10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

(Mark one)

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

For the quarterly period endedApril 30, 2009

OR

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

For the transition period from _______________ to _______________

Commission File Number:  0-15535

LAKELAND INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	13-3115216
(State of incorporation)	(IRS Employer Identification Number)
701 Koehler Avenue, Suite 7, Ronkonkoma, New York	11779
(Address of principal executive offices)	(Zip Code)

(631) 981-9700

(Registrant's telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o    No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes o   No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x  No o

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

Large accelerated filer o	Accelerated filer                  o
Non-Accelerated filer   o (Do not check if a smaller reporting company)	Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act).

Yes o   No x

As of July 31, 2008, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $54,940,120 based on the closing price of the common stock as reported on the National Association of Securities Dealers Automated Quotation System National Market System.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     

Yes o   No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at June 5, 2009
Common Stock, $0.01 par value per share	5,397,966

LAKELAND INDUSTRIES, INC.

AND SUBSIDIARIES

FORM 10-Q

The following information of the Registrant and its subsidiaries is submitted herewith:

Item 1.	Financial Statements:	Page
	Introduction	3
	Condensed Consolidated Balance Sheets - April 30, 2009 and January 31, 2009	4
	Condensed Consolidated Statements of Income - Three Months Ended April 30, 2009 and 2008	5
	Condensed Consolidated Statement of Stockholders' Equity –Three Months Ended April 30, 2009	6
	Condensed Consolidated Statements of Cash Flows –Three Months Ended April 30, 2009 and 2008	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II - OTHER INFORMATION:
Item 6.	Exhibits and Reports on Form 8-K	21
Signature Page		22

LAKELAND INDUSTRIES, INC.

AND SUBSIDIARIES

PART I - -                  FINANCIAL INFORMATION

Item 1.                      Financial Statements:

   Introduction

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This 10-Q may contain certain forward-looking statements.  When used in this 10-Q or in any other presentation, statements which are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “project” and similar expressions are intended to identify forward-looking statements.  They also include statements containing a projection of sales, earnings or losses, capital expenditures, dividends, capital structure or other financial terms.

The forward-looking statements in this 10-Q are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to us.  These statements are not statements of historical fact.  Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements.  Some of the important factors that could cause our actual results, performance or financial condition to differ materially from expectations are:

· Our ability to obtain fabrics and components from suppliers and manufacturers at competitive prices or prices that vary from quarter to quarter;

· Risks associated with our international manufacturing and start up sales operations;

· Potential fluctuations in foreign currency exchange rates;

· Our ability to respond to rapid technological change;

· Our ability to identify and complete acquisitions or future expansion;

· Our ability to manage our growth;

· Our ability to recruit and retain skilled employees, including our senior management;

· Our ability to accurately estimate customer demand;

· Competition from other companies, including some with greater resources;

· Risks associated with sales to foreign buyers;

· Restrictions on our financial and operating flexibility as a result of covenants in our credit facilitates;

· Our ability to obtain additional funding to expand or operate our business as planned;

· The impact of a decline in federal funding for preparations for terrorist incidents;

· The impact of potential product liability claims;

· Liabilities under environmental laws and regulations;

· Fluctuations in the price of our common stock;

· Variations in our quarterly results of operations;

· The cost of compliance with the Sarbanes-Oxley Act of 2002 and rules and regulations relating to corporate governance and public disclosure;

· The significant influence of our directors and executive officer on our company and on matters subject to a vote of our stockholders;

· The limited liquidity of our common stock;

· The other factors referenced in this 10-Q, including, without limitation, in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.”

We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations.  Furthermore, forward-looking statements speak only as of the date they are made.  We undertake no obligation to publicly update or revise any forward-looking statements after the date of this 10-Q, whether as a result of new information, future events or otherwise.  In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Form 10-Q might not occur.  We qualify any and all of our forward-looking statements entirely by these cautionary factors.

3

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS	April 30, 2009			January 31, 2009
	(Unaudited)
Current assets:
Cash	$	3,939,812		$	2,755,441
Accounts receivable, net of allowance for doubtful accounts of $38,900		15,089,322			13,353,430
at April 30, 2009 and $104,500 at January 31, 2009
Inventories, net of reserves of $783,000 at April 30, 2009 and $657,000		52,238,592			57,074,028
at January 31, 2009
Deferred income taxes		2,228,232			2,578,232
Prepaid income tax		517,852			531,467
Other current assets		1,861,018			2,070,825
Total current assets		75,874,828			78,363,423
Property and equipment, net of accumulated depreciation of		13,888,229			13,736,326
$9,391,600 at April 30, 2009 and $8,975,900 at January 31, 2009
Intangibles and other assets, net		4,487,711			4,405,833
Goodwill		5,109,136			5,109,136
	$	99,359,904		$	101,614,718
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	5,053,376		$	3,853,890
Other accrued expenses		62,996			434,809
Loans payable		575,177			-----
Current maturity of long-term debt		94,000			94,000
Accrued expenses and other current liabilities		2,836,224			3,069,409
Total current liabilities		8,621,773			7,452,108
Canadian warehouse loan payable (net of current maturity of $94,000)		1,389,449			1,368,406
Borrowings under revolving credit facility		20,490,466			24,408,466
Other liabilities		79,333			74,611
		30,581,021			33,303,591
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
Preferred stock, $.01 par; authorized 1,500,000 shares
(none issued)
Common stock $.01 par; authorized 10,000,000 shares;
issued and outstanding 5,523,288 shares at April 30, 2009 and at
January 31, 2009, respectively		55,233			55,233
Less treasury stock, at cost, 125,322 shares at April 30, 2009 and 107,317 shares at January 31, 2009		(1,353,247	)		(1,255,459	)
Additional paid-in capital		49,615,061			49,511,896
Other comprehensive (loss)		(3,826,741	)		(4,191,801	)
Retained earnings		24,288,577			24,191,258
Stockholders' equity		68,778,883			68,311,127
	$	99,359,904		$	101,614,718

The accompanying notes are an integral part of these financial statements.

4

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	THREE MONTHS ENDED
	April 30,
	2009			2008
Net sales	$	23,975,894		$	27,280,157
Cost of goods sold		17,965,456			20,601,559
Gross profit		6,010,438			6,678,598
Operating expenses		5,331,933			5,230,484
Operating profit		678,505			1,448,114
Interest and other income, net		40,116			30,074
Interest expense		(193,480	)		(99,520	)
Income before income taxes		525,141			1,378,668
Provision for income taxes		427,822			485,529
Net income	$	97,319		$	893,139
Net income per common share:
Basic	$	0.02		$	0.16
Diluted	$	0.02		$	0.16
Weighted average common shares outstanding:
Basic		5,406,291			5,487,260
Diluted		5,468,616			5,520,868

The accompanying notes are an integral part of these financial statements.

5

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(UNAUDITED)

Three months ended April 30, 2009

	Common Stock				Additional Paid-in		Treasury Stock						Retained		Other Comprehensive
	Shares		Amount		Capital		Shares			Amount			Earnings		(loss)			Total
Balance February 1, 2009		5,523,288	$	55,233	$	49,511,896		(107,317	)	$	(1,255,459	)	$	24,191,258	$	(4,191,801	)	$	68,311,127
Net Income		-----		-----		-----		-----			-----			97,319		-----			97,319
Stock Repurchase Program		-----		-----		-----		(18,005	)	$	(97,788	)		-----		-----			(97,788	)
Other Comprehensive Income		-----		-----		-----		-----			-----			-----		365,060			365,060
Stock Based Compensation:
Restricted Stock		-----		-----		76,183		-----			-----			-----		-----			76,183
Director options granted at fair market value		-----		-----		26,982		-----			-----			-----		-----			26,982
Balance April 30, 2009		5,523,288	$	55,233	$	49,615,061		(125,322	)	$	(1,353,247	)	$	24,288,577	$	(3,826,741	)	$	68,778,883

The accompanying notes are an integral part of these financial statements.

6

LAKELAND INDUSTRIES, INC.  AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	THREE MONTHS ENDED
	April 30,
	2009			2008
Cash Flows from Operating Activities:
Net income	$	97,319		$	893,139
Adjustments to reconcile net income to net cash provided
by operating activities:
Stock based compensation		80,680			62,041
Allowance for doubtful accounts		(65,600	)		(10,000	)
Reserve for inventory obsolescence		126,215			(52,200	)
Depreciation and amortization		405,408			383,826
Deferred income tax		350,000			-----
Changes in operating assets and liabilities:
Increase in accounts receivable		(1,670,292	)		(2,436,763	)
Decrease in inventories		4,709,221			7,510,545
Decrease (Increase) in other assets		164,029			(486,320	)
Increase in accounts payable, accrued expenses and other liabilities		959,547			582,906
Net cash provided by operating activities		5,156,527			6,447,174
Cash Flows from Investing Activities:
Purchases of property and equipment		(557,311	)		(313,544	)
Net cash used in investing activities		(557,311	)		(313,544	)
Cash Flows from Financing Activities:
Purchases of stock under stock repurchase program		(97,788	)		(1,083,963	)
Payments under loan agreements		(3,317,057	)		(5,476,206	)
Net cash used in by financing activities		(3,414,845	)		(6,560,169	)
Net increase (decrease) in cash		1,184,371			(426,539	)
Cash and cash equivalents at beginning of period		2,755,441			3,427,672
Cash and cash equivalents at end of period	$	3,939,812		$	3,001,133

The accompanying notes are an integral part of these financial statements.

7

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.     Business

Lakeland Industries, Inc. and Subsidiaries (the "Company"), a Delaware corporation, organized in  April 1982, manufactures and sells a comprehensive line of safety garments and accessories for the  industrial protective clothing and homeland security markets. The principal market for our products is  the United States. No customer accounted for more than 10% of net sales during the three month  periods ended April 30, 2009 and 2008, respectively.

2.     Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments (consisting of only normal and recurring adjustments) which are, in the opinion of management, necessary to present fairly the consolidated financial information required therein.  Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. While we believe that the disclosures are adequate to make the information presented not misleading, it is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended January 31, 2009.

The results of operations for the three-month period ended April 30, 2009 is not necessarily indicative of the results to be expected for the full year.

3.     Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the  Company and its wholly-owned subsidiaries.  All significant inter-company accounts and transactions  have been eliminated.

4.     Inventories:

Inventories consist of the following:

	April 30,		January 31,
	2009		2009
Raw materials	$	24,877,933	$	26,343,875
Work-in-process		2,115,528		2,444,160
Finished Goods		25,245,131		28,285,993
	$	52,238,592	$	57,074,028

Inventories include freight-in, materials, labor and overhead costs and are stated at the lower of cost (on a first-in-first-out basis) or market.

5.     Earnings Per Share:

Basic earnings per share are based on the weighted average number of common shares outstanding without consideration of common stock equivalents. Diluted earnings per share are based on the weighted average number of common and common stock equivalents. The diluted earnings per share calculation takes into account the shares that may be issued upon exercise of stock options, reduced by the shares that may be repurchased with the funds received from the exercise, based on the average price during the period.

8

The following table sets forth the computation of basic and diluted earnings per share at April 30, 2009 and 2008.

	Three Months Ended
	April 30,
	2009		2008
Numerator
Net Income	$	97,319	$	893,139
Denominator
Denominator for basic earnings per share		5,406,291		5,487,260
(Weighted-average shares which reflect 116,997 and 36,028 weighted average common shares in the treasury as a result of the stock repurchase program for 2009 and 2008, respectively)
Effect of dilutive securities from restricted stock plan and from dilutive effect of stock options		62,325		33,608
Denominator for diluted earnings per share		5,468,616		5,520,868
(adjusted weighted average shares)
Basic earnings per share	$	0.02	$	0.16
Diluted earnings per share	$	0.02	$	0.16

6.     Revolving Credit Facility

At April 30, 2009, the balance outstanding under our five year revolving credit facility amounted to $20.5 million. In May 2008 the facility was increased from $25 million to $30 million. The credit facility is collateralized by substantially all of the assets of the Company. The credit facility contains financial covenants, including, but not limited to, fixed charge ratio, funded debt to EBIDTA ratio, inventory and accounts receivable collateral coverage ratio, with respect to which the Company was in compliance at April 30, 2009 and for the period then ended. The weighted average interest rate for the three month period ended April 30, 2009 was 3.04%.

7.     Major Supplier

We purchased 13% of our raw materials from one supplier during the three-month period ended April 30, 2009. We normally purchase approximately 75% of our raw material from this suppler. We carried higher inventory levels throughout FY09 and limited our material purchases in Q1 of FY10. We expect this relationship to continue for the foreseeable future. If required, similar raw materials could be purchased from other sources; however, our competitive position in the marketplace could be adversely affected.

8.     Employee Stock Compensation

The Company’s Director’s Plan permits the grant of share options and shares to its Directors for up to  60,000 shares of common stock as stock compensation.  All stock options under this Plan are granted  at the fair market value of the common stock at the grant date.  This date is fixed only once a year upon  a Board Member’s re-election to the Board at the Annual Shareholders’ meeting which is the third  Wednesday in June pursuant to the Director’s Plan and our Company By-Laws.  Directors’ stock  options vest ratably over a six-month period and generally expire 6 years from the grant date.

9

The following table represents our stock options granted, exercised, and forfeited during the first quarter of fiscal 2010.

Stock Options	Number of Shares	Weighted Average Exercise Price per Share	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 31, 2009	20,567	$13.42	2.27 years	$8,618
Outstanding at April 30, 2009	25,567	$12.01	2.79 years	$7,772
Exercisable at  April 30, 2009	20,567	$13.42	2.02 years	$1,072

Restricted Stock Plan and Performance Equity Plan

On June 21, 2006, the shareholders of the Company approved a restricted stock plan.  A total of 253,000 shares of restricted stock were authorized under this plan.  Under the restricted stock plan, eligible employees and directors are awarded performance-based restricted shares of the Corporation’s common stock.  The amount recorded as expense for the performance-based grants of restricted stock are based upon an estimate made at the end of each reporting period as to the most probable outcome of this plan at the end of the three year performance period. (e.g., baseline, minimum, maximum or zero).  In addition to the grants with vesting based solely on performance, certain awards pursuant to the plan have a time-based vesting requirement, under which awards vest from three to four years after issuance, subject to continuous employment and certain other conditions.  Restricted stock has the same voting rights as other common stock. Restricted stock awards do not have voting rights, and the underlying shares are not considered to be issued and outstanding until vested.

The Company has granted up to a maximum of 164,928 restricted stock awards as of April 30, 2009. All of these restricted stock awards are non-vested at April 30, 2009 (122,083 shares at “baseline” and 80,228 shares at “minimum”) and have a weighted average grant date fair value of $12.06 at maximum. The Company recognizes expense related to performance-based awards over the requisite service period using the straight-line attribution method based on the outcome that is probable.

As of April 30, 2009, unrecognized stock-based compensation expense related to restricted stock awards totaled $1,294,957, before income taxes, based on the maximum performance award level.  Such unrecognized stock-based compensation expense related to restricted stock awards totaled $735,344 and $128,439 at the baseline and minimum performance levels, respectively. The cost of these non-vested awards is expected to be recognized over a weighted-average period of three years.  The board has estimated its current performance level to be at the minimum level and expenses have been recorded accordingly.  The performance based awards are not considered stock equivalents for EPS purposes.

Stock-Based Compensation

The Company recognized total stock-based compensation costs of $80,680 and $62,041 for the three months ended April 30, 2009 and 2008, respectively, of which $76,183 and $62,041 results from the 2006 Equity Incentive Plan for the three months ended April 30, 2009 and 2008, respectively, and $4,497 and $0, respectively, from the Director Option Plan.  These amounts are reflected in selling, general and administrative expenses.  The total income tax benefit recognized for stock-based compensation arrangements was $29,045 and $22,335 for the three months ended April 30, 2009 and 2008, respectively.

10

9. Manufacturing Segment Data

Domestic and international sales are as follows in millions of dollars:

	Three Months Ended
	April 30,
	2009				2008
Domestic	$	17.2	71.8	%	$	23.2	84.9	%
International		6.8	28.2	%		4.1	15.1	%
Total	$	24.0	100	%	$	27.3	100	%

We manage our operations by evaluating each of our geographic locations. Our North American operations include our facilities in Decatur, Alabama (primarily the distribution to customers of the bulk of our products and the manufacture of our chemical, glove and disposable products), Celaya, Mexico (primarily disposable, glove and chemical suit production) St. Joseph, Missouri and Shillington, Pennsylvania (primarily woven products production). We also maintain three manufacturing facilities in China (primarily disposable and chemical suit production) and a glove manufacturing facility in New Delhi, India. Our China facilities and our Decatur, Alabama facility produce the majority of the Company’s products. The accounting policies of these operating entities are the same as those described in Note 1 to our  Annual Report on Form 10-K for the year ended January 31, 2009. We evaluate the performance of these entities based on operating profit which is defined as income before income taxes, interest expense and other income and expenses. We have  sales forces in Canada, Europe, Chile and China which sell and distribute products shipped from the United States, Mexico or China.  The table below represents information about reported manufacturing segments for the three-month periods noted therein:

	Three Months Ended April 30, (in millions of dollars)
	2009			2008
Net Sales:
North America and other foreign	$	20.6		$	27.2
Brazil		2.6			-----
China		4.6			5.4
India		0.2			0.1
Less inter-segment sales		(4.0	)		(5.4	)
Consolidated sales	$	24.0		$	27.3
Operating Profit:
North America and other foreign	$	0.2		$	1.0
Brazil		0.1			-----
China		0.8			0.8
India		(0.4	)		(0.2	)
Less inter-segment profit		-----			(0.2	)
Consolidated profit	$	0.7		$	1.4
Identifiable Assets (at Balance Sheet date):
North America and other foreign	$	69.7		$	63.8
Brazil	$	15.0			-----
China		14.1			11.4
India		0.6			4.4
Consolidated assets	$	99.4		$	79.6
Depreciation  and Amortization Expense:
North America and other foreign	$	0.2		$	0.2
Brazil		0.05			-----
China		0.1			0.1
India		0.05			0.1
Consolidated depreciation expense	$	0.4		$	0.4

11

10. Tax Audit /  Adoption of FIN 48 / Change in Accounting Estimate

Effective February 1, 2007, the first day of fiscal 2008, the Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” (“FIN 48”). FIN 48 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Under FIN 48, an entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. The Company recorded the cumulative effect of applying FIN 48 as a $419,000 debit to the opening balance of accumulated deficit as of February 1, 2007, the date of adoption.

The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company had $0 of accrued interest as of April 30, 2009.

The Company is subject to U.S. federal income tax, as well as income tax in multiple U.S. state and local jurisdictions and a number of foreign jurisdictions.   The Company’s federal income tax returns for the fiscal year ended January 31, 2007 have been audited by the Internal Revenue Service. Such audit is complete with a “No Change Letter” received by the Company.

Our two major foreign tax jurisdictions are China and Brazil. According to China tax regulatory framework, there is no statute of limitation on fraud or any criminal activities to deceive tax authorities. However, the general practice is going back five years, and general practice for records maintenance is fifteen years.  Our China subsidiaries were audited during the tax year 2007 for the tax years through 2006, 2005 and 2004, respectively. Those audits are associated with ordinary course of business. China tax authorities did not perform tax audits associated with ordinary course of business during tax year 2008.  China tax authority performed a fraud audit but the scope was limited to the fraud activities found in late tax year 2008.  This audit covered tax years from 2003 through 2008, please see Note 17 of our Annual Report on Form 10-K for further details. Qualytextil, S.A. has never been audited under Brazilian Federal tax authorities, but by law in Brazil they are allowed to audit the five most recent years. We do not anticipate significant tax liability upon any future tax audits in Brazil.

Effective with the three months ended April 30, 2009, management changed its estimates for the deferred tax asset to be realized upon the final restructuring of its Indian operations. Accordingly, management has recorded an allowance of $350,000 against the ultimate realization of the $750,000 included in Deferred Income Taxes on the accompanying balance sheet.

11. Related Party Transactions

On March 1, 1999, we entered into a one year (renewable for four additional one year terms) lease agreement with Harvey Pride, Jr., our Vice President – Manufacturing, for a 2,400 sq. ft. customer service office located next to our existing Decatur, Alabama facility. We paid an annual rent of $18,000 for this facility under the lease agreement in fiscal 2004 through 2008. This lease was renewed on April 1, 2008 at the same rental rate of $18,000 for FY09 with 5% increments for FY10 and FY11.

In July 2005 as part of the acquisition of Mifflin Valley Inc., (merged into Lakeland Industries, Inc. on September 1, 2006) the Company entered into a five year lease with Michael Gallen (an employee) to lease an 18,520 sq. ft. manufacturing facility in Shillington, PA for $55,560 annually or a per square foot rental of $3.00 with an annual increase of 3.5%.  This amount was obtained prior to the acquisition from an independent appraisal of the fair market rental value per square foot.  In addition the Company, commencing January 1, 2006 is renting 12,000 sq ft of warehouse space in a second location is Pennsylvania from this employee, on a month by month basis, for the monthly amount of $3,350 or $3.35 per square foot annually.  Mifflin Valley utilizes the services of Gallen Insurance (an affiliate of Michael & Donna Gallen) to provide certain insurance in Pennsylvania.  Such payments for insurance aggregated approximately $40,000, $34,000 and $27,000 in fiscal 2009, 2008 and 2007, respectively.

12

12. Derivative Instruments and Foreign Currency Exposure

The Company has foreign currency exposure, principally through its investment in Brazil, sales in Canada and the UK and production in Mexico and China.  Management has commenced a hedging program to offset this risk by purchasing forward contracts to sell the Canadian Dollar, Chilean Peso, Euro and Great Britain Pound.  Such contracts for the Chilean Peso, Euro and Pound are largely timed to expire with the last day of the fiscal quarter, with a new contract purchased on the first day of the following quarter, to match the operating cycle of the company.  Management has decided not to hedge its long position in the Chinese Yuan or the Brazilian Real.

Effective January 1, 2009, the Company adopted the provisions of SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, which amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. The Company accounts for its foreign exchange derivative instruments under Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 161.  This standard requires recognition of all derivatives as either assets or liabilities at fair value and may result in additional volatility in both current period earnings and other comprehensive income as a result of recording recognized and unrecognized gains and losses from changes in the fair value of derivative instruments. The Company had no derivative instruments outstanding at April 30, 2009 for foreign exchange.

Interest Rate Risk Management

We are exposed to interest rate risk from debt. We have hedged against the risk of changes in the interest rate associated with our variable rate Revolving Credit by entering into a variable-to-fixed interest rate swap agreement, designated as fair value hedge, with a total notional amount of $18 million as of April 30, 2009. We assume no hedge ineffectiveness as each interest rate swap meets the short-cut method requirements under SFAS 133 for fair value hedges of debt instruments. As a result, changes in the fair value of the interest rate swaps are offset by changes in the fair value of the debt, both are reported in interest and other income and no net gain or loss is recognized in earnings.

The fair value of the interest rate swap in a net liability position is included in Other Liabilities on the balance sheet.

The fair values of all derivatives recorded on the consolidated balance sheet are as follows:

	April 30, 2009			January 31, 2009
Unrealized Gains:
Foreign currency exchange contracts		-----			-----
Unrealized (Losses):
Foreign currency exchange contracts		-----			-----
Interest rate swaps	$	(527,380	)	$	(627,380	)

The Brazilian financial statements, when translated into USD pursuant to FAS 52, “Foreign Currency Translation” resulted in a Currency Translation Adjustment (CTA) of $(3,223,897), which is included in Other Comprehensive Loss on the Balance Sheet.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following summary together with the more detailed business information andconsolidated financial statements and related notes that appeared in our Form 10-K and AnnualReport and in the documents that were incorporated by reference into our Form 10-K for the year ended January 31, 2009.  This Form 10-Q may contain certain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995.  This information involves risks and uncertainties.  Our actual results may differ materially from the results discussed in the forward looking statements.

13

Overview

We manufacture and sell a comprehensive line of safety garments and accessories for the industrial protective clothing market. Our products are sold by our in-house customer service group, our regional sales managers and independent sales representatives to a network of over 1000 safety and mill supply distributors. These distributors in turn supply end user industrial customers such as integrated oil, chemical/petrochemical, utilities, automobile, steel, glass, construction, smelting, munition plants, janitorial, pharmaceutical, mortuaries and high technology electronics manufacturers, as well as scientific and medical laboratories. In addition, we supply federal, state and local governmental agencies and departments such as fire and law enforcement, airport crash rescue units, the Department of Defense, the Department of Homeland Security, and the Centers for Disease Control.

We have operated manufacturing facilities in Mexico since 1995 and in China since 1996. Beginning in 1995, we moved the labor intensive sewing operation for our limited use/disposable protective clothing lines to these facilities. Our facilities and capabilities in China and Mexico allow access to a less expensive labor pool than is available in the United States and permit us to purchase certain raw materials at a lower cost than they are available domestically. As we have increasingly moved production of our products to our facilities in Mexico and China, we have seen improvements in the profit margins for these products. We continue to move production of our reusable woven garments and gloves to these facilities and expect to continue this process through fiscal 2010. As a result, we expect to see continuing profit margin improvements for these product lines over time.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses, and disclosure of contingent assets and liabilities. We base estimates on our past experience and on various other assumptions that we believe to be reasonable under the circumstances and we periodically evaluate these estimates.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition. The Company derives its sales primarily from its limited use/disposable protective clothing and secondarily from its sales of high-end chemical protective suits, fire fighting and heat protective apparel, gloves and arm guards, and reusable woven garments. Sales are recognized when goods are shipped at which time title and the risk of loss passes to the customer. Sales are reduced for sales returns and allowances. Payment terms are generally net 30 days for United States sales and net 90 days for international sales.

Substantially all the Company’s sales are made through distributors. There are no significant differences across product lines or customers in different geographical areas in the manner in which the Company’s sales are made.

Rebates are offered to a limited number of our distributors, who participate in a rebate program. Rebates are predicated on total sales volume growth over the previous year. The Company accrues for any such anticipated rebates on a pro-rata basis throughout the year.

Our sales are generally final; however requests for return of goods can be made and must be received within 90 days from invoice date. No returns will be accepted without a written authorization. Return products may be subject to a restocking charge and must be shipped freight prepaid. Any special made-to-order items are not returnable. Customer returns have historically been insignificant.

Customer pricing is subject to change on a 30-day notice; exceptions based on meeting competitors pricing are considered on a case-by-case basis.

14

Inventories. Inventories include freight-in, materials, labor and overhead costs and are stated at the lower of cost (on a first-in, first-out basis) or market. Provision is made for slow-moving, obsolete or unusable inventory.

Allowance for Doubtful Accounts. We establish an allowance for doubtful accounts to provide for accounts receivable that may not be collectible. In establishing the allowance for doubtful accounts, we analyze the collectibility of individual large or past due accounts customer-by-customer. We establish reserves for accounts that we determine to be doubtful of collection.

Income Taxes and Valuation Reserves. We are required to estimate our income taxes in each of the jurisdictions in which we operate as part of preparing our consolidated financial statements. This involves estimating the actual current tax in addition to assessing temporary differences resulting from differing treatments for tax and financial accounting purposes. These differences, together with net operating loss carry forwards and tax credits, are recorded as deferred tax assets or liabilities on our balance sheet. A judgment must then be made of the likelihood that any deferred tax assets will be realized from future taxable income. A valuation allowance may be required to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event we determine that we may not be able to realize all or part of our deferred tax asset in the future, or that new estimates indicate that a previously recorded valuation allowance is no longer required, an adjustment to the deferred tax asset is charged or credited to net income in the period of such determination.

Valuation of Goodwill and Other Intangible Assets. On February 1, 2002, we adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets,” which provides that goodwill and other intangible assets are no longer amortized, but are assessed for impairment annually and upon occurrence of an event that indicates impairment may have occurred. Goodwill impairment is evaluated utilizing a two-step process as required by SFAS No. 142. Factors that we consider important that could identify a potential impairment include:  significant underperformance relative to expected historical or projected future operating results; significant changes in the overall business strategy; and significant negative industry or economic trends. When we determine that the carrying value of intangibles and goodwill may not be recoverable based upon one or more of these indicators of impairment, we measure any potential impairment based on a projected discounted cash flow method.  Estimating future cash flows requires our management to make projections that can differ materially from actual results.

Self-Insured Liabilities. We have a self-insurance program for certain employee health benefits. The cost of such benefits is recognized as expense based on claims filed in each reporting period, and an estimate of claims incurred but not reported during such period. Our estimate of claims incurred but not reported is based upon historical trends. If more claims are made than were estimated or if the costs of actual claims increases beyond what was anticipated, reserves recorded may not be sufficient and additional accruals may be required in future periods. We maintain separate insurance to cover the excess liability over set single claim amounts and aggregate annual claim amounts.

Significant Balance Sheet Fluctuation April 30, 2009 as compared to January 31, 2009

Cash increased by $1.2 million as borrowings under the revolving credit facility decreased by $3.9 million at April 30, 2009. Accounts receivable increased by $1.7 million as sales for the three months ended April 30, 2009 increased by 7.7% from the three months ended January 31, 2009.  Inventory decreased by $4.8 million with a increase in inventory reserves of $0.1 million, an increase in intercompany profit elimination of $0.2 million resulting from increased intercompany profit on sales shipped from China, and a decrease of $3.0 million in finished goods inventory and a decrease in raw materials and work-in-process of $1.8 million. Accounts payable increased by $1.2 million mainly due to larger payables in Brazil. Other current assets decreased by $0.2 million, mainly due to prepaid insurance policies with policy years the same as the Company’s fiscal year, VAT and other taxes refundable in Chile and China.

At April 30, 2009 the Company had an outstanding loan balance of $20.5 million under its facility with Wachovia Bank, N.A. compared with $24.4 million at January 31, 2009.  Total stockholder’s equity increased $0.5 million principally due to the net income for the period of $0.1 million, the changes in foreign exchange translations in other comprehensive income and Stock Based Compensation, partially offset by the Stock Repurchase Program.

15

Three months ended April 30, 2009 as compared to the three months ended April 30, 2008

Net Sales. Net sales decreased $3.3 million, or 12.1% to $24 million for the three months ended April 30, 2009 from $27.3 million for the three months ended April 30, 2008.  The net decrease was mainly due to domestic sales. External sales from China increased by $0.1 million, or 7.0% driven by sales to the new Australian distributor. Canadian sales decreased by $0.1 million, or 7.4%, UK sales decreased by $0.5 million or 38%, Chile sales decreased by $0.1 million, or 22%. US domestic sales of disposables decreased by $5.2 million, chemical suit sales decreased by $0.1 million, wovens decreased by $0.4 million, reflective sales increased by $0.3 million and glove sales decreased by $0.5 million. Sales in Brazil were $2.6 million for Q1 FY2010, but were not included in operations for Q1 FY2009.

Gross Profit. Gross profit decreased $0.7 million or 10% to $6.0 million for the three months ended April 30, 2009 from $6.7 million for the three months ended April 30, 2008.  Gross profit as a percentage of net sales increased to 25.1% for the three months ended April 30, 2009 from 24.5% for the three months ended April 30, 2008. Major factors driving the changes in gross margins were:

o Disposables gross margin declined by 4.5 percentage points in Q1 this year compared with Q1 last year. This decline was mainly due to higher priced raw materials and a very competitive pricing environment coupled with lower volume.

o Brazil operations were included in operations for Q1 this year while they were not included in  Q1 last year operations. Brazil’s gross margin was 46.7% for Q1 this year. This was less than previous periods due to a large order shipped in April 2009 but bid in the summer of 2008, which had significant purchased items impacted by the major change in foreign exchange rates in August to October 2008. Further, the month of March had low sales resulting in no incentives from the Brazilian government. Management expects both these factors will be non-recurring.

o Continued gross losses of $0.1 million from India in Q1 FY2010.

o Glove division reduction in volume coupled with inventory write-offs.

o Chemical division gross margin increased by 8.6 percentage points resulting from sales mix.

o Canada gross margin increased by 14.8 percentage points mainly resulting from more favorable exchange rates and local competitive pricing climate.

o UK and Europe margins declined 14.5 percentage points mainly resulting from exchange rate differentials.

Operating Expenses. Operating expenses increased $0.1 million, or 1.9% to $5.3 million for the three months ended April 30, 2009 from $5.2 million for the three months ended April 30, 2008.  As a percentage of sales, operating expenses increased to 22.2% for the three months ended April 30, 2009 from 19.2% for the three months ended April 30, 2008.  The $0.1 million increase in operating expenses in the three months ended April 30, 2009 as compared to the three months ended April 30, 2008 were comprised of:

o ($0.3) million lower freight out costs resulting from significantly lower prevailing carrier rates and lower volume.

o ($0.2) million in reduced administrative and officer salaries resulting from cost cut-backs, along with related reduction in payroll taxes and employee benefits.

o ($0.2) million in reduced sales commissions resulting from lower volume.

o ($0.2) million in reduced shareholder costs relating to the proxy contest in Q1 last year.

o ($0.1) million reduction in foreign exchange costs resulting from the Company’s hedging program and more favorable rates.

o ($0.1) million miscellaneous decreases.

o $0.1 million in increased operating costs in China were the result of the large increase in direct international sales made by China, are now allocated to SG&A costs, previously allocated to cost of goods sold.

o $1.1 million of operating expenses in Brazil for the three months ended April 30,2009, not included in operations for the three months April 30, 2008.

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Operating profit. Operating profit decreased 53.1% to $0.7 million for the three months ended April 30, 2009 from $1.4 million for the three months ended April 30, 2008.  Operating margins were 2.8% for the three months ended April 30, 2009 compared to 5.3% for the three months ended April 30, 2008.

Interest Expenses.  Interest expenses increased by $0.1 million for the three months ended April 30, 2009 as compared to the three months ended April 30, 2008 due to higher borrowing levels outstanding mainly due to the purchase price paid for the Brazil acquisition, partially offset by lower interest rates.

Income Tax Expense.  Income tax expenses consist of federal, state, and foreign income taxes.  Income tax expenses decreased $0.1 million, or 11.9%, to $0.4 million for the three months April 30, 2009 from $0.5 million for the three months ended April 30, 2008.  Our effective tax rates were 81.5% and 35.2% for the three months ended April 30, 2009 and 2008, respectively. Our effective tax rate for 2009 was affected by a $350,000 allowance against deferred taxes resulting from the India restructuring, losses in India and UK with no tax benefit, tax benefits in Brazil resulting from government incentives and goodwill write-offs, and credits to prior years taxes in the US not previously recorded.

 Net Income.  Net income decreased $0.8 million, or 89% to $0.1 million for the three months ended April 30, 2009 from $0.8 million for the three months ended April 30, 2008. The decrease in net income primarily resulted from a decrease in sales, larger losses in India and reduction in gross margins in disposables and Brazil, a $350,000 allowance against deferred taxes resulting from the India restructuring, offset by management’s cost reduction program.

Liquidity and Capital Resources

Cash Flows. As of April 30, 2009 we had cash and cash equivalents of $3.9 million and working capital of $67.3 million increases of $1.2 million and a decrease of $3.6 million, respectively, from January 31, 2009. Our primary sources of funds for conducting our business activities have been cash flow provided by operations and borrowings under our credit facilities described below.  We require liquidity and working capital primarily to fund increases in inventories and accounts receivable associated with our net sales and, to a lesser extent, for capital expenditures.

Net cash provided by operating activities of $5.2 million for the three months ended April 30, 2009 was due primarily to net income from operations of $0.1 million, an increase in accounts payable accrued expenses and other liabilities of $1.0 million, and a decrease in inventories of $4.8 million, offset by an increase in accounts receivable of $1.7 million. Net cash used in investing activities of $0.6 million in the three months ended April 30, 2009, was due to purchases of property and equipment.

We currently have one credit facility - a $30 million revolving credit, of which $20.5 million of borrowings were outstanding as of April 30, 2009.  Our credit facility requires that we comply with specified financial covenants relating to fixed charge ratio, debt to EBIDTA coverage, and inventory and accounts receivable collateral coverage ratios.  These restrictive covenants could affect our financial and operational flexibility or impede our ability to operate or expand our business.  Default under our credit facility would allow the lender to declare all amounts outstanding to be immediately due and payable.  Our lender has a security interest in substantially all of our assets to secure the debt under our credit facility.  As of April 30, 2009, we were in compliance with all covenants contained in our credit facility.

We believe that our current cash position of $3.9 million, our cash flow from operations along with borrowing availability under our $30 million revolving credit facility will be sufficient to meet our currently anticipated operating, capital expenditures and debt service requirements for at least the next 12 months.

17

Capital Expenditures. Our capital expenditures principally relate to purchases of manufacturing equipment, computer equipment, and leasehold improvements, as well as payments related to the construction of our new facilities in China. Our facilities in China are not encumbered by commercial bank mortgages and thus Chinese commercial mortgage loans may be available with respect to these real estate assets if we need additional liquidity. Our capital expenditures are expected to be approximately $1.5 million for plant expansion in Brazil and capital equipment, primarily computer equipment and apparel manufacturing equipment in fiscal 2010.

Foreign Currency Exposure.  The Company has foreign currency exposure, principally through its investment in Brazil, sales in Canada and the UK and production in Mexico and China.  Management has commenced a hedging program to offset this risk by purchasing forward contracts to sell the Canadian Dollar, Chilean Peso, Euro and Great Britain Pound.  Such contracts are largely timed to expire with the last day of the fiscal quarter, with a new contract purchased on the first day of the following quarter, to match the operating cycle of the company.  Management has decided not to hedge its long position in the Chinese Yuan or Brazilian Real.

Interest Rate Risk Management

We are exposed to interest rate risk from debt. We have hedged against the risk of changes in the interest rate associated with our variable rate Revolving Credit by entering into a variable-to-fixed interest rate swap agreement, designated as fair value hedges, with a total notional amount of $18 million as of April 30, 2009. We assume no hedge ineffectiveness as each interest rate swap meets the short-cut method requirements under SFAS 133 for fair value hedges of debt instruments. As a result, changes in the fair value of the interest rate swaps are offset by changes in the fair value of the debt, both are reported in interest and other income and no net gain or loss is recognized in earnings.

Effective January 1, 2009, the Company adopted the provisions of SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, which amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. The Company accounts for its foreign exchange derivative instruments under Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 161.  This standard requires recognition of all derivatives as either assets or liabilities at fair value and may result in additional volatility in both current period earnings and other comprehensive income as a result of recording recognized and unrecognized gains and losses from changes in the fair value of derivative instruments. The fair value of the interest rate swap in a net liability position is included in Other Liabilities on the balance sheet.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in market risk from that disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2009.

Item 4. Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of the our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of April 30, 2009. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of April 30, 2009 for the reasons discussed below, to ensure them that information relating to the Company (including our consolidated subsidiaries) required to be included in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Our Chief Executive Officer and Chief Financial Officer have concluded that we no longer have a material weakness over our China operations and financial reporting as of April 30, 2009.

18

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2009. In making this assessment, management used the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of April 30, 2009. Our Chief Executive Officer and Chief Financial Officer have concluded that we no longer have a material weakness over our inventory relating to sales of raw material waste in China at April 30, 2009.

In response to the fraud in China (as fully explained in Note 17 to the Annual Report filed under Form 10-K) and the material weakness identified at October 31, 2008, we have initiated a China Internal Control Committee. Such Committee reviews, examines and evaluates China operating activities, and plans, designs and implements internal control procedures and policies. The Committee reports to the Chief Financial Officer. In particular, the Committee focuses on: strengthening controls over waste/scrap sales, upgrading local accounting manager authority and responsibility, and creating new banking and inventory controls.

We believe the above remediation steps now provide us with the infrastructure and processes necessary to accurately prepare our financial statements on a quarterly basis.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Other Previous Material Weaknesses- In its report at April 30, 2008, management had previously identified a material weakness in its period-end financial reporting process relating to employee withholding for medical insurance. The employee withholding for medical insurance was not offset against the expenses as a result of human error and was not identified on review due to the favorable claim experience resulting in lowered expenses. This control deficiency resulted in an adjustment to our April 30, 2008 financial statements and could have resulted in an overstatement of cost of sales and operating expenses that would have resulted in an understatement of net earnings in the amount of $127,000 to the interim financial statements if not detected and prevented.

In response to the material weakness identified at April 30, 2008, we have initiated additional review procedures to reduce the likelihood of future human error on the assets and liabilities trial balance amounts. Management believes that the remediation relating to the weakness relating to the Chinese subsidiaries is now completely in effect.

Management had also previously identified two material weaknesses at January 31, 2008, in its period-end financial reporting process relating to the elimination of inter-company profit in inventory and the inadequate review of inventory cutoff procedures and financial statement reconciliations from one of our China subsidiaries.  The material weakness which related to the elimination of inter-company profit in inventory resulted from properly designed controls that did not operate as intended due to human error. The material weakness that resulted in the inventory cut-off error was as a result of the improper reconciliation of the conversion of one of our China subsidiaries’ financial statements from Chinese GAAP to U.S. GAAP. We engaged a CPA firm in China to assist management in this conversion, and the Chinese CPA firm’s review as well as management’s final review did not properly identify the error in the reconciliation. These control deficiencies resulted in audit adjustments to our January 31, 2008 financial statements and could have resulted in a misstatement to cost of sales that would have resulted in a material misstatement to the annual and interim financial statements if not detected and prevented.

19

Remediation - In response to the material weaknesses identified at January 31, 2008, we continue the process of initiating additional review procedures to reduce the likelihood of future human error and are transitioning to internal accounting staff with greater knowledge of U.S. GAAP to improve the accuracy of the financial reporting of our Chinese subsidiary.  We have automated key elements of the calculation of intercompany profits in inventory and formalized the review process of the data needed to calculate this amount. With the implementation of this corrective action we believe that the previously identified material weakness relating to intercompany profit elimination has been remediated as of the first quarter of the fiscal year 2009.

Effective in full at October 31, 2008, management has taken primary responsibility to prepare the U.S. GAAP financial reporting based on China GAAP financial statements. This function was previously performed by outside accountants in China. Further, U.S. corporate management is now also reviewing the China GAAP financial statements. In addition, in July 2008, an internal auditor was hired in China who will report directly to the U.S. corporate internal audit department and who will work closely with U.S. management.

As described below under the heading “Changes in Internal Controls Over Financial Reporting,” we have previously taken a number of steps designed to improve our accounting for our Chinese subsidiaries,  the elimination of intercompany profit in inventory, and employee withholding for medical insurance.

Changes in Internal Control Over Financial Reporting –Except as described above, there have been no changes in our internal control over financial reporting since January 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management is in the process of reviewing, evaluating and upgrading the systems of internal control existing at our new subsidiary in Brazil, Qualytextil, S.A.

Lakeland Industries, Inc.’s management, with the participation of Lakeland Industries, Inc.’s Chief Executive Officer and Chief Financial Officer, has evaluated whether any change in the Company’s internal control over financial reporting occurred during the first quarter of fiscal 2010.  Based on that evaluation, management concluded that other than the China Internal Control Committee discussed above, there have not been changes in Lakeland Industries, Inc.’s internal control over financial reporting during the first quarter of fiscal 2010 that have materially affected, or is reasonably likely to materially affect, Lakeland Industries, Inc.’s internal control over financial reporting.

Holtz Rubenstein Reminick LLP, the Company's previous independent registered public accounting firm has issued a report on management’s assessment of the Company’s internal control over financial reporting. That report dated April 14, 2009 is included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2009.

Changes in Internal Control over Financial Reporting

Other than the China Internal Control Committee discussed above, there have been no other changes in Lakeland Industries, Inc.’s internal control over financial reporting during the first quarter of fiscal 2010 that have materially affected, or is reasonably likely to materially affect, Lakeland Industries,Inc.’s internal control over financial reporting.

20

PART II. OTHER INFORMATION

Items 1, 2, 3, 4 and 5 are not applicable

Exhibits:

Item 6. Exhibits and Reports on Form 8-K:

a.	10.2  Garment Manufacturer & Seller Liscence Agreement between E. I. DuPont De Nemours and Company and Lakeland Industries, Inc. dated June 6, 2009 (filed herein)
b.	10.7 Fourth Modification to Note and Loan Agreement and Affirmation of Guaranty dated February 28, 2009 between Lakeland Industries, Inc. and Wachovia Bank, N.A. (filed herein)
c.	10.16 Agreement of non-residential rent between Engenharia, Comercio e Industria Ltda and Qualytextil, S.A. dated December 22, 2008. (filed herein)
d.	10.17 Particular Instrument of Rent Agreement between Ceprin Empreendimentos e Participacoes S/A and Qualytextil, S.A. dated October 28, 2008. (filed herein)
e.	31.1 Certification Pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Exchange Act, Signed by Chief Executive Officer (filed herewith)
f.	31.2 Certification Pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Exchange Act, Signed by Chief Financial Officer (filed herewith)
g.	32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Signed by Chief Executive Officer (filed herewith)
h.	32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Signed by Chief Financial Officer (filed herewith)

Reports on Form 8-K:

a - On February 12, 2009, the Company filed a Form 8-K under Item 5.02 relating to the departure of Michael Cirenza from Lakeland’s Board of Directors.

b - On March 4, 2009, the Company filed a Form 8-K under Item 7.01, for the purpose of furnishing a press release announcing that Lakeland will be presenting at the Edgewater Conference in Las Vegas.

c - On April 15, 2009, the Company filed a Form 8-K under Item 2.02 for the purpose of furnishing a press announcing the Company's FY 2009 financial results for the reporting period ended January 31, 2009.

d - On April 23, 2009, the Company filed a Form 8-K under Item 5.02 relating to the election of Duane Albro to Lakeland’s Board of Directors.

e - On April 28, 2009, the Company filed a Form 8-K under Item 4.01 for the purpose of furnishing a press release announcing that on April 27, 2009, the Company Changed certifying accountants.  

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SIGNATURES

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

	LAKELAND INDUSTRIES, INC.
	(Registrant)
Date:  June 9, 2009	/s/ Christopher J. Ryan
	Christopher J. Ryan,
	Chief Executive Officer, President,
	Secretary and General Counsel
	(Principal Executive Officer and Authorized
	Signatory)
Date: June 9, 2009	/s/Gary Pokrassa
	Gary Pokrassa,
	Chief Financial Officer
	(Principal Accounting Officer and Authorized
	Signatory)

22

EX-10.2

Exhibit 10.2

"Pages where confidential treatment has been requested are marked 'Confidential Treatment Requested.'  The redacted material has been separately filed with the Commission, and the appropriate section has been marked at the appropriate place and in the margin with a star (*)."

'Confidential Treatment Requested'

GARMENT MANUFACTURER & SELLER LICENSE AGREEMENT

BETWEEN

E. I. DUPONT DE NEMOURS AND COMPANY

1007 MARKET STREET

WILMINGTON, DELAWARE 19898

A DELAWARE CORPORATION

("DUPONT")

AND

LAKELAND INDUSTRIES INCORPORATED

711-2 KOEHLER AVENUE

RONKONKOMA, NEW YORK 11779

A DELAWARE CORPORATION

("LICENSEE")

WHEREAS, DUPONT has gained expertise in the manufacture of fabrics and protective garments for numerous industrial applications and wishes to respond to end user needs for consistent high quality protective apparel;

WHEREAS, DUPONT has developed and adopted certain trademarks as shown in Attachment A (hereinafter " Trademarks") which are reserved exclusively to designate high quality protective garments meeting certain quality specifications;

WHEREAS, DUPONT has developed terms and conditions for licensing the use of Trademarks in conjunction with selling garments and for establishing manufacturing and distribution channels to promote these garments; and

WHEREAS, LICENSEE desires to become a manufacturer and seller for these garments, use Trademarks on such garments having the quality and product specifications set forth in this License, sell such garments in certain markets, and is willing to comply with the terms set forth below,

NOW, THEREFORE, in consideration of the grant and mutual promises contained in this Agreement, DUPONT and LICENSEE agree as follows:

I.           Purpose

1. The Parties hereto recognize that DuPont manufactures and sells material in the form of nonwoven fabrics listed in Attachment B (“Fabric”).  Those nonwoven Fabrics have beneficial properties when properly applied in the manufacture of protective clothing used by industrial workers.

2. The Parties hereto recognize that Licensee is an experienced manufacturer of industrial protective clothing, including Garments, made of Fabric.  DuPont does not manufacture the finished product for Licensee.

3. The consumers of protective clothing have an interest in knowing the principal material used in making the protective clothing.  DuPont has an interest in protecting the good will associated with its Fabric and its Trademarks.  Further, DuPont and Licensee have a mutual interest in the fair, accurate and non-infringing use of the DuPont Trademarks associated with the Fabric.  Licensee wishes to convey the quality and kind of Fabric used to manufacture the Garments it sells by referencing the Trademarks.

4. Fabric is being adapted by the Licensee for use in the manufacture of Garments because Licensee believes Fabric is a suitable material for such use.

5. DuPont has received reasonable assurances from Licensee that Licensee will use the Fabric and the Garments responsibly and safely.  Further, Licensee represents and warrants it will make only accurate statements or representations concerning the characteristics and qualities of the Fabric and the Garments.

6. This Agreement sets forth the basis under which Licensee will (i) manufacture Garments made of Fabrics and (ii) be permitted to use DuPont’s Trademarks.

II.           Grant

1. DuPont grants Licensee a nonexclusive, nontransferable, non-assignable, license to use, display, promote and advertise Trademarks in the United States, Canada and Mexico ("Territory") in connection with making, selling and marketing high quality protective apparel for all industrial markets, excluding the hospital and cleanroom markets ("Markets"), manufactured from certain types of nonwoven Fabric as described in Attachment B provided such garments comply with all the technical and quality specifications of Attachment B ("Garments").  DuPont and Licensee may mutually agree in writing to add new markets to Markets as described above.   The Parites’ respective rights and obligations in any new market  are subject to all the terms and conditions of this License.

DuPont may license others to make and sell Garments for Markets in the Territory and to use Trademarks in Territory.  In addition, DuPont may also make and offer Garments for sale in the Territory.

Attachment B specifications may be revised or supplemented at any time at DuPont's discretion upon written notice to Licensee and such revisions or supplements shall become a part of this License; provided however that Garments made under prior Attachment B specifications before such change notice shall be deemed to comply with this Agreement.  Garments which bear Trademarks must meet all of the Specifications set forth in Attachment B.

DuPont may elect to add new Garments and/or Fabrics to the scope of this license.

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III.           Licensee Commitments

1. Licensee accepts the grant of this License and agrees to use its best efforts in manufacturing, selling, and promoting Garments bearing Trademarks in Markets within the Territory.  Licensee also agrees not to sell and/or promote Garments bearing Trademarks outside the Markets or the Territory defined herein.

2. Licensee will maintain a staff or will retain agents and consultants who are properly trained, experienced, sophisticated and knowledgeable in the properties, processing techniques and hazards of Fabric, its performance and suitability for use in the manufacture of Garments.

3. Licensee agrees to bear responsibility for, and will perform or have performed, all tests necessary for Garments to provide reasonable assurance of the quality and safety of Garments made of Fabrics.

4. Licensee will provide its customers with the appropriate warnings necessary for the safe use of Garments made of the Fabrics.

5. Licensee will comply with all applicable laws and regulations concerning the development, design, manufacture, marketing, sales and warranty of Garments.  The responsibility to manufacture, promote and warrant Garments lies solely with Licensee.

6. Licensee agrees not to use Fabrics provided by DuPont hereunder except to make and sell Garments in the Markets within the Territory.

7. Licensee understands that failure to use its best efforts to market and promote Garments shall be cause for immediate termination of this License under Section VII.  Licensee acknowledges that making or publishing inaccurate statements or advertisements, or otherwise taking actions that reflect adversely on Garments (or DuPont Tyvek® ) and/or Fabric shall constitute a material breach of this License, giving DuPont the right to immediately terminate this License.

8. Licensee agrees that Garments bearing the Trademarks will meet all Attachment B specifications.

9. Licensee agrees to comply with the requirements of DuPont’s Advertising Cooperative Program for the Garments as set forth in Attachment D.

10. Licensee agrees to actively promote the Trademarks and the Garments.

11. Licensee agrees to use its best efforts to maintian ISO registration under Standard 9002.

12. Licensee agrees to maintain an adequate inventory of a full line (as defined in Attachment B) of all of the Garments and agrees to deliver under normal circumstances all orders promptly upon order receipt.

13. Licensee may employ third party contractors provided that Licensee shall assume full responsibility for assuring compliance of any third party contractor employed in making Garments made of Fabric with all the requirements of this License, including the provisions pertaining to the use and resale or transfer of the Fabric and the use of the name of DuPont and the DuPont Trademarks.

14. To protect the quality of Garments made of Fabric and the Trademarks, Licensee shall submit to DuPont, without charge, samples of Garments as requested by DuPont.

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15. Licensee acknowledges that it has received, and is familiar with, DuPont's current labeling and literature, including warnings, concerning Fabrics.  Licensee will forward such information, and such other labeling and material as is supplied to Licensee by DuPont from time to time, to its employees and to its customers who handle, process or otherwise come into contact with Fabrics or Garments.

IV.           DuPont Commitments

1. DuPont will sell Fabrics to Licensee to meet Licensee's supply needs for Fabric under this Licensing Program, pursuant to the prices in effect for such Fabric styles at times of shipment and subject to DuPont's standard Conditions of Sale in effect at the time of shipment.  Current pricing and performance incentives pricing program for 2009 are as set forth in Attachment F.  A sample of DuPont's current Conditions of Sale is set forth in Attachment E.

2. The Fabrics will meet DuPont product release specifications for the specific Fabric type(s) in effect at the time of shipment.  DUPONT MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY.  ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.

3.      DuPont will also:

- offer educational training to Licensee’s sales force regarding Fabric;

- provide support programs to Licensee for existing products and to the extent that the scope of this License may be amended to cover new products, provide support programs for new products; and,

- subject to the terms of Attachment D, partially fund advertising and promotional materials to a maximum amount of one percent (1.0%) of Licensee's payments to DuPont for purchases from DuPont during the prior calendar year.

V. Use of Trademarks

1. Licensee shall indicate that Garments are made of the Fabric by applying the labels, mechanicals of which shall be provided free of charge by DuPont.  Sample labels are shown on Attachment C ("The Labels").  Inside labels may also include the name or trademark of Licensee.  The Trademarks may not be used in any garments or other products which do not meet Attachment B requirements.    Label production costs are reimbursable as indicated in Attachment D.  Licensee shall place labels on Garments in locations specified in Attachment B.  Licensee shall use the labels, both inside and outside, on all Garments.  Licensee also agrees to meet the packaging specifications for Garments set forth in Attachment B.

2. Licensee acknowledges that Trademarks are the exclusive property of DuPont and Licensee shall not use any trademark, mark, name or symbol which may be confusingly similar to Trademarks, and shall not use Trademarks in any manner which could diminish their value to DuPont, affect the validity of their registration or affect DuPont's exclusive ownership thereof.  Licensee will use Trademarks in accordance with good trademark and business practice and Licensee shall comply with any trademark usage guidelines supplied from time to time by DuPont to Licensee.

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3. If, as a result of the use of Trademarks, Licensee or any of Licensee's customers should be charged with trademark infringement, upon notice to DuPont, DuPont will assume the defense and expense of any proceedings instituted pursuant to such a charge.  Licensee shall not institute proceedings for infringement of Trademarks in its own name.  Licensee agrees to assist DuPont at Licensee's cost when requested in such defense or other protection of Trademarks.  If Licensee sees any misuse of Trademarks, Licensee shall immediately notify DuPont and cooperate with DuPont in trying to correct such misuse.

Licensee shall discontinue immediately any use, display, advertising or promotion of Trademarks or any claim for Garments where Trademarks are used, that directly or indirectly includes a false, exaggerated, nonrepresentative or misleading claim or statement relating to or which reflects adversely on DuPont, Trademarks, Fabric, Garments, Attachments B and C specifications, or Garment performance.  DuPont, in its sole discretion, may require Licensee to revise any such objectionable use, display, advertising or promotion and Licensee shall promptly comply or be in material breach of this Agreement under Section VII.

VI.           Inspection and Testing of Garments

1. Licensee shall establish and utilize quality control procedures to maintain continuous compliance with Attachments B and C.

2. Licensee shall regularly inspect Garments to ascertain that they shall at all times meet Attachments B and C and meet or exceed the current ANSI sizing standard for limited-use garments

3. Licensee understands that from time to time DuPont may also be inspecting and sampling Garments in the marketplace for compliance with Attachments B and C.

*                 [Redacted]

'Confidential Treatment Requested'

5

IX.           Indemnity and Insurance

1. DuPont agrees to release, defend, hold harmless and indemnify Licensee from any and all claims, liabilities, costs and expenses, including but not limited to reasonable attorney fees, that may arise from DuPont's failure to supply Fabric that conforms to DuPont’s Specifications for Fabric.

2. Licensee agrees to release, defend, hold harmless and indemnify DuPont from any and all claims, liabilities, costs and expenses, including but not limited to reasonable attorney fees, that may arise from the Licensee’s acts or omissions relating to or arising from design, testing, manufacture, sale, use, display, advertising or promotion of Garments made of Fabric.

3. Licensee agrees to obtain and maintain commercial general liability insurance (including contractual liability coverage) on an occurrence based policy form (Form CG 2010) in the minimum amount of $5,000,000 to cover Licensee's obligations under this Agreement including, but not limited to, the indemnity.  DuPont shall be named as an additional insured on such insurance.  Certificates of insurance in a form reasonably acceptable to DuPont evidencing the insurance coverage so required shall be sent to DuPont, at the address set forth below, prior to the Effective Date of this Agreement.   Failure to maintain such coverage,  to provide notice necessary to trigger or preserve the right to coverage under the policy or failure to provide DuPont with evidence of such coverage shall constitute good cause for the immediate termination of this Agreement by DuPont. Such certificates shall provide that the insurer will give DuPont not less than thirty (30) days advance notice of any change in or cancellation of coverage.

4. In the event either, or both, of the Parties to this Agreement are engaged in litigation with a third party over the subject matter of this Agreement, the Parties hereto agree to fully cooperate with each other in the defense of such action and will seek the cooperation of any insurance company that may have an interest in the litigation.

5. The obligations set forth in this Section IX. shall survive the expiration or termination of this Agreement.

X.           General

1. It is understood and agreed that DuPont has no right to provide any marketing instructions to Licensee, or to exercise any control over Licensee’s pricing or method of operation of its business.  Licensee is free to market Licensee’s Garments and to conduct Licensee’s business as Licensee sees fit.

2. In the event of litigation, the Parties agree that the Courts of the State of Delaware shall have exclusive jurisdiction over any claim or action to be commenced by either Party against the other arising out of the performance, or relating to the subject of this Agreement.  Licensee hereby consents to personal jurisdiction in the Courts of Delaware for purposes of any interpretation, enforcement or legal action concerning this Agreement.  This Agreement shall be construed in accordance with the laws of the State of Delaware without giving effect to choice of law or conflict principles of any other jurisdiction.

3. The Parties’ legal obligations under this Agreement are to be determined from the precise and literal language of this Agreement and not from the imposition of state laws attempting to impose additional duties that were not the express basis of the bargain at the time this Agreement was made.

4. The Parties are sophisticated businesses with legal counsel to review the terms of this Agreement and the Parties represent that they have fully read this Agreement, understand its unambiguous terms and intend to be legally bound hereby.

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5. Licensee acknowledges that Attachments B, D, and F are confidential DuPont information.  In the course of performing this Agreement, DuPont may disclose other confidential DuPont information, either in writing or orally, and so indicate to Licensee.  All such confidential information shall remain the property of DuPont.

6. Nothing in this License Agreement shall be construed to grant Licensee any rights or license to any DuPont trademark, trade name, certification mark, or product other than as specified herein.  No rights are granted to Licensee with respect to any patents or patent rights.

7. A telegram or letter (first class, overnight registered U.S. mail or faxed) sent to the other Party at the address stated below shall constitute written notice under this License.

8. The failure of the Parties to insist upon the performance of any provision of this Agreement or to exercise any right or privilege thereunder shall not be construed as a waiver of any right arising under this Agreement and all provisions shall remain in full force and effect.

9. No liability shall result from delay in performance or non performance directly or indirectly caused by circumstances beyond the control of the Party affected, including, but not limited to, acts of God, fire, explosion, flood, war, act of or authorized by any Government, accident, equipment failure, labor dispute or shortage, or inability to obtain material, equipment and transportation.  Quantities so affected shall be eliminated by DuPont from the Agreement without liability, but the Agreement shall remain otherwise unaffected.  DuPont shall have no obligation to purchase supplies of fabric it would otherwise make to enable it to perform this Agreement.

10. All understandings, representations, warranties, and agreements, if any, heretofore existing between DuPont and Licensee regarding the subject matter hereof are merged into this License, including the Attachments hereto, which fully and completely express the entire understanding of the parties with respect to their relationship.  The Parties have entered into this License freely, intelligently, and voluntarily after adequate investigation, with neither Party relying upon any statement or representation not contained in this License or the Attachments hereto.  This Agreement may be amended only by a written document signed by authorized representatives of both Parties.

11. If any provision of this Agreement is held to be invalid or unenforceable, all other provisions will continue in full force and effect, and the Parties will substitute for the invalid or unenforceable provision a valid and enforceable provision which conforms as nearly as possible with the original intent of the Parties.

12. DuPont shall have no liability of any kind or nature whatsoever (including without limitation, indirect, consequential, special, incidental or punitive damages) to Licensee for:

a.      Termination or expiration of this Agreement according to its terms.

b.      Communications from DuPont with past, present, or prospective customers of Licensee when such communications pertain to the termination or non-renewal of this Agreement (including without limitation, communications identifying any new Licensee or supplier).

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In witness whereof, the Parties have signed this License in duplicate by their duly authorized representatives on the dates set forth below.

LICENSOR		LICENSEE
E. I. du Pont de Nemours and Company		Lakeland Industries Inc.
Wilmington, Delaware, U.S.A.		Ronkonkoma, New York, U.S.A.
By:	/s/ Giselle Ruiz Arthur	By:	/s/ Christopher J. Ryan
Printed Name		Printed Name
Corporate Trademark Counsel		President
Printed Title		PrintedTitle
Date:	June 6, 2009	Effective Date:		June 6, 2009
		Acknowledged by:
		DuPont Personal Protection
		Name:
		Title:

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ATTACHMENTS

	A
	The Trademarks
	B
*	[Redacted]
	C
	Sample Garment Labels
	D
*	[Redacted]
	E
	DuPont Standard Terms & Conditions of Sale
	F
*	[Redacted]

'Confidential Treatment Requested'

9

ATTACHMENT "A"

THE TRADEMARKS

10

ATTACHMENT "B"

* [Redacted]

'Confidential Treatment Requested'

11

DUPONT CONFIDENTIAL INFORMATION

ATTACHMENT B 1

* [Redacted]

'Confidential Treatment Requested'

12

DUPONT CONFIDENTIAL INFORMATION

ATTACHMENT B2

* [Redacted]

'Confidential Treatment Requested'

13

ATTACHMENT C

SAMPLE GARMENT LABELS

OUTSIDE LABEL MECHANICALS SUPPLIED BY DUPONT

INSIDE LABEL FORMAT FOR TYVEK®

The fabric in this garment is made of  DuPontTyvekâ spunbonded olefin.

WARNING! It is the user's responsibility to read and understand all provided warning, proper  usage, and care information.

Tyvek® fabrics are not flame resistant or flame retardant, will melt, can create static electricity and should not be used around heat, open flame, sparks or in a potentially flammable or explosive environments.  This garment and/or fabric is NOT SUITABLE for use with some chemical and hazardous agents.  Contact your employer or the Manufacturer (1-800-645-9291) on specific chemicals or agents.

It is the user's responsibility to determine the level of risk and the proper personal protection equipment needed because conditions of use are outside of our control.   DUPONT AND THE LICENSED GARMENT MANUFACTURER make no warranties, expressed or implied, and assume no liability as to the performance of this product for a particular use.

INSIDE LABEL FORMAT FOR TYCHEM®

The fabric in this garment is made of  DuPont Tychem® fabric.

WARNING ! It is the user’s responsibility to read and understand all provided warning, proper

usage, and care information.

Tychem®  fabrics are not flame resistant or flame retardant, will melt, can create static electricity and should not be used around heat, open flame, sparks or in a potentially flammable or explosive environments.  This garment and/or fabric is NOT SUITABLE for use with some chemical and hazardous agents.  Contact your employer or the Manufacturer (1-800-645-9291) on specific chemicals or agents.

It is the user's responsibility to determine the level of risk and the proper personal protection equipment needed because conditions of use are outside of our control.   DUPONT AND THE LICENSED GARMENT MANUFACTURER make no warranties, expressed or implied, and assume no liability as to the performance of this product for a particular use.

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ATTACHMENT D

COOPERATIVE ADVERTISING PROGRAM

* [Redacted]

'Confidential Treatment Requested'

15

ATTACHMENT E

CONDITIONS OF SALE

STANDARD CONDITIONS OF SALE

1. Seller warrants only that (a) any products or services provided hereunder meet Seller's standard specifications for the same or such other specifications as may have been expressly agreed to herein; (b) the sale of any products or services provided hereunder will not infringe the claims of any validly issued United States patent covering such product or service itself, but does not warrant against infringement by reason of (i) the use of any information provided, (ii) the use of any product or service in combination with other products, services, or information or in the operation of any process, or (iii) the compliance by Seller with any specifications provided to Seller by Buyer; and (c) all products provided hereunder were produced in compliance with the requirements of the Fair Labor standards Act of 1938, as amended. WITH RESPECT TO ANY PRODUCTS, SERVICES, OR INFORMATION PROVIDED TO BUYER, SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANYOTHER EXPRESS OR IMPLIED WARRANTY. Buyer assumes all risk and liability resulting from use of the products, services, or information delivered hereunder, whether used singly or in combination with other products, services, or information.

2. IN NO EVENT WILL SELLER'S AGGREGATE LIABILITY TO BUYER FOR ALL DAMAGES ARISING FROM ANY AND ALL CLAIMS RELATED TO THE BREACH OF THIS AGREEMENT, NONDELIVERY, OR THE PROVISION OF ANY PRODUCT, SERVICE, OR INFORMATION COVERED BY THIS AGREEMENT, REGARDLESS OF WHETHER THE FORM OF ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EXCEEDTHE TOTAL PRICE PAID BY BUYER TO SELLER FOR THE PRODUCTS, SERVICES, OR INFORMATION IN RESPECT OF WHICH DAMAGES ARE CLAIMED. NO CLAIM SHALL BE ALLOWED FOR PRODUCT THAT HAS BEEN PROCESSED IN ANYMANNER. FAILURE TO GIVE NOTICE OF A CLAIM WITHIN NINETY (90) DAYSFROM DATE OF DELIVERY, OR THE DATE FIXED FOR DELIVERY (IN CASE OF NONDELIVERY) SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT OF SUCH PRODUCTS, SERVICES, OR INFORMATION. PRODUCTS SHALL NOT BE RETURNED TO SELLER WITHOUT SELLER'S PRIOR WRITTEN PERMISSION. NO CHARGE OR EXPENSE INCIDENT TO ANY CLAIMS WILL BE ALLOWED UNLESS APPROVED BY AN AUTHORIZED REPRESENTATIVE OF SELLER. IN ADDITION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO WAIVES ANY CLAIM TO INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLIED DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVISION OF ANYPRODUCT, SERVICE, OR INFORMATION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES WAIVE AND AGREE NOT TO ASSERT NON-CONTRACTUAL CLAIMS ARISING UNDER STATE LAW RELATING TO THIS AGREEMENT OR THE PROVISION OF ANYPRODUCT, SERVICE, OR INFORMATION COVERED BY THIS AGREEMENT, AND THIS AGREEMENT SHALL BEDEEMED TO INCLUDE SUCH LANGUAGE AS MAY BE REQUIRED TO EFFECT SUCH WAIVER. WAIVER BYEITHER PARTY OF ANY DEFAULT BY THE OTHER HEREUNDER SHALL NOT BE DEEMED A WAIVER BY SUCH PARTY OF ANYDEFAULT BYTHE OTHER WHICH MAY THEREAFTER OCCUR.

3. No liability shall result from delay in performance or nonperformance, directly or indirectly caused by circumstances beyond the control of the party affected, including, but not limited to, act of God, fire, explosion, flood, war, act of or authorized byany Government, accident, labor trouble or shortage, pandemic, inability to obtain material, equipment or transportation, failure to obtain or hardship in obtaining reasonably priced supplies of materials, or failure of usual transportation mode. Quantities so affected

16

may be eliminated from the agreement without liability, but the agreement shall remain otherwise unaffected. Seller shall have no obligation to purchase supplies of the product specified herein to enable it to perform this Agreement.

4. If for any reason including but not limited to Force Majeure Seller is unable to supply the total demand for products specified herein, Seller may distribute its available supply among any or all purchasers, as well as departments and divisions of Seller, on such basis as it may deem fair andpractical, without liability for any failure of performance which may result therefrom.

5. Seller may furnish such technical assistance and information as it has available with respect to the use of the products or services covered by this Agreement. Unless otherwise agreed in writing, all such information will be provided gratis. Buyer agrees to evaluate such information, to make an independent decision regarding the suitability of such information, products and services for Buyer's application, and only use such products, services and information pursuant to then current good product stewardship principles and all regulatory requirements applicable to Buyer's business.

6. Buyer acknowledges that it has received and is familiar with Seller's labeling and literature concerning the products and its properties. Buyer will forward such information to its employees, contractors and customers who may distribute, handle, process, sell or use such products, and advise such parties to familiarize themselves with such information. Buyer agrees that products sold hereunder will not knowingly be resold or given in sample form to persons using or proposing to use the products for purposes contrary to recommendations given by Seller or prohibited by law, but will be sold or given as samples only to persons who can handle, use and dispose of the products safely. Unless agreed to by Seller in a written agreement covering such use, in no event shall Buyer use products or resell products for use in the manufacture of any implanted medical device. Buyer agrees that export of any product, service or information provided hereunder shall be in accordance with applicable Export Administration Regulations.

7. Except as may be contained in a separate trademark license, the sale of product (even if accompanied by documents using a trademark or trade name of Seller) does not convey a license, express or implied, to use any trademark or trade name of Seller, and Buyer shall not use any trademark or trade name of Seller in the conduct of its business without Seller's prior written consent.

8. The Buyer shall reimburse the Seller for all taxes (excluding income taxes) excises or other charges which the Seller may be required to pay to any Government (National, State or Local) upon the sale, production or transportation of the products, services, or information sold hereunder.

9. In the event Buyer fails to fulfill Seller's terms of payment, or in case Seller shall have any doubt any time as to Buyer's financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or satisfactory security.

10. This agreement is not assignable or transferable by Buyer, in whole or in part, except with the prior written consent of Seller. Seller reserves the right to sell, assign, or otherwise transfer its right to receive payment under this agreement.

11.  Dispute Resolution and Arbitration - Buyer and Seller agree to arbitrate all disputes, claims or controversies whether based on contract, tort, statute, or any other legal or equitable theory, arising out of or relating to (a) this Agreement or the relationship which results from this Agreement, (b) the breach, termination or validity of this Agreement, (c) the purchase or supply of any product, service, or information provided by Seller, (d) events leading up to the formation of Buyer's and Seller's relationship, and (e) any issue related to the creation of this Agreement or its scope, including the scope and validity of this paragraph.The parties shall before and as acondition to proceeding to arbitration attempt in good faith to resolve any such claim or controversy by

17

mediation under the International Institute for Conflict Prevention & Resolution ("CPR") Mediation Procedure then currently in effect. Unless the parties agree otherwise, the mediator will be selected from the CPR Panels of Distinguished Neutrals. Any such claim or controversy which remains unresolved 60 days after the appointment of a mediator or 60 days after good faith efforts by either party to proceed to mediation shall be finally resolved by binding arbitration in accordance with the CPR Rules for Non-Administered Arbitration then currently in effect by three independent and impartial arbitrators, none of whom shall be appointed by either party. This Agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion ofany state laws inconsistent therewith. Such arbitration shall be conducted in a city to be chosen by the arbitrators which is not the principal place of business of either party, and the arbitrators and the parties shall conduct such arbitration in accordance with such procedures as may be necessary to permit use of the then current CPR Arbitration Appeal Procedure. Any judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. In the event that either party wishes to appeal an award, the parties shall follow the then current CPR Arbitration Appeal Procedure. Buyer and Seller agree not to file or join any class action or class arbitration, seekor consent to class relief, or seek or consent to the consolidation or joinder of its claims with those of any third party. If any clause within this Arbitration Provision (other than the agreement regarding the conduct of the arbitration in the preceding sentence) is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision, and the remainder of the Arbitration Provision will be given full force and effect. If such agreement regarding the conduct of the arbitration is found to be illegal or unenforceable and if the arbitrators permit a class arbitration or consolidated or joined matter to proceed, this entire Arbitration Provision will be unenforceable, and the dispute may be decided by a court. The obligations set forth in this paragraph shall survive the termination or expiration of this Agreement.

12. In addition to these Standard Conditions of Sale, any Special Conditions of Sale set forth on this invoice or in the current price list for the products or services sold hereunder shall apply and are incorporated by reference. Unless otherwise specified therein, title, liability for and risk of loss to Product sold hereunder passes to Buyer upon loading for shipment at Seller's producing location.

13. This Agreement shall be construed and governed by Delaware law, without regard to any applicable conflicts of law provisions, and the terms of the UCC, rather than the United Nations Convention on Contracts for the International Sale of Goods, shall apply.

14. Except as expressly provided in any other term or condition of this Agreement, any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

15. This Agreement supersedes all prior agreements, representations and understandings between the parties (whether written or oral) with respect to its subject matter and constitutes (along with the exhibits and schedules attached hereto) a complete and exclusive statement of the terms of the agreement between the parties with respect to the provision of products or services hereunder. Not by way of limitation of the unqualified nature of the foregoing, Buyer acknowledges, agrees and represents that it is not relying upon, and it has not been induced by, any representation, warranty, statement made by,or other information provided by Seller in connection with its decision to purchase or use any product, service, information or technology, other than the representations and warranties Seller as and only to the extent expressly provided in this Agreement. No modification of this Agreement shall be binding upon Seller unless separately contracted in writing and executed by a duly authorized representative of Seller. No modification shall be effected by the acknowledgment or acceptance of purchase order forms stipulating different conditions. Unless Buyer shall notify Seller in writing to the contrary as soon as practicable after receipt of this invoice by Buyer, Buyer shall be deemed to have accepted the terms and conditions hereof and, in the absence of such notification, Buyer's acceptance or use of the products, services, information or technology shall be equivalent to Buyer's assent to the terms and conditions hereof.

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ATTACHMENT F

PRICING & PERFORMANCE INCENTIVE PROGRAMS

* [Redacted]

'Confidential Treatment Requested'

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EX-10.7

Exhibit 10.7

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

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

CEP 04004-040, São Paulo, São Paulo

Brazil

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

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 February __, 2009 by and between Bank, Borrower, Original Guarantors and New Guarantors.

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RECITALS

Bank is the holder of a certain Second Amended and Restated Promissory Note in the original principal amount of up to $30,000,000.00, dated May 13, 2008 (the “Second Amended Note”), which Second Amended Note was executed and delivered by Borrower pursuant to the Third Modification, as defined below, and which Second Amended Note evidences a certain loan from Bank to Borrower in the original principal amount of up to $30,000,000.00 (the "Loan"), and certain other loan documents executed in connection therewith;

The Second 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, 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 further amended by a certain Third Modification to Note and Loan Agreement and Reaffirmation of Guaranty dated as of  May 13, 2008 (the “Third Modification” and collectively with this Agreement, the Second Amended Note, the First Modification, the Second Modification, the Third 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 modify certain covenants set forth in the Loan Agreement, and Bank has agreed to such modifications;

In consideration of the modifications made herein to the Loan Agreement, each Guarantor has agreed to reaffirm its Unconditional Guaranty (individually a “Guaranty” and collectively, the “Guarantees”), dated July 7, 2005, December 7, 2007 and May 13, 2008, as the case may be;

Pursuant to the terms of the Third Modification, Lakeland Do Brasil Empreendimentos E Participacoes Ltda. (“Lakeland Do Brasil”) and Qualytextil S.A. executed and delivered their respective Unconditional Guarantees dated as of May 13, 2008, and secured such Unconditional Guarantees by a grant of a first priority security interest in all of their respective assets;

Borrower requested and Bank consented to Lakeland Do Brasil being merged into Qualytextil S.A., and Borrower and Qualytextil S.A. have represented and warranted to Bank that Qualytextil S.A. now has full title and ownership interest in all assets that may have been previously owned by Lakeland Do Brasil, including without limitation all accounts receivable and inventory, and that Bank continues to have a first priority security interest in all such assets;

Pursuant to the terms of certain General Security Agreements and Blocked Agreements dated as of January 27, 2009, Lakeland Protective Wear Inc. and Lakeland Protective Real Estate, Inc. (collectively, the “Canadian Guarantors”) granted to Bank a first priority security interest in all of their respective assets in order to secure their respective Guarantees;

Bank and the Canadian Guarantors have agreed that certain Riders, as hereafter defined, be attached to their respective Guarantees;

Borrower and Guarantor hereby certify to Bank that Lakeland de Mexico S.A. de C.V. was dissolved on November 1, 2007, and that RFB Lakeland Industries Private Limited changed its name to Lakeland India Private Limited on October 30, 2006;

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

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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 Second Amended Note is correct.

MODIFICATIONS.

1. The Loan Agreement is hereby modified as follows:

a)  The subsection of the Loan Agreement entitled “Permitted Acquisitions”, set forth in the Section of the Loan Agreement entitled “Additional Covenants”, as previously modified by the Third Modification, is hereby deleted in its entirety, and the following is substituted therefor:

(e) Permitted Acquisitions.  Borrower shall be permitted to make an acquisition of assets of a targeted entity and make additional investments in such targeted entity after acquisition (collectively “Permitted Acquisitions”) provided that (i) the acquisition consideration for any single Permitted Acquisition as well as the aggregate acquisition consideration for all Permitted Acquisitions over the term of the facility shall be subject to certain limitations as referenced below, (ii) no Default exists or would exist after giving effect thereto, and (iii) the Borrower has complied with all documentation requirements for a Permitted Acquisition, including but not limited to financial statements of the target entity to be acquired, a copy of the relevant purchase agreement, and a pro forma balance sheet and income statement of the Borrower after giving effect to the proposed Permitted Acquisition.  Advances for Permitted Acquisitions shall not exceed $8,000,000.00 for an individual transaction, or $15,000,000.00 in the aggregate during any twelve month period.  The target company shall be in the same line of business as Borrower, and shall involve assets and operations domiciled in the United States, or in the case of a foreign Permitted Acquisition, the business to be acquired shall be acquired by the Borrower or a Guarantor (as defined above).  The Bank shall, in any event, receive an enforceable first priority security interest, in Bank’s sole judgment, in all assets acquired by Borrower or such guarantor.  With regard to foreign Permitted Acquisitions only, during the term of the Note, Advances for Permitted Acquisitions with respect to which Bank shall not receive an enforceable first priority security interest, in Bank’s sole judgment, shall not exceed $7,500,000.00.  Borrower hereby represents and warrants that as of the date of this Fourth Modification Agreement, the only foreign Permitted Acquisitions made by Borrower with respect to which Bank has not received an enforceable first priority security interest are set forth on SCHEDULE A attached hereto and made a part hereof.

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 set forth above.

b)  The last sentence of the Section of the Loan Agreement entitled “Annual Financial Statements”, is hereby deleted in its entirety, and the following is substituted therefor:

In addition to the foregoing, Borrower shall also deliver, simultaneously with such annual consolidated financial statements, Borrower’s unaudited management-prepared annual consolidating financial statements, including, without limitation, a balance sheet, and profit and loss statement, with respect to Borrower and its subsidiaries, affiliates and parent or holding company, as applicable, and in reasonable detail, prepared in conformity with generally accepted accounting principles, applied on a basis consistent with that of the preceding year.”

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c) The Section of the Loan Agreement entitled “Periodic Financial Statements”, is hereby deleted in its entirety, and the following is substituted therefor:

Periodic Financial Statements.  Borrower shall deliver to Bank, within 45 days after the end of each fiscal quarter, unaudited management-prepared quarterly financial statements including, without limitation, a balance sheet, profit and loss statement and statement of cash flows, with supporting schedules; all on a consolidated and consolidating basis with respect to Borrower and its subsidiaries, affiliates and parent or holding company, as applicable (provided that no statement of cash flow or supporting schedules will be required to be included with consolidating schedules), all in reasonable detail and prepared in conformity with generally accepted accounting principles, applied on a basis consistent with that of the preceding year.  Such statements shall be certified as to their correctness by a principal financial officer of Borrower and in each case, if audited statements are required, subject to audit and year-end adjustments.

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.

2. Canadian Guarantors hereby agree that those certain riders set forth on SCHEDULEB attached hereto and made a part hereof (the “Riders”) shall be deemed to be made a part of and incorporated into their respective Guarantees as if originally set forth therein.  Borrower and each of the other Guarantors hereby consent to the addition of the Riders to the respective Guarantees of the Canadian Guarantors, and agree that their obligations under the Loan Documents or Guarantees shall not be impaired or their liability thereunder reduced as a result of the addition of said Riders to the Guarantees of the Canadian Guarantors.

3.  Borrower and Guarantors hereby acknowledge and agree that Lakeland Do Brasil is no longer in existence as of the date hereof, and agree that Lakeland Do Brasil’s merger into Qualytextil S.A. shall not constitute a waiver, release or termination of any of the obligations of Borrower or any Guarantor to Bank, or a relinquishment of any of the rights or remedies of Bank against Borrower or any Guarantor.

4.  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 any amendments or modifications to any other Guarantees of the Guaranteed Obligations subsequent to the date of their Guarantees.  Each

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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 (except as previously disclosed in writing to Bank); 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 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.

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WITNESSES:
	Lakeland Industries, Inc.
____________________
	By:	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer
	Laidlaw, Adams & Peck, Inc.
____________________
	By:	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer
	Lakeland de Mexico S.A. de C.V.
____________________
	By:	/s/ Gary A. Pokrassa
		Gary A. Pokrassa, Chief Financial Officer
	Lakeland Industries Europe Limited
____________________
	By:	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer
	Lakeland Protective Wear Inc.
____________________
	By:	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer
	Qing Dao Maytung Healthcare Co., Ltd.
____________________
	By:	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer

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	Weifang Lakeland Safety Products Co., Ltd.
____________________
	By:	_/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer
	Weifang Meiyang Protective Products Co., Ltd.
____________________
	By:	/s/ Gary A. Pokrassa____
____________________		Gary A. Pokrassa, Chief Financial Officer
	Industrias Lakeland S.A. de C.V.
____________________
	By:	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer
	Lakeland Protective Real Estate, Inc.
____________________
	By:	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer
	Lakeland Industries, Inc., Agencia en Chile
____________________
	By :	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer
	Lakeland Japan, Inc.
____________________
	By:	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer
	RFB Lakeland Industries Private Limited

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____________________
	By:	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer
	Lakeland India Private Limited
____________________
	By:	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer
	Lakeland Gloves and Safety Apparel Private Limited
____________________
	By:	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Chief Financial Officer
	Qualytextil S.A.
____________________
	By:	/s/ Gary A. Pokrassa
____________________		Gary A. Pokrassa, Director
	Wachovia Bank, National Association
____________________
	By:	/s/ Dan O’Donnell
____________________		Dan O’Donnell, Vice President

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SCHEDULE A

FOREIGN PERMITTED ACQUISITIONS

(WITHOUT FIRST PRIORITY SECURITY INTEREST IN ASSETS)

Schedule A
Foreign Permitted Acquisitions as of February 25, 2009
Investment in India	4,900,000
Investment in Chile	1,170,000
Investment in UK	500,000
Investment in Japan	17,000
Investment in Various China entities to be formed	500,000
Total estimated investment in foreign subsidiaries per permitted acquisitions provisions of bank doc	7,087,000
Limit per 4th amended loan agreement	7,500,000

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SCHEDULE B

RIDERS TO GUARANTEES OF LAKELAND PROTECTIVE WEAR INC.

AND LAKELAND PROTECTIVE REAL ESTATE, INC. (“CANADIAN GUARANTORS”)

Gross Up Rider

1. Tax Gross Up.  Any and all payments by the Guarantor hereunder, and any amounts on account of interest or deemed interest, shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on net income or franchise taxes of the Bank by the jurisdiction in which such person is organized or has its principal office (all such non-excluded taxes, levies, imposts, deductions, charges withholdings and liabilities, collectively or individually, “Taxes”).  If the Guarantor shall be required to deduct any Taxes from or in respect of any sum payable hereunder to the Bank, (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Paragraph 1) the Bank shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Guarantor shall make such deductions and (iii) the Guarantor shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.  Notwithstanding any other provision hereof to the contrary, if the Bank assigns this Guaranty to any other Person prior to the occurrence of an Event of Default, then in no event shall the Guarantor be responsible for the payment of any Taxes or other sums under this Paragraph 1 in excess of the amount that the Guarantor would otherwise be responsible for if the Bank had not assigned this Guaranty.

In addition, the Guarantor agrees to pay to the relevant governmental authority in accordance with applicable law any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Guaranty (“Other Taxes”).  The Guarantor shall deliver to the Bank official receipts, if any, in respect of any Taxes or Other Taxes payable hereunder promptly after payment of such Taxes or Other Taxes or other evidence of payment reasonably acceptable to the Agent.

The Guarantor hereby indemnifies and agrees to hold the Bank harmless from and against Taxes and Other Taxes (including, without limitation, Taxes and Other Taxes imposed on any amounts payable under this Paragraph 1) paid by such person, whether or not such Taxes or Other Taxes were correctly or legally asserted.  Such indemnification shall be paid within ten (10) days from the date on which any such person makes written demand therefore specifying in reasonable detail the nature and amount of such Taxes or Other Taxes.

Judgment Currency Rider

2. Judgment Currency.  If, for the purpose of obtaining or enforcing judgment against the Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other

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currency (such other currency being hereinafter in this section referred to as the “Judgment Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the Exchange Rate prevailing on the business day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this section being hereinafter in this section referred to as the “Judgment Conversion Date”).

If, in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantor shall pay such adjusted amount as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date. Any amount due from the Guarantor under this section shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.  “Exchange Rate” means, in relation to any amount of currency to be converted into another currency pursuant to this Paragraph 2, the relevant exchange rate as published in the Wall Street Journal on the relevant date of calculation.

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EX-10.16

Exhibit 10.16

AGREEMENT OF NOT RESIDENTIAL RENT.

 This agreement of not residential rent is made by and between the company JAIME FINGERGUT  - Engenharia, Comércio e Industria Ltda. Located at 1971 Avenida Sete de Setembro, First floor, Corredor da Vitória, CEP 40080-22 – Salvador – Ba. Federal Tax Identity Number 15.221.641/0001-43, State Tax Identity Number 00658949, hereinafter referred to as the LANDLORD , and the other part the company QUALYTEXTIL S/A, located at Rua do Luxemburgo, Quadra O, Lotes 82/83, District São Caetano, Salvador, Bahia , Zip Code 41230-000, Tax Identity Number 04.011.170/0001-22,on this act represented  by his directors MR. MIGUEL ANTONIO DO GUIMARÃES BASTOS, of nationality Brazilian, being married of marital status, who proves his identity with Identity Card Number 4607520 SSP/BA, CPF Number 125.891.957-53, and Mrs. MÁRCIA CRISTINA VIEIRA DA CONCEIÇÃO ANTUNES, of nationality Brazilian, being married of marital status   who proves his identity with Identity card Number 02504273-46 – SSP - Ba,  CPF 507.932.685-91, hereinafter referred to as  THE TENANT, the parties involved agree to the following terms and conditions stipulated in this rental contract:

1) The present contract will be conducted by both the Law number 8.245 of 10/18/1991 that regulates the rent of Urban Land Property and the Brazilian Civil Code of not residential rent.

2) Propertyandobject. The hangar located is of 1.000,00 square meter in addition to an office of 100,00 square meter located into the cited hangar, in Salvador City at Av. Cardeal Avelar Brandão Vilella s/n, Lotes 11 e 12, Granjas Rurais Piraja CEP 41.230-100 registered at  the 2nd  Notary’s Office of this Capital Properties with the Number  15055,,. And at the Municipal Properties Census with the register Number 12048.

3) PERIOD. The total term for this rental will be of 02 (two) months,  Beginning on 12/22/2008 and ending on 12/22/2010, on this date  Independently of any acknowledgment or notification, the TENANT has the obligation of returning the property in the same   state it was given to him and with no occupants of any kind.

Paragraph One:It is since already guaranteed to the RENTER the option to prorogue this contract, since he reveals his intention through writing up to 60 (sixty) days before the ending of the contract.

4) By this instrument, THE LANDLORD rent the cited property to  THE TENANT to be used solely for commercial and industrial activities, being prohibited to give any other usage without the  previous and express consent of the LANDLORD.

5) The monthly rent. The monthly rent value of this contract will be of R$ 10.000,00 (ten thousand reais), which will be readjusted at  the end of the  period of 12(twelve) months, having as index the  Brazilian IGP_M/FGV (General Index of The Market Prices) of the period.

6) The rent of each month must be paid by the TENANT to the LANDLORD through a deposit into his bank account indicated below, every 22nd of  payable month.

To: JAIME FINGERGUT – Engenharia, Comércio e Indústria Ltda. CNPJ 15.221.641/0002-24

Banco Brasdesco S.A

Agencia:0592-4

Conta Corrente: 53555-9

Paragraph  one.: If the LANDLORD admits during the validity of  this contract any tolerance in benefit to the TENANT regarding the  fulfillment of any obligation, this tolerance could not be considered as modification of conditions of the clauses of this  instrument, nor they will give chance to a new action.

7) Any improvement made in the leased property by THE TENANT will be integrant part of it, and THE TENANT will renounce to the eventual right of indemnity, compensation, applying the followin  rules:

a) THE TENANT is allowed to make modifications just of the internal or external structure of the property with previous authorization from the LANDLORD, and all expenses related to the improvement will be of the TENANT exclusive account.

b) In any circumstance, it will be the criterion of the LANDLORD to accept the property at the end of the contract with the modifications made in it by the TENANT or he will request their demolition.

8) In addition to the rent, the IPTU (Urban Territorial Tax for Properties) and the insurance against Fire and other incidents related to the property will be at the TENANT charge, as well as all expenses of his particular use (water, light and telephone)

Paragraph one: The TENANT will have to make insurance against fire in an idoneous company, in the value of 35 (thirty five) times the value of the monthly rent, to protect the patrimony of the

LANDLORD who will be the beneficiary of the respective policy. This value will be brought up to date at the same time, in case of the renewal of the contract.

Paragraph two: In the hypothesis of partial accident and since the TENANT reveals in writing his intention to continue with the rent property, the LANDLORD will be obliged to use the product of the indemnity in the construction of the part of the property damaged in the accident.

Paragraph three: In the case of total loss, the contracting parties will be free of the contractual obligations and this contract will be considered rescinded, without any complain for any indemnity or compensation, from anyone of the parties to the other,

9) THE TENANT is prohibited to subletting totally or partially the property, as well as yielding or transferring the current rights of this contract, without previous written authorization of the LANDLORD.

10) It is assured to the LANDLORD, the right to examine or to inspect  the leased property, whenever he or one of his duly authorized representative understand necessary or convenient to certify the integral fulfillment of this contact or for any other reason, since the TENANT is  previously notified 24 hours before.

11) THE TENANT compels to keep  the leased  property in the same state he received it, in perfect condition of use, thus to return it to the landlord at the end of the leasing or when the contract is rescinded in the same state it was given to him and with no occupants of any kind.

12) The infraction of any clause of this contract, will conduct to its automatic rescission. And the TENANT will have to return immediately the keys of the property that must be free of any kind of occupants, independently of any acknowledgment, notification, judicial or extra judicial summons; otherwise he will suffer impudence and will have to pay a fine equivalent to 03 months rent. This fine will be charged independently to the rent and incumbencies that expired and that will expire until the effective inoccupation of the property, also the necessary expenses, court fees and attorney honorary set up at  20% of the value of the cause and the other sanctions foreseen in this contract will run to the TENANT account.

13) in case of delay in the payment of the rent, the TENANT will  pay a 2% fine on the delaying value, in addition to the interests of 1% per month, and to what is established in the

twelfth clause of this contract.

14) In case the property comes to be alienated in the course of the contract, the permanence of the TENANT will be respected, for what  is stipulated in the present contract. It is stipulated that for the  objects and effects of the article 576 of the Brazilian New Civil Code, in the hypothesis of alienation of the property that is object of this  contract, the buyer is subject to all the terms and conditions of this  contract, mainly in regards to the stated period of validity agreed  between the parties.

Single Paragraph: Expenses related to this contract will run to the TENANT charge.

15) The parties also agreed that if the TENANT rescinds the current contract before the stated period established in clause 3, for reason not imputable to the LANDLORD, he will be subject to the payment of 10% fine corresponding to the total owned value of the rents from the date of the rescission until the final term of this lease contract, on the basis of the effective rent value on the date of the rescission, which will never be inferior to the value of 02 rents.

16) For the guarantee of the rent payment, the TENANT delivers to the LANDLORD, a rent insurance bail contracted from Porto Seguros for the period of this lease agreement. The Insurance Bail contracted by the TENANT from PORTO SEGURO COMPANY OF GENERAL INSURANCES, whose validity will be of 24 months, will guarantee this lease, in the terms of  the proposition III, article 37, law 8,245/91 (Lodger Law) by mean of prize payment.

For the purpose of this guarantee, the initial prizes and annual renewals of the bail insurance, calculated as EFFECTIVE NORMS, will have to be paid to the TENANT in accordance to the proposition XI of article 23 of the Law of Lodger, under penalties as rescission of this lease agreement, impudence and cancellation of the policy. The policy will guarantee exclusively the coverings specified in the insurance proposal. Eventual not paid debits of the present contract by the TENANT, after regularly urged in such a way will be communicated to the entities of data bases of credit protection (Serasa, SPC, etc.) for the LANDLORD as well as for the Insuring Company.

17) The parties choose the Forum of the Judicial district of Salvador - Ba, with express waiver of any another one, for more privileged

           than either, to nullify any deriving action of this instrument.

In witnesses whereof, the parties have entered into the present agreement in 03 originals.

Salvador, December 22nd ,2008.

LANDLORD:

By:/s/ Jaime Fingergut

JAIME FINGERGUT – Engenharia, Comércio e Indústria Ltda.

TENANT:

By: /s/ Miguel Bastos

QUALYTEXTIL S/A

EX-10.17

Exhibit 10.17

PARTICULAR INSTRUMENT OF RENT AGREEMENT.

 This rental agreement is made by and between CEPRIN EMPREENDIMENTOS  E PARTICIPAÇÕES S/A, located at Rua Haddock Lobo, 403, Casa 1-C, Tax Identity Number 66.957.283/0001-72, on this act represented by his director Mr. Roberto Ostrowicz Burstin of nationality Brazilian, being divorced of marital status, who proves his identity with Identity card Number 7.371.135 – SSP – SP, CPF Number 081.989.518-06, hereinafter referred to as THE LANDLORD, and the other part as granted renter, QUALYTEXTIL S/A, located at Rua do Luxemburgo, Quadra O, Lotes 82/83, District São Caetano, Salvador, Bahia , Zip Code 41230-000, Tax Identity Number 04.011.170/0001-22, on this act represented  by his directors Mr. Miguel Antonio do Guimarães Bastos, of nationality Brazilian, being married of marital status, who proves his identity with Identity Card Number 4607520 SSP/BA, CPF Number 125.891.957-53, domiciled at Condomínio Parque Encontro das Águas, Quadra I, Lote 39, District Portão, ZIP CODE 42.700-000, Laura de Freitas, Bahia, and Elder Marcos Vieira da Conceição, of nationality Brazilian, being married of marital status   who proves his identity with Identity card Number 793.295.605-63, domiciled at 371 Rua Clarival do Prado Valladares, Condomínio Monte Trianon, Salvador, Bahia,      hereinafter referred to as  THE TENANT, the parties involved agree to the following terms and conditions stipulated in this rental contract:

FIRST CLAUSE - -                  PROPERTY AND OBJECT

1.1.1 The LANDLORD is a lady and legitimate owner of the hangar located in this capital, at 708 Rua do Curtume – Warehouse  10 , registered at the 10th  Notary’s Office of the Capital Properties with the Number 46.157,  and registered in São Paulo´s city town hall  with the number 099.045.0011-8.

1.1.2 By this instrument, THE LANDLORD rent the cited property to THE TENANT to be used solely for commercial and industrial activities, being prohibited to give any other usage without the previous and express consent of the LANDLORD.

SECOND CLAUSE - -            PERIOD

2.1  The total term for this rental will be of 60 (sixty) months, beginning on November 1st 2008 and ending on October 31st 2013, on this date independently of any acknowledgment or notification, the TENANT Has the obligation of returning  the property in the same state it was given to him and with no occupants of any kind.

THIRD CLAUSE - -                RENTING, READJUSTEMENTS, PAYMENTS AND DELAYINGS.

3.1 The monthly rent for this contract will be of R$24.760,00 (twenty four thousand seven hundred sixty reais), which will be readjusted each period of 12(twelve) months, having as index the Brazilian IGP_M/FGV, or in the lack of this index, any other  indexation admitted by the current law.

3.1.1 The TENANT will enjoy the lack to the payment of the rent referring the two first months of the location (November and December 2008) because of   the improvements that he will realize in the property, as well as the fact that an area of 500 m2 will still be in use by another company (DUNA REVENDEDORA DE VEÍCULOS LTDA), that also signs this current contract as CONSENTING, being obliged to return the property to the LANDLORD up to next December 31st , with no occupants of any kind,  duly warned to pay a fine established in the rescission celebrated between that company and the LANDLORD.

3.1.2- The TENANT will also enjoy of 5% discount to the payment of the rents referring to the two first years of renting (from the third to the twenty fourth months), having to pay the integral value with the respective readjusts from the twenty fifth month.

3.2 f in a virtue of legislation, it is admitted the readjustment of the rent     in  an inferior regularity above adjusted, the parties, hereinafter agrees to adopt immediately, the new and lesser regularity of readjustments that comes to be allowed.

3.3 The TENANT compels to pay besides the monthly rent, the totality of taxes or tributes, that happen or come to happen on the leased property, as well as all the bills of consume , in the measure of its liabilities, duly warned that he will be paying the fines or additions related to the delay.

3.4 The rent for each month must be paid by the TENANT to the LANDLORD up to the fifth day of the subsequent month, by means of a deposit  in the LANDLORD banking account at Banco Safra S/A, Ag. 0115, Account Number 010.110-2, or in other place or banking account that will come to be determined by the LANDLORD. It is  understood and agreed that if there is not a prompt fulfillment of this payment clause, THE TENANT will have to pay a deferred payment, independent of any acknowledgment, notification or interpellation.

3.5 In the case of deferred payment of THE TENANT, related to rent payment or stipulated duties, the due value will be increased of 10% fine that will have to be calculated pro-rat. if the delay is superior to 30 days, besides the fine, there will be interests of 1% to the month, as well as an indexation.

FOURTH CLAUSE - CONSERVATION OF THE PROPERTY AND REQUIREMENTS OF PUBLIC AGENCIES.

4.1 THE TENANT compels to keep  the property leased in the same way he received it, in perfect state of conservation, cleanness and hygiene,

having to conserve it and its accessories in perfect state of use and functioning, thus to return it to the landlord at the end of the leasing or when the contract is rescinded.

4.2 THE TENANT compels to be compliant to all requirements from the public agencies, as well as to forward to the LANDLORD any acknowledgment, notification or communication he will receive from public authorities and that require exclusive steps in charge of the LANDLORD. Duly warned not making the LANDLORD to answer for eventual fines, additions or damages.

4.3 No summon from public authorities will constitute reason for abandonment of the leased property or rescission of this contract by the TENANT.

4.4 The suspension or disability from the public authorities of the TENANT activities in the property constitutes a risk of his exclusive responsibility, continuing being obliged to fulfill the present contract, mainly in what it refers to the stated period and payment of the rent and incumbencies stipulated.

4.5 The LANDLORD delivers to the TENANT the leased property totally regularized at São Paulo Fire Department (AVCB). The TENANT compels to keep the cited certification in sequence and bring it up to date, having to renew it whenever its stated period of validity expires.  The unfulfilment of what is established in this clause characterizes contractual infraction, having the infractor to pay the fine agreed in the tenth clause of this contract.

FIFTH CLAUSE - -                  MODIFICATIONS

5.1 THE TENANT has prohibited doing any kind of modifications to the property without the previous written authorization from THE LANDLORD. When improvement is made with previous authorization  from the LANDLORD, they will be integrant part of the property, even   being necessary or useful, and THE TENANT will renounce to the eventual right of indemnity, compensation or retention.

5.2 in any hypothesis, for the accomplishment of improvements to be introduced in the leased property, besides the previous written authorization from the LANDLORD, the TENANT has to observe the applicable legislation and respective positions, either Federal, state or municipal, the TENANT is duly warned to be responsible for the imposed fines, even launched on behalf of the LANDLORD, as well as in eventual damages.

SIXTH CLAUSE - -                 DISPOSSESSION

6.1 in the force majeure, dispossession or any other act determined by the public authorities, the parties will be  unobligated of all the    clauses and conditions of this contract, excepted to the LANDLORD the right to plead from public authorities the indemnity if any.

SEVENTH CLAUSE - -          INSURANCES

7.1 The TENANT compels to reimburse to the LANDLORD the prize of insurance against risks of fire, fire and explosion, as well as loss of rent that the LANDLORD contracts with insuring company of its choice, being that the collection of such reimbursement will be made in the measure of its liability.

EIGHTH CLAUSE - -              SUBLET OR CESSION AND PREFERENCE

8.1 THE TENANT has prohibited subletting totally or partially the property, as well as yielding or transferring the current rights of this contract, without previous written authorization of the LANDLORD, duly warned to incur into contractual infraction of serious nature, exception done to the companies of his group, having however to inform the LANDLORD by means of remittance of notarized copy of the instrument, in a maximum  stated period of 15 days of the signature of the same, duly warned  that not making that, it results in a contractual infraction of serious nature , subjects to the criterion of the LANDLORD.

8.2 In attendance to the resolution number 14 of the COAF, the TENANT compels to immediately inform the landlord any cession or transference of the social quotas to third strange part during the validity of the present instrument, duly warned to be responsible of the TENANT independently of any acknowledgment or notification, in the penalties that comes to be imposed to the landlord in virtue of related resolution.

8.3 The alienation at any time of the property that is object of this contract constitutes a faculty of the LANDLORD, hypothesis where, the TENANT not exerting his right of preference within the legal stated period, will be compelled to allow to the visit of candidates interested in purchasing the property, at least 2 days per week and in schedules previously established between the parts, until the effective concretion of the sales.

8.3.1 In case the property comes to be alienated in the course of the  contract, the permanence of the TENANT will be respected, for what is stipulated in the present contract.

8.4 It is stipulated that for the objects and effects of the article eighth of the Law number 8,245/91, in the hypothesis of alienation of the property that is object of this contract, the buyer is subject to all the terms and

conditions of this contract, mainly in regards to the stated period of validity agreed between the parties, the LANDLORD is compelled to include a clause in this direction in the document of Sales and Purchase of the property. The LANDLORD agrees and authorizes that this present contract will be registered in the notary's office of competent real estate record, running these expenses on the account of the TENANT, inclusively in regard to the release when the rent contract is ended or rescinded.

NINETH CLAUSE                INSPECTION

9.1 It is assured to the LANDLORD, through his chairmen, the right to examine or to inspect the leased property, whenever he understands necessary or convenient. It is stipulated here that such examinations or inspections could be proceeded from Monday to Friday between 9:00 am to 05:00 pm.

9.2 Whenever after inspection it is observed some damage or irregularity in the property or infraction to this contract, the TENANT will be compelled to repair them in a stated period of 30 days, through the notification that will be directed to him by the LANDLORD, duly warned to incur into the fine foreseen in the tenth clause, in addition of causing the rescission of the present instrument.

TENTH CLAUSE                  FINE

10.1 It is stipulated the fine corresponding to 03 rents effective at the time of the infraction, into which the party  that infringes any clause or condition of this contract will incur, excepted the innocent part, the right of being able to consider rescinded the contract. The stipulated fine  will be always proportional to the lasting period of the lease, in the terms of article 413 of the Brazilian Civil Code, law number 10.406/02.

ELEVENTH CLAUSE          GUARANTEE – INSURANCE BAIL.

11.1 As a pledge of all the obligations assumed in the present contract until the effective inoccupation of the property with the delivery of the keys against receipt, the TENANT is compelled to deliver to the LANDLORD, in the stated period of up to 30 days from the signature of this instrument, an insurance bail, that will be contracted from Porto Seguros, Seguros Gerais, having the value of the insurance to be corresponding to the total value of this contract.

11.2 The breach of contract in the obligation assumed by the TENANT, within the consigned stated period in the clause 11.1 above, will configure contractual infraction of serious nature, being exclusive criterion of the LANDLORD to rescind the present contract and/or set up the fine corresponding to 03 months of the value of the monthly rent.

TWELVETH CLAUSE         FINAL DISPOSALS.

12.1 The present contract will be conducted by the Law number 8.245/91 and in accordance to the clauses and conditions portrayed in this instrument.

12.2 The terms of present instrument compels the parties and their eventual successors to any claim..

12.3 In the terms of proposition IV, of the article 58, Law number 8,245/91, the summons, intimidations and notifications of the parties will become facultative through correspondence with acknowledgment of the receiving act (A.R).

12.4 The parties will assume the respective expenses that intend to register the present instrument.

12.5 The TENANT duly warned admit to commit punishable contractual infraction with the fine established in clause 10 above, in the case he does not deliver to the LANDLORD any document that  must be taken to his knowledge, inclusively summons, notifications, having to answer for eventual expenses  resulting from his inertia, such as:

12.6 If the LANDLORD admits, in benefit of the TENANT any delay in the payment of the rent and other expenses to his charge or in the fulfillment of any other contractual obligation, this tolerance could not be considered as modification of conditions of this instrument, nor will give chance to a new action.

12.7 The parties declare that there was not a third intermediate that worked to allow the accomplishment of the lease.

THIRTEENTH CLAUSE      FORUM

13.1 The parties choose the Main Forum of the Judicial district of the Capital of São Paulo, with express waiver of any another one, for more privileged than either, to nullify any deriving action of this instrument, running to the responsibility of the losing party all judicial and extrajudicial expenses, inclusive the court fees, and also attorney honorary fixed here at 20% of the cause value.

In witnesses whereof, the parties have entered into the present agreement in 03 originals.

Sâo Paulo, October 28th ,2008.

LANDLORD:

By: /s/ Roberto Ostrowicz Burstin

CEPRIN EMPREENDIMENTOS E PARTICIPAÇÕES

TENANT:

By: /s/ Miguel Bastos

QUALYTEXTIL S/A

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher J. Ryan, certify that:

1.  I have reviewed this report on Form 10-Q of Lakeland Industries, Inc. (the “registrant”);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: June 9, 2009
	/s/ Christopher J. Ryan
	By: Christopher J. Ryan,
	Chief Executive Officer,
	President, Secretary and
	General Counsel

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary Pokrassa, certify that:

1. I have reviewed this report on Form 10-Q of Lakeland Industries, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: June 9, 2009
	/s/ Gary Pokrassa
	By: Gary Pokrassa,
	Chief Financial Officer,

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. § 1350, AS ADOPTED PURSUANT TO

§ 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of Lakeland Industries, Inc. (the “Company”) on Form 10-Q for the period ending April 30, 2009 (the “Report”), I, Christopher J. Ryan, Chief Executive Officer, President, Secretary and General Counsel of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)        The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)        The information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company.

June 9, 2009	/s/Christopher J. Ryan
	Christopher J. Ryan
	Chief Executive Officer, President,
	Secretary and General Counsel

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. § 1350, AS ADOPTED PURSUANT TO

§ 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of Lakeland Industries, Inc. (the “Company”) on Form 10-Q for the period ending April 30, 2009 (the “Report”), I, Gary Pokrassa, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)       The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)       The information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company.

June 9, 2009	/s/Gary Pokrassa
	Gary Pokrassa,
	Chief Financial Officer