8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2008

Lakeland Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-15535	13-3115216
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 Koehler Avenue, Suite 7, Ronkonkoma, New York 11779-7410

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (631) 981-9700

Not Applicable  (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item  1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On May 2, 2008, Lakeland Industries, Inc., a Delaware corporation (the “Registrant,” “Lakeland” or the “Company”), and its subsidiary, Lakeland do Brasil Empreendimentos e Participações Ltda, a limited liability company (sociedade limitada) organized under the laws of the nation of Brazil (the “Purchaser”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Miguel Antonio dos Guimarães Bastos, Elder Marcos Vieira da Conceição, and Márcia Cristina Vieira da Conscição Antunes, together the (“Sellers”), Nordeste Empreendedor Fundo Mútuo de Investimento em Empresas Emergentes, and Qualytextil S.A., a corporation (sociedade por ações) organized under the laws of the nation of Brazil (“Qualytextil”), pursuant to which Lakeland agreed to acquire Qualytextil (the “Acquisition”) for an initial purchase price of approximately USD$13.3 million (the “Purchase Price”).

Pursuant to the terms of the Stock Purchase Agreement, the Purchase Price is derived as the multiple of seven times the 2007 EBITDA of Qualytextil, less all outstanding debts at closing.  The 2007 EBITDA was R$3,118,000 and the total amount paid at closing, including the repayment of such outstanding debts, is R$21,826,000 (or approximately USD$13.3 million).

The Stock Purchase Agreement provides for an adjustment of the Purchase Price, based on results of a post-closing audit of the April 30, 2008 Balance Sheet and also based on results of 2008 EBITDA.  In addition, the Stock Purchase Agreement provides for a Supplementary Purchase Price (as defined below).  Subject to Qualytextil’s EBITDA in 2010 being equal to or greater than R$4,449,200, the Purchaser shall then pay to the Sellers the difference between six (6) times Qualytextil’s EBITDA in 2010 and seven (7) times the 2007 EBITDA (R$21,826,000.00), less any unpaid disclosed or undisclosed contingencies (other than Outstanding Debts) from pre-closing which exceeds R$100,000.00 ("Supplementary Purchase Price"). The Supplementary Purchase Price in no event shall be greater than R$27,750,000.00. For the purposes of determining Qualytextil’s EBITDA in 2010, within up to ninety (90) days after December 31, 2010, the Purchaser shall cause Qualytextil to provide the Sellers with a written and audited statement describing Qualytextil’s EBITDA in 2010, prepared in accordance with Brazilian GAAP and in a manner consistent with the manner in which the 2007 EBITDA was determined by the Parties. Should the Purchaser and the Sellers agree on the amounts so presented as Qualytextil’s EBITDA in 2010, then the Supplementary Purchase Price shall, within 30 (thirty) Business Days after the presentation of the mentioned statement by Qualytextil, be paid by the Purchaser to the Sellers. Should the Purchaser and the Sellers disagree with the amounts presented by Qualytextil as Qualytextil’s EBITDA in 2010, and should the parties and their respective external auditors not be able to reach an agreement upon such values within thirty (30) business days as from the presentation of referred original statement, then the parties shall jointly appoint (and equally bear the costs of) another auditing firm. The retained third auditing firm shall, within fifteen (15) business days following its engagement, issue a final and binding statement contemplating Qualytextil’s EBITDA in 2010 (the third auditing firm shall prepare and issue its final statement in accordance with Brazilian GAAP and in a manner consistent with the manner in which the 2007 EBITDA was determined by the Parties). The payment of the Supplementary Purchase Price, if any, derived from the final statement by the

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third auditing firm shall be made within five (5) business days as from the issuance of such final statement. To the extent that Qualytextil’s EBITDA in 2010 is greater than R$6,356,000, the Supplementary Purchase Price will be payable in February 2011 based on a multiple of six (6) times such capped amount of R$6,356,000 and the remaining amount of the Supplementary Purchase Price shall be paid in February 2012, provided however that this remainder will be due only if the actual Qualytextil’s EBITDA in 2011 corresponds to at least 90% of Qualytextil’s EBITDA in 2010.

Pursuant to the terms of the Stock Purchase Agreement, Sellers have been granted a right of first refusal.  If the Purchaser, at any time before the payment of the Supplementary Purchase Price, receives an offer to sell its shares in Qualytextil, it shall (i) give the Sellers the right to acquire those shares on the same terms and conditions set forth in such offer (“Right of First Refusal”), exercisable by written notice given by the Sellers to the Purchaser within thirty (30) days after the receipt of a notice from the Purchaser informing the terms and conditions of the offer. The Purchaser shall not be bound to transfer shares to the Sellers as a result of the exercise of the Right of First Refusal by the Sellers if those shares do not represent all of the shares contemplated in the offer made by the third party.  If the Sellers elect not to exercise its Right of First Refusal or if they fail to timely exercise the Right of First Refusal, then the Purchaser may sell the shares to the third party offering to purchase the shares.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Stock Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on From 8-K and is incorporated herein by reference in its entirety.  The Stock Purchase Agreement has been included to provide investors with information regarding its terms.  It is not intended to provide any factual information about Lakeland, Qualytextil or any other party.  The representations, warranties and covenants contained in the Stock Purchase Agreement are made only for purposes of that agreement and as of the specific dates set forth therein, are solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties.  The representations and warranties may have been made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.  Investors are not third-party beneficiaries of the Stock Purchase Agreement, and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Lakeland, Qualytextil or any other party.  Moreover, information concerning the subject matter of the representations and warranties may change after the date of this agreement, which subsequent information may or may not be fully reflected in any of Lakeland’s public disclosures.

Employment Agreements

In connection with the execution of the Stock Purchase Agreement, all of the Sellers have executed employment agreements with Qualytextil with terms expiring December 31, 2011.  Each of these employment agreements contain a non-compete provision extending seven (7) years from termination of employment.  Copies of these employment agreements have been filed

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as Exhibits 10.5 to 10.8 to this Current Report on From 8-K and are incorporated herein by reference in their entirety.

Amendment to Revolving Line of Credit

The acquisition of Qualytextil is being financed through Lakeland’s existing revolving credit facility with Wachovia Bank, N.A (“Wachovia”).  On May 13, 2008, Wachovia agreed to amend several negative covenants contained in Lakeland’s $25,000,000 Revolving Line of Credit dated July 7, 2005, as previously amended on September 1, 2005, December 7, 2007 and February 15, 2008, to allow Lakeland to enter into the Stock Purchase Agreement and thereafter consummate the Qualytextil acquisition.  In addition, the amount of funds available to Lakeland under the Revolving Line of Credit have been increased from $25,000,000 to $30,000,000.  The foregoing brief summary of the amendment to Lakeland’s revolving credit facility with Wachovia does not purport to be complete and is qualified by reference to the complete text of such amendment which is filed as Exhibit 10.10 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item  2.01 Completion of Acquisition or Disposition of Assets.

On May 13, 2008, Lakeland completed the acquisition of Qualytextil and the other transactions contemplated by the Stock Purchase Agreement.  In connection with the closing of such acquisition, a total of R$6.3 million (USD$3.9 million) was used to repay outstanding debts of Qualytextil, R$7.8 million (USD$4.8 million) was retained in the various escrow funds as described, and the balance of R$7.7 million (USD$4.7 million) was paid to the Sellers at closing.  In accordance with the Stock Purchase Agreement, the funds from the Purchase Price, after the repayment of the outstanding debts of Qualytextil have been funded, will then have several “retained amounts” held in escrow for varying periods.  For purposes of the Stock Purchase Agreement, “retained amounts” mean the aggregate of: (i) up to R$649,000 to satisfy indemnification obligations under the Stock Purchase Agreement regarding certain contingencies of Qualytextil, which funds will remain in escrow for five (5) years or upon expiration of the statute of limitations applicable to such contingencies (whichever occurs first) and will only be released by mutual agreement between the parties to the Stock Purchase Agreement (the “Parties”); (ii) the amounts of R$355,369 corresponding to 10% of the receivables and R$268,874, corresponding to 10% of the stocks of Qualytextil both on December 31, 2007, to satisfy indemnification regarding contingencies of Qualytextil, which funds will remain in escrow for a period of (a) six (6) months with respect to the receivables, and (b) one (1) year with respect to the stocks, and will only be released by mutual agreement between the Parties; (iii) 10% of the Purchase Price to satisfy indemnifications for unknown contingencies, representations and warranties, including but not limited to any tax issues, which funds will remain in escrow for the period of two (2) years from the Closing Date, and will only be released by mutual agreement between the Parties; and (iv) 20% of the Purchase Price, which funds shall remain in escrow until the 2008 EBITDA is determined, in order to satisfy the payment of eventual 2008 Adjusted Purchase Price.

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Item 7.01 Regulation FD Disclosure.

On May 14, 2008, Lakeland issued a press release announcing the completion of the acquisition of Qualytextil.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.  The information in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), or Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.  Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into Lakeland’s filings under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements required by this Item, with respect to the acquisition described in this Current Report on Form 8-K, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item, with respect to the acquisition described in this Current Report on Form 8-K, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.

(d) Exhibits

10.1	Stock Purchase Agreement dated May 2, 2008 among Lakeland do Brasil Empreendimentos e Participacoes Ltda. and Lakeland Industries, Inc. †
10.2	Escrow Agreement, dated May 9, 2008, between Elder Marcos Vieira da Conceicao, as holder of the escrow account and Lakeland do Brasil Empreendimentos e Participacoes Ltda, as the escrow account beneficiary, and Banco UBS Pactual S.A., as escrow agent.
10.3	Escrow Agreement, dated May 9, 2008, between Marcia Cristina Vieira da Conceicao Antunes, as holder of the escrow account and Lakeland do Brasil Empreendimentos e Participacoes Ltda, as the escrow account beneficiary, and Banco UBS Pactual S.A., as escrow agent.

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10.4	Escrow Agreement, dated May 9, 2008, between Miguel Antonio Dos Guimaraes Bastos, as holder of the escrow account and Lakeland do Brasil Empreendimentos e Participacoes Ltda, as the escrow account beneficiary, and Banco UBS Pactual S.A., as escrow agent.
10.5	Management Agreement between Elder Marcos Vieira da Conceicao and Qualytextil, S.A. ‡
10.6	Management Agreement between Marcia Cristina Vieira da Conceicao Antunes and Qualytextil, S.A.‡
10.7	Management Agreement between Elton de Carvalho Antunes and Qualytextil, S.A. ‡
10.8	Management Agreement between Miguel Antonio dos Guimaraes Bastos and Qualytextil, S.A. ‡
10.9	Second Amended and Restated Note between Lakeland Industries, Inc. and Wachovia, N.A.
10.10	Third Modification to Note and Loan Agreement and Reaffirmation of Guaranty.
10.11	Unconditional Guaranty between Lakeland do Brasil Empreendimentos e Participacoes Ltda., Lakeland Industries, Inc., and Wachovia Bank, N.A.
10.12	Unconditional Guaranty between Qualytextil, S.A., Lakeland Industries, Inc., and Wachovia Bank, N.A.
10.13	Quota Pledge Agreement among Lakeland Industries, Inc., Christopher J. Ryan, Wachovia Bank, N.A., Qualytextil S.A. and Lakeland do Brasil Empreendimentos e Participacoes Ltda.
10.14	Share Pledge Agreement among Lakeland do Brasil Empreendimentos e Participacoes Ltda., Lakeland Industries, Inc., Wachovia Bank, N.A. and Qualytextil S.A.
10.15	Equipment Pledge and Security Agreement among Wachovia Bank, N.A., Qualytextil S.A., Lakeland do Brasil Empreendimentos e Participacoes Ltda., and Lakeland Industries, Inc.
10.16	Power of Attorney, Qualytextil, S.A. appointing Wachovia Bank, N.A. to the powers granted by the Bank in the Equipment Pledge and Security Agreement.

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10.17	Power of Attorney, Qualytextil, S.A. appointing Wachovia Bank, N.A. to the powers granted by the Bank in the Inventory Pledge and Security Agreement.
10.18	Inventory Pledge and Security Agreement among Wachovia Bank, N.A., Qualytextil S.A., Lakeland do Brasil Empreendimentos e Participacoes Ltda., and Lakeland Industries, Inc.
10.19	Accounts Receivable and Bank Account Pledge Agreement By and Between Qualytextil, S.A., as Pledgor and Wachovia Bank National Association, as Pledgee.
10.20	Accounts Receivable Pledge Agreement By and Between Qualytextil, S.A., as Pledgor and Wachovia Bank National Association, as Pledgee.
10.21	Debt Subordination Agreement for Lakeland do Brasil Empreendimentos e Participacoes Ltda.
10.22	Debt Subordination Agreement for Qualytextil, S.A.
99.1	Press Release issued by Lakeland Industries, Inc. on May 14, 2008, titled “Lakeland Industries Completes Acquisition of Brazilian Protective Apparel Supplier Qualytextil, S.A.”

† All schedules and similar attachments to the Stock Purchase Agreement have been omitted.  Copies of such schedules and similar attachments will be furnished supplementally to the SEC upon request.

‡ Management compensatory plan or arrangement.

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SIGNATURES

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

	LAKELAND INDUSTRIES, INC.
Date   May 14, 2008	/s/ Christopher J. Ryan
	Christopher J. Ryan
	President & CEO

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Stock Purchase Agreement dated May 2, 2008 among Lakeland do Brasil Empreendimentos e Participacoes Ltda. and Lakeland Industries, Inc. †
10.2	Escrow Agreement, dated May 9, 2008, between Elder Marcos Vieira da Conceicao, as holder of the escrow account and Lakeland do Brasil Empreendimentos e Participacoes Ltda, as the escrow account beneficiary, and Banco UBS Pactual S.A., as escrow agent.
10.3	Escrow Agreement, dated May 9, 2008, between Marcia Cristina Vieira da Conceicao Antunes, as holder of the escrow account and Lakeland do Brasil Empreendimentos e Participacoes Ltda, as the escrow account beneficiary, and Banco UBS Pactual S.A., as escrow agent.
10.4	Escrow Agreement, dated May 9, 2008, between Miguel Antonio Dos Guimaraes Bastos, as holder of the escrow account and Lakeland do Brasil Empreendimentos e Participacoes Ltda, as the escrow account beneficiary, and Banco UBS Pactual S.A., as escrow agent.
10.5	Management Agreement between Elder Marcos Vieira da Conceicao and Qualytextil, S.A.‡
10.6	Management Agreement between Marcia Cristina Vieira da Conceicao Antunes and Qualytextil, S.A. ‡
10.7	Management Agreement between Elton de Carvalho Antunes and Qualytextil, S.A. ‡
10.8	Management Agreement between Miguel Antonio dos Guimaraes Bastos and Qualytextil, S.A. ‡
10.9	Second Amended and Restated Note between Lakeland Industries, Inc. and Wachovia, N.A.
10.10	Third Modification to Note and Loan Agreement and Reaffirmation of Guaranty.
10.11	Unconditional Guaranty between Lakeland do Brasil Empreendimentos e Participacoes Ltda., Lakeland Industries, Inc., and Wachovia Bank, N.A.
10.12	Unconditional Guaranty between Qualytextil, S.A., Lakeland Industries, Inc., and Wachovia Bank, N.A.

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10.13	Quota Pledge Agreement among Lakeland Industries, Inc., Christopher J. Ryan, Wachovia Bank, N.A., Qualytextil S.A. and Lakeland do Brasil Empreendimentos e Participacoes Ltda.
10.14	Share Pledge Agreement among Lakeland do Brasil Empreendimentos e Participacoes Ltda., Lakeland Industries, Inc., Wachovia Bank, N.A. and Qualytextil S.A.
10.15	Equipment Pledge and Security Agreement among Wachovia Bank, N.A., Qualytextil S.A., Lakeland do Brasil Empreendimentos e Participacoes Ltda., and Lakeland Industries, Inc.
10.16	Power of Attorney, Qualytextil, S.A. appointing Wachovia Bank, N.A. to the powers granted by the Bank in the Equipment Pledge and Security Agreement.
10.17	Power of Attorney, Qualytextil, S.A. appointing Wachovia Bank, N.A. to the powers granted by the Bank in the Inventory Pledge and Security Agreement.
10.18	Inventory Pledge and Security Agreement among Wachovia Bank, N.A., Qualytextil S.A., Lakeland do Brasil Empreendimentos e Participacoes Ltda., and Lakeland Industries, Inc.
10.19	Accounts Receivable and Bank Account Pledge Agreement By and Between Qualytextil, S.A., as Pledgor and Wachovia Bank National Association, as Pledgee.
10.20	Accounts Receivable Pledge Agreement By and Between Qualytextil, S.A., as Pledgor and Wachovia Bank National Association, as Pledgee.
10.21	Debt Subordination Agreement for Lakeland do Brasil Empreendimentos e Participacoes Ltda.
10.22	Debt Subordination Agreement for Qualytextil, S.A.
99.1	Press Release issued by Lakeland Industries, Inc. on May 14, 2008, titled “Lakeland Industries Completes Acquisition of Brazilian Protective Apparel Supplier Qualytextil, S.A.”

† All schedules and similar attachments to the Stock Purchase Agreement have been omitted.  Copies of such schedules and similar attachments will be furnished supplementally to the SEC upon request.

‡ Management compensatory plan or arrangement.

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EX-10.1

Execution copy

Exhibit 10.1

SHARE PURCHASE AGREEMENT

AGREEMENT dated as of May 2nd, 2008 among Lakeland do Brasil Empreendimentos e Participações Ltda., a limited company (sociedade limitada) organized under the laws of Brazil (the “Purchaser”),  Lakeland Industries, Inc., a Delaware corporation (“Lakeland”), Miguel Antonio dos Guimarães Bastos, Brazilian Citizen, married, businessman, bearer of the identification Card RG N. 4607520 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry (CPF/MF) under N. 125.891.957-53, resident and domiciled in the City of Lauro de Freitas, State of Bahia, at Condominio Encontro das Águas, Quadra I, Lote 39, 42700-000 (“Miguel”), Elder Marcos Vieira da Conceição, Brazilian Citizen, single, businessman, bearer of the identification Card RG N. 05746155.47 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry (CPF/MF) under N. 793.295.605-63, resident and domiciled in the City of Salvador, State of Bahia, at Rua Clarival do Prado Valladares, 371, Condomínio Monte Trianon – Bairro Caminho das Arvores, CEP 41820-700, (“Elder”), Márcia Cristina Vieira da Conceição Antunes, Brazilian Citizen, married, businesswoman, bearer of the identification Card RG N. 02504273.46 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry (CPF/MF) under N. 507.932.685-91, resident and domiciled in the City of Salvador, State of Bahia, at Alameda Cabo Frio, Quadra 34, Lote 10, Bairro Praias do Flamengo, CEP 41603-115  (“Márcia”, and together with Miguel and Elder, the “Sellers”), Nordeste Empreendedor Fundo Mútuo de Investimento em Empresas Emergentes, enrolled with the Taxpayers’ Registry (CNPJ/MF) under N. 05.047.787/0001-60, by its legal representative UBS Pactual Serviços Financeiros S.A. – Distribuidora de Títulos e Valores Mobiliários, with offices in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia do Botafogo, 501, 6º andar, parte, enrolled with the Taxpayers’ Registry (CNPJ/MF) under N. 29.650.082/0001-00 ("Nordeste Empreendedor”), Qualytextil S.A., a corporation (sociedade por ações) organized under the laws of Brazil (the “Company”), Conceição Maria Passos de Queiróz, Brazilian Citizen, married, doctor, bearer of the Identification Card RG N. 1190033, enrolled with the Brazilian Taxpayers’ Registry (CPF/MF) under N. 183.884.185-72, resident and domiciled in the City of Lauro de Freitas, State of Bahia, at Condominio Encontro das Águas, Quadra I, Lote 39, 42700-000, and Elton de Carvalho Antunes, Brazilian, married, industrial, bearer of ID Card N. 9012051018 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry under CPF/MF N. 294.962.250-04, resident and domiciled in the City of Salvador, State of Bahia, at Alameda Cabo Frio, s/n., Quadra 34, Lote 10, Praia do Flamengo, 40280-440 (“Elton”).

W I T N E S S E T H

WHEREAS, on or prior to the Closing Date, the Sellers will be the record and beneficial owners of all of the outstanding capital stock of the Company, comprised of 1,507,701 shares, being 1,492,624 shares of common stock and 15,077 shares of Class A preferred stock, without par value, of the Company (the “Shares”), to be distributed among the Sellers, in accordance with the table contained in Exhibit A hereto;

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WHEREAS, the Sellers desire to sell the Shares to the Purchaser and the Purchaser desires to purchase the Shares, free and clear of any Lien, on the terms and conditions hereinafter set forth;

WHEREAS, to induce the Purchaser to enter into this Agreement and to purchase the Shares hereunder, the Sellers have agreed to make certain representations, warranties, covenants, indemnities and other agreements hereunder for the benefit of the Company, the Purchaser and its shareholders;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree to enter into this Share Purchase Agreement ("Agreement"), under the terms and conditions as follows:

ARTICLE 1

Definitions

Section 1.01.  Definitions.  The following terms, when used in this Agreement, shall have the following meanings (given that such meanings are to be equally applicable to the singular and plural forms of the terms defined):

“2008 Adjusted Purchase Price” shall have the meaning set forth in Section 2.05 of this Agreement;

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person, as control is defined in Article 116 of Brazilian Corporation Law;

“Agreement” means this Share Purchase Agreement and Exhibits attached herein;

“Brazilian Corporation Law” means Law No. 6,404/76 as amended;

“Brazilian GAAP” means generally accepted accounting principles in Brazil;

“Business” means production, manufacture, and sale of personnel protective equipment;

“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks in the City of São Paulo, State of São Paulo are authorized by law to close;

“CDI” means the average daily rate offered for Extra-Group Overnight Interbank Deposits, calculated and released daily by Central de Custódia e Liquidação Financeira de Títulos - CETIP and capitalized on an annual basis (for a 252-business-day year), or, in case of temporary unavailability or discontinuance thereof, another National Financial System benchmark rate replacing it, as agreed on between the parties.

“Claim” shall have the meaning set forth in Section 10.03 of this Agreement;

“Closing” shall have the meaning set forth in Section 8.01 of this Agreement;

“Closing Date” shall have the meaning set forth in Section 8.01 of this Agreement;

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“Closing Transactions” shall have the meaning set forth in Section 8.02 of this Agreement;

“Company” means Qualytextil S.A.;

“Confidential Information” shall have the meaning set forth in Section 6.02 of this Agreement;

“2007 EBITDA” shall mean the amount of R$3,118,000.00;

“Employees” shall mean the registered employees (including those who are retired but still registered) and appointed officers of the Company or any of its Affiliates, including, but not limited to the employees of Prestserv, as of the date of this Agreement;

“Environmental Laws” shall mean any Law, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of the environment or natural resources;

“Financial Statements” shall have the meaning set forth in Section 3.05 of this Agreement;

“Governmental Authority” means any government, governmental entity, regulatory authority, department, commission, board, agency or instrumentality, any recognized stock exchange and any court, arbitrator, tribunal, whether foreign or domestic with jurisdiction over the Parties;

“Indemnified Party” shall have the meaning set forth in Section 10.01 hereof;

“Intellectual Property” shall mean the intellectual property listed in Exhibit 3.12 attached herein and any other existing technical documentation related to that;

“Law” shall mean any federal, state, or local statute, law, ordinance, regulation, rule, code, decree, other requirement or rule of law of Brazil or any other jurisdiction, and any other similar act or law;

“Liens” shall mean liens, security interests, options, rights of first refusal, easements, charges, indentures, encroachments, licenses to third parties, leases to third parties, security agreements, or any other encumbrances and other restrictions or limitations on the transfer, license, sale, disposal or use of real or personal property;

“Loss” shall have the meaning set forth in Section 10.1 hereof. Any Losses due under this Agreement shall be paid by the Sellers net of any negative or positive Tax effect or potential effect on the Indemnified Party thereof;

“Outstanding Debts” shall mean the actual amount of the outstanding debts of the Company listed in Exhibit B of this Agreement as of the Closing Date;

“Parties” means the Purchaser, Lakeland, the Sellers, and the Company; and “Party” means any of them;

“Permits” shall have the meaning set forth in Section 3.11 of this Agreement;

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“Person” means any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof;

“Prestserv” means Prestserv Serviços Ltda., a limited company (sociedade limitada) organized under the laws of Brazil, enrolled with the Brazilian Taxpayers Registry under nº 05.411.989/0001-40, an Affiliate of the Company.

“Purchase Price” shall mean the amount in Reais equivalent to seven (7) times the 2007 EBITDA less all Outstanding Debts;

“R$” or “Reais” shall mean the lawful currency in Brazil;

“Retained Amount” shall mean the aggregate of: (i) up to R$ 649,000.00 to satisfy indemnification regarding the contingencies of the Company, as detailed in Exhibit C hereto, which funds will remain in escrow for five (5) years or upon expiration of the statute of limitations applicable to such contingencies (whichever occurs first) and will only be released by mutual agreement between the Parties; (ii) the amounts of R$ 355,369.00 corresponding to 10% of the receivables and R$ 268,874.00, corresponding to 10% of the stocks of the Company both on December 31, 2007, to satisfy indemnification regarding contingencies of the Company, as detailed in Exhibit C hereto, which funds will remain in escrow for a period of (a) 6 months with respect to the receivables, and (b) one (1) year with respect to the stocks, and will only be released by mutual agreement between the Parties; (iii) 10% of the Purchase Price to satisfy indemnifications for unknown contingencies, representations and warranties, including but not limited to any tax issues, which funds will remain in escrow for the period of two (2) years from the Closing Date, and will only be released by mutual agreement between the Parties; and (iv) 20% of the Purchase Price, which funds shall remain in escrow until the 2008 EBITDA is determined, in order to satisfy the payment of eventual 2008 Adjusted Purchase Price, as set forth in Section 2.05 below;

“Right of First Refusal” shall have the meaning set forth in Section 2.10 of this Agreement;

“Shares” shall mean the shares of common stock and shares of preferred stock of the Company, representing, in the aggregate, 100% of the Company’s voting and total capital stock;

“Supplementary Purchase Price” shall have the meaning set forth in Section 2.06 hereof; and

“Tax” means all taxes, charges, fees, levies or other assessments imposed by any taxing authority, including, without limitation, income, gross receipts, sales, use, goods and services, capital transfer, bulk transfer, franchise, profits, license, withholding, payroll, employment, employer health, social contributions, social security, excise, estimated, severance, stamp, occupation, property, or other taxes, customs duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, including any amounts payable as a result of the application of monetary correction or any other similar factor imposed by any taxing authority.

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ARTICLE 2

Purchase and Sale of Shares

Section 2.01.  Purchase and Sale of Shares.  Upon the terms and subject to the conditions of this Agreement, and upon the basis of the representations and warranties contained herein, the Sellers agree to sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser agrees to purchase and acquire from the Sellers, all of the Shares, free and clear of any Lien, at the Closing.

Section 2.02.  Purchase Price.  In consideration for the sale of all the Shares, the Purchaser shall pay to the Sellers proportionally to the capital stock held by each one of them, on the Closing Date, the Purchase Price (taking into account the actual amount of the Outstanding Debts as of the Closing Date), payable in cash as provided in Section 2.03,  less the Retained Amount, which shall be deposited in one or more escrow accounts with a reputable bank or agent specialized in providing escrows (the “Escrow Agent”) to be designated by mutual agreement among the Purchaser and the Sellers.

Section 2.03.  Payment Conditions.  The Purchase Price (less the Retained Amount) shall be paid on the Closing Date to the Sellers by means of  electronic transfer (TED) or a bank draft or any other similar mean of immediately available funds, in Reais, to the bank accounts set forth in Schedule 2.03 hereto.

Section 2.04.  Escrow.  The Retained Amount shall be held in escrow by the Escrow Agent pursuant to the terms and conditions set forth in the Escrow Agreements to be executed on the Closing Date, substantially in the form of Schedule 2.04 hereto, and the funds in escrow shall only be released:

(a) to the Purchaser or, at the Purchaser’s discretion, the Company to satisfy (i) indemnifications regarding the contingencies specified in Exhibit C hereto, (ii) indemnifications for unknown contingencies of the Company or representations and warranties provided by the Sellers, including but not limited to any tax issues, or (iii) the payment of eventual 2008 Adjusted Purchase Price, as set forth in Section 2.05 below; or

(b) to the Sellers upon expiration of the terms established in Section 1.01 above (see  definition of Retained Amount), for each Retained Amount.

Section 2.05.  Purchase Price Adjustment.  To the extent that the Company’s EBITDA in 2008 is less than the 2007 EBITDA, the Purchase Price shall be automatically adjusted to an amount in Reais equal to seven (7) times the Company’s EBTIDA in 2008 (the “2008 Adjusted Purchase Price”). For the purposes of determining the Company’s EBITDA in 2008, within up to 90 (ninety) days after December 31, 2008, the Purchaser shall cause the Company to provide the Sellers with a written and audited statement describing the Company’s EBITDA in 2008, prepared in accordance with Brazilian GAAP and in a manner consistent with the manner in which the 2007 EBITDA was determined by the Parties. Should the Purchaser and the Sellers agree on the amounts so presented as the Company’s EBITDA in 2008, then the amount of the difference between the Purchase Price and the 2008 Adjusted Purchase Price (plus the amount to be determined in accordance with Section 2.07(b)(i), if any) shall, within 30 (thirty) Business Days after the presentation of the mentioned statement by the

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Company, be released from the Escrow Account in benefit of the Purchaser, provided however that in no event the adjustment shall exceed the amount equivalent to 20% of the Purchase Price accrued of interests (if any), obtained with the investments permitted under the Escrow Agreement, specifically in relation to the portion of Retained Amount corresponding to the 2008 Adjusted Purchase Price. Should the Purchaser and the Sellers disagree with the amounts presented by the Company as the Company’s EBITDA in 2008, and should the Parties and their respective external auditors not be able to reach an agreement upon such values within 30 (thirty) Business Days as from the presentation of referred original statement, then the Parties shall jointly appoint (and equally bear the costs of) another auditing firm selected among Deloitte Touche Tomahatsu, KPMG, Ernst&Young or PriceWaterhouseCoopers. Should the Parties not reach an agreement as to the third auditing firm within the immediately subsequent 5 (five) Business Days, then it shall be chosen following the order that they appear above. The retained third auditing firm shall, within 15 (fifteen) Business Days following its engagement, issue a final and binding statement contemplating the Company’s EBITDA in 2008 (the third auditing firm shall prepare and issue its final statement in accordance with Brazilian GAAP and in a manner consistent with the manner in which the 2007 EBITDA was determined by the Parties). The payment of the Adjusted Purchase Price (plus the amount to be determined in accordance with Section 2.07(b)(i), if any), if any, derived from the final statement by the third auditing firm shall be made within 5 (five) Business Days as from the issuance of such final statement.

Section 2.06.  Supplementary Purchase Price.  (a) Subject to the Company’s EBITDA in 2010 being equal to or greater than R$ 4,449,200, the Purchaser shall then pay to the Sellers the difference between six (6) times the Company’s EBITDA in 2010 and seven (7) times the 2007 EBITDA (R$ 21,826,000.00), less any unpaid disclosed or undisclosed contingencies (other than Outstanding Debts) from pre-closing which exceeds R$ 100,000.00 ("Supplementary Purchase Price"). The Supplementary Purchase Price in no event shall be greater than R$ 27,750,000.00. For the purposes of determining the Company’s EBITDA in 2010, within up to ninety (90) days after December 31, 2010, the Purchaser shall cause the Company to provide the Sellers with a written and audited statement describing the Company’s EBITDA in 2010, prepared in accordance with Brazilian GAAP and in a manner consistent with the manner in which the 2007 EBITDA was determined by the Parties. Should the Purchaser and the Sellers agree on the amounts so presented as the Company’s EBITDA in 2010, then the Supplementary Purchase Price shall, within 30 (thirty) Business Days after the presentation of the mentioned statement by the Company, be paid by the Purchaser to the Sellers. Should the Purchaser and the Sellers disagree with the amounts presented by the Company as the Company’s EBITDA in 2010, and should the Parties and their respective external auditors not be able to reach an agreement upon such values within 30 (thirty) Business Days as from the presentation of referred original statement, then the Parties shall jointly appoint (and equally bear the costs of) another auditing firm selected among Deloitte Touche Tomahatsu, KPMG, Ernst&Young or PriceWaterhouseCoopers. Should the Parties not reach an agreement as to the third auditing firm within the immediately subsequent 5 (five) Business Days, then it shall be chosen following the order that they appear above. The retained third auditing firm shall, within 15 (fifteen) Business Days following its engagement, issue a final and binding statement contemplating the Company’s EBITDA in 2010 (the third auditing firm shall prepare and issue its final statement in accordance with Brazilian GAAP and in a manner consistent with the manner in which the 2007 EBITDA was determined by the Parties). The payment of the Supplementary Purchase Price, if any, derived from the final

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statement by the third auditing firm shall be made within 5 (five) Business Days as from the issuance of such final statement. To the extent that the Company’s EBITDA in 2010 is greater than R$6,356,000, the Supplementary Purchase Price will be payable in February 2011 based on a multiple of six (6) times such capped amount of R$6,356,000 and the remaining amount of the Supplementary Purchase Price shall be paid in February 2012, provided however that this remainder will be due only if the actual Company’s EBITDA in 2011 corresponds to at least 90% of the Company’s EBITDA in 2010.

(b) If the Management Agreement contemplated by Section 5.04 hereto is terminated either by the Company without cause or by any of the Sellers with cause as provided for in Section 7.5 of the Management Agreement, then the Supplementary Purchase Price shall amount R$ 27,750,000.00, regardless of the actual amount of the Company’s EBITDA in 2010 and the Supplementary Purchase Price will then be payable in full in February 2011. For the avoidance of any doubt, the Management Agreement will be deemed to be terminated without cause by the Company if termination is made without the occurrence of any of the events described in Section 7.3 of the Management Agreement.

Section 2.07.  Outstanding Debts.  On the Closing Date the Purchaser undertakes to transfer to the Company the funds in the amount then estimated by the Parties for the debt described in Exhibit C with a view to repaying all Outstanding Debts, including without limitation the debentures issued by the Company, provided that the Sellers must obtain the consent of all lenders of the Company to accept the repayment of the debts without penalties and under the same terms and conditions set forth in the respective agreements and to the change in control of the Company. If it is not possible to pay any of the Outstanding Debts on the Closing Date, the Purchaser shall pay the remaining Outstanding Debts within thirty (30) days from the Closing Date, except for the debentures issued by the Company that must be paid on the Closing Date. The Parties hereby expressly agree that due to the nature of the Outstanding Debts the actual amounts that shall be paid may vary from the estimated amount of the Outstanding Debts on the Closing Date and the Parties shall make adjustments to the Purchase Price in order to reflect such variations should such difference be greater than R$20,000.00. If the actual amount of the Outstanding Debts is: (i) greater than the estimated amount of the Outstanding Debts on the Closing Date, then the Purchaser shall be entitled to adjust the Purchase Price to deduct the difference between the estimated amount of the Outstanding Debts on the Closing Date and the actual amount of the Outstanding Debts from the Purchase Price, with due observance to Section 2.05 above; and (ii) less than the estimated amount of the Outstanding Debts on the Closing Date, then the Purchaser shall cause the Company to pay to the Sellers the difference between the amount of the estimated amount of the Outstanding Debts on the Closing Date and the actual amount of the Outstanding Debts within thirty days as of the payment in full of the Outstanding Debts.

Section 2.08. Penalty upon Default. In case the Purchaser fails to pay any and all amounts due hereunder at its due date, such amounts shall be duly adjusted by the CDI from the date any of the payments are effectively due until the date the respective amount is paid by the Purchaser. Additionally, the Purchaser shall pay a punitive penalty (multa punitiva não-compensatória) of 2% over the outstanding amount duly adjusted by CDI, as described above.

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Section 2.09. Lakeland’s Guarantee. The Parties additionally agree that Lakeland shall guarantee to the Sellers any and all payments due hereunder by the Purchaser, provided, however, that the Sellers shall necessarily proceed first against the Purchaser before proceeding to enforce this guaranty and as a condition to payment or performance by Lakeland hereon.

Section 2.10. Right of First Refusal and Pledge of Shares.  (a) If the Purchaser, at any time before the payment of the Supplementary Purchase Price, receives an offer to sell its shares in the Company, it shall (i) give the Sellers the right to acquire those shares on the same terms and conditions set forth in such offer (“Right of First Refusal”), exercisable by written notice given by the Sellers to the Purchaser within thirty (30) days after the receipt of a notice from the Purchaser informing the terms and conditions of the offer and (ii) concurrently with the sale of the shares to a third party and as a condition of the latter to acquire shares in the Company, grant, or cause the third party acquiring the shares to grant, to the Sellers as security for the payment of the Supplementary Purchase Price a first priority security interest in and to shares representing 30% of the total issued and outstanding capital stock of the Company.

(b) The Purchaser shall not be bound to transfer shares to the Sellers as a result of the exercise of the Right of First Refusal by the Sellers if those shares do not represent all of the shares contemplated in the offer made by the third party.

(c) If the Sellers elect not to exercise its Right of First Refusal or if they fail to timely exercise the Right of First Refusal, then the Purchaser may sell the shares to the third party offering to purchase the shares.

ARTICLE 3

Representations and Warranties of the Sellers and Nordeste Empreendedor

A)    The Sellers severally represent and warrant to the Purchaser that each of the following representations and warranties is, as of the date hereof, and will be, on the Closing Date, true and correct and in full force and effect:

Section 3.01.  Existence and Power.  (a) Each of the Company and its Affiliates (including Prestserv) is duly organized, validly existing and in good standing under the laws of the Federative Republic of Brazil. The Company has all corporate powers, governmental licenses, authorizations, permits, consents and approvals required to own its respective properties and to carry on its business as presently conducted. The Exhibit 3.01 contains a true and complete copy of the amended and restated bylaws of the Company, as currently in effect and shall be on the Closing Date duly registered before the appropriate trade board or applicable authorities. The Company has and will have as of the Closing Date all clearance certificates that enable the transaction contemplated herein to be performed as described in the Agreement. Except for Prestserv, the Company has no and will have no direct or indirect subsidiary.

Section 3.02.  Authorization, Required Filings and Consents.  (a) The execution, delivery and performance by the Sellers and the Company of this Agreement and the consummation of the transactions contemplated hereby are duly and validly authorized by all necessary corporate action,

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and no other corporate proceedings on the part of the Sellers, or the Company are necessary to consummate the transactions contemplated herein.

(b) Except for any contrary disposition hereof, no filing or registration with, or notification by the Sellers or the Company to, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Sellers, or the consummation by the Sellers of the transactions contemplated by this Agreement.

Section 3.03.  Noncontravention.  The execution, delivery and performance of this Agreement and any other agreement or document related hereto and the consummation of the transactions contemplated hereby by the Sellers or the Company do not and will not (i) violate the organizational documents or its article of association, (ii) conflict with or violate any Law applicable to the Sellers, (iii) require any consent or other action by any Person, constitute a default, or give rise to any right of termination, cancellation, vesting or acceleration of any right or obligation, of the Company, or to a loss of any benefit to which the Company is entitled under any provision of any agreement or other instrument binding upon the Company, or (iv) result in the creation or imposition of any Lien on any asset of the Company.

Section 3.04.  Capitalization.  (a) Currently, the capital stock of the Company, totally subscribed and paid in, is of R$1,507,701.00, comprised of 1,492,624 shares of common stock and 15,077 shares of preferred stock and there are no (i) other outstanding shares (voting or not), other securities (voting or not) issued by the Company nor other ownership interests of the Company, (ii) securities issued by the Company convertible into or exchangeable for shares of capital stock, voting securities or other ownership interests of the Company, except for the debentures described in Exhibit 3.04 hereto, which shall be totally redeemed on the Closing Date as set forth in Section 8 or (iii) options or other rights to acquire from the Company or from the Seller or, or other obligation of the Company to issue, any shares of capital stock, voting securities or securities convertible into or exchangeable for shares of capital stock, voting securities or other ownership interests of the Company. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

(b) The Sellers shall be on the Closing Date the legal holder and registered owner of shares of common stock and shares of preferred stock of the Company, representing, in the aggregate, 100% of the Company’s voting and total capital stock. Exhibit 3.04(b) contains a table indicating the current ownership structure of the Company as of this date. Sellers further represents and warrants to Purchaser that, as of the date hereof until the Closing Date, Sellers will have full and valid title of the Shares, free and clear of any Lien or any third party rights, except for any contrary disposition in this Agreement.

Section 3.05.  Financial Statements.  Exhibit 3.05 hereto contains a true copy of the audited consolidated financial statements of the Company for the fiscal year ended on December 31, 2007 (the “Financial Statements”), which have been prepared in accordance with the Brazilian GAAP and consistent with the Company’s past practices. The Financial Statements are true, correct and complete, can be reconciled with the books and records of the Company in all aspects and adequately reflect the financial situation of the Company on such dates, as well as the results of the Company’s

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activities in the time periods, not having occurred any transactions out of the ordinary course of business.  All accounts, notes receivable and other receivables reflected in the Financial Statements are valid, genuine and fully collectible in the aggregate amount thereof, subject to normal and customary trade discounts, less any reserves for doubtful accounts recorded on the Financial Statements. Except as disclosed by the Sellers in this Agreement or in its Exhibits, all the financial or other debts of the Company, duly reflected in the Financial Statements, are not due on the date hereof and there is no current default under any obligation of the Company.

Section 3.06.  Properties.  (a) Except for the mortgages described in Exhibit 3.06(a), the Company has good and marketable, indefeasible, legitimate title, free and clear of any Liens, or, in the case of leased property and assets, has valid leasehold interests in, all property and assets (whether real, personal, tangible or intangible) reflected on the Financial Statements. Except for the mortgages described in Exhibit 3.06(a), none of such property or assets is subject to any Lien.

(b) The properties and assets owned, leased or subleased or licensed by the Company, or which it otherwise has the right to use, constitute all of the properties and assets used or held for use in connection with the business of the Company and are adequate to conduct such business as currently conducted.  All of the Company’s properties and assets are in good working condition and repair, ordinary wear and tear excepted, and have been maintained in a manner consistent with generally accepted industry practice.

Section 3.07.  Absence of Certain Changes.  Except as (a) approved in writing by the Purchaser or (b) otherwise permitted or required by this Agreement, or (c) required by Law, any judgement, decree or order, or (d) in the ordinary course of business and consistent with past practices, as from December 31, 2007 and up to the date hereof, there has been:

(i) no physical damage, destruction, loss or abandonment of any asset or property of the Company;

(ii) no acquisition, sale, assignment, transfer, lease, sublease, license or other disposal of any asset or property of the Company;

(iii) no change in the management practices of the Company;

(iv) no change in the accounting policies and practices of the Company;

(v) no creation of any Liens on all or any portion of any asset or property of the Company;

(vi) no amendment, modification, alteration, failure to renew or termination of any contract;

(vii) no waiver of any rights of the Company or any cancellation of any claims, debts or accounts receivable owing to the Company, other than in the ordinary course of business;

(viii) no redemption of capital stock or declaration or payment of any dividends or distributions (whether in cash, securities or other property) to the current holders of capital stock of the Company and no other forms of transfer of funds from the Company to its shareholders;

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(ix) no issuance of shares of capital stock, notes, bonds or other securities, convertible or not into shares of capital stock, or any option, warrant or other right to acquire the same, or any other interest in the Company;

(x) no advance or capital contribution to or investment by the Company;

(xi) no entering into any joint venture or similar arrangement by the Company;

(xii) no entering into any form of financial agreement;

(xiii) no revaluation of any tangible or intangible assets of the Company;

(xiv) no litigation, which has had or could have an adverse effect on the Company or its financial condition;

(xv) no incurrence of any damage, destruction or similar loss, whether or not covered by insurance;

(xvi) no material adverse change in the Company’s financial condition, business, operations or prospects;

(xvii) no change in the labor conditions of the Employees, or increase in the compensation or benefits or establishment of any new bonus, insurance, severance, retirement, profit sharing, or other similar employee benefit plans to any Employees;

(xviii) no event that could reasonably be expected to prevent or materially delay the performance of the Sellers or the Company's obligation pursuant to this Agreement and the consummation of the transaction contemplated herein; and

(xix) no commitment by the Sellers or the Company to do any of the foregoing.

Section 3.08.  Contracts.  (a) Exhibit 3.08 (a)(i) hereto contains a list of all agreements entered into and executed by the Company in force as of this date. All the agreements presently in force to which the Company is a party were entered into and executed in the ordinary course of business, having conformed to all the required legal formalities, are valid, binding and in full force and effect and are enforceable against the Company. Except for those listed in Exhibit 3.08 (a)(ii), the Company is not in default of any obligations arising from these agreements, there is no event, occurrence, condition or act (including the Closing of the transaction contemplated herein) which, with the giving of notice or the lapse of time or both would become a default by the Company.

(b) Except for the agreements described in Exhibit 3.08(b), no consent or approval is required in order to consummate the transactions contemplated herein, including without limitation the change of control of the Company.

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Section 3.09.  Guaranties.  The Company has not secured any third parties’ obligations, including obligations of the Sellers.

Section 3.10.  Litigation.  (a) Except as disclosed in Exhibit 3.10(a) hereto, there is no, and on the Closing Date there will not be any, claim, action, suit, investigation or proceeding (or any basis thereof) pending against, threatened against or affecting, the Company or any of their respective properties before any court or arbitrator or any Governmental Authority.  Except as disclosed in Exhibit 3.10(a) hereto, the Company is not subject to any judgment, injunction, order, decree or arbitration award. There is no, and on the Closing Date there will not be any, claim, action, suit, litigation, investigation or proceeding (or any basis therefor) outstanding or pending against, threatened against or affecting the Company or any of their respective properties before any court or arbitrator or any Governmental Authority that would prevent the Company from entering into or implementing the transactions contemplated in this Agreement.

(b) The Sellers are not aware of any facts or circumstances which could result in a private or governmental claim, action, suit, investigation or proceeding (or any basis therefor) against the Company. On the Closing Date there will be no judgement, decree or order against the Company that could prevent, enjoy, or alter or delay any of the transactions contemplated herein.

Section 3.11.  Licenses and Permits.  Exhibit 3.11 correctly describes each license, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company (the “Permits”) together with the name of the Government Authority or other entity issuing such Permit.  The Seller represents and warrants that, as of the date hereof, and on the Closing Date (i) each Permit is valid and in full force and effect, (ii) the Company is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any Permit and (iii) none of the Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby.  The Permits constitute all of the material licenses, franchises, permits, certificates, approvals or other similar authorization necessary to conduct the Company’s business as currently conducted.

Section 3.12.  Intellectual Property Rights.  (a) Exhibit 3.12 contains a true and complete list of all Intellectual Property Rights owned by the Company and all Intellectual Property Rights used by the Company by license or other agreement.  The Intellectual Property Rights represent all items of intellectual property necessary to permit the Company to conduct its operations as currently conducted. Company's Intellectual Property Rights are duly registered, or may be the case, filed for registry, with INPI and are in good standing with all fees and filings due as of the date hereof and the Closing Date. Company's Intellectual Property Rights are not licensed in any way to any third party and the use thereof by any third party is not in any way authorized.

(b) There is no claim, action, suit, investigation or proceeding (or any basis therefor) pending against the use by the Company of any Intellectual Property Right. Neither the Sellers nor the Company has received notice of any claims (i) challenging the validity, effectiveness or ownership of the Intellectual Property, or (ii) to the effect that the use, distribution, licensing, sublicensing, sale or any other exercise of rights in any product, work, technology or process as now used or offered or proposed for use, licensing, sublicensing or sale by the Company infringes on or misappropriates any

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intellectual property or other proprietary or personal right of any Person. All of the rights within the Intellectual Property are valid. There is no unauthorized use, infringement or misappropriation of any Company's Intellectual Property by any third party or by any Employee or former employee.

Section 3.13.  Taxes.  (a) Except as set forth in Exhibit 3.13 hereto, all Taxes and Tax Liabilities of the Company for all taxable periods before the date hereof and due until the Closing Date, were and shall be duly and timely performed, paid or accrued for. There is no proceeding against, or audit of, the Company now pending or threatened by any Governmental Authority regarding any Taxes assessed on and due by the Company.

(b) Except as set forth in Exhibit 3.13 hereto: (i) the Company has filed in a timely manner (or there has been filed on its behalf) with the appropriate Governmental Authorities all Tax Returns required to be filed by it and all such Tax Returns are true, complete and correct as filed; (ii) all Taxes required to be paid by the Company (including Taxes required to be deducted or withheld and paid over to a taxing authority) have been timely paid in full or are reflected as Tax reserve on the Financial Statements of the Company; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any Taxes or Tax Returns of the Company; (iv) no audits or other administrative proceedings or court proceedings have formally commenced or are presently pending with regard to any Taxes or Tax Return of or including the Company, and no notification has been received by the Company or the Seller that such an audit or other proceeding is pending or threatened with respect to any Taxes due from or with respect to the Company or any Tax Return filed (or required to have been filed) by or with respect to the Company; (v) there are no Liens for Taxes upon the assets of the Company; (vi) the Company is not a party to, is bound by, or has any obligation under any agreement or arrangement providing for the allocation, sharing or indemnification of Taxes or is otherwise obligated to indemnify any party for any Taxes; and (vii) the Company has not requested an extension of time within which to file any Tax Return in respect of any taxable year, which Tax Return has not since been filed.

Section 3.14.  Employee Matters.  (a) Exhibit 3.14(a) hereto sets forth an accurate and complete list of the names, titles, hiring dates, accrued vacation time, current monthly rates of salary, bonus, employee benefits and other compensation of all employees (including, without limitation, managers, officers and directors) of the Company and of Prestserv, including any such employee who is on disability leave or any other leave of absence.

(b) There is no liability of any kind with respect to amounts withheld or deducted amounts from employees' earnings, for the period ending on or the date hereof and there will be no liability of any kind ending on or the Closing Date. The Company is in compliance with all Brazilian federal, state, municipal and other applicable laws and regulations relating to the employment of labour, including all such laws, regulations and orders relating to wages and hours, labour relations, civil rights, safety and health, workers' compensation, and social security and other taxes.

(c) There is no (and has not been during the last five years) labour strike, slow down, stoppage or other material labour difficulty, actual or threatened, against or affecting the Company.

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(d) The Company has established an adequate accounting reserve for all labour obligations, dues and liabilities with respect to the period until the date hereof. There are no overdue and payable sums owed to Employees, other than the respective accounting provisions.

(e) Neither the Seller nor the Company is a party to, and has no obligations under or with respect to, any collective bargaining or other labor union contract applicable to the Employees and no collective bargaining agreement is being negotiated by the Company that may obligate it thereunder.

Section 3.15.  Environmental Matters.  The Company has at all times been in compliance with all applicable Environmental Laws. The Company has applied for and received all permits required under Environmental Laws for their respective assets and business (“Environmental Permits”) and has, and will have until the Closing Date obtained or filed for all the Environmental Permits, approvals, licenses and authorizations required by law to carry on the business as now conducted by the Company. There are no pending claims in writing by any Governmental Authority or any other person in respect of Environmental Laws affecting the Company or the business. The Company has not received any written notice of any violations of any Environmental Laws or has received any written warning notices, administrative complaints, judicial complaints or other formal or informal notices from any person alleging that conditions of the business of the Company are, or may be, in violation of any Environmental Laws. There is not now, nor has there ever been, any treatment, storage, disposal, discharge or other type of release of hazardous substances on property adjacent to or near the real properties owned and/or leased by the Company or to the surface or ground water flowing to the real properties owned and/or leased by the Company which has resulted in contamination of such real properties.

Section 3.16.  Insurance.  Exhibit 3.16. contains all of the insurance policies or programs relating to the properties and assets of the Company in effect as of the date hereof. All of such insurance policies are and will be on the Closing Date (i) in full force and effect; (ii) underwritten by financially sound and reputable insurers, (iii) sufficient for all applicable requirements of law; and (iv) secure coverage in amounts and against all risks that are normal and customary for the operation of the businesses of the Company. All of such insurance policies will remain in full force and effect in accordance with their terms and will not terminate or lapse by reason of any of the transactions contemplated hereby. The Company is not in default with respect to its obligations under any of such Insurance Policies.

Section 3.17.  Powers of Attorney.  Exhibit 3.17 hereto contains copies of all powers of attorney granted by the Company and in full force and effect. The powers of attorney were validly granted by the Company and in good standing under its by-laws, and all acts executed pursuant any of the powers of attorneys were valid and effective.

Section 3.18.  Inventory. All the inventory of the Company are in good physical condition and are fully usable, merchantable, saleable and fit for the purpose for which it was manufactured or produced. The Company has no obligations, contingent or otherwise, to repurchase or replace any product it has sold other than in the ordinary course of business. The expected costs of such repurchases and replacements are expected to be consistent in amount and scope with prior experience.  There is no inventory on consignment. Except for inventory in transit in the ordinary course, the inventory is located in the main address at the Company or in any of its branches. From

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the date hereof until the Closing Date the Company and the Sellers undertake to take all the measures so as to prevent the occurrence of any changes in the inventory of the Company out of the ordinary course of business.

Section 3.19.  No Undisclosed Liabilities.  There are no liabilities of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability, other than (i) liabilities provided for in the Financial Statements; or (ii) disclosed in any Exhibit attached herein.

Section 3.20.  Certain Representations with respect to the U.S. Regulations.  Neither the Company, nor any of its Affiliates, nor any of its current or former shareholders (directly or indirectly), directors, officers, employees, agents or other persons acting on behalf of the Company have ever violated or committed any act or made any payment in violation of, or that requires disclosure under, the United States Foreign Corrupt Practices Act, including but not limited to have offered, promised or given, or authorized or approved the payment, gift or promise of anything of value, directly or through a third party, to any “government official” (broadly defined to include any official, employee or agent of an entity owned or controlled by a government, any official or employee of a public international organization, any candidate for political office, and any political party or party official) for the purpose of securing any improper business advantage for the Company or any of its Affiliates in relation to the business, including to obtain or retain business or agreements.

Section 3.21.  Representations Complete.  None of the representations or warranties made by the Sellers and the Company herein or in any other related document, have or will have at the Closing Date any untrue statement, or omits or will omit as of date hereof and at the Closing Date to state any fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

B)    Nordeste Empreendedor represents and warrants to the Purchaser that each of the following representations and warranties is, as of the date hereof, and will be, on the Closing Date, true and correct and in full force and effect:

Section 3.22.  Existence and Power.  Nordeste Empreendedor is duly organized, validly existing and in good standing under the laws of the Federative Republic of Brazil.

Section 3.23.  Authorization, Required Filings and Consents.  (a) The execution, delivery and performance by Nordeste Empreendedor of this Agreement and the consummation of the transactions contemplated hereby are duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Nordeste Empreendedor are necessary to consummate the transactions contemplated herein.

(b) No filing or registration with, or notification by Nordeste Empreendedor to, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Nordeste Empreendedor, or the consummation by Nordeste Empreendedor of the transactions contemplated by this Agreement.

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Section 3.24.  Noncontravention.  (a) The execution, delivery and performance of this Agreement and any other agreement or document related hereto and the consummation of the transactions contemplated hereby by Nordeste Empreendedor do not and will not (i) violate the organizational documents or its article of association, (ii) conflict with or violate any Law applicable to Nordeste Empreendedor, nor (iii) require any consent or other action by any Person.

(b) For the purposes of Section 3.04, on or prior to the Closing Date, Nordeste Empreendedor (together with the members of the Board of Directors of the Company holding one (1) preferred class A share of capital stock of the Company each) agrees to sell, convey, assign, transfer and deliver to the Sellers and the Sellers agree to purchase and acquire from Nordeste Empreendedor (and from the members of the Board of Directors of the Company holding one (1) preferred class A share of capital stock of the Company each) all of the 15,077 shares of class A preferred stock jointly held by Nordeste Empreendedor and the members of the Board of Directors of the Company, so that on the Closing Date the Seller be the legal holder and registered owner of all the Shares, including such 15,077 preferred shares of class A stock, in the proportion set forth in Exhibit A hereto.

ARTICLE 4

Representations and Warranties of the Purchaser

The Purchaser hereby represents and warrants to the Sellers and the Company that each of the following representations and warranties is, as of the date hereof, and will be, on the Closing Date, true and correct and in full force and effect:

Section 4.01.  Existence.  The Purchaser have been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization.

Section 4.02.  Authorization, Binding Effect.  The execution, delivery and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the powers of the Purchaser and have been duly authorized by all necessary action on the part of the Purchaser. This Agreement and Exhibits have been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the Seller and the Company, constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally.

Section 4.03.  Governmental Authorization.  The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby require no action, approval, consent or declaration by or in respect of, notice or filing with, any Governmental Authority, agency or official.

Section 4.04.  No Conflict.  The execution and delivery of this Agreement by the Purchaser do not, and the performance by the Purchaser of its obligations hereunder and the consummation of the transactions contemplated herein will not, (i) conflict with or violate any provision of its by-laws, (ii) conflict with or violate any Law applicable thereto or by which any of its property or asset is bound

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or affected or (iii) result in any breach of or constitute a default (or an event which with the giving of notice or lapse of time or both could reasonably be expected to become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any of their property or asset pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation.

Section 4.05.  Representations Complete.  None of the representations or warranties made by the Purchaser herein contains at the date hereof or will contain at the Closing Date any untrue statement of a material fact, or omits at the date hereof or will omit at the Closing Date to state any material fact necessary in order to make the statements contained herein, in the light of the circumstances under which made, not misleading.

ARTICLE 5

Covenants of the Company, the Sellers

Section 5.01.  Conduct of Business.

(a) From the date hereof until the Closing Date, the Sellers shall cause the Company to, and the Company shall conduct its business in the ordinary and usual course of business. In addition to the above, the Sellers shall not take any action that may lead the Company to cause or experience: (i) physical damage, destruction, loss or abandonment of any asset or property of the Company; (ii) acquisition, sale, assignment, transfer, lease, sublease, license or other disposal of any asset or property of the Company; (iii) any change in the management practices of the Company; (iv) any change in the accounting policies and practices of the Company; (v) creation of any Liens on all or any portion of any asset or property of the Company; (vi) any amendment, modification, alteration, failure to renew or termination of any material contract; (vii) waiver of any rights of the Company or any cancellation of any claims, debts or accounts receivable owing to the Company, other than in the ordinary course of business; (viii) redemption of capital stock or declaration or payment of any dividends or distributions (whether in cash, securities or other property) to the current holders of capital stock of the Company and no other forms of transfer of funds from the Company to its shareholders; (ix) issuance of shares of capital stock, notes, bonds or other securities, convertible or not into shares of capital stock, or any option, warrant or other right to acquire the same, or any other interest in the Company; (x) advance or capital contribution to or investment by the Company; (xi) entering into any joint venture or similar arrangement by the Company; (xii) entering into any form of financial agreement; (xiii) revaluation of any tangible or intangible assets of the Company; (xiv) litigation, which could have a material adverse effect on the Company or its financial condition; (xv) any loss to the Company; or (xvi) any adverse change in the Company’s financial condition, business, operations or prospects.

(b) If any of the events described above occurred or are reasonably expected to occur, the Sellers  shall promptly give notice to the Purchaser and to the extent possible, shall discuss with the Purchaser any action to be taken by the Company as a result thereof.

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(c) Notwithstanding Section 5.01(a) above, prior to the Closing Date the Company shall not, and the Sellers shall not cause the Company to, enter into, modify, amend or terminate any contract having an aggregate value of more than R$200,000.00, except as first approved in writing by the Purchaser.

Section 5.02.  Access to Information; Confidentiality.  From the date hereof until the Closing Date, the Company, and the Sellers  will (i) from time to time upon reasonable prior notice and during regular business hours, give the Purchaser and its counsel, financial advisors, auditors and other authorized representatives full access to the offices, properties, books and records relating to the Company, (ii) furnish to the Purchaser and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of the Sellers or the Company to cooperate with the Purchaser in its investigation of the Company. No investigation by the Purchaser or its counsel, financial advisors, auditors or any other person or other information received by the Purchaser or its counsel, financial advisors, auditors or any other person shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company or the Sellers hereunder.

Section 5.03.  Exclusive Dealing.  From the date hereof until the Closing Date, the Company, the Sellers  shall cause their respective shareholders, officers, directors, employees, agents, representatives, financial advisors, attorneys, accountants and other agents to, as applicable, refrain from taking any action, directly or indirectly, to encourage, initiate, solicit or engage in discussions or negotiations with, or provide any information to, any Person, other than the Purchaser and its respective Affiliates, concerning any direct or indirect sale of the capital stock of the Company or any merger, sale or transfer of assets or similar transaction involving the Company. The Company and the Sellers further agrees that, in the event of a breach of or a default under this Section 5.03, the remedies foreseen in Article 10 would be insufficient and that the aggrieved Party shall be entitled to (i) specific performance to enjoin any breach, or the continuation of any breach, of the provisions of this Section 5.03 and (ii) a punitive penalty (multa punitiva não-compensatória) for each of the violating party and for each violation individually the amount of R$500,000.00 (five hundred thousand Reais).

Section 5.04.  Certain Employees.   The Sellers shall continue in their current positions with the Company until December 31, 2011, and they shall cause Elton to serve as a manager of the Company until December 31, 2011, pursuant to the terms and conditions set forth in the Management Agreements to be executed on the Closing Date, substantially in the form of Exhibit 5.04 hereto and upon payment of a market salary.

ARTICLE 6

Covenants of the Company, the Sellers and the Purchaser

Section 6.01.  Best Efforts; Further Assurances.  Subject to the terms and conditions of this Agreement, the Parties hereto will use their respective best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement, including but not

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limited to the Purchaser’s obligation of using its best efforts to obtain and deliver to Wachovia Bank, National Association all the documents listed in Exhibit 6.01, for the purposes of meeting the condition set forth in Section 7.02(k). The Parties agree to cause the Company to execute and deliver all such documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

Section 6.02.  Confidentiality.  From and after the date hereof, the Parties agree to hold, and to use their best efforts to cause their Affiliates and respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, any and all information regarding the terms and conditions of this Agreement, any financial, Tax-related or commercial information of the Parties (“Confidential Information”).  The terms and conditions of this Agreement may only be disclosed in the event that any of the Parties is compelled to disclose such information by law, rule, regulation, order or decree enacted by a Governmental Authority to which the Party is subject or as a result of judicial or administrative process in connection with any action, suit, proceeding or investigation.  In any event the terms and conditions of this Agreement are disclosed, the Party concerned shall take all such steps as may be reasonable in the circumstances to agree the contents of such disclosure with the other Party before making such disclosure.

Section 6.03.  Certain Filings.  The Parties agree to cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

Section 6.04.  Public Announcements.  The Parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public statements the making of which may be required by applicable law or any listing agreement with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation.

ARTICLE 7

Conditions to Closing

Section 7.01.  Conditions to Obligations of the Purchaser and the Sellers.  The obligations of the Purchaser and the Sellers to consummate the Closing are subject to the satisfaction of the following conditions:

(a) There shall not be threatened, instituted or pending any action or proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing by any Person before any court, arbitrator or governmental body, agency or official.

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(b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing.

(c) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have been taken, made or obtained.

Section 7.02.  Conditions to Obligation of the Purchaser.  The obligation of the Purchaser to consummate the Closing is subject to the satisfaction (or waiver by Purchaser) of the following further conditions:

(a) (i) Each of the Sellers shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of the Sellers contained in this Agreement and in any certificate or other writing delivered pursuant hereto (A) that are qualified by materiality or material adverse effect shall be true at and as of the Closing Date as if made at and as of such date, and (B) that are not qualified by materiality or material adverse effect shall be true in all material respects at and as of the Closing Date as if made at and as of such time, (iii) the Purchaser shall have received a certificate signed by each of the Sellers to the foregoing effect and such other information as the Purchaser may reasonably request to determine the satisfaction of this condition.

(b) There shall not be threatened, instituted or pending any action or proceeding by any Person before any court or governmental authority or agency, domestic or foreign, (i) seeking to restrain, prohibit or otherwise interfere with the purchase and sale of the Shares or the ownership or operation by the Company or the Purchaser of all or any material portion of the business or assets of the Company or of the Purchaser or any of their respective Affiliates or to compel the Company or the Purchaser or any of their respective Affiliates to dispose of all or any material portion of the business or assets of the Company or of the Purchaser or any of their respective Affiliates, (ii) seeking to impose or confirm limitations on the ability of the Purchaser effectively to exercise full rights of ownership of the Shares, including without limitation, the right to vote all additional Shares on all matters properly presented to the Company’s stockholders or (iii) seeking to require divestiture by the Purchaser of any Shares.

(c) There shall not be any action taken, or any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to the acquisition of the Shares, by any court, government or governmental authority or agency, domestic or foreign, that, in the reasonable judgment of the Purchaser could, directly or indirectly, result in any of the consequences referred to in clauses 7.02(b)(i) through 7.02(b)(iii) above.

(d) The Purchaser shall have received evidence establishing that, at the time of the Closing the representations and warranties contained in Section 3.04 shall be true and correct in all respects.

(e) The Purchaser shall have received all documents it may reasonably request relating to the existence of the Sellers and the authority of the Sellers to execute, deliver and perform this Agreement, all in form and substance satisfactory to the Purchaser.

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(f) All obligations, agreements, contracts, powers of attorney, plans, leases, arrangements and commitments owed between any Affiliate, on the one hand, and the Company, on the other hand, as of the Closing shall have been settled or terminated.

(g) The Purchaser shall have received the following clearance certificates in the name of the Seller and the Company: (i) Debt Clearance Certificate - CND issued by the Instituto Nacional do Seguro Social (Brazilian Social Security Institute - INSS); (ii) Federal Taxes Clearance Certificate issued by the Secretaria da Receita Federal (Brazilian Federal Revenue Office); (iii) Clearance Certificate - - CRS issued by the Fundo de Garantia por Tempo de Serviço (Brazilian Unemployment Compensation Fund - FGTS).

(h) The Purchaser shall have received (a) a written resignation from each one of the members of the Board of Directors of the Company, and (b) a written release from each member of the Board of Directors of the Company, releasing the Company from any and all obligations or liabilities that may be owed by the Company to such member in its capacity of member of Board of Directors and individual shareholder of the Company.

(i) The Purchaser shall have received evidence that the Company has obtained all the consents and approvals listed in Exhibit 3.08(b).

(j) The Purchaser shall have been satisfied, in its sole discretion, with the results of its legal, accounting, labor, tax and business due diligence review of the Company, including, without limitation, the operation, business, assets, working capital, liabilities and prospects of the Company and any Affiliates thereof.

(k) Wachovia Bank, National Association shall have disbursed the loan contemplated by the $30,000,000 Second Amended and Restated Promissory Note and the Third Modification to Note and Loan Agreement and Reaffirmation of Guaranty, among Lakeland, National Association Bank and others.

ARTICLE 8

Closing

Section 8.01.  Closing.  Subject to the terms and conditions set forth herein, and the satisfactory completion (or waiver) of each of the conditions precedents contemplated in Article 7 above, the closing of the deal contemplated by this contract ("Closing") shall take place at the offices of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga, at Alameda Joaquim Eugênio de Lima, 447, in the City of São Paulo, State of São Paulo, on May 9th, 2008 (“Closing Date”).

Section 8.02.  Closing Transactions.  On the Closing Date, the following actions shall be taken by the Parties, all of which considered to have taken place simultaneously ("Closing Transactions"):

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(i) The Purchaser shall pay to the Sellers the Purchase Price less the Retained Amount, in Reais, by wire transfer, in immediately available funds, to the Sellers’ bank account in Brazil, designated in Exhibit 2.03, and cause the Company to pay all the Outstanding Debts with due regard for item 2.07.

(ii) The Parties shall hold a shareholders' meeting in the form contained in Exhibit 8.02(ii) hereto in order to accept the resignation of actual members of Board of Director of the Company and elect the new members of the Board of Directors, to be appointed by the Purchaser.

(iii) The Purchaser shall deposit the Retained Amount with the Escrow Agent upon execution and delivery of the Escrow Agreements, substantially in the form of Schedule 2.04 hereto.

(iv) The Sellers and the Purchaser shall execute in the share transfer book (livro de transferência de ações nominativas) of the Company deeds of transfer of 1,492,624 shares of common stock and 15,077 shares of preferred stock, representing, in the aggregate, 100% of the Company’s voting and total capital stock, free and clear of any Liens, together with all documents reasonably required to transfer assign and deliver title to such Shares to the Purchaser.

(v) The Company and Miguel, Marcia, Elder and Elton shall execute and deliver the Management Agreements contemplated by Section 5.04.

(vi) The Company and Wachovia Bank, National Association  shall execute and deliver certain collateral agreements on terms and conditions to be mutually agreed by the Purchaser and Wachovia Bank, National Association , pursuant to which the Company shall grant a first priority security interest in and to all of its assets to secure the payment of all amounts required to be paid under the Third Modification to Note and Loan Agreement and Reaffirmation of Guaranty, among Lakeland, Wachovia Bank, National Association and others.

(vii) Each Party shall confirm that all the representations and warranties given by them are true and correct as of the Closing Date; and that there has not been any breach of the representations and warranties given by each Party nor of any covenant pursuant to this Agreement.

ARTICLE 9

Post-Closing Obligations

Section 9.01.  Employees of Prestserv.  Within six (6) months from the Closing Date, the Parties shall negotiate in good faith the terms pursuant to which the Company shall absorb the employees of Prestserv associated with the activities of production and manufacture of personnel equipment of the Company. The Parties shall agree on terms that are less burdensome to the Company.

Section 9.02.  Non Compete and Non-Solicitation.  (a) Each of the Sellers agrees that for a period of seven (7) years from the Closing Date (or 7 (seven) years from the termination of the relevant Management Agreements, whichever occurs later), it shall not, directly or indirectly (i) provide consulting or other services to, serve as a director or other advisor to, maintain any employee relationship with, or make any loan, extend credit to, or have any ownership interest in, any Person that competes with the Business or operates a business similar to the Business within the territory of

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Brazil, (ii) solicit any Person not to conduct business with the Company, the Purchaser or their respective Affiliates or to conduct its business with any Person that operates a business similar to the Business within the territory of Brazil or otherwise interfere with such customer relationship.

(b) None of the Sellers shall directly or indirectly, and the Sellers shall cause any of their respective Affiliates or Persons in which they have or may have an equity interest, not to directly or indirectly, at any time prior to the 7th (seventh) anniversary of the Closing Date, solicit (x) any Person who is offered employment by the Company or their respective Affiliates, not to accept such offer of employment or (y) any Person who is employed by the Company or their Affiliates, to leave the employment in the Company or their Affiliates and to work for, or to form a new entity with any Person.

(c) Each of the Sellers hereby acknowledges and agrees that the provisions of this Section 9.02 are reasonable and necessary for the Company, the Sellers, the Purchaser and their respective Affiliates’ protection and that if any portion thereof shall be held contrary to Law or invalid or unenforceable in any respect in any jurisdiction, or as to one or more periods of time, areas of business activities, or any part thereof, the remaining provisions shall not be affected but shall remain in full force and effect and that any such invalid or unenforceable provision shall be deemed, without further action on the part of any Person, modified and limited to the extent necessary to render the same valid and enforceable in such jurisdiction. Each of the Parties further agrees that, in the event of a breach of or a default under this Section 9.02, the remedies foreseen in Article 10 would be insufficient and that the aggrieved Party shall be entitled to (i) specific performance to enjoin any breach, or the continuation of any breach, of the provisions of this Section 9.02 and (ii) a punitive penalty (multa punitiva não-compensatória) for each of the violating party and for each violation individually considered in the amount of R$500,000.00 (five hundred thousand Reais), being such penalty exclusively due by the defaulting Seller.

Section 9.03.  Access to Books and Records.  On and after the Closing Date, the Sellers will afford promptly to the Company, the Purchaser, Lakeland and their respective agents reasonable access to its books of account, financial and other records (including, without limitation, accountant’s work papers), information, employees and auditors to the extent necessary or useful for the Company, the Purchaser or Lakeland in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Company.

Section 9.04.  Non-disparagement. From the date hereof until the termination hereof, Sellers will not, and will not permit any of their respective Affiliates, to knowingly make any statement, written or oral, which disparages or is derogatory to the Company in any communications with any Person.

ARTICLE 10

Indemnification

Section 10.01.  Indemnification.  Subject to Sections 10.02 and 10.03 below, each Party hereby agrees to indemnify and hold the other Party, the Company and its shareholders, officers, directors and employees, and their respective Affiliates and successors (“Indemnified Parties”), harmless from any and all liability, loss, damage, fine, penalty, partially or totally non-existing assets or receivables,

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claims, awards, judgments, costs and expenses (including reasonable fees and expenses of attorneys) (“Losses”) incurred or suffered by any of the Indemnified Parties in connection with, relating to or as a result of (i) any misdisclosure, inaccuracy, untruthfulness, violation or breach of any representations and warranties given in this Agreement; and/or (ii) any breach  of any covenant or agreement contained in this Agreement. Additionally, the Sellers hereby agree to indemnify and hold the Indemnified Parties, harmless from any and all Losses incurred or suffered by any of the Indemnified Parties in connection with, relating to or as a result of any and all debts and liabilities of any kind (tax, labour, civil, environmental etc.), including but not limited to those related to judicial or administrative procedures, resulting from any act or omission, fact, event or circumstance related to the Company or its business that occurred on or prior to the Closing Date, which have not been recorded in the Financial Statements, whether or not known by the Sellers and whether or not included in the Exhibits hereto attached, or which, if recorded in the Financial Statements, are not adequately provisioned in the Company’s accounting records.

Section 10.02.  Survival of Indemnity Obligation.  The obligation to indemnify pursuant to this Article 10 shall remain in full force and effect for the survival periods of the indemnification obligations according to the applicable law.

Section 10.03.  Indemnification Procedures.  (a) In the event that any action, suit, proceeding, demand, assessment or other notice of claim (“Claim”) is at any time instituted against or made upon any Indemnified Party for which indemnification may be due from the Sellers pursuant to Section 10.01 above, such Indemnified Party shall notify the Sellers of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Agreement. The Sellers shall have the right, at its election, to take over the defense of such claim by giving written notice to the Indemnified Party at least 5 (five)  Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Sellers make such election, they may conduct the defense of such claim through counsel reasonably acceptable to the Indemnified Party, shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim; provided, that if the Indemnified Party shall have concluded that there may be legal defenses available to it which are different from or in conflict with those available to the Seller, the Indemnified Party shall have the right to select separate counsel (reasonably acceptable to the Sellers) to assume such legal defenses or to otherwise participate in the defense of such action at the expense of the Sellers. The Sellers shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party. So long as the Sellers are diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense; provided, that the Seller shall not be obligated to indemnify the Indemnified Party in connection with any such payment or settlement unless the Seller shall have consented thereto, such consent not to be unreasonably withheld. If the Sellers do not make an election to take over defense or settlement of a claim, or having made such election does not, in the reasonable opinion of the Indemnified Party, proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Seller Party), at the expense of the Sellers, take over the defense of and proceed to handle such claim in its discretion and the Sellers shall be bound by any defense or settlement that the Indemnified Party may make in good faith.

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(b) The Party responsible for the conduct of the defense of a lawsuit or arbitration proceeding shall provide the other Party with copies of the main court or arbitration filings (peças processuais) as well as quarterly reports regarding the conduct of the defense, which shall include, among others, the status and the analysis of the probability of success of such defense.

Section 10.04.  Cooperation.  The Parties agree to cooperate in defending such claims and the Sellers, the Company and the Indemnified Party shall provide any information necessary to the other party and such access to its books, records and properties as any Seller or Indemnified Party shall reasonably request with respect to any matter for which indemnification is sought thereunder; and the parties hereto agree to cooperate with each other in order to ensure the adequate defense thereof. Any information obtained under these provisions shall be deemed confidential and its use in relation to any third party or any claim shall be used upon and in accordance with a prior written agreement between the Indemnified Party and the Seller.

Section 10.05.  Due Date.  (a) With regard to third party claims for which indemnification is payable hereunder such indemnification (and not expenses and similar costs, which become due as and when incurred) shall become due by the Seller upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five Business Days  after the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim in accordance with the preceding paragraphs.  Notwithstanding the foregoing, the reimbursement of expenses, fees and similar costs of the Indemnified Party shall be due on a current basis by the Sellers if such expenses are a liability of the Sellers. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be due promptly by the Sellers upon demand by the Indemnified Party.

(b) Any amounts to be indemnified by a Party to another Party shall be duly adjusted by the CDI from the date any of the Losses are effectively incurred, suffered or paid by the Indemnified Party until the date the respective indemnification is paid by the Sellers. All payments to be made by the Sellers pursuant to this Article 10 that are not paid after due date or a valid demand for payment is made (whichever is earlier) shall continue to be adjusted by the CDI from the date any such amount is due until the date of the respective payment. Additionally, the Seller shall pay a punitive penalty (multa punitiva não-compensatória) of 2% (two per cent) over the outstanding amount duly adjusted by CDI, as described above.

Section 10.06.  Guarantee (”Fiança”). To secure the payment of all amounts required to be paid by the Sellers under this Agreement, with interest at the rates set forth herein, and the full performance by the Sellers of all of the other terms, covenants and obligations set forth herein, the Sellers, with the consent of their spouses, hereby irrevocably and irreversibly, jointly and severally, guarantee the Sellers’ obligation to pay any indemnity under this Article 10, waiving all benefits under Articles 827, 834, 835, 836, 837,837, 838 and 839 of the Brazilian Civil Code.

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ARTICLE 11

Termination

Section 11.01.  Right to Terminate.  This Agreement may be terminated at any time prior to the Closing without liability or penalty to any of the Parties:

(i) by the mutual written consent of the Parties;

(ii) by either Party in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and unappealable; and

(iii) by either Party in the event that the Closing does not occur until 9th May 2008, so as long as the terminating Party is not in breach of any of its representations, warranties, covenants or agreements hereunder before the termination.

Section 11.02.  Effects of Termination.  In the event of termination of this Agreement as provided in Section 11.01, this Agreement shall immediately become void and there shall be no liability on the part of any Party to this Agreement, except that:

(i) the obligations under Sections 6.02, 12.01 and 13.06 will survive; and

(ii) nothing in this Article 11 shall relieve either Party from liability for any breach, failure to perform or comply with this Agreement which has given the right to the other Party to exercise the right of termination pursuant to Section 11.1 of this Agreement.

Section 11.03.  Remedies.  (a) At any time prior to the Closing, either Party may:

(i) extend the time for the performance of any of the obligations or other acts of the other Party;

(ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement; or

(iii) waive compliance with any of the agreements or conditions contained in this Agreement.

(b) This Agreement may only be terminated prior to Closing and in accordance with Section 11.01 of this Agreement.  After the Closing has taken place, the indemnification rights provided for in Article 10 of this Agreement shall be the sole and ultimate remedy available to the Parties with respect to any breach of the representations and warranties of the Parties in this Agreement, and/or any breach of any covenant or other term in this Agreement.

ARTICLE 12

Dispute Resolution

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Section 12.01.  Arbitration.  (a) Any dispute arising between the Parties in connection with this Agreement, its interpretation, validity, performance, enforceability, breach or termination, shall be settled in an amicable way by the Parties by direct negotiations held in good faith for a term not exceeding 30 (thirty) calendar days.

(b) If, upon expiration of the 30-day period, the Parties have not reached an amicable settlement, the dispute must be submitted to the decision of an arbitration panel and shall be finally settled under the rules of Arbitration of the Chamber of Commerce Brasil-Canadá (“CCBC”) by 3 (three) arbitrators appointed in accordance with the said rules. Language of the proceeding shall be English. Place of arbitration and the issuance of the award shall be the City of São Paulo, State of São Paulo, Brazil. The claims and disputes taken before the arbitration proceeds shall be solved according to Brazilian law, which will also be applicable to solve any controversy regarding this arbitration Article. Notwithstanding the arbitration provisions above, the Parties hereto shall have the right to go to court in the County of São Paulo in order to (i) obtain injunctive relief or (ii) to enforce the submission of the other Party to the arbitration proceeding.

ARTICLE 13

Miscellaneous

Section 13.01.  Binding Effect. This Agreement will be binding and inure to the benefit of the Parties, their respective legal successors and permitted assignees.

Section 13.02.  Assignability.  The rights and obligations set forth in this Agreement must not be assigned, except for (i) the right of the Purchaser to act through any Affiliate incorporated in Brazil or elsewhere; or (ii) with the written consent of the other Parties.

Section 13.03.  Severability. In case any term or provision set forth in this Agreement is considered invalid, illegal or not applicable, due to any legal provision or final court decision, all the other conditions and provisions hereto will remain in full force and effect. In case any term or provision is considered invalid, illegal or inapplicable, the Parties will negotiate, in good faith, the amendment of this Agreement, so as to effect the original intent of the Parties hereto as closely as possible.

Section 13.04.  Waiver; Amendment.  (a) No failure of delay in exercising any right, power or privilege hereunder will be considered as a waiver thereof, nor will any single or partial exercise thereof prevent the future exercise thereof or the exercise of any other right, power or privilege. The rights and legal measures set forth herein will be cumulated and will not prevent any other rights or legal measures set forth in the law or in this Agreement.

(b) Any provision of this Agreement may only be amended or waived if through written form and signed by all the Parties hereto.

Section 13.05.  Notices.  All notices and communications required or allowed pursuant to this Agreement, will be made in written form, in English, and will be sent by registered mail, by fax (receipt confirmed) or e-mail (receipt confirmed), to the following addresses:

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If to the Purchaser:

Lakeland Industries Inc.

701 Koehler Avenue, suite 7

Ronkonkoma, NY 11779, USA

Fax: 631-981-9751

At.: Garry Pokrassa and Christopher J. Ryan

e-mail: GAPokrassa@lakeland.com and CJRyan@lakeland.com

if to the Sellers:

Miguel Antonio dos Guimarães Bastos

Condominio Encontro das Águas, Quadra I, Lote 39

42700-000 – Lauro de Freitas - BA

Fax: 55 71 3390-3013

E-mail: mgb@qualytextil.com.br

Elder Marcos Vieira da Conceição

Rua Clarival do Prado Valladares, 371, Condomínio Monte Trianon

Bairro Caminho das Arvores, CEP 41820-700

Salvador, BA

Fax: 55 71 3390-3013

E-mail: marcos.vieira@qualytextil.com.br

Márcia Cristina Vieira da Conceição Antunes

Alameda Cabo Frio, Quadra 34, Lote 10

Bairro Praias do Flamengo, CEP 41603-115

Salvador, BA

Fax: 55 71 3390-3013

E-mail: marciaantunes@qualytextil.com.br

if to the Company:

Qualytextil S.A.

Rua do Luxemburgo, 260

41.230-130  Salvador BA

Fax: (55 71) 3390-3001

At. Miguel Antonio dos Guimarães Bastos

e-mail: mgb@qualytextil.com.br

with copy to the Purchaser.

The Parties are entitled to amend, by means of written communication, pursuant to this Section 13.05, the addresses above.

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Section 13.06.  Expenses.  All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the Party incurring such cost or expense.

Section 13.07.  Counterparts.  This Agreement may be signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 13.08.  Entire Agreement. This Agreement (including the Exhibits attached hereto) constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede all prior agreements, understandings and offers, both oral and written, between the Parties with respect to the subject matter of this Agreement.

Section 13.09.  Language. This Agreement is being executed in the English language. The version in the Portuguese language, a copy of which is attached hereto as Exhibit 13.09, is only for reference of the Parties. In the event of any discrepancy between the English and Portuguese versions of this Agreement, the English version of the Agreement shall prevail.

Section 13.10.  Applicable Law.  This Agreement is governed and interpreted in accordance with the laws of the Federative Republic of Brazil.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized officers, as of the day and year first above written, in the presence of the two witnesses named below.

São Paulo, May 2, 2008.
LAKELAND DO BRASIL EMPREENDIMENTOS E PART. LTDA.
By:	/s/ Jose Tavares Lucena
Name:	Jose Tavares Lucena
Title:	Administrator
LAKELAND INDUSTRIES, INC.
By:	/s/ Gary A. Pokrassa
Name:	Gary A. Pokrassa
Title:	CFO
MIGUEL ANTONIO DOS GUIMARÃES BASTOS
By:	/s/ Miguel Antonio Dos Guimaraes Bastos

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ELDER MARCOS VIEIRA DA CONCEIÇÃO
By:	/s/ Elder Marcos Vieira Da Conceicao
MÁRCIA CRISTINA VIEIRA DA CONCEIÇÃO ANTUNES
By:	/s/ Marcia Cristina Vieira Da Conceicao Antunes
NORDESTE EMPREENDEDOR FUNDO MÚTUO DE INV. EM EMP. EM.
By:
Name:
Title:
By:
Name:
Title:
QUALYTEXTIL S.A.
By:	/s/ Miguel G. Bastos	By:	/s/ Elder Marcos Vieira da Conceicao
Name:	Miguel G. Bastos	Name:	Elder Marcos Vieira da Conceicao
Title:	CFO	Title:	CEO
CONCEIÇÃO MARIA PASSOS DE QUEIROZ
By:	/s/ Conceicao Maria Passos De Queiroz
ELTON DE CARVALHO ANTUNES
By:	/s/ Elton De Carvalho Antunes

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WITNESSES:
1.	2.
Name:	Name:
ID:	ID:

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EX-10.2

Exhibit 10.2

ESCROW AGREEMENT

BETWEEN

“ELDER MARCOS VIEIRA DA CONCEIÇÃO”

AS HOLDER OF THE ESCROW ACCOUNT

AND

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

AS THE ESCROW ACCOUNT BENEFICIARY

and

BANCO UBS PACTUAL S.A.

AS ESCROW AGENT

________________________________

DATED MAY 9th, 2008

________________________________

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (“Escrow Agreement”), dated May 9th, 2008 is executed by and between:

a. as Escrow Account Holder: “ELDER MARCOS VIEIRA DA CONCEIÇÃO”, Brazilian Citizen, single, businessman, bearer of the identification Card RG N. 05746155.47 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry (CPF/MF) under N. 793.295.605-63, resident and domiciled in the City of Salvador, State of Bahia, at Rua Clarival do Prado Valladares, 371, Condomínio Monte Trianon – Bairro Caminho das Arvores, CEP 41820-700 (“Escrow Account Holder”);

b.  as Escrow Account Beneficiary: LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., a limited liability company, headquartered in the City of São Paulo, State of São Paulo, at Avenida Bernardino de Campos, n.º 98, Sala 9, 14th Floor, 04004-040, corporate taxpayer register under CNPJ/MF No. 09.484.003/0001-12 (“Escrow Account Beneficiary”);

Escrow Account Holder and the Escrow Account Beneficiary are referred to herein, collectively, as “Parties”; and

c.  as Escrow Agent: BANCO UBS PACTUAL S.A., a financial institution headquartered in the City and State of Rio de Janeiro, at Praia de Botafogo 501, 5th and 6th floors, corporate taxpayer register under CNPJ/MF No. 30.306.294/0001-45 (“Escrow Agent”);

NOW WHEREAS

(a) Escrow Account Holder, Escrow Account

Beneficiary together with Lakeland Industries, Inc., Nordeste Empreendedor Fundo Mútuo de Investimento em Empresas Emergentes and Qualytextil S.A. entered into a Share Purchase Agreement on May 2nd, 2008 (the “SPA”) for the acquisition, by the Escrow Account Beneficiary of all of the outstanding capital stock of Qualytextil S.A.;

(b)  terms with initial letter in capitals and not defined herein will have the meaning attributed thereto in Clause 7 or, subsidiarily, in the SPA, as the case may be;

(c)  according to Sections 2.02 and 2.04 of the SPA, it has been agreed by the  Escrow Account Holder and the Escrow Account Beneficiary that this Escrow Agreement would be entered into and that a escrow account would be opened in the name of  the Escrow Account Holder;

(d)  the Parties hereto agree, under the terms of the SPA, that the sum of R$ 2.737.341,60, must be deposited by the Escrow Account Beneficiary in immediately available funds into the Escrow Account (as defined in Clause 1.2);

(e)  the funds maintained in the Escrow Account, as defined in Clause 1.2, below, under the terms stipulated herein shall only be used according to the terms and conditions of this Escrow Agreement;

(f)  each of Parties has requested the Escrow Agent to act as escrow agent in relation to the funds maintained according to the terms established herein;

(g)  the Escrow Agent agrees to act as escrow agent in relation to any funds maintained in the Escrow Account, according to the terms stipulated herein, and to take any steps set forth herein; and

(h)  Escrow Account Holder and Escrow Account

Beneficiary agree on releasing the Escrow Agent from any damages resulting from any transactions performed according to the terms of this Escrow Agreement, except if otherwise expressly stipulated herein.

THEREFORE, THE Parties hereto agree to enter into this Escrow Agreement in accordance with the terms and conditions set forth below.

Clause 1

Appointment of the Escrow Agent;

Escrow Account; Purpose

1.1. Appointment of Escrow Agent. The Escrow Account Beneficiary and the  Escrow Account Holder hereby appoint the Escrow Agent to act as their escrow agent in connection with the Escrow Agreement and any funds maintained deposited under the terms of this Escrow Agreement, and the Escrow Agent hereby accepts such appointment and undertakes to (i) comply with the terms and conditions established in this Escrow Agreement; and (ii) maintain the Account Funds (as defined in Clause 1.2) in escrow, within the limits established herein.

1.2. Escrow Account. The Escrow Agent hereby confirms receipt of funds in the total amount of $ 2.737.341,60, for credit into account No.7422, held by the Escrow Account Holder, at the branch no. 002 of Banco UBS Pactual S.A., opened with the Escrow Agent specifically for the purpose established in this agreement (“Escrow Account”). The Parties agree that the sums kept in the Escrow Account, including all and any earnings resulting from the investment of such funds according to this Escrow Agreement (“Account Funds”) shall only be released by the Escrow Agent to the Parties under the terms of this instrument. The Parties agree that the Escrow Account will be a non-remunerated account not operated by checks, and that it shall be operated exclusively by available electronic transfers – known as TEDs.

1.3. Purpose. The Parties acknowledge and agree that all and any Account Funds belonging originally to the ELDER MARCOS VIEIRA DA CONCEIÇÃO shall be used to guarantee the indemnity obligations of  the Escrow Account Holder  under the terms of the SPA, subject to the terms and conditions established herein and in the SPA.

Clause 2

Instructions to the Escrow Agent;

Release of Funds from the Escrow Account

2.1. Instruction to Escrow Agent. Escrow Account Holder hereby, irrevocably and irreversibly authorizes and instructs the Escrow Agent (i) to operate the Escrow Account exclusively under the terms of this Escrow Agreement, and (ii) not to make, accept or otherwise authorize any transfer of Account Funds from the Escrow Account, except if in strict compliance with the terms and conditions of this Escrow Agreement and/or as provided in Clause 6.2.2, below.  Escrow Account Holder hereby, irrevocably grants to the Escrow Agent all powers and authority to act according to this Escrow Agreement, waiving any rights, which  the Escrow Account Holder may have in respect to the Escrow Account or the Account Funds in addition to those specifically established herein.

2.2. Releases from Escrow Account. Without prejudice to the provisions in Clause 6.2.2, below, never during the effectiveness of this Escrow Agreement may the Escrow Agent transfer, release or be authorized to transfer or release any Account Funds, except the releases in favor of Escrow Account Beneficiary or to the Escrow Account Holder according to the terms of this Escrow Agreement.

2.3. No Measure for Release. Except if otherwise provided in this Escrow Agreement, it is

hereby agreed that none of Parties shall be bound to take or exhaust any judicial or extrajudicial measures against the other Party and/or the Escrow Agent to ensure compliance with any other right or guarantee as a condition for the release of the Account Funds as provided herein.

Clause 3

Releases of Account Resources

3.1.  Releases of Funds from the Escrow Account. The Parties are authorized to jointly demand the release of Funds from the Escrow Account to Escrow Account Beneficiary and/or to  the Escrow Account Holder, according to the provisions of the SPA, with due compliance to this Escrow Agreement..

3.2.  Request for Release. No release of the Account Funds shall be made by the Escrow Agent until the Escrow Agent receives written notice duly signed by both Parties, specifying (i) the exact amount to be released to Escrow Account Beneficiary; and/or (ii) the exact amount to be released to  the Escrow Account Holder; and (iii) the bank account (s) to which the Escrow Agent shall transfer the amount of the Account Funds in question (“Request for Release”).

3.3.  Account Funds Release. Within 5 (five) Business Days after the receipt of the Request for Release, the Escrow Agent shall release to the Escrow Account Beneficiary and/or to the Escrow Account Holder the amount of Account Funds requested to the Escrow Agent according to the Request for Release, by transfer of the respective amount of Account Funds in immediately available funds to the bank account (s) specified in such Request for Release.

3.3.1 – The sums in connection with the payment of

taxes accruing on the Escrow Account, the Account Funds, the transfer of resources related to the purpose of this Escrow Agreement will be debited directly from the Escrow Account, and so will (according to Clause 6.5 below) the remuneration due to the Escrow Agent as a result of performance of its duties under this Escrow Agreement.

Clause 4

Permitted Investments

4.1 Permitted Investments. The Account Funds shall be invested by the Escrow Agent as soon as they are available in the Escrow Account and net of any costs or any other taxes and their respective deductions or payments accruing on the Account Funds and on their investment in the alternative investments described in Annex 4.1 (“Permitted Investments”), according to the written instructions of the Escrow Account Holder, directed to the Escrow Agent, with copy to the Escrow Account Beneficiary. Any investment other than the Permitted Investments shall be preceded by written approval by the Escrow Account Beneficiary.

4.2. Yield of Permitted Investments. All and any earnings obtained with the Permitted Investments will be added to the Account Funds, for all purposes of this Escrow Agreement, and the Escrow Agent shall release them to the Escrow Account Holder, if and when  the Escrow Account Holder thus requests it through a notice in writing to the Escrow Agent to this effect.

Clause 5

Statements of Escrow Account; Reports

5.1 Statements. The Escrow Agent shall supply monthly, by the tenth day of each month, with respect to the preceding month, to each of the Parties, a statement of the Escrow Account, which shall outline and specify

in detail the history and activities of the Escrow Account. This report shall contain the minimum information provided in Annex 5.1.

Clause 6

Escrow Agent

6.1 Commitments of the Escrow Agent. The Escrow Agent undertakes to act strictly pursuant to the terms established herein.

6.2. Liability of the Escrow Agent. The obligations and liabilities of the Escrow Agent are restricted to those expressly provided in this Escrow Agreement. No obligation of the Escrow Agent shall be presupposed or implied from this Escrow Agreement and the Escrow Agent shall not be requested to recognize any other contracts among the parties, including the SPA.

6.2.1. The Parties agree that the Escrow Agent has not supplied any type of financial, tax or business consulting in connection with this Escrow Agreement, is not aware and shall not be requested to interpret the content of the obligations and rights resulting from the relationship among the Parties and resulting from the SPA and, consequently, shall not be liable, in any way, for the provisions of the SPA, nor for any information supplied in such respect.

6.2.2  In case all or part of the Account Funds, or the Escrow Account, is pledged, seized or, in any other way, committed according to any order from a Government Authority, or if the release/escrow of the Account Funds is suspended or restricted by any order from a Governmental Authority, or if any other order issued by a  Governmental Authority affects the Account Funds or the Escrow Account or any act of the Escrow Agent pursuant to the terms of this Escrow Agreement, the Escrow Agent is expressly authorized to comply strictly with the provisions of such order, without any obligation to challenge said order or obtain

any consent from the Parties before complying therewith, and such compliance shall not imply any liability of the Escrow Agent to the Parties or any other person.

6.2.3.  The Escrow Agent does not make any representations with respect to the validity, value, authenticity or enforceability of any document, notice or instrument maintained by or delivered to the Escrow Agent pursuant to the terms of this Escrow Agreement, nor in connection with the identity, authority or rights of any person who has signed, deposited or delivered or intended to sign, deposit or deliver such document, notice or instrument, and the Escrow Agent may not be held liable, in any way, for such requirements.

6.2.4  The Escrow Agent will not be requested to issue any opinion or make any judgment, diligence or research in connection with amounts, the reasonableness or merit (including with respect to the occurrence of the events described in Clause 1.3) of any or all notices or documents attached hereto, or provided to the Escrow Agent according to the provisions of this Escrow Agreement.

6.2.5  The Escrow Agent will not be required to advise any Party in connection with criteria to withdraw, remit or take or abstain from taking any step in connection with the Account Funds. Thus, the Escrow Agent will not be required to give any advice, nor shall guarantee any earnings resulting or which may result from any Permitted Investments.

6.2.6  The Parties acknowledge and agree that the Escrow Agent is not responsible or liable for transferring any of its own resources, providing or completing the funds deposited in the Escrow Account or using its own funds to collect any taxes accruing on the Escrow Account, the Account Funds and/or this

Escrow Agreement.

6.2.7  The Escrow Agent will not be liable to any person for any damage, loss or expenses incurred as a result of any act or omission by the Escrow Agent, and the other contracting parties will be subsidiarily and individually liable for indemnifying and releasing the Escrow Agent in connection with all and any loss, liability, claim, action, damages and expenses, including justified lawyers’ fees and disbursements, directly or indirectly related to this Escrow Agreement, except if such damages, losses or expenses are caused by willful misconduct of the Escrow Agent in performing its activities and obligations according to this Escrow Agreement, which willful misconduct is attributed by a final decision transited in rem judicatam. The Parties acknowledge and agree, and the Escrow Agent is aware that the Escrow Agent will be liable only for such losses, damages or expenses resulting from the final and unappealable decision of a Governmental Authority (including legal costs and lawyers’ fees). Notwithstanding any provision otherwise in this Escrow Agreement, the Escrow Agent will not be liable for any loss of profits or any damages or indirect or consequential damages, even if the Escrow Agent has been warned about the probability of such losses and damages regardless of its conduct.

6.2.8  The Escrow Agent will not be liable for any error of judgment or any step taken, sustained or omitted by it in good faith. The Escrow Agent may exercise any of its powers and perform any of its duties exposed directly or through representatives or attorneys-in-fact and may consult lawyers, accountants and other qualified persons selected and contracted by it. The Escrow Agent will not be liable for any action, act or omission performed, in good faith, according to the advice or opinion of any of these lawyers, accountants and other qualified persons. In the case the Escrow Agent is not sure about its duties or obligations, as stipulated herein, or if it receives instructions or claims from a Party of this

instrument, which, in the Escrow Agent’s opinion conflict with any provisions of this Escrow Agreement, or in the event of conflict between the Parties and/or any natural person or legal entity, with respect to the sums and documents held pursuant to the terms hereof, the Escrow Agent will be entitled to, at its sole discretion, abstain from taking any steps and its only obligations will be to safely keep all the Account Funds while such controversy or conflict lasts, until it receives (a) precise and joint written instructions from the Escrow Account Holder and the Escrow Account Beneficiary (in the case of Clause 4.2¸ only from  the Escrow Account Holder) or (b) a judicial or Governmental Authority’s order also with precise instructions, but in this case, the Escrow Agent shall promptly inform the Parties in writing about its not accepting an instruction from such Parties. In the case of (b), the Escrow Agent may choose, at its sole discretion, to deposit the asset held in a judicial deposit account. The costs and expenses (including lawyers’ fees and legal costs) incurred in connection with such proceedings shall be paid by the other Parties of this Escrow Agreement, other than the Escrow Agent, and will be considered as obligations of the same.

6.2.9  The Escrow Agent will be entitled to trust any order, sentence, certificate, claim, notification, term or other type of written instrument delivered thereto as contemplated herein, without being obliged to check the authenticity or precision of the facts declared therein or their adequacy or any other instrument or validity of the respective services. The Escrow Agentmay act based on any instrument or upon a signature deemed as authentic thereby, based on the signature card of the representatives of  the Escrow Account Holder and of the Escrow Account Beneficiary deposited with the Escrow Agent.

6.2.10  The Escrow Agentshall not have any liability in the case of the other Parties requesting judicial recovery, decreeing bankruptcy, or finding themselves in a condition of insolvency or liquidation, and may not guarantee that the Account Funds will be judicially frozen.

6.3  Indemnification of Escrow Agent. The Parties hereby agree to protect, defend and keep the Escrow Agent, its directors, advisors, agents and employees from and against all and any costs, losses, claims, damages, disbursements, liabilities and expenses, including reasonable investigation costs, legal costs and lawyers’ fees, which may be imposed upon or incurred by the  Escrow Agent in connection with its acceptance of, or appointment as, Escrow Agent, pursuant to the terms of this instrument, or in connection with the performance of its duties and obligations assumed herein, including any litigation resulting from this Escrow Agreement or involving its purpose, as well as any matters in connection with the transactions among the Parties according to the terms of the SPA, provided that, however, such indemnity against losses does not cover damages, losses, claims, disbursements, responsibilities and damages resulting from willful misconduct of the Escrow Agent, according to Clause 6.2.7. These indemnity provisions shall remain in force after the termination of this Escrow Agreement or resignation or removal of the Escrow Agent as escrow agent, pursuant to the terms hereof, for a period of 2 (two) years.

6.4  Resignation by Escrow Agent. The Escrow Agent may, at any time, with prior and express notice of at least 60 (sixty) days, resign its functions upon delivery of a notice to the Parties and the transfer of the Account Funds to any escrow agent that succeeds it, chosen pursuant to the terms hereof. Whatever the financial institution succeeding the Escrow Agent, it shall be jointly appointed by the Parties (or by the competent court, or Governmental Authority, in compliance with Clause 10), within 60 (sixty) days after the Escrow Agent communicates its resignation, in writing, during

which period the Escrow Agent will be released from all and any future obligations resulting from this Escrow Agreement. The resignation of the Escrow Agent will become effective upon the appointment of the successor (including by the competent court or Governmental Authority, in compliance with Clause 10), as agreed by the Parties. If  the Escrow Account Holder  and Escrow Account Beneficiary, after negotiating in good faith, do not reach an agreement on the successor of the Escrow Agent by the 50th (fiftieth) day after receipt of said resignation notification, the new escrow agent shall be one of the following banks: Citibank, HSBC, Santander, ABN or Unibanco, which choice must fall on the bank that accepts to act according to the terms hereof for the lowest fees, and the withdrawing Escrow Agent shall immediately transfer all the Account Funds to an account of the  Escrow Account Holder with such successor. The Escrow Agent will not be liable for keeping and preserving the Account Funds as from the 60th (sixtieth) day after the date of delivery of its written resignation notice to the Parties.

6.5  Remuneration of the Escrow Agent. As a result of the performance by the Escrow Agent of the functions contemplated in this Escrow Agreement, the Parties agree that the Escrow Agent will be entitled to receive from the Escrow Account Holder a monthly remuneration of R$500,00, to be debited monthly from the account No.7423, held by the Escrow Account Holder, at the branch no. 002 of Banco UBS Pactual S.A. (such account is not the Escrow Account), until the fifth business day of each month, related to the escrow services rendered in the month before, until the termination of this Escrow Agreement.

6.6  Inexistence of Offsetting Right against the Account Funds. Except as established in Clause 6.5 above, and without prejudice to the provisions in Clause 3.3.1 above, the Escrow Agent, hereby, expressly waives any right that it may have to offset any other

credit, which it may have against one of the Parties, with any portion of the Account Funds, to be released to such Party, according to the terms hereof.

6.7 Cooperation. The Parties shall cooperate with the Escrow Agent in compliance with its duties and responsibilities as provided in this Escrow Agreement, and shall supply all instruments and documents within their respective attributions that are necessary for the Escrow Agent to fulfill its respective duties and responsibilities.

Clause 7

Definitions

7.1 Definitions. Except if otherwise established in this Escrow Agreement, the terms below will have the following meanings:

a. “Business Day” will mean any day other than a Saturday, Sunday or National Holiday or any other day in which the Brazilian financial institutions are authorized or obliged by law to remain closed in the Brazilian territory as a whole.

b. “Governmental Authority” shall mean any authority, agency, stock exchange, council, commission, organ, department, court or competent autarchy of any state or government, whether national or international, federal, state or municipal, exercising its judiciary, administrative or legislative duties, and any arbitration court or board.

7.2  Interpretation. Whenever the context thus requires, the singular shall include the plural and vice-versa and

the gender of any pronoun will include the other genders.

Clause 8

Confidentiality

8.1 Confidentiality. Except if required by the applicable law (including by any summons or order issued by a Governmental Authority), or if it otherwise agreed by the parties, each of the parties hereto, including the Escrow Agent, shall keep confidential all and any written or oral information and documentation, directly related to this Escrow Agreement or to the transactions contemplated herein, including, but not limited to, the content of this instrument (“Confidential Information”). The obligation set forth above shall not apply to any information which comes into the public domain by means other than resulting from a breach by any of the parties above of its confidentiality obligations, or which disclosure is required pursuant to the terms of the applicable law (including by any summons or order issued by a Governmental Authority).

8.2 Continuity of the Confidentiality Obligations., The confidentiality obligations provided in this Clause 8 shall remain in full force for up to 1 (one) year after termination of the Escrow Agreement.

Clause 9

Term; Termination

9.1  Term. This Escrow Agreement will remain in full force until (i) the Escrow Agent receives a notification signed by both Parties indicating that all the Account Funds shall be released to  the Escrow Account Holder and/or to the Escrow Account Beneficiary; or (ii) for the period of five (5) years, counted from this date, whichever occurs first.

9.1.1  In the event of Clause 9.1(ii) above, if at that time the Parties are in dispute or litigation in connection with

the Account Funds, this Escrow Agreement may be renewable for an additional period of five (5) years. For this purpose, the Escrow Account Holder and/or the Escrow Account Beneficiary shall notify the Escrow Agent, within 60 (sixty) days before the end of the initial term of five (5) years, to communicate that this Escrow Agreement shall be renewed for a five (5) years additional term. Once the notification has not been received, in such term the Escrow Agent shall transfer immediately all the Account Funds to the account No. 7423 held by the Escrow Account Holder, at the branch no. 002 of Banco UBS Pactual S.A.

9.1.2  If the Escrow Agent notifies the Parties, at any time and in its sole discretion,  in order to inform that it will not renew this Escrow Agreement, once the notification has been received, the Parties shall indicate to the Escrow Agent who his successor will be, according to Clause 6.4, and the Escrow Agent shall transfer immediately all the Account Funds to an account of the EscrowAccountHolder with such successor.

9.2  Prior Termination. Notwithstanding Clause 9.1 and without prejudice to the provisions in Clause 6.4, the Parties may mutually agree to terminate this Escrow Agreement at any prior date.

Clause 10

General Conditions

10.1 Notifications. All notices, notifications, authorizations, waivers and other communications pursuant to the terms of this Escrow Agreement shall be made in writing and delivered by registered mail with confirmation of receipt, a recognized commercial remittance, by hand, or sent by transmission by fax (in this case, at the time of confirmation of receipt of the transmission), in each case to the appropriate address and fax telephone numbers established below (or to

such other addresses or telephone numbers as the party designates by notice to the other parties):

a. If to the Escrow Account Holder, to:

ELDER MARCOS VIEIRA DA CONCEIÇÃO

Address: R. CLARIVAL DO PRADO VALADARES, 371 - AP 1903/C - C DAS ARVORES – salvador / ba 41820-700

Telephone / Fax: +55 71 8129-3555/ +55 71 3390-3005

E-mail: marcos.vieira@qualytextil.com.br'

b. If to the Escrow Account Beneficiary, to:

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

Address: Avenida Bernardino de Campos,

n.º 98, Sala 9, 14th Floor, 04004-040,

São Paulo, SP

Contact: Mr. José Tavares Lucena

Telephone/Fax: (55 11) 3886-8961

E-mail: jlucena@pryor.com.br

With copy to Lakeland Industries, Inc.

701-07 Koehler Avenue, Ronkonkoma

NY 11779, USA

Attention to: Mr. Gary A. Pokrassa and

Christopher J. Ryan

E-mail: GAPokrassa@lakelan.com,

CJRyan@lakeland.com

Fax: 631-981-9751

c. If to Escrow Agent to:

Banco UBS Pactual S.A.

Address: Praia de Botafogo 501, 5º andar

Botafogo – Rio de Janeiro – RJ

Brasil – CEP: 22250-040

CNPJ: 30.306.294/0001-45

Contact: […]

Telephone / Fax

E-mail:

10.2 Binding Effect; Assignment. This Escrow Agreement and the rights and obligations of the Contracting Party, as well as any instrument or agreement signed or delivered pursuant to the terms hereof, shall bind all the contracting parties and their respective successors. This Escrow Agreement and any rights and obligations contemplated or resulting from this Escrow Agreement may not be assigned by any of the parties without prior consent in writing from the other party, except as set forth in the Clause 6.4.

10.3 Waivers and Changes. This Escrow Agreement may be altered, substituted, canceled, renewed or extended, and compliance with its terms may only be granted by a written instrument signed by all the parties or, in the case of a waiver, by the party waiving the right in question. No delay or failure of any party in exercising any right, power or privilege, pursuant to the terms hereof, will operate as a waiver of such right, power or privilege or novation, or will prevent any subsequent exercise thereof.

10.3.1  Absence of Alterations in the SPA.  The Escrow Account Holder and the Escrow Account Beneficiary agree that this Escrow Agreement is entered into according to the terms of the SPA. No provision of this Escrow Agreement shall affect or alter the provisions of the SPA.

10.4  Independence of Clauses. Any term of provision of this Escrow Agreement that is declared invalid or unenforceable in any jurisdiction shall, with respect to such jurisdiction, become ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining terms or provisions of the Escrow Agreement.

10.5  Language. This Escrow Agreement is being executed in the English and Portuguese languages. In the event of any discrepancy between the English and Portuguese versions of this Escrow Agreement, the English version of the Agreement shall prevail.

10.6 Governing Law. This Escrow Agreement will be written by and interpreted according to the laws of the Federative Republic of Brazil.

10.7 Jurisdiction. The parties elect the central venue of the Circuit Court of São Paulo, State of São Paulo, waiving any other, regardless of how privileged it may be, to file any legal measure resulting from this Escrow Agreement.

IN WITNESS WHEREOF, the parties sign this Escrow Agreement by their respective legal representatives in 3 (three) original counterparts of equal contents and form, in the presence of the 2 (two) undersigned witnesses.

São Paulo, 09 de maio de 2008.

By: /s/ ELDER MARCOS VIEIRA DA CONCEIÇÃO

QUALYTEXTIL, S.A.

By: /s/ JOSE TAVARES LUCENA

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

BANCO UBS PACTUAL S.A.

Testemunhas/ Witness:
1.____________________________________	2.________________________________
Name:	Nome:
Id:	RG:

Annex 4.1

Permitted Investments

The Account Funds shall be invested by the Escrow Agent, according to the terms of Clause 4.1 and according to the instructions of   the Escrow Account Holder, in the following investment alternatives (each a “Permitted Investment”):

Fundo UBS Pactual High Yield;

Annex 5.1

Escrow Account Reports

The Escrow Agent shall send to the Parties monthly reports containing at least:

- the balance of the Escrow Account.

- the Permitted Investments, and their respective balances.

 

EX-10.3

Exhibit 10.3

ESCROW AGREEMENT

BETWEEN

“MARCIA CRISTINA VIEIRA DA CONCEIÇÃO ANTUNES”

AS HOLDER OF THE ESCROW ACCOUNT

AND

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

AS THE ESCROW ACCOUNT BENEFICIARY

and

BANCO UBS PACTUAL S.A.

AS ESCROW AGENT

________________________________

DATED MAY 9th, 2008

________________________________

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (“Escrow Agreement”), dated May 9th, 2008 is executed by and between:

a. as Escrow Account Holder: “MARCIA CRISTINA VIEIRA DA CONCEIÇÃO ANTUNES”, Brazilian Citizen, married, businesswoman, bearer of the identification Card RG N. 02504273.46 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry (CPF/MF) under N. 507.932.685-91, resident and domiciled in the City of Salvador, State of Bahia, at Alameda Cabo Frio, Quadra 34, Lote 10, Bairro Praias do Flamengo, CEP 41603-115 (“Escrow Account Holder”);

b.  as Escrow Account Beneficiary: LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., a limited liability company, headquartered in the City of São Paulo, State of São Paulo, at Avenida Bernardino de Campos, n.º 98, Sala 9, 14th Floor, 04004-040, corporate taxpayer register under CNPJ/MF No. 09.484.003/0001-12 (“Escrow Account Beneficiary”);

Escrow Account Holder and the Escrow Account Beneficiary are referred to herein, collectively, as “Parties”; and

c.  as Escrow Agent: BANCO UBS PACTUAL S.A., a financial institution headquartered in the City and State of Rio de Janeiro, at Praia de Botafogo 501, 5th and 6th floors, corporate taxpayer register under CNPJ/MF No. 30.306.294/0001-45 (“Escrow Agent”);

NOW WHEREAS

(a) Escrow Account Holder, Escrow Account Beneficiary together with Lakeland Industries, Inc., Nordeste Empreendedor Fundo Mútuo de Investimento em Empresas Emergentes and Qualytextil S.A. entered into a Share Purchase Agreement on May 2nd, 2008 (the “SPA”) for the acquisition, by the Escrow Account Beneficiary of all of the outstanding capital stock of Qualytextil S.A.;

(b)  terms with initial letter in capitals and not defined herein will have the meaning attributed thereto in Clause 7 or, subsidiarily, in the SPA, as the case may be;

(c)  according to Sections 2.02 and 2.04 of the SPA, it has been agreed by the  Escrow Account Holder and the Escrow Account Beneficiary that this Escrow Agreement would be entered into and that a escrow account would be opened in the name of  the Escrow Account Holder;

(d)  the Parties hereto agree, under the terms of the SPA, that the sum of R$ 2.346.292,80, must be deposited by the Escrow Account Beneficiary in immediately available funds into the Escrow Account (as defined in Clause 1.2);

(e)  the funds maintained in the Escrow Account, as defined in Clause 1.2, below, under the terms stipulated herein shall only be used according to the terms and conditions of this Escrow Agreement;

(f)  each of Parties has requested the Escrow Agent to act as escrow agent in relation to the funds maintained according to the terms established herein;

(g)  the Escrow Agent agrees to act as escrow agent in relation to any funds maintained in the Escrow Account, according to the terms stipulated herein, and to take any steps set forth herein; and

(h)  Escrow Account Holder and Escrow Account Beneficiary agree on releasing the Escrow Agent from any damages resulting from any transactions performed according to the terms of this Escrow Agreement, except if otherwise expressly stipulated herein.

THEREFORE, THE Parties hereto agree to enter into this Escrow Agreement in accordance with the terms and conditions set forth below.

Clause 1

Appointment of the Escrow Agent;

Escrow Account; Purpose

1.1. Appointment of Escrow Agent. The Escrow Account Beneficiary and the  Escrow Account Holder hereby appoint the Escrow Agent to act as their escrow agent in connection with the Escrow Agreement and any funds maintained deposited under the terms of this Escrow Agreement, and the Escrow Agent hereby accepts such appointment and undertakes to (i) comply with the terms and conditions established in this Escrow Agreement; and (ii) maintain the Account Funds (as defined in Clause 1.2) in escrow, within the limits established herein.

1.2. Escrow Account. The Escrow Agent hereby confirms receipt of funds in the total amount of $ 2.346.292,80, for credit into account No.7420, held by the Escrow Account Holder, at the branch no. 002 of Banco UBS Pactual S.A., opened with the Escrow Agent specifically for the purpose established in this agreement (“Escrow Account”). The Parties agree that the sums kept in the Escrow Account, including all and any earnings resulting from the investment of such funds according to this Escrow Agreement (“Account Funds”) shall only be released by the Escrow Agent to the Parties under the terms of this instrument. The Parties agree that the Escrow Account will be a non-remunerated account not operated by checks, and that it shall be operated exclusively by

available electronic transfers – known as TEDs.

1.3. Purpose. The Parties acknowledge and agree that all and any Account Funds belonging originally to the MARCIA CRISTINA VIEIRA DA CONCEIÇÃO ANTUNES shall be used to guarantee the indemnity obligations of  the Escrow Account Holder  under the terms of the SPA, subject to the terms and conditions established herein and in the SPA.

Clause 2

Instructions to the Escrow Agent;

Release of Funds from the Escrow Account

2.1. Instruction to Escrow Agent. Escrow Account Holder hereby, irrevocably and irreversibly authorizes and instructs the Escrow Agent (i) to operate the Escrow Account exclusively under the terms of this Escrow Agreement, and (ii) not to make, accept or otherwise authorize any transfer of Account Funds from the Escrow Account, except if in strict compliance with the terms and conditions of this Escrow Agreement and/or as provided in Clause 6.2.2, below.  Escrow Account Holder hereby, irrevocably grants to the Escrow Agent all powers and authority to act according to this Escrow Agreement, waiving any rights, which  the Escrow Account Holder may have in respect to the Escrow Account or the Account Funds in addition to those specifically established herein.

2.2. Releases from Escrow Account. Without prejudice to the provisions in Clause 6.2.2, below, never during the effectiveness of this Escrow Agreement may the Escrow Agent transfer, release or be authorized to transfer or release any Account Funds, except the releases in favor of Escrow Account Beneficiary or to the Escrow Account Holder according to the terms of this Escrow Agreement.

2.3. No Measure for Release. Except if

otherwise provided in this Escrow Agreement, it is hereby agreed that none of Parties shall be bound to take or exhaust any judicial or extrajudicial measures against the other Party and/or the Escrow Agent to ensure compliance with any other right or guarantee as a condition for the release of the Account Funds as provided herein.

Clause 3

Releases of Account Resources

3.1.  Releases of Funds from the Escrow Account. The Parties are authorized to jointly demand the release of Funds from the Escrow Account to Escrow Account Beneficiary and/or to  the Escrow Account Holder, according to the provisions of the SPA, with due compliance to this Escrow Agreement..

3.2.  Request for Release. No release of the Account Funds shall be made by the Escrow Agent until the Escrow Agent receives written notice duly signed by both Parties, specifying (i) the exact amount to be released to Escrow Account Beneficiary; and/or (ii) the exact amount to be released to  the Escrow Account Holder; and (iii) the bank account (s) to which the Escrow Agent shall transfer the amount of the Account Funds in question (“Request for Release”).

3.3.  Account Funds Release. Within 5 (five) Business Days after the receipt of the Request for Release, the Escrow Agent shall release to the Escrow Account Beneficiary and/or to the Escrow Account Holder the amount of Account Funds requested to the Escrow Agent according to the Request for Release, by transfer of the respective amount of Account Funds in immediately available funds to the bank account (s) specified in such Request for Release.

3.3.1 – The sums in connection with the payment of taxes accruing on the Escrow Account, the Account Funds, the transfer of resources related to the purpose of this Escrow Agreement will be debited directly from the Escrow Account, and so will (according to Clause 6.5 below) the remuneration due to the Escrow Agent as a result of performance of its duties under this Escrow Agreement.

Clause 4

Permitted Investments

4.1 Permitted Investments. The Account Funds shall be invested by the Escrow Agent as soon as they are available in the Escrow Account and net of any costs or any other taxes and their respective deductions or payments accruing on the Account Funds and on their investment in the alternative investments described in Annex 4.1 (“Permitted Investments”), according to the written instructions of the Escrow Account Holder, directed to the Escrow Agent, with copy to the Escrow Account Beneficiary. Any investment other than the Permitted Investments shall be preceded by written approval by the Escrow Account Beneficiary.

4.2. Yield of Permitted Investments. All and any earnings obtained with the Permitted Investments will be added to the Account Funds, for all purposes of this Escrow Agreement, and the Escrow Agent shall release them to the Escrow Account Holder, if and when  the Escrow Account Holder thus requests it through a notice in writing to the Escrow Agent to this effect.

Clause 5

Statements of Escrow Account; Reports

5.1 Statements. The Escrow Agent shall supply monthly, by the tenth day of each month, with respect to the preceding month, to each of the Parties, a statement

of the Escrow Account, which shall outline and specify in detail the history and activities of the Escrow Account. This report shall contain the minimum information provided in Annex 5.1.

Clause 6

Escrow Agent

6.1 Commitments of the Escrow Agent. The Escrow Agent undertakes to act strictly pursuant to the terms established herein.

6.2. Liability of the Escrow Agent. The obligations and liabilities of the Escrow Agent are restricted to those expressly provided in this Escrow Agreement. No obligation of the Escrow Agent shall be presupposed or implied from this Escrow Agreement and the Escrow Agent shall not be requested to recognize any other contracts among the parties, including the SPA.

6.2.1. The Parties agree that the Escrow Agent has not supplied any type of financial, tax or business consulting in connection with this Escrow Agreement, is not aware and shall not be requested to interpret the content of the obligations and rights resulting from the relationship among the Parties and resulting from the SPA and, consequently, shall not be liable, in any way, for the provisions of the SPA, nor for any information supplied in such respect.

6.2.2  In case all or part of the Account Funds, or the Escrow Account, is pledged, seized or, in any other way, committed according to any order from a Government Authority, or if the release/escrow of the Account Funds is suspended or restricted by any order from a Governmental Authority, or if any other order issued by a  Governmental Authority affects the Account Funds or the Escrow Account or any act of the Escrow Agent pursuant to the terms of this Escrow Agreement, the Escrow Agent is expressly authorized to

comply strictly with the provisions of such order, without any obligation to challenge said order or obtain any consent from the Parties before complying therewith, and such compliance shall not imply any liability of the Escrow Agent to the Parties or any other person.

6.2.3.  The Escrow Agent does not make any representations with respect to the validity, value, authenticity or enforceability of any document, notice or instrument maintained by or delivered to the Escrow Agent pursuant to the terms of this Escrow Agreement, nor in connection with the identity, authority or rights of any person who has signed, deposited or delivered or intended to sign, deposit or deliver such document, notice or instrument, and the Escrow Agent may not be held liable, in any way, for such requirements.

6.2.4  The Escrow Agent will not be requested to issue any opinion or make any judgment, diligence or research in connection with amounts, the reasonableness or merit (including with respect to the occurrence of the events described in Clause 1.3) of any or all notices or documents attached hereto, or provided to the Escrow Agent according to the provisions of this Escrow Agreement.

6.2.5  The Escrow Agent will not be required to advise any Party in connection with criteria to withdraw, remit or take or abstain from taking any step in connection with the Account Funds. Thus, the Escrow Agent will not be required to give any advice, nor shall guarantee any earnings resulting or which may result from any Permitted Investments.

6.2.6  The Parties acknowledge and agree that the Escrow Agent is not responsible or liable for transferring any of its own resources, providing or completing the funds deposited in the Escrow Account

or using its own funds to collect any taxes accruing on the Escrow Account, the Account Funds and/or this Escrow Agreement.

6.2.7  The Escrow Agent will not be liable to any person for any damage, loss or expenses incurred as a result of any act or omission by the Escrow Agent, and the other contracting parties will be subsidiarily and individually liable for indemnifying and releasing the Escrow Agent in connection with all and any loss, liability, claim, action, damages and expenses, including justified lawyers’ fees and disbursements, directly or indirectly related to this Escrow Agreement, except if such damages, losses or expenses are caused by willful misconduct of the Escrow Agent in performing its activities and obligations according to this Escrow Agreement, which willful misconduct is attributed by a final decision transited in rem judicatam. The Parties acknowledge and agree, and the Escrow Agent is aware that the Escrow Agent will be liable only for such losses, damages or expenses resulting from the final and unappealable decision of a Governmental Authority (including legal costs and lawyers’ fees). Notwithstanding any provision otherwise in this Escrow Agreement, the Escrow Agent will not be liable for any loss of profits or any damages or indirect or consequential damages, even if the Escrow Agent has been warned about the probability of such losses and damages regardless of its conduct.

6.2.8  The Escrow Agent will not be liable for any error of judgment or any step taken, sustained or omitted by it in good faith. The Escrow Agent may exercise any of its powers and perform any of its duties exposed directly or through representatives or attorneys-in-fact and may consult lawyers, accountants and other qualified persons selected and contracted by it. The Escrow Agent will not be liable for any action, act or omission performed, in good faith, according to the advice or opinion of any of these lawyers, accountants and other qualified persons. In the case the Escrow Agent is not sure about its duties

or obligations, as stipulated herein, or if it receives instructions or claims from a Party of this instrument, which, in the Escrow Agent’s opinion conflict with any provisions of this Escrow Agreement, or in the event of conflict between the Parties and/or any natural person or legal entity, with respect to the sums and documents held pursuant to the terms hereof, the Escrow Agent will be entitled to, at its sole discretion, abstain from taking any steps and its only obligations will be to safely keep all the Account Funds while such controversy or conflict lasts, until it receives (a) precise and joint written instructions from the Escrow Account Holder and the Escrow Account Beneficiary (in the case of Clause 4.2¸ only from  the Escrow Account Holder) or (b) a judicial or Governmental Authority’s order also with precise instructions, but in this case, the Escrow Agent shall promptly inform the Parties in writing about its not accepting an instruction from such Parties. In the case of (b), the Escrow Agent may choose, at its sole discretion, to deposit the asset held in a judicial deposit account. The costs and expenses (including lawyers’ fees and legal costs) incurred in connection with such proceedings shall be paid by the other Parties of this Escrow Agreement, other than the Escrow Agent, and will be considered as obligations of the same.

6.2.9  The Escrow Agent will be entitled to trust any order, sentence, certificate, claim, notification, term or other type of written instrument delivered thereto as contemplated herein, without being obliged to check the authenticity or precision of the facts declared therein or their adequacy or any other instrument or validity of the respective services. The Escrow Agentmay act based on any instrument or upon a signature deemed as authentic thereby, based on the signature card of the representatives of  the Escrow Account Holder and of the Escrow Account Beneficiary deposited with the Escrow Agent.

6.2.10  The Escrow Agentshall not have any liability in the case of the other Parties requesting judicial recovery, decreeing bankruptcy, or finding themselves in a condition of insolvency or liquidation, and may not guarantee that the Account Funds will be judicially frozen.

6.3  Indemnification of Escrow Agent. The Parties hereby agree to protect, defend and keep the Escrow Agent, its directors, advisors, agents and employees from and against all and any costs, losses, claims, damages, disbursements, liabilities and expenses, including reasonable investigation costs, legal costs and lawyers’ fees, which may be imposed upon or incurred by the  Escrow Agent in connection with its acceptance of, or appointment as, Escrow Agent, pursuant to the terms of this instrument, or in connection with the performance of its duties and obligations assumed herein, including any litigation resulting from this Escrow Agreement or involving its purpose, as well as any matters in connection with the transactions among the Parties according to the terms of the SPA, provided that, however, such indemnity against losses does not cover damages, losses, claims, disbursements, responsibilities and damages resulting from willful misconduct of the Escrow Agent, according to Clause 6.2.7. These indemnity provisions shall remain in force after the termination of this Escrow Agreement or resignation or removal of the Escrow Agent as escrow agent, pursuant to the terms hereof, for a period of 2 (two) years.

6.4  Resignation by Escrow Agent. The Escrow Agent may, at any time, with prior and express notice of at least 60 (sixty) days, resign its functions upon delivery of a notice to the Parties and the transfer of the Account Funds to any escrow agent that succeeds it, chosen pursuant to the terms hereof. Whatever the financial institution succeeding the Escrow Agent, it shall be jointly appointed by the Parties (or by the competent court, or Governmental Authority, in compliance with

Clause 10), within 60 (sixty) days after the Escrow Agent communicates its resignation, in writing, during which period the Escrow Agent will be released from all and any future obligations resulting from this Escrow Agreement. The resignation of the Escrow Agent will become effective upon the appointment of the successor (including by the competent court or Governmental Authority, in compliance with Clause 10), as agreed by the Parties. If  the Escrow Account Holder  and Escrow Account Beneficiary, after negotiating in good faith, do not reach an agreement on the successor of the Escrow Agent by the 50th (fiftieth) day after receipt of said resignation notification, the new escrow agent shall be one of the following banks: Citibank, HSBC, Santander, ABN or Unibanco, which choice must fall on the bank that accepts to act according to the terms hereof for the lowest fees, and the withdrawing Escrow Agent shall immediately transfer all the Account Funds to an account of the  Escrow Account Holder with such successor. The Escrow Agent will not be liable for keeping and preserving the Account Funds as from the 60th (sixtieth) day after the date of delivery of its written resignation notice to the Parties.

6.5  Remuneration of the Escrow Agent. As a result of the performance by the Escrow Agent of the functions contemplated in this Escrow Agreement, the Parties agree that the Escrow Agent will be entitled to receive from the Escrow Account Holder a monthly remuneration of R$500,00, to be debited monthly from the account No.7421, held by the Escrow Account Holder, at the branch no. 002 of Banco UBS Pactual S.A. (such account is not the Escrow Account), until the fifth business day of each month, related to the escrow services rendered in the month before, until the termination of this Escrow Agreement.

6.6  Inexistence of Offsetting Right against the Account Funds. Except as established in Clause 6.5 above, and without prejudice to the provisions in Clause

3.3.1 above, the Escrow Agent, hereby, expressly waives any right that it may have to offset any other credit, which it may have against one of the Parties, with any portion of the Account Funds, to be released to such Party, according to the terms hereof.

6.7 Cooperation. The Parties shall cooperate with the Escrow Agent in compliance with its duties and responsibilities as provided in this Escrow Agreement, and shall supply all instruments and documents within their respective attributions that are necessary for the Escrow Agent to fulfill its respective duties and responsibilities.

Clause 7

Definitions

7.1 Definitions. Except if otherwise established in this Escrow Agreement, the terms below will have the following meanings:

a.   “Business Day” will mean any day other than a Saturday, Sunday or National Holiday or any other day in which the Brazilian financial institutions are authorized or obliged by law to remain closed in the Brazilian territory as a whole.

b.   “Governmental Authority” shall mean any authority, agency, stock exchange, council, commission, organ, department, court or competent autarchy of any state or government, whether national or international, federal, state or municipal, exercising its judiciary, administrative or legislative duties, and any arbitration court or board.

7.2  Interpretation. Whenever the context thus requires, the singular shall include the plural and vice-versa and the gender of any pronoun will include the other genders.

Clause 8

Confidentiality

8.1 Confidentiality. Except if required by the applicable law (including by any summons or order issued by a Governmental Authority), or if it otherwise agreed by the parties, each of the parties hereto, including the Escrow Agent, shall keep confidential all and any written or oral information and documentation, directly related to this Escrow Agreement or to the transactions contemplated herein, including, but not limited to, the content of this instrument (“Confidential Information”). The obligation set forth above shall not apply to any information which comes into the public domain by means other than resulting from a breach by any of the parties above of its confidentiality obligations, or which disclosure is required pursuant to the terms of the applicable law (including by any summons or order issued by a Governmental Authority).

8.2 Continuity of the Confidentiality Obligations., The confidentiality obligations provided in this Clause 8 shall remain in full force for up to 1 (one) year after termination of the Escrow Agreement.

Clause 9

Term; Termination

9.1  Term. This Escrow Agreement will remain in full force until (i) the Escrow Agent receives a notification signed by both Parties indicating that all the Account Funds shall be released to  the Escrow Account Holder and/or to the Escrow Account Beneficiary; or (ii) for the period of five (5) years, counted from this date, whichever occurs first.

9.1.1  In the event of Clause 9.1(ii) above, if at that time the Parties are in dispute or litigation in connection with the Account Funds, this Escrow Agreement may be renewable for an additional period of five (5) years. For this purpose, the Escrow Account Holder and/or the Escrow Account Beneficiary shall notify the Escrow Agent, within 60 (sixty) days before the end of the initial term of five (5) years, to communicate that this Escrow Agreement shall be renewed for a five (5) years additional term. Once the notification has not been received, in such term the Escrow Agent shall transfer immediately all the Account Funds to the account No. 7421 held by the Escrow Account Holder, at the branch no. 002 of Banco UBS Pactual S.A.

9.1.2  If the Escrow Agent notifies the Parties, at any time and in its sole discretion,  in order to inform that it will not renew this Escrow Agreement, once the notification has been received, the Parties shall indicate to the Escrow Agent who his successor will be, according to Clause 6.4, and the Escrow Agent shall transfer immediately all the Account Funds to an account of the EscrowAccountHolder with such successor.

9.2  Prior Termination. Notwithstanding Clause 9.1 and without prejudice to the provisions in Clause 6.4, the Parties may mutually agree to terminate this Escrow Agreement at any prior date.

Clause 10

General Conditions

10.1 Notifications. All notices, notifications, authorizations, waivers and other communications pursuant to the terms of this Escrow Agreement shall be made in writing and delivered by registered mail with confirmation of receipt, a recognized commercial remittance, by hand, or sent by

transmission by fax (in this case, at the time of confirmation of receipt of the transmission), in each case to the appropriate address and fax telephone numbers established below (or to such other addresses or telephone numbers as the party designates by notice to the other parties):

a. If to the Escrow Account Holder, to:

MARCIA CRISTINA VIEIRA DA CONCEIÇÃO ANTUNES

Address: Alameda Cabo Frio, Quadra 34, Lote 10, Bairro Praias do Flamengo, Salvador, BA, CEP 41603-115

Telephone/Fax: +55 71 8129-3555/ +55 71 3390-3005

E-mail: 'marciaantunes@qualytextil.com.br'

b. If to the Escrow Account Beneficiary, to:

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

Address: Avenida Bernardino de Campos, n.º 98, Sala 9, 14th Floor, 04004-040, São Paulo, SP

Contact: Mr. José Tavares Lucena

Telephone / Fax: (55 11) 3886-8961

E-mail: jlucena@pryor.com.br

With copy to Lakeland Industries, Inc.

701-07 Koehler Avenue, Ronkonkoma

NY 11779, USA

Attention to Mr. Gary A. Pokrassa and Christopher J. Ryan

E-mail: GAPokrassa@lakelan.com,

CJRyan@lakeland.com

Fax: 631-981-9751

c. If to Escrow Agent to:

Banco UBS Pactual S.A.

Address: Praia de Botafogo 501, 5º andar

Botafogo – Rio de Janeiro – RJ

Brasil – CEP: 22250-040

CNPJ: 30.306.294/0001-45

Contact:  […]

Telephone / Fax:

E-mail:

10.2 Binding Effect; Assignment. This Escrow Agreement and the rights and obligations of the Contracting Party, as well as any instrument or agreement signed or delivered pursuant to the terms hereof, shall bind all the contracting parties and their respective successors. This Escrow Agreement and any rights and obligations contemplated or resulting from this Escrow Agreement may not be assigned by any of the parties without prior consent in writing from the other party, except as set forth in the Clause 6.4.

10.3   Waivers and Changes. This Escrow Agreement may be altered, substituted, canceled, renewed or extended, and compliance with its terms may only be granted by a written instrument signed by all the parties or, in the case of a waiver, by the party waiving the right in question. No delay or failure of any party in exercising any right, power or privilege, pursuant to the terms hereof, will operate as a waiver of such right, power or privilege or novation, or will prevent any subsequent exercise thereof.

10.3.1  Absence of Alterations in the SPA.  The Escrow Account Holder and the Escrow Account Beneficiary agree that this Escrow Agreement is entered into according to the terms of the SPA. No provision of this Escrow Agreement shall affect or alter the provisions of the SPA.

10.4   Independence of Clauses. Any term of provision of this Escrow Agreement that is declared invalid or unenforceable in any jurisdiction shall, with respect to such jurisdiction, become ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining terms or provisions of the Escrow Agreement.

10.5  Language. This Escrow Agreement is being executed in the English and Portuguese languages. In the event of any discrepancy between the English and Portuguese versions of this Escrow Agreement, the English version of the Agreement shall prevail.

10.6 Governing Law. This Escrow Agreement will be written by and interpreted according to the laws of the Federative Republic of Brazil.

10.7 Jurisdiction. The parties elect the central venue of the Circuit Court of São Paulo, State of São Paulo, waiving any other, regardless of how privileged it may be, to file any legal measure resulting from this Escrow Agreement.

IN WITNESS WHEREOF, the parties sign this Escrow Agreement by their respective legal representatives in 3 (three) original counterparts of equal contents and form, in the presence of the 2 (two) undersigned witnesses.

São Paulo, 09 de maio de 2008.
By:	/s/ MARCIA CRISTINA VIEIRA DA CONCEIÇÃO ANTUNES
MARCIA CRISTINA VIEIRA DA CONCEICAO ANTUNES
By:	/s/ ELTON DE CARVALHO ANTUNES
ELTON DE CARVALHO ANTUNES
By:	/s/ JOSE TAVARES LUCENA
LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.
BANCO UBS PACTUAL S.A.

Testemunhas/ Witness:
1.	2.
Name:	Nome:
Id:	RG:

Annex 4.1

Permitted Investments

The Account Funds shall be invested by the Escrow Agent, according to the terms of Clause 4.1 and according to the instructions of   the Escrow Account Holder, in the following investment alternatives (each a “Permitted Investment”):

Fundo UBS Pactual High Yield;

Annex 5.1

Escrow Account Reports

The Escrow Agent shall send to the Parties monthly reports containing at least:

-  the balance of the Escrow Account.

-  the Permitted Investments, and their respective balances.

EX-10.4

Exhibit 10.4

ESCROW AGREEMENT

BETWEEN

“MIGUEL ANTÔNIO DOS GUIMARÃES BASTOS”

AS HOLDER OF THE ESCROW ACCOUNT

AND

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

AS THE ESCROW ACCOUNT BENEFICIARY

and

BANCO UBS PACTUAL S.A.

AS ESCROW AGENT

________________________________

DATED MAY 9th, 2008

________________________________

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (“Escrow Agreement”), dated May 9th, 2008 is executed by and between:

a. as Escrow Account Holder: “MIGUEL ANTÔNIO DOS GUIMARÃES BASTOS”, Brazilian Citizen, married, businessman, bearer of the identification Card RG N. 4607520 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry (CPF/MF) under N. 125.891.957-53, resident and domiciled in the City of Lauro de Freitas, State of Bahia, at Condominio Encontro das Águas, Quadra I, Lote 39, 42700-000 (“Escrow Account Holder”);

b.  as Escrow Account Beneficiary: LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., a limited liability company, headquartered in the City of São Paulo, State of São Paulo, at Avenida Bernardino de Campos, n.º 98, Sala 9, 14th Floor, 04004-040, corporate taxpayer register under CNPJ/MF No. 09.484.003/0001-12 (“Escrow Account Beneficiary”);

Escrow Account Holder and the Escrow Account Beneficiary are referred to herein, collectively, as “Parties”; and

c.  as Escrow Agent: BANCO UBS PACTUAL S.A., a financial institution headquartered in the City and State of Rio de Janeiro, at Praia de Botafogo 501, 5th and 6th floors, corporate taxpayer register under CNPJ/MF No. 30.306.294/0001-45 (“Escrow Agent”);

NOW WHEREAS

(a) Escrow Account Holder, Escrow Account Beneficiary together with Lakeland Industries, Inc.,

Nordeste Empreendedor Fundo Mútuo de Investimento em Empresas Emergentes and Qualytextil S.A. entered into a Share Purchase Agreement on May 2nd, 2008 (the “SPA”) for the acquisition, by the Escrow Account Beneficiary of all of the outstanding capital stock of Qualytextil S.A.;

(b)  terms with initial letter in capitals and not defined herein will have the meaning attributed thereto in Clause 7 or, subsidiarily, in the SPA, as the case may be;

(c)  according to Sections 2.02 and 2.04 of the SPA, it has been agreed by the  Escrow Account Holder and the Escrow Account Beneficiary that this Escrow Agreement would be entered into and that a escrow account would be opened in the name of  the Escrow Account Holder;

(d)  the Parties hereto agree, under the terms of the SPA, that the sum of R$ 2.737.341,60, must be deposited by the Escrow Account Beneficiary in immediately available funds into the Escrow Account (as defined in Clause 1.2);

(e)  the funds maintained in the Escrow Account, as defined in Clause 1.2, below, under the terms stipulated herein shall only be used according to the terms and conditions of this Escrow Agreement;

(f)  each of Parties has requested the Escrow Agent to act as escrow agent in relation to the funds maintained according to the terms established herein;

(g)  the Escrow Agent agrees to act as escrow agent in relation to any funds maintained in the Escrow Account, according to the terms stipulated herein, and to take any steps set forth herein; and

(h)  Escrow Account Holder and Escrow Account Beneficiary agree on releasing the Escrow Agent from

any damages resulting from any transactions performed according to the terms of this Escrow Agreement, except if otherwise expressly stipulated herein.

THEREFORE, THE Parties hereto agree to enter into this Escrow Agreement in accordance with the terms and conditions set forth below.

Clause 1

Appointment of the Escrow Agent;

Escrow Account; Purpose

1.1. Appointment of Escrow Agent. The Escrow Account Beneficiary and the  Escrow Account Holder hereby appoint the Escrow Agent to act as their escrow agent in connection with the Escrow Agreement and any funds maintained deposited under the terms of this Escrow Agreement, and the Escrow Agent hereby accepts such appointment and undertakes to (i) comply with the terms and conditions established in this Escrow Agreement; and (ii) maintain the Account Funds (as defined in Clause 1.2) in escrow, within the limits established herein.

1.2. Escrow Account. The Escrow Agent hereby confirms receipt of funds in the total amount of $ 2.737.341,60, for credit into account 7415 held by the Escrow Account Holder, at the branch no. 002 of Banco UBS Pactual S.A., opened with the Escrow Agent specifically for the purpose established in this agreement (“Escrow Account”). The Parties agree that the sums kept in the Escrow Account, including all and any earnings resulting from the investment of such funds according to this Escrow Agreement (“Account Funds”) shall only be released by the Escrow Agent to the Parties under the terms of this instrument. The Parties agree that the Escrow Account will be a non-remunerated account not operated by checks, and that it shall be operated exclusively by available electronic transfers – known as TEDs.

1.3. Purpose. The Parties acknowledge and agree that all and any Account Funds belonging originally to the MIGUEL ANTÔNIO DOS GUIMARÃES BASTOS shall be used to guarantee the indemnity obligations of  the Escrow Account Holder  under the terms of the SPA, subject to the terms and conditions established herein and in the SPA.

Clause 2

Instructions to the Escrow Agent;

Release of Funds from the Escrow Account

2.1. Instruction to Escrow Agent. Escrow Account Holder hereby, irrevocably and irreversibly authorizes and instructs the Escrow Agent (i) to operate the Escrow Account exclusively under the terms of this Escrow Agreement, and (ii) not to make, accept or otherwise authorize any transfer of Account Funds from the Escrow Account, except if in strict compliance with the terms and conditions of this Escrow Agreement and/or as provided in Clause 6.2.2, below.  Escrow Account Holder hereby, irrevocably grants to the Escrow Agent all powers and authority to act according to this Escrow Agreement, waiving any rights, which  the Escrow Account Holder may have in respect to the Escrow Account or the Account Funds in addition to those specifically established herein.

2.2. Releases from Escrow Account. Without prejudice to the provisions in Clause 6.2.2, below, never during the effectiveness of this Escrow Agreement may the Escrow Agent transfer, release or be authorized to transfer or release any Account Funds, except the releases in favor of Escrow Account Beneficiary or to the Escrow Account Holder according to the terms of this Escrow Agreement.

2.3. No Measure for Release. Except if otherwise provided in this Escrow Agreement, it is hereby agreed that none of Parties shall be bound to take

or exhaust any judicial or extrajudicial measures against the other Party and/or the Escrow Agent to ensure compliance with any other right or guarantee as a condition for the release of the Account Funds as provided herein.

Clause 3

Releases of Account Resources

3.1.  Releases of Funds from the Escrow Account. The Parties are authorized to jointly demand the release of Funds from the Escrow Account to Escrow Account Beneficiary and/or to  the Escrow Account Holder, according to the provisions of the SPA, with due compliance to this Escrow Agreement..

3.2.  Request for Release. No release of the Account Funds shall be made by the Escrow Agent until the Escrow Agent receives written notice duly signed by both Parties, specifying (i) the exact amount to be released to Escrow Account Beneficiary; and/or (ii) the exact amount to be released to  the Escrow Account Holder; and (iii) the bank account (s) to which the Escrow Agent shall transfer the amount of the Account Funds in question (“Request for Release”).

3.3.  Account Funds Release. Within 5 (five) Business Days after the receipt of the Request for Release, the Escrow Agent shall release to the Escrow Account Beneficiary and/or to the Escrow Account Holder the amount of Account Funds requested to the Escrow Agent according to the Request for Release, by transfer of the respective amount of Account Funds in immediately available funds to the bank account (s) specified in such Request for Release.

3.3.1 – The sums in connection with the payment of taxes accruing on the Escrow Account, the Account

Funds, the transfer of resources related to the purpose of this Escrow Agreement will be debited directly from the Escrow Account, and so will (according to Clause 6.5 below) the remuneration due to the Escrow Agent as a result of performance of its duties under this Escrow Agreement.

Clause 4

Permitted Investments

4.1 Permitted Investments. The Account Funds shall be invested by the Escrow Agent as soon as they are available in the Escrow Account and net of any costs or any other taxes and their respective deductions or payments accruing on the Account Funds and on their investment in the alternative investments described in Annex 4.1 (“Permitted Investments”), according to the written instructions of the Escrow Account Holder, directed to the Escrow Agent, with copy to the Escrow Account Beneficiary. Any investment other than the Permitted Investments shall be preceded by written approval by the Escrow Account Beneficiary.

4.2. Yield of Permitted Investments. All and any earnings obtained with the Permitted Investments will be added to the Account Funds, for all purposes of this Escrow Agreement, and the Escrow Agent shall release them to the Escrow Account Holder, if and when  the Escrow Account Holder thus requests it through a notice in writing to the Escrow Agent to this effect.

Clause 5

Statements of Escrow Account; Reports

5.1 Statements. The Escrow Agent shall supply monthly, by the tenth day of each month, with respect to the preceding month, to each of the Parties, a statement of the Escrow Account, which shall outline and specify in detail the history and activities of the Escrow

Account. This report shall contain the minimum information provided in Annex 5.1.

Clause 6

Escrow Agent

6.1 Commitments of the Escrow Agent. The Escrow Agent undertakes to act strictly pursuant to the terms established herein.

6.2. Liability of the Escrow Agent. The obligations and liabilities of the Escrow Agent are restricted to those expressly provided in this Escrow Agreement. No obligation of the Escrow Agent shall be presupposed or implied from this Escrow Agreement and the Escrow Agent shall not be requested to recognize any other contracts among the parties, including the SPA.

6.2.1. The Parties agree that the Escrow Agent has not supplied any type of financial, tax or business consulting in connection with this Escrow Agreement, is not aware and shall not be requested to interpret the content of the obligations and rights resulting from the relationship among the Parties and resulting from the SPA and, consequently, shall not be liable, in any way, for the provisions of the SPA, nor for any information supplied in such respect.

6.2.2  In case all or part of the Account Funds, or the Escrow Account, is pledged, seized or, in any other way, committed according to any order from a Government Authority, or if the release/escrow of the Account Funds is suspended or restricted by any order from a Governmental Authority, or if any other order issued by a  Governmental Authority affects the Account Funds or the Escrow Account or any act of the Escrow Agent pursuant to the terms of this Escrow Agreement, the Escrow Agent is expressly authorized to comply strictly with the provisions of such order, without any obligation to challenge said order or obtain

any consent from the Parties before complying therewith, and such compliance shall not imply any liability of the Escrow Agent to the Parties or any other person.

6.2.3.  The Escrow Agent does not make any representations with respect to the validity, value, authenticity or enforceability of any document, notice or instrument maintained by or delivered to the Escrow Agent pursuant to the terms of this Escrow Agreement, nor in connection with the identity, authority or rights of any person who has signed, deposited or delivered or intended to sign, deposit or deliver such document, notice or instrument, and the Escrow Agent may not be held liable, in any way, for such requirements.

6.2.4  The Escrow Agent will not be requested to issue any opinion or make any judgment, diligence or research in connection with amounts, the reasonableness or merit (including with respect to the occurrence of the events described in Clause 1.3) of any or all notices or documents attached hereto, or provided to the Escrow Agent according to the provisions of this Escrow Agreement.

6.2.5  The Escrow Agent will not be required to advise any Party in connection with criteria to withdraw, remit or take or abstain from taking any step in connection with the Account Funds. Thus, the Escrow Agent will not be required to give any advice, nor shall guarantee any earnings resulting or which may result from any Permitted Investments.

6.2.6  The Parties acknowledge and agree that the Escrow Agent is not responsible or liable for transferring any of its own resources, providing or completing the funds deposited in the Escrow Account or using its own funds to collect any taxes accruing on the Escrow Account, the Account Funds and/or this

Escrow Agreement.

6.2.7  The Escrow Agent will not be liable to any person for any damage, loss or expenses incurred as a result of any act or omission by the Escrow Agent, and the other contracting parties will be subsidiarily and individually liable for indemnifying and releasing the Escrow Agent in connection with all and any loss, liability, claim, action, damages and expenses, including justified lawyers’ fees and disbursements, directly or indirectly related to this Escrow Agreement, except if such damages, losses or expenses are caused by willful misconduct of the Escrow Agent in performing its activities and obligations according to this Escrow Agreement, which willful misconduct is attributed by a final decision transited in rem judicatam. The Parties acknowledge and agree, and the Escrow Agent is aware that the Escrow Agent will be liable only for such losses, damages or expenses resulting from the final and unappealable decision of a Governmental Authority (including legal costs and lawyers’ fees). Notwithstanding any provision otherwise in this Escrow Agreement, the Escrow Agent will not be liable for any loss of profits or any damages or indirect or consequential damages, even if the Escrow Agent has been warned about the probability of such losses and damages regardless of its conduct.

6.2.8  The Escrow Agent will not be liable for any error of judgment or any step taken, sustained or omitted by it in good faith. The Escrow Agent may exercise any of its powers and perform any of its duties exposed directly or through representatives or attorneys-in-fact and may consult lawyers, accountants and other qualified persons selected and contracted by it. The Escrow Agent will not be liable for any action, act or omission performed, in good faith, according to the advice or opinion of any of these lawyers, accountants and other qualified persons. In the case the Escrow Agent is not sure about its duties or obligations, as stipulated herein, or if it receives instructions or claims from a Party of this instrument,

which, in the Escrow Agent’s opinion conflict with any provisions of this Escrow Agreement, or in the event of conflict between the Parties and/or any natural person or legal entity, with respect to the sums and documents held pursuant to the terms hereof, the Escrow Agent will be entitled to, at its sole discretion, abstain from taking any steps and its only obligations will be to safely keep all the Account Funds while such controversy or conflict lasts, until it receives (a) precise and joint written instructions from the Escrow Account Holder and the Escrow Account Beneficiary (in the case of Clause 4.2¸ only from  the Escrow Account Holder) or (b) a judicial or Governmental Authority’s order also with precise instructions, but in this case, the Escrow Agent shall promptly inform the Parties in writing about its not accepting an instruction from such Parties. In the case of (b), the Escrow Agent may choose, at its sole discretion, to deposit the asset held in a judicial deposit account. The costs and expenses (including lawyers’ fees and legal costs) incurred in connection with such proceedings shall be paid by the other Parties of this Escrow Agreement, other than the Escrow Agent, and will be considered as obligations of the same.

6.2.9  The Escrow Agent will be entitled to trust any order, sentence, certificate, claim, notification, term or other type of written instrument delivered thereto as contemplated herein, without being obliged to check the authenticity or precision of the facts declared therein or their adequacy or any other instrument or validity of the respective services. The Escrow Agentmay act based on any instrument or upon a signature deemed as authentic thereby, based on the signature card of the representatives of  the Escrow Account Holder and of the Escrow Account Beneficiary deposited with the Escrow Agent.

6.2.10  The Escrow Agentshall not have any liability in the case of the other Parties requesting judicial recovery, decreeing bankruptcy, or finding themselves in a condition of insolvency or liquidation, and may not guarantee that the Account Funds will be judicially frozen.

6.3  Indemnification of Escrow Agent. The Parties hereby agree to protect, defend and keep the Escrow Agent, its directors, advisors, agents and employees from and against all and any costs, losses, claims, damages, disbursements, liabilities and expenses, including reasonable investigation costs, legal costs and lawyers’ fees, which may be imposed upon or incurred by the  Escrow Agent in connection with its acceptance of, or appointment as, Escrow Agent, pursuant to the terms of this instrument, or in connection with the performance of its duties and obligations assumed herein, including any litigation resulting from this Escrow Agreement or involving its purpose, as well as any matters in connection with the transactions among the Parties according to the terms of the SPA, provided that, however, such indemnity against losses does not cover damages, losses, claims, disbursements, responsibilities and damages resulting from willful misconduct of the Escrow Agent, according to Clause 6.2.7. These indemnity provisions shall remain in force after the termination of this Escrow Agreement or resignation or removal of the Escrow Agent as escrow agent, pursuant to the terms hereof, for a period of 2 (two) years.

6.4  Resignation by Escrow Agent. The Escrow Agent may, at any time, with prior and express notice of at least 60 (sixty) days, resign its functions upon delivery of a notice to the Parties and the transfer of the Account Funds to any escrow agent that succeeds it, chosen pursuant to the terms hereof. Whatever the financial institution succeeding the Escrow Agent, it shall be jointly appointed by the Parties (or by the competent court, or Governmental Authority, in compliance with Clause 10), within 60 (sixty) days after the Escrow Agent communicates its resignation, in writing, during

which period the Escrow Agent will be released from all and any future obligations resulting from this Escrow Agreement. The resignation of the Escrow Agent will become effective upon the appointment of the successor (including by the competent court or Governmental Authority, in compliance with Clause 10), as agreed by the Parties. If  the Escrow Account Holder  and Escrow Account Beneficiary, after negotiating in good faith, do not reach an agreement on the successor of the Escrow Agent by the 50th (fiftieth) day after receipt of said resignation notification, the new escrow agent shall be one of the following banks: Citibank, HSBC, Santander, ABN or Unibanco, which choice must fall on the bank that accepts to act according to the terms hereof for the lowest fees, and the withdrawing Escrow Agent shall immediately transfer all the Account Funds to an account of the  Escrow Account Holder with such successor. The Escrow Agent will not be liable for keeping and preserving the Account Funds as from the 60th (sixtieth) day after the date of delivery of its written resignation notice to the Parties.

6.5  Remuneration of the Escrow Agent. As a result of the performance by the Escrow Agent of the functions contemplated in this Escrow Agreement, the Parties agree that the Escrow Agent will be entitled to receive from the Escrow Account Holder a monthly remuneration of R$500,00, to be debited monthly from the account No.7416, held by the Escrow Account Holder, at the branch no. 002 of Banco UBS Pactual S.A. (such account is not the Escrow Account), until the fifth business day of each month, related to the escrow services rendered in the month before, until the termination of this Escrow Agreement.

6.6  Inexistence of Offsetting Right against the Account Funds. Except as established in Clause 6.5 above, and without prejudice to the provisions in Clause 3.3.1 above, the Escrow Agent, hereby, expressly waives any right that it may have to offset any other

credit, which it may have against one of the Parties, with any portion of the Account Funds, to be released to such Party, according to the terms hereof.

6.7 Cooperation. The Parties shall cooperate with the Escrow Agent in compliance with its duties and responsibilities as provided in this Escrow Agreement, and shall supply all instruments and documents within their respective attributions that are necessary for the Escrow Agent to fulfill its respective duties and responsibilities.

Clause 7

Definitions

7.1 Definitions. Except if otherwise established in this Escrow Agreement, the terms below will have the following meanings:

a.   “Business Day” will mean any day other than a Saturday, Sunday or National Holiday or any other day in which the Brazilian financial institutions are authorized or obliged by law to remain closed in the Brazilian territory as a whole.

b.   “Governmental Authority” shall mean any authority, agency, stock exchange, council, commission, organ, department, court or competent autarchy of any state or government, whether national or international, federal, state or municipal, exercising its judiciary, administrative or legislative duties, and any arbitration court or board.

7.2  Interpretation. Whenever the context thus requires, the singular shall include the plural and vice-versa and

the gender of any pronoun will include the other genders.

Clause 8

Confidentiality

8.1 Confidentiality. Except if required by the applicable law (including by any summons or order issued by a Governmental Authority), or if it otherwise agreed by the parties, each of the parties hereto, including the Escrow Agent, shall keep confidential all and any written or oral information and documentation, directly related to this Escrow Agreement or to the transactions contemplated herein, including, but not limited to, the content of this instrument (“Confidential Information”). The obligation set forth above shall not apply to any information which comes into the public domain by means other than resulting from a breach by any of the parties above of its confidentiality obligations, or which disclosure is required pursuant to the terms of the applicable law (including by any summons or order issued by a Governmental Authority).

8.2 Continuity of the Confidentiality Obligations., The confidentiality obligations provided in this Clause 8 shall remain in full force for up to 1 (one) year after termination of the Escrow Agreement.

Clause 9

Term; Termination

9.1  Term. This Escrow Agreement will remain in full force until (i) the Escrow Agent receives a notification signed by both Parties indicating that all the Account Funds shall be released to  the Escrow Account Holder and/or to the Escrow Account Beneficiary; or (ii) for the period of five (5) years, counted from this date, whichever occurs first.

9.1.1  In the event of Clause 9.1(ii) above, if at that time the Parties are in dispute or litigation in connection with

the Account Funds, this Escrow Agreement may be renewable for an additional period of five (5) years. For this purpose, the Escrow Account Holder and/or the Escrow Account Beneficiary shall notify the Escrow Agent, within 60 (sixty) days before the end of the initial term of five (5) years, to communicate that this Escrow Agreement shall be renewed for a five (5) years additional term. Once the notification has not been received, in such term the Escrow Agent shall transfer immediately all the Account Funds to the account No. 7416 held by the Escrow Account Holder, at the branch no. 002 of Banco UBS Pactual S.A.

9.1.2  If the Escrow Agent notifies the Parties, at any time and in its sole discretion,  in order to inform that it will not renew this Escrow Agreement, once the notification has been received, the Parties shall indicate to the Escrow Agent who his successor will be, according to Clause 6.4, and the Escrow Agent shall transfer immediately all the Account Funds to an account of the EscrowAccountHolder with such successor.

9.2  Prior Termination. Notwithstanding Clause 9.1 and without prejudice to the provisions in Clause 6.4, the Parties may mutually agree to terminate this Escrow Agreement at any prior date.

Clause 10

General Conditions

10.1 Notifications. All notices, notifications, authorizations, waivers and other communications pursuant to the terms of this Escrow Agreement shall be made in writing and delivered by registered mail with confirmation of receipt, a recognized commercial remittance, by hand, or sent by transmission by fax (in this case, at the time of confirmation of receipt of the transmission), in each case to the appropriate address and fax telephone numbers established below (or to such

other addresses or telephone numbers as the party designates by notice to the other parties):

a. If to the Escrow Account Holder, to:

MIGUEL ANTÔNIO DOS GUIMARÃES BASTOS

Address: Condominio Encontro das Águas, Quadra I, Lote 39, 42700-000, Lauro de Freitas, BA

Telephone / Fax: +55 71 33903002/ +55 71 3390-3001

E-mail: mgb@qualytextil.com.br

b. If to the Escrow Account Beneficiary, to:

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

Address: Avenida Bernardino de Campos, n.º 98, Sala 9, 14th Floor, 04004-040, São Paulo, SP

Contact: Mr. José Tavares Lucena

Telephone / Fax: (55 11) 3886-8961

E-mail: jlucena@pryor.com.br

With copy to Lakeland Industries, Inc.

701-07 Koehler Avenue, Ronkonkoma

NY 11779, USA

Attention to Mr. Gary A. Pokrassa and Christopher J. Ryan

E-mail: GAPokrassa@lakelan.com, CJRyan@lakeland.com

Fax: 631-981-9751

c. If to Escrow Agent to:

Banco UBS Pactual S.A.

Address: Praia de Botafogo 501, 5º andar

Botafogo – Rio de Janeiro – RJ

Brasil – CEP: 22250-040

CNPJ: 30.306.294/0001-45

Contact: […]

Telephone / Fax

E-mail:

10.2 Binding Effect; Assignment. This Escrow Agreement and the rights and obligations of the Contracting Party, as well as any instrument or agreement signed or delivered pursuant to the terms hereof, shall bind all the contracting parties and their respective successors. This Escrow Agreement and any rights and obligations contemplated or resulting from this Escrow Agreement may not be assigned by any of the parties without prior consent in writing from the other party, except as set forth in the Clause 6.4.

10.3  Waivers and Changes. This Escrow Agreement may be altered, substituted, canceled, renewed or extended, and compliance with its terms may only be granted by a written instrument signed by all the parties or, in the case of a waiver, by the party waiving the right in question. No delay or failure of any party in exercising any right, power or privilege, pursuant to the terms hereof, will operate as a waiver of such right, power or privilege or novation, or will prevent any subsequent exercise thereof.

10.3.1  Absence of Alterations in the SPA.  The Escrow Account Holder and the Escrow Account Beneficiary agree that this Escrow Agreement is entered into according to the terms of the SPA. No provision of this Escrow Agreement shall affect or alter the provisions of the SPA.

10.4   Independence of Clauses. Any term of provision of this Escrow Agreement that is declared invalid or unenforceable in any jurisdiction shall, with respect to such jurisdiction, become ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining terms or provisions of the Escrow Agreement.

10.5  Language. This Escrow Agreement is being executed in the English and Portuguese languages. In the event of any discrepancy between the English and Portuguese versions of this Escrow Agreement, the

English version of the Agreement shall prevail.

10.6 Governing Law. This Escrow Agreement will be written by and interpreted according to the laws of the Federative Republic of Brazil.

10.7 Jurisdiction. The parties elect the central venue of the Circuit Court of São Paulo, State of São Paulo, waiving any other, regardless of how privileged it may be, to file any legal measure resulting from this Escrow Agreement.

IN WITNESS WHEREOF, the parties sign this Escrow Agreement by their respective legal representatives in 3 (three) original counterparts of equal contents and form, in the presence of the 2 (two) undersigned witnesses.

São Paulo, 09 de maio de 2008.

BY:  /s/MIGUEL ANTÔNIO DOS GUIMARÃES BASTOS

QUALYTEXTIL S.A.

By: /s/ JOSE TAVARES LUCENA

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

BANCO UBS PACTUAL S.A.

Testemunhas/ Witness:
1.	2.
Name:	Nome:
Id:	RG:

Annex 4.1

Permitted Investments

The Account Funds shall be invested by the Escrow Agent, according to the terms of Clause 4.1 and according to the instructions of   the Escrow Account Holder, in the following investment alternatives (each a “Permitted Investment”):

Fundo UBS Pactual High Yield;

Annex 5.1

Escrow Account Reports

The Escrow Agent shall send to the Parties monthly reports containing at least:

-  the balance of the Escrow Account.

-  the Permitted Investments, and their respective balances.

EX-10.5

Execution Copy

Exhibit 10.5

MANAGEMENT AGREEMENT

This Management Agreement is made this 13th May, 2008, by and between:

on one side,

1.           Elder Marcos Vieira da Conceição, Brazilian Citizen, single, businessman, bearer of the identification Card RG N. 05746155.47 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry (CPF/MF) under N. 793.295.605-63, resident and domiciled in the City of Salvador, State of Bahia, at Rua Clarival do Prado Valladares, 371, Condomínio Monte Trianon – Bairro Caminho das Arvores, CEP 41820-700 (“Officer”);

and, on the other side,

2.           Qualytextil S.A., a corporation organized under the laws of Brazil, with its head office at Rua Luxemburgo, sem n.º, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes, 82 and 83, São Caetano, in the City of Salvador, State of Bahia, enrolled with the Brazilian Taxpayers' Registry (CNPJ) under No. 04.011.170/0001-22 (“Company”), hereby duly represented by the undersigned legal representatives;

and, as intervening parties,

3.           Lakeland Industries, Inc., duly organized under the laws of the State of Delaware, United Stated of America, with offices at 701 Koehler Avenue, suite 7, Ronkonkoma, NY 11779 hereby duly represented by the undersigned representatives (“Lakeland”); and

4.           Lakeland do Brasil Empreendimentos e Participações Ltda., a limited liability company duly existing and organized under the laws of Brazil, with its head offices located in the City of São Paulo, State of São Paulo, at Av. Bernardino de Campos, N. 98, sala 9, CEP 04004-040, enrolled with the Brazilian Taxpayers' Registry (CNPJ) under No. 09.484.003/0001-12, hereby duly represented by the undersigned legal representatives,

all hereinafter jointly or individually referred to as “Party” or “Parties”,

W I T N E S S E T H:

WHEREAS, the Company is engaged in the business of the production, manufacture, and sale of personnel protective equipment (“Business”); and

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WHEREAS, the Company wishes that the Officer signing this Management Agreement undertakes to work and/or remain working exclusively as officer of the Company, as well as to  use his/her best efforts for the development and profitable performance of the Business, for a minimum period starting on the date hereof and ending on December 31, 2011, in accordance with the terms and conditions hereinbelow,

NOW, THEREFORE, the Parties have agreed to enter into this Management Agreement (“Agreement”), which shall be governed by the following terms and conditions:

I. MANAGEMENT OF THE COMPANY

1.1. Officer shall remain as Executive Officer of the Company for a period starting on the date hereof and ending on December 31, 2011.

1.2. Officer hereby undertakes to manage the Business in the best interests of the Company, and to use his/her best efforts for the development and profitable performance of the Company, and, for such purposes, Officer shall provide for the Company’s proper operation in all fields, including, but not limited to:

(i) take office as Chief Executive Officer (Diretor Presidente) and be responsible for managing the marketing and sales activities; and

(ii) representation of the Company before any third parties, private or public.

1.3. Officer shall at all times during the Term of this Agreement:

(i) faithfully and diligently act for the benefit and betterment of the Business;

(ii) use his/her best efforts to act in the best interests of the Business; and

(iii) keep the Company and Lakeland fully informed of all material activities carried out in the performance of the Business.

1.4. Officer hereby undertakes to comply with all reasonable Lakelandrules, directions and guidelines that Officer has been given notice in written form and to strive to complete all Lakeland financial targets, commands and other business goals regarding the Company and the Business that Officer has been informed in written form, including the Lakeland Business

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Ethics and Anti-Corrupt Practices Guide, and is not authorized to take any action out of the ordinary course of business of the Company, without having received prior written consent of Lakeland.

1.5. Officer hereby acknowledges and declares that the relationship undertaken hereby among Officer, the Company and Lakeland is implemented on a fiduciary basis, and there shall not exist any kind of labor relationship between Officer, Lakeland and/or the Company in any manner whatsoever.

2. REMUNERATION

2.1. In consideration for the management services of Officer, Officer shall receive a total annual remuneration in the amount of R$ 346,177.00 (three hundred and forty six thousand and one hundred and seventy seven Reais), to be paid in twelve (12) monthly installments of R$ 28,848.08 (twenty eight thousand and eight hundred and forty eight Reais and eight centavos) (“Remuneration”), payable on the 1st business day of the subsequent month.

2.1.1. Each Party shall bear or pay all taxes attributed thereto by Law. In case any withholdings in the Remuneration need to be made prior to its payment, then the Remuneration shall be paid to Officer with such withholding amounts deducted.

2.1.2. On the date of the first (1st) anniversary of this Agreement, the Remuneration shall be increased in eighteen per cent (18%) and then shall remain fixed until the termination of this Agreement.

3. VACATION

3.1. Officer shall be entitled to, after each management year in the Business, counted as of the date hereof, take a twenty-two (22) Business Days of vacation, which period shall be previouslydiscussed with Lakeland, in order for Lakeland to be able to take the steps necessary to minimize any adverse effects on the administration of the Business (“Vacation Period”).

3.2. During the Vacation Period, Officer shall still be entitled to receive his/her normal  Remuneration due in that period.

4. REIMBURSEMENT OF EXPENSESAND FRINGE BENEFITS

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4.1. Officers’ expenses related to trips made and other expenses incurred by Officer in order to properly exercise his/her management obligations undertaken herein, shall be reimbursed by the Company, according to the terms and conditions set forth in this Section IV (“Expenses”).

4.2. For purposes of Section 4.1 above, the Company shall reimburse any Expenses of the Officer related to transportation (such as plane tickets, taxis, gas), travel insurance (including medical insurance), meals, telecommunications and accommodations (such as hotels fees), and the Company may, at its sole discretion, reimburse other expenses made by Officer on his/her trips, provided that they are undertaken exclusively for purposes of the Company.

5. EXCLUSIVITY

5.1. While this Agreement is in force, Officer shall not, in any way, act as officer, employee, consultant, service provider or in any other manner, in any other company or legal entity, in Brazil or abroad.

6. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY

6.1. The Parties acknowledge and agree that: (i) the business contacts, joint ventures, Chinese, Mexican, Canadian, United Kingdom, EEC, South American, and all of Lakeland's other U.S. and all international suppliers, independent contractors, North American and international customers, international and domestic vendors, joint venture or non-joint venture contractors, patterns, know-how, trade secrets, marketing techniques and other aspects of the business of Lakeland are of value to Lakeland and will provide Lakeland with substantial competitive advantage in the operation of its business; (ii) the business of Lakeland is national and international in scope, and (iii) Lakeland is entitled to protect its goodwill and the consideration paid or to be paid under the Share Purchase Agreement executed on May 2nd, 2008, which payment is for this goodwill during and after the Term of this Agreement.

6.2. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Officer, Officer hereby agrees that it shall not, and it shall cause any of its enterprises, companies, corporations or subsidiaries thereof, joint ventures, proprietorships, blood relatives, spouses or in-laws, or other similar affiliates hereinafter referred to as ("affiliates") not to, in any manner, directly or indirectly: (i) at any time, divulge, transmit or otherwise disclose, or cause to be divulged, transmitted or otherwise disclosed, to any person or entity whatsoever, any confidential or proprietary information of Lakeland, including business contacts, customer lists, supplier lists, domestic and international vendors, suppliers, joint ventures and assembly contractors, technology know-how, trade secrets, marketing

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techniques, marketing plans and strategies, manufacturing methods, patterns, product development techniques or plans, patents, laminates, fabrics, contracts or other confidential or proprietary information of Lakeland (including such matters related to the business heretofore conducted by Lakeland and by the Company); (ii) at any time during the period from the date hereof through and including the seventh (7th) anniversary of any termination date of this Agreement hereof (the "Restrictive Period"), anywhere in or out of Brazil, or internationally render any services to or engage, participate, or have any interest or be involved in any capacity, whether as an owner, agent, stockholder, officer, director, manager, partner, joint venturer, employee, consultant or otherwise, in any business enterprise which is, or shall at any time during the Restrictive Period be, engaged in any manner in the business of designing, developing, manufacturing, marketing, selling and/or distributing any Products (as defined below); (iii) directly or indirectly solicit, request, cause or induce any person who during the Restrictive Period or eighteen (18) months prior to the termination of this Agreement had been an employee of or consultant to Lakeland or the Company, to leave employment or terminate his/her relationship with Lakeland or the Company, or to employ, hire, engage or be associated with, or endeavor to entice away from Lakeland or the Company, any such person; and (iv) induce any customers, vendors, joint venturers or contract manufacturers of Lakeland or the Company, either domestically or internationally to discontinue doing business with Lakeland or the Company.

6.2.1. As used herein, the term "Products" means any and all goods and/or products of the type heretofore sold or to be sold during the Term of this Agreement by Lakeland or any of its subsidiaries, divisions or affiliates, including but not limited to the Products as listed or to be listed in Lakeland's product catalogs, pricing lists, or other literature and any functionally similar goods and/or products, already developed by or to be developed by Lakeland and shown in its catalogs, pricing lists or other literature or to be developed by Lakeland during the Term of this Agreement.

6.2.2. For purposes hereof, information shall not be deemed "confidential" or "proprietary" to the extent that it (i) is a matter of common knowledge or of public record, or within the public domain (other than as a result of any breach hereof by Officer); (ii) is generally known throughout the industry or was otherwise acquired from other legitimate sources; or (iii) is required to be disclosed by law or by order of any court or governmental authority.

6.3. ln consideration of Lakeland purchasing the stock of the Company on the date hereof and the Supplementary Purchase Price (pursuant to the definition set forth in the Share Purchase Agreement) to be paid in the future, and the entering into this Agreement with Officer and the

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covenants and agreements of Lakeland and the Company, pursuant to this Agreement, Officer agrees to abide by all of the covenants herein.

7. TERM AND TERMINATION

7.1. This Agreement shall be valid and in force from the date hereof and until December 31st, 2011 (“Term”), renewable upon agreement in writing by the Parties.

7.2. Upon termination of this Agreement, Officer shall immediately return any documents and materials he/she may have in his/her possession or any other documents or things made available or supplied under this Agreement and all copies thereof, upon request of Lakeland or the Company and he/she shall immediately cease to act on behalf of the Company, as well as to represent the Company before third-parties. Officer further agrees to execute any and all documents required to achieve such effect.

7.3. Notwithstanding the provisions above, this Agreement may be freely and immediately terminated for cause by the Company, if so instructed by Lakeland, without any indemnification, compensation or remuneration to Officer, except for the payment of any outstanding Remuneration or reimbursement of expenses or fringe benefits, as well as for the Supplementary Purchase Price, if due in accordance with provisions set forth in the Share Purchase Agreement, in case of either:

(i) violation by Officer of the obligations undertaken in this Agreement;

(ii) Officer becomes, according to Brazilian Law, when applicable, mentally or physically incapable to perform his/her duties, as set forth herein or upon death of Officer;

(iii) violation by Officer of the Company’s or Business’ policies or rules, or willful misconduct by Officer or refusal to follow the lawful and reasonable directives of Lakeland;

(iv) commission by Officer of any act, action, or omission attributed directly to Officer, which gives rise to termination with cause according to the Brazilian labor laws; and

(v) commission of any act, action, or omission attributed directly to Officer, which constitutes a reason for dismissal or liability of executive officers, including any violation of applicable law or the Company’s Articles of Association, or the commission of any fraud, dishonesty or other unethical acts.

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7.4. The Parties hereby agree that in the event of termination of this Agreement, the obligations of the Officer under Section 6 above shall survive.

7.5. Officer may terminate this Agreement for cause in case the Company is in breach of its obligation to pay the Remuneration in accordance with Section 2.1 above and fails to cure such breach within thirty (30) days of the receipt of written notice from Officer demanding that such breach to be cured.

8. PENALTIES

8.1. Each of the Parties further agrees that, in the event of a breach of or a default by Officer of obligations set forth in Section 6, the Company shall be entitled to (i) specific performance to enjoin any breach, or the continuation of any breach, of the provisions of Section 6 and (ii) a punitive penalty (multa punitiva não-compensatória) for each violation individually considered in the amount of R$500,000.00 (five hundred thousand Reais).

8.2. In case of termination of this Agreement by the Company without cause, Officer shall be entitled to receive an amount equivalent to the sum of the Remuneration he/she would have received had this Agreement not been terminated early by the Company and Section 2.06, “b” of the Share Purchase Agreement executed on May 2nd, 2008 shall apply as the case may be.

9. NOTICES

9.1. All notices or communications between the Parties as resulting from this Agreement shall be sent in writing, by express international mail, fax or e-mail with acknowledgement of receipt, to the following addresses and addressees, and shall be deemed duly given upon receipt by the addressee, as proved by the sender:

If to Lakeland and the Company:

707-7 Koehler Avenue, Ronkonkoma, N.Y. 11779, USA

Attention to: Mr. Christopher J. Ryan and Gary Pokrassa

Fax: 631-981-9751

E-mail: GAPokrassa@lakeland.com and CJRyan@lakeland.com

If to Officer:

Rua Clarival do Prado Valladares, 371, Condomínio Monte Trianon

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Bairro Caminho das Arvores, CEP 41820-700

Salvador, BA, Brazil

Attention to Mr. Elder Marcos Vieira da Conceição

Fax: 55 71 3390-3001

E-mail: marcos.vieira@qualytextil.com.br

10. GENERAL PROVISIONS

10.1. It is acknowledged, understood and agreed that the restrictions contained in this Agreement are (a) made for good, valuable and adequate consideration received by Officer and (b) are reasonable and necessary, in terms of the time, geographic scope and nature of the restrictions, for the protection of Lakeland and the Company’s business and goodwill thereof. It is intended that said provisions be fully severable and that, in the event that any of the foregoing restrictions, or any portion of the foregoing restrictions, shall be deemed contrary to law, invalid or unenforceable in any respect by any court or tribunal of competent jurisdiction, then such restrictions shall be deemed to be amended, modified and reduced in scope and effect, as to duration, geographic area or in any other relevant respect, only to that extent necessary to render same valid and enforceable, and any other of the foregoing restrictions shall be unaffected and shall remain in full force and effect.

10.2. This Agreement shall be binding upon, and shall inure to the benefit of each of the Parties and their respective successors and assignees.

10.3. No modification or waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom it is sought to be enforced.  No waiver at any time of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement at that time or a waiver of that or any other provision at any other time.

10.4. This Agreement, its rights and obligations hereunder may not be assigned or transferred in whole or in part to any party without the prior and express written authorization of the Company or Lakeland. Officer may not subcontract any of the managing powers, services and attributions given to Officer to any party without the prior and express written authorization of the Company and Lakeland.

10.5. The captions and paragraph headings used in this Agreement are for convenience only, and shall not affect the construction or interpretation of this Agreement or any of the provisions hereof.

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11. APPLICABLE LAW AND ARBITRATION

11.1. Any dispute arising between the Parties in connection with this Agreement, its interpretation, validity, performance, enforceability, breach or termination, shall be settled in an amicable way by the Parties by direct negotiations held in good faith for a term not exceeding 30 (thirty) calendar days. If, upon expiration of the 30-days period, the Parties have not reached an amicable settlement, the dispute must be submitted to the decision of an arbitration panel and shall be finally settled under the rules of Arbitration of the Chamber of Commerce Brasil-Canadá (“CCBC”) by 3 (three) arbitrators appointed in accordance with said rules. Language of the proceeding shall be English. Place of arbitration and the issuance of the award shall be the City of São Paulo, State of São Paulo, Brazil. The claims and disputes taken before the arbitration proceeds shall be governed by Brazilian law, which will also be applicable to solve any controversy regarding this arbitration Article. Notwithstanding the arbitration provisions above, the Parties hereto shall have the right to go to court in the County of São Paulo in order to (i) obtain injunctive relief or (ii) to enforce the submission of the other Party to the arbitration proceeding.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, in two (2) copies of equal meaning and form, in the presence of two (2) witnesses.

São Paulo, 13th  May, 2008.

Qualytextil S.A.
By:	/s/ Elder Marcos Vieira da Conceicao
Name:	Elder Marcos Vieira da Conceição
Title:	CEO
Lakeland Industries, Inc.
By:	/s/ Gary A. Pokrassa
Name:	Gary A. Pokrassa
Title:	CFO
Lakeland do Brasil Empreendimentos e Participações Ltda.

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By:	/s/ Jose Tavares Lucena
Name:	Jose Tavares Lucena
Title:	Administrator

WITNESSES:

1.		2.
	Name:		Name:
	ID:		ID:
	CPF/MF:		CPF/MF:

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EX-10.6

Execution Copy

Exhibit 10.6

MANAGEMENT AGREEMENT

This Management Agreement is made this 13th May, 2008, by and between:

on one side,

 1. Márcia Cristina Vieira da Conceição Antunes, Brazilian Citizen, married, businesswoman, bearer of the identification Card RG N. 02504273.46 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry (CPF/MF) under N. 507.932.685-91, resident and domiciled in the City of Salvador, State of Bahia, at Alameda Cabo Frio, Quadra 34, Lote 10, Bairro Praias do Flamengo, CEP 41603-115 (“Officer”);

and, on the other side,

2. Qualytextil S.A., a corporation organized under the laws of Brazil, with its head office at Rua Luxemburgo, sem n.º, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes, 82 and 83, São Caetano, in the City of Salvador, State of Bahia, enrolled with the Brazilian Taxpayers' Registry (CNPJ) under No. 04.011.170/0001-22 (“Company”), hereby duly represented by the undersigned legal representatives;

and, as intervening parties,

3. Lakeland Industries, Inc., duly organized under the laws of the State of Delaware, United Stated of America, with offices at 701 Koehler Avenue, suite 7, Ronkonkoma, NY 11779 hereby duly represented by the undersigned representatives (“Lakeland”); and

4. Lakeland do Brasil Empreendimentos e Participações Ltda., a limited liability company duly existing and organized under the laws of Brazil, with its head offices located in the City of São Paulo, State of São Paulo, at Av. Bernardino de Campos, N. 98, sala 9, CEP 04004-040, enrolled with the Brazilian Taxpayers' Registry (CNPJ) under No. 09.484.003/0001-12, hereby duly represented by the undersigned legal representatives,

all hereinafter jointly or individually referred to as “Party” or “Parties”,

W I T N E S S E T H:

WHEREAS, the Company is engaged in the business of the production, manufacture, and sale of personnel protective equipment (“Business”); and

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WHEREAS, the Company wishes that the Officer signing this Management Agreement undertakes to work and/or remain working exclusively as officer of the Company, as well as to  use his/her best efforts for the development and profitable performance of the Business, for a minimum period starting on the date hereof and ending on December 31, 2011, in accordance with the terms and conditions hereinbelow,

NOW, THEREFORE, the Parties have agreed to enter into this Management Agreement (“Agreement”), which shall be governed by the following terms and conditions:

I.   MANAGEMENT OF THE COMPANY

1.1. Officer shall remain as Executive Officer of the Company for a period starting on the date hereof and ending on December 31, 2011.

1.2. Officer hereby undertakes to manage the Business in the best interests of the Company, and to use his/her best efforts for the development and profitable performance of the Company, and, for such purposes, Officer shall provide for the Company’s proper operation in all fields, including, but not limited to:

(i) take office as Chief Operating Officer (Diretora Operacional) and be responsible for managing the administrative services and human resources of the Company; and

(ii) representation of the Company before any third parties, private or public.

1.3. Officer shall at all times during the Term of this Agreement:

(i) faithfully and diligently act for the benefit and betterment of the Business;

(ii) use his/her best efforts to act in the best interests of the Business; and

(iii) keep the Company and Lakeland fully informed of all material activities carried out in the performance of the Business.

1.4. Officer hereby undertakes to comply with all reasonable Lakeland rules, directions and guidelines that Officer has been given notice in written form and to strive to complete all Lakeland financial targets, commands and other business goals regarding the Company and the Business that Officer has been informed in written form, including the Lakeland Business Ethics and Anti-Corrupt Practices Guide, and is not authorized to take any action out of the

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ordinary course of business of the Company, without having received prior written consent of Lakeland.

1.5. Officer hereby acknowledges and declares that the relationship undertaken hereby among Officer, the Company and Lakeland is implemented on a fiduciary basis, and there shall not exist any kind of labor relationship between Officer, Lakeland and/or the Company in any manner whatsoever.

2.   REMUNERATION

2.1. In consideration for the management services of Officer, Officer shall receive a total annual remuneration in the amount of R$ 296,010.00 (two hundred and ninety six thousand and ten Reais), to be paid in twelve (12) monthly installments of R$ 24,667.50 (twenty four thousand and six hundred and sixty seven Reais and fifty centavos) (“Remuneration”), payable on the 1st business day of the subsequent month.

2.1.1. Each Party shall bear or pay all taxes attributed thereto by Law. In case any withholdings in the Remuneration need to be made prior to its payment, then the Remuneration shall be paid to Officer with such withholding amounts deducted.

2.1.2. On the date of the first (1st) anniversary of this Agreement, the Remuneration shall be increased in eighteen per cent (18%) and then shall remain fixed until the termination of this Agreement.

3.   VACATION

3.1. Officer shall be entitled to, after each management year in the Business, counted as of the date hereof, take a twenty-two (22) Business Days of vacation, which period shall be previouslydiscussed with Lakeland, in order for Lakeland to be able to take the steps necessary to minimize any adverse effects on the administration of the Business (“Vacation Period”).

3.2. During the Vacation Period, Officer shall still be entitled to receive his/her normal  Remuneration due in that period.

4.   REIMBURSEMENT OF EXPENSES AND FRINGE BENEFITS

4.1. Officers’ expenses related to trips made and other expenses incurred by Officer in order to properly exercise his/her management obligations undertaken herein, shall be reimbursed by the Company, according to the terms and conditions set forth in this Section IV (“Expenses”).

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4.2. For purposes of Section 4.1 above, the Company shall reimburse any Expenses of the Officer related to transportation (such as plane tickets, taxis, gas), travel insurance (including medical insurance), meals, telecommunications and accommodations (such as hotels fees), and the Company may, at its sole discretion, reimburse other expenses made by Officer on his/her trips, provided that they are undertaken exclusively for purposes of the Company.

5.   EXCLUSIVITY

5.1. While this Agreement is in force, Officer shall not, in any way, act as officer, employee, consultant, service provider or in any other manner, in any other company or legal entity, in Brazil or abroad.

6.   NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY

6.1. The Parties acknowledge and agree that: (i) the business contacts, joint ventures, Chinese, Mexican, Canadian, United Kingdom, EEC, South American, and all of Lakeland's other U.S. and all international suppliers, independent contractors, North American and international customers, international and domestic vendors, joint venture or non-joint venture contractors, patterns, know-how, trade secrets, marketing techniques and other aspects of the business of Lakeland are of value to Lakeland and will provide Lakeland with substantial competitive advantage in the operation of its business; (ii) the business of Lakeland is national and international in scope, and (iii) Lakeland is entitled to protect its goodwill and the consideration paid or to be paid under the Share Purchase Agreement executed on May 2nd, 2008, which payment is for this goodwill during and after the Term of this Agreement.

6.2. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Officer, Officer hereby agrees that it shall not, and it shall cause any of its enterprises, companies, corporations or subsidiaries thereof, joint ventures, proprietorships, blood relatives, spouses or in-laws, or other similar affiliates hereinafter referred to as ("affiliates") not to, in any manner, directly or indirectly: (i) at any time, divulge, transmit or otherwise disclose, or cause to be divulged, transmitted or otherwise disclosed, to any person or entity whatsoever, any confidential or proprietary information of Lakeland, including business contacts, customer lists, supplier lists, domestic and international vendors, suppliers, joint ventures and assembly contractors, technology know-how, trade secrets, marketing techniques, marketing plans and strategies, manufacturing methods, patterns, product development techniques or plans, patents, laminates, fabrics, contracts or other confidential or proprietary information of Lakeland (including such matters related to the business heretofore conducted by Lakeland and by the Company); (ii) at any time during the period from the date hereof through and including the seventh (7th) anniversary of any termination date of this

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Agreement hereof (the "Restrictive Period"), anywhere in or out of Brazil, or internationally render any services to or engage, participate, or have any interest or be involved in any capacity, whether as an owner, agent, stockholder, officer, director, manager, partner, joint venturer, employee, consultant or otherwise, in any business enterprise which is, or shall at any time during the Restrictive Period be, engaged in any manner in the business of designing, developing, manufacturing, marketing, selling and/or distributing any Products (as defined below); (iii) directly or indirectly solicit, request, cause or induce any person who during the Restrictive Period or eighteen (18) months prior to the termination of this Agreement had been an employee of or consultant to Lakeland or the Company, to leave employment or terminate his/her relationship with Lakeland or the Company, or to employ, hire, engage or be associated with, or endeavor to entice away from Lakeland or the Company, any such person; and (iv) induce any customers, vendors, joint venturers or contract manufacturers of Lakeland or the Company, either domestically or internationally to discontinue doing business with Lakeland or the Company.

6.2.1. As used herein, the term "Products" means any and all goods and/or products of the type heretofore sold or to be sold during the Term of this Agreement by Lakeland or any of its subsidiaries, divisions or affiliates, including but not limited to the Products as listed or to be listed in Lakeland's product catalogs, pricing lists, or other literature and any functionally similar goods and/or products, already developed by or to be developed by Lakeland and shown in its catalogs, pricing lists or other literature or to be developed by Lakeland during the Term of this Agreement.

6.2.2. For purposes hereof, information shall not be deemed "confidential" or "proprietary" to the extent that it (i) is a matter of common knowledge or of public record, or within the public domain (other than as a result of any breach hereof by Officer); (ii) is generally known throughout the industry or was otherwise acquired from other legitimate sources; or (iii) is required to be disclosed by law or by order of any court or governmental authority.

6.3. ln consideration of Lakeland purchasing the stock of the Company on the date hereof and the Supplementary Purchase Price (pursuant to the definition set forth in the Share Purchase Agreement) to be paid in the future, and the entering into this Agreement with Officer and the covenants and agreements of Lakeland and the Company, pursuant to this Agreement, Officer agrees to abide by all of the covenants herein.

7.   TERM AND TERMINATION

7.1. This Agreement shall be valid and in force from the date hereof and until December 31st, 2011 (“Term”), renewable upon agreement in writing by the Parties.

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7.2. Upon termination of this Agreement, Officer shall immediately return any documents and materials he/she may have in his/her possession or any other documents or things made available or supplied under this Agreement and all copies thereof, upon request of Lakeland or the Company and he/she shall immediately cease to act on behalf of the Company, as well as to represent the Company before third-parties. Officer further agrees to execute any and all documents required to achieve such effect.

7.3. Notwithstanding the provisions above, this Agreement may be freely and immediately terminated for cause by the Company, if so instructed by Lakeland, without any indemnification, compensation or remuneration to Officer, except for the payment of any outstanding Remuneration or reimbursement of expenses or fringe benefits, as well as for the Supplementary Purchase Price, if due in accordance with provisions set forth in the Share Purchase Agreement, in case of either:

(i) violation by Officer of the obligations undertaken in this Agreement;

(ii) Officer becomes, according to Brazilian Law, when applicable, mentally or physically incapable to perform his/her duties, as set forth herein or upon death of Officer;

(iii) violation by Officer of the Company’s or Business’ policies or rules, or willful misconduct by Officer or refusal to follow the lawful and reasonable directives of Lakeland;

(iv) commission by Officer of any act, action, or omission attributed directly to Officer, which gives rise to termination with cause according to the Brazilian labor laws; and

(v) commission of any act, action, or omission attributed directly to Officer, which constitutes a reason for dismissal or liability of executive officers, including any violation of applicable law or the Company’s Articles of Association, or the commission of any fraud, dishonesty or other unethical acts.

7.4. The Parties hereby agree that in the event of termination of this Agreement, the obligations of the Officer under Section 6 above shall survive.

7.5. Officer may terminate this Agreement for cause in case the Company is in breach of its obligation to pay the Remuneration in accordance with Section 2.1 above and fails to cure such breach within thirty (30) days of the receipt of written notice from Officer demanding that such breach to be cured.

8.   PENALTIES

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8.1. Each of the Parties further agrees that, in the event of a breach of or a default by Officer of obligations set forth in Section 6, the Company shall be entitled to (i) specific performance to enjoin any breach, or the continuation of any breach, of the provisions of Section 6 and (ii) a punitive penalty (multa punitiva não-compensatória) for each violation individually considered in the amount of R$500,000.00 (five hundred thousand Reais).

8.2. In case of termination of this Agreement by the Company without cause, Officer shall be entitled to receive an amount equivalent to the sum of the Remuneration he/she would have received had this Agreement not been terminated early by the Company and Section 2.06, “b” of the Share Purchase Agreement executed on May 2nd, 2008 shall apply as the case may be.

9.   NOTICES

9.1. All notices or communications between the Parties as resulting from this Agreement shall be sent in writing, by express international mail, fax or e-mail with acknowledgement of receipt, to the following addresses and addressees, and shall be deemed duly given upon receipt by the addressee, as proved by the sender:

If to Lakeland and the Company:

707-7 Koehler Avenue, Ronkonkoma, N.Y. 11779, USA

Attention to: Mr. Christopher J. Ryan and Gary Pokrassa

Fax: 631-981-9751

E-mail: GAPokrassa@lakeland.com and CJRyan@lakeland.com

If to Officer:

Alameda Cabo Frio, Quadra 34, Lote 10

Bairro Praias do Flamengo, CEP 41603-115

Salvador, BA, Brazil

Attention to: Mrs. Márcia Cristina Vieira da Conceição Antunes

Fax: 55 71 3390-3001

E-mail: marciaantunes@qualytextil.com.br

10. GENERAL PROVISIONS

10.1. It is acknowledged, understood and agreed that the restrictions contained in this Agreement are (a) made for good, valuable and adequate consideration received by Officer and (b) are reasonable and necessary, in terms of the time, geographic scope and nature of the restrictions, for the protection of Lakeland and the Company’s business and goodwill

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thereof. It is intended that said provisions be fully severable and that, in the event that any of the foregoing restrictions, or any portion of the foregoing restrictions, shall be deemed contrary to law, invalid or unenforceable in any respect by any court or tribunal of competent jurisdiction, then such restrictions shall be deemed to be amended, modified and reduced in scope and effect, as to duration, geographic area or in any other relevant respect, only to that extent necessary to render same valid and enforceable, and any other of the foregoing restrictions shall be unaffected and shall remain in full force and effect.

10.2. This Agreement shall be binding upon, and shall inure to the benefit of each of the Parties and their respective successors and assignees.

10.3. No modification or waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom it is sought to be enforced.  No waiver at any time of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement at that time or a waiver of that or any other provision at any other time.

10.4. This Agreement, its rights and obligations hereunder may not be assigned or transferred in whole or in part to any party without the prior and express written authorization of the Company or Lakeland. Officer may not subcontract any of the managing powers, services and attributions given to Officer to any party without the prior and express written authorization of the Company and Lakeland.

10.5. The captions and paragraph headings used in this Agreement are for convenience only, and shall not affect the construction or interpretation of this Agreement or any of the provisions hereof.

11.    APPLICABLE LAW AND ARBITRATION

11.1. Any dispute arising between the Parties in connection with this Agreement, its interpretation, validity, performance, enforceability, breach or termination, shall be settled in an amicable way by the Parties by direct negotiations held in good faith for a term not exceeding 30 (thirty) calendar days. If, upon expiration of the 30-days period, the Parties have not reached an amicable settlement, the dispute must be submitted to the decision of an arbitration panel and shall be finally settled under the rules of Arbitration of the Chamber of Commerce Brasil-Canadá (“CCBC”) by 3 (three) arbitrators appointed in accordance with said rules. Language of the proceeding shall be English. Place of arbitration and the issuance of the award shall be the City of São Paulo, State of São Paulo, Brazil. The claims and disputes taken before the arbitration proceeds shall be governed by Brazilian law, which will also be applicable to solve any controversy regarding this arbitration Article. Notwithstanding the arbitration provisions above, the Parties hereto shall have the right to go to court in the County of São

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Paulo in order to (i) obtain injunctive relief or (ii) to enforce the submission of the other Party to the arbitration proceeding.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, in two (2) copies of equal meaning and form, in the presence of two (2) witnesses.

São Paulo,  13th May, 2008.

Qualytextil S.A.
By:	/s/ Márcia Cristina Vieira da Conceição Antunes
Name:	Márcia Cristina Vieira da Conceição Antunes
Title:	Officer
Lakeland Industries, Inc.
By:	/s/ Gary A. Pokrassa
Name:	Gary A. Pokrassa
Title:	CFO
Lakeland do Brasil Empreendimentos e Participações Ltda.
By:	/s/ Jose Tavares Lucena
Name:	Jose Tavares Lucena
Title:	Administrator

WITNESSES:

1.		2.
	Name:		Name:
	ID:		ID:
	CPF/MF:		CPF/MF:

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EX-10.7

Execution copy

Exhibit 10.7

MANAGEMENT AGREEMENT

This Management Agreement is made this 13th May, 2008, by and between:

on one side,

 1.           Elton de Carvalho Antunes, Brazilian, married, industrial, bearer of ID Card N. 9012051018 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry under CPF/MF N. 294.962.250-04, resident and domiciled in the City of Salvador, State of Bahia, at Alameda Cabo Frio, s/n., Quadra 34, Lote 10, Praia do Flamengo, 40280-440 (“Officer”);

and, on the other side,

2.           Qualytextil S.A., a corporation organized under the laws of Brazil, with its head office at Rua Luxemburgo, sem n.º, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes, 82 and 83, São Caetano, in the City of Salvador, State of Bahia, enrolled with the Brazilian Taxpayers' Registry (CNPJ) under No. 04.011.170/0001-22 (“Company”), hereby duly represented by the undersigned legal representatives;

and, as intervening parties,

3.           Lakeland Industries, Inc., duly organized under the laws of the State of Delaware, United Stated of America, with offices at 701 Koehler Avenue, suite 7, Ronkonkoma, NY 11779 hereby duly represented by the undersigned representatives (“Lakeland”); and

4.           Lakeland do Brasil Empreendimentos e Participações Ltda., a limited liability company duly existing and organized under the laws of Brazil, with its head offices located in the City of São Paulo, State of São Paulo, at Av. Bernardino de Campos, N. 98, sala 9, CEP 04004-040, enrolled with the Brazilian Taxpayers' Registry (CNPJ) under No. 09.484.003/0001-12, hereby duly represented by the undersigned legal representatives,

all hereinafter jointly or individually referred to as “Party” or “Parties”,

W I T N E S S E T H:

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WHEREAS, the Company is engaged in the business of the production, manufacture, and sale of personnel protective equipment (“Business”); and

WHEREAS, the Company wishes that the Officer signing this Management Agreement undertakes to work and/or remain working exclusively as officer of the Company, as well as to  use his/her best efforts for the development and profitable performance of the Business, for a minimum period starting on the date hereof and ending on December 31, 2011, in accordance with the terms and conditions hereinbelow,

NOW, THEREFORE, the Parties have agreed to enter into this Management Agreement (“Agreement”), which shall be governed by the following terms and conditions:

I.           MANAGEMENT OF THE COMPANY

1.1. Officer shall remain as Executive Officer of the Company for a period starting on the date hereof and ending on December 31, 2011.

1.2. Officer hereby undertakes to manage the Business in the best interests of the Company, and to use his/her best efforts for the development and profitable performance of the Company, and, for such purposes, Officer shall provide for the Company’s proper operation in all fields, including, but not limited to:

(i) take office as Officer (Diretor sem designação específica) ad be responsible for managing the production and operations of the Company; and

(ii) representation of the Company before any third parties, private or public.

1.3. Officer shall at all times during the Term of this Agreement:

(i) faithfully and diligently act for the benefit and betterment of the Business;

(ii) use his/her best efforts to act in the best interests of the Business; and

(iii) keep the Company and Lakeland fully informed of all material activities carried out in the performance of the Business.

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1.4. Officer hereby undertakes to comply with all reasonable Lakeland rules, directions and guidelines that Officer has been given notice in written form and to strive to complete all Lakeland financial targets, commands and other business goals regarding the Company and the Business that Officer has been informed in written form, including the Lakeland Business Ethics and Anti-Corrupt Practices Guide, and is not authorized to take any action out of the ordinary course of business of the Company, without having received prior written consent of Lakeland.

1.5. Officer hereby acknowledges and declares that the relationship undertaken hereby among Officer, the Company and Lakeland is implemented on a fiduciary basis, and there shall not exist any kind of labor relationship between Officer, Lakeland and/or the Company in any manner whatsoever.

2.           REMUNERATION

2.1. In consideration for the management services of Officer, Officer shall receive a total annual remuneration in the amount of R$ 136,500.00 (one hundred and thirty six thousand and five hundred Reais), to be paid in twelve (12) monthly installments of R$ 11,375.00 (eleven thousand and three hundred and seventy five Reais) (“Remuneration”), payable on the 1st business day of the subsequent month.

2.1.1. Each Party shall bear or pay all taxes attributed thereto by Law. In case any withholdings in the Remuneration need to be made prior to its payment, then the Remuneration shall be paid to Officer with such withholding amounts deducted.

2.1.2. On the date of the first (1st) anniversary of this Agreement, the Remuneration shall be increased in eighteen per cent (18%) and then shall remain fixed until the termination of this Agreement.

3.           VACATION

3.1. Officer shall be entitled to, after each management year in the Business, counted as of the date hereof, take a twenty-two (22) Business Days of vacation, which period shall be previouslydiscussed with Lakeland, in order for Lakeland to be able to take the steps necessary to minimize any adverse effects on the administration of the Business (“Vacation Period”).

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3.2. During the Vacation Period, Officer shall still be entitled to receive his/her normal  Remuneration due in that period.

4.           REIMBURSEMENT OF EXPENSES AND FRINGE BENEFITS

4.1. Officers’ expenses related to trips made and other expenses incurred by Officer in order to properly exercise his/her management obligations undertaken herein, shall be reimbursed by the Company, according to the terms and conditions set forth in this Section IV (“Expenses”).

4.2. For purposes of Section 4.1 above, the Company shall reimburse any Expenses of the Officer related to transportation (such as plane tickets, taxis, gas), travel insurance (including medical insurance), meals, telecommunications and accommodations (such as hotels fees), and the Company may, at its sole discretion, reimburse other expenses made by Officer on his/her trips, provided that they are undertaken exclusively for purposes of the Company.

5.           EXCLUSIVITY

5.1. While this Agreement is in force, Officer shall not, in any way, act as officer, employee, consultant, service provider or in any other manner, in any other company or legal entity, in Brazil or abroad.

6.           NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY

6.1. The Parties acknowledge and agree that: (i) the business contacts, joint ventures, Chinese, Mexican, Canadian, United Kingdom, EEC, South American, and all of Lakeland's other U.S. and all international suppliers, independent contractors, North American and international customers, international and domestic vendors, joint venture or non-joint venture contractors, patterns, know-how, trade secrets, marketing techniques and other aspects of the business of Lakeland are of value to Lakeland and will provide Lakeland with substantial competitive advantage in the operation of its business; (ii) the business of Lakeland is national and international in scope, and (iii) Lakeland is entitled to protect its goodwill and the consideration paid or to be paid under the Share Purchase Agreement executed on May 2nd, 2008, which payment is for this goodwill during and after the Term of this Agreement.

6.2. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Officer, Officer hereby agrees that it shall not, and it shall cause any of its enterprises, companies, corporations or subsidiaries thereof, joint ventures, proprietorships,

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blood relatives, spouses or in-laws, or other similar affiliates hereinafter referred to as ("affiliates") not to, in any manner, directly or indirectly: (i) at any time, divulge, transmit or otherwise disclose, or cause to be divulged, transmitted or otherwise disclosed, to any person or entity whatsoever, any confidential or proprietary information of Lakeland, including business contacts, customer lists, supplier lists, domestic and international vendors, suppliers, joint ventures and assembly contractors, technology know-how, trade secrets, marketing techniques, marketing plans and strategies, manufacturing methods, patterns, product development techniques or plans, patents, laminates, fabrics, contracts or other confidential or proprietary information of Lakeland (including such matters related to the business heretofore conducted by Lakeland and by the Company); (ii) at any time during the period from the date hereof through and including the seventh (7th) anniversary of any termination date of this Agreement hereof (the "Restrictive Period"), anywhere in or out of Brazil, or internationally render any services to or engage, participate, or have any interest or be involved in any capacity, whether as an owner, agent, stockholder, officer, director, manager, partner, joint venturer, employee, consultant or otherwise, in any business enterprise which is, or shall at any time during the Restrictive Period be, engaged in any manner in the business of designing, developing, manufacturing, marketing, selling and/or distributing any Products (as defined below); (iii) directly or indirectly solicit, request, cause or induce any person who during the Restrictive Period or eighteen (18) months prior to the termination of this Agreement had been an employee of or consultant to Lakeland or the Company, to leave employment or terminate his/her relationship with Lakeland or the Company, or to employ, hire, engage or be associated with, or endeavor to entice away from Lakeland or the Company, any such person; and (iv) induce any customers, vendors, joint venturers or contract manufacturers of Lakeland or the Company, either domestically or internationally to discontinue doing business with Lakeland or the Company.

6.2.1. As used herein, the term "Products" means any and all goods and/or products of the type heretofore sold or to be sold during the Term of this Agreement by Lakeland or any of its subsidiaries, divisions or affiliates, including but not limited to the Products as listed or to be listed in Lakeland's product catalogs, pricing lists, or other literature and any functionally similar goods and/or products, already developed by or to be developed by Lakeland and shown in its catalogs, pricing lists or other literature or to be developed by Lakeland during the Term of this Agreement.

6.2.2. For purposes hereof, information shall not be deemed "confidential" or "proprietary" to the extent that it (i) is a matter of common knowledge or of public record, or within the public domain (other than as a result of any breach hereof by Officer); (ii) is generally

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known throughout the industry or was otherwise acquired from other legitimate sources; or (iii) is required to be disclosed by law or by order of any court or governmental authority.

6.3. ln consideration of Lakeland purchasing the stock of the Company on the date hereof and the Supplementary Purchase Price (pursuant to the definition set forth in the Share Purchase Agreement) to be paid in the future, and the entering into this Agreement with Officer and the covenants and agreements of Lakeland and the Company, pursuant to this Agreement, Officer agrees to abide by all of the covenants herein.

7.           TERM AND TERMINATION

7.1. This Agreement shall be valid and in force from the date hereof and until December 31st, 2011 (“Term”), renewable upon agreement in writing by the Parties.

7.2. Upon termination of this Agreement, Officer shall immediately return any documents and materials he/she may have in his/her possession or any other documents or things made available or supplied under this Agreement and all copies thereof, upon request of Lakeland or the Company and he/she shall immediately cease to act on behalf of the Company, as well as to represent the Company before third-parties. Officer further agrees to execute any and all documents required to achieve such effect.

7.3. Notwithstanding the provisions above, this Agreement may be freely and immediately terminated for cause by the Company, if so instructed by Lakeland, without any indemnification, compensation or remuneration to Officer, in case of either:

(i) violation by Officer of the obligations undertaken in this Agreement;

(ii) Officer becomes, according to Brazilian Law, when applicable, mentally or physically incapable to perform his/her duties, as set forth herein or upon death of Officer;

(iii) violation by Officer of the Company’s or Business’ policies or rules, or willful misconduct by Officer or refusal to follow the lawful and reasonable directives of Lakeland;

(iv) commission by Officer of any act, action, or omission attributed directly to Officer, which gives rise to termination with cause according to the Brazilian labor laws; and

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(v) commission of any act, action, or omission attributed directly to Officer, which constitutes a reason for dismissal or liability of executive officers, including any violation of applicable law or the Company’s Articles of Association, or the commission of any fraud, dishonesty or other unethical acts.

7.4. The Parties hereby agree that in the event of termination of this Agreement, the obligations of the Officer under Section 6 above shall survive.

7.5. Officer may terminate this Agreement for cause in case the Company is in breach of its obligation to pay the Remuneration in accordance with Section 2.1 above and fails to cure such breach within thirty (30) days of the receipt of written notice from Officer demanding that such breach to be cured.

8.           PENALTIES

8.1. Each of the Parties further agrees that, in the event of a breach of or a default by Officer of obligations set forth in Section 6, the Company shall be entitled to (i) specific performance to enjoin any breach, or the continuation of any breach, of the provisions of Section 6 and (ii) a punitive penalty (multa punitiva não-compensatória) for each violation individually considered in the amount of R$500,000.00 (five hundred thousand Reais).

8.2. In case of termination of this Agreement by the Company without cause, Officer shall be entitled to receive an amount equivalent to the sum of the Remuneration he/she would have received had this Agreement not been terminated early by the Company and Section 2.06, “b” of the Share Purchase Agreement executed on May 2nd, 2008 shall apply as the case may be.

9.           NOTICES

9.1. All notices or communications between the Parties as resulting from this Agreement shall be sent in writing, by express international mail, fax or e-mail with acknowledgement of receipt, to the following addresses and addressees, and shall be deemed duly given upon receipt by the addressee, as proved by the sender:

If to Lakeland and the Company:

707-7 Koehler Avenue, Ronkonkoma, N.Y. 11779, USA

Attention to: Mr. Christopher J. Ryan and Gary Pokrassa

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Fax: 631-981-9751

E-mail: GAPokrassa@lakeland.com and CJRyan@lakeland.com

If to Officer:

Alameda Cabo Frio, s/n., Quadra 34, Lote 10

Praia do Flamengo, 40280-440

Salvador, BA, Brazil

Attention to Mr. Elton de Carvalho Antunes

Fax: 55 71 3390-3001

E-mail:

10. GENERAL PROVISIONS

10.1. It is acknowledged, understood and agreed that the restrictions contained in this Agreement are (a) made for good, valuable and adequate consideration received by Officer and (b) are reasonable and necessary, in terms of the time, geographic scope and nature of the restrictions, for the protection of Lakeland and the Company’s business and goodwill thereof. It is intended that said provisions be fully severable and that, in the event that any of the foregoing restrictions, or any portion of the foregoing restrictions, shall be deemed contrary to law, invalid or unenforceable in any respect by any court or tribunal of competent jurisdiction, then such restrictions shall be deemed to be amended, modified and reduced in scope and effect, as to duration, geographic area or in any other relevant respect, only to that extent necessary to render same valid and enforceable, and any other of the foregoing restrictions shall be unaffected and shall remain in full force and effect.

10.2. This Agreement shall be binding upon, and shall inure to the benefit of each of the Parties and their respective successors and assignees.

10.3. No modification or waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom it is sought to be enforced.  No waiver at any time of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement at that time or a waiver of that or any other provision at any other time.

10.4. This Agreement, its rights and obligations hereunder may not be assigned or transferred in whole or in part to any party without the prior and express written authorization of the Company or Lakeland. Officer may not subcontract any of the managing powers, services and

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attributions given to Officer to any party without the prior and express written authorization of the Company and Lakeland.

10.5. The captions and paragraph headings used in this Agreement are for convenience only, and shall not affect the construction or interpretation of this Agreement or any of the provisions hereof.

11. APPLICABLE LAW AND ARBITRATION

11.1. Any dispute arising between the Parties in connection with this Agreement, its interpretation, validity, performance, enforceability, breach or termination, shall be settled in an amicable way by the Parties by direct negotiations held in good faith for a term not exceeding 30 (thirty) calendar days. If, upon expiration of the 30-days period, the Parties have not reached an amicable settlement, the dispute must be submitted to the decision of an arbitration panel and shall be finally settled under the rules of Arbitration of the Chamber of Commerce Brasil-Canadá (“CCBC”) by 3 (three) arbitrators appointed in accordance with said rules. Language of the proceeding shall be English. Place of arbitration and the issuance of the award shall be the City of São Paulo, State of São Paulo, Brazil. The claims and disputes taken before the arbitration proceeds shall be governed by Brazilian law, which will also be applicable to solve any controversy regarding this arbitration Article. Notwithstanding the arbitration provisions above, the Parties hereto shall have the right to go to court in the County of São Paulo in order to (i) obtain injunctive relief or (ii) to enforce the submission of the other Party to the arbitration proceeding.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, in two (2) copies of equal meaning and form, in the presence of two (2) witnesses.

São Paulo, 13th  May, 2008.

Qualytextil S.A.
By:	/s/ Elton de Carvalho Antunes
Name:	Elton de Carvalho Antunes
Title:	Manager

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Lakeland Industries, Inc.
By:	/s/ Gary A. Pokrassa
Name:	Gary A. Pokrassa
Title:	CFO
Lakeland do Brasil Empreendimentos e Participações Ltda.
By:	/s/ Jose Tavares Lucena
Name:	Jose Tavares Lucena
Title:	Administrator

WITNESSES:
1.		2.
	Name:		Name:
	ID:		ID:
	CPF/MF:		CPF/MF:

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EX-10.8

Execution Copy

Exhibit 10.8

MANAGEMENT AGREEMENT

This Management Agreement is made this 13th May, 2008, by and between:

on one side,

 1.           Miguel Antonio dos Guimarães Bastos, Brazilian Citizen, married, businessman, bearer of the identification Card RG N. 4607520 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry (CPF/MF) under N. 125.891.957-53, resident and domiciled in the City of Lauro de Freitas, State of Bahia, at Condominio Encontro das Águas, Quadra I, Lote 39, 42700-000(“Officer”);

and, on the other side,

2.           Qualytextil S.A., a corporation organized under the laws of Brazil, with its head office at Rua Luxemburgo, sem n.º, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes, 82 and 83, São Caetano, in the City of Salvador, State of Bahia, enrolled with the Brazilian Taxpayers' Registry (CNPJ) under No. 04.011.170/0001-22 (“Company”), hereby duly represented by the undersigned legal representatives;

and, as intervening parties,

3.           Lakeland Industries, Inc., duly organized under the laws of the State of Delaware, United Stated of America, with offices at 701 Koehler Avenue, suite 7, Ronkonkoma, NY 11779 hereby duly represented by the undersigned representatives (“Lakeland”); and

4.           Lakeland do Brasil Empreendimentos e Participações Ltda., a limited liability company duly existing and organized under the laws of Brazil, with its head offices located in the City of São Paulo, State of São Paulo, at Av. Bernardino de Campos, N. 98, sala 9, CEP 04004-040, enrolled with the Brazilian Taxpayers' Registry (CNPJ) under No. 09.484.003/0001-12, hereby duly represented by the undersigned legal representatives,

all hereinafter jointly or individually referred to as “Party” or “Parties”,

W I T N E S S E T H:

WHEREAS, the Company is engaged in the business of the production, manufacture, and sale of personnel protective equipment (“Business”); and

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WHEREAS, the Company wishes that the Officer signing this Management Agreement undertakes to work and/or remain working exclusively as officer of the Company, as well as to  use his/her best efforts for the development and profitable performance of the Business, for a minimum period starting on the date hereof and ending on December 31, 2011, in accordance with the terms and conditions hereinbelow,

NOW, THEREFORE, the Parties have agreed to enter into this Management Agreement (“Agreement”), which shall be governed by the following terms and conditions:

I.   MANAGEMENT OF THE COMPANY

1.1. Officer shall remain as Executive Officer of the Company for a period starting on the date hereof and ending on December 31, 2011.

1.2. Officer hereby undertakes to manage the Business in the best interests of the Company, and to use his/her best efforts for the development and profitable performance of the Company, and, for such purposes, Officer shall provide for the Company’s proper operation in all fields, including, but not limited to:

(i) take office as Chief Financial Officer (Diretor Financeiro) of the Company and be responsible for managing its financial activities, including investments analysis, financial risks, financial planning and record keeping and also managing its IT activities; and

(ii) representation of the Company before any third parties, private or public.

1.3. Officer shall at all times during the Term of this Agreement:

(i) faithfully and diligently act for the benefit and betterment of the Business;

(ii) use his/her best efforts to act in the best interests of the Business; and

(iii) keep the Company and Lakeland fully informed of all material activities carried out in the performance of the Business.

1.4. Officer hereby undertakes to comply with all reasonable Lakeland rules, directions and guidelines that Officer has been given notice in written form and to strive to complete all Lakeland financial targets, commands and other business goals regarding the Company and the Business that Officer has been informed in written form, including the Lakeland Business Ethics and Anti-Corrupt Practices Guide, and is not authorized to take any action out of the

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ordinary course of business of the Company, without having received prior written consent of Lakeland.

1.5. Officer hereby acknowledges and declares that the relationship undertaken hereby among Officer, the Company and Lakeland is implemented on a fiduciary basis, and there shall not exist any kind of labor relationship between Officer, Lakeland and/or the Company in any manner whatsoever.

2.   REMUNERATION

2.1. In consideration for the management services of Officer, Officer shall receive a total annual remuneration in the amount of R$ 346,177.00 (three hundred and forty six thousand and one hundred and seventy seven Reais), to be paid in twelve (12) monthly installments of R$ 28,848.08 (twenty eight thousand and eight hundred and forty eight Reais and eight centavos) (“Remuneration”), payable on the 1st business day of the subsequent month.

2.1.1. Each Party shall bear or pay all taxes attributed thereto by Law. In case any withholdings in the Remuneration need to be made prior to its payment, then the Remuneration shall be paid to Officer with such withholding amounts deducted.

2.1.2. On the date of the first (1st) anniversary of this Agreement, the Remuneration shall be increased in eighteen per cent (18%) and then shall remain fixed until the termination of this Agreement.

3.   VACATION

3.1. Officer shall be entitled to, after each management year in the Business, counted as of the date hereof, take a twenty-two (22) Business Days of vacation, which period shall be previouslydiscussed with Lakeland, in order for Lakeland to be able to take the steps necessary to minimize any adverse effects on the administration of the Business (“Vacation Period”).

3.2. During the Vacation Period, Officer shall still be entitled to receive his/her normal  Remuneration due in that period.

4.   REIMBURSEMENT OF EXPENSES AND FRINGE BENEFITS

4.1. Officers’ expenses related to trips made and other expenses incurred by Officer in order to properly exercise his/her management obligations undertaken herein, shall be reimbursed by the Company, according to the terms and conditions set forth in this Section IV (“Expenses”).

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4.2. For purposes of Section 4.1 above, the Company shall reimburse any Expenses of the Officer related to transportation (such as plane tickets, taxis, gas), travel insurance (including medical insurance), meals, telecommunications and accommodations (such as hotels fees), and the Company may, at its sole discretion, reimburse other expenses made by Officer on his/her trips, provided that they are undertaken exclusively for purposes of the Company.

5.   EXCLUSIVITY

5.1. While this Agreement is in force, Officer shall not, in any way, act as officer, employee, consultant, service provider or in any other manner, in any other company or legal entity, in Brazil or abroad.

6.   NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY

6.1. The Parties acknowledge and agree that: (i) the business contacts, joint ventures, Chinese, Mexican, Canadian, United Kingdom, EEC, South American, and all of Lakeland's other U.S. and all international suppliers, independent contractors, North American and international customers, international and domestic vendors, joint venture or non-joint venture contractors, patterns, know-how, trade secrets, marketing techniques and other aspects of the business of Lakeland are of value to Lakeland and will provide Lakeland with substantial competitive advantage in the operation of its business; (ii) the business of Lakeland is national and international in scope, and (iii) Lakeland is entitled to protect its goodwill and the consideration paid or to be paid under the Share Purchase Agreement executed on May 2nd, 2008, which payment is for this goodwill during and after the Term of this Agreement.

6.2. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Officer, Officer hereby agrees that it shall not, and it shall cause any of its enterprises, companies, corporations or subsidiaries thereof, joint ventures, proprietorships, blood relatives, spouses or in-laws, or other similar affiliates hereinafter referred to as ("affiliates") not to, in any manner, directly or indirectly: (i) at any time, divulge, transmit or otherwise disclose, or cause to be divulged, transmitted or otherwise disclosed, to any person or entity whatsoever, any confidential or proprietary information of Lakeland, including business contacts, customer lists, supplier lists, domestic and international vendors, suppliers, joint ventures and assembly contractors, technology know-how, trade secrets, marketing techniques, marketing plans and strategies, manufacturing methods, patterns, product development techniques or plans, patents, laminates, fabrics, contracts or other confidential or proprietary information of Lakeland (including such matters related to the business heretofore conducted by Lakeland and by the Company); (ii) at any time during the period from the date hereof through and including the seventh (7th) anniversary of any termination date of this

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Agreement hereof (the "Restrictive Period"), anywhere in or out of Brazil, or internationally render any services to or engage, participate, or have any interest or be involved in any capacity, whether as an owner, agent, stockholder, officer, director, manager, partner, joint venturer, employee, consultant or otherwise, in any business enterprise which is, or shall at any time during the Restrictive Period be, engaged in any manner in the business of designing, developing, manufacturing, marketing, selling and/or distributing any Products (as defined below); (iii) directly or indirectly solicit, request, cause or induce any person who during the Restrictive Period or eighteen (18) months prior to the termination of this Agreement had been an employee of or consultant to Lakeland or the Company, to leave employment or terminate his/her relationship with Lakeland or the Company, or to employ, hire, engage or be associated with, or endeavor to entice away from Lakeland or the Company, any such person; and (iv) induce any customers, vendors, joint venturers or contract manufacturers of Lakeland or the Company, either domestically or internationally to discontinue doing business with Lakeland or the Company.

6.2.1. As used herein, the term "Products" means any and all goods and/or products of the type heretofore sold or to be sold during the Term of this Agreement by Lakeland or any of its subsidiaries, divisions or affiliates, including but not limited to the Products as listed or to be listed in Lakeland's product catalogs, pricing lists, or other literature and any functionally similar goods and/or products, already developed by or to be developed by Lakeland and shown in its catalogs, pricing lists or other literature or to be developed by Lakeland during the Term of this Agreement.

6.2.2. For purposes hereof, information shall not be deemed "confidential" or "proprietary" to the extent that it (i) is a matter of common knowledge or of public record, or within the public domain (other than as a result of any breach hereof by Officer); (ii) is generally known throughout the industry or was otherwise acquired from other legitimate sources; or (iii) is required to be disclosed by law or by order of any court or governmental authority.

6.3. ln consideration of Lakeland purchasing the stock of the Company on the date hereof and the Supplementary Purchase Price (pursuant to the definition set forth in the Share Purchase Agreement) to be paid in the future, and the entering into this Agreement with Officer and the covenants and agreements of Lakeland and the Company, pursuant to this Agreement, Officer agrees to abide by all of the covenants herein.

7.   TERM AND TERMINATION

7.1. This Agreement shall be valid and in force from the date hereof and until December 31st, 2011 (“Term”), renewable upon agreement in writing by the Parties.

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7.2. Upon termination of this Agreement, Officer shall immediately return any documents and materials he/she may have in his/her possession or any other documents or things made available or supplied under this Agreement and all copies thereof, upon request of Lakeland or the Company and he/she shall immediately cease to act on behalf of the Company, as well as to represent the Company before third-parties. Officer further agrees to execute any and all documents required to achieve such effect.

7.3. Notwithstanding the provisions above, this Agreement may be freely and immediately terminated for cause by the Company, if so instructed by Lakeland, without any indemnification, compensation or remuneration to Officer, except for the payment of any outstanding Remuneration or reimbursement of expenses or fringe benefits, as well as for the Supplementary Purchase Price, if due in accordance with provisions set forth in the Share Purchase Agreement, in case of either:

(i) violation by Officer of the obligations undertaken in this Agreement;

(ii) Officer becomes, according to Brazilian Law, when applicable, mentally or physically incapable to perform his/her duties, as set forth herein or upon death of Officer;

(iii) violation by Officer of the Company’s or Business’ policies or rules, or willful misconduct by Officer or refusal to follow the lawful and reasonable directives of Lakeland;

(iv) commission by Officer of any act, action, or omission attributed directly to Officer, which gives rise to termination with cause according to the Brazilian labor laws; and

(v) commission of any act, action, or omission attributed directly to Officer, which constitutes a reason for dismissal or liability of executive officers, including any violation of applicable law or the Company’s Articles of Association, or the commission of any fraud, dishonesty or other unethical acts.

7.4. The Parties hereby agree that in the event of termination of this Agreement, the obligations of the Officer under Section 6 above shall survive.

7.5. Officer may terminate this Agreement for cause in case the Company is in breach of its obligation to pay the Remuneration in accordance with Section 2.1 above and fails to cure such breach within thirty (30) days of the receipt of written notice from Officer demanding that such breach to be cured.

8.   PENALTIES

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8.1. Each of the Parties further agrees that, in the event of a breach of or a default by Officer of obligations set forth in Section 6, the Company shall be entitled to (i) specific performance to enjoin any breach, or the continuation of any breach, of the provisions of Section 6 and (ii) a punitive penalty (multa punitiva não-compensatória) for each violation individually considered in the amount of R$500,000.00 (five hundred thousand Reais).

8.2. In case of termination of this Agreement by the Company without cause, Officer shall be entitled to receive an amount equivalent to the sum of the Remuneration he/she would have received had this Agreement not been terminated early by the Company and Section 2.06, “b” of the Share Purchase Agreement executed on May 2nd, 2008 shall apply as the case may be.

9.   NOTICES

9.1. All notices or communications between the Parties as resulting from this Agreement shall be sent in writing, by express international mail, fax or e-mail with acknowledgement of receipt, to the following addresses and addressees, and shall be deemed duly given upon receipt by the addressee, as proved by the sender:

If to Lakeland and the Company:

707-7 Koehler Avenue, Ronkonkoma, N.Y. 11779, USA

Attention to: Mr. Christopher J. Ryan and Gary Pokrassa

Fax: 631-981-9751

E-mail: GAPokrassa@lakeland.com and CJRyan@lakeland.com

If to Officer:

Condominio Encontro das Águas, Quadra I, Lote 39, 42700-000

Lauro de Freitas, BA, Brazil

Attention to Mr. Miguel Antonio dos Guimarães Bastos

Fax: 55 71 3390-3001

E-mail: mgb@qualytextil.com.br

10. GENERAL PROVISIONS

10.1. It is acknowledged, understood and agreed that the restrictions contained in this Agreement are (a) made for good, valuable and adequate consideration received by Officer and (b) are reasonable and necessary, in terms of the time, geographic scope and nature of the restrictions, for the protection of Lakeland and the Company’s business and goodwill thereof. It is intended that said provisions be fully severable and that, in the event that any of

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the foregoing restrictions, or any portion of the foregoing restrictions, shall be deemed contrary to law, invalid or unenforceable in any respect by any court or tribunal of competent jurisdiction, then such restrictions shall be deemed to be amended, modified and reduced in scope and effect, as to duration, geographic area or in any other relevant respect, only to that extent necessary to render same valid and enforceable, and any other of the foregoing restrictions shall be unaffected and shall remain in full force and effect.

10.2. This Agreement shall be binding upon, and shall inure to the benefit of each of the Parties and their respective successors and assignees.

10.3. No modification or waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom it is sought to be enforced.  No waiver at any time of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement at that time or a waiver of that or any other provision at any other time.

10.4. This Agreement, its rights and obligations hereunder may not be assigned or transferred in whole or in part to any party without the prior and express written authorization of the Company or Lakeland. Officer may not subcontract any of the managing powers, services and attributions given to Officer to any party without the prior and express written authorization of the Company and Lakeland.

10.5. The captions and paragraph headings used in this Agreement are for convenience only, and shall not affect the construction or interpretation of this Agreement or any of the provisions hereof.

11.    APPLICABLE LAW AND ARBITRATION

11.1. Any dispute arising between the Parties in connection with this Agreement, its interpretation, validity, performance, enforceability, breach or termination, shall be settled in an amicable way by the Parties by direct negotiations held in good faith for a term not exceeding 30 (thirty) calendar days. If, upon expiration of the 30-days period, the Parties have not reached an amicable settlement, the dispute must be submitted to the decision of an arbitration panel and shall be finally settled under the rules of Arbitration of the Chamber of Commerce Brasil-Canadá (“CCBC”) by 3 (three) arbitrators appointed in accordance with said rules. Language of the proceeding shall be English. Place of arbitration and the issuance of the award shall be the City of São Paulo, State of São Paulo, Brazil. The claims and disputes taken before the arbitration proceeds shall be governed by Brazilian law, which will also be applicable to solve any controversy regarding this arbitration Article. Notwithstanding the arbitration provisions above, the Parties hereto shall have the right to go to court in the County of São

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Paulo in order to (i) obtain injunctive relief or (ii) to enforce the submission of the other Party to the arbitration proceeding.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, in two (2) copies of equal meaning and form, in the presence of two (2) witnesses.

São Paulo,13th  May, 2008.

Qualytextil S.A.
By:	/s/ Miguel Antonio dos Guimarães Bastos
Name:	Miguel Antonio dos Guimarães Bastos
Title:	CFO
Lakeland Industries, Inc.
By:	/s/ Gary A. Pokrassa
Name:	Gary A. Pokrassa
Title:	CFO
Lakeland do Brasil Empreendimentos e Participações Ltda.
By:	/s/ Jose Tavares Lucena
Name:	Jose Tavares Lucena
Title:	Administrator

WITNESSES:

1.		2.
	Name:		Name:
	ID:		ID:
	CPF/MF:		CPF/MF:

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EX-10.9

Exhibit 10.9

SECOND AMENDED AND RESTATED PROMISSORY NOTE

$30,000,000.00

May 13, 2008

Lakeland Industries, Inc.

Attn: Christopher J. Ryan, Chief Executive Officer and

Gary Pokrassa, Chief Financial Officer

701-07 Koehler Avenue

Ronkonkoma, New York  11779

(Hereinafter referred to as "Borrower")

Wachovia Bank, National Association

12 East 49th Street, 43rd Floor

New York, New York  10017

(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 Thirty Million and No/100 Dollars ($30,000,000.00) 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").

AMENDMENT AND RESTATEMENT.  This Note amends and restates that certain Promissory Note dated July 7, 2005 by Borrower in favor of Bank in the original principal amount of up to $25,000,000.00 (the “Original Note”), as amended by that certain Amended and Restated Promissory Note dated September 1, 2005 by Borrower in favor of Bank in the original principal amount of up to $25,000,000.00 (collectively with the Original Note, the “Replaced Note), as amended by a Modification To Note and Loan Agreement and Reaffirmation of Guaranty (the “First Modification Agreement”) dated September 1, 2005,  as further modified by a Second Modification To Note and Loan Agreement and Reaffirmation of Guaranty dated December 7, 2007 (the “Second Modification Agreement”), and as further modified by a Third Modification To Note and Loan Agreement and Reaffirmation of Guaranty of even date herewith (“Third Modification Agreement” and collectively with the First Modification and the Second Modification, the “Modification Agreements”).  Borrower intends, and Bank, by its acceptance of this Note agrees, that the indebtedness previously evidenced by the Replaced Note remains outstanding, but such indebtedness shall henceforth be evidenced by this Note, and the terms and conditions concerning Borrower's obligation to repay said indebtedness and interest thereon shall be governed by the provisions of this Note.  Neither the execution, delivery and acceptance of this Note nor any of the terms and provisions set forth in this Note shall be deemed or construed to effect a novation or to cause all or any part of the aforesaid indebtedness, or the liability of any person with respect thereto or any security therefor, to be, or to be deemed to have been, paid, satisfied or discharged.  This Note is the Note, as referenced in the Loan Agreement by and between Bank and Borrower dated July 7, 2005, as modified by the Modification Agreements, and in all other Loan Documents, as that term is defined in such Loan Agreement.

LOAN AGREEMENT.  This Note is subject to the provisions of that certain Loan Agreement between Bank and Borrower dated July 7, 2005, as modified from time to time (the “Loan Agreement”).

LINE OF CREDIT.  Borrower may borrow, repay and reborrow, and, upon the request of Borrower, Bank shall advance and readvance 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 outstandingunder this

Note at any one time does not exceed the principal amount stated on the face of thisNote, subject to the limitations described in any loan agreement to which this Note is subject.  Bank's obligation to make Advances under thisNote shall terminate if Borrower is in Default. 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 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:  for general corporate purposes including but not limited to Borrower's working capital requirements.

SECURITY.  Borrower has granted Bank a security interest in the collateral described in the Loan Documents, including, but not limited to, personal property collateral described in that certain Security Agreement of even date herewith.

INTEREST RATE DEFINITIONS.

LIBOR-Based Rate.  “LIBOR-Based Rate” means each of 1-month LIBOR plus the Applicable Margin, as defined below, 3-month LIBOR plus the Applicable Margin, as defined below, and 6-month LIBOR plus the Applicable Margin, as defined below.

LIBOR.  "LIBOR" means, with respect to each Interest Period, the rate for U.S. dollar deposits with a maturity equal to the number of months specified above, as reported on Telerate page 3750 as of 11:00 a.m., London time, on the second London business day before such Interest Period begins(or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

LIBOR Market Index-Based Rate.  LIBOR Market Index Rate plus the Applicable Margin, as defined below, as LIBOR Market Index Rate may change from day to day.

LIBOR Market Index Rate.  "LIBOR Market Index Rate", for any day, 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 Bank from another recognized source or interbank quotation).

Interest Period.  “Interest Period” means, in respect of each LIBOR-Based Rate Advance, each period commencing on the last day of the immediately preceding Interest Period and ending on the same day of the month that interest in respect of such Advance is due 1 month, 3 months or 6 months thereafter, as appropriate for the then applicable interest rate; provided (i) the first Interest Period shall commence on the date of such Advance and end on the first day thereafter that interest in respect of such Advance is due, (ii) any Interest Period that ends in a month for which there is no day which numerically corresponds to the last day of the immediately preceding Interest Period shall end on the last day of the month and (iii) any Interest Period that would otherwise extend past the maturity date of this Note shall end on the maturity date of this Note.

Applicable Margin.  "Applicable Margin” shall mean the applicable percentage as set forth in the table below, based on Borrower’s Funded Debt to EBITDA Ratio, as that covenant is defined in the Loan Agreement.  The Applicable Margin shall be determined and adjusted quarterly on the date (each a “Calculation Date”) 10 business days after the date on which Bank receives Borrower’s periodic and annual financial statements, as required by the Loan Agreement. The initial Applicable Margin shall be based on Pricing Level 1, as set forth in the table below, and shall remain at Pricing Level 1 until the first Calculation Date occurring after the date hereof, and thereafter the Pricing Level shall be determined by reference to Borrower’s Funded Debt to EBITDA Ratio of Borrower as of the last day of the most recently ended fiscal year or quarterly period of Borrower preceding the applicable Calculation Date.  If Borrower

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fails to provide interim or annual financial statements beyond any applicable cure period as required by the Loan Agreement for the most recently ended period preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level 4 or, at Bank=s option, this Note shall bear interest at the Default Rate until such time as that and all other Defaults are cured to Bank=s satisfaction.  Each adjustment in the Applicable Margin shall apply to all then outstanding principal under this Note, until the next adjustment of the Applicable Margin.

Pricing Levels	Ratio of Funded Debt to EBITDA	Applicable Margin
Pricing Level 1	Less than 1.00:1.00	0.60%
Pricing Level 2	Less than 2.00:1.00 but greater than 1.00:1.00	0.70%
Pricing Level 3	Less than 2.50:1:00 but greater than 2:00:1.00	0.80%
Pricing Level 4	Equal to or greater than 2.50:1.00	1.00%

INTEREST RATE SELECTION AND ADJUSTMENT.

Interest Rate Options.  Interest shall accrue on the unpaid principal balance of each Advance from the date of such Advance at a rate per annum equal to a LIBOR-Based Rate or the LIBOR Market Index-Based Rate, as selected by Borrower in accordance herewith (each, an "Interest Rate").  Interest for each Interest Period shall accrue each day during such Interest Period, commencing on and including the first day to but excluding the last day.  There shall be no more than one Interest Rate for an Advancein effect at any time.

Indemnification.  Borrower shall indemnify Bank against Bank's loss or expense as a consequence of (a) Borrower's failure to make any payment when due on a loan or Advance bearing interest at a LIBOR-Based Rate, (b) any payment, prepayment or conversion of any loan or Advance bearing interest at a LIBOR-Based Rate on a day other than the last day of the Interest Period, or (c) any failure to make a borrowing or conversion after giving notice thereof ("Indemnified Loss or Expense").  The amount of such Indemnified Loss or Expense shall be determined by Bank based upon the assumption that Bank funded 100% of that portion of the loan in the London interbank market.

Default Rate.  In addition to all other rights contained in this Note, if a Default occurs, and as long as a Default continues, (a) Borrower shall no longer have the option to request a LIBOR-Based Rate or the LIBOR Market Index-Based Rate and (b) all outstanding Obligations, other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank or its affiliates, shall bear interest at the Interest Rate (as in effect on the date of Default) plus 3% ("Default Rate").  The Default Rate shall also apply fromacceleration until the Obligations or any judgment thereon is paid in full.

Notice and Manner of Borrowing and Rate Conversion.  Borrower shall give Bank irrevocable telephonic notice of each proposed Advance or rate conversion not later than 11:00 a.m. local time at the office of Bank first shown above (a) on the same business day as each proposed Advance at or rate conversion to the LIBOR Market Index-Based Rate and (b) at least 2 business days before each proposed Advance at or rate conversion to a LIBOR-Based Rate.  Each such notice shall specify (i) the date of such Advance or rate conversion, which shall be a business day and, in the case of a conversion from a LIBOR-Based Rate Advance, shall be the last day of an Interest Period, (ii) the amount of each Advance or the amount to beconverted, (iii) the Interest Rate selected by Borrower, and (iv) except for the LIBOR Market Index-Based Rate, the Interest Period applicable thereto, which period must correspond to one of the Interest Rate options.  Notices received after 11:00 a.m. local time at the office of Bank first shown above shall be deemed received on the next business day.

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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 June 2, 2008, and continuing on the same day of each month thereafter until fully paid.  In any event, all principal and accrued interest shall be due and payable on July 7, 2010.  This Note may be prepaid at any time without the payment of any prepayment fee, except (i) as set forth in the paragraph above entitled “INDEMNIFICATION” and (ii) with respect to any fees, expenses or other obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time).

AUTOMATIC DEBIT OF CHECKING ACCOUNT FOR LOAN PAYMENT.  Borrower authorizes Bank to debit demand deposit account number 2000018590584 or any other account with Bank(routing number 031201467) designated in writing by Borrower, beginning June 2, 2008 for any payments due under this Note.  Borrower further certifies that Borrower holds legitimate ownership of this account and preauthorizes this periodic debit as part of its right under said ownership.

AVAILABILITY FEE.  Borrower shall pay to Bank quarterly an availability fee equal to 0.10% per annum on the difference between (i) (a) the face amount of the Replaced Note prior to the date hereof, and (b) the face amount of this Note commencing with the date hereof, and (ii) the outstanding principal balance of the Replaced Note or this Note, as the case may be, for each day during the preceding calendar quarter or portion thereof, commencing on June 1, 2008and continuing on the same day of each quarter thereafter, with a final payment due and payable on the date that all principal and accrued interest is paid in full. 

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.  If a Default occurs, 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.

DEFINITIONS.  Loan Documents.  The term "Loan Documents", as used in this Note and the other Loan Documents, refers to all documents executed in connection with or related to the loan evidenced by this Note and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any applications for such letters of credit and any other documents executed in connection therewith or related thereto,and may include, without limitation, a commitment letter that survives closing, a loan agreement, this Note, guaranty agreements, security agreements, security instruments, financing statements, mortgage instruments, any renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time).  Obligations.  The term "Obligations", as used in this Note and the other Loan Documents, refers to any and all indebtedness and other obligations under this Note, all other obligations under any other Loan Document(s), and all obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its affiliates, whenever executed.  Certain Other Terms.  All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code.

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.  This late charge shall not apply to payments

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due at maturity or by acceleration hereof, unless such late payment is in an amount not greater than the highest periodic payment due hereunder.

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.  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.

DEFAULT.  If any of the following occurs, a default ("Default") under this Note shall exist:  Nonpayment.  The failure of timely payment of the Obligations or Default with respect to any financial covenant set forth in the Loan Agreement.  Nonperformance.  The failure of timely performance of the Obligations or Default under this Note or any other Loan Documents for more than thirty (30) days after Borrower has actual or constructive notice of such failure of timely performance or Default; provided that such thirty (30) day period shall not apply with respect to the failure of timely payment of the Obligations or Default with respect to any financial covenant as set forth above.  False Warranty.  A warranty or representation made or deemed made in the Loan Documents or furnished Bank in connection with the loan evidenced by this Note proves materially false, or if of a continuing nature, becomes materially false.  Cross Default.  At Bank's option, any default in payment in excess of $100,000.00 or performance of any obligation under any other loans, contracts or agreements of Borrower, any Subsidiary or Affiliate of Borrower, any general partner of or the holder(s) of the majority ownership interests of Borrower with Bank or its affiliates ("Affiliate" shall have the meaning as defined in 11 U.S.C. § 101, as in effect from time to time, except that the term "Borrower" shall be substituted for the term "Debtor" therein; "Subsidiary" shall mean any business in which Borrower holds, directly or indirectly, a controlling interest).  Cessation; Bankruptcy.  The death of, appointment of a guardian for, dissolution of, termination of existence of, appointment of a receiver for, assignment for the benefit of creditors of, or commencement of any bankruptcy or insolvency proceeding by or against Borrower, its Subsidiaries or Affiliates, if any, or any general partner of or the holder(s) of the majority ownership interests of Borrower, or any party to the Loan Documents.  Material Capital Structure or Business Alteration.  Except as set forth in the Loan Agreement with respect to Permitted Acquisitions, as that term is defined therein, without prior written consent of Bank, which consent shall not be unreasonably withheld, (i) a material alteration in the kind or type of Borrower's business or that of Borrower's Subsidiaries or Affiliates, if any; (ii) the sale of substantially all of the business or assets of Borrower, any of Borrower's Subsidiaries or Affiliates or any guarantor, or a material portion (10% or more) of such business or assets if such a sale is outside the ordinary course of business of Borrower, or any of Borrower's Subsidiaries or Affiliates or any guarantor, or more than 50% of the outstanding stock or voting power of or in any such entity in a single transaction or a series of transactions; (iii) the acquisition of substantially all of the business or assets or more than 50% of the outstanding stock or voting power of any other entity; or (iv) should any Borrower or any of Borrower's Subsidiaries or Affiliates or any guarantor enter into any merger or consolidation.  Material Adverse Change.  Bank determines in good faith, in its sole discretion, that the prospects for payment or performance of the Obligations are impaired or there has occurred a material adverse change in the business or prospects of Borrower, financial or otherwise.

REMEDIES UPON DEFAULT.  If a Default occurs under this Note or any Loan Documents, Bank may at any time thereafter, take the following actions:  Bank Lien.  Foreclose its security interest or lien against Borrower's accounts without notice.  Acceleration Upon Default.  Accelerate the maturity of this Note and, at Bank’s option, any or all other Obligations, other than Obligations under any swap agreements (as

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defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its affiliates, which shall be due in accordance with and governed by the provisions of said swap agreements; whereupon this Note and the accelerated Obligations shall be immediately due and payable; provided, however, if the Default is based upon a bankruptcy or insolvency proceeding commenced by or against Borrower or any guarantor or endorser of this Note, all Obligations (other than Obligations under any swap agreement as referenced above) shall automatically and immediately be 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.

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 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, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, and notice of sale.  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 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, as in effect from time to time), 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

Page 6

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 VA7628, P. O. Box 13327, Roanoke, VA  24040 or Wachovia Bank, National Association, Mail Code VA7628, 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 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.  FINAL AGREEMENT.  This Note and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.

WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OFBORROWERBY 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 THISNOTE, 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 THISNOTE.  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.

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

Page 7

Lakeland Industries, Inc.
By:	/s/ Gary A. Pokrassa
	Gary A. Pokrassa, Chief Financial Officer

Page 8 

EX-10.10

Exhibit 10.10

THIRD MODIFICATION TO NOTE AND LOAN AGREEMENT

AND REAFFIRMATION OF GUARANTY

Lakeland Industries, Inc.

Attn: Christopher J. Ryan, Chief Executive Officer and

Gary Pokrassa, Chief Financial Officer

701-07 Koehler Avenue

Ronkonkoma, New York 11779

(Individually and collectively, the "Borrower")

Laidlaw, Adams & Peck, Inc.	Industrias Lakeland S.A. de C.V.
701-07 Koehler Avenue	701-07 Koehler Avenue
Ronkonkoma, New York 11779	Ronkonkoma, New York 11779
and	and
Lakeland de Mexico S.A. de C.V.	Lakeland Protective Real Estate, Inc.
701-07 Koehler Avenue	701-07 Koehler Avenue
Ronkonkoma, New York 11779	Ronkonkoma, New York 11779
and	and
Lakeland Industries Europe Limited	Lakeland Industries, Inc., Agencia en Chile
701-07 Koehler Avenue	701-07 Koehler Avenue
Ronkonkoma, New York 11779	Ronkonkoma, New York 11779
and	and
Lakeland Protective Wear Inc.	Lakeland Japan, Inc.
701-07 Koehler Avenue	701-07 Koehler Avenue
Ronkonkoma, New York 11779	Ronkonkoma, New York 11779
and	and
Qing Dao Maytung Healthcare Co., Ltd.	RFB Lakeland Industries Private Limited
701-07 Koehler Avenue	701-07 Koehler Avenue
Ronkonkoma, New York 11779	Ronkonkoma, New York 11779
and	and
Weifang Lakeland Safety Products Co., Ltd.	Lakeland India Private Limited
701-07 Koehler Avenue	701-07 Koehler Avenue
Ronkonkoma, New York 11779	Ronkonkoma, New York 11779
and	and
Weifang Meiyang Protective Products Co., Ltd.	Lakeland Gloves and Safety Apparel Private Limited
701-07 Koehler Avenue	701-07 Koehler Avenue
Ronkonkoma, New York 11779	Ronkonkoma, New York 11779
and

(Individually each an “Original Guarantor”)

Lakeland Do Brasil Empreendimentos E Participacoes Ltda.

Avenida Bernardino de Campos, nº 98, sala 09, 14º andar

CEP 04004-040, São Paulo, São Paulo

Brazil

and

Qualytextil S.A.

Avenida Bernardino de Campos, nº 98, sala 09, 14º andar

CEP 04004-040, São Paulo, São Paulo

Brazil

(Individually each a “New Guarantor” and collectively with Original Guarantors, the "Guarantors”)

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Wachovia Bank, National Association

12 East 49th Street, 43rd Floor

New York, New York 10017

(Hereinafter referred to as "Bank")

THIS AGREEMENT is entered into as of May 13, 2008 by and between Bank, Borrower, Original Guarantors and New Guarantors.

RECITALS

Bank is the holder of a certain Amended and Restated Promissory Note in the original principal amount of up to $25,000,000.00, dated September 1, 2005 (the “First Amended Note”), which First Amended Note evidences a certain loan from Bank to Borrower in the original principal amount of up to $25,000,000.00 (the "Loan"), and certain other loan documents executed in connection therewith;

The First Amended Note is made pursuant to and secured by the terms of a certain Loan Agreement dated July 7, 2005 (as amended from time to time, the "Loan Agreement"), which Loan Agreement was amended by a certain Modification to Note and Loan Agreement and Reaffirmation of Guaranty (the “First Modification”) dated September 1, 2005, and further amended by a certain Second Modification to Note and Loan Agreement and Reaffirmation of Guaranty dated as of  December 7, 2007 (the “Second Modification” and collectively with this Agreement, the First Amended Note, the Second Amended Note as hereafter defined, the First Modification, the Second Modification, the Guarantees as hereafter defined, and all of the other documents which evidence or secure such Loan, the "Loan Documents");

Borrower has requested that Bank increase the amount of the Loan to be in the amount of up to $30,000,000.00, and make certain modifications to the terms of the Loan Agreement, and Bank has agreed to such requested increase and modifications;

In consideration of such agreement to increase the amount of the Loan and modify the Loan Agreement, each Original Guarantor has agreed to reaffirm its Unconditional Guaranty (collectively, the “Guarantees”), dated July 7, 2005 and December 7, 2007;

Borrower and Original Guarantors have requested that New Guarantors become guarantors of the Loan, and New Guarantors have agreed to become guarantors of the Loan as of the date hereof, and have

agreed to execute and deliver to Bank their Unconditional Guarantees dated as of the date hereof (collectively with the Unconditional Guaranty of the Original Guarantors, individually a “Guaranty” and collectively, the “Guarantees”), on the same terms and conditions as the Original Guarantors, and to secure such Unconditional Guarantees by a grant of a first priority security interest in all of their respective assets, and Bank has consented to such New Guarantors;

In consideration of Bank's agreement to modify the Loan and the other agreements contained herein, the parties agree as follows:

AGREEMENT

ACKNOWLEDGMENT OF BALANCE.  Borrower and Guarantor acknowledge that the most recent Commercial Loan Invoice sent to Borrower with respect to the Obligations under the First Amended Note is correct.

MODIFICATIONS.

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1.  The First Amended Note is hereby amended and restated pursuant to the terms and conditions of that certain $30,000,000.00 Second Amended and Restated Promissory Note attached hereto and made part hereof as Exhibit A (the “Second Amended Note”, and collectively with the First Amended Note, hereafter referred to as the “Note”).  As more particularly set forth in the Second Amended Note, the parties hereto agree that the Obligations previously evidenced by the First Amended Note remain outstanding, but such Obligations shall henceforth be evidenced by the Second Amended Note, and the terms and conditions concerning Borrower's obligation to repay said Obligations shall be governed by the provisions of the Second Amended Note.  Neither the execution, delivery and acceptance of the Second Amended Note nor any of the terms and provisions set forth therein shall be deemed or construed to effect a novation or to cause all or any part of the Obligations, or the liability of any person with respect thereto or any security therefor, to be, or to be deemed to have been, paid, satisfied or discharged.

2.  The Loan Agreement and all other Loan Documents are hereby modified so that any reference therein to the Note shall be deemed to refer to the Second Amended Note attached hereto.

3. The Loan Agreement is hereby modified as follows:

(a)  The Subsection of the Loan Agreement entitled “Retire or Repurchase Capital Stock” set forth in the Section of the Loan Agreement entitled “Negative Covenants” is hereby deleted in its entirety, and the following is substituted therefor:  “Retire or Repurchase Capital Stock.  Retire or otherwise acquire any of its capital stock in excess of $5,000,000.00 or pay annual cash dividends in excess of $5,000,000.00 annually.”

(b) The third sentence of the Financial Covenant entitled “Funded Debt to EBITDA Ratio” set forth in the Loan Agreement is hereby deleted in its entirety, and the following is substituted therefor:

"Funded Debt to EBITDA Ratio" shall mean the sum of all Funded Debt divided by EBITDA.  “EBITDA” shall mean the sum of Borrower’s earnings before interest, taxes, depreciation and amortization, provided that commencing with the date hereof, EBITDA shall also include (to the extent not otherwise included in Borrower’s financial results), on an Annualized Basis, as hereafter defined, earnings before interest, taxes, depreciation and amortization of the New Guarantors, Lakeland Do Brasil Empreendimentos E Participacoes Ltda. and Qualytextil S.A.  As used herein, Annualized Basis shall mean: (i) for the fiscal quarter ending July 31, 2008, EBITDA of each of the New Guarantors from May 2, 2008 until July 31, 2008 multiplied by four (4); (ii) for the fiscal quarter ending October 31, 2008, EBITDA of each of the New Guarantors from May 2, 2008 until October 31, 2008 multiplied by two (2); and (iii) for the fiscal quarter ending January 31, 2009, EBITDA of each of the New Guarantors from May 2, 2008 until January 31, 2009 multiplied by one and one third (1.333).  For the fiscal quarters ending April 30, 2009 and thereafter, EBITDA of each of the New Guarantors shall not be adjusted by any multiple.

(c) The third sentence of the Financial Covenant entitled “Fixed Charge Coverage Ratio” set forth in the Loan Agreement is hereby deleted in its entirety, and the following is substituted therefor:

"Fixed Charge Coverage Ratio" shall mean the sum of EBITDA plus other non-cash expenses minus dividends, cash taxes paid, unfunded capital expenditures (i.e., capital expenditures not funded with bank debt or other forms of equipment financing) and non-cash income divided by the sum of current maturities of long-term debt plus current maturities of capital lease obligations plus interest expense. “EBITDA” shall mean the sum of Borrower’s earnings before interest, taxes, depreciation and amortization, provided that commencing with the date hereof, EBITDA shall also include (to the extent not otherwise included in Borrower’s financial results), on an Annualized Basis, as hereafter defined, earnings before interest, taxes, depreciation and amortization of the New Guarantors, Lakeland Do Brasil Empreendimentos E Participacoes Ltda. and Qualytextil S.A. As used herein, Annualized Basis shall mean: (i) for the fiscal quarter ending July 31, 2008, EBITDA of each of the New Guarantors from May 2, 2008 until July 31, 2008 multiplied by four

3

(4); (ii) for the fiscal quarter ending October 31, 2008, EBITDA of each of the New Guarantors from May 2, 2008 until October 31, 2008 multiplied by two (2); and (iii) for the fiscal quarter ending January 31, 2009, EBITDA of each of the New Guarantors from May 2, 2008 until January 31, 2009 multiplied by one and one third (1.333).  For the fiscal quarters ending April 30, 2009 and thereafter, EBITDA of each of the New Guarantors shall not be adjusted by any multiple.

(d) (i) The definition of “Total Borrower Accounts” set forth in the Financial Covenant entitled “Collateral Coverage Ratio” set forth in the Loan Agreement is hereby deleted in its entirety, and the following is substituted therefor:

“Total Borrower Accounts” shall mean all Accounts owing to Borrower, less intercompany accounts receivables, for the tested period.  "Accounts" has the meaning set forth in the Uniform Commercial Code (or any successor statute) as presently and hereafter enacted under the law of the State of New York (the “Code”), but shall not include Accounts owing to any subsidiary or affiliate of Borrower, or any other party other than Borrower, PROVIDED, HOWEVER that “Accounts” shall include Accounts of the New Guarantors, Lakeland Do Brasil Empreendimentos E Participacoes Ltda. and Qualytextil S.A., BUT ONLY to the extent Bank has a first priority perfected security interest in such Accounts.

(ii)  The definition of “Total Borrower Inventory” set forth in the Financial Covenant entitled “Collateral Coverage Ratio” set forth in the Loan Agreement is hereby deleted in its entirety, and the following is substituted therefor:

“Total Borrower Inventory” shall mean all Inventory owned by Borrower and located within or in transit to the United States of America for the tested period.  "Inventory" has the meaning set forth in the Code, but shall not include: (a) Inventory owned by any subsidiary or affiliate of Borrower, or any other party other than Borrower; and (b) Inventory that is not located at a location identified and certified by Borrower on the Borrower Information Certificate as being within the United States of America, PROVIDED, HOWEVER that “Inventory” shall include Inventory of the New Guarantors, Lakeland Do Brasil Empreendimentos E Participacoes Ltda. and Qualytextil S.A., even thought not located within the United States of America, BUT ONLY to the extent Bank has a first priority perfected security interest in such Inventory.

(e) The subsection of the Loan Agreement entitled “Permitted Acquisitions”, set forth in the Section of the Loan Agreement entitled “Additional Covenants”, is hereby modified solely to the extent necessary to permit the acquisition of the shares of Qualytextil S.A. by Lakeland Do Brasil Empreendimentos E Participacoes Ltda., including any dollar limitations set forth in such subsection.  Such modification shall not be construed as Bank’s consent to any other acquisitions by Borrower or any subsidiary or affiliate of Borrower which would not otherwise be in full compliance with the terms and conditions of such subsection as originally written.

Except as modified hereby, all terms and conditions of the Loan Agreement, including without limitation all financial covenants, shall remain unmodified and in full force and effect.

4.  Borrower and Original Guarantors hereby consent to the execution and delivery to Bank of the Unconditional Guarantees by New Guarantors, and agree that such execution and delivery shall not constitute a waiver, release or termination of any of the obligations of Borrower or Original Guarantors to Bank, or a relinquishment of any of the rights or remedies of Bank against Borrower or Original Guarantors.  Borrower and Original Guarantors hereby further acknowledge and agree that Mifflin is no longer in existence as of the date hereof, and agree that Mifflin’s merger into Borrower shall not constitute a waiver, release or termination of any of the obligations of Borrower or Original Guarantors to Bank, or a relinquishment of any of the rights or remedies of Bank against Borrower or Original Guarantors.

4

5.  Any reference in any Loan Document to the “Guarantors” of the Obligations shall be deemed to refer to both Original Guarantors and New Guarantors.

6.  Except as modified herein, all other terms, covenants and conditions set forth in any Loan Document shall remain unmodified and in full force and effect.

ACKNOWLEDGMENTS AND REPRESENTATIONS. Borrower and each Guarantor acknowledge and represent that the Second Amended Note, the Loan Agreement, the Guaranty, and all other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred; that all representations and warranties contained in the Loan Documents are true and correct as of this date; that all necessary action to authorize the execution and delivery of this Agreement has been taken; and that this Agreement is a modification of an existing obligation and is not a novation.

REAFFIRMATION OF GUARANTY.    Each Guarantor hereby acknowledges that it has and shall receive direct financial benefit from the Loan and from the modifications set forth herein, and hereby waives any defense it may have to its guaranty of the Guaranteed Obligations, as defined in the Guarantees, based upon a lack of or failure of consideration.  Each Guarantor hereby consents to the modifications contained herein and hereby ratifies and confirms: (a) that it unconditionally guarantees to Bank the payment and performance from and by Borrower of the Guaranteed Obligations, as defined in the Guarantees, upon the terms and conditions set forth therein, (b) such Guaranteed Obligations include, without limitation, the Second Amended Note and Loan Agreement as modified hereby, and (c) that their Guarantees shall not be impaired or their liability thereunder reduced as a result of additional guarantors executing guarantees of the Guaranteed Obligations subsequent to the date of their Guarantees.  Each Guarantor acknowledges that their reaffirmation and ratification of their Guarantees is a material inducement for Bank to enter into this Agreement and that Bank would not do so without said reaffirmation and ratification.  This Agreement and the Guarantees are each Guarantor’s valid and binding obligation enforceable against each of them in accordance with their terms.

COLLATERAL. Borrower and each Guarantor acknowledge and confirm that there have been no changes in the ownership of any collateral pledged to secure the Obligations or the Guaranteed Obligations, as defined in the Guaranty (collectively the "Collateral") since the Collateral was originally pledged, and that Borrower has legal title to all Collateral and no Guarantor has legal title to any Collateral; Borrower and each Guarantor acknowledge and confirm that the Bank has existing, valid first priority security interests and liens in the Collateral; and that such security interests and liens shall secure Borrowers’ Obligations to Bank, including any modification of the Note or Loan Agreement made hereunder, and all future modifications, extensions, renewals and/or replacements of any of the Loan Documents.

MISCELLANEOUS.  This Agreement shall be construed in accordance with and governed by the laws of the applicable state as originally provided in the Loan Documents, without reference to that state's conflicts of law principles.  This Agreement and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter thereof and supersede all oral negotiations and prior writings with respect to the subject matter thereof.  No amendment of this Agreement, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto.  The illegality, unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Agreement or the other Loan Documents.  This Agreement and the other Loan Documents are intended to be consistent.  However, in the event of any inconsistencies among this Agreement and any of the Loan Documents, the terms of this Agreement, and then such Loan Document, shall control.  This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts.  Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one

5

and the same agreement.  Terms used in this Agreement which are capitalized and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

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.  BORROWER AND EACH GUARANTOR HEREBY WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY RELATED TO THE FINANCING TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART AND/OR THE DEFENSE OR ENFORCEMENT OF ANY OF BANK'S RIGHTS OR REMEDIES.

BORROWER AND EACH GUARANTOR ACKNOWLEDGE THAT IT MAKES THE FOREGOING WAIVERS KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH ITS ATTORNEY.

PLACE OF EXECUTION AND DELIVERY.  Borrower and each Guarantor hereby certify that this Agreement and the Loan Documents were executed in the State of New York and delivered to Bank in the State of New York.

IN WITNESS WHEREOF, Borrower, Bank and each Guarantor have signed and sealed this Agreement the day and year first above written.

WITNESSES:

Lakeland Industries, Inc.
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Laidlaw, Adams & Peck, Inc.
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Lakeland de Mexico S.A. de C.V.
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer

6

Lakeland Industries Europe Limited
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Lakeland Protective Wear Inc.
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Qing Dao Maytung Healthcare Co., Ltd.
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Weifang Lakeland Safety Products Co., Ltd.
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Weifang Meiyang Protective Products Co., Ltd.
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Industrias Lakeland S.A. de C.V.
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Lakeland Protective Real Estate, Inc.
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer

7

Lakeland Industries, Inc., Agencia en Chile
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Lakeland Japan, Inc.
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
RFB Lakeland Industries Private Limited
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Lakeland India Private Limited
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Lakeland Gloves and Safety Apparel Private Limited
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Lakeland Do Brasil Empreendimentos E Participacoes Ltda.
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Qualytextil S.A.
By:	/s/ GaryA.Pokrassa
	Gary A. Pokrassa, Director

8

Wachovia Bank, National Association
By:	/s/ RogerGrossman
	Roger Grossman, Vice President

State of New York

County of New York

Bank Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared _____________________, Vice President of Wachovia Bank, National Association, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

In witness whereof I hereunto set my hand.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: _____________________________

State of New York

County of New York

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland Industries, Inc., a Delaware corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

9

State of New York

County of New York

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Laidlaw, Adams & Peck, Inc., a Delaware corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

State of New York

County of New York

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland de Mexico S.A. de C.V., a Mexican corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

10

State of New York

County of New York

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland Industries Europe Limited, a United Kingdom corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

State of New York

County of New York

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland Protective Wear Inc., a Canadian corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

11

State of New York

County of New York

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Qing Dao Maytung Healthcare Co., Ltd., a Chinese corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

State of New York

County of New York

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Weifang Lakeland Safety Products Co., Ltd., a Chinese corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

12

State of New York

County of New York

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Weifang Meiyang Protective Products Co., Ltd., a Chinese corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

State of New York

County of New York

Corporate Acknowledgment

On the ___ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Industrias Lakeland S.A. de C.V., a Mexican corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

13

State of New York

County of New York

Corporate Acknowledgment

On the ___ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland Productive Real Estate, Inc., a Canadian corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

State of New York

County of New York

Corporate Acknowledgment

On the ___ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland Industries, Inc., Agencia en Chile, a Chilean corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

14

State of New York

County of New York

Corporate Acknowledgment

On the ___ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland Japan, Inc., a Japanese corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

State of New York

County of New York

Corporate Acknowledgment

On the ___ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of RFB Lakeland Industries Private Limited, an Indian corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

15

State of New York

County of New York

Corporate Acknowledgment

On the ___ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland India Private Limited, an Indian corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

State of New York

County of New York

Corporate Acknowledgment

On the ___ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland Gloves and Safety Apparel Private Limited, an Indian corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

16

State of New York

County of New York

Corporate Acknowledgment for NEW GUARANTOR

On the ___ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland Do Brasil Empreendimentos E Participacoes Ltda., a Brazilian corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

State of New York

County of New York

Corporate Acknowledgment for NEW GUARANTOR

On the ___ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Director of Qualytextil S.A., a Brazilian corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

_______________________________________, Notary Public

Notary Seal

____________________________________________

(Printed Name of Notary)

My Commission Expires: ______________________________

 17

EX-10.11

Exhibit 10.11

UNCONDITIONAL GUARANTY

May 13, 2008

Lakeland Industries, Inc.

Attn: Christopher J. Ryan, Chief Executive Officer and

Gary Pokrassa, Chief Financial Officer

701-07 Koehler Avenue

Ronkonkoma, New York 11779

(Hereinafter referred to as "Borrower")

Lakeland do Brasil Empreendimentos e Participacões Ltda.

Avenida Bernardino de Campos, nº 98, sala 09, 14º andar

CEP 04004-040, São Paulo, São Paulo

Brazil

(Hereinafter referred to as “Guarantor”)

Wachovia Bank, National Association

12 East 49th Street, 43rd Floor

New York, New York 10017

(Hereinafter referred to as "Bank")

To induce Bank to make, extend or renew loans, advances, credit, or other financial accommodations to or for the benefit of Borrower, which are and will be to the direct interest and advantage of the Guarantor, and in consideration of loans, advances, credit, or other financial accommodations made, extended or renewed to or for the benefit of Borrower, which are and will be to the direct interest and advantage of the Guarantor, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Bank and its successors, assigns and affiliates the timely payment and performance of all liabilities and obligations of Borrower to Bank and its affiliates under the Loan Agreement, dated July 7, 2005, as amended by the Third Modification Agreement and Reaffirmation of Guarantee, dated of even date hereof, among the Borrower, the Bank and others, and the Second Amended and Restated Promissory Note, dated of even date hereof, attached hereto as Schedule A, as well as, all obligations under any notes, loan agreements, security agreements, letters of credit, instruments, accounts receivable, contracts, drafts, leases, chattel paper, indemnities, acceptances, repurchase agreements, overdrafts, and the Loan Documents, as defined below, and all obligations of Borrower to Bank or any of its affiliates under any swap agreement (as defined in 11 U.S.C. § 101, as in effect from time to time), however and whenever incurred or evidenced, whether primary, secondary, direct, indirect, absolute, contingent, due or to become due, now existing or hereafter contracted or acquired, and all modifications, extensions and renewals thereof, (collectively, the "Guaranteed Obligations").

Guarantor further covenants and agrees:

GUARANTOR'S LIABILITY.  This Guaranty is a continuing and unconditional guaranty of payment and performance and not of collection. The parties to this Guaranty are jointly and severally obligated together with all other parties obligated for the Guaranteed Obligations. This Guaranty does not impose any obligation on Bank to extend or continue to extend credit or otherwise deal with Borrower at any subsequent time. Except to the extent the provisions of this Guaranty give Bank additional rights, this Guaranty shall not be deemed to supersede or replace any other guaranties given to Bank by Guarantor; and the obligations guaranteed hereby shall be in addition to, and independent of, any agreement or transaction between Borrower and Bank or any other person creating or reserving any lien, encumbrance, or security for any obligation of Borrower or any other obligations guaranteed by Guarantor pursuant to

any other agreement of guaranty given to Bank and other guaranties of the Guaranteed Obligations and any such other guaranties of Guarantor are cumulative and may be exercised singly or concurrently.

BENEFIT TO GUARANTOR. Guarantor hereby represents that it will greatly benefit from the granting of the Third Modification of the $ 30,000,000 Revolving Line of Credit to Lakeland Industries, Inc., dated as of May 13, 2008, especially in view of the fact that the resulting funds shall be utilized for the purchase by Guarantor of the shares of Qualytextil SA.

CONSENT TO MODIFICATIONS.  Guarantor consents and agrees that Bank may from time to time, in its sole discretion, without affecting, impairing, lessening or releasing the obligations of Guarantor hereunder: (a) extend or modify the time, manner, place or terms of payment or performance and/or otherwise change or modify the credit terms of the Guaranteed Obligations; (b) increase, renew, or enter into a novation of the Guaranteed Obligations; (c) waive or consent to the departure from terms of the Guaranteed Obligations; (d) permit any change in the business or other dealings and relations of Borrower or any other guarantor with Bank; (e) proceed against, exchange, release, realize upon, or otherwise deal with in any manner any collateral that is or may be held by Bank in connection with the Guaranteed Obligations or any liabilities or obligations of Guarantor; and (f) proceed against, settle, release, or compromise with Borrower, any insurance carrier, or any other person or entity liable as to any part of the Guaranteed Obligations, and/or subordinate the payment of any part of the Guaranteed Obligations to the payment of any other obligations, which may at any time be due or owing to Bank; all in such manner and upon such terms as Bank may deem appropriate, and without notice to or further consent from Guarantor.  No invalidity, irregularity, discharge or unenforceability of, or action or omission by Bank relating to any part of the Guaranteed Obligations or any security therefor shall affect or impair this Guaranty.

WAIVERS AND ACKNOWLEDGMENTS. To the extent it may lawfully do so, Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to Bank (and, with respect to swap obligations, its affiliates) and collection of the Guaranteed Obligations:  (a) promptness and diligence in collection of any of the Guaranteed Obligations from Borrower or any other person liable thereon, including, without limitation, any right of reimbursement, recourse, subrogation, indemnity, exoneration, as well as any rights or remedies relating to any collateral security which Bank now has or hereafter may acquire; (b) any law or statute that requires that Bank (and, with respect to swap obligations, its affiliates) make demand upon, assert claims against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations, including any such rights Guarantor might otherwise have had under any other applicable law; (c) any law or statute that requires that Borrower or any other person be joined in, notified of or made part of any action against Guarantor; (d) that Bank or its affiliates preserve, insure or perfect any security interest in collateral or sell or dispose of collateral in a particular manner or at a particular time, provided that Bank’s obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other relationships between Bank, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be entitled; (g) the right to assert against Bank or its affiliates any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other party liable to Bank or its affiliates; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or impairment of Bank or its affiliates’ lien on any collateral, of the Loan Documents, or of any other guaranties held by Bank; (i) any right to which Guarantor is or may become entitled to be subrogated to Bank or its affiliates’ rights against Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any claim, right or remedy of Bank or its affiliates against Borrower or any security which Bank or its affiliates now has or hereafter acquires, until such time

Page 2

as the Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference period; (j) any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (k) the right to marshalling of Borrower’s assets or the benefit of any exemption claimed by Guarantor.  Guarantor acknowledges and represents that Guarantor has relied upon Guarantor’s own due diligence in making an independent appraisal of Borrower, Borrower's business affairs and financial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon Bank or its affiliates for information regarding Borrower or any collateral.

To the extent it may lawfully do so, Guarantor hereby agrees to waive, and do hereby absolutely and irrevocably waive and relinquish the benefit and advantage of, and do hereby covenant not to assert, any appraisement, valuation, stay, extension, redemption, or similar laws, now or at any time hereafter in force, which might delay, prevent, or otherwise impede the performance or enforcement of this Guaranty, the Guaranteed Obligations, or any other present or future agreement or instrument relating directly or indirectly thereto.

Guarantor warrants and agrees that the waivers set forth in this Guaranty are made with full knowledge of their significance and consequences, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law.  If any of said waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective to the maximum extent permitted by Law.  Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions hereof shall nevertheless remain effective.

SPECIAL BRAZILIAN WAIVER.  Without prejudice to the provisions of Section “Miscellaneous” hereof regarding applicable law, and in addition to the waivers set forth in Section “Waivers, Acknowledgements”, the Guarantor, being jointly and severally liable with Borrower, hereby waives any benefits arising from articles 364, 827, 828, 829, 830, 834, 835, 837 and 839 of the Brazilian Civil Code and article 595 of the Brazilian Civil Procedure Code, and acknowledges the Bank's rights (or the rights of any assignee of Bank) to demand payment by the Guarantor of its claims, regardless of prior execution of Borrower's properties or claims of any existing contingent guarantee, as well as acknowledging Bank's right (or the rights of any assignee of Bank) to grant a moratorium to Borrower, should Bank (or any assignee) deem such moratorium convenient in its sole discretion. Guarantor shall, however, remain fully liable for its obligations hereunder.

FINANCIAL CONDITION.  Guarantor warrants, represents and covenants to Bank and its affiliates that on and after the date hereof:  (a) the fair saleable value of Guarantor's assets exceeds its liabilities, Guarantor is meeting its current liabilities as they mature, and Guarantor is and shall remain solvent; (b) all financial statements of Guarantor furnished to Bank are correct and accurately reflect the financial condition of Guarantor as of the respective dates thereof; (c) since the date of such financial statements, there has not occurred a material adverse change in the financial condition of Guarantor; (d) there are not now pending any court or administrative proceedings or undischarged judgments against Guarantor, no federal or state tax liens have been filed or, or to the best of Guarantor’s knowledge, threatened against Guarantor, and Guarantor is not in default or claimed default under any agreement; and (e) at such reasonable times as Bank requests, Guarantor will furnish Bank and its affiliates with such other financial information as Bank and its affiliates may reasonably request.

INTEREST AND APPLICATION OF PAYMENTS.  Regardless of any other provision of this Guaranty or other Loan Documents, if for any reason the effective interest on any of the Guaranteed Obligations should exceed the maximum lawful interest, the effective interest shall be deemed reduced to and shall be such maximum lawful interest, and any sums of interest which have been collected in excess of such maximum lawful interest shall be applied as a credit against the unpaid principal balance of the Guaranteed Obligations.  Monies received from any source by Bank or its affiliates for application toward

Page 3

payment of the Guaranteed Obligations may be applied to such Guaranteed Obligations in any manner or order deemed appropriate by Bank and its affiliates.

DEFAULT.  If any of the following events occur, a default ("Default") under this Guaranty shall exist:  (a) failure of timely payment or performance of the Guaranteed Obligations or a default under any Loan Document; (b) a breach of any agreement or representation contained or referred to in the Guaranty, or any of the Loan Documents, or contained in any other contract or agreement of Guarantor with Bank or its affiliates, whether now existing or hereafter arising; (c) the death of, appointment of a guardian for, dissolution of, termination of existence of, loss of good standing status by, appointment of a receiver for, assignment for the benefit of creditors of, or the commencement of any insolvency or bankruptcy proceeding by or against Guarantor or any general partner of or the holder(s) of the majority ownership interests of Guarantor; and/or (d) Bank determines in good faith, in its sole discretion, that the prospects for payment or performance of the Guaranteed Obligations are impaired or a material adverse change has occurred in the business or prospects of Borrower or Guarantor, financial or otherwise.

If a Default occurs and the Guarantor fails to cure such default to Bank’s satisfaction within thirty (30) days of the receipt of written notice from Bank demanding such default to be cured, the Guaranteed Obligations shall be due immediately and payable without notice, other than Guaranteed Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) with Bank or its affiliates, which shall be due in accordance with and governed by the provisions of said swap agreements, and, Bank and its affiliates may exercise any rights and remedies as provided in this Guaranty and other Loan Documents, or as provided at law or equity.  Guarantor shall pay interest on the Guaranteed Obligations from such Default at the highest rate of interest charged on any of the Guaranteed Obligations.

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

SUBORDINATION OF OTHER DEBTS. Guarantor agrees:  (a) to subordinate the obligations now or hereafter owed by Borrower to Guarantor ("Subordinated Debt") to any and all obligations of Borrower to Bank or its affiliates now or hereafter existing while this Guaranty is in effect, provided however that Guarantor may receive regularly scheduled principal and interest payments on the Subordinated Debt so long as (i) all sums due and payable by Borrower to Bank and its affiliates have been paid in full on or prior to such date, and (ii) no event or condition which constitutes or which with notice or the lapse or time would constitute an event of default with respect to the Guaranteed Obligations shall be continuing on or as of the payment date; (b) Guarantor will either place a legend indicating such subordination on every note, ledger page or other document evidencing any part of the Subordinated Debt or deliver such documents to Bank; and (c) except as permitted by this paragraph, Guarantor will not request or accept payment of or any security for any part of the Subordinated Debt, and any proceeds of the Subordinated Debt paid to Guarantor, through error or otherwise, shall immediately be forwarded to Bank by Guarantor, properly endorsed to the order of Bank, to apply to the Guaranteed Obligations.

TERM AND TERMINATION. This Guaranty shall remain in full force and effect until all of the Guaranteed Obligations have been discharged in full.

MISCELLANEOUS.  Assignment.  This Guaranty 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 Guaranty and other Loan Documents are freely assignable, in whole or in part, by Bank.  Any assignment shall not release Guarantor from the Guaranteed Obligations until the obligations and liabilities of Guarantor hereunder shall have been satisfied by full and final payment and performance. Guarantor agrees, at the request of Bank, to confirm in writing to the assignee

Page 4

or transferee its consent to any such assignment, transfer or other disposition by Bank and to provide to such assignee or transferee such documentation as Bank may reasonably require in connection therewith. Guarantor may not assign or transfer its rights or obligations under this Guaranty. Organization; Powers.  Guarantor (i) is (a) an adult individual and is sui juris, or (b) a corporation, general partnership, limited partnership, limited liability company or other legal entity (as indicated below), duly organized, validly existing and in good standing under the laws of its state of organization, and is authorized to do business in each other jurisdiction wherein its ownership of property or conduct of business legally requires such organization, (ii) has the power and authority to own its properties and assets and to carry on its business as now being conducted and as now contemplated; and (iii) has the power and authority to execute, deliver and perform, and by all necessary action has authorized the execution, delivery and performance of, all of its obligations under this Guaranty and any other Loan Document to which it is a party.  Applicable Law; Conflict Between Documents.  This Guaranty shall be governed by and interpreted in accordance with federal law and, except as preempted by federal law, 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 Guaranty should conflict with the terms of any commitment letter that survives closing, the terms of this Guaranty shall control.  Guarantor's Accounts.  Except as prohibited by law, Guarantor grants Bank and its affiliates a security interest in all of Guarantor's deposit accounts and investment properties maintained with Bank and its affiliates.  Jurisdiction.  Guarantor irrevocably agrees to non-exclusive personal jurisdiction in the state named in Bank's address on the first page hereof. Guarantor hereby agrees to the jurisdiction of such courts and agree that they will not invoke the doctrine of forum non conveniens or other similar defenses. Guarantor does hereby irrevocably appoint Borrower as its attorney-in-fact for the purpose of receiving any notice required hereunder and service of process in any action, suit, or proceeding in connection with this Guaranty and the Guaranteed Obligations.  Severability.  If any provision of this Guaranty 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 Guaranty or other Loan Documents.  Payments.  All payments shall be mailed to Commercial Loan Services, P. O. Box 740502, Atlanta, GA 30374-0502. Notices.  Any notices to Guarantor shall be sufficiently given if in writing and mailed or delivered to Guarantor at Borrower’s address informed above, and to Bank, if in writing and mailed or delivered to Wachovia Bank, National Association, Mail Code VA7628, P.O. Box 13327, Roanoke, VA  24040 or Wachovia Bank, National Association, Mail Code VA7628, 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 (as process agent for Guarantor) changes  address at any time prior to the date the Guaranteed Obligations are paid in full, Guarantor agrees to promptly give written notice of said change of address to Bank 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.  Binding Contract.  Guarantor by execution of and Bank by acceptance of this Guaranty agree that each party is bound to all terms and provisions of this Guaranty.  Amendments, Waivers and Remedies.  No waivers, amendments or modifications of this Guaranty and other Loan Documents shall be valid unless in writing and signed by an officer of Bank.  No waiver by Bank or its affiliates of any Default 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 or its affiliates in exercising any right, power, or privilege granted pursuant to this Guaranty and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege.  All remedies available to Bank or its affiliates with respect to this Guaranty and other Loan Documents and remedies available at law or in equity shall be cumulative and may be pursued concurrently or successively.  Partnerships.  If Guarantor is a partnership, the obligations, liabilities and agreements on the part of Guarantor shall remain in full force and effect and fully applicable notwithstanding any changes in the individuals comprising the partnership.  The term "Guarantor" includes any altered or successive partnerships, and predecessor partnership(s) and the partners shall not be released from any obligations or liabilities hereunder.  Loan Documents.  The term "Loan Documents" refers to all documents executed in connection with or related to the Guaranteed Obligations

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and may include, without limitation, commitment letters that survive closing, loan agreements, other guaranty agreements, security agreements, instruments, financing statements, mortgages, deeds of trust, deeds to secure debt, letters of credit and any amendments or supplements (excluding swap agreements as defined in 11 U.S.C. § 101, as in effect from time to time). Currency Indemnity.  All amounts to be paid hereunder shall be paid in the lawful currency of the United States of America ("Dollars"), in immediately available funds.  Guarantor acknowledges that the specification of Dollars in the Guaranteed Obligations is of the essence and that Dollars shall be the currency of account in any and all events.  The obligations of Guarantor hereunder shall not be discharged by an amount paid in another currency, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on prompt conversion to Dollars and transfer to Commercial Loan Services (as provided in “Payments” above) under normal banking procedures does not yield the amount of Dollars owing to Bank.  If Bank receives an amount in respect of Guarantor’s liability under this Guarantee or if such liability is converted into a claim, proof, judgment or order in a currency other than Dollars, Guarantor will indemnify Bank as an independent obligation against any loss arising out of or as a result of such receipt or conversion.  If the amount received by Bank, when converted into Dollars (at the market rate at which Bank is able on the relevant date to purchase Dollars with that other currency) is less than the amount owed in Dollars Guarantor will, forthwith on demand, pay to Bank an amount in Dollars equal to the deficit.  In addition, Guarantor waives any right it may have in any jurisdiction to pay any amount due or to become due hereunder in a currency other than Dollars. 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.  Final Agreement.  This Agreement and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent agreements of the parties.  There are no unwritten agreements between the parties.

FINANCIAL AND OTHER INFORMATION.  Guarantor shall deliver to Bank such information as Bank may reasonably request from time to time, including without limitation, financial statements and information pertaining to Guarantor's financial condition.  Such information shall be true, complete, and accurate.

NEGATIVE COVENANTS.  To the extent it may lawfully do so, Guarantor agrees that from the date hereof and until final payment in full of the Guaranteed Obligations, unless Bank shall otherwise consent in writing, Guarantor will not:   Change in Fiscal Year.  Change its fiscal year.  Change of Control.  Make or suffer a change of ownership that effectively changes control of Guarantor from current ownership.  Encumbrances.  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) security interests required by the Loan Documents; (ii) liens for taxes contested in good faith; or (iii) Permitted Liens, as set forth in Schedule A attached hereto.  Guarantees.  Guarantee or otherwise become responsible for obligations of any other person or persons, other than the endorsement of checks and drafts for collection in the ordinary course of business.  Investments.  Purchase any stock, securities, or evidence of indebtedness of any other person or entity except investments in direct or indirect obligations of the United States Government, other highly liquid investments graded AAA or the equivalent within the United States of America (and with exception for certain investments held in China and Mexico), and certificates of deposit of United States commercial banks having a tier 1 capital ratio of not less than 6% and then in an amount not exceeding 10% of the issuing bank’s unimpaired capital and surplus, or other specific investment options, to be determined.  Default on Other Contracts or Obligations.  Default on any material contract with or obligation when

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due to a third party or default in the performance of any obligation to a third party incurred for money borrowed.  Government Intervention.  Permit the assertion or making of any seizure, vesting or intervention by or under authority of any governmental entity, as a result of which the management of Guarantor or any guarantor is displaced of its authority in the conduct of its respective business or such business is curtailed or materially impaired.  Judgment Entered. Permit the entry of any monetary judgment or the assessment against, the filing of any tax lien against, or the issuance of any writ of garnishment or attachment against any property of or debts due Borrower in an amount in excess of $100,000.00 which is not discharged or execution is not stayed within 45 days of entry.  Prepayment of Other Debt.  Retire any long-term debt entered into prior to the date of this Agreement at a date in advance of its legal obligation to do so.  Retire or Repurchase Capital Stock.  Retire or otherwise acquire any of its capital stock in excess of $1,000,000.00 or pay annual cash dividends in excess of $1,000,000.00 annually.

TAX RETURNS.  Guarantor shall deliver to Bank, within 30 days of filing, complete copies of federal and state tax returns, as applicable, together with all schedules thereto, each of which shall be signed and certified by Guarantor to be true and complete copies of such returns.  In the event an extension is filed, Guarantor shall deliver a copy of the extension within 30 days of filing.

WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OFGUARANTORBY 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 GUARANTY, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THISGUARANTY, 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 THISGUARANTY. 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 GUARANTY.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, Guarantor, on the day and year first written above, has caused this Unconditional Guaranty to be duly executed by its duly authorized signatories.

	Lakeland do Brasil Empreendimentos E Participacoes Ltda.
By:	/s/ Jose Tavares Lucena
Name:	/s/ Jose Tavares Lucena
Title:	Administrator

Witnesses:

1.

Name:

ID:

2.

Name:

ID:

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SCHEDULE A

to the UNCONDITIONAL GUARANTY AGREEMENT

SECOND AMENDED AND RESTATED PROMISSORY NOTE

Page 9

EX-10.12

Exhibit 10.12

UNCONDITIONAL GUARANTY

May 13, 2008

Lakeland Industries, Inc.

Attn: Christopher J. Ryan, Chief Executive Officer and

Gary Pokrassa, Chief Financial Officer

701-07 Koehler Avenue

Ronkonkoma, New York  11779

(Hereinafter referred to as "Borrower")

Qualytextil S.A.

Rua Luxemburgo, s/n.º

Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano

CEP 40607-520, Salvador, Bahia

Brazil

(Hereinafter referred to as “Guarantor”)

Wachovia Bank, National Association

12 East 49th Street, 43rd Floor

New York, New York 10017

(Hereinafter referred to as "Bank")

To induce Bank to make, extend or renew loans, advances, credit, or other financial accommodations to or for the benefit of Borrower, which are and will be to the direct interest and advantage of the Guarantor, and in consideration of loans, advances, credit, or other financial accommodations made, extended or renewed to or for the benefit of Borrower, which are and will be to the direct interest and advantage of the Guarantor, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Bank and its successors, assigns and affiliates the timely payment and performance of all liabilities and obligations of Borrower to Bank and its affiliates under the Loan Agreement, dated July 7, 2005, as amended by the Third Modification Agreement and Reaffirmation of Guarantee, dated of even date hereof, among the Borrower, the Bank and others, and the Second Amended and Restated Promissory Note, dated of even date hereof, attached hereto as Schedule A, as well as, all obligations under any notes, loan agreements, security agreements, letters of credit, instruments, accounts receivable, contracts, drafts, leases, chattel paper, indemnities, acceptances, repurchase agreements, overdrafts, and the Loan Documents, as defined below, and all obligations of Borrower to Bank or any of its affiliates under any swap agreement (as defined in 11 U.S.C. § 101, as in effect from time to time), however and whenever incurred or evidenced, whether primary, secondary, direct, indirect, absolute, contingent, due or to become due, now existing or hereafter contracted or acquired, and all modifications, extensions and renewals thereof, (collectively, the "Guaranteed Obligations").

Guarantor further covenants and agrees:

GUARANTOR'S LIABILITY.  This Guaranty is a continuing and unconditional guaranty of payment and performance and not of collection. The parties to this Guaranty are jointly and severally obligated together with all other parties obligated for the Guaranteed Obligations. This Guaranty does not impose any obligation on Bank to extend or continue to extend credit or otherwise deal with Borrower at any subsequent time. Except to the extent the provisions of this Guaranty give Bank additional rights, this Guaranty shall not be deemed to supersede or replace any other guaranties given to Bank by Guarantor; and the obligations guaranteed hereby shall be in addition to, and independent of, any agreement or transaction between Borrower and Bank or any other person creating or reserving any lien, encumbrance, or security for any obligation of Borrower or any other obligations guaranteed by Guarantor pursuant to

any other agreement of guaranty given to Bank and other guaranties of the Guaranteed Obligations and any such other guaranties of Guarantor are cumulative and may be exercised singly or concurrently.

BENEFIT TO GUARANTOR. Guarantor hereby represents that it will greatly benefit from the granting of the Third Modification of the $ 30,000,000 Revolving Line of Credit to Lakeland Industries, Inc., dated as of May 13, 2008, especially in view of the fact that the resulting funds shall be utilized for the purchase of Guarantor´s shares by Lakeland do Brasil Empreendimentos e Participações Ltda.

CONSENT TO MODIFICATIONS.  Guarantor consents and agrees that Bank may from time to time, in its sole discretion, without affecting, impairing, lessening or releasing the obligations of Guarantor hereunder:  (a) extend or modify the time, manner, place or terms of payment or performance and/or otherwise change or modify the credit terms of the Guaranteed Obligations; (b) increase, renew, or enter into a novation of the Guaranteed Obligations; (c) waive or consent to the departure from terms of the Guaranteed Obligations; (d) permit any change in the business or other dealings and relations of Borrower or any other guarantor with Bank; (e) proceed against, exchange, release, realize upon, or otherwise deal with in any manner any collateral that is or may be held by Bank in connection with the Guaranteed Obligations or any liabilities or obligations of Guarantor; and (f) proceed against, settle, release, or compromise with Borrower, any insurance carrier, or any other person or entity liable as to any part of the Guaranteed Obligations, and/or subordinate the payment of any part of the Guaranteed Obligations to the payment of any other obligations, which may at any time be due or owing to Bank; all in such manner and upon such terms as Bank may deem appropriate, and without notice to or further consent from Guarantor.  No invalidity, irregularity, discharge or unenforceability of, or action or omission by Bank relating to any part of the Guaranteed Obligations or any security therefor shall affect or impair this Guaranty.

WAIVERS AND ACKNOWLEDGMENTS. To the extent it may lawfully do so, Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to Bank (and, with respect to swap obligations, its affiliates) and collection of the Guaranteed Obligations:  (a) promptness and diligence in collection of any of the Guaranteed Obligations from Borrower or any other person liable thereon, including, without limitation, any right of reimbursement, recourse, subrogation, indemnity, exoneration, as well as any rights or remedies relating to any collateral security which Bank now has or hereafter may acquire; (b) any law or statute that requires that Bank (and, with respect to swap obligations, its affiliates) make demand upon, assert claims against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations, including any such rights Guarantor might otherwise have had under any other applicable law; (c) any law or statute that requires that Borrower or any other person be joined in, notified of or made part of any action against Guarantor; (d) that Bank or its affiliates preserve, insure or perfect any security interest in collateral or sell or dispose of collateral in a particular manner or at a particular time, provided that Bank’s obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other relationships between Bank, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be entitled; (g) the right to assert against Bank or its affiliates any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other party liable to Bank or its affiliates; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or impairment of Bank or its affiliates’ lien on any collateral, of the Loan Documents, or of any other guaranties held by Bank; (i) any right to which Guarantor is or may become entitled to be subrogated to Bank or its affiliates’ rights against Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any claim, right or remedy of Bank or its affiliates

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against Borrower or any security which Bank or its affiliates now has or hereafter acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference period; (j) any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (k) the right to marshalling of Borrower’s assets or the benefit of any exemption claimed by Guarantor.  Guarantor acknowledges and represents that Guarantor has relied upon Guarantor’s own due diligence in making an independent appraisal of Borrower, Borrower's business affairs and financial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon Bank or its affiliates for information regarding Borrower or any collateral.

To the extent it may lawfully do so, Guarantor hereby agrees to waive, and do hereby absolutely and irrevocably waive and relinquish the benefit and advantage of, and do hereby covenant not to assert, any appraisement, valuation, stay, extension, redemption, or similar laws, now or at any time hereafter in force, which might delay, prevent, or otherwise impede the performance or enforcement of this Guaranty, the Guaranteed Obligations, or any other present or future agreement or instrument relating directly or indirectly thereto.

Guarantor warrants and agrees that the waivers set forth in this Guaranty are made with full knowledge of their significance and consequences, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law.  If any of said waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective to the maximum extent permitted by Law.  Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions hereof shall nevertheless remain effective.

SPECIAL BRAZILIAN WAIVER.  Without prejudice to the provisions of Section “Miscellaneous” hereof regarding applicable law, and in addition to the waivers set forth in Section “Waivers, Acknowledgements”, the Guarantor, being jointly and severally liable with Borrower, hereby waives any benefits arising from articles 364, 827, 828, 829, 830, 834, 835, 837 and 839 of the Brazilian Civil Code and article 595 of the Brazilian Civil Procedure Code, and acknowledges the Bank's rights (or the rights of any assignee of Bank) to demand payment by the Guarantor of its claims, regardless of prior execution of Borrower's properties or claims of any existing contingent guarantee, as well as acknowledging Bank's right (or the rights of any assignee of Bank) to grant a moratorium to Borrower, should Bank (or any assignee) deem such moratorium convenient in its sole discretion. Guarantor shall, however, remain fully liable for its obligations hereunder.

FINANCIAL CONDITION.  Guarantor warrants, represents and covenants to Bank and its affiliates that on and after the date hereof:  (a) the fair saleable value of Guarantor's assets exceeds its liabilities, Guarantor is meeting its current liabilities as they mature, and Guarantor is and shall remain solvent; (b) all financial statements of Guarantor furnished to Bank are correct and accurately reflect the financial condition of Guarantor as of the respective dates thereof; (c) since the date of such financial statements, there has not occurred a material adverse change in the financial condition of Guarantor; (d) except for those listed in Schedule B hereto, there are not now pending any court or administrative proceedings or undischarged judgments against Guarantor, no federal or state tax liens have been filed or to the best of Guarantor’s knowledge, threatened against Guarantor, and Guarantor is not in default or claimed default under any agreement; and (e) at such reasonable times as Bank requests, Guarantor will furnish Bank and its affiliates with such other financial information as Bank and its affiliates may reasonably request.

INTEREST AND APPLICATION OF PAYMENTS.  Regardless of any other provision of this Guaranty or other Loan Documents, if for any reason the effective interest on any of the Guaranteed Obligations should exceed the maximum lawful interest, the effective interest shall be deemed reduced to and shall be such maximum lawful interest, and any sums of interest which have been collected in excess of such maximum lawful interest shall be applied as a credit against the unpaid principal balance of the

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Guaranteed Obligations.  Monies received from any source by Bank or its affiliates for application toward payment of the Guaranteed Obligations may be applied to such Guaranteed Obligations in any manner or order deemed appropriate by Bank and its affiliates.

DEFAULT.  If any of the following events occur, a default ("Default") under this Guaranty shall exist:  (a) failure of timely payment or performance of the Guaranteed Obligations or a default under any Loan Document; (b) a breach of any agreement or representation contained or referred to in the Guaranty, or any of the Loan Documents, or contained in any other contract or agreement of Guarantor with Bank or its affiliates, whether now existing or hereafter arising; (c) the death of, appointment of a guardian for, dissolution of, termination of existence of, loss of good standing status by, appointment of a receiver for, assignment for the benefit of creditors of, or the commencement of any insolvency or bankruptcy proceeding by or against Guarantor or any general partner of or the holder(s) of the majority ownership interests of Guarantor; and/or (d) Bank determines in good faith, in its sole discretion, that the prospects for payment or performance of the Guaranteed Obligations are impaired or a material adverse change has occurred in the business or prospects of Borrower or Guarantor, financial or otherwise.

If a Default occurs, and the Guarantor fails to cure such default to Bank’s satisfaction within thirty (30) days of the receipt of written notice from Bank demanding such default to be cured, the Guaranteed Obligations shall be due immediately and payable without notice, other than Guaranteed Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) with Bank or its affiliates, which shall be due in accordance with and governed by the provisions of said swap agreements, and, Bank and its affiliates may exercise any rights and remedies as provided in this Guaranty and other Loan Documents, or as provided at law or equity.  Guarantor shall pay interest on the Guaranteed Obligations from such Default at the highest rate of interest charged on any of the Guaranteed Obligations.

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

SUBORDINATION OF OTHER DEBTS.  Guarantor agrees:  (a) to subordinate the obligations now or hereafter owed by Borrower to Guarantor ("Subordinated Debt") to any and all obligations of Borrower to Bank or its affiliates now or hereafter existing while this Guaranty is in effect, provided however that Guarantor may receive regularly scheduled principal and interest payments on the Subordinated Debt so long as (i) all sums due and payable by Borrower to Bank and its affiliates have been paid in full on or prior to such date, and (ii) no event or condition which constitutes or which with notice or the lapse or time would constitute an event of default with respect to the Guaranteed Obligations shall be continuing on or as of the payment date; (b) Guarantor will either place a legend indicating such subordination on every note, ledger page or other document evidencing any part of the Subordinated Debt or deliver such documents to Bank; and (c) except as permitted by this paragraph, Guarantor will not request or accept payment of or any security for any part of the Subordinated Debt, and any proceeds of the Subordinated Debt paid to Guarantor, through error or otherwise, shall immediately be forwarded to Bank by Guarantor, properly endorsed to the order of Bank, to apply to the Guaranteed Obligations.

TERM AND TERMINATION. This Guaranty shall remain in full force and effect until all of the Guaranteed Obligations have been discharged in full.

MISCELLANEOUS.  Assignment.  This Guaranty 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 Guaranty and other Loan Documents are freely assignable, in whole or in part, by Bank.  Any assignment shall not release Guarantor from the Guaranteed Obligations until the obligations and liabilities of Guarantor hereunder shall have been satisfied by full and final

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payment and performance. Guarantor agrees, at the request of Bank, to confirm in writing to the assignee or transferee its consent to any such assignment, transfer or other disposition by Bank and to provide to such assignee or transferee such documentation as Bank may reasonably require in connection therewith. Guarantor may not assign or transfer its rights or obligations under this Guaranty.  Organization; Powers.  Guarantor (i) is (a) an adult individual and is sui juris, or (b) a corporation, general partnership, limited partnership, limited liability company or other legal entity (as indicated below), duly organized, validly existing and in good standing under the laws of its state of organization, and is authorized to do business in each other jurisdiction wherein its ownership of property or conduct of business legally requires such organization, (ii) has the power and authority to own its properties and assets and to carry on its business as now being conducted and as now contemplated; and (iii) has the power and authority to execute, deliver and perform, and by all necessary action has authorized the execution, delivery and performance of, all of its obligations under this Guaranty and any other Loan Document to which it is a party.  Applicable Law; Conflict Between Documents.  This Guaranty shall be governed by and interpreted in accordance with federal law and, except as preempted by federal law, 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 Guaranty should conflict with the terms of any commitment letter that survives closing, the terms of this Guaranty shall control.  Guarantor's Accounts.  Except as prohibited by law, Guarantor grants Bank and its affiliates a security interest in all of Guarantor's deposit accounts and investment properties maintained with Bank and its affiliates.  Jurisdiction.  Guarantor irrevocably agrees to non-exclusive personal jurisdiction in the state named in Bank's address on the first page hereof. Guarantor hereby agrees to the jurisdiction of such courts and agree that they will not invoke the doctrine of forum non conveniens or other similar defenses. Guarantor does hereby irrevocably appoint Borrower as its attorney-in-fact for the purpose of receiving any notice required hereunder and service of process in any action, suit, or proceeding in connection with this Guaranty and the Guaranteed Obligations.  Severability.  If any provision of this Guaranty 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 Guaranty or other Loan Documents.  Payments.  All payments shall be mailed to Commercial Loan Services, P. O. Box 740502, Atlanta, GA 30374-0502. Notices.  Any notices to Guarantor shall be sufficiently given if in writing and mailed or delivered to Guarantor at Borrower’s address informed above, and to Bank, if in writing and mailed or delivered to Wachovia Bank, National Association, Mail Code VA7628, P.O. Box 13327, Roanoke, VA  24040 or Wachovia Bank, National Association, Mail Code VA7628, 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 (as process agent for Guarantor) changes address at any time prior to the date the Guaranteed Obligations are paid in full, Guarantor agrees to promptly give written notice of said change of address to Bank 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.  Binding Contract.  Guarantor by execution of and Bank by acceptance of this Guaranty agree that each party is bound to all terms and provisions of this Guaranty.  Amendments, Waivers and Remedies.  No waivers, amendments or modifications of this Guaranty and other Loan Documents shall be valid unless in writing and signed by an officer of Bank.  No waiver by Bank or its affiliates of any Default 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 or its affiliates in exercising any right, power, or privilege granted pursuant to this Guaranty and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege.  All remedies available to Bank or its affiliates with respect to this Guaranty and other Loan Documents and remedies available at law or in equity shall be cumulative and may be pursued concurrently or successively.  Partnerships.  If Guarantor is a partnership, the obligations, liabilities and agreements on the part of Guarantor shall remain in full force and effect and fully applicable notwithstanding any changes in the individuals comprising the partnership.  The term "Guarantor" includes any altered or successive partnerships, and predecessor partnership(s) and the partners shall not be released from any obligations or liabilities hereunder.  Loan Documents.  The term "Loan

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Documents" refers to all documents executed in connection with or related to the Guaranteed Obligations and may include, without limitation, commitment letters that survive closing, loan agreements, other guaranty agreements, security agreements, instruments, financing statements, mortgages, deeds of trust, deeds to secure debt, letters of credit and any amendments or supplements (excluding swap agreements as defined in 11 U.S.C. § 101, as in effect from time to time).  Currency Indemnity.  All amounts to be paid hereunder shall be paid in the lawful currency of the United States of America ("Dollars"), in immediately available funds.  Guarantor acknowledges that the specification of Dollars in the Guaranteed Obligations is of the essence and that Dollars shall be the currency of account in any and all events.  The obligations of Guarantor hereunder shall not be discharged by an amount paid in another currency, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on prompt conversion to Dollars and transfer to Commercial Loan Services (as provided in “Payments” above) under normal banking procedures does not yield the amount of Dollars owing to Bank.  If Bank receives an amount in respect of Guarantor’s liability under this Guarantee or if such liability is converted into a claim, proof, judgment or order in a currency other than Dollars, Guarantor will indemnify Bank as an independent obligation against any loss arising out of or as a result of such receipt or conversion.  If the amount received by Bank, when converted into Dollars (at the market rate at which Bank is able on the relevant date to purchase Dollars with that other currency) is less than the amount owed in Dollars Guarantor will, forthwith on demand, pay to Bank an amount in Dollars equal to the deficit.  In addition, Guarantor waives any right it may have in any jurisdiction to pay any amount due or to become due hereunder in a currency other than Dollars.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.  Final Agreement.  This Agreement and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent agreements of the parties.  There are no unwritten agreements between the parties.

FINANCIAL AND OTHER INFORMATION.  Guarantor shall deliver to Bank such information as Bank may reasonably request from time to time, including without limitation, financial statements and information pertaining to Guarantor's financial condition.  Such information shall be true, complete, and accurate.

NEGATIVE COVENANTS.  To the extent it may lawfully do so, Guarantor agrees that from the date hereof and until final payment in full of the Guaranteed Obligations, unless Bank shall otherwise consent in writing, Guarantor will not:   Change in Fiscal Year.  Change its fiscal year.  Change of Control.  Make or suffer a change of ownership that effectively changes control of Guarantor from current ownership.  Encumbrances.  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) security interests required by the Loan Documents; (ii) liens for taxes contested in good faith; or (iii) Permitted Liens, as set forth in Schedule C attached hereto Guarantees.  Guarantee or otherwise become responsible for obligations of any other person or persons, except to obligations of Prestserv Serviços Ltda., an affiliate of the Guarantor, other than the endorsement of checks and drafts for collection in the ordinary course of business.  Investments.  Purchase any stock, securities, or evidence of indebtedness of any other person or entity except investments in direct or indirect obligations of the United States Government, other highly liquid investments graded AAA or the equivalent within the United States of America (and with exception for certain investments held in China and Mexico), and certificates of deposit of United States commercial banks having a tier 1 capital ratio of not less than 6% and then in an amount not exceeding 10% of the issuing bank’s unimpaired capital and surplus, or other

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specific investment options, to be determined. Default on Other Contracts or Obligations.  Default on any material contract with or obligation when due to a third party or default in the performance of any obligation to a third party incurred for money borrowed.  Government Intervention.  Permit the assertion or making of any seizure, vesting or intervention by or under authority of any governmental entity, as a result of which the management of Guarantor or any guarantor is displaced of its authority in the conduct of its respective business or such business is curtailed or materially impaired.  Judgment Entered.  Permit the entry of any monetary judgment or the assessment against, the filing of any tax lien against, or the issuance of any writ of garnishment or attachment against any property of or debts due Borrower in an amount in excess of $100,000.00 which is not discharged or execution is not stayed within 45 days of entry.  Prepayment of Other Debt.  Retire any long-term debt entered into prior to the date of this Agreement at a date in advance of its legal obligation to do so.  Retire or Repurchase Capital Stock.  Retire or otherwise acquire any of its capital stock in excess of $1,000,000.00 or pay annual cash dividends in excess of $1,000,000.00 annually.

TAX RETURNS.  Guarantor shall deliver to Bank, within 30 days of filing, complete copies of federal and state tax returns, as applicable, together with all schedules thereto, each of which shall be signed and certified by Guarantor to be true and complete copies of such returns.  In the event an extension is filed, Guarantor shall deliver a copy of the extension within 30 days of filing.

WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OFGUARANTORBY 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 GUARANTY, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THISGUARANTY, 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 THISGUARANTY. 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 GUARANTY.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, Guarantor, on the day and year first written above, has caused this Unconditional Guaranty to be duly executed by its duly authorized signatories.

Qualytextil S.A.

By:	/s/ MiguelG.Bastos	By:	/s/ Elder Marcos Vieira da Conceicao
Name:	Miguel G. Bastos	Name:	Elder Marcos Vieira da Conceicao
Title:	Administrator	Title:	Officer

Witnesses:

1.

Name:

ID:

2.

Name:

ID:

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SCHEDULE A

to the UNCONDITIONAL GUARANTY AGREEMENT

SECOND AMENDED AND RESTATED PROMISSORY NOTE

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SCHEDULE B

to the UNCONDITIONAL GUARANTY AGREEMENT

1) Administrative procedure n. 12689.000553/2004-91

Date: 25/05/2004

Object: seek authorization to a Trading company import goods on Qualytextil's behalf

2) Administrative procedure n. 19647.005986/2004-79

Date: 29/06/2004

Object: Rectify import/export documents

3) Law suit n. 1944969-5/2008

13th court of Salvador/BA

Plaintiff: Qualytextil S/A

Defendant: Datasoft Consultoria em Tecnologia da Informatica Ltda and Datasul S.A.

Object: seek a court order to allow Qualytextil not pay its debts with defendants due to defendants default in the agreement between parties

Amount related: R$150,000.00

4) Tax deficiency notice 108595.0002/07-4

Date: 27/06/2007

Object: payment of ICMS (state VAT)

Amount related: R$ 1.163.865.84 + R$ 8,598.50

5) Writ of mandamus 2006.33.00.017223-0

Date: 06/11/2006

Object: aims the exclusion of ICMS (state VAT) from PIS and COFINS assessable basis

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SCHEDULE C

to the UNCONDITIONAL GUARANTY AGREEMENT

PERMITTED LIENS

LIST OF CURRENT ACCOUNTS OVERDRAFT

1) Bank: Banco Bradesco S.A.

Agreement N. 1.917.168

Purpose: credit facility to the cash flow of Qualytextil S.A. in the maximum amount of R$ 100,000.00

Guaranty: endorsement (aval)

Guarantor: Miguel Antonio dos Guimarães Bastos

2) Bank: Banco Itaú S.A.

Agreement N.: N/A

Purpose: credit facility to the cash flow of Qualytextil S.A. in the maximum amount of R$ 700,000.00

Guaranty: account receivables of Qualytextil S.A. (not specified in the Agreement) and promissory note.

Guarantors: Miguel Antonio dos Guimarães Bastos and Elder Marcos Vieira da Conceição.

3) Bank: Banco do Nordeste do Brasil S.A.

Agreement N.: 187.2007.2141.812

Purpose: credit facility to the cash flow of Qualytextil S.A. in the maximum amount of R$ 700,000.00

Guaranty: unconditional guaranty (fiança)

Guarantors (fiadores): Miguel Antonio dos Guimarães Bastos, Elder Marcos Vieira da Conceição, Conceição Maria Passos de Queiroz, Marcia Cristina Vieira da Conceição and Elton de Carvalho Antunes.

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EX-10.13

Exhibit 10.13

QUOTA PLEDGE AGREEMENT

This Quota Pledge Agreement (the “Agreement”) is made as of May 13, 2008 and among:

(a) LAKELAND INDUSTRIES, INC., a Delaware corporation, with its registered office at 701-07 Koehler Avenue, Ronkonkoma, New York  11779, herein represented by its duly authorized signatories (the “Borrower”);

(b) CHRISTOPHER J. RYAN, American citizen, married, chief executive officer, with office at Koehler Avenue, 701, zip code 11779, at Ronkonkoma, New York State (“Chris” and together with Borrower, the “Grantors”);

(c) WACHOVIA BANK, National Association, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 43rd Floor, New York, New York  10017, (the “Bank”), represented in accordance with its corporate documents;

(d) QUALYTEXTIL S/A, a corporation (sociedade por ações), duly organized and existing in accordance with the laws of Brazil, with its head office in the City of Salvador, State of Bahia, at Rua Luxemburgo, s/n.º, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 04.011.170/0001-22, herein represented in accordance with its Charter Documents (together with its successors and permitted assigns, “Qualytextil”); and

(e) LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., a limited company (sociedade empresária limitada) duly organized and existing in accordance with the laws of Brazil,  with its head office in the City of São Paulo, State of São Paulo, at Av. Bernardino de Campos, 98, sala 09, 14º andar, CEP 04004-040, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 09.484.003/0001-12, herein duly represented in accordance with its Articles of Association (together with its successors and permitted assigns, “Lakeland do Brasil”).

W I T N E S S E T H:

WHEREAS, pursuant to the Loan Agreement, dated July 7, 2005, as amended by the Third Modification Agreement and Reaffirmation of Guarantee dated of even date hereof entered into by and between the Borrower and the Bank (as amended, supplemented, restated or otherwise modified and in effect from time to time the “Credit Agreement”), the Bank has agreed to loan to Borrower a $ 30,000,000 revolving line of credit to be used for the purchase by Borrower of the totality of shares of Qualytextil;

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WHEREAS, after the execution of a Share Purchase Agreement by and among Lakeland do Brasil, Borrower, Qualytextil and its shareholders, Lakeland do Brasil shall be the legal owner of 1,507,701 shares, being 1,492,624 shares of common stock and 15,077 shares of Class A preferred stock, without par value, representing, in the aggregate, 100% of the Capital Stock of the Qualytextil;

WHEREAS, it is a condition precedent of the Credit Agreement that Borrower causes to be created in favor of the Bank, a security interest over the totality of the quotas of Lakeland do Brasil to secure Borrower’s obligations arising from the Credit Agreement;

WHEREAS Grantors have agreed to pledge the totality of their quotas in all of its forms in favor of the Bank;

WHEREAS, it is a condition precedent to the obligations of the Bank to grant the Loan under the Credit Agreement that this Agreement shall have been executed and delivered and shall be in full force and effect.

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

1.            Defined Terms.

(a)           Capitalized terms used and not otherwise defined in this Agreement are used herein with the same meanings ascribed to such terms in the Credit Agreement. All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

“Obligations" means all debts, liabilities and obligations of any kind (monetary or otherwise, whether absolute or contingent, matured or unmatured) of the Borrower now existing or hereafter arising under or in connection with the Credit Agreement, and the principal of and premium, if any, and interest (including interest accruing during the pendency of bankruptcy or insolvency proceeding) on the loans made to the Borrower thereunder.

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, or other priority or preferential arrangement of any kind or nature whatsoever, to secure payment of a debt or performance of an obligation.

"Person" means any natural person, corporation, limited liability company, partnership, joint venture, association, trust or unincorporated organization, governmental authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“Pledged Quotas” shall have the meaning ascribed to such term in Section 2(ii).

“Secured Obligations” shall have the meaning ascribed to such term in Section 2.

"Secured Parties" means the Bank and, in each case, its respective successors, transferees and assigns.

“Quotas” shall have the meaning ascribed to such term in Section 2(i).

2.            Pledge; Grant of Security Interest.  In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations, which, for the purposes of Article 1,424 of the Brazilian Civil Code, are described in Schedule A hereto (and which Borrower hereby acknowledges and recognizes for all legal purposes), and all of the obligations of Borrower owing to the Bank (collectively, the “Secured Obligations”), Grantors hereby pledge to the Secured Parties, pursuant to the provisions of Articles 1,451 et seq. of the Brazilian Civil Code (Federal Law no. 10,406/02) and Article 39 of Federal Law no. 6,404/76 (the Brazilian Corporations Act, as amended), the following, whether now existing or hereafter acquired:

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(i)            the quotas held by the Grantors, as indicated in Schedule B hereto (as amended from time to time), representing on the date hereof the percentage of 100% of the Capital Stock of Lakeland do Brasil (the “Quotas”);

(ii)           all additional quotas in the Capital Stock of Lakeland do Brasil which may from time to time be subscribed, purchased or acquired by the Grantors in any manner (including, but not limited to, any additional quotas acquired by consolidation, merger, exchange of stock, stock split, or corporate reorganization or otherwise), whether or not in addition to, in substitution of, as a conversion of or in exchange for any quotas of Lakeland do Brasil held by the Grantors, together with all options, warrants or rights of any nature whatsoever that may be issued or granted by Lakeland do Brasil to Grantors in respect of their interest in Lakeland do Brasil while this Agreement is in effect (“Additional Quotas” and, together with the Quotas , the “Pledged Quotas”); and

(iii)           all profits, income, cash, rights, distributions, interests on capital and all other amounts received, receivable or otherwise distributed to it upon any collection, exchange, sale or other disposition of any of the Pledged Quotas, and any property into which any of the Pledged Quotas is converted (including any deposits, securities or negotiable instruments).

3.            Registration of the Pledge of the Pledged Quotas.

(a)           Grantors shall, (i) establish a first priority security interest over the Pledged Quotas by registering this Agreement, within 20 (twenty) days of the execution date hereof (or of any Amendment, as the case may be), and any amendment to this Agreement within 20 (twenty) days of the execution date thereof, with the relevant Registry of Titles and Deeds (Cartório de Registro de Títulos e Documentos) in Brazil, pursuant toArticle 130 of Federal Law no. 6,015/73(Public Registry Act, as amended), and (ii) promptly furnish to the Bank evidence of such registration in form and substance reasonably satisfactory to the Bank. All expenses incurred in connection with such registrationsshall be borne by the Borrower.

(b)           If any Pledged Quotas are held in custody by a third party, immediately after the execution of this Agreement, or any issuance, receipt or acquisition of any Additional Quotas, Grantors shall furnish to the Bank a statement of the custody account with the custodian of the Pledged Quotas evidencing the first priority pledge created hereunder in form and substance reasonably satisfactory to the Bank.

(c)           Grantors shall immediately (but in any event not later than 7 (seven) business days) after the execution of this Agreement or, whenever applicable, after any issuance, receipt or acquisition of any Additional Quotas, file an amendment to the articles of association of Lakeland do Brasil with the Commercial Registry of the State of São Paulo (Junta Comercial do Estado de São Paulo) in order to evidence the creation of the Lien contemplated hereunder, which articles of association, as amended, must include the following language:

"The totality of quotas of the capital stock of the quotaholders is pledged to the Secured Parties under the Loan Agreement dated as of July 7, 2005, as amended by the Third Modification Agreement and Reaffirmation of Guarantee dated as of May [•], 2008, entered into by and between the Lakeland Industries, Inc. and Wachovia Bank, National Association (the "Credit Agreement"), as provided in the quota pledge agreement, entered into on May [•], 2008, by and among the quotaholders, the Wachovia Bank, National Association, the Company and Qualytextil S.A. (the "Quota Pledge Agreement") in order to secure all of the obligations of the Lakeland Industries, Inc. under the Credit Agreement and the obligations under the Quota Pledge Agreement. The pledge created under the Quota Pledge Agreement shall be extended to any new quotas issued or distributed by the Company to the quotaholders, as well as shares issued thereby in case of modification of the corporate form of the Company, being thus fully agreed and understood that the total amount of pledged quotas pursuant to the Quota Pledge Agreement shall always correspond to 100% of the interest of the quotaholders held in the capital stock of the Company."

(d)           Grantors shall deliver to Bank evidence of the filing of the amendment to the articles of association of Lakeland do Brasil and, as soon as the registration of the amendment of the articles of association of the Lakeland do Brasil is obtained, evidence of such registration.

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(e)           Grantors hereby undertake to maintain the notation of the lien created hereby or in connection with any Pledged Quotas in full force and effect in the articles of association of Lakeland do Brasil until the Secured Obligations are paid in full.

4.            Representations and Warranties. Grantors represent and warrant to each Secured Party as of the date hereof, as of the date of any Amendment and as of the date of any Disbursement or any other date that the following representations and warranties are required to be made or are deemed to be made pursuant to this Agreement, to the Credit Agreement or any other financing document, that:

(a)           Lakeland do Brasil is a corporation duly organized and validly existing and in good standing under the laws of Brazil, and it has all requisite corporate power, authority and legal right under the laws of such jurisdiction to enter into and perform their obligations under this Agreement;

(b)           No consent, approval, authorization or other order of any Person is required for (i) the legality, validity, perfection or enforcement of the security interest created hereby; (ii) the execution and delivery of this Agreement by the Borrower, by the Grantors, or (iii) for the exercise by the Secured Parties of the remedies in respect of the Pledged Quotas pursuant to this Agreement, except (x) consents, approvals, authorizations or other orders that shall be obtained as set forth herein and (y) as may be required in connection with the disposition of the Pledged Quotas by laws affecting the offering and sale of securities generally;

(c)           the security interest created hereby will, upon completion of the filings and registrations required by Section 3 hereof, constitute a legal, valid, perfected and enforceable first priority security interest in the Pledged Quotas, securing the payment of the Obligations, enforceable in accordance with the terms hereof against Grantors and all creditors of Grantors, in each case; provided, however, that any security interest to be created hereby on any Pledged Quota which has not been issued to, or received or acquired by, Grantors on or before the date hereof shall be deemed to have been created, perfected and to be in full force only (i) after such Pledged Quotas is issued to, or received or acquired by, Grantors, and (ii) on the date when the lien of the Secured Parties thereon, has been registered as provided in Section 3 hereof, or as may be in the future required by applicable law;

(e)           (i) Schedule B hereto completely and accurately sets forth the number of Quotas of Lakeland do Brasil owned by the Grantors. Grantors are the legal and record owners of, and has title to, its quotas of the capital stock of Lakeland do Brasil (as such quotas set forth on Schedule B hereto), free of any and all Liens except for the Lien created hereunder. The Pledged Quotas have been duly authorized and validly issued in compliance with applicable securities laws and are fully paid and nonassessable. There are no outstanding warrants, options, subscriptions, reserved quotas or other contractual arrangements for the purchase of the Pledged Quotas, and there are no outstanding arrangements, preemptive rights, redemption rights or any other rights or claims of any character relating to the issuance, purchase, repurchase, redemption, transfer, voting or preemptive rights with respect to the Pledged Quotas that restrict the transfer of, require the issuance of, or otherwise relate to the Capital Stock of the Borrower, in either case that would affect the pledge hereunder; and

(f)           Grantors have all the requisite power and authority to execute, deliver and perform this Agreement and to pledge the Pledged Quotas.

5.            Covenants. Grantors (as the case may be) covenant and agree that:

(a)           Grantors shall not (i) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to any of the Pledged Quotas, or any interest therein, except for the security interest created hereby, or (ii) sell, assign, transfer, exchange, or otherwise dispose of the Pledged Quotas;

(b)           Grantors shall, upon request of the Bank, and as provided in the Credit Agreement, enter into Amendments to this Agreement in form and substance reasonably satisfactory to the Bank in order to include any other Person as a Secured Party hereunder, and shall register such Amendment in accordance with Section 3 hereof;

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(c)           Grantors shall pay, before any fine, penalty, interest or cost attaches thereto, all taxes, assessments and other charges or levies now or hereafter assessed or levied against the Pledged Quotas pledged by the Grantors hereunder, and shall pay, or cause to be paid, all claims which, if unpaid, would reasonably be expected to become a Lien thereon, except for taxes, assessments and other charges, levies or claims that are subject to a good faith contest;

(d)           Grantors  shall, upon receipt of a notification of the Bank stating that an Event of Default has occurred and is continuing, comply (notwithstanding any notice or other communication to the contrary from any other Person) with all reasonable written instructions received by it from the Bank in connection with this Agreement;

(e)           Grantors shall, promptly upon request, provide the Bank all information and evidence it may reasonably request concerning the Pledged Quotas to enable the Secured Parties (directly or through any of their respective successors or assigns) to enforce the provisions of this Agreement;

(f)           Grantors shall not enter into any agreement that could reasonably be expected to restrict or inhibit the Secured Parties’ rights or ability to sell or otherwise dispose of the Pledged Quotas or any part thereof after the occurrence of an Event of Default.

6.            Further Assurance. Grantors shall execute such further documents and instruments as may be required from time to time to enable the Secured Parties to protect the rights created hereby in connection with the Pledged Quotas or any part thereof or the exercise by the Bank of any of the rights, powers, authorities and discretions vested in it by this Agreement. In addition, Grantors will defend the right, title and interest of the Secured Parties in and to the Pledged Quotas against the claims and demands of all Persons whomsoever.

7.            Voting Rights after an Event of Default. After the occurrence and during the continuation of an Event of Default, Borrower shall not exercise any voting, consent and other rights in respect of the Pledged Quotas unless in accordance with the written instructions of the Bank. Nothing contained in this Agreement shall be interpreted to require Borrower to transfer voting, consent or subscription rights to the Secured Parties.

8.            Remedies.

(a)           Without prejudice to the foregoing provisions, upon (i) the occurrence and during the continuation of an Event of Default and (ii) delivery of a notification to the Grantors and the Borrower (notwithstanding any notice or other communication to the contrary from any other Person), the Bank (directly or through the Bank, or any of their respective agents, successors or assigns) is hereby irrevocably authorized and entitled to dispose of, collect, receive, appropriate and/or realize upon the Pledged Quotas (or any part thereof) and may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Pledged Quotas or any part thereof at market price, and upon market terms and conditions, subject to Brazilian applicable law, irrespective of any prior or subsequent notice to Lakeland do Brasil or the Grantors, in accordance with the provisions set forth in Articles 1,433 Item IV of the Brazilian Civil Code. Any notice by the Bank that an Event of Default has occurred and is continuing or has ceased or has been waived shall be conclusive as against Lakeland do Brasil, Grantors and all other third parties (notwithstanding any notice or other communication to the contrary from any other Person).

(b)           In accordance with Articles 684 and 1,433 Item IV of the Brazilian Civil Code and as a means to comply with the obligations set forth herein, Grantors hereby irrevocably appoint the Bank as their attorney-in-fact, and for such purpose Grantors have executed and delivered to the Bank on the date hereof a power-of-attorney in form and substance satisfactory to the Bank. Grantors agree to deliver an equivalent power-of-attorney to any successor Bank and otherwise as necessary to ensure that the Bank has powers to carry out the acts and rights specified herein.

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10.           Application of Proceeds. Any monies received by any of the Secured Parties through the exercise of remedies pursuant to Section 8(a) hereof shall be applied in accordance with the terms of the Credit Agreement. After payment in full of the Secured Obligations, any such monies so received in excess of the Obligations shall be returned promptly to Borrower.

11.           Amendments, etc. with Respect to the Secured Obligations. Grantors shall remain obligated hereunder, and the Pledged Quotas shall remain subject to the first priority security interests granted hereby, at all times until termination of this Agreement pursuant to Section 15, without limitation and without any reservation of rights against Lakeland do Brasil and the Grantors, and without notice to or further assent by the Lakeland do Brasil or the Grantors, notwithstanding:

(a)           any change in the time, manner, place, amount or currency of payment of the Obligations under any Financing Document;

(b)           any action (or failure to take any action) by the Secured Parties under or in respect of the Credit Agreement in the exercise of any remedy, power or privilege contained therein or at law, equity or otherwise, or waiver of any remedy, power, privilege or extension of the time for performance of any obligation under the Credit Agreement; and

(c)           the sale, exchange, waiver, surrender or release of any guaranty, right to setoff or other collateral security at any time held by the Bank in its name or for the benefit of the Bank for the payment of the Obligations.

12.           Dividends and Events of Default. For the purposes of Article 1,457 of the Brazilian Civil Code, so long as no Event of Default has occurred and is continuing all dividends payable in respect of the Pledged Quotas shall be paid to the Grantors.

13.           Certain Waivers by Grantors. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held as security for the Secured Obligations or any property subject thereto except as required by applicable law with respect to any Pledged Quotas.

14.           Pursuit of Rights and Remedies against Lakeland do Brasil and the Grantors. When pursuing its rights and remedies hereunder against Lakeland do Brasil and the Grantors, Secured Parties (directly or through the Bank, or any of their respective agents, successors or assigns) may, but shall be under no obligation (except as required by applicable law) to, pursue such rights and remedies as it may have against any third party or against any collateral security for or guaranty of the Secured Obligations or any right of offset with respect thereto, and any failure by the Secured Parties (directly or through the Bank, or any of their respective agents, successors or assigns) to pursue such other rights or remedies or to collect any payments from such third party or to realize upon any such collateral security or guaranty or to exercise any such right to setoff, or any release of such third party or of any such collateral security or guaranty or right of offset, shall not relieve Lakeland do Brasil or the Grantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of applicable law, of the Bank.

15.           Termination and Release. Upon payment in full of the Secured Obligations, this Agreement shall be terminated and the first priority security interests created hereby shall be released, at the Grantors expense.  No release of this Agreement, or of the Lien created and evidenced hereby, shall be valid unless executed by the Bank.  Upon Grantors request and at the Grantors expense, the Bank shall promptly execute and deliver to Grantors all documents reasonably necessary to evidence such termination and release in accordance with this Section 15.

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16.           Cumulative Remedies. The rights, powers and remedies of the Secured Parties under this Agreement are cumulative and shall be in addition to all rights, powers and remedies available to the Secured Parties pursuant to the Credit Agreement and at law, in equity or by statute and may be exercised successively or concurrently without impairing the rights of the Secured Parties hereunder.

17.           Waivers and Amendments. This Agreement and its provisions shall only be modified, amended, supplemented or waived with the express written consent of Grantors and the Bank.

18.           Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, and shall not affect any other provisions hereof or the validity, legality or enforceability of such provision in any other jurisdiction. To the extent permitted by applicable law, the parties shall in good faith negotiate and execute an Amendment to this Agreement to replace any such severed provision with a new provision that (a) reflects their original intent and (b) is valid and binding. The first priority security interest created thereby shall, to the extent permitted by applicable law, constitute a continuing first priority Lien on and perfected first priority security interest in the Pledged Quotas, in each case enforceable against Grantors in accordance with its terms.

19.           Authority of the Bank. Lakeland do Brasil and the Grantors acknowledge that any action taken by or not taken by the Bank hereunder shall be conclusively presumed to have been taken or not taken by the Bank as attorney-in-fact and representative of the Bank with full and valid authority to so act or refrain from acting in accordance with the Credit Agreement, and Lakeland do Brasil and Grantors shall be under no obligation and shall have no right to make any inquiry respecting such authority.

20.           No Impairment of Other Security Interests. The security provided for in this Agreement shall be in addition to and shall be independent of every other security that the Secured Parties (collectively or individually) may at any time hold for any of the Obligations.

21.           Complete Agreement; Successors and Assigns. This Agreement is intended by the parties as the final expression of their agreement regarding the subject matter hereof and as a complete and exclusive statement of the terms and conditions of such agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

22.           Governing Law; Jurisdiction. This Agreement shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this Agreement and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

23.           No Duty on Bank’s Part. The powers conferred on the Bank hereunder are solely to protect the Secured Parties’ interests in the Pledged Quotas and shall not impose any duty upon the Bank to exercise any such powers. None of the Bank, its officers, directors, employees or agents shall be responsible to Lakeland do Brasil or to Grantors for any act or failure to act hereunder, except to the extent caused by their willful misconduct or gross negligence.

24.           Notices. All notices and other communications provided for hereunder shall be provided in accordance with the Credit Agreement.

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25.           Specific Performance. For the purposes hereof, the Bank, as representative of the Bank, may seek the specific performance of the Secured Obligations, as provided in the Brazilian Civil Procedure Code.

26.           Language. This Agreement is being executed in English and a sworn translation of this Agreement shall be provided by Lakeland do Brasil for purposes of registry, pursuant to Section 3 hereof.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in the presence of the undersigned witnesses.

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

By: /s/ Jose Tavares Lucena

Name: Jose Tavares Lucena

Title: Administrator

CHRISTOPHER J. RYAN

By: /s/ Gary A. Pokrassa

Name: Gary A. Pokrassa

Title:  Attorney in Fact

LAKELAND INDUSTRIES, INC.

By: /s/ Gary A. Pokrassa

Name: Gary A. Pokrassa

Title:  CFO

WACHOVIA BANK

By: /s/ Roger Grossman	By: ______________________________
Name: Roger Grossman	Name:
Title: Vice President	Title:
QUALYTEXTIL S/A
By: /s/ Miguel G. Bastos	By: /s/ Elder Marcos Vieira da Conceicao
Name: Miguel G. Bastos	Name: Elder Marcos Vieira da Conceicao
Title: CFO	Title: CEO
WITNESSES:
______________________________	______________________________
Name:	Name:
ID:	ID:

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SCHEDULE A

CONDITIONS AND CHARACTERISTICS OF THE SECURED OBLIGATIONS

1) TOTAL PRINCIPAL AMOUNT OF THE SECURED OBLIGATIONS

 A sum not to exceed US$ 30,000,000.00 (thirty million United States dollars)

2) INTEREST RATE OVER THE AMOUNT EFFECTIVELY DISBURSED:

 Based on either LIBOR or LIBOR Market Index Rate, plus the Applicable Margin (equal to the percentage set forth in the table based on Borrower’s Funded Debt to EBITDA Ratio), more particularly described in the Second Amended and Restated Promissory Note attached hereto as Schedule A.1

3) MATURITY DATE OF INTEREST:

 Monthly payments of interest only commencing June 2, 2008, final payment of all accrued interest on July 7, 2010

4) REPAYMENT OF THE PRINCIPAL AMOUNT:

 Final payment of principal on July 7, 2010

5) PENALTY IN AN EVENT OF DEFAULT:

 Interest rate plus 3%.

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SCHEDULE A.1

SECOND AMENDED AND RESTATED PROMISSORY NOTE

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SCHEDULE B

DESCRIPTION OF PLEDGED QUOTAS

Name	Number of Quotas	% of Total Capital Stock (subject to rounding  adjustments)
Lakeland do Brasil Empreendimentos e Participações Ltda.	99	99%
Christopher J. Ryan	1	1%

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EX-10.14

Exhibit 10.14

SHARE PLEDGE AGREEMENT

This Share Pledge Agreement (the “Agreement”) is made as of May 13, 2008 and among:

(a)           LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., a limited company (sociedade empresária limitada) duly organized and existing in accordance with the laws of Brazil,  with its head office in the City of São Paulo, State of São Paulo, at Av. Bernardino de Campos, 98, sala 09, 14º andar, CEP 04004-040, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 09.484.003/0001-12, herein duly represented in accordance with its Articles of Association (together with its successors and permitted assigns, “Grantor”);

(b)           LAKELAND INDUSTRIES, INC., a Delaware corporation, with its registered office at 701-07 Koehler Avenue, Ronkonkoma, New York  11779, herein represented by its duly authorized signatories (the “Borrower”);

(c)           WACHOVIA BANK, National Association, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 43rd Floor, New York, New York  10017, (the “Bank”), represented in accordance with its corporate documents; and

(d)           QUALYTEXTIL S/A, a corporation (sociedade por ações), duly organized and existing in accordance with the laws of Brazil, with its head office in the City of Salvador, State of Bahia, at Rua Luxemburgo, s/n.º, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 04.011.170/0001-22, herein represented in accordance with its Charter Documents (together with its successors and permitted assigns, “Qualytextil”);

W I T N E S S E T H:

WHEREAS, pursuant to the Loan Agreement, dated July 7, 2005, as amended by the Third Modification Agreement and Reaffirmation of Guarantee dated of even date hereof entered into by and between the Borrower and the Bank (as amended, supplemented, restated or otherwise modified and in effect from time to time the “Credit Agreement”), the Bank has agreed to loan to Borrower a $ 30,000,000 revolving line of credit to be used for the purchase by Grantor of the totality of shares of Qualytextil;

WHEREAS, after the execution of a Share Purchase Agreement by and among Borrower, Qualytextil, its shareholders and Grantor, Grantor shall be the legal owner of 1,507,701 shares, being 1,492,624 shares of common stock and 15,077 shares of Class A preferred stock, without par value, representing, in the aggregate, 100% of the Capital Stock of the Qualytextil;

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WHEREAS, it is a condition precedent of the Credit Agreement that Borrower causes to be created in favor of the Bank, a security interest over the totality of shares of Qualytextil to secure Borrower’s obligations arising from the Credit Agreement;

WHEREAS Qualytextil have agreed to pledge its totality of shares in all of its forms in favor of the Bank;

WHEREAS, it is a condition precedent to the obligations of the Bank to grant the Loans under the Credit Agreement that this Agreement shall have been executed and delivered and shall be in full force and effect.

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

1.             Defined Terms.

(a)           Capitalized terms used and not otherwise defined in this Agreement are used herein with the same meanings ascribed to such terms in the Credit Agreement. All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

“Obligations" means all debts, liabilities and obligations of any kind (monetary or otherwise, whether absolute or contingent, matured or unmatured) of the Borrower now existing or hereafter arising under or in connection with the Credit Agreement, and the principal of and premium, if any, and interest (including interest accruing during the pendency of bankruptcy or insolvency proceeding) on the loans made to the Borrower thereunder.

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, or other priority or preferential arrangement of any kind or nature whatsoever, to secure payment of a debt or performance of an obligation.

"Person" means any natural person, corporation, limited liability company, partnership, joint venture, association, trust or unincorporated organization, governmental authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“Pledged Shares” shall have the meaning ascribed to such term in Section 2(ii).

“Secured Obligations” shall have the meaning ascribed to such term in Section 2.

"Secured Parties" means the Bank and, in each case, its respective successors, transferees and assigns.

“Shares” shall have the meaning ascribed to such term in Section 2(i).

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2.             Pledge; Grant of Security Interest.  In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations, which, for the purposes of Article 1,424 of the Brazilian Civil Code, are described in Schedule A hereto (and which Borrower hereby acknowledges and recognizes for all legal purposes), and all of the obligations of Borrower owing to the Bank (collectively, the “Secured Obligations”), Grantor hereby pledges to the Secured Parties, pursuant to the provisions of Articles 1,451 et seq. of the Brazilian Civil Code (Federal Law no. 10,406/02) and Article 39 of Federal Law no. 6,404/76 (the Brazilian Corporations Act, as amended), the following, whether now existing or hereafter acquired:

(i)            1,507,701 of the shares held by Grantor, as indicated in Schedule B hereto (as amended from time to time), representing on the date hereof the percentage of 100% of the Capital Stock of the Qualytextil (the “Shares”);

(ii)           all additional shares in the Capital Stock of the Qualytextil which may from time to time be subscribed, purchased or acquired by Grantor in any manner (including, but not limited to, any additional shares acquired by consolidation, merger, exchange of stock, stock split, or corporate reorganization or otherwise), whether or not in addition to, in substitution of, as a conversion of or in exchange for any shares of the Qualytextil held by Grantor, together with all options, warrants or rights of any nature whatsoever that may be issued or granted by the Qualytextil to Grantor in respect of its interest in the Qualytextil while this Agreement is in effect (“Additional Shares” and, together with the Shares , the “Pledged Shares”); and

(iii)           all profits, income, cash, rights, distributions, interests on capital and all other amounts received, receivable or otherwise distributed to it upon any collection, exchange, sale or other disposition of any of the Pledged Shares, and any property into which any of the Pledged Shares is converted (including any deposits, securities or negotiable instruments).

3.             Registration of the Pledge of the Pledged Shares .

(a)           Grantor shall (i) establish a first priority security interest over the Pledged Shares by registering this Agreement, within 20 (twenty) days of the execution date hereof (or of any Amendment, as the case may be), and any amendment to this Agreement within 20 (twenty) days of the execution date thereof, with the relevant Registry of Titles and Deeds (Cartório de Registro de Títulos e Documentos) in Brazil, pursuant to Article 130 of Federal Law no. 6,015/73 (Public Registry Act, as amended), and (ii) promptly furnish to the Bank evidence of such registration in form and substance reasonably satisfactory to the Bank.All expenses incurred in connection with such registrationsshall be borne by the Borrower.

(b)           If any Pledged Shares are held in custody by a third party, immediately after the execution of this Agreement, or any issuance, receipt or acquisition of any Additional Shares, Grantor shall furnish to the Bank a statement of the custody account with the

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custodian of the Pledged Shares evidencing the first priority pledge created hereunder in form and substance reasonably satisfactory to the Bank.

4.            Representations and Warranties. Grantor represents and warrants to each Secured Party as of the date hereof, as of the date of any Amendment and as of the date of any Disbursement or any other date that the following representations and warranties are required to be made or are deemed to be made pursuant to this Agreement, to the Credit Agreement or any other financing document, that:

(a)           the Grantor and the Qualytextil are corporations duly organized and validly existing and in good standing under the laws of Brazil, and they have all requisite corporate power, authority and legal right under the laws of such jurisdiction to enter into and perform their obligations under this Agreement;

(b)           No consent, approval, authorization or other order of any Person is required for (i) the legality, validity, perfection or enforcement of the security interest created hereby; (ii) the execution and delivery of this Agreement by the Borrower, by the Grantor and the Qualytextil, or (iii) for the exercise by the Secured Parties of the remedies in respect of the Pledged Shares pursuant to this Agreement, except (x) consents, approvals, authorizations or other orders that shall be obtained as set forth herein and (y) as may be required in connection with the disposition of the Pledged Shares by laws affecting the offering and sale of securities generally;

(c)           the security interest created hereby will, upon completion of the filings and registrations required by Section 3 hereof, constitute a legal, valid, perfected and enforceable first priority security interest in the Pledged Shares, securing the payment of the Obligations, enforceable in accordance with the terms hereof against Grantor and all creditors of Grantor, in each case; provided, however, that any security interest to be created hereby on any Pledged Share which has not been issued to, or received or acquired by, Grantor on or before the date hereof shall be deemed to have been created, perfected and to be in full force only (i) after such Pledged Shares is issued to, or received or acquired by, Grantor, and (ii) on the date when the lien of the Secured Parties thereon, has been registered as provided in Section 3 hereof, or as may be in the future required by applicable law;

(d)           (i) Schedule B hereto completely and accurately sets forth the number of Shares of the Qualytextil owned by Grantor, as well as the corresponding amount in Reais of the capital stock of the Qualytextil and (ii) Except for three (3) shares, being one (1) share to each Director nominated by Grantor, for appointment to the Board of Directors of Qualytextil in order to comply with the requirements of Article 146 of the Brazilian Corporations Law, Grantor is the legal and record owner of, and has title to, its shares of the capital stock of the Qualytextil (as such share (quota) is set forth on Schedule B hereto), free of any and all Liens except for the Lien created hereunder.  The Pledged Shares have been duly authorized and validly issued in compliance with applicable securities laws and are fully paid and nonassessable. There are no outstanding warrants,

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options, subscriptions, reserved shares or other contractual arrangements for the purchase of the Pledged Shares, and there are no outstanding arrangements, preemptive rights, redemption rights or any other rights or claims of any character relating to the issuance, purchase, repurchase, redemption, transfer, voting or preemptive rights with respect to the Pledged Shares that restrict the transfer of, require the issuance of, or otherwise relate to the Capital Stock of the Borrower, in either case that would affect the pledge hereunder; and

(e)           Grantor  has all the requisite power and authority to execute, deliver and perform this Agreement and to pledge the Pledged Shares.

5.            Covenants. Borrower, Grantor and the Qualytextil (as the case may be) covenant and agree that:

(a)           if Grantor shall acquire (by purchase or otherwise) any Additional Shares at any time after the date hereof, Borrower, Grantor and the Qualytextil shall promptly (i) execute an amendment to this Agreement and deliver such amendment to the Bank (each, after due execution by the Bank, an “Amendment”) in order to extend the Lien created hereunder to such Additional Shares, and (ii) provide the required filings and register the pledge of such Additional Shares in accordance with the provisions of Section 3 hereof or take such other actions as may otherwise be required by applicable law to extend such Lien;

(b)           Grantor shall not (i) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to any of the Pledged Shares, or any interest therein, except for the security interest created hereby, or (ii) sell, assign, transfer, exchange, or otherwise dispose of the Pledged Shares;

(c)           Borrower, Grantor and Qualytextil shall, upon request of the Bank, and as provided in the Credit Agreement, enter into Amendments to this Agreement in form and substance reasonably satisfactory to the Bank in order to include any other Person as a Secured Party hereunder, and shall register such Amendment in accordance with Section 3 hereof;

(d)           Grantor shall pay, before any fine, penalty, interest or cost attaches thereto, all taxes, assessments and other charges or levies now or hereafter assessed or levied against the Pledged Shares pledged by Grantor hereunder, and shall pay, or cause to be paid, all claims which, if unpaid, would reasonably be expected to become a Lien thereon, except for taxes, assessments and other charges, levies or claims that are subject to a good faith contest;

(e)           Grantor and the Qualytextil shall, upon receipt of a notification of the Bank stating that an Event of Default has occurred and is continuing, comply (notwithstanding any notice or other communication to the contrary from any other Person) with all reasonable written instructions received by it from the Bank in connection with this Agreement;

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(f) Grantor shall, promptly upon request, provide the Bank all information and evidence it may reasonably request concerning the Pledged Shares to enable the Secured Parties (directly or through any of their respective successors or assigns) to enforce the provisions of this Agreement;

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(g) Grantor shall not enter into, and shall make all reasonable efforts to prevent the Qualytextil from entering into, any agreement that could reasonably be expected to restrict or inhibit the Secured Parties’ rights or ability to sell or otherwise dispose of the Pledged Shares or any part thereof after the occurrence of an Event of Default.

6.             Further Assurance. Grantor shall execute such further documents and instruments as may be required from time to time to enable the Secured Parties to protect the rights created hereby in connection with the Pledged Shares or any part thereof or the exercise by the Bank of any of the rights, powers, authorities and discretions vested in it by this Agreement. In addition, Grantor will defend the right, title and interest of the Secured Parties in and to the Pledged Shares against the claims and demands of all Persons whomsoever.

7.             Voting Rights after an Event of Default. After the occurrence and during the continuation of an Event of Default, Borrower shall not exercise any voting, consent and other rights in respect of the Pledged Shares unless in accordance with the written instructions of the Bank. Nothing contained in this Agreement shall be interpreted to require Borrower to transfer voting, consent or subscription rights to the Secured Parties.

8.             Registration of Votes. The Qualytextil shall not register or implement any vote of Grantor that would violate or be inconsistent with any of the terms of this Agreement, or which would adversely affect the effectiveness, validity or priority of the security interests of the Secured Parties.

9.             Remedies.

(a)           Without prejudice to the foregoing provisions, upon (i) the occurrence and during the continuation of an Event of Default and (ii) delivery of a notification to Grantor and the Borrower (notwithstanding any notice or other communication to the contrary from any other Person), the Bank (directly or through the Bank, or any of their respective agents, successors or assigns) is hereby irrevocably authorized and entitled to dispose of, collect, receive, appropriate and/or realize upon the Pledged Shares (or any part thereof) and may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Pledged Shares or any part thereof at market price, and upon market terms and conditions, subject to Brazilian applicable law, irrespective of any prior or subsequent notice to Grantor or the Borrower, in accordance with the provisions set forth in Articles 1,433 Item IV of the Brazilian Civil Code. Any notice by the Bank that an Event of Default has occurred and is continuing or has ceased or has been waived shall be conclusive as against Borrower, Grantor and all other third parties (notwithstanding any notice or other communication to the contrary from any other Person).

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(b)           In accordance with Articles 684 and 1,433 Item IV of the Brazilian Civil Code and as a means to comply with the obligations set forth herein, Grantor hereby irrevocably appoints the Bank as its attorney-in-fact, and for such purpose Grantor has executed and delivered to the Bank on the date hereof a power-of-attorney in form and substance satisfactory to the Bank. Grantor agrees to deliver an equivalent power-of-attorney to any successor Bank and otherwise as necessary to ensure that the Bank has powers to carry out the acts and rights specified herein.

10.           Application of Proceeds. Any monies received by any of the Secured Parties through the exercise of remedies pursuant to Section 9(a) hereof shall be applied in accordance with the terms of the Credit Agreement. After payment in full of the Secured Obligations, any such monies so received in excess of the Obligations shall be returned promptly to Borrower.

11.           Amendments, etc. with Respect to the Secured Obligations. Grantor and the Borrower shall remain obligated hereunder, and the Pledged Shares shall remain subject to the first priority security interests granted hereby, at all times until termination of this Agreement pursuant to Section 15, without limitation and without any reservation of rights against Grantor and the Borrower, and without notice to or further assent by Borrower or the Grantor, notwithstanding:

(a)           any change in the time, manner, place, amount or currency of payment of the Obligations under any Financing Document;

(b)           any action (or failure to take any action) by the Secured Parties under or in respect of the Credit Agreement in the exercise of any remedy, power or privilege contained therein or at law, equity or otherwise, or waiver of any remedy, power, privilege or extension of the time for performance of any obligation under the Credit Agreement; and

(c)           the sale, exchange, waiver, surrender or release of any guaranty, right to setoff or other collateral security at any time held by the Bank in its name or for the benefit of the Bank for the payment of the Obligations.

12.           Dividends and Events of Default. For the purposes of Article 1,457 of the Brazilian Civil Code, so long as no Event of Default has occurred and is continuing all dividends payable in respect of the Pledged Shares shall be paid to the Grantor.

13.           Certain Waivers by Grantor and the Borrower. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held as security for the Secured Obligations or any property subject thereto except as required by applicable law with respect to any Pledged Shares.

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14.           Pursuit of Rights and Remedies against Grantor and the Borrower. When pursuing its rights and remedies hereunder against Grantor and the Borrower, Secured Parties (directly or through the Bank, or any of their respective agents, successors or assigns) may, but shall be under no obligation (except as required by applicable law) to, pursue such rights and remedies as it may have against any third party or against any collateral security for or guaranty of the Secured Obligations or any right of offset with respect thereto, and any failure by the Secured Parties (directly or through the Bank, or any of their respective agents, successors or assigns) to pursue such other rights or remedies or to collect any payments from such third party or to realize upon any such collateral security or guaranty or to exercise any such right to setoff, or any release of such third party or of any such collateral security or guaranty or right of offset, shall not relieve Grantor or the Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of applicable law, of the Bank.

15.           Termination and Release. Upon payment in full of the Secured Obligations, this Agreement shall be terminated and the first priority security interests created hereby shall be released, at the Borrower’s expense.  No release of this Agreement, or of the Lien created and evidenced hereby, shall be valid unless executed by the Bank.  Upon Borrower’s request and at the Borrower’s expense, the Bank shall promptly execute and deliver to Borrower all documents reasonably necessary to evidence such termination and release in accordance with this Section 15.

16.           Cumulative Remedies. The rights, powers and remedies of the Secured Parties under this Agreement are cumulative and shall be in addition to all rights, powers and remedies available to the Secured Parties pursuant to the Credit Agreement and at law, in equity or by statute and may be exercised successively or concurrently without impairing the rights of the Secured Parties hereunder.

17.           Waivers and Amendments. This Agreement and its provisions shall only be modified, amended, supplemented or waived with the express written consent of Grantor, Borrower and the Bank.

18.           Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, and shall not affect any other provisions hereof or the validity, legality or enforceability of such provision in any other jurisdiction. To the extent permitted by applicable law, the parties shall in good faith negotiate and execute an Amendment to this Agreement to replace any such severed provision with a new provision that (a) reflects their original intent and (b) is valid and binding. The first priority security interest created thereby shall, to the extent permitted by applicable law, constitute a continuing first priority Lien on and perfected first priority security interest in the Pledged Shares, in each case enforceable against Grantor in accordance with its terms.

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19.           Authority of the Bank. The Borrower and Grantor acknowledge that any action taken by or not taken by the Bank hereunder shall be conclusively presumed to have been taken or not taken by the Bank as attorney-in-fact and representative of the Bank with full and valid authority to so act or refrain from acting in accordance with the Credit Agreement, and the Borrower and Grantor shall be under no obligation and shall have no right to make any inquiry respecting such authority.

20.           No Impairment of Other Security Interests. The security provided for in this Agreement shall be in addition to and shall be independent of every other security that the Secured Parties (collectively or individually) may at any time hold for any of the Obligations.

21.           Complete Agreement; Successors and Assigns. This Agreement is intended by the parties as the final expression of their agreement regarding the subject matter hereof and as a complete and exclusive statement of the terms and conditions of such agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

22.           Governing Law; Jurisdiction. This Agreement shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this Agreement and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

23.           No Duty on Bank’s Part. The powers conferred on the Bank hereunder are solely to protect the Secured Parties’ interests in the Pledged Shares and shall not impose any duty upon the Bank to exercise any such powers. None of the Bank, its officers, directors, employees or agents shall be responsible to Borrower or to the Grantor for any act or failure to act hereunder, except to the extent caused by their willful misconduct or gross negligence.

24.           Notices. All notices and other communications provided for hereunder shall be provided in accordance with the Credit Agreement.

25.           Specific Performance. For the purposes hereof, the Bank, as representative of the Bank, may seek the specific performance of the Secured Obligations, as provided in the Brazilian Civil Procedure Code.

26.           Language. This Agreement is being executed in English and a sworn translation of this Agreement shall be provided by Grantor for purposes of registry, pursuant to Section 3 hereof.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in the presence of the undersigned witnesses.

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

By:	/s/ Jose Tavares Lucena
Name:	Jose Tavares Lucena
Title:	Administrator

LAKELAND INDUSTRIES, INC.

By:	/s/ Gary A. Pokrassa	By:
Name:	Gary A. Pokrassa	Name:
Title:	CFO	Title:
WACHOVIA BANK
By:	/s/ Roger Grossman	By:
Name:	Roger Grossman	Name:
Title:	Vice President	Title:
QUALYTEXTIL S/A
By:	/s/ Miguel G. Bastos	By:	/s/ Elder Marcos Vieira da Conceicao
Name:	Miguel G. Bastos	Name:	Elder Marcos Vieira da Conceicao
Title:	CFO	Title:	CEO

WITNESSES:
Name:	Name:
ID:	ID:

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SCHEDULE A

CONDITIONS AND CHARACTERISTICS OF THE SECURED OBLIGATIONS

1)   TOTAL PRINCIPAL AMOUNT OF THE SECURED OBLIGATIONS

A sum not to exceed US$ 30,000,000.00 (thirty million United States dollars)

2)   INTEREST RATE OVER THE AMOUNT EFFECTIVELY DISBURSED:

Based on either LIBOR or LIBOR Market Index Rate, plus the Applicable Margin (equal to the percentage set forth in the table based on Borrower’s Funded Debt to EBITDA Ratio), more particularly described in the Second Amended and Restated Promissory Note attached hereto as Schedule A.1

3)   MATURITY DATE OF INTEREST:

Monthly payments of interest only commencing June 2, 2008, final payment of all accrued interest on July 7, 2010

4)   REPAYMENT OF THE PRINCIPAL AMOUNT:

Final payment of principal on July 7, 2010

5)   PENALTY IN AN EVENT OF DEFAULT:

Interest rate plus 3%.

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SCHEDULE A.1

SECOND AMENDED AND RESTATED PROMISSORY NOTE

13

SCHEDULE B

DESCRIPTION OF PLEDGED SHARES

Name	Number of Shares	% of Total Capital Stock (subject to rounding  adjustments
Lakeland do Brasil Empreendimentos e Participações Ltda.	1,507,701 shares, being 1,492,624 shares of common stock and 15,077 shares of Class A preferred stock, without par value	100%

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EX-10.15

Exhibit 10.15

EQUIPMENT PLEDGE AND SECURITY AGREEMENT

This Equipment Pledge and Security Agreement (the “Agreement”) is made as of May 13, 2008 and among:

WACHOVIA BANK, NATIONAL ASSOCIATION, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 20th Floor, New York, New York  10017, represented in accordance with its corporate documents,(the “Bank”);

QUALYTEXTIL S/A, duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 04.011.170/0001-22, herein duly represented in accordance with its Charter Documents, together with its successors and permitted assigns (the “Qualytextil”)

And as Intervening Consenting Parties,

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., a company duly organized and existing in accordance with the laws of Brazil, with its registered office at Avenida Bernardino de Campos, nº 98, sala 09, 14º andar, São Paulo – SP, Brazil, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 09.484.003/0001-12, herein duly represented in accordance with its Articles of Association, together with its successors and permitted assigns (the “Lakeland do Brazil”); and

LAKELAND INDUSTRIES, INC, duly organized and existing in accordance with the laws of New York, with its registered office at 701-07 Koehler Avenue, Ronkonkoma, 11779, herein duly represented by its Chief Financial Officer, Mr.Christopher J. Ryan and Gary Pokrassa (the “Lakeland”);

W I T N E S S E T H:

WHEREAS, pursuant to the to the Loan Agreement, dated July 7, 2005, as amended by the Third Modification Agreement and Reaffirmation of Guaranty dated of even date hereof entered into by and between Lakeland and the Bank (the “Credit Agreement”), the Bank has agreed to loan to Lakeland a $ 30,000,000 revolving line of credit to be used for the purchase by Lakeland do Brazilof the totality of shares of Qualytextil (as amended, supplemented, restated or otherwise modified and in effect from time to time, the “Credit Agreement”);

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WHEREAS after the execution of a Share Purchase Agreement by and among Lakeland, Lakeland do Brazil, Qualytextil, and its shareholders, Lakeland do Brazil shall be the legal owner of 1,507,701 shares representing, in the aggregate, 100% of the capital stock of Qualytextil;

WHEREAS it is a condition precedent of the Credit Agreement that Lakeland causes to be created in favor of the Bank a security interest on the equipment described in Annex I hereof (the “Equipment”) belonging to Qualytextil to secure Lakeland’s obligations arising from the Credit Agreement;

WHEREAS Qualytextil, Lakeland do Brazil and Lakeland have agreed to pledge the Equipment and all parts thereof in favor of the Bank;

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

ARTICLE I - THE PLEDGE

1.01.                   Pledge; Grant of Security Interest. (a) In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the obligations under the Credit Agreement, (and which Lakeland hereby acknowledges and recognizes for all legal purposes), and all of the obligations of Lakeland as stated in Section 2.01. below, Qualytextil hereby unconditionally and irrevocably pledges to the Bank the Equipment described in Annex I hereto, located at the places specified therein (each, a “Location”), pursuant to articles 1,431 and following, especially articles 1,447 to 1,450 of the Brazilian Civil Code and to other applicable legislation.

ARTICLE II – SECURED OBLIGATIONS

2.01. The Debt: For the purposes of Section 1,424 of the Brazilian Civil Code, this Agreement shall cover, fully and without restrictions, any and all debts and monetary liabilities of Lakeland to the Bank in relation to the Credit Agreement and irrespective of whether of such debts or liabilities: (i) are present or future; (ii) are actual, prospective, contingent or otherwise; (iii) are owed or incurred as principal, interest, fees, charges, taxes, duties or other imposts, damages (whether for breach of contract or tort or incurred on any other ground), losses, costs or expenses (including judicial costs and attorney’s fees) or on any account; (v) are owed at stated maturity, upon prepayment, following acceleration or otherwise; or (vi) comprise any combination of the above (the “Secured Obligations”), a summary of the terms and conditions of which follows below.

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(i) Total principal amount of the secured obligations: A sum not to exceed US$ 30,000,000.00 (thirty million United States dollars).

(ii) Interest rate over the amount effectively disbursed: Based on either LIBOR or LIBOR Market Index Rate, plus the Applicable Margin (equal to the percentage set forth in the table based on Borrower’s Funded Debt to EBITDA Ratio), more particularly described in the Second Amended and Restated Promissory Note attached hereto as Annex II.

(iii) Maturity date of interest: Monthly payments of interest only commencing June 2, 2008, final payment of all accrued interest on July 7, 2010

(iv) Repayment of the principal amount:Final payment of principal on July 7, 2010

(v) Penalty in an event of default:Interest rate plus 3%

ARTICLE III - REPRESENTATIONS AND WARRANTIES

3.01.         Representations and Warranties. Qualytextil represents and warrants to the Bank as of the date hereof, as of the date of any Amendment and as of the date of any other date that the following representations and warranties are required to be made or are deemed to be made pursuant to this Agreement, to the Credit Agreement or any other financing document, that:

(a)            Qualytextil is a corporation duly organized and validly existing and in good standing under the laws of Brazil, and it has all requisite corporate power, authority and legal right under the laws of such jurisdiction to enter into and perform their obligations under this Agreement;

(b)            Exception made to consents and approvals set forth in this Agreement, no other consent, approval, authorization or other order of any person is required for (i) the legality, validity, perfection or enforcement of the security interest created hereby; (ii) the execution and delivery of this Agreement by Qualytextil, Lakeland do Brazil and Lakeland, or (iii) for the exercise by the Bank of the remedies in respect of the Equipment pursuant to this Agreement, except (x) consents, approvals, authorizations or other orders that shall be obtained as set forth herein and (y) as may be required in connection with the disposition of the Equipment by laws affecting the offering and sale of securities generally;

(c)            the execution of this Agreement and the exercise by Qualytextil of its rights and performance of its obligations hereunder do not and will not (i) violate any applicable law, decrees, rules or regulations, (ii) violate any provisions of Qualytextil’s By-Laws, and/or (iii) result in any breach of or default under any contractual agreement to which Qualytextil is a party or by which Qualytextil or its properties are bound;

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(d)            the obligations assumed by Qualytextil in this Agreement are legal and valid obligations binding on Qualytextil in accordance with the terms hereof and enforceable against Qualytextil;

(e)            Qualytextil owns all right, title and interest in, to the Equipment and the pledge created herein shall be a first priority security, ranking at all times ahead of all other creditors with respect to the Equipment;

(f)            the Equipment is free of other security interests, liens, encumbrances and/or option rights of other third parties;

(g)            the Equipment shall, at all times during such period as this Agreement is and continues to be in full force and effect, be and remain the sole and exclusive property of Qualytextil and shall not be assigned, sold or in any other manner transferred to any third parties.

ARTICLE IV – OBLIGATIONS OF QUALYTEXTIL

4.01 At all times during such period as this Pledge over the Equipment is and continues to be in full force and effect Qualytextil undertakes:

(a)           to keep the Equipment at its own expense in good conditions of repair and in perfect operating conditions, ensuring that the value thereof is not affected, except to normal wear and tear, to perform any relevant maintenance therefore and to keep it free of any liens, encumbrances or charges, as well as to defend it against all claims and legal procedures brought by any person other than the Bank;

(b)           to pay out of its own funds or for its own account any taxes, charges, license fees, duties, contributions, assessments and/or any other amounts due or to become due with regard to the Equipment, obtaining release and/or discharge thereof;

(c)           to assume the liabilities for any and all damages caused by the Equipment to third parties and/or to Qualytextil assets, holding the Bank harmless of the liabilities for any and all damages caused by the Equipment to said third parties or assets;

(d)           to keep the Equipment at its own expense insured, in favor of the Bank, against total risk, including, but not limited to damages caused by fire, flood, earthquake, robbery, theft, embezzlement, vandalism and other reasonable causes of damages, with reputable insurance companies and/or underwriters in a manner, to an extent and on terms satisfactory to the Bank and customary for such kind of assets in the Federative Republic of Brazil as well as to produce to the Bank documentary evidence of compliance by Qualytextil with the obligations contained herein within 30 (thirty) days from the date of execution of this Agreement and annually, within 30 (thirty) days from every anniversary of the insurance policy;

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(e)           to appoint the Bank loss payee under the insurance policy/ies relating to the Equipment and to order the insurance company/ies to pay to the Bank thereinafter any insurance proceeds and any premium reimbursement;

(f)           to inform the Bank and the insurance company(ies) promptly of the occurrence of any insurance event relating to the Equipment and, as the case may be, to keep the Bank advised as to the progress of any claim invoked against Qualytextil or any of its property. In the event of any loss, Qualytextil shall not take any step for the purpose of entering into a compromise, settlement or arrangement with any of its insurance companies or creditors without prior written consent of the Bank;

(g)           to immediately inform the Bank when any of the insurance policies related to the Equipment or provided in this Pledge is terminated, revoked or nullified;

(h)           to maintain the Equipment in its premises located at the address indicated in Annex I hereto and not to remove it therefrom without the prior written consent of the Bank;

(i)           to allow the representatives of the Bank or a third person on behalf of the Bank to inspect the Equipment and the premises where the Equipment is installed at any reasonable time and on reasonable notice;

4.02.         Negative Covenants. During the term of this Agreement, Qualytextil undertakes not to:

(a) sell, rent or lease the Equipment or, save as the pledge over the Equipment created herein, to create or permit to exist any charge, pledge, mortgage, hypothecation, lien or other encumbrance of any nature whatsoever having the effect of creating a security interest over the Equipment or to allow the Equipment to be used in violation of any law, regulation or insurance policy applicable to the Equipment. Losses or damages caused to the Equipment shall not exempt Qualytextil of any of the obligations assumed hereunder;

(b) alter or reform the Equipment without the prior written consent of the Bank (disregarding alterations and reforms in the ordinary course of business);

(c) claim, ask or request, and not to file any lawsuit or judicial proceeding against the bank in order to compel it to take any measure in relation to the Equipment or asking for any indemnification due to damages occurred in the Equipment, independently of the cause and size of the damage; and

(d) take or participate in any action or enter into any agreement which results or may result in the loss of ownership and/or possession of the Equipment for so long as the Equipment is subject to the lien created hereunder, or any other transaction which could have the same result as a sale, transfer, encumbrance or other disposal of the Equipment or which would, for any reason, be inconsistent with the security interest of the Bank hereunder or defeat, impair, amend, restrict or circumvent any right of the Bank hereunder.

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4.03.         Transfer of Equipment. (a) In the event of an act of God or force majeure, Qualytextil may transfer the Equipment affected by such acts of God or force majeure, even to another place with storing conditions reasonably acceptable to the Bank, in order to preserve and maintain the Equipment in good storage conditions. In this event, Qualytextil shall, as soon as practicable, but no later than five (5) Business Days after any such event, inform the Bank of the place to which the Equipment has been transferred to (“New Location”), which place may then be inspected by the Bank. If the Bank has reasonable grounds not to approve the New Location, the Bank may inform Qualytextil of its objection and request Qualytextil to remove and/or transfer the Equipment to another location reasonably acceptable to the Bank, in which case Qualytextil shall remove the Equipment to another location within the timeframes reasonably agreed upon between the parties, at the expenses of Qualytextil.

(b) In the event the Equipment is transferred to the New Location pursuant to this Section 4.03 (a), Qualytextil agrees to, as soon as practicable, but no later than ten (10) Business Days after any such transfer, execute and deliver to the Bank an amendment to this Agreement to update Annex I with the new location for the Equipment.

(c) Any amendments to this Agreements to be executed pursuant to this Section 4.03 shall be registered with the competent real estate registry(ies) and delivered to the Bank as provided and within the timeframes established under Section 8.01(a).

ARTICLE V - RISK OF LOSS

5.01.     Qualytextilshall bear all risk of loss with respect to the Equipment. The injury to or loss of the Equipment, either partial or total, shall not release Qualytextil from payment or other performance hereof.

5.02.     Qualytextil shall bear the risk of loss to the extent of any deficiency in the effective insurance coverage with respect to loss or damage to the Equipment. Upon the occurrence of an Event of Default, Qualytextil hereby assigns to Bank the proceeds of all property insurance covering the Equipment up to the amount of the Secured Obligations and directs any insurer to make payments directly to Bank.  Qualytextil hereby appoints Bank its attorney-in-fact, which appointment shall be irrevocable and coupled with an interest for so long as Secured Obligations are unpaid, to file proof of loss and/or any other forms required to collect from any insurer any amount due from any damage or destruction of the Equipment, to agree to and bind Qualytextil as to the amount of said recovery, to designate payee(s) of such recovery, to grant releases to insurer, to grant subrogation rights to any insurer, and to endorse any settlement check or draft. Qualytextil agrees not to exercise any of the foregoing powers granted to Bank without Bank's prior written consent.

ARTICLE VI –DEFAULT

6.01.         Default. (a) Upon the occurrence of an Event of Default (as defined in the Credit Agreement) which is continuing, the Bank may, in its sole discretion, irrespective of any prior or subsequent notice, sell, assign, transfer or in any other way dispose of the Equipment pledged

6

hereunder (the “Sale”), at market price and upon market terms and conditions and subject to applicable law, in or out of court, in a public or private transaction, and shall apply the proceeds of such Sale thus received for the payment of the Secured Obligations then due and unpaid, as well as for the payment or reimbursement of all other costs and expenses incurred as a result of the Sale.

(b) For the purposes hereof, it is hereby agreed and understood that (i) in the event the amount obtained from the Sale, after the reimbursement to the Bank of all costs and expenses incurred in connection with the Sale, including Bank’s fees, attorney’s fees and court costs and expenses, exceeds the amounts due under the Secured Obligations, the balance shall be promptly returned to Qualytextil by the Bank, and (ii) in the event the amounts obtained from the Sale are lower than the amounts due under the Secured Obligations, Qualytextil shall remain liable for the payment of the outstanding balance.

6.02.        Power of Attorney. (a) For the purposes of this Article VI, Qualytextil hereby irrevocably and irreversibly, as a condition to the pledge created hereunder, appoints the Bank as its attorney-in-fact, pursuant to Article 684 and the sole paragraph of Article 686 of the Brazilian Civil Code, to act solely, with broad powers to, upon the occurrence of an Event of Default which is continuing carry out, in the name and on behalf of Qualytextil, any acts necessary for the Sale, including the execution of any documents required for the definitive transfer of the Equipment pledge hereby, the Bank being authorized, at its sole discretion and irrespective of Qualytextil’s consent, to delegate the powers granted herein to any third party.

(b) For such purpose Qualytextil has executed and delivered to the Bank on the date hereof an irrevocable power-of-attorney, substantially in the form of Annex III and shall maintain such irrevocable power-of-attorney in full force and effect until the Secured Obligations have been paid in full to the Bank to its satisfaction.

(c) Any notice by the Bank that at such time an Event of Default has occurred or has ceased shall be conclusive against Qualytextil and any other third parties.

ARTICLE VII – TERM

7.01          The Pledge hereunder and the power-of-attorney granted herein will endure their entirety and remain in full force and effect until the Secured Obligations have been irrevocably and indefeasibly paid in full to the Bank and the Bank has no further commitment to lend under the Credit Agreement.

ARTICLE VIII – MISCELLANEOUS

8.01.         Registration. (a) Qualytextil undertakes to, within fifteen (15) days of the date of execution of this Agreement, register it or any amendments hereto with the competent Real Estate Registry (Cartório de Registro de Imóveis) of the city(ies) where the Equipment are located, provided that Qualytextil shall pay any and all costs, expenses, fees and other charges

7

payable in connection thereto, necessary for the perfection of this Agreement or any amendments thereto. Qualytextil shall provide the Bank with one original counterpart of this Agreement or any amendment thereto duly registered with the competent Real Estate Registry within five (5) Business Days after its accomplishment.

(b)           For registration purposes only, the amount of this Agreement is R$599,555.00.

8.02.         Deposit of the Equipment - Qualytextil hereby irrevocably undertakes to act as depository, in accordance with the provisions of the Brazilian Civil Code, of the Equipment.

8.03.        Cumulative Remedies. The rights, powers and remedies of the Parties under this Agreement are cumulative and shall be in addition to all rights, powers and remedies available to the Parties pursuant to the Credit Agreement and at law, in equity or by statute and may be exercised successively or concurrently without impairing the rights of the Parties hereunder.

8.04.         Waivers and Amendments. This Agreement and its provisions shall only be modified, amended, supplemented or waived with the express written consent of Qualytextil and the Bank.

8.05.         Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, and shall not affect any other provisions hereof or the validity, legality or enforceability of such provision in any other jurisdiction.  To the extent permitted by applicable law, the parties shall in good faith negotiate and execute an Amendment to this Agreement to replace any such severed provision with a new provision that (a) reflects their original intent and (b) is valid and binding.  The first priority security interest created thereby shall, to the extent permitted by applicable law, constitute a continuing first priority Lien on and perfected first priority security interest in the Equipment, in each case enforceable against Qualytextil in accordance with its terms.

8.06.         Complete Agreement; Successors and Assigns. This Agreement is intended by the parties as the final expression of their agreement regarding the subject matter hereof and as a complete and exclusive statement of the terms and conditions of such agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

8.07.         Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the further exercise of such right or remedy.

8.08.          Language. This Agreement is being executed in English and a sworn translation of this Agreement shall be provided by Qualytextil for purposes of registry, pursuant to Section 8.01. above.

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8.09.         No Novation. It is the express intent of the parties hereto that this Agreement is in no way intended to constitute a novation of any of the terms of the Lon Agreement.

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8.10          Intervening and Consenting Parties. The Intervening and Consenting Parties hereby expressly consents to and agrees with all of the terms and conditions of this Pledge Agreement and undertakes to faithfully observe and fulfill any and all of its obligations arising hereunder.

8.11          Notices. All notices and other communications provided for hereunder shall be provided in accordance with the Credit Agreement.

8.12.         Clearance Certificates. Qualytextil hereby delivers to the Bank the following clearance certificates which copies are attached hereto as Annex IV:

(i) Clearance Certificate (Certidão Positiva com Efeitos de Negativa de Débitos relativos às Contribuições Previdenciárias e às de Terceiros) issued by the Federal Revenue Service (Secretaria da Receita Federal); and

(ii) Clearance Certificate (Certidão Conjunta Positiva com Efeitos de Negativa de Débitos relativos aos Tributos Federais e à Dívida Ativa da União), joinly issued by the Office of the Attorney-General of the National Treasury (Procuradoria da Fazenda Nacional) and the Federal Revenue Service (Secretaria da Receita Federal).

8.13.         Governing Law; Jurisdiction.  This Agreement shall be governed by and construed and interpreted in accordance with the laws of Brazil.  The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this Agreement and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in the presence of the undersigned witnesses.

WACHOVIA BANK

By: /s/ Roger Grossman	By: _____________________________
Name: Roger Grossman	Name:
Title: Vice President	Title:

QUALYTEXTIL S.A.

By: /s/ Miguel G. Bastos	By: /s/ Elder Marcos Vieira da Conceicao
Name: Miguel G. Bastos	Name: Elder Marcos Vieira da Conceicao
Title: CFO	Title: CEO

LAKELAND INDUSTRIES, INC.

By: /s/ Gary A. Pokrassa

Name: Gary A. Pokrassa

Title:   CFO

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

By: /s/ Jose Tavares Lucena

Name: Jose Tavares Lucena

Title: Administrator

WITNESSES:
_________________________________	_________________________________
Name:	Name:
ID:	ID:

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ANNEX I

DESCRIPTION AND LOCATION OF THE EQUIPMENT

Invoice No 1255

Description	Quantity	Unitary Amount (R$)	Total Amount (R$)	Location
Cleaning Beny Machine with 01 head (Máquina de Limpeza de 01 cabeça Beny)	01	4.460,00	4.460,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Cleaning Beny Machine with 01 head (Máquina de Limpeza de 01 cabeça Beny)	06	4.460,00	26.760,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Passante Machine with Refilador Nissin (Máquina de Passante com Refilador Nissin)	01	5.050,00	5.050,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
12 Needles Machine Siruba (Máquina 12 Agulhas Siruba)	02	5.361,00	10.722,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Bud Machine Special Series SS 373 (Máquina Botão Série Special SS 373)	01	4.350,00	4.350,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Caseadeira Machine Special Series (Máquina Caseadeira Série Special)	01	9.561,00	9.561,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Electronic Machine Travetti Star Series 1201 (Máquina Travetti Eletrônica Série Star 1201)	01	12.000,00	12.000,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)

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Left Arm Machine Special Series 2605 (Máquina Braço Esquerda Série Special 2605)	01	5.350,00	5.350,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Filigrana Machine Star Series 5x4 Velcro (Máquina Filigrana Servi Star 5x4 Velero)	01	14.861,00	14.861,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Cut Machine – Machine 30 (Máquina Cortar Máquina 30)	01	8.000,00	8.000,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Triple Transp. Machine 2 Needles SS 20606 (Máquina Transp. Triplo 2 agulhas SS 20606)	01	5.050,00	5.050,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Pneumatic Machine Pocket Crease (Máquina Vincar Bolso Pneumática)	01	9.000,00	9.000,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Bore Tissue Machine 02 Columns (Máquina Furar Tecido 02 Colunas)	01	1.401,00	1.401,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Column Machine 02 Needles SS 8820 (Máquina Coluna 02 Agulhas SS 8820)	01	4.261,00	4.261,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Sloping Machine – North Metal 02 Knives (Máquina Viés–Metal Norte 02 Facas)	01	2.040,00	2.040,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)

13

Superior Trasp. Interloq. Machine Siruba (Máquina Interlock. Transp. Superior Siruba) 01 5.017,00 5.017,00 City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)

Invoice No 1257

Description	Quantity	Unitary Amount (R$)	Total Amount (R$)	Location
Arm Machine 30[x] Global (Máquina de Braço 3[x] Global)	01	7.060,00	7.060,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Electronic Straight Machine Star Series (Máquina Reta Eletrônico Sun Star)	01	4.253,00	4.253,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Sheath Machine Special Series (Máquina de Bainha Sun Special)	01	10.184,00	10.184,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Straight Machine Special Series  SS 618B (Máquina Reta Sun Special SS 618B)	22	1.553,00	34.166,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Waistband Machine Special Series SS 6908 (Máquina de Cós Sun Special SS 6908)	01	5.684,00	5.684,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Electronic Straight Machine Big [x] (Máquina Reta Eletrônica [xx] Grande)	02	4.153,00	8.306,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)

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Straight Conventional Machine Big [x] (Máquina Reta Convencional [xx] Lança Grande)	07	1.553,00	10.871,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Interlock Machine Special Series SS 7705 (Máquina Interlock Sun Special SS 7705)	04	1.803,00	7.212,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Electronic Backstitch Machine Star Series [x] (Máquina Pesponto Eletrônico Sun Star [xx])	05	8.541,00	42.705,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
[x] Machine Special Series SS 7703 (Máquina Overlock Sun Special SS 7703)	04	1.783,00	7.132,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Arm Machine 3[x] 2[x] Nissin (Máquina de Braço 30[x] 2[x]T Nissin)	05	8.303,00	41.515,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Electronic [x] Machine 20[x] 1800 (Máquina [xx] Eletrônico 20[xx] 1800)	03	9.303,00	27.909,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Conventional Backstitch Machine Big [x] SS 875 (Máquina Pesponto Conv. [xx] Lança Grande SS 875)	10	3.953,00	39.530,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Máquina [xx] com [xx] 4 Lts. S. Special (Máquina Ferro com [xx] 4 Lts. S. Special)	03	1.803,00	5.409,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)

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Waistband Machine Siruba H008 (Máquina Cós Siruba H008)	01	4.103,00	4.103,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Straight Bitter Back Machine Siruba (Máquina Reta com Refilador Siruba)	01	2.000,00	2.000,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)

Invoice No 1258

Description	Quantity	Unitary Amount (R$)	Total Amount (R$)	Location
Cut Machine 6 inches Km (Máquina de corte Km 6 polegadas)	01	6.281,45	6.281,45	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Cut Machine 8 inches Km (Máquina de corte Km 8 polegadas)	01	6.325,46	6.325,46	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Backstitch Machine [x] SS 624OB (Máquina [x] DISL 55624OB)	09	3.953,00	35.577,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Closing Arm Machine Special Series (Máquina de Fechamento Braço S. Special)	02	8.000,00	16.000,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)

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Closing Machine Special Series 2[x] (Máquina de Fechamento S. Special 20 [x]	01	6.500,00	6.500,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Straight Machine Special Series 6150M (Reta Sun Special 6150M)	01	1.100,00	1.100,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Straight Machine with big [x] Special Series 6150B (Reta com Lança Grande S. Special 6150[x])	20	1.553,00	31.060,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)

Invoice No 1259

Description	Quantity	Unitary Amount (R$)	Total Amount (R$)	Location
Cleaning Machine 01 Head (Máquina de Limpeza 1 cabeça)	03	4.460,00	13.380,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Straight Electronic Machine Big [x] Siruba (Máquina Reta Eletro Lança Grande Siruba)	01	4.153,00	4.153,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Interlock Machine [x] 10 mm [x] (Máquina Interlock [x] 10 MM Pesada)	04	1.803,00	7.212,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)

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Overlock Machine [x] Medium (Máquina Overlock INDL. Média)	02	1.783,00	3.560,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Arm Machine 3[x] 2[x] Nissin (Máquina Braço Nissin 3 [x] 2 [x])	04	8.303,00	33.212,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Conventional Backstitch Machine [x] (Máquina Pesponto DISL Convencional Lança Grande)	05	3.593,00	19.765,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
[x] Machine Special Series 4 Litters Feno ([x] Serie Special 4 LTS Ferro)	03	1.803,00	5.409,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Straight Machine [x] (Máquina Reto [x] 2 [x])	13	1.553,00	20.189,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)
Straight Bitter Back Machine Siruba (Máquina Reta com refilador Siruba)	02	2.000,00	4.000,00	City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil)

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ANNEX II

SECOND AMENDED AND RESTATED PROMISSORY NOTE

19

ANNEX III

POWER OF ATTORNEY

QUALYTEXTIL S/A, A company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 04.011.170/0001-22, herein duly represented IN ACCORDANCE WITH ITS Charter Documents, together with its successors and permitted assigns (the “Qualytextil”) hereby irrevocably and irreversibly appoints WACHOVIA BANK, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 20th Floor, New York, New York  10017, represented in accordance with its corporate documents (the “Bank”), as its attorney-in-fact to act in its name and place, with the following powers:

(a) upon the occurrence of an Event of Default which is continuing (as defined in the Credit Agreement), to sell, assign, transfer or in any other way dispose of all or part of the Equipment pledged to the Bank pursuant to the Equipment Pledge and Security Agreement entered into between the Bank and Qualytextil on May 13, 2008 (as from time to time amended, the “Equipment Pledge and Security Agreement”), at market prices and upon market terms and conditions and subject to applicable law irrespective of any prior or subsequent notice to Qualytextil with respect thereto, in accordance with the provisions set forth in the Equipment Pledge and Security Agreement and in Article 1,433, Item IV, and Article 1,435, Item V, of the Brazilian Civil Code, and apply the proceeds thus received for the payment of the Secured Obligations the due and unpaid as well for the payment or reimbursement of all other costs and expenses incurred as a result of such sale, being vested with all necessary powers incidental thereto, including, without limitation, the power and authority to execute transfer documents, including discharge documentation with respect to the Equipment, to purchase foreign currency and make all remittances abroad, to sign any necessary foreign exchange contract with financial institutions in Brazil that may be required to such remittances and to represent the Grantor before the Central Bank of Brazil, financial institutions, private and public law legal entities and any Brazilian governmental authority when necessary to accomplish the purpose of the Equipment Pledge and Security Agreement; and

(b) upon the occurrence of an Event of Default which is continuing, to take any action and to execute and deliver any instrument consistent with the terms of the as deemed necessary or advisable to accomplish the purpose of the Equipment Pledge and Security Agreement.

Any notice by the Bank that at such time an Event of Default has occurred and is continuing shall be conclusive against Qualytextil and all other third parties. Capitalized terms used, but not defined herein, shall have the meaning ascribed to them in the Credit Agreement and/or in the Equipment Pledge and Security Agreement. The powers granted herein are in

20

addition to the powers granted by the Bank in the Equipment Pledge and Security Agreement and not to cancel or revoke any of such powers. This power of attorney is irrevocable and is granted as a condition to the Equipment Pledge and Security Agreement and as a means to comply with the obligations set forth therein, in accordance with the Article 684 and the sole paragraph of Article 686 of the Brazilian Civil Code, and shall be valid and effective until The Bank has receives full payment of the obligations secured by the Equipment Pledge and Security Agreement to its satisfaction. The Bank may delegate the power granted through this power of attorney.

Qualytextil has caused its duly authorizes representatives to execute this power of attorney on may 13, 2008.

QUALYTEXTIL S/A

By: /s/ Miguel G. Bastos	By: /s/ Elder Marcos Vieira da Conceicao
Name: Miguel G. Bastos	Name: Elder Marcos Vieira da Conceicao
Title: CFO	Title: CEO

21

ANNEX IV

CLEARANCE CERTIFICATES

22 

EX-10.16

Exhibit 10.16

POWER OF ATTORNEY

QUALYTEXTIL S/A, A company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 04.011.170/0001-22, herein duly represented IN ACCORDANCE WITH ITS Charter Documents, together with its successors and permitted assigns (the “Qualytextil”) hereby irrevocably and irreversibly appoints WACHOVIA BANK, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 20th Floor, New York, New York  10017, represented in accordance with its corporate documents (the “Bank”), as its attorney-in-fact to act in its name and place, with the following powers:

(a) upon the occurrence of an Event of Default which is continuing (as defined in the Credit Agreement), to sell, assign, transfer or in any other way dispose of all or part of the Equipment pledged to the Bank pursuant to the Equipment Pledge and Security Agreement entered into between the Bank and Qualytextil on May 13, 2008 (as from time to time amended, the “Equipment Pledge and Security Agreement”), at market prices and upon market terms and conditions and subject to applicable law irrespective of any prior or subsequent notice to Qualytextil with respect thereto, in accordance with the provisions set forth in the Equipment Pledge and Security Agreement and in Article 1,433, Item IV, and Article 1,435, Item V, of the Brazilian Civil Code, and apply the proceeds thus received for the payment of the Secured Obligations the due and unpaid as well for the payment or reimbursement of all other costs and expenses incurred as a result of such sale, being vested with all necessary powers incidental thereto, including, without limitation, the power and authority to execute transfer documents, including discharge documentation with respect to the Equipment, to purchase foreign currency and make all remittances abroad, to sign any necessary foreign exchange contract with financial institutions in Brazil that may be required to such remittances and to represent the Grantor before the Central Bank of Brazil, financial institutions, private and public law legal entities and any Brazilian governmental authority when necessary to accomplish the purpose of the Equipment Pledge and Security Agreement; and

(b) upon the occurrence of an Event of Default which is continuing, to take any action and to execute and deliver any instrument consistent with the terms of the as deemed necessary or advisable to accomplish the purpose of the Equipment Pledge and Security Agreement.

Any notice by the Bank that at such time an Event of Default has occurred and is continuing shall be conclusive against Qualytextil and all other third parties. Capitalized terms used, but not defined herein, shall have the meaning ascribed to them in the Credit Agreement and/or in the Equipment Pledge and Security Agreement.

1

The powers granted herein are in addition to the powers granted by the Bank in the Equipment Pledge and Security Agreement and not to cancel or revoke any of such powers. This power of attorney is irrevocable and is granted as a condition to the Equipment Pledge and Security Agreement and as a means to comply with the obligations set forth therein, in accordance with the Article 684 and the sole paragraph of Article 686 of the Brazilian Civil Code, and shall be valid and effective until The Bank has receives full payment of the obligations secured by the Equipment Pledge and Security Agreement to its satisfaction. The Bank may delegate the power granted through this power of attorney.

Qualytextil has caused its duly authorizes representatives to execute this power of attorney on May 13, 2008.

QUALYTEXTIL S/A

By: /s/ Miguel G. Bastos	By: /s/ Elder Marcos Vieira da Conceicao
Name: Miguel G. Bastos	Name: Elder Marcos Vieira da Conceicao
Title: CFO	Title: CEO

2 

EX-10.17

Exhibit 10.17

POWER OF ATTORNEY

QUALYTEXTIL S/A, A company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 04.011.170/0001-22, herein duly represented in accordance with its Charter Documents, together with its successors and permitted assigns (the “Qualytextil”) hereby irrevocably and irreversibly appoints WACHOVIA BANK, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 20th Floor, New York, New York  10017, represented in accordance with its corporate documents (the “Bank”), as its attorney-in-fact to act in its name and place, with the following powers:

(a) upon the occurrence of an Event of Default which is continuing (as defined in the Credit Agreement), to sell, assign, transfer or in any other way dispose of all or part of the Inventory pledged to the Bank pursuant to the Inventory Pledge and Security Agreement entered into between the Bank and Qualytextil on May 13, 2008 (as from time to time amended, the “Inventory Pledge and Security Agreement”), at market prices and upon market terms and conditions and subject to applicable law irrespective of any prior or subsequent notice to Qualytextil with respect thereto, in accordance with the provisions set forth in the Inventory Pledge and Security Agreement and in Article 1,433, Item IV, and Article 1,435, Item V, of the Brazilian Civil Code, and apply the proceeds thus received for the payment of the Secured Obligations the due and unpaid as well for the payment or reimbursement of all other costs and expenses incurred as a result of such sale, being vested with all necessary powers incidental thereto, including, without limitation, the power and authority to execute transfer documents, including discharge documentation with respect to the Inventory, to purchase foreign currency and make all remittances abroad, to sign any necessary foreign exchange contract with financial institutions in Brazil that may be required to such remittances and to represent the Grantor before the Central Bank of Brazil, financial institutions, private and public law legal entities and any Brazilian governmental authority when necessary to accomplish the purpose of the Inventory Pledge and Security Agreement; and

(b) upon the occurrence of an Event of Default which is continuing, to take any action and to execute and deliver any instrument consistent with the terms of the as deemed necessary or advisable to accomplish the purpose of the Inventory Pledge and Security Agreement.

Any notice by the Bank that at such time an Event of Default has occurred and is continuing shall be conclusive against Qualytextil and all other third parties. Capitalized terms used, but not defined herein, shall have the meaning ascribed to them in the Credit Agreement and/or in the Inventory Pledge and Security Agreement.

1

The powers granted herein are in addition to the powers granted by the Bank in the Inventory Pledge and Security Agreement and not to cancel or revoke any of such powers. This power of attorney is irrevocable and is granted as a condition to the Inventory Pledge and Security Agreement and as a means to comply with the obligations set forth therein, in accordance with the Article 684 and the sole paragraph of Article 686 of the Brazilian Civil Code, and shall be valid and effective until The Bank has receives full payment of the obligations secured by the Inventory Pledge and Security Agreement to its satisfaction. The Bank may delegate the power granted through this power of attorney.

Qualytextil has caused its duly authorizes representatives to execute this power of attorney on May 13, 2008.

QUALYTEXTIL S/A

By: /s/ Miguel G. Bastos	By: /s/ Elder Marcos Vieira da Conceicao
Name: Miguel G. Bastos	Name: Elder Marcos Vieira da Conceicao
Title: CFO	Title: CEO

2 

EX-10.18

Exhibit 10.18

INVENTORY PLEDGE AND SECURITY AGREEMENT

This Pledge and Security Agreement (the “Agreement”) is made as of May 13, 2008 by and among:

Wachovia Bank, National Association, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 43rd Floor, New York, New York  10017, represented in accordance with its corporate documents,(the “Bank”);

Qualytextil S/A, duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 04.011.170/0001-22, herein duly represented in accordance with its Charter Documents, together with its successors and permitted assigns (the “Qualytextil”); and

As Intervening and Consenting Parties:

Lakeland do Brasil Empreendimentos e Participações Ltda., a company duly organized and existing in accordance with the laws of Brazil, with its registered office at Avenida Bernardino de Campos, nº 98, sala 09, 14º andar, São Paulo – SP, Brazil, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 09.484.003/0001-12, herein duly represented in accordance with its Articles of Association, together with its successors and permitted assigns (the “Lakeland Brazil”); and

Lakeland Industries, Inc, duly organized and existing in accordance with the laws of Delaware, with its registered office at 701-07 Koehler Avenue, Ronkonkoma, 11779, herein duly represented by its Chief Financial Officer, Mr. Christopher J. Ryan and Gary Pokrassa (the “Lakeland”).

W I T N E S S E T H:

WHEREAS, pursuant to the Loan Agreement, dated July 7, 2005, as amended by the Third Modification Agreement and Reaffirmation of Guaranty dated of even date hereof entered into by and between Lakeland and the Bank (as amended, supplemented, restated or otherwise modified and in effect from time to time the “Credit Agreement”), the Bank has agreed to loan to Lakeland a $ 30,000,000 revolving line of credit to be used for the purchase by Lakeland Brazilof the totality of shares of Qualytextil;

1

WHEREAS, after the execution of a Share Purchase Agreement by and among Lakeland, Lakeland Brazil, Qualytextil, and its shareholders, Lakeland Brazil shall be the legal owner of 1,507,701 shares representing, in the aggregate, 100% of the capital stock of Qualytextil;

WHEREAS, it is a condition precedent of the Credit Agreement that Lakeland causes to be created in favor of the Bank, a security interest over the inventory of Qualytextil in all of its forms (as defined in Section 1.01.) to secure Lakeland’s obligations arising from the Credit Agreement;

WHEREAS Qualytextil have agreed to pledge its inventory in all of its forms in favor of the Bank;

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

ARTICLE I - The Pledge

1.01.         Pledge; Grant of Security Interest. (a) In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the obligations under the Credit Agreement, (and which Lakeland hereby acknowledges and recognizes for all legal purposes), Qualytextil hereby unconditionally and irrevocably pledges to the Bank all its inventory in all of its forms as described in Annex II, located at the places specified therein (each, a “Location”) including, without limitation, (i) all raw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (ii) goods in which Qualytextil has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which Qualytextil has an interest or right as consignee) and (iii) goods that are returned to or repossessed or stopped in transit by Qualytextil, and all accessions thereto and products thereof and documents therefore (any and all such property being the "Inventory");

(b)           Furthermore, Qualytextil agrees with the creation of a security in favor of the Bank, regarding other goods owned by Qualytextil, in substitution for any good that belongs to the Inventory that had been sold during the term of this Agreement, in whole or in part (the “Substitute Goods”), as security for all present and future debts of Lakeland and all payments of any nature due to the Bank. For this purpose, every six (6) months, Qualytextil undertakes to send to the Bank a notice, substantially in the form of Annex III hereto (the “Notice of Pledge”), specifying  the  products in  the Inventory which were sold during this period and that were  substituted.

(c)           Notwithstanding the Notice of Pledge above stated, since the moment of sale of any product in the Inventory as described in Annex II, the Substitute Goods shall forthwith be subject to all of the clauses, terms and conditions of this Pledge Agreement.

(d)           In case of Substitute Goods as stated in Section 1.01.(b) above, each three (3) Notices of Pledge delivered by Qualytextil to the Bank , the Parties shall promptly (i) execute an amendment to this Agreement (the “Amendment”) in order to extend the lien created hereunder

2

to such Substitute Goods, and (ii) provide the required filings and register the pledge of such Substitute Goods in accordance with the provisions of Section 1.01. hereof or take such other actions as may otherwise be required by applicable law to extend such lien;

(e)           The Inventory pledged hereunder, including the Substitute Goods to be pledged shall remain in the possession of Qualytextil until the sale of any of its products.

1.02.         Definitions: Interpretation. Capitalized terms used herein shall have the same meanings ascribed to them in the Credit Agreement.

ARTICLE II – SECURED OBLIGATIONS

2.01.         The Debt: For the purposes of Section 1,424 of the Brazilian Civil Code, this Agreement shall cover, fully and without restrictions, any and all debts and monetary liabilities of Lakeland to the Bank in relation to the Credit Agreement and irrespective of whether of such debts or liabilities: (i) are present or future; (ii) are actual, prospective, contingent or otherwise; (iii) are owed or incurred as principal, interest, fees, charges, taxes, duties or other imposts, damages (whether for breach of contract or tort or incurred on any other ground), losses, costs or expenses (including judicial costs and attorney’s fees) or on any account; (v) are owed at stated maturity, upon prepayment, following acceleration or otherwise; or (vi) comprise any combination of the above (the “Secured Obligations”). The total estimated principal amount of the Secured Obligations, the final maturity date and the interest rates provided in the Credit Agreement for such Secured Obligations are, on this date, those set forth in Annex I hereof.

ARTICLE III - REPRESENTATIONS AND WARRANTIES

3.01.        Representations and Warranties. Qualytextil represents and warrants to the Bank as of the date hereof, as of the date of any Amendment and as of the date of any other date that the following representations and warranties are required to be made or are deemed to be made pursuant to this Agreement, to the Credit Agreement or any other financing document, that:

(a)           Qualytextil is a corporation duly organized and validly existing and in good standing under the laws of Brazil, and they have all requisite corporate power, authority and legal right under the laws of such jurisdiction to enter into and perform their obligations under this Agreement;

(b)           Other than the registration provided in Section 8.01. no consent, approval, authorization or other action by, and no notice to or of, or declaration or filing with, any governmental or other public body, or any other person, is required for (i) the due authorization, execution, delivery, validly enforceability of this Agreement and the performance by Qualytextil  of its obligations hereunder or the consummation of the transactions contemplated hereby; (ii) the creation, perfection or maintenance of the first priority lien created hereby; and (iii) the

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exercise by the Bank of its rights under this Agreement or the remedies with respect of the Inventory pledged herein;

(c)           Annex II hereto completely and accurately sets forth the number of goods of the Inventory, as well as the corresponding value in Reais;

(d)           Qualytextil is the legal and record owner of, and has title to, its Inventory in which it has granted to the Bank a first priority security interest, free of any and all liens except for the lien created hereunder, and be the owner of any Substitute Goods described in any of the Notices of Pledge and that the Inventory is and any Substitute Goods will be free and unencumbered of all and any charges both under the law and any agreements.

(e)           There are no options or other contractual arrangements for the pledge of the Inventory, and there are no arrangements, preemptive rights or any other rights or claims of any character relating to the purchase, repurchase, transfer, with respect to the Inventory that restrict the transfer of or otherwise relate to the Inventory, in either case that would affect the pledge hereunder; and

ARTICLE IV – OBLIGATIONS OF QUALYTEXTIL

4.01.        At all times during such period as this pledge over the Inventory, is and continues to be in full force and effect, Qualytextil undertakes:

(a)           to keep the Inventory at its own expense in good conditions of repair and in perfect operating conditions, ensuring that the value thereof is not affected, to perform any relevant maintenance therefore and to keep it free of any liens, encumbrances or charges, as well as to defend it against all claims and legal procedures brought by any person other than the Bank;

(b)           to maintain enough goods at its Inventory to accomplish with the lien created herein.

(c)           to pay out of its own funds or for its own account any taxes, charges, license fees, duties, contributions, assessments and/or any other amounts due or to become due with regard to the Inventory, obtaining release and/or discharge thereof;

(d)           to assume the liabilities for any and all damages caused by the Inventory to third parties and/or to Qualytextil assets, holding the Bank harmless of the liabilities for any and all damages caused by the Inventory to said third parties or assets;

(e)            to keep the Inventory  at its own expense insured, in favor of the Bank, against total risk, including, but not limited to damages caused by fire, flood, earthquake, robbery, theft, embezzlement, vandalism and other reasonable causes of damages, with reputable insurance companies and/or underwriters in a manner, to an extent and on terms satisfactory to the Bank and customary for such kind of assets in the Federative Republic of Brazil as well as to produce to the Bank documentary evidence of compliance by Qualytextil with the obligations contained

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herein within 30 (thirty) days from the date of execution of this Agreement and annually, within 30 (thirty) days from every anniversary of the insurance policy;

(f)             to appoint the Bank as loss payee under the insurance policy/ies relating to the Inventory and to order the insurance company/ies to pay to the Bank thereinafter any insurance proceeds and any premium reimbursement;

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(g)           to inform the Bank and the insurance company(ies) promptly of the occurrence of any insurance event relating to the Inventory and, as the case may be, to keep the Bank advised as to the progress of any claim invoked against Qualytextil or any of its property. In the event of any loss, Qualytextil shall not take any step for the purpose of entering into a compromise, settlement or arrangement with any of its insurance companies or creditors without prior written consent of the Bank;

(h)           to immediately inform the Bank when any of the insurance policies related to the Inventory or provided in this Agreement is terminated, revoked or nullified;

(i)            not to claim, ask or request, and not to file any lawsuit or judicial proceeding against the Bank in order to compel it to take any measure in relation to the Inventory or asking for any indemnification due to damages occurred in the Inventory, independently of the cause and size of the damage;

(j)            not to  create or permit to exist any charge, pledge, mortgage, hypothecation, lien or other encumbrance of any nature whatsoever having the effect of creating a security interest over the Inventory or to allow the Inventory to be used in violation of any law, regulation or insurance policy applicable to the Inventory. Losses or damages caused to the Inventory shall not exempt Qualytextil of any of the obligations assumed hereunder;

(k)           to allow the representatives of the Bank or a third person on behalf of the Bank to inspect the Inventory and the premises where the Inventory is installed at any reasonable time and on reasonable notice;

4.02.         Negative Covenants. During the term of this Agreement, Qualytextil undertakes not to:

(a)           create any other encumbrances to the Inventory for so long as the Inventory are subject to lien created hereunder without the prior written consent of the Bank.

(b)           take or participate in any action or enter into any agreement which results or may result in the loss of ownership and/or possession of all or part of  the Inventory, including the Substitute Goods, for so long as the Inventory are subject to the lien created hereunder, or any other transaction which could have the same result as a encumbrance of any of the goods which are part of the Inventory or which would, for any reason, be inconsistent with the security interest of the Bank hereunder or defeat, impair, amend, restrict or circumvent any right of the Bank hereunder, except that Qualytextil is hereby authorized to sell, use or move the Inventory, with due regard to Section 4.01(b).

4.03.         Transfer of Inventory. (a) In the event of an act of God or force majeure, Qualytextil may transfer the Inventory affected by such acts of God or force majeure, even to another place with storing conditions reasonably acceptable to the Bank, in order to preserve and maintain the Inventory (or any part thereof) in good storage conditions. In this event, Qualytextil shall, as soon as practicable, but no later than five (5) Business Days after any such event, inform the Bank of the place to which the Inventory (or any part thereof) has been transferred to (“New Location”), which place may then be inspected by the Bank. If the Bank

6

has reasonable grounds not to approve the New Location, the Bank may inform Qualytextil of its objection and request Qualytextil to remove and/or transfer the Inventory (or any part thereof) to another location reasonably acceptable to the Bank, in which case Qualytextil shall remove the Inventory to another location within the timeframes reasonably agreed upon between the parties, at the expenses of Qualytextil.

(b)           In the event the Inventory are transferred to the New Location pursuant to his Section 4.03 (a), Qualytextil agrees to, as soon as practicable, but no later than ten (10) Business Days after any such transfer, execute and deliver to the Bank an amendment to this Agreement to update the list of the Inventory contained in Annex II with the new location for each Inventory.

(c)           Any amendments to this Agreements to be executed pursuant to this Section 4.03 shall be registered with the competent real estate registry(ies) and delivered to the Bank as provided and within the timeframes established under Section 8.01.

ARTICLE V - RISK OF LOSS

5.01.        Qualytextilshall bear all risk of loss with respect to the Inventory. The injury to or loss of the Inventory, either partial or total, shall not release Qualytextil from payment or other performance hereof.

5.02.        Qualytextil shall bear the risk of loss to the extent of any deficiency in the effective insurance coverage with respect to loss or damage to the Inventory. Qualytextil hereby assigns to Bank the proceeds of all property insurance covering the Inventory up to the amount of the Secured Obligations and directs any insurer to make payments directly to Bank.  Qualytextil hereby appoints Bank its attorney-in-fact, which appointment shall be irrevocable and coupled with an interest for so long as Secured Obligations are unpaid, to file proof of loss and/or any other forms required to collect from any insurer any amount due from any damage or destruction of the Inventory, to agree to and bind Qualytextil as to the amount of said recovery, to designate payee(s) of such recovery, to grant releases to insurer, to grant subrogation rights to any insurer, and to endorse any settlement check or draft. Qualytextil agrees not to exercise any of the foregoing powers granted to Bank without Bank's prior written consent.

ARTICLE VI - DEFAULT

6.01.         Default. (a) Upon the occurrence of an Event of Default (as defined in the Credit Agreement) which is continuing, the Bank may, in its sole discretion, irrespective of any prior or subsequent notice, sell, assign, transfer or in any other way dispose of all or part of the Inventory pledged hereunder (the “Sale”), at market price and upon market terms and conditions and subject to applicable law, in or out of court, in a public or private transaction, and shall apply the proceeds of such Sale thus received for the payment of the Secured Obligations then due and unpaid, as well as for the payment or reimbursement of all other costs and expenses incurred as a result of the Sale.

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(b)           For the purposes hereof, it is hereby agreed and understood that (i) in the event the amount obtained from the Sale, after the reimbursement to the Bank of all costs and expenses incurred in connection with the Sale, including Bank’s fees, attorney’s fees and court costs and expenses, exceeds the amounts due under the Secured Obligations, the balance shall be promptly returned to Qualytextil by the Bank, and (ii) in the event the amounts obtained from the Sale are lower than the amounts due under the Secured Obligations, Qualytextil shall remain liable for the payment of the outstanding balance.

6.02.         Power of Attorney. (a) For the purposes of this Article VI, Qualytextil hereby irrevocably and irreversibly, as a condition to the pledge created hereunder, appoints the Bank as its attorney-in-fact, pursuant to Article 684 and the sole paragraph of Article 686 of the Brazilian Civil Code, to act solely, with broad powers to, upon the occurrence of an Event of Default which is continuing carry out, in the name and on behalf of Qualytextil, any acts necessary for the Sale, including the execution of any documents required for the definitive transfer of the Inventory pledge hereby, the Bank being authorized, at its sole discretion and irrespective of Qualytextil’s consent, to delegate the powers granted herein to any third party.

(b)           For such purpose Qualytextil has executed and delivered to the Bank on the date hereof an irrevocable power-of-attorney, substantially in the form of Annex IV and shall maintain such irrevocable power-of-attorney in full force and effect until the Secured Obligations have been paid in full to the Bank to its satisfaction.

(c)           Any notice by to the Bank that at such time an Event of Default has occurred or has ceased shall be conclusive against Qualytextil and any other third parties.

ARTICLE VII -TERM

7.01.        Term. The pledge hereunder and the power of attorneys granted herein will endure in their entirety and will remain in full force and effect until the Secured Obligations have been irrevocably and indefeasibly paid in full to the Bank has no further commitment to lend under the Credit Agreement.

ARTICLE VIII - MISCELLANEOUS

8.01.         Registration. (a) Qualytextil undertakes to, within fifteen (15) days of the date of execution of this Agreement, register it or any amendments hereto with the competent Real Estate Registry (Cartório de Registro de Imóveis) of the city(ies) where the Inventory are located, provided that Qualytextil shall pay any and all costs, expenses, fees and other charges payable in connection thereto, necessary for the perfection of this Agreement or any amendments thereto. Qualytextil shall provide the Bank with one original counterpart of this Agreement or any amendment thereto duly registered with the competent Real Estate Registry within five (5) Business Days after its accomplishment.

(b)            For registration purposes only, the amount of this Agreement is R$3,512,416.57.

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8.02.         Deposit of the Inventory – Qualytextil hereby irrevocably undertakes to act as depository, in accordance with the provisions of the Brazilian Civil Code, of the Inventory and of any Substitute Goods.

8.03.         Cumulative Remedies. The rights, powers and remedies of the Parties under this Agreement are cumulative and shall be in addition to all rights, powers and remedies available to the Parties pursuant to the Credit Agreement and at law, in equity or by statute and may be exercised successively or concurrently without impairing the rights of the Parties hereunder.

8.04.         Waivers and Amendments. This Agreement and its provisions shall only be modified, amended, supplemented or waived with the express written consent of Qualytextil and the Bank.

8.05.         Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, and shall not affect any other provisions hereof or the validity, legality or enforceability of such provision in any other jurisdiction.  To the extent permitted by applicable law, the parties shall in good faith negotiate and execute an Amendment to this Agreement to replace any such severed provision with a new provision that (a) reflects their original intent and (b) is valid and binding.  The first priority security interest created thereby shall, to the extent permitted by applicable law, constitute a continuing first priority Lien on and perfected first priority security interest in the Inventory, in each case enforceable against Qualytextil in accordance with its terms.

8.06.         Complete Agreement; Successors and Assigns. This Agreement is intended by the parties as the final expression of their agreement regarding the subject matter hereof and as a complete and exclusive statement of the terms and conditions of such agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

8.07.         Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the further exercise of such right or remedy.

8.08.         Language.This Agreement is being executed in English and a sworn translation of this Agreement shall be provided by Qualytextil for purposes of registry, pursuant to Section 8.01.above.

8.09.         No Novation. It is the express intent of the parties hereto that this Agreement is in no way intended to constitute a novation of any of the terms of the Lon Agreement.

8.10.         Intervening and Consenting Parties. The Intervening and Consenting Parties hereby expressly consents to and agrees with all of the terms and conditions of this Agreement and undertakes to faithfully observe and fulfill any and all of its obligations arising hereunder.

8.11          Notices. All notices and other communications provided for hereunder shall be provided in accordance with the Credit Agreement.

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8.12.        Clearance Certificates. Qualytextil hereby delivers to the Bank the following clearance certificates which copies are attached hereto as Annex V I:

(i) Clearance Certificate (Certidão Positiva com Efeitos de Negativa de Débitos relativos às Contribuições Previdenciárias e às de Terceiros) issued by the Federal Revenue Service (Secretaria da Receita Federal); and

(ii) Clearance Certificate (Certidão Conjunta Positiva com Efeitos de Negativa de Débitos relativos aos Tributos Federais e à Dívida Ativa da União), joinly issued by the Office of the Attorney-General of the National Treasury (Procuradoria da Fazenda Nacional) and the Federal Revenue Service (Secretaria da Receita Federal).

8.13.         Governing Law; Jurisdiction.  This Agreement shall be governed by and construed and interpreted in accordance with the laws of Brazil.  The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action or proceeding to resolve any dispute or controversy related to or arising from this Agreement and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such courts, with the express waiver of the jurisdiction of any other court, however privileged it may be.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in the presence of the undersigned witnesses.

WACHOVIA BANK

By:	/s/ Roger Grossman	By:
Name:	Roger Grossman	Name:
Title:	Vice President	Title:

QUALYTEXTIL S.A.

By:	/s/ Miguel G. Bastos	By:	/s/ Elder Marcos Vieira da Conceicao
Name:	Miguel G. Bastos	Name:	Elder Marcos Vieira da Conceicao
Title:	CFO	Title:	CEO

LAKELAND INDUSTRIES, INC.

By:	/s/ Gary A. Pokrassa
Name:	Gary Pokrassa
Title:	CFO

LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

By:	/s/ Jose Tavares Lucena	By:
Name:	Jose Tavares Lucena	Name:
Title:	Administrator	Title:

WITNESSES:
Name:	Name:
ID:	ID:

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ANNEX I

CONDITIONS AND CHARACTERISTICS OF THE SECURED OBLIGATIONS

1)             TOTAL PRINCIPAL AMOUNT OF THE SECURED OBLIGATIONS

A sum not to exceed US$ 30,000,000.00 (thirty million United States dollars)

2)             INTEREST RATE OVER THE AMOUNT EFFECTIVELY DISBURSED:

Based on either LIBOR or LIBOR Market Index Rate, plus the Applicable Margin (equal to the percentage set forth in the table based on Borrower’s Funded Debt to EBITDA Ratio), more particularly described in the Second Amended and Restated Promissory Note attached hereto as Annex I(a)

3)             MATURITY DATE OF INTEREST:

Monthly payments of interest only commencing June 2, 2008, final payment of all accrued interest on July 7, 2010

4)              REPAYMENT OF THE PRINCIPAL AMOUNT:

Final payment of principal on July 7, 2010

5)             PENALTY IN AN EVENT OF DEFAULT:

Interest rate plus 3%

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ANNEX I.(a)

SECOND AMENDED AND RESTATED PROMISSORY NOTE

13

ANNEX II

DESCRIPTION AND LOCATION OF THE INVENTORY AS OF APRIL 30, 2008

Quantity Quality Description Location

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ANNEX III

NOTICE OF PLEDGE

Pursuant to the Inventory Pledge and Security Agreement, dated as of May 13, 2008 by and among (i) WACHOVIA BANK (the “Bank”); and QUALYTEXTIL S/A (the “Qualytextil”), and as Intervening and Consenting Parties; LAKELAND DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., and LAKELAND INDUSTRIES, INC; we hereby give in pledge and transfer to the Bank, under the terms and conditions of the above referred Inventory Pledge and Security Agreement and for the purposes specified therein, the following Substitute Goods:

Quantity Quality Description Location

May 13, 2008

QUALYTEXTIL S/A

By: /s/ Miguel G. Bastos

Name: Miguel G. Bastos

Title: CFO

Accepted by:  /s/ Roger Grossman

WACHOVIA BANK

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ANNEX IV

POWER OF ATTORNEY

QUALYTEXTIL S/A, A company duly organized and existing in accordance with the laws of Brazil, with its registered office in the City of Salvador, State of Bahia, at Rua Luxemburgo, s/nº, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, Brazil, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 04.011.170/0001-22, herein duly represented in accordance with its Charter Documents, together with its successors and permitted assigns (the “Qualytextil”) hereby irrevocably and irreversibly appoints WACHOVIA BANK, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 20th Floor, New York, New York  10017, represented in accordance with its corporate documents (the “Bank”), as its attorney-in-fact to act in its name and place, with the following powers:

(a) upon the occurrence of an Event of Default which is continuing (as defined in the Credit Agreement), to sell, assign, transfer or in any other way dispose of all or part of the Inventory pledged to the Bank pursuant to the Inventory Pledge and Security Agreement entered into between the Bank and Qualytextil on May 13, 2008 (as from time to time amended, the “Inventory Pledge and Security Agreement”), at market prices and upon market terms and conditions and subject to applicable law irrespective of any prior or subsequent notice to Qualytextil with respect thereto, in accordance with the provisions set forth in the Inventory Pledge and Security Agreement and in Article 1,433, Item IV, and Article 1,435, Item V, of the Brazilian Civil Code, and apply the proceeds thus received for the payment of the Secured Obligations the due and unpaid as well for the payment or reimbursement of all other costs and expenses incurred as a result of such sale, being vested with all necessary powers incidental thereto, including, without limitation, the power and authority to execute transfer documents, including discharge documentation with respect to the Inventory, to purchase foreign currency and make all remittances abroad, to sign any necessary foreign exchange contract with financial institutions in Brazil that may be required to such remittances and to represent the Grantor before the Central Bank of Brazil, financial institutions, private and public law legal entities and any Brazilian governmental authority when necessary to accomplish the purpose of the Inventory Pledge and Security Agreement; and

(b) upon the occurrence of an Event of Default which is continuing, to take any action and to execute and deliver any instrument consistent with the terms of the as deemed

16

necessary or advisable to accomplish the purpose of the Inventory Pledge and Security Agreement.

Any notice by the Bank that at such time an Event of Default has occurred and is continuing shall be conclusive against Qualytextil and all other third parties. Capitalized terms used, but not defined herein, shall have the meaning ascribed to them in the Credit Agreement and/or in the Inventory Pledge and Security Agreement. The powers granted herein are in addition to the powers granted by the Bank in the Inventory Pledge and Security Agreement and not to cancel or revoke any of such powers. This power of attorney is irrevocable and is granted as a condition to the Inventory Pledge and Security Agreement and as a means to comply with the obligations set forth therein, in accordance with the Article 684 and the sole paragraph of Article 686 of the Brazilian Civil Code, and shall be valid and effective until The Bank has receives full payment of the obligations secured by the Inventory Pledge and Security Agreement to its satisfaction. The Bank may delegate the power granted through this power of attorney.

Qualytextil has caused its duly authorizes representatives to execute this power of attorney on May 13, 2008.

QUALYTEXTIL S/A

By: /s/ Miguel G. Bastos

Name: Miguel G. Bastos

Title: CFO

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ANNEX V

CLEARANCE CERTIFICATES

 18

EX-10.19

Exhibit 10.19

ACCOUNTS RECEIVABLE AND BANK ACCOUNT PLEDGE AGREEMENT

BY AND BETWEEN

QUALYTEXTIL S/A,

as Pledgor,

AND

WACHOVIA BANK, NATIONAL ASSOCIATION

as Pledgee

May 13, 2008.

ACCOUNTS RECEIVABLE AND BANK ACCOUNT PLEDGE AGREEMENT

This Accounts Receivable and Bank Account Pledge Agreement (the “Agreement”), is made by and between:

(a)           QUALYTEXTIL S/A, a corporation (sociedade por ações), duly organized and existing in accordance with the laws of Brazil, with its head office located at the City of Salvador, State of Bahia, at Rua Luxemburgo, s/n.º, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 04.011.170/0001-22 (hereinafter referred to as “Pledgor”), herein represented in accordance with its corporate documents; and

(b)           WACHOVIA BANK, NATIONAL ASSOCIATION, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 43rd Floor, New York, New York 10017 (hereinafter referred to as “Pledgee”), herein represented in accordance with its corporate documents.

Pledgee and Pledgor are hereby individually referred to as a "Party" and collectively as "Parties",

WHEREAS, pursuant to the Loan Agreement, dated July 7, 2005, as amended by the Third Modification Agreement and Reaffirmation of Guaranty dated of even date hereof entered into by and between Lakeland Industries, Inc. (“Lakeland”) and the Bank (the “Credit Agreement”), the Bank has agreed to loan to Lakeland a $ 30,000,000 revolving line of credit to be used for the purchase by Lakeland do Brasil Empreendimentos e Participações Ltda. (“Lakeland do Brasil”) of the totality of shares of Pledgor (as amended, supplemented, restated or otherwise modified and in effect from time to time, the “Credit Agreement”);

WHEREAS after the execution of a Share Purchase Agreement by and among Lakeland, Lakeland do Brasil, Pledgor, and its shareholders, Lakeland do Brasil shall be the legal owner of 1,507,701  shares, being 1,492,624 shares of common stock and 15,077 shares of Class A preferred stock, without par value, representing in the aggregate, 100% of the capital stock of  Pledgor;

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WHEREAS, the payment of all amounts owed to Pledgee pursuant to the Credit Agreement and any of the other documents referred therein shall be secured by the pledge over certain receivables of Pledgor, among other guaranties;

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

1.             Rules of Construction.  (a)   Capitalized terms used and not otherwise defined in this Agreement are used herein with the same meanings ascribed to such terms in the Credit Agreement. All terms defined in this Agreement in the singular shall have the same meaning when used in the plural and vice versa. All terms defined in this Agreement shall have the defined meanings contained herein when used in any other document made or delivered pursuant hereto.

(b)           Any reference in this Agreement to “continuing” in relation to an Event of Default shall be construed as meaning that the relevant Event of Default has not been remedied (if capable of remedy), cured (if capable of cure), waived (if constituting a breach of covenant) or otherwise terminated.

2.             Pledge; Grant of Security Interest.  In order to secure the payment of all amounts owed to Pledgee under the Credit Agreement and any of the other credit documents, with interest at the rates set forth therein and the full performance by Pledgor of all of the other terms, covenants and obligations set forth in the Credit Agreement or herein (the “Secured Obligations”), Pledgor hereby unconditionally and irrevocably pledges, assigns, transfers and gives as security interest to Pledgee, pursuant to the provisions of Article 1,419 to 1,437 and 1,451 et seq. of the Brazilian Civil Code, all of its present and future credit rights against Banco Itaú S.A. (“Itaú”) with respect to account n. 21707 held by Pledgor with branch n. 1576 of Itaú and against Banco do Brasil S.A (“Banco do Brasil” and together with Itaú, the “Depositaries”) with respect to account n. 000.027.881-5, held by Pledgor with branch n. 3429-0 of Banco do Brasil (the “Accounts”), in which Pledgor undertakes to deposit or to cause to be deposited all amounts received by Pledgor in relation to: (i) all incomes, rents, revenues, profits, proceeds, accounts receivable, security deposits and other benefits, present or future, derived from its activities and trading business, (ii) all proceeds from insurance payable to the Pledgor, whether or not such insurance coverage is specifically required under the terms of the Credit Agreement, (iii) all proceeds arising on account of condemnation of any of its properties, and recoveries for any diminution in the value of its properties and (iv) to the extent not included in the foregoing items, all proceeds and products of the

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property referred to in items above and whatever is received upon any exchange, sale or other disposition of any of such property, whether cash or non-cash proceeds, and any and all other amounts paid or payable under or in connection with any of the foregoing and any and all documents or instruments related thereto, (the "Pledged Rights").

2.1.           For purposes of Article 1,424 of the Brazilian Civil Code, it is expressly covenanted by the Parties that the principal conditions and characteristics of the Secured Obligations are those established in the Credit Agreement. The total estimated principal amount of the Secured Obligations, the final maturity date and the interest rates provided in the Credit Agreement for such Secured Obligations are, on this date, those set forth in Exhibit A hereof.

2.2.           In order to clearly evidence the pledge being granted hereunder, and as per Article 1,452, sole paragraph of the Brazilian Civil Code, Pledgor symbolically delivers (traditio ficta) the Pledged Rights in pledge to Pledgee, by delivery to Pledgee of a duly certified copy of the agreement between Pledgor and the Bank for the opening of the Accounts, as well as certified copies of the documents evidencing the existence of the Pledged Rights.

3.             Restriction on Transfer and Encumbrance.  During the term of this Agreement, Pledgor may not dispose of, sell, assign, transfer, lend, swap, or convey to the capital stock of companies, establish any usufruct or common trust, create any other lien, encumbrance or collateral security in addition to the pledge contracted herein, or otherwise dispose of, fully or partially, directly or indirectly, free of charge or for remuneration, of the Pledged Rights, the Depositaries undertaking not to give effect to any of such acts that have been performed without the necessary previous written consent from Pledgee, according to the terms of the Credit Agreement.

4.             Registration of the Pledged Rights.  Pledgor shall, within twenty (20) days after the execution of this Agreement, cause this Agreement to be registered with the competent Registries of Titles and Deeds (Cartórios de Registro de Títulos e Documentos) in Brazil and deliver to Pledgee evidence of such registration.

4.1.           Pledgor shall pay all expenses incurred in connection with such registrations.

5.             Representations and Warranties.  Pledgor hereby represents and warrants to Pledgee, as follows:

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(a) This Agreement constitutes a legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, and the security interest created hereby will, constitute a legal, valid and perfected first priority security interest in the Pledged Rights, enforceable in accordance with its terms against all creditors of  Pledgor, in each case as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to creditors’ rights generally; provided, however, that any security interest created hereby in any Pledged Right which has not been issued to, or received or acquired by, Pledgor on or before the date hereof shall be deemed to have been created, perfected and to be in full force only after such Pledged Right is issued to, or received or acquired by, Pledgor;

(b) The execution, delivery, performance and grant of the security interest created hereby have been duly authorized by all necessary corporate actions on the part of Pledgor and do not and will not (i) violate any provision of any charter or other organizational documents of Pledgor, (ii) conflict with, result in a breach of, nor constitute  a default under, or, except for consents and approvals that have been obtained and are in full force and effect, require the approval or consent of any person pursuant to any material contractual obligation of Pledgor, nor violate any applicable law binding on Pledgor, or (iii) result in the creation or imposition of any lien upon any asset of Pledgor or any income or profits therefrom, except for the lien created under this Agreement;

(c) Pledgor is the legal and record owner of the Pledged Rights, free from any liens other than those contemplated herein; and

(d) The Pledged Rights held by and pledged by Pledgor hereunder are within its disposition and control.

6.           Covenants.  Pledgor covenants and agrees with Pledgee, until termination of this Agreement and release of the obligations hereunder, in accordance with Section 15 hereof, as follows:

(a) Pledgor will execute, acknowledge and deliver, at its sole cost and expense, all such further acts, deeds, or documents as Pledgee shall from time to time reasonably request, which may be necessary in the judgment of Pledgee to assure, perfect, and grant to Pledgee the security interests and other rights

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conveyed or assigned hereunder. All reasonable costs and expenses in connection with the grant or continuation of any security interests hereunder, including reasonable legal fees and other reasonable costs and expenses in connection with the grant, registration, perfection, maintenance or continuation of any security interests hereunder or the preparation, execution, delivery, recordation or filing of documents and any other acts of Pledgee may reasonably request in connection with the grant, registration, perfection, maintenance or continuation of such security interests, shall be paid by Pledgor promptly upon demand. Pledgor will not enter into or become subject to any agreement which would impair its ability to comply, or which would purport to prohibit it from complying, with the provisions hereof;

(b) upon the occurrence and continuation of an Event of Default, as may be evidenced by written notice from Pledgee to Pledgor, pursuant to Section 17 below (irrespective of any notice to the contrary), comply with all written instructions received from Pledgee in connection with the exercise by Pledgee of the remedies set forth in Section 11 hereof;

(c) promptly inform Pledgee by written notice of the occurrence of (i) any event which could be expected to cause material reduction of the Pledge created hereby or (ii) any other event within the knowledge of Pledgor that could be expected to cause a material reduction of the aggregate value of the Pledged Rights;

(d) indemnify and hold Pledgee harmless against any and all claims, suits, liabilities, damages and costs of any nature, including reasonable and properly documented attorneys’ fees, arising out of or in any way connected with the title to the Pledged Rights, except to the extent such claims, suits, liabilities, damages and costs are caused by the negligence or willful misconduct of Pledgee, it being agreed and understood that such indemnification obligation shall remain valid notwithstanding the termination of this Agreement with respect to events taking place before termination, subject to the relevant statute of limitations under applicable law;

(e) Pledgor shall, at all times, maintain the Accounts open and active until the termination of this Agreement in accordance with the provisions hereof; and

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(f) Within 90 (ninety) days as of the date hereof Pledgor shall deposit, or cause to be deposited, exclusively in the Accounts, all amounts received by Pledgor in relation to the Pledged Rights received by the Pledgor. For this purpose, Pledgor shall have instructed all persons or entities owing any of the Pledged Rights to Pledgor to make any and all payments due to Pledgor to the Accounts and Pledgor further undertakes to instruct any future parties to make any and all payments to the Accounts.

7.             Obligations with Respect to Third Party Act.  As soon as Pledgor becomes aware of the existence of any third party act which may lead to a threat of encumbrance and/or effectively result in the encumbrance of the Pledged Rights (“Third Party Act”), Pledgor shall inform Pledgee of such Third Party Act, providing it with the information and documents available to it. Pledgor undertakes to adopt all applicable judicial and/or extrajudicial measures to preserve and maintain the integrity and validity of the pledge created pursuant to this Agreement, and/or fully recompose or replace such pledge, by means of other bank accounts so that it remains always in full force the pledge over the Pledged Assets.

7.1.           In the judicial execution actions brought against the Pledgor by third parties, the Pledgor is required to make its best endeavors to enforce the pledge created pursuant to this Agreement, undertaking for such: (a) not to indicate the Pledged Rights for attachment, (b) to timely challenge any attachment of the Pledged Rights, in all jurisdiction levels, by filing applicable appeals, (c) to timely submit the applicable defenses in the execution, (d) not to hinder the exercise of the rights by Pledgee, but to collaborate with Pledgee for such rights to actually prevail, (e) to inform Pledgee of the existence of any execution or collection action filed against it, the amount of which is equal to or higher than US$ 500,000.00 (five hundred thousand United States dollars), even if there is no attachment of the Pledged Rights immediately, but always within at most 5 (five) business days after becoming aware, by any means, of the existence of said executions or actions, and (f) to send, whenever requested, reports to Pledgee with updated information on the status of the execution or collection actions filed against Pledgor, involving an amount equal to or higher than US$ 500,000.00 (five hundred thousand United States dollars). For purposes of this clause, “collection action” means any procedural, administrative or judicial means, including the arbitral means, in which a party requests that the Pledgor be sentenced to pay any debt for an amount equal to or higher than said amount.

8.             Appointment and Duties of Depositaries.  Pledgor shall cause the Depositaries to execute and deliver to Pledgee a deposit account agreement substantially in

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the form of Exhibit B (“Deposit Account Agreement”), with respect to the Accounts whereby the Depositaries will accept appointment as depositaries of the amounts deposited in the Accounts, pursuant to Article 627 et seq. of the Brazilian Civil Code, assuming full responsibility for the safety, control, maintenance and preservation of the Accounts and the funds deposited therein in accordance with the terms and conditions set forth therein. Pledgor undertakes to endeavor its best efforts to cause the Depositaries to execute the Deposit Accounts Agreement within 30 (thirty) days from the date hereof. In case the Depositaries does not agree to the conditions of the Deposit Account Agreement, the Parties shall negotiate alternatives that accomplish the same goals herein, that is ensuring the existence and enforceability of the Pledge created hereby that accomplish.

9.             Undertakings With Respect to the Depositaries.  During the term of this Agreement, Pledgor shall cause the Depositaries to receive any and all amounts that shall be deposited by or on behalf of Pledgor in the Accounts, effect the transfers set forth herein and carry on its duties for the proper maintenance and preservation of the funds existing in the Accounts with due regard to Section 6(f) above.

10.           Withdrawals and Transfers from Accounts.

(a) Upon the occurrence and continuance of an Event of Default, any and all transfers from the Accounts shall be made upon prior written express authorization of Pledgee.

(b) Upon the occurrence and continuance of an Event of Default, the amounts to be transferred from the Accounts shall be calculated by Pledgor and communicated to the Depositaries and Pledgee by Pledgor in writing at least three (3) business days prior to each date on which a transfer is to be made, which writing shall state that (i) such transfer is being made in accordance with the provisions and requirements hereof, and (ii) no Event of Default then exists.

(c) Not later than the 5th business day of each month, Pledgor shall provide Pledgee with a statements of the Accounts, describing: (i) the amounts deposited in the Accounts since the date of the last such report, so long as any amounts have been deposited in, withdrawn from or transferred to or from the Accounts, (ii) accrued amounts existing in the Accounts as from its opening, (iii) the investments of the funds of the Accounts made since the date of the last such report and any revenues and gains obtained therewith, and (iv) the balance existing in the Accounts, as well as the withdrawals

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made during the relevant period, so that Pledgee is fully informed and updated in respect of the Accounts, as well as of the total amounts and investments subject to the lien created hereunder. Pledgor shall maintain such reports reflecting such amounts, investments and funds described in the preceding sentence held in the Accounts.

11.           Rights and Powers of Pledgee Upon an Event of Default.

(a) Pledgor hereby irrevocably appoints Pledgee as its true and lawful attorney-in-fact (the same being coupled with an interest) with full power of substitution to, upon the occurrence and continuation of an Event of Default, instruct the Depositaries to, without being required to give any notice, without limitation and in addition to any and all rights with respect to the Pledged Rights granted to Pledgee hereof:

(i)            instruct the obligor or obligors on or any counterparties to any agreement, instrument or other obligation in respect of or relating to Pledgor or the Pledged Rights to make any payment required by the terms of such instrument, agreement or obligation to Pledgee;

(ii)           direct Pledgor or the Depositaries in writing to deliver the Pledged Rights or any part thereof to Pledgee at any place or places designated by Pledgee;

(iii)           withdraw or transfer any and all cash and apply such cash for the payment of the Secured Obligations in accordance with the terms of the Credit Agreement; and

(iv)           sell, assign or otherwise liquidate the Pledged Rights or any part thereof and apply the same for the payment of the Secured Obligations in accordance with the terms of the Credit Agreement,

in each case, returning to Pledgor any sums exceeding the Secured Obligations.

(b) Promptly after the cessation of an Event of Default, Pledgee shall send written notice of such cessation to the Depositaries, which shall immediately and conclusively rely on such notice to act pursuant to the instructions it receives from Pledgor with respect to the respective Accounts.

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12.           Default and Remedies.  Upon the occurrence and continuation of an Event of Default, Pledgee is hereby irrevocably authorized and entitled to, dispose of, collect, receive, appropriate and/or realize upon the Pledged Rights (or any part thereof) and may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Rights or any part thereof at such price and upon such terms and conditions as it may deem appropriate, irrespective of any prior or subsequent notice to Pledgor, in accordance with the provisions set forth in Article 1,433, Item IV and Article 1,435, Item V of the Brazilian Civil Code, and apply the proceeds thus received for payment of the Secured Obligations, returning to Pledgor any sums exceeding the Secured Obligations.

13.           Amendments with Respect to the Secured Obligations.  Pledgor shall remain obligated hereunder, and the Pledged Rights shall remain subject to the security interests granted hereby, at all times until the termination of this Agreement pursuant to Section 15below, notwithstanding  the occurrence of any of the events below, without notice to Pledgor:

(a) the liability by Pledgor or any person to any part of the Secured Obligations, or any security or guarantee with respect thereto, is, at any time, in whole or in part, renewed, extended, amended, modified, accelerated, reimbursed or released by Pledgee;

(b) the Credit Agreement is amended, modified or supplemented, in whole or in part; and

(c) any guaranty or rights at any time held by Pledgee for the payment of the Secured Obligations are sold, exchanged, waived, surrendered or released.

14.           Rights and Remedies. When pursuing its rights and remedies hereunder, Pledgee may, but shall be under no obligation to, pursue such rights and remedies as it may have against any third party or against any security for or guaranty of the Secured Obligations. The failure by Pledgee to pursue such rights or remedies or to collect any payments from such third party or to realize upon any such security or guaranty, or any release of such third party or of any such security or guaranty shall not relieve Pledgor of any liability hereunder, and shall not impair or affect the rights and remedies of Pledgee.

15.           Termination and Release. When the Secured Obligations have been indefeasibly satisfied in full and all obligations under the Credit Agreement have been terminated, and no other amount is then outstanding  or owing to Pledgee under the Credit

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Agreement, then this Agreement shall be considered terminated and the security interests created hereby be released, at the Pledgor's expense, without notice to or consent by Pledgee; otherwise, this Agreement and the security interests created hereby shall remain in full force and effect.  Pledgee, upon the Pledgor's request, in accordance with this Section, shall promptly execute and deliver to Pledgor, at the Pledgor’s expense, all documents reasonably necessary to evidence the release of such guarantee.

16.           Costs and Expenses.  Pledgor hereby agrees to immediately reimburse Pledgee for all reasonable, actual and documented costs and expenses incurred in connection with and necessary for the perfection of the pledge granted hereby, as well as any amendments to and/or enforcement of this Agreement.

17.           Notices.  Any and all notices, requests, authorizations and demands to be effective or transmitted under this Agreement shall be in writing (or by fax or similar electronic transfer confirmed in writing) and shall be deemed to have been duly given or made (a) when delivered by courier or registered letter or (b) if by fax or similar electronic transfer, when sent and receipt has been confirmed.  If to Pledgor or to Pledgee, such notices, requests, authorizations and demands shall be addressed to the following addresses or transmission numbers:

Pledgee:

Wachovia Bank, National Association

Law Department

12 East 49th Street, 43rd Floor

New York, New York 10017

U.S.A.

Attention: Chief Counsel

Tel: ___________________

Fax: ____________________

Pledgor: QUALYTEXTIL S/A

Rua Luxemburgo, s/nº

Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano

Salvador, Bahia

Brazil

Attention: Mr. Miguel Antonio dos Guimarães Bastos

Fax: (55 71) 3390-3001

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18.           Clearance Certificates.  In accordance with and for the purposes of Decree n. 3,048, of May 6, 1999, Pledgor herein delivered to Pledgee the Debt Clearance Certificates (Certidão Negativa de Débito) issued by the Social Security Agency (Instituto Nacional de Seguridade Social) under n. 223942008-04001010, stating that all its obligations with social security are duly complied with up to the date specified therein and Pledgor herein delivered the Clearance Certificate of Federal Debt (Certidão Conjunta Negativa de Débitos Relativos a Tributos Federais e à Dívida Ativa da União) issued by the Brazilian Federal Revenue (Receita Federal do Brasil) under n. C412.4111.1061.3B97.

19.           Waivers and Amendments. Notwithstanding any provisions of this Agreement, no amendment to any provision of this Agreement shall be effective unless the same shall have been signed by all Parties.

20.           Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, and shall not affect any other provisions hereof or the validity, legality or enforceability of such provision in any other jurisdiction. Where provisions of any applicable law resulting in such prohibition or unenforceability may be waived, they are hereby waived by Pledgor and Pledgee to the full extent permitted by applicable law so that this Agreement shall be deemed a valid and binding agreement, and the security interest created hereby shall constitute a continuing and perfected first priority lien on the Pledged Rights, in each case enforceable against Pledgor in accordance with its terms.

21.           Complete Agreement; Successors and Assigns. This Agreement constitutes the final agreement among the Parties regarding the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. At any time during the term of this Agreement, Pledgee may assign or transfer all or part of its rights and obligations hereunder. However, Pledgor may not assign or transfer any of its rights or obligations under this Agreement.

22.           Waiver of Immunity. To the extent that Pledgor has or hereafter may be entitled to claim or may acquire, for itself or any of the Pledged Rights pledged by it pursuant to this Agreement, any immunity from suit, jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, or otherwise) with respect to itself or its property, Pledgor hereby irrevocably waives such immunity in respect of its obligations hereunder to the extent permitted by applicable law.

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23.           Governing Law; Jurisdiction. This Agreement shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties hereto irrevocably submit to the exclusive jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, in any action or proceeding to resolve any dispute or controversy related to or arising from this Agreement.

24.           Specific Performance. The Parties acknowledge for all purposes and effects of the law, that this Agreement, individually, and/or together with the Credit Agreement, and/or together with Promissory Notes, constitutes an extra-judicial title, pursuant to the terms of Article 585 of the Brazilian Civil Procedure Code and, for the purposes hereof, Pledgee, may seek the specific performance of the obligations undertaken herein by Pledgor, as provided in Articles 461, 461-A, 621, 632 and 639 of the Brazilian Civil Procedure Code.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Agreement, in 03 (three) counterparts of equal content, to be duly executed in the presence of the undersigned witnesses.

São Paulo, May 13, 2008.

QUALYTEXTIL S/A

By:	/s/ Miguel G. Bastos	By:	/s/ Elder Marcos Vieira da Conceicao
Name:	Miguel G. Bastos	Name:	Elder Marcos Vieira da Conceicao
Title:	CFO	Title:	CEO

WACHOVIA BANK, NATIONAL ASSOCIATION

By:	/s/ Roger Grossman
Name:	Roger Grossman
Title:	Vice President

Witnesses:

Name:	Name:
ID:	ID:

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EXHIBIT A

CONDITIONS AND CHARACTERISTICS OF THE SECURED OBLIGATIONS

1) TOTAL PRINCIPAL AMOUNT OF THE SECURED OBLIGATIONS

A sum not to exceed US$ 30,000,000.00 (thirty million United States dollars).

2) INTEREST RATE OVER THE AMOUNT EFFECTIVELY DISBURSED:

Based on either LIBOR or LIBOR Market Index Rate, plus the Applicable Margin (equal to the percentage set forth in the table based on Borrower’s Funded Debt to EBITDA Ratio), more particularly described in the Second Amended and Restated Promissory Note attached hereto as Exhibit A.1

3) MATURITY DATE OF INTEREST:

Monthly payments of interest only commencing June 2, 2008, final payment of all accrued interest on July 7, 2010

4) REPAYMENT OF THE PRINCIPAL AMOUNT:

Final payment of principal on July 7, 2010

5) PENALTY IN AN EVENT OF DEFAULT:

Interest rate plus 3%.

1

EXHIBIT A.1

SECOND AMENDED AND RESTATED PROMISSORY NOTE

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EXHIBIT B

FORM OF DEPOSIT ACCOUNT AGREEMENT

To: _________________________________

Delivered personally

Re: Account n. _________________

Branch _____________________

and

Accounts Receivable and Bank Account Pledge Agreement, dated as of [●] (as amended or supplemented from time to time, the “Agreement”), entered into by and between Qualytextil S/A (the “Pledgor”) and Wachovia Bank, National Association (the “Pledgee”).

Dear Sirs:

Please be advised that, pursuant to the Agreement referenced above, all credit rights of Pledgor for any and all amounts (the “Pledged Rights”) from time to time held in or deposited in our account n. ________________, with branch n. ___________ with this institution (the “Account”) have been pledged in favor of the Pledgee. Capitalized terms used but not defined herein shall have the same meanings set forth in the Agreement.

Pledgor hereby irrevocably instructs you to observe all provisions of the Agreement and, upon the occurrence of an Event of Default under the Credit Agreement, as evidenced to you by a written notice from Pledgee (regardless of any notice to contrary by Pledgor), (i) pay over and transfer upon a written request from Pledgee any and all Pledged Rights to or to the order of Pledgee pursuant to the instructions contained in such written request, and (ii) act as a “Depositary” (as defined in the Agreement) pursuant to the instructions of Pledgee with respect to any and all matters relating to the Account, including, without limitation, the segregation of the Pledged Rights in other separate account(s) in accordance with the terms and conditions of the Agreement.  For such purposes, please find attached a copy of the Agreement, executed both in English and Portuguese languages. Promptly after the cessation of an Event of Default, Pledgee shall send written notice of such cessation to you and you shall immediately and conclusively rely on such notice in determining whether to act pursuant to the instructions you receive from Pledgor with respect to the Account. This

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Deposit Account Agreement and the instructions contained herein may not be revoked, amended or modified without the written consent of Pledgee.

Notwithstanding anything herein to the contrary, the Depositary shall be permitted to act in accordance with the determinations of any court order or judicial decision binding on the Depositary and/or the Pledged Rights without being required to dispute such court order or judicial decision.

Yours truly,

QUALYTEXTIL S/A

By:	/s/ Miguel G. Bastos
Name:	Miguel G. Bastos
Title:	CFO

By: /s/ Elder Marcos Vieira da Conceicao

Name: Elder Marcos Vieira da Conceicao

Title: CEO

Agreed and acknowledged:

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

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EX-10.20

Exhibit 10.20

ACCOUNTS RECEIVABLE PLEDGE AGREEMENT

BY AND BETWEEN

QUALYTEXTIL S/A,

as Pledgor,

AND

WACHOVIA BANK, NATIONAL ASSOCIATION

as Pledgee

May 13, 2008.

ACCOUNTS RECEIVABLE PLEDGE AGREEMENT

This Accounts Receivable Pledge Agreement (the “Agreement”), is made by and between:

(a)           QUALYTEXTIL S/A, a corporation (sociedade por ações), duly organized and existing in accordance with the laws of Brazil, with its head office located at the City of Salvador, State of Bahia, at Rua Luxemburgo, s/n.º, Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under no. 04.011.170/0001-22 (hereinafter referred to as “Pledgor”), herein represented in accordance with its corporate documents; and

(b)           WACHOVIA BANK, NATIONAL ASSOCIATION, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 43rd Floor, New York, New York 10017 (hereinafter referred to as “Pledgee”), herein represented in accordance with its corporate documents.

Pledgee and Pledgor are hereby individually referred to as a "Party" and collectively as "Parties",

WHEREAS, pursuant to the Loan Agreement, dated July 7, 2005, as amended by the Third Modification Agreement and Reaffirmation of Guaranty dated of even date herewith, entered into by and between Lakeland Industries, Inc. (“Lakeland”) and the Bank (the “Credit Agreement”), the Bank has agreed to loan to Lakeland a $ 30,000,000 revolving line of credit to be used for the purchase by Lakeland do Brasil Empreendimentos e Participações Ltda. (“Lakeland do Brasil”) of the totality of shares of Pledgor (as amended, supplemented, restated or otherwise modified and in effect from time to time, the “Credit Agreement”);

WHEREAS after the execution of a Share Purchase Agreement by and among Lakeland Lakeland, Lakeland do Brasil, Pledgor, and its shareholders, Lakeland do Brasil shall be the legal owner of 1,507,701  shares, being 1,492,624 shares of common stock and 15,077 shares of Class A preferred stock, without par value, representing in the aggregate, 100% of the capital stock of  Pledgor;

WHEREAS, the payment of all amounts owed to Pledgee pursuant to the Credit Agreement and any of the other documents referred therein shall be secured by the pledge over certain receivables of Pledgor, among other guaranties;

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

1.             Rules of Construction.  (a)     Capitalized terms used and not otherwise defined in this Agreement are used herein with the same meanings ascribed to such terms in the Credit Agreement. All terms defined in this Agreement in the singular shall have the same meaning when used in the plural and vice versa. All terms defined in this Agreement shall have the defined meanings contained herein when used in any other document made or delivered pursuant hereto.

(b)           Any reference in this Agreement to “continuing” in relation to an Event of Default shall be construed as meaning that the relevant Event of Default has not been remedied (if capable of remedy), cured (if capable of cure), waived (if constituting a breach of covenant) or otherwise terminated.

2.             Pledge; Grant of Security Interest.  In order to secure the payment of all amounts owed to Pledgee under the Credit Agreement and any of the other Credit Documents, with interest at the rates set forth therein and the full performance by Pledgor of all of the other terms, covenants and obligations set forth in the Credit Documents or herein (the “Secured Obligations”), Pledgor hereby unconditionally and irrevocably pledges, assigns, transfers and gives as security interest to Pledgee, pursuant to the provisions of Article 1,419 to 1,437 and 1,451 et seq. of the Brazilian Civil Code, all of its present and future credit rights of Pledgor in relation to (i) all incomes, rents, revenues, profits, proceeds, accounts receivable, security deposits and other benefits, present or future, derived from its activities and trading business, (ii) all proceeds from insurance payable to the Pledgor, whether or not such insurance coverage is specifically required under the terms of the Credit Agreement, (iii) all proceeds arising on account of condemnation of any of its properties, and recoveries for any diminution in the value of its properties and (iv) to the extent not included in the foregoing items, all proceeds and products of the property referred to in items above and whatever is received upon any exchange, sale or other disposition of any of such property, whether cash or non-cash proceeds, and any and all other amounts paid or payable under or in connection with any of the foregoing and any and all documents or instruments related thereto, (the "Pledged Rights").

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2.1.           For purposes of Article 1,424 of the Brazilian Civil Code, it is expressly covenanted by the Parties that the principal conditions and characteristics of the Secured Obligations are those established in the Credit Agreement. The total estimated principal amount of the Secured Obligations, the final maturity date and the interest rates provided in the Credit Agreement for such Secured Obligations are, on this date, those set forth in Exhibit A hereof.

3.             Restriction on Transfer and Encumbrance.  During the term of this Agreement, Pledgor may not dispose of, sell, assign, transfer, lend, swap, or convey to the capital stock of companies, establish any usufruct or common trust, create any other lien, encumbrance or collateral security in addition to the pledge contracted herein, or otherwise dispose of, fully or partially, directly or indirectly, free of charge or for remuneration, of the Pledged Rights.

4.             Registration of the Pledged Rights.  Pledgor shall, within twenty (20) days after the execution of this Agreement, cause this Agreement to be registered with the competent Registries of Titles and Deeds (Cartórios de Registro de Títulos e Documentos) in Brazil and deliver to Pledgee evidence of such registration.

4.1.          Pledgor shall pay all expenses incurred in connection with such registrations.

5.             Representations and Warranties.  Pledgor hereby represents and warrants to Pledgee, as follows:

(a) This Agreement constitutes a legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, and the security interest created hereby will, constitute a legal, valid and perfected first priority security interest in the Pledged Rights, enforceable in accordance with its terms against all creditors of  Pledgor, in each case as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to creditors’ rights generally; provided, however, that any security interest created hereby in any Pledged Right which has not been issued to, or received or acquired by, Pledgor on or before the date hereof shall be deemed to have been created, perfected and to be in full force only after such Pledged Right is issued to, or received or acquired by, Pledgor;

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(b) The execution, delivery, performance and grant of the security interest created hereby have been duly authorized by all necessary corporate actions on the part of Pledgor and do not and will not (i) violate any provision of any charter or other organizational documents of Pledgor, (ii) conflict with, result in a breach of, nor constitute  a default under, or, except for consents and approvals that have been obtained and are in full force and effect, require the approval or consent of any person pursuant to any material contractual obligation of Pledgor, nor violate any applicable law binding on Pledgor, or (iii) result in the creation or imposition of any lien upon any asset of Pledgor or any income or profits therefrom, except for the lien created under this Agreement;

(c) Pledgor is the legal and record owner of the Pledged Rights, free from any liens other than those contemplated herein and in Exhibit B hereto; and

(d) Except as set forth in Exhibit B hereto, the Pledged Rights held by and pledged by Pledgor hereunder are within its disposition and control.

6.             Covenants.  Pledgor covenants and agrees with Pledgee, until termination of this Agreement and release of the obligations hereunder, in accordance with Section 15 hereof, as follows:

(a) In accordance with the terms of the Credit Agreement, Pledgor shall provide Pledgee with schedules describing all accounts, including customers' addresses, created or acquired by Pledgor and at Pledgee’s request shall execute and deliver written assignments of contracts and other documents evidencing such accounts to Pledgee.  Together with each schedule, Pledgor shall, if requested by Pledgee, furnish Pledgee with copies of Pledgor’s sales journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all goods sold, and Pledgor warrants the genuineness thereof;

(b) Pledgor will execute, acknowledge and deliver, at its sole cost and expense, all such further acts, deeds, or documents as Pledgee shall from time to time reasonably request, which may be necessary in the judgment of Pledgee to assure, perfect, and grant to Pledgee the security interests and other rights conveyed or assigned hereunder. All reasonable costs and expenses in connection with the grant or continuation of any security interests

5

hereunder, including reasonable legal fees and other reasonable costs and expenses in connection with the grant, registration, perfection, maintenance or continuation of any security interests hereunder or the preparation, execution, delivery, recordation or filing of documents and any other acts of Pledgee may reasonably request in connection with the grant, registration, perfection, maintenance or continuation of such security interests, shall be paid by Pledgor promptly upon demand. Pledgor will not enter into or become subject to any agreement which would impair their ability to comply, or which would purport to prohibit them from complying, with the provisions hereof;

(c) upon the occurrence and continuation of an Event of Default, as may be evidenced by written notice from Pledgee to Pledgor, pursuant to Section 17 below (irrespective of any notice to the contrary), comply with all written instructions received from Pledgee in connection with the exercise by Pledgee of the remedies set forth in Section 11 hereof;

(d) promptly inform Pledgee by written notice of the occurrence of (i) any event which could be expected to cause material reduction of the Pledge created hereby or (ii) any other event within the knowledge of Pledgor that could be expected to cause a material reduction of the aggregate value of the Pledged Rights;

(e) indemnify and hold Pledgee harmless against any and all claims, suits, liabilities, damages and costs of any nature, including reasonable and properly documented attorneys’ fees, arising out of or in any way connected with the title to the Pledged Rights, except to the extent such claims, suits, liabilities, damages and costs are caused by the negligence or willful misconduct of Pledgee, it being agreed and understood that such indemnification obligation shall remain valid notwithstanding the termination of this Agreement with respect to events taking place before termination, subject to the relevant statute of limitations under applicable law;

7.             Obligations with Respect to Third Party Act.  As soon as Pledgor becomes aware of the existence of any third party act which may lead to a threat of encumbrance and/or effectively result in the encumbrance of the Pledged Rights (“Third Party Act”), Pledgor shall inform Pledgee of such Third Party Act, providing it with the information and documents available to it. Pledgor undertakes to adopt all applicable judicial and/or

6

extrajudicial measures to preserve and maintain the integrity and validity of the pledge created pursuant to this Agreement, and/or fully recompose or replace such pledge, by means of other bank accounts so that it remains always in full force the pledge over the Pledged Assets.

7.1.            In the judicial execution actions brought against the Pledgor by third parties, the Pledgor is required to make its best endeavors to enforce the pledge created pursuant to this Agreement, undertaking for such: (a) not to indicate the Pledged Rights for attachment, (b) to timely challenge any attachment of the Pledged Rights, in all jurisdiction levels, by filing applicable appeals, (c) to timely submit the applicable defenses in the execution, (d) not to hinder the exercise of the rights by Pledgee, but to collaborate with Pledgee for such rights to actually prevail, (e) to inform Pledgee of the existence of any execution or collection action filed against it, the amount of which is equal to or higher than US$ 500,000.00 (five hundred thousand United States dollars), even if there is no attachment of the Pledged Rights immediately, but always within at most 5 (five) business days after becoming aware, by any means, of the existence of said executions or actions, and (f) to send, whenever requested, reports to Pledgee with updated information on the status of the execution or collection actions filed against Pledgor, involving an amount equal to or higher than US$ 500,000.00 (five hundred thousand United States dollars). For purposes of this clause, “collection action” means any procedural, administrative or judicial means, including the arbitral means, in which a party requests that the Pledgor be sentenced to pay any debt for an amount equal to or higher than said amount.

10. Account Debtors.

(a) If a Default should occur, Pledgee shall have the right to notify the account debtors obligated on any or all of the Pledged Rights to make payment thereof directly to Pledgee and Pledgee may take control of all proceeds of any such Pledged Rights, which rights Pledgee may exercise at any time.  The cost of such collection and enforcement, including reasonable attorneys' fees and expenses, shall be borne solely by Pledgor whether the same is incurred by Pledgee or Pledgor.  If a Default should occur or upon demand of Pledgee, Pledgor will, upon receipt of all checks, drafts, cash and other remittances in payment on Pledged Rights, deposit the same in a special bank account maintained with Plegee, pursuant to the Accounts Receivable and Bank Account Pledge Agreement dated of even date herewith.

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(b) If a Default should occur, no discount, credit, or allowance shall be granted by Pledgor to any account debtor and no return of merchandise shall be accepted by Pledgor without Pledgee’s consent.  Pledgee may, after Default, settle or adjust disputes and claims directly with account debtors for amounts and upon terms that Pledgee considers advisable, and in such cases Pledgee will credit the Secured Obligations with the net amounts received by Pledgee, after deducting all of the expenses incurred by Pledgee. Pledgor agrees to indemnify and defend Pledgee and hold it harmless with respect to any claim or proceeding arising out of any matter related to collection of Pledged Rights.

11. Rights and Powers of Pledgee Upon an Event of Default.

(a) Pledgor hereby irrevocably appoints Pledgee as its true and lawful attorney-in-fact (the same being coupled with an interest) with full power of substitution to, upon the occurrence and continuation of an Event of Default, notify the account debtors obligated on any or all of the Pledged Rights to make payment thereof directly to Pledgee, without limitation and in addition to any and all rights with respect to the Pledged Rights granted to Pledgee hereof:

(i)           instruct the obligor or obligors on or any counterparties to any agreement, instrument or other obligation in respect of or relating to Pledgor or the Pledged Rights to make any payment required by the terms of such instrument, agreement or obligation to Pledgee;

(ii)         direct Pledgor in writing to deliver the Pledged Rights or any part thereof to Pledgee at any place or places designated by Pledgee;

(iii)        withdraw or transfer any and all cash and apply such cash for the payment of the Secured Obligations in accordance with the terms of the Credit Agreement; and

(iv)        sell, assign or otherwise liquidate the Pledged Rights or any part thereof and apply the same for the payment of the Secured Obligations in accordance with the terms of the Credit Agreement,

in each case, returning to Pledgor any sums exceeding the Secured Obligations.

8

(b) Promptly after the cessation of an Event of Default, Pledgee shall send written notice of such cessation to the the account debtors obligated on any or all of the Pledged Rights to make payment thereof directly to Pledgor.

12.           Default and Remedies.  Upon the occurrence and continuation of an Event of Default, Pledgee is hereby irrevocably authorized and entitled to, dispose of, collect, receive, appropriate and/or realize upon the Pledged Rights (or any part thereof) and may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Rights or any part thereof at market price and market terms and conditions, irrespective of any prior or subsequent notice to Pledgor, in accordance with the provisions set forth in Article 1,433, Item IV and Article 1,435, Item V of the Brazilian Civil Code, and apply the proceeds thus received for payment of the Secured Obligations, returning to Pledgor any sums exceeding the Secured Obligations.

13.           Amendments with Respect to the Secured Obligations.  Pledgor shall remain obligated hereunder, and the Pledged Rights shall remain subject to the security interests granted hereby, at all times until the termination of this Agreement pursuant to Section 15below, notwithstanding  the occurrence of any of the events below, without notice to Pledgor:

(a) the liability by Pledgor or any person to any part of the Secured Obligations, or any security or guarantee with respect thereto, is, at any time, in whole or in part, renewed, extended, amended, modified, accelerated, reimbursed or released by Pledgee;

(b) the Credit Agreement is amended, modified or supplemented, in whole or in part; and

(c) any guaranty or rights at any time held by Pledgee for the payment of the Secured Obligations are sold, exchanged, waived, surrendered or released.

14.           Rights and Remedies. When pursuing its rights and remedies hereunder, Pledgee may, but shall be under no obligation to, pursue such rights and remedies as it may have against any third party or against any security for or guaranty of the Secured Obligations. The failure by Pledgee to pursue such rights or remedies or to collect any payments from such third party or to realize upon any such security or guaranty, or any release of such third party or of any such security or guaranty shall not relieve Pledgor of any liability hereunder, and shall not impair or affect the rights and remedies of Pledgee.

9

15.           Termination and Release. When the Secured Obligations have been indefeasibly satisfied in full and all obligations under the Credit Agreement have been terminated, and no other amount is then outstanding  or owing to Pledgee under the Credit Agreement, then this Agreement shall be considered terminated and the security interests created hereby be released, at the Pledgor's expense, without notice to or consent by Pledgee; otherwise, this Agreement and the security interests created hereby shall remain in full force and effect.  Pledgee, upon the Pledgor's request, in accordance with this Section, shall promptly execute and deliver to Pledgor, at the Pledgor’s expense, all documents reasonably necessary to evidence the release of such guarantee.

16.           Costs and Expenses.  Pledgor hereby agrees to immediately reimburse Pledgee for all reasonable, actual and documented costs and expenses incurred in connection with and necessary for the perfection of the pledge granted hereby, as well as any amendments to and/or enforcement of this Agreement.

17.           Notices.  Any and all notices, requests, authorizations and demands to be effective or transmitted under this Agreement shall be in writing (or by fax or similar electronic transfer confirmed in writing) and shall be deemed to have been duly given or made (a) when delivered by courier or registered letter or (b) if by fax or similar electronic transfer, when sent and receipt has been confirmed.  If to Pledgor or to Pledgee, such notices, requests, authorizations and demands shall be addressed to the following addresses or transmission numbers:

Pledgee:

Wachovia Bank, National Association

Law Department

12 East 49th Street, 43rd Floor

New York, New York 10017

U.S.A.

Attention: Chief Counsel

Tel: ____________________

Fax: ____________________

10

Pledgor: QUALYTEXTIL S/A

Rua Luxemburgo, s/nº

Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São Caetano

Salvador, Bahia

Brazil

Attention: Mr. Miguel Antonio dos Guimarães Bastos

Fax: (55 71) 3390-3001

18.           Clearance Certificates.  In accordance with and for the purposes of Decree n. 3,048, of May 6, 1999, Pledgor herein delivered to Pledgee the Debt Clearance Certificates (Certidão Negativa de Débito) issued by the Social Security Agency (Instituto Nacional de Seguridade Social) under n. 223942008-04001010, stating that all its obligations with social security are duly complied with up to the date specified therein and Pledgor herein delivered the Clearance Certificate of Federal Debt (Certidão Conjunta Negativa de Débitos Relativos a Tributos Federais e à Dívida Ativa da União) issued by the Brazilian Federal Revenue (Receita Federal do Brasil) under n. C412.4111.1061.3B97.

19.           Waivers and Amendments. Notwithstanding any provisions of this Agreement, no amendment to any provision of this Agreement shall be effective unless the same shall have been signed by all Parties.

20.           Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, and shall not affect any other provisions hereof or the validity, legality or enforceability of such provision in any other jurisdiction. Where provisions of any applicable law resulting in such prohibition or unenforceability may be waived, they are hereby waived by Pledgor and Pledgee to the full extent permitted by applicable law so that this Agreement shall be deemed a valid and binding agreement, and the security interest created hereby shall constitute a continuing and perfected first priority lien on the Pledged Rights, in each case enforceable against Pledgor in accordance with its terms.

21.           Complete Agreement; Successors and Assigns. This Agreement constitutes the final agreement among the Parties regarding the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. At any time during the term of this Agreement, Pledgee

11

 may assign or transfer all or part of its rights and obligations hereunder. However, Pledgor may not assign or transfer any of its rights or obligations under this Agreement.

22.           Waiver of Immunity. To the extent that Pledgor has or hereafter may be entitled to claim or may acquire, for itself or any of the Pledged Rights pledged by it pursuant to this Agreement, any immunity from suit, jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, or otherwise) with respect to itself or its property, Pledgor hereby irrevocably waives such immunity in respect of its obligations hereunder to the extent permitted by applicable law.

23.           Governing Law; Jurisdiction. This Agreement shall be governed by and construed and interpreted in accordance with the laws of Brazil. The parties hereto irrevocably submit to the exclusive jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, in any action or proceeding to resolve any dispute or controversy related to or arising from this Agreement.

24.           Specific Performance. The Parties acknowledge for all purposes and effects of the law, that this Agreement, individually, and/or together with the Credit Agreement, and/or together with Promissory Notes, constitutes an extra-judicial title, pursuant to the terms of Article 585 of the Brazilian Civil Procedure Code and, for the purposes hereof, Pledgee, may seek the specific performance of the obligations undertaken herein by Pledgor, as provided in Articles 461, 461-A, 621, 632 and 639 of the Brazilian Civil Procedure Code.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Agreement, in 03 (three) counterparts of equal content, to be duly executed in the presence of the undersigned witnesses.

São Paulo, May 13, 2008.

QUALYTEXTIL S/A

By:	/s/ Miguel G. Bastos	By:	/s/ Elder Marcos Vieira da Conceicao
Name:	Miguel G. Bastos	Name:	Elder Marcos Vieira da Conceicao
Title:	CFO	Title:	CEO

WACHOVIA BANK, NATIONAL ASSOCIATION

         By: /s/ Roger Grossman

        Name: Roger Grossman

  Title: Vice President

Witnesses:

_______________________	______________________
Name:	Name:
ID:	ID:

13

EXHIBIT A

CONDITIONS AND CHARACTERISTICS OF THE SECURED OBLIGATIONS

1) TOTAL PRINCIPAL AMOUNT OF THE SECURED OBLIGATIONS

A sum not to exceed US$ 30,000,000.00 (thirty million United States dollars).

2) INTEREST RATE OVER THE AMOUNT EFFECTIVELY DISBURSED:

Based on either LIBOR or LIBOR Market Index Rate, plus the Applicable Margin (equal to the percentage set forth in the table based on Borrower’s Funded Debt to EBITDA Ratio), more particularly described in the Second Amended and Restated Promissory Note attached hereto as Exhibit A.1

3) MATURITY DATE OF INTEREST:

Monthly payments of interest only commencing June 2, 2008, final payment of all accrued interest on July 7, 2010

4) REPAYMENT OF THE PRINCIPAL AMOUNT:

Final payment of principal on July 7, 2010

5) PENALTY IN AN EVENT OF DEFAULT:

Interest rate plus 3%.

1

EXHIBIT A.1

SECOND AMENDED AND RESTATED PROMISSORY NOTE

2

EXHIBIT B

Bank: Banco Itaú S.A.

Agreement N.: N/A

Purpose: credit facility to the cash flow of Qualytextil S.A. in the maximum amount of R$ 700,000.00.

Guaranty: account receivables of Qualytextil S.A. (not specified in the Agreement) and promissory note.

Guarantors: Miguel Antonio dos Guimarães Bastos and Elder Marcos Vieira da Conceição.

3

EX-10.21

Exhibit 10.21

DEBT SUBORDINATION AGREEMENT

This Debt Subordination Agreement is entered into as of May 13, 2008 (“Agreement”), by Wachovia Bank, National Association, a national banking association, whose address is 12 East 49th Street, 43rd Floor, New York, New York 10017 ("Bank"), Lakeland Do Brasil Empreendimentos E Participacoes Ltda., with an address of  Avenida Bernardino de Campos, nº 98, sala 09, 14º andar, CEP 04004-040, São Paulo, São Paulo, Brazil ("Creditor"), and Lakeland Industries, Inc., whose address is 701-07 Koehler Avenue, Ronkonkoma, New York 11779 ("Borrower").

Bank has agreed to extend or renew credit to the Borrower on the condition that Creditor enter into this Agreement and to induce the Bank to extend such credit to the Borrower, the Creditor has agreed to enter into this Agreement and to subordinate indebtedness owed it by the Borrower as provided herein.

In consideration of Bank's extension or renewal of credit to Borrower, Bank, Creditor and Borrower agree as follows:

Subordinated Debt:  All indebtedness of any kind now existing or hereafter contracted and all renewals, extensions and modifications thereof owing by Borrower to Creditor are hereinafter referred to as “Subordinated Debt”.

Bank Debt: All indebtedness of any kind now existing or hereafter contracted and all renewals, extensions and modifications thereof owing by Borrower to Bank are herein after referred to as "Bank Debt".

Agreement to Subordinate:  Creditor and Borrower agree that Bank Debt shall be superior to and, except as otherwise provided herein, shall be paid before any part of the Subordinated Debt is paid.

Payment of Subordinated Debt Prohibited:  Borrower shall not, directly or indirectly, make or permit any payment or transfer of property or release any collateral for credit in reduction of Subordinated Debt; Creditor shall not demand, accept or receive any payment in reduction of Subordinated Debt or additional collateral for Subordinated Debt nor act to collect (including but not limited to, making demand or commencing litigation, bankruptcy, reorganization or liquidation proceedings against the Borrower), cancel, set-off, forgive, release, or otherwise discharge any Subordinated Debt.  In the event of Borrower’s bankruptcy, Bank shall be paid all principal, pre- and post- petition interest and pre- and post- petition costs and expenses to which Bank is entitled under the Bank Debt without regard to the application bankruptcy law or other insolvency law prior to any payment of Subordinated Debt or from any payment or distribution on account of subordinated debt made to Creditor.  Creditor agrees that any sums or property received in reduction of the Subordinated Debt shall be received in trust for Bank and delivered immediately to Bank.

Assignment of Subordinated Debt and Collateral: To secure payment and performance of Bank Debt by Borrower, Creditor hereby grants Bank a security interest in and assigns to Bank all Subordinated Debt and all collateral of any kind and guarantees therefor including all instruments evidencing Subordinated Debt.  Bank may file financing statements concerning the security interest hereby created.

Bank appointed attorney-in-fact:  Bank is hereby irrevocably appointed attorney-in-fact for Creditor with full power to act in stead of Creditor to sign financing statements reflecting the assignment of Subordinated Debt and collateral and guarantees therefor and to act in all matters concerning the Subordinated Debt including the right to make, present, file and vote proofs of claim against Borrower on account of all or part of the Subordinated Debt and receive and collect any dividends thereon, foreclose under any mortgage or security agreements or otherwise take possession of and sell collateral and collect against any guarantees and apply proceeds of such dividends, sale or collection to reduction of Subordinated Debt and to compromise or settle any claim related thereto.

Subordinated Legend:The parties hereto will cause any note and any other instrument which may evidence Subordinated Debt from time to time to be endorsed with the following legend:

"The indebtedness evidenced by this instrument is subordinated to the prior payment of the Bank Debt (as defined in the Debt Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Debt Subordination Agreement dated as of May 13, 2008, in favor of Wachovia Bank, National Association."

The parties hereto each will further mark the appropriate books of account to reflect the effect of this Agreement.  Creditor agrees to deliver to Bank, upon written request, all instruments evidencing Subordinated Debt or collateral or guarantees therefor endorsed in blank.

Limitation on Modification of Subordinated Debt:  Borrower and Creditor shall not, without the prior written consent of Bank, modify, extend, supplement or increase Subordinated Debt.

No Limitation on Modification of Bank Debt:  Bank may, without notice to Creditor, extend, renew, modify or increase Bank Debt and may substitute, exchange or release collateral or letters of credit securing payment of Bank Debt and may add or release any guarantor or surety on Bank Debt.

Further Assurance:  Creditor and Borrower shall execute and deliver to Bank such further instruments and shall take such further action as Bank may from time to time reasonably request in order to carry out the provisions and intent of this Agreement and to confirm that Bank Debt is entitled to the benefits of this Agreement and shall not act or permit any action prejudicial to or inconsistent with the priority position of Bank Debt over Subordinated Debt created by this Agreement.

Rights of Subrogation:  Creditor agrees that no payment or distribution to Bank pursuant to the provisions of this Agreement shall entitle the Creditor to exercise any rights of subrogation in respect thereof until Bank Debt is finally and unavoidably paid in full.

Representations, Warranties and Covenants:  Creditor represents, warrants and covenants that now and until all Bank Debt is fully paid, the Subordinated Debt is owned solely by Creditor and shall not be subject to any set off, security interests, liens, charges, subordinations other than this Agreement, assignments or encumbrances; is payable solely to Creditor; is not and shall not be subject to any guaranty or surety; and is not in default.  Creditor covenants that Creditor shall not sell, assign or otherwise transfer Subordinated Debt.  Borrower represents and warrants that the Subordinated Debt is due and payable according to its terms.

Termination of Subordination:  This Agreement and the subordination granted herein shall terminate when Bank Debt is finally and unavoidably paid.  Bank Debt shall be deemed not to be paid in full, for purposes of this Agreement, so long as the Bank has any obligation with respect to the Bank Debt, to make further advances to Borrower.  However, this Agreement and the subordination granted herein shall continue to be effective or be reinstated if any payment of Bank Debt is rescinded, avoided, or for any reason returned by Bank because of any adverse claim or threatened action as though such payment had not been made.

Remedies:  Upon violation of this Agreement by Creditor or Borrower, Bank may accelerate the maturity of Bank Debt and Subordinated Debt so that all Bank Debt and Subordinated Debt is immediately due and payable.  Creditor shall pay to Bank all sums received by Creditor paid in violation of this Agreement and Bank shall have all remedies of Creditor against collateral for Subordinated Debt.  Bank is entitled to specific performance of this Agreement and Borrower and Creditor waive any defense based upon adequacy of remedy at law which may be asserted as a bar to the remedy of specific performance.  No failure on the part of Bank to exercise or delay in exercising any right or remedy hereunder shall operate as a waiver thereof nor shall any partial exercise of any rights or remedies hereunder preclude any other or further exercise of such or additional rights or remedies.  The remedies provided herein are cumulative of any other remedies provided by law or otherwise held against Borrower.

Page 2

Miscellaneous: Waiver of Notice:  Creditor waives notice of the acceptance of this Agreement by Bank.  Severability:  If any provision of this Agreement is found to be invalid or unenforceable, the remainder of such provision and all other provisions of this Agreement shall be valid and enforceable as if such unenforceable provision were not written.  Notices:  Any notices, demands or requests shall be sufficiently given Creditor whose address is listed on the first page hereof or Bank if in writing and mailed or delivered to Wachovia Bank, National Association, Mail Code VA7628, P. O. Box 13327, Roanoke, VA 24040 or Wachovia Bank, National Association, Mail Code VA7628, 10 South Jefferson Street, Roanoke, VA  24011 or to another address as provided herein and in the event either party hereto changes its address at prior to the date Bank Debt paid in full, that party shall promptly give written notice to the other party of such change of address by registered or certified mail, return receipt requested, all charges prepaid.  Notices to Bank must include the mail code.  Continuing Agreement:  This Agreement shall be binding upon the parties and their respective successors and assigns.  Assignment:  Bank may assign or transfer its rights with respect to any Bank Debt to any person or entity, and such transferee shall thereupon become vested with all the rights in respect thereof granted to Bank herein.  Modification:  This Agreement is irrevocable and no waiver or modification of any provision of this Agreement shall be valid unless in writing and signed by all parties hereto.  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.  FINAL AGREEMENT.  This Agreement and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.

WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OFCREDITOR AND BORROWERBY 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 AGREEMENT, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THISAGREEMENT, 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 THISAGREEMENT. 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 AGREEMENT.

Page 3

IN WITNESS WHEREOF, Bank, Creditor and Borrower have signed and sealed this Agreement as of the day and year first above written.

Lakeland Do Brasil Empreendimentos E Participacoes Ltda.
By:	/s/ Jose Tavares Lucena
	Jose Tavares Lucena, Administrator
Lakeland Industries, Inc.
By:	/s/ Gary A. Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Wachovia Bank, National Association
By:	/s/ Roger Grossman
	Roger Grossman, Vice President

State of New York

County of

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland Do Brasil Empreendimentos E Participacoes Ltda., a Brazilian corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

		,Notary Public
Notary Seal
	(Printed Name of Notary)
	My Commission Expires:

Page 4

State of New York

County of

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland Industries, Inc., a Delaware corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

		,Notary Public
Notary Seal
	(Printed Name of Notary)
	My Commission Expires:

State of New York

County of

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared ____________________________, Vice President of Wachovia Bank, National Association, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

		,Notary Public
Notary Seal
	(Printed Name of Notary)
	My Commission Expires:

Page 5

EX-10.22

Exhibit 10.22

DEBT SUBORDINATION AGREEMENT

This Debt Subordination Agreement is entered into as of May 13, 2008 (“Agreement”), by Wachovia Bank, National Association, a national banking association, whose address is 12 East 49th Street, 43rd Floor, New York, New York 10017 ("Bank"), Qualytextil S.A., with an address of Avenida Bernardino de Campos, nº 98, sala 09, 14º andar, CEP 04004-040, São Paulo, São Paulo, Brazil ("Creditor"), and Lakeland Industries, Inc., whose address is 701-07 Koehler Avenue, Ronkonkoma, New York 11779 ("Borrower").

Bank has agreed to extend or renew credit to the Borrower on the condition that Creditor enter into this Agreement and to induce the Bank to extend such credit to the Borrower, the Creditor has agreed to enter into this Agreement and to subordinate indebtedness owed it by the Borrower as provided herein.

In consideration of Bank's extension or renewal of credit to Borrower, Bank, Creditor and Borrower agree as follows:

Subordinated Debt:  All indebtedness of any kind now existing or hereafter contracted and all renewals, extensions and modifications thereof owing by Borrower to Creditor are hereinafter referred to as “Subordinated Debt”.

Bank Debt: All indebtedness of any kind now existing or hereafter contracted and all renewals, extensions and modifications thereof owing by Borrower to Bank are herein after referred to as "Bank Debt".

Agreement to Subordinate:  Creditor and Borrower agree that Bank Debt shall be superior to and, except as otherwise provided herein, shall be paid before any part of the Subordinated Debt is paid.

Payment of Subordinated Debt Prohibited:  Borrower shall not, directly or indirectly, make or permit any payment or transfer of property or release any collateral for credit in reduction of Subordinated Debt; Creditor shall not demand, accept or receive any payment in reduction of Subordinated Debt or additional collateral for Subordinated Debt nor act to collect (including but not limited to, making demand or commencing litigation, bankruptcy, reorganization or liquidation proceedings against the Borrower), cancel, set-off, forgive, release, or otherwise discharge any Subordinated Debt.  In the event of Borrower’s bankruptcy, Bank shall be paid all principal, pre- and post- petition interest and pre- and post- petition costs and expenses to which Bank is entitled under the Bank Debt without regard to the application bankruptcy law or other insolvency law prior to any payment of Subordinated Debt or from any payment or distribution on account of subordinated debt made to Creditor.  Creditor agrees that any sums or property received in reduction of the Subordinated Debt shall be received in trust for Bank and delivered immediately to Bank.

Assignment of Subordinated Debt and Collateral: To secure payment and performance of Bank Debt by Borrower, Creditor hereby grants Bank a security interest in and assigns to Bank all Subordinated Debt and all collateral of any kind and guarantees therefor including all instruments evidencing Subordinated Debt.  Bank may file financing statements concerning the security interest hereby created.

Bank appointed attorney-in-fact:  Bank is hereby irrevocably appointed attorney-in-fact for Creditor with full power to act in stead of Creditor to sign financing statements reflecting the assignment of Subordinated Debt and collateral and guarantees therefor and to act in all matters concerning the Subordinated Debt including the right to make, present, file and vote proofs of claim against Borrower on account of all or part of the Subordinated Debt and receive and collect any dividends thereon, foreclose under any mortgage or security agreements or otherwise take possession of and sell collateral and collect against any guarantees and apply proceeds of such dividends, sale or collection to reduction of Subordinated Debt and to compromise or settle any claim related thereto.

Subordinated Legend:The parties hereto will cause any note and any other instrument which may evidence Subordinated Debt from time to time to be endorsed with the following legend:

"The indebtedness evidenced by this instrument is subordinated to the prior payment of the Bank Debt (as defined in the Debt Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Debt Subordination Agreement dated as of May 13, 2008, in favor of Wachovia Bank, National Association."

The parties hereto each will further mark the appropriate books of account to reflect the effect of this Agreement.  Creditor agrees to deliver to Bank, upon written request, all instruments evidencing Subordinated Debt or collateral or guarantees therefor endorsed in blank.

Limitation on Modification of Subordinated Debt:  Borrower and Creditor shall not, without the prior written consent of Bank, modify, extend, supplement or increase Subordinated Debt.

No Limitation on Modification of Bank Debt:  Bank may, without notice to Creditor, extend, renew, modify or increase Bank Debt and may substitute, exchange or release collateral or letters of credit securing payment of Bank Debt and may add or release any guarantor or surety on Bank Debt.

Further Assurance:  Creditor and Borrower shall execute and deliver to Bank such further instruments and shall take such further action as Bank may from time to time reasonably request in order to carry out the provisions and intent of this Agreement and to confirm that Bank Debt is entitled to the benefits of this Agreement and shall not act or permit any action prejudicial to or inconsistent with the priority position of Bank Debt over Subordinated Debt created by this Agreement.

Rights of Subrogation:  Creditor agrees that no payment or distribution to Bank pursuant to the provisions of this Agreement shall entitle the Creditor to exercise any rights of subrogation in respect thereof until Bank Debt is finally and unavoidably paid in full.

Representations, Warranties and Covenants:  Creditor represents, warrants and covenants that now and until all Bank Debt is fully paid, the Subordinated Debt is owned solely by Creditor and shall not be subject to any set off, security interests, liens, charges, subordinations other than this Agreement, assignments or encumbrances; is payable solely to Creditor; is not and shall not be subject to any guaranty or surety; and is not in default.  Creditor covenants that Creditor shall not sell, assign or otherwise transfer Subordinated Debt.  Borrower represents and warrants that the Subordinated Debt is due and payable according to its terms.

Termination of Subordination:  This Agreement and the subordination granted herein shall terminate when Bank Debt is finally and unavoidably paid.  Bank Debt shall be deemed not to be paid in full, for purposes of this Agreement, so long as the Bank has any obligation with respect to the Bank Debt, to make further advances to Borrower.  However, this Agreement and the subordination granted herein shall continue to be effective or be reinstated if any payment of Bank Debt is rescinded, avoided, or for any reason returned by Bank because of any adverse claim or threatened action as though such payment had not been made.

Remedies:  Upon violation of this Agreement by Creditor or Borrower, Bank may accelerate the maturity of Bank Debt and Subordinated Debt so that all Bank Debt and Subordinated Debt is immediately due and payable.  Creditor shall pay to Bank all sums received by Creditor paid in violation of this Agreement and Bank shall have all remedies of Creditor against collateral for Subordinated Debt.  Bank is entitled to specific performance of this Agreement and Borrower and Creditor waive any defense based upon adequacy of remedy at law which may be asserted as a bar to the remedy of specific performance.  No failure on the part of Bank to exercise or delay in exercising any right or remedy hereunder shall operate as a waiver thereof nor shall any partial exercise of any rights or remedies hereunder preclude any other or further exercise of such or additional rights or remedies.  The remedies provided herein are cumulative of any other remedies provided by law or otherwise held against Borrower.

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Miscellaneous: Waiver of Notice:  Creditor waives notice of the acceptance of this Agreement by Bank.  Severability:  If any provision of this Agreement is found to be invalid or unenforceable, the remainder of such provision and all other provisions of this Agreement shall be valid and enforceable as if such unenforceable provision were not written.  Notices:  Any notices, demands or requests shall be sufficiently given Creditor whose address is listed on the first page hereof or Bank if in writing and mailed or delivered to Wachovia Bank, National Association, Mail Code VA7628, P. O. Box 13327, Roanoke, VA 24040 or Wachovia Bank, National Association, Mail Code VA7628, 10 South Jefferson Street, Roanoke, VA  24011 or to another address as provided herein and in the event either party hereto changes its address at prior to the date Bank Debt paid in full, that party shall promptly give written notice to the other party of such change of address by registered or certified mail, return receipt requested, all charges prepaid.  Notices to Bank must include the mail code.  Continuing Agreement:  This Agreement shall be binding upon the parties and their respective successors and assigns.  Assignment:  Bank may assign or transfer its rights with respect to any Bank Debt to any person or entity, and such transferee shall thereupon become vested with all the rights in respect thereof granted to Bank herein.  Modification:  This Agreement is irrevocable and no waiver or modification of any provision of this Agreement shall be valid unless in writing and signed by all parties hereto.  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.  FINAL AGREEMENT.  This Agreement and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.

WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OFCREDITOR AND BORROWERBY 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 AGREEMENT, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THISAGREEMENT, 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 THISAGREEMENT. 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 AGREEMENT.

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IN WITNESS WHEREOF, Bank, Creditor and Borrower have signed and sealed this Agreement as of the day and year first above written.

Qualytextil S.A.
By:	/s/ Miguel G. Bastos
	Miguel G. Bastos, CFO
Lakeland Industries, Inc.
By:	/s/ Gary A. Pokrassa
	Gary A. Pokrassa, Chief Financial Officer
Wachovia Bank, National Association
By:	/s/ Roger Grossman
	Roger Grossman, Vice President

State of New York

County of

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Director of Qualytextil S.A., a Brazilian corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

		,Notary Public
Notary Seal
	(Printed Name of Notary)
	My Commission Expires:

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State of New York

County of

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary A. Pokrassa, Chief Financial Officer of Lakeland Industries, Inc., a Delaware corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

 

		,Notary Public
Notary Seal
	(Printed Name of Notary)
	My Commission Expires:

State of New York

County of

Corporate Acknowledgment

On the ____ day of April, in the year 2008, before me, the undersigned, a Notary Public in and for said State, personally appeared ____________________________, Vice President of Wachovia Bank, National Association, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

 

		,Notary Public
Notary Seal
	(Printed Name of Notary)
	My Commission Expires:

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