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, 2010

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.Yeso 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 ¨
Non-Accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company x

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, 2009, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $32,361,028 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 11, 2010
Common Stock, $0.01 par value per share	5,439,410

LAKELAND INDUSTRIES, INC.

AND SUBSIDIARIES

FORM 10-Q

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

		Page
PART I - FINANCIAL INFORMATION:
Item 1.	Financial Statements:
	Introduction	3
	Condensed Consolidated Balance Sheets - April 30, 2010 and January 31, 2010	4
	Condensed Consolidated Statements of Operations - Three Months Ended April 30, 2010 and 2009	5
	Condensed Consolidated Statement of Stockholders' Equity –Three Months Ended April 30, 2010	6
	Condensed Consolidated Statements of Cash Flows –Three Months Ended April 30, 2010 and 2009	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II - OTHER INFORMATION:
Item 6.	Exhibits	22
Signature Page		23

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

	April 30, 2010			January 31, 2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,689,704		$	5,093,380
Accounts receivable, net of allowance for doubtful accounts of $163,800 at April 30, 2010 and $200,200 at January 31, 2010		17,277,861			15,809,010
Inventories, net of reserves of $860,000 at April 30, 2010 and $868,000 at January 31, 2010		33,696,757			38,575,890
Deferred income taxes		1,261,250			1,261,250
Prepaid income and VAT tax		2,771,679			1,731,628
Escrow  receivable		549,887			—
Other current assets		2,966,648			2,355,506
Total current assets		64,213,786			64,826,664
Property and equipment, net		13,665,254			13,742,454
Deferred tax asset, noncurrent		1,916,961			—
Intangibles and other assets, net		6,121,225			5,622,120
Goodwill		6,153,572			5,829,143
Total assets	$	92,070,798		$	90,020,381
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	5,218,164		$	3,882,730
Accrued compensation and benefits		1,574,817			1,288,796
Other accrued expenses		971,456			1,138,303
Current VAT taxes payable		1,909,254			—
Borrowings under revolving credit facility		4,953,394			9,517,567
Current maturity of long-term debt		98,661			93,601
Total current liabilities		14,725,746			15,920,997
Construction loan payable, net of current maturity		1,644,348			1,583,419
VAT taxes payable long-term		3,270,110			—
Other liabilities		99,856			92,176
Total liabilities		19,740,060			17,596,592
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 5,564,732 shares at April 30, 2010 and January 31, 2010		55,647			55,647
Less treasury stock, at cost, 125,322 shares at April 30, 2010 and January 31, 2010		(1,353,247	)		(1,353,247	)
Additional paid-in capital		49,640,420			49,622,632
Retained earnings		23,875,118			25,221,050
Other comprehensive income (loss)		112,800			(1,122,293	)
Total stockholders' equity		72,330,738			72,423,789
Total liabilities and stockholders’ equity	$	92,070,798		$	90,020,381

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

4

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	THREE MONTHS ENDED April 30,
	2010			2009
Net sales	$	25,362,718		$	23,975,894
Cost of goods sold		18,958,838			17,965,456
Gross profit		6,403,880			6,010,438
Operating expenses		6,113,510			5,331,933
Operating profit		290,370			678,505
VAT tax charge - Brazil from prior periods		(1,583,247	)		—
Interest and other income, net		12,774			40,116
Interest expense		(86,029	)		(193,480	)
Income (loss) before income tax		(1,366,132	)		525,141
Provision (benefit) for income taxes		(20,200	)		427,822
Net income (loss)	$	(1,345,932	)	$	97,319
Net income (loss) per common share:
Basic	$	(0.25	)	$	0.02
Diluted	$	(0.25	)	$	0.02
Weighted average common shares outstanding:
Basic		5,439,410			5,406,291
Diluted		5,465,594			5,468,616

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

5

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(UNAUDITED)

Three months ended April 30, 2010

	Common Stock				Treasury Stock						Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive income (loss)			Total
	Shares		Amount		Shares			Amount
Balance January 31, 2010		5,564,732	$	55,647		(125,322	)	$	(1,353,247	)	$	49,622,632	$	25,221,050		$	(1,122,293	)	$	72,423,789
Net loss		—		—		—			—			—		(1,345,932	)		—			(1,345,932	)
Other Comprehensive Income		—		—		—			—			—		—			1,235,093			1,235,093
Stock-Based Compensation:
Restricted Stock		—		—		—			—			17,788		—			—			17,788
Balance April 30, 2010		5,564,732	$	55,647		(125,322	)	$	(1,353,247	)	$	49,640,420	$	23,875,118		$	112,800		$	72,330,738
Total Comprehensive Income:
Net loss																			$	(1,345,932	)
Foreign Exchange translation adjustments
Qualytextil, SA, Brazil																$	1,192,013
Canada Real Estate																	3,193
UK																	13,644
China																	18
Canada operating																	26,225			1,235,093
Total Comprehensive Loss																			$	(110,839	)

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

6

LAKELAND INDUSTRIES, INC.  AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	THREE MONTHS ENDED
	April 30,
	2010			2009
Cash Flows from Operating Activities:
Net income (loss)	$	(1,345,932	)	$	97,319
Adjustments to reconcile net income to net cash provided  by operating activities:
Stock based compensation		17,788			80,680
Provision for doubtful accounts		(36,458	)		(65,600	)
Provision for inventory obsolescence		(8,157	)		126,215
Depreciation and amortization		501,047			405,408
Deferred income tax		—			350,000
Brazil VAT tax expense		1,583,247			—
Changes in operating assets and liabilities:
Increase in accounts receivable		(1,432,393	)		(1,670,292	)
Decrease in inventories		4,887,290			4,709,221
Decrease in other assets		216,352			164,029
Increase in accounts payable, accrued expenses and other liabilities		891,678			959,547
Net cash provided by operating activities		5,274,462			5,156,527
Cash Flows from Investing Activities:
Purchases of property and equipment		(94,455	)		(557,311	)
Net cash used in investing activities		(94,455	)		(557,311	)
Cash Flows from Financing Activities:
Purchases of stock under stock repurchase program		—			(97,788	)
Payments under loan agreements		(4,583,683	)		(3,317,057	)
Net cash used by financing activities		(4,583,683	)		(3,414,845	)
Net increase in cash		596,324			1,184,371
Cash and cash equivalents at beginning of period		5,093,380			2,755,441
Cash and cash equivalents at end of period	$	5,689,704		$	3,939,812

The accompanying notes are an integral part of these condensed consolidated 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, 2010 and 2009, 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, 2010.

The results of operations for the three-month period ended April 30, 2010 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,
	2010		2010
Raw materials	$	17,699,248	$	18,727,993
Work-in-process		3,124,467		2,444,693
Finished Goods		12,873,042		17,403,204
	$	33,696,757	$	38,575,890

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, 2010 and 2009.

	Three Months Ended
	April 30,
	2010			2009
Numerator
Net Income (loss)	$	(1,345,932	)	$	97,319
Denominator
Denominator for basic earnings per share		5,439,410			5,406,291
(Weighted-average shares which reflect 125,322 and 116,997 weighted average common shares in the treasury as a result of the stock repurchase program for 2010 and 2009, respectively)
Effect of dilutive securities from restricted stock plan and from dilutive effect of stock options		26,184			62,325
Denominator for diluted earnings per share		5,465,594			5,468,616
(adjusted weighted average shares)
Basic earnings (loss) per share	$	(0.25	)	$	0.02
Diluted earnings (loss) per share	$	(0.25	)	$	0.02

6. Revolving Credit Facility

At April 30, 2010, the balance outstanding under our one year revolving credit facility amounted to $4,953,394. In January 2010, the Company entered into a new one-year $23.5 million revolving credit facility with TD Bank, N.A. 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, 2010, except for minimum EBITDA which the Bank has waived. The weighted average interest rate for the three month period ended April 30, 2010, was 1.98%.

7. Major Supplier

We purchased 2.2% of our raw materials from one supplier during the three-month period ended April 30, 2010. In the past, we purchased approximately 75% of our raw material from this suppler. We carried higher inventory levels throughout FY10 and limited our material purchases in Q1 of FY11. 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.

The following table represents our stock options granted, exercised, and forfeited during the first quarter of fiscal 2011.

Stock Options	Number of Shares		Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 31, 2010		24,300	$	12.11	2.34 years	$	11,200
Outstanding at April 30, 2010		24,300	$	12.11	2.09 years	$	13,250
Exercisable at  April 30, 2010		24,300	$	12.11	2.09 years	$	15,830

9

Restricted Stock Plan and Performance Equity Plan

On June 21, 2006, the shareholders of the Company approved a restricted stock plan (The “2006 Equity Incentive Plan”).  A total of 253,000 shares of restricted stock were authorized under this plan. On June 17, 2009, the shareholders of the Company authorized 253,000 shares under the restricted stock plan (The “2009 Equity Incentive Plan”).  Under the restricted stock plan, eligible employees and directors are awarded performance-based restricted shares of the Company 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, 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 two to three years after grant issuance, subject to continuous employment and certain other conditions.  Restricted stock has no voting rights until fully vested and issued, and the underlying shares are not considered to be issued and outstanding until vested.

Under the 2009 Equity Incentive Plan, the Company has granted up to a maximum of 230,555 restricted stock awards as of April 30, 2010. All of these restricted stock awards are non-vested at April 30, 2010 (165,725 shares at “baseline”) and have a weighted average grant date fair value of $8.00. Under the 2006 Equity Incentive Plan, there are also outstanding as of April 30, 2010 unvested grants of 2,558 shares under the stock purchase match program and 23,311 shares under the bonus in stock program. 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, 2010, unrecognized stock-based compensation expense related to restricted stock awards totaled $1,870,380, consisting of $25,942 remaining under the 2006 Equity Incentive Plan and $1,844,438 under the 2009 Equity Incentive Plan, before income taxes, based on the maximum performance award level, less what has been charged to expense on a cumulative basis through April 30, 2010, which was set at zero.  Such unrecognized stock-based compensation expense related to restricted stock awards totaled $1,325,800 at the baseline performance level. 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 zero 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 $17,788 and $80,680 for the three months ended April 30, 2010 and 2009, respectively, of which $17,788 and $76,183 results from the 2006 Equity Incentive Plan for the three months ended April 30, 2010 and 2009, respectively, and $0 and $4,497, 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 $6,403 and $29,045 for the three months ended April 30, 2010 and 2009, respectively.

9.      Manufacturing Segment Data

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

	Three Months Ended
	April 30,
	2010				2009
Domestic	$	15.5	60.9	%	$	17.2	71.8	%
International		9.9	39.1	%		6.8	28.2	%
Total	$	25.4	100	%	$	24.0	100	%

10

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, 2010. 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)	2010			2009
Net Sales:
North America and other foreign	$	20.5		$	20.6
Brazil		2.9			2.6
China		6.4			4.6
India		0.5			0.2
Less inter-segment sales		(4.9	)		(4.0	)
Consolidated sales	$	25.4		$	24.0
Operating Profit:
North America and other foreign	$	(0.4	)	$	0.2
Brazil		0.1			0.1
China		0.7			0.8
India		(0.2	)		(0.4	)
Less inter-segment profit		0.1			——
Consolidated profit	$	0.3		$	0.7
Identifiable Assets (at Balance Sheet date):
North America and other foreign	$	46.8		$	69.7
Brazil		21.2			15.0
China		15.6			14.1
India		4.9			0.6
Consolidated assets	$	88.5		$	99.4
Depreciation  and Amortization Expense:
North America and other foreign	$	0.2		$	0.2
Brazil		0.1			0.05
China		0.1			0.1
India		0.1			0.05
Consolidated depreciation expense	$	0.5		$	0.4

10. Income Tax Audit / Change in Accounting Estimate

The company adheres to the guidance issued by the Financial Accounting Standards Board (“FASB”) dealing with accounting for uncertainty in income taxes. This guidance 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 guidance, an entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold.

11

There was no activity in our unrecognized tax benefits and the uncertain income tax liability at April 30, 2010 was $0.

The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense.

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 years ended January 31, 2003, 2004, 2005 and 2007 have been audited by the Internal Revenue Service (“IRS”).

An audit of the fiscal year ended January 2007 has been completed by the IRS. The Company has received a final “No Change Letter” from the IRS for FY07.

Our three major foreign tax jurisdictions are China, Canada 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 15 years.  Our China subsidiaries were audited during the tax year 2007 for the tax years 2006, 2005 and 2004. 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 years 2008 and 2009 or during the current year as of current filing date.   China tax authorities performed a fraud audit, but the scope was limited to the fraud activities found in late FY09. This audit covered tax years from 2003 through 2008. We have reached a settlement with the Chinese Government in January 2009. China tax authorities have performed limited reviews on all China subsidiaries as of tax years 2008 and 2009, with no significant issues noted. As a result, we can reasonably conclude that we do not anticipate any foreseeable future liabilities.

Lakeland Protective Wear, Inc., our Canadian subsidiary, follows Canada tax regulatory framework recording its tax expense and tax deferred assets or liabilities. The Company has never been audited by the Canada tax authority. As of this statement filing date, we believe the Company’s tax situation is reasonably stated, and we do not anticipate future tax liability.

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 in the year ended January 31, 2010, 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 $407,102 against the ultimate realization of the remaining $407,102 included in Deferred Income Taxes on the accompanying balance sheet, to yield a net value of zero for this item.

11. Related Party Transactions

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 in 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.

On March 1, 1999, the Company entered into a one-year (renewable for four additional one- year terms) lease agreement with Harvey Pride, Jr., a former officer of the Company, for a 2,400 sq. ft. customer service office for $18,000 annually located next to the existing Decatur, Alabama facility mentioned above.  This lease was renewed on April 1, 2009 through March 31, 2011 with a 5% yearly increase in rental rate.

The Company believes that all rents paid to Harvey Pride, Jr. by the Company are comparable to what would be charged by an unrelated party, as three different rent fairness appraisals were performed in 1999, 2002 and 2004.

12

12. Derivative Instruments and Foreign Currency Exposure

The Company has foreign currency exposure, principally through sales in Canada, Brazil, China and the UK, and production in Mexico and China. Management has commenced a hedging program to partially offset this risk by purchasing forward contracts to sell the Canadian Dollar and Chilean Peso and subsequent to April 30, 2010, the Euro.  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 the Brazilian Real.

The Company accounts for its foreign exchange derivative instruments under guidance issued by the FASB addressing accounting for derivative instruments and hedging activities. This guidance 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.

13. VAT Tax Issue in Brazil

Asserted Claims

From 2004 to April 2009, Qualytextil, S.A. (“QT”) imported its raw materials through the port of Recife (in the state of Pernambuco, neighboring the state of Bahia where the QT plant is located). QT paid an import broker in Recife the proper taxes and then trucked the goods to Salvador, Bahia, Brazil. QT obtained a legal opinion at the time and relied on this in good faith.

In October 2009, QT received an audit notice from Bahia claiming the taxes paid to Recife/Pernambuco should have been paid to Bahia in the amount of R$4.8 million and assessed fines and interest of an additional R$5.9 million for a total of R$10.7 million. (approximately US$2.6 million, $3.2 million and $5.8 million, respectively)

Previously, our attorney had advised us that it was likely we would prevail; however, in the current reporting period there has been an adverse ruling in the Supreme Court.

Bahia has announced an amnesty for this tax whereby if the taxes claimed are paid by the end of the month of May 2010, the interest and penalties will be forgiven. According to fiscal regulation of Brazil, this amnesty payment will be partially recouped as credits against future taxes due. Since these taxes have already been paid (but to the other state), Bahia will allow this amnesty payment to be recouped as credits against future taxes due to the extent they would equal the taxes already paid to the other state.

Of these claims, our attorney informs us that R$1.0 million (US$0.5 million) will be successfully defended based on lapse of statute of limitations and R$0.3 million (US$0.2 million) based on state auditor misunderstanding. A small amount of R$0.2 million (US$0.1 million) will be paid by amnesty – defended by another attorney. This amount is already included in the total amnesty program (R$3.5 million) (US$1.9 million).

The total taxes paid into the amnesty program on May 31st was R$3.5 million.

Amounts from Pre-acquisition Period; Escrow

The asserted tax claims of R$4.8 million (R$10.7 million with penalty and interest) all relate to imports during the period 2004-2006, prior to the QT acquisition by Lakeland in May 2008. At the closing, there were several escrow funds established to protect Lakeland from contingencies such as discussed herein. The available escrow funds have a current balance totaling R$2.8 million (US$1.5 million). One seller has release his escrow with a balance of R$1.0 million (US$0.55 million). Lakeland will file a claim against the remaining funds in escrow at the appropriate time.

13

a. Future Accounting for Funds

Following payment into the amnesty program, the taxes will be partially recouped via credits against future taxes due. There is expected to be the following costs:

		(R$ millions)		(US$ millions )
1)	Loss of “desenvolve”(a)	$	1.5	$	0.8
2)	Interest costs		0.4		0.2
3)	Legal fees		0.5		0.3
	TOTAL	$	2.4	$	1.3

These costs will be assessed against the credits and should serve to recoup these costs or lost incentives back to QT Lakeland from the escrow, but are considered opportunity costs or future costs and have not been charged to expense currently.

Additional Exposure – Unasserted Claims

There is additional exposure for the periods: 2007-2009 in the amount of R$6.0 million (US$3.3 million). Of this amount, R$3.9 million (US$2.1 million) relates to the 2007/2008 period.

Notice of audit for the 2007/2008 period has just been received by QT. The Company intends to wait for audit results and then defend and wait for the next amnesty period. Company counsel advises the Company that in his opinion the next amnesty will come before the end of the judicial process. There has been a long history in Bahia of the state declaring such amnesty periods every 2 to 3 years going back 25 years. The litigation process begins as an administrative proceeding, two instances, and after a period of time must be switched to a formal court judicial proceeding. At the commencement of the formal court proceedings, the Company will have to remit a “judicial deposit” covering the exposure from 2007/2008 in taxes of approximately R$3.9 million (US$2.1 million) plus assessed fines and interest bringing the judicial deposit needed to approximately R$7.3 million (US$4.1 million). Estimated time period to Judicial Court deposit is 1.5 – 2 years. This does not necessarily have to be all cash. The Court will accept a pledge of the real estate (approximately R$3 million) (US$1.6 million) and management believes it will be able to obtain a bank guaranty from Brazilian banks for up to R$5 million (US$2.7 million) for a relatively nominal fee of approximately 3% to 4% per year. Notice for audit for 2009 has not been received, and the Company intends to follow the same process related to that year.

(a) “Desenvolve” is an incentive remaining from Brazil’s hyperinflationary days about 10 years ago. It is based on the net ICMS (VAT) tax payable. (QT pays ICMS to suppliers on raw materials, bills and collects ICMS from customers, takes credit for ICMS paid to suppliers and remits the difference. The net amount payable is payable 30% immediately and 70% for up to 5 years.The “desenvolve” is an incentive to pay the 70% quickly, like a cash discount. If the full amount is paid immediately, there is an 80% discount of the 70% (or 56% of the total).

At the next amnesty period:

· If before judicial process – still administration proceeding – the Company would pay just the taxes with no penalty or interest. This would then be recouped via credits against future taxes on future imports. As before, the Company would lose desenvolve and interest.

· If after judicial process commences – the amount of the judicial deposit previously remitted would be reclassified to the taxes at issue and the excess submitted to cover fines and interest would be refunded to QT. As above, the taxes would be recouped via credits against future taxes on future imports, but losing desenvolve and interest.

14

· The desenvolve is scheduled to expire on February 2013 and will be partially phased out starting February 2011. Based on the anticipated timing of the next amnesty, there may be little amounts of lost desenvolve since it would largely expire on its own terms in any case.

Cash Commitments

As a result of the process described above, the company expects to make the following payments:

Date	Description	R$ Amount	US$ Amount
May 31, 2010	Payment into amnesty program	$3.5 million(1)	$1.9 million
November 2011	Judicial deposit	7.3 million(2)	4.1 million
November 2012	Convert Judicial deposit into amnesty program	6.0 million(3)	3.3 million
November 2012	Refund from excess judicial deposit	$(1.3) million	$(0.8) million

(1)Projected to be repaid in full via credits against future imports, by March 2011.

(2)Judicial deposit does not have to be all cash. Management believes Brazilian banks will provide several million Reals as a guaranty for the fee of 3%-4% per year.

(3)Projected to be repaid in full via credits against future imports, by September 2014.

There is a R$2.9 million (US$1.6 million) charge to expense as a result of this issue, determined as follows:

P & L Treatment

	Millions
		R$		US$
Total to be paid not available for credit:
Asserted claims		1.4			0.8
Unasserted claims		2.5			1.3
		3.9			2.1
Escrow funds released		(1.0	)		(0.5	)
Charge to expense		2.9			1.6
Escrow funds available:
Total escrow funds		2.8			1.6
Escrow released in May		(1.0	)		(0.5	)
Remaining funds in escrow		1.9			1.1

There is an additional exposure for 2007-2009 in the amount of approximately $3.3 million. Lakeland intends to apply for amnesty and make any necessary payments upon the forthcoming amnesty periods imposed by the local Brazilian authorities. Of this $3.3 million exposure, $1.9 million is eligible for future credit. The $1.4 million balance is subject to indemnification from the Seller and the Company intends to pursue this claim.

Possible Recourse Actions

The Company’s counsel is reviewing potential actions against sellers under indemnification proceedings including possible claims on post acquisition exposure resulting from misrepresentations.

The Company is also evaluating potential action for recourse against other parties involved in the original transactions.

When the Company receives the remaining funds from escrow, this will be recorded as a gain at such time. Any further indemnifications from the sellers and potential other parties will also be recorded as a gain at such time as received.

The Company also plans to assert indemnification rights under its Share Purchase Agreement with the sellers and has other legal avenues for recoupment of these monies against both the Sellers and negligent third parties. Such recoupment, if successful, will be reported as profits over future periods when and if collected.

Balance Sheet Treatment

In accordance with GAAP, the Company has reflected the above items on its balance sheet as follows:

		(R$ millions)		US$ millions
Current assets	Prepaid taxes	$	2.1	$	1.1
Current assets	Escrow receivable		1.0		0.5
Current liabilities	Taxes due		3.5		1.9
Non-current assets	Deferred taxes		3.5		1.9
Long-term Liabilities	Taxes payable	$	6.0	$	3.3

15

14. Subsequent Events

License Agreement with DuPont

Effective May 17, 2010, a trademark License Agreement was signed which will change the commercial relationship between E.I. du Pont de Nemours and Company (“DuPont”) and Lakeland with regard to the sale of Tyvek® and Tychem®.

Historically, Lakeland pursuant to a Trademark License Agreement with DuPont utilized DuPont trademark logos to market DuPont Tyvek® and Tychem® fabrics made into garments by Lakeland. Lakeland bought its Tyvek® and Tychem® fabrics from DuPont directly and processed these fabrics into protective garments. Pursuant to new contracts with DuPont, Lakeland will no longer buy fabrics from DuPont to make garments, but has agreed to buy instead finished garments directly from DuPont and market and sell DuPont garments as a wholesale distributor.

Nonetheless, in certain instances where Lakeland makes customized garments, not made by DuPont, DuPont will continue to sell Tyvek® and Tychem® fabrics to Lakeland. These new agreements are transition agreements until Lakeland sells the remainder of its Tyvek® and Tychem® raw material and finished goods inventories, estimated to be by this fiscal year end. Thereafter, DuPont and Lakeland intend to sign a multi-year agreement which would be similar to the above arrangement with potential modifications between the parties based upon experience during this interim period.

Stock-out Conditions and Backlog

The Company has been working to reduce or eliminate its inventory of Tyvek® and Tychem® in anticipation of the above referenced License Agreement. In May 2010, the Company has experienced significant “stock-out” conditions until newly ordered finished goods arrive from DuPont. As a result, the Company’s backlog for domestic disposables has increased to $7.0 million as of May 31, 2010.

Brazil Management and Share Purchase Agreement

On May 19, 2010, the president and V.P. of Operations (the “two terminated sellers”) of Qualytextil, S.A. (“QT”), Lakeland’s Brazil subsidiary were terminated for cause as a result of numerous documented breaches of their Management Agreements (“MA”) with QT and misrepresentations in their Share Purchase Agreement (“SPA”) with Lakeland. As a result of these breaches and misrepresentations, Lakeland will take the position that it is not obligated to pay their share or 65% of any Supplemental Purchase Price (“SPP”) due in 2011 pursuant to the SPA. These two sellers’ shares constitute 35% and 30%, respectively, of the SPP totals, if any, which may be due under the SPA. The CFO of QT has been promoted to President of QT. He holds the remaining 35% of the SPA and SPP totals.

Lakeland and the two terminated sellers are presently attempting to negotiate a settlement. If no settlement is reached within 30 days the SPA provides for arbitration to settle disputes, and Lakeland intends to assert further damages in such arbitration proceeding. Lakeland expects a charge of at least US$200,000 in Q2 for the legal and professional fees incurred in this matter.

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 and consolidated financial statements and related notes that appeared in our Form 10-K and Annual Report and in the documents that were incorporated by reference into our Form 10-K for the year ended January 31, 2010.  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.

16

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 1,000 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 2011. 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 outside Brazil 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.

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 collectability of individual large or past due accounts customer-by-customer. We establish reserves for accounts that we determine to be doubtful of collection.

17

Income Taxes and Valuation Allowances. 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. Goodwill and indefinite lived, intangible assets are tested for impairment at least annually; however, these tests may be performed more frequently when events or changes in circumstances indicate the carrying amount may not be recoverable. Goodwill impairment is evaluated utilizing a two-step process as required by U.S. GAAP.  Factors that the Company considers important that could identify a potential impairment include: significant under performance relative to expected historical or projected future operating results; significant changes in the overall business strategy; and significant negative industry or economic trends. The Company measures any potential impairment based market quotes, if available or on a projected discounted cash flow method. Estimating future cash flows requires the Company’s management to make projections that can differ materially from actual results.

Impairment of Long-lived Assets. The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying value of a long-lived asset is considered impaired when the total projected undiscounted cash flows from the asset are separately identifiable and are less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset.

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, 2010 as compared to January 31, 2010

Cash increased by $0.6 million as borrowings under the revolving credit facility decreased by $4.6 million at April 30, 2010. Accounts receivable increased by $1.5 million as sales for the three months ended April 30, 2010 increased by 2.1% from the three months ended January 31, 2010. Inventory decreased by $4.9 million, including a decrease in intercompany profit elimination of $0.1 million resulting from a decrease of $4.5 million in finished goods inventory. Accounts payable increased by $1.3 million mainly due to larger payables in Brazil. Other current assets increased by $0.6 million, mainly due to prepaid insurance policies with policy years the same as the Company’s fiscal year, VAT and other taxes refundable in Europe and China.

As a result of the VAT tax issue in Brazil as disclosed herein, as of April 30, 2010 we have recorded additional current assets for prepaid taxes $1.1 million, escrow receivable of $0.5 million and current liabilities-VAT taxes payable for US$1.9 million, and non-current deferred taxes asset and long-term liability-VAT tax payable for US$3.3 million.

18

At April 30, 2010 the Company had an outstanding loan balance of $5.0 million under its facility with TD Bank, N.A. compared with $9.5 million at January 2010.  Total stockholder’s equity decreased $0.1 million principally due to the net loss for the period of $(1.3) million and the changes in foreign exchange translations in other comprehensive income of $1.2 million.

Three months ended April 30, 2010 as compared to the three months ended April 30, 2009

Net Sales. Net sales increased $1.4 million, or 5.8% to $25.4 million for the three months ended April 30, 2010, from $24.0 million for the three months ended April 30, 2009.  The net increase was due to an increase of $3.1 million in foreign sales, offset by a $1.7 million decrease in domestic sales. External sales from China increased by $1.2 million, or 63.6% driven by sales to the new Australian distributor. Canadian sales increased by $0.5 million, or 37.6%, UK sales increased by $0.4 million or 51.5%, Chile sales increased by $0.1 million, or 19%. US domestic sales of disposables decreased by $1.1 million, chemical suit sales decreased by $0.4 million, wovens increased by $0.1 million, reflective sales decreased by $0.3 million and glove sales increased by $0.2 million. Sales in Brazil increased $0.3 million, an increase of 10.4%.

Gross Profit. Gross profit increased $0.4 million or 6.5% to $6.4 million for the three months ended April 30, 2010, from $6.0 million for the three months ended April 30, 2009. Gross profit as a percentage of net sales increased to 25.2% for the three months ended April 30, 2010, from 25.1% for the three months ended April 30, 2009. Major factors driving the changes in gross margins were:

o Disposables gross margin declined by 3.5 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’s gross margin was 49.4% in Q1 this year compared with 46.6% in Q1 last year. This increase was largely due to the volume provided by a larger bid contract this year.

o Continued gross losses of $0.1 million from India in Q1 FY11.

o Chemical division gross margin declined 5.7 percentage points resulting from lower volume and sales mix

o Canada gross margin increased 6.7 percentage points due to higher volume and favorable exchange rates.

Operating Expenses. Operating expenses increased $0.8 million, or 14.7% to $6.1 million for the three months ended April 30, 2010, from $5.3 million for the three months ended April 30, 2009.  As a percentage of sales, operating expenses increased to 24.1% for the three months ended April 30, 2010 from 22.2% for the three months ended April 30, 2009.  The $0.8 million increase in operating expenses in the three months ended April 30, 2010 as compared to the three months ended April 30, 2009 were comprised of:

o ($0.1) million in reduced officer salaries resulting from cost cut-backs, along with related reduction in payroll taxes and employee benefits.

o ($0.1) million reduction in professional and consulting fees resulting from cost cut backs.

o ($0.1) million reduction in equity compensation resulting from the 2009 restricted stock plan treated at the zero performance level for the time being.

o $0.1 million in increased sales commissions resulting from higher volume.

o           $0.1 million miscellaneous increases.

o $0.1 million increase in the self insured medical insurance program resulting from unfavorable experience in the current year.

o $0.1 million in inventory contributions made to the Chilean earthquake relief effort.

o $0.1 million increase in Delaware Franchise Taxes. This is a result of the increase in total assets in prior years resulting from prior inventory buildup and the Brazil acquisition. It is anticipated the cost for this tax will be greatly reduced going forward.

o $0.2 million increase in foreign exchange costs resulting from unhedged losses against the Euro in China.

o $0.2 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.

19

o $0.2 million of increased operating expenses in Brazil mainly resulting from increased sales personnel and support staff.

Operating profit. Operating profit decreased 57% to $0.3 million for the three months ended April 30, 2010 from $0.7 million for the three months ended April 30, 2009.  Operating margins were 1.1% for the three months ended April 30, 2010 compared to 2.8% for the three months ended April 30, 2009.

Interest Expenses.  Interest expenses decreased by $0.1 million for the three months ended April 30, 2010 as compared to the three months ended April 30, 2009 due to lower borrowing levels outstanding.

Income Tax Expense.  Income tax expenses consist of federal, state, and foreign income taxes.  Income tax expenses decreased $0.4 million, or 105%, to $0.0 million for the three months April 30, 2010 from $0.4 million for the three months ended April 30, 2009.  Our effective tax rates were not meaningful for Q1FY11 and 81.5% for the three months ended April 30, 2009. Our effective tax rate for Q1FY10 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 year’s taxes in the US not previously recorded. Our effective tax rate for Q1 FY11 was due to goodwill write-offs in Brazil and tax benefits from India resulting from “check the box” in the U.S, and the $1.6 million charge for VAT tax expense in Brazil.

 Net Income (loss).  Net income decreased to a loss of $1.3 million for the three months ended April 30, 2010 from $0.1 million for the three months ended April 30, 2009. The increase in net income primarily resulted from the $1.6 million charge for VAT tax expense to Brazil. Excluding the Brazilian VAT tax expense, the Company would have reported net income of $0.2 million in the first quarter of fiscal 2011, a 143% increase as compared to the same period in fiscal 2009. The improved profitability before VAT tax expense reflects an increase in sales, reduction in gross margins in disposables, a $350,000 allowance against deferred taxes in the prior year resulting from the India restructuring.

Liquidity and Capital Resources

Cash Flows. As of April 30, 2010, we had cash and cash equivalents of $5.7 million and working capital of $49.5 million. Cash and cash equivalents increased $0.6 million and working capital increased $0.6 million from January 31, 2010. 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 $2.0 million for the three months ended April 30, 2010 was due primarily to net loss from operations of $(1.3) million, and a decrease in inventories of $4.9 million, offset by an increase in accounts receivable of $1.4 million and an increase in deferred tax asset of $3.0 million. Net cash used in investing activities of $0.1 million in the three months ended April 30, 2010, was due to purchases of property and equipment.

We currently have one credit facility, a $23.5 million revolving credit, of which $5.0 million of borrowings were outstanding as of April 30, 2010.  Our credit facility requires that we comply with specified financial covenants relating to fixed charge ratio, funded 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, 2010, we were in compliance with all covenants contained in our credit facility, except for minimum EBITDA which the bank has waived.

We believe that our current cash position of $5.7 million, our cash flow from operations along with borrowing availability under our $23.5 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.

Capital Expenditures. Our capital expenditures principally relate to purchases of manufacturing equipment, computer equipment, and leasehold improvements. 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 2011.

20

Foreign Currency Exposure.  The Company has foreign currency exposure, principally through its investment in Brazil, sales in China, 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.

Health Care Reform.  During March 2010, a comprehensive health care reform legislation was signed into law in the U.S. under the Patient Protection and Affordable Care Act, as amended  by the Health Care and Education Reconciliation Act of 2010 (the “Acts”).  Included among the major provisions of the law is a change in tax treatment of the federal drug subsidy paid with respect to Medicare-eligible retirees.  This change did not have a significant impact because the Company operates its principal drug plan for Medicare-eligible retirees as secondary to Medicare and manages Medicare Part D reimbursement through a third party administrator.  The effect of the Acts on the company’s other long-term employee benefit obligation and cost depends on finalization of related regulatory requirements.  The Company will continue to monitor and assess the effect of the Acts as the regulatory requirements are finalized.

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, 2010.

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, 2010. 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, 2010 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, 2010.

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.

21

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2010. 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, 2010.

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.

Since the Company now qualifies as a smaller reporting company, there is no longer an attestation requirement for management’s assessment of internal control, by the Company’s independent auditors.

Changes in Internal Control over Financial Reporting

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 2011.  Based on that evaluation, management concluded that there have not been changes in Lakeland Industries, Inc.’s internal control over financial reporting during the first quarter of  2011 that have materially affected, or is reasonably likely to materially affect, Lakeland Industries, Inc.’s internal control over financial reporting.

PART II. OTHER INFORMATION

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

Item 6.             Exhibits:

Exhibits:
10.21	Transition Wholesaler Distribution Agreement between Lakeland Industries, Inc. and E.I. du Pont de Nemours and company dated May 17, 2010.(a portion of this exhibit has been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission)
10.22	Sales Agreement between Lakeland Industries, Inc. and E.I. du Pont de Nemours and Company dated May 17, 2010. (a portion of this exhibit has been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission)
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

22

_________________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 14, 2010	/s/ Christopher J. Ryan
	Christopher J. Ryan,
	Chief Executive Officer, President,
	Secretary and General Counsel
	(Principal Executive Officer and Authorized Signatory)

Date: June 14, 2010	/s/Gary Pokrassa
	Gary Pokrassa,
	Chief Financial Officer
	(Principal Accounting Officer and Authorized Signatory)

23

EX-10.21

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

Exhibit 10.21

“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”

TRANSITION WHOLESALER DISTRIBUTION AGREEMENT

This Transition Agreement is made this 17th day of May, 2010 (“Effective Date”) by and between E. I. du Pont de Nemours and Company, a Delaware corporation with offices at 1007 Market Street, Wilmington, DE 19898 (hereinafter "DuPont") and Lakeland Industries, Inc., a Delaware corporation with offices at 701 Koehler Avenue, Suite 7, Ronkonkoma, NY  11779-7410 (hereinafter “Wholesaler” or "Lakeland") (collectively the “Parties” and each a “Party”) subject to the following terms and conditions:

Transition and Purpose

Effective January 31, 2010, the Garment Manufacturer and Trademark License Agreement between DuPont and Lakeland expired on January 31, 2010.  DuPont has offered to appoint Lakeland as a wholesale distributor for DuPont protective apparel in the Territory as hereinafter defined for a transition period commencing on the date of signature on this Agreement through December 31, 2010.  Prior to the expiration of this Agreement, the Parties shall mutually decide whether to sign a new wholesale distribution agreement for a term of * and that will be consistent with DuPont’s overall wholesale distribution program and that may require revising the territory of appointment, the category of products handled among other changes.

Article 1.  Appointment

1.01  DuPont hereby appoints and authorizes Lakeland to sell to, and to solicit orders from distributors and other resellers for the products specified in Schedule A attached hereto and made a part hereof and such other products as may be designated by DuPont in its sole discretion in writing from time to time (hereinafter "Products") in the territory of the United States of America and Canada (hereinafter "Territory").

1.02  This appointment  is non-exclusive and DuPont reserves the right to sell directly to distributors and resellers located in Territory or to appoint additional wholesalers or resellers if DuPont concludes in its sole discretion that additional coverage is appropriate in order to fully develop the potential markets for Products.  This appointment is solely for the re-sale of Products to distributors and resellers and does not include the sale of Products by Lakeland directly to endusers of any nature.

“Confidential Treatment Requested”

1

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

Article 2.  Period of Agreement

2.01  This Agreement shall commence on the Effective Date and shall be effective through December 31, 2010 unless terminated:

(a) by either Party at any time if a voluntary petition in bankruptcy is filed by a Party or if a Party is adjudged a bankrupt;

(b) by either Party at any time without liability if that Party is exiting the business contemplated by this Agreement; or,

2

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

(c) immediately by either Party in the event of a default or breach of this Agreement by the other Party, if such default or breach is not remedied within thirty (30) days of written notification of default or breach from the non-defaulting or non-breaching Party or if such default or breach is not reasonably subject to being remedied within such thirty (30) day period, if the breaching Party fails to commence the remedy of such default or breach within said thirty (30) day period and continue to diligently remedy the default or breach in a commercially reasonable manner.

2.02  Should Lakeland's organization, ownership, operation, or business philosophy change in a material manner which in DuPont’s judgment conflicts with the business objectives set forth in this Agreement, DuPont reserves the right to terminate this Agreement effective upon at least thirty (30) days prior written notice to Lakeland.

2.03  This Agreement shall first be executed by Lakeland and shall be effective only when subsequently accepted and executed on behalf of DuPont by DuPont's authorized representatives.

2.04  In the event of termination of this Agreement for any reason with or without cause in accordance with the terms of this Agreement the Parties agree that:

a. Neither Party shall be liable to the other Party for any termination compensation or payments of any kind including but not limited to investment, promotion or selling expense payments;

b. No commissions, rebates or other compensation on any sales of Product shall be payable to Lakeland for Product sold in the Territory after the effective date of such termination;

c. Termination shall not affect any outstanding obligations of either Party to the other Party arising prior to such termination, including without limitation, confidentiality under Article 12.01;

d. DuPont may elect to repurchase any or all of such inventory and if so, it will do so at the price paid for such Products by Lakeland.  Lakeland agrees that it will sell such Products to DuPont at this price.

e. Except to the extent used by Lakeland in connection with the sale of Products remaining in Lakeland’s inventory at termination, Lakeland shall return promptly to DuPont all the technical manuals, signs and other material or property including advertising and promotional materials, of DuPont that may have been furnished to Lakeland by DuPont, together with all copies or reproductions or parts thereof; and

f. Except to the extent used by Lakeland in connection with the sale of Products remaining in Lakeland’s inventory at termination, Lakeland shall immediately discontinue permitted use of DuPont's trade name and trademarks and DuPont's trade name in any media including internet.

3

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

Article 3. Responsibilities

3.01  Lakeland accepts this non-exclusive appointment and agrees, at its own expense, to use its commercially reasonable efforts to:

a. Promote, advertise, develop and increase trade in Products in the Territory;

b. Maintain a reasonable inventory of Products, as determined solely in Lakeland’s discretion or otherwise specified in this agreement, in proper storage conditions;

c. Provide an adequate number of trained selling personnel;

d. Educate the trade in the use of Products as part of sales and marketing efforts for Products and  provide distributors and resellers  with DuPont Product information   regarding the safety of persons, property and the environment;

e. Meet sales and service standards as mutually agreed in writing by the Parties on a periodic basis;

f. Maintain accurate books and records;

g. Handle, store, and dispose of Products in such a manner as is necessary for the safety of persons, property and the environment;

h. Comply with DuPont policies and procedures for returns;

i. Pay invoices within terms and maintain good credit;

j. Adhere to agreed upon performance metrics for re-sale of Products;

k. Furnish DuPont with reports reasonably requested by DuPont to keep DuPont informed of the market and competitive conditions and the position and progress of Lakeland with the trade of the Products in the Territory;

l. Furnish DuPont with reports on volume of all Products sold and all protective apparel sold by Lakeland under the expired Garment Manufacturer and Trademark License Agreement on a monthly or quarterly basis to enable planning for proposed new wholesale distribution agreement;

m. Furnish data on distributors served by Lakeland as a wholesale distributor for DuPont.  Such data will be in a format with content as determined by DuPont to advance DuPont’s overall wholesale strategy for Products.  *  

“Confidential Treatment Requested”

4

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

n. Manufacture specific Product sku’s for which Lakeland case count differs from DuPont case count solely to accommodate existing distributors/customers of Lakeland.  Terms are as described in Schedule A.

3.02  The provisions of this Article shall be deemed to be of the essence of this Agreement and any breach thereof by Lakeland shall entitle DuPont to terminate this Agreement in accordance with Section 2.01(c).

3.03  DuPont agrees to:

a. meet with Lakeland every quarter to agree on sales objectives and review Lakeland’s performance, new opportunities, sales programs, competitive situations, inventory levels, training needs, safety and environmental performance, and other matters of mutual interest; and

b. in its sole and absolute discretion, make joint sales and service calls in the Territory, and provide services in support of Lakeland's sales efforts, where DuPont and Lakeland conclude such help is appropriate.  It is expressly understood that any technical advice furnished by DuPont is given without charge, and DuPont assumes no obligation or liability for the advice given or results obtained.  All such advice shall be given and accepted at the Lakeland's risk.

Article 4.  Forecasts and Orders

4.01  Lakeland will provide appropriate forecasts and order lead times necessary to meet its Products demand.  Lakeland shall order from DuPont such quantities of Products as it needs to meet the requirements of the trade in its Territory and to satisfy the conditions established under Article 3.01 above, as determined in Lakeland's discretion, provided, however, that all such orders shall at all times be subject to acceptance by DuPont and DuPont shall have no liability because of its failure to accept any such order.  Orders are subject to DuPont policies and requirements for ordering quantities as communicated from time to time by DuPont to Lakeland.

4.02  Shipments will be made to Lakeland's warehouse(s) or with DuPont's prior written approval, directly to Lakeland's customers.  DuPont may specify minimum quantities from time to time for such shipments.  DuPont is under no obligation to ship or release Products to any other location under any other terms than those set forth in this Agreement.

4.03  Whenever DuPont, at Lakeland's request, shall agree and make shipment directly to Lakeland's customer and the acceptance thereof is refused by the customer Lakeland shall reimburse DuPont for all transport, freight and all other expenses incurred in connection therewith; provided however, Lakeland shall not be required to reimburse DuPont to the extent the refusal is caused by the fault of DuPont.

4.04  Products shall be returned freight prepaid only with prior permission of the DuPont’s authorized representative.  Returns must be in salable condition and in original packages upon receipt by DuPont.  Returns must be in accordance with DuPont standard Return Policy.

5

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

Article 5.  Prices and Terms

5.01  DuPont's prices to Lakeland for Products purchased hereunder shall be DuPont’s prices for wholesale distributors in effect at the time of shipment, less any discounts established by DuPont from time to time.  Current prices are as set forth in Schedule A.  In addition, Lakeland will be able to purchase truck load or container load products *. DuPont has the right during the term of this Agreement to change the price, freight allowance or terms of payment specified herein provided DuPont has given Lakeland thirty (30) days written notice of any such change.  Such price shall be paid for all Product shipped hereunder on and after the date it becomes effective, unless subsequently again revised by Seller as provided herein.  DuPont as part of price adjustment notifications will address impact of pricing changes on ordering and shipments.  For clarity, prices may be adjusted if in DuPont’s sole discretion there have been significant changes in the price of raw materials, components, energy, labor and other ingredients, a shortage of Products or raw materials, or other significant changes in the supply and demand for the Products.

5.02  Terms of payment, minimum orders, freight terms, recall policy, and discontinued product policy  shall be DuPont standard terms as set forth in Schedule B or as modified by time to time by DuPont, effective upon written notice to Lakeland.

5.03  Lakeland shall not be entitled to any discount or commission on any sale made by DuPont directly to distributors served by Lakeland.

5.04 This Agreement, and all Lakeland orders, shall be subject to DuPont’s standard Conditions of Sale in effect at the time of shipment.  A copy of DuPont current Conditions of Sale are attached as Schedule C and incorporated by reference.  In the event of any conflict between the terms and conditions of this Agreement and DuPont’s standard Conditions of Sale, the terms and conditions of this Agreement shall prevail.

Article 6.  Relationship

6.01  The relationship between the Parties established under this Agreement is solely that of buyer and seller.  Nothing in this Agreement authorizes either Party to assume or create any obligation or responsibility, expressed or implied, on behalf of or in the name of the other party, or to bind the other party or its affiliates in any whatsoever unless prior written permission is obtained from such party.

6.02  Lakeland shall at all times be an independent contractor and nothing in this Agreement shall be construed to constitute Lakeland as an employee, agent, joint venturer or partner of DuPont. The entire management and direction of Lakeland’s business shall at all times be under the exclusive control and management of Lakeland. Lakeland shall be solely responsible for the compensation and supervision of all its employees, servants, agents and consultants.

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

“Confidential Treatment Requested”

6

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

Article 7. Guarantees

7.01  DuPont undertakes to deliver material meeting DuPont’s normal Product specifications, but is not responsible for results obtained by the use thereof either alone or in combination with other materials.

7.02  No guarantee or warranty, oral or written, expressed or implied, concerning the application or the results to be obtained with Products will be made by Lakeland except with the express prior written authorization of DuPont in each specific case.

7.03  Lakeland shall make no product performance claims that (i) are inconsistent with Product performance claims made by DuPont in its literature for such Products or (ii) DuPont has not approved in writing in advance.

7.04  DuPont is not responsible, or liable, for misrepresentations, errors or omissions of Lakeland.

Article 8.  DuPont's Trademarks and Trade Name

8.01   The trademarks used on the Products are and shall be the exclusive property of E. I. du Pont de Nemours and Company.  Lakeland shall not register, or use, any DuPont trademark or trade name without prior written approval of DuPont.

8.02   DuPont has the right to object to Lakeland's use of the trademarks for any reason and Lakeland agrees to correct its usage, or cease usage, of the trademarks at DuPont's request.

8.03  Lakeland shall:  a) not use any trademark, mark, name or symbol which may be confusingly similar to Trademarks; b) not use Trademarks in any manner which could affect the validity of its registration or DuPont's exclusive ownership thereof;  c) use, display, advertise, and promote the Trademarks in accordance with the Trademark Guidelines; d) not use, display advertise, or promote the Trademarks in conjunction with any other product or combination of products; e) discontinue immediately any use, display, advertising, or promotion of the Trademarks, or association with it, that directly or indirectly amounts to or includes a false or exaggerated or misleading claim regarding the quality of DuPont Products or the fabrication or installation thereof that may be deemed objectionable by DuPont; and f) not register or use any trademark or tradename of DuPont, its affiliates or subsidiaries, for the products described hereunder or articles made therefrom without DuPont's prior written consent.

Article 9.  Regulation

It is understood that U. S. Government export regulations restrict (unless the U. S. Government provides written authorization) the export of DuPont's technical information covered by this Agreement as well as Products made using the information.  Accordingly, the Parties shall not directly or indirectly reexport such technical information, or Products made using such information, to countries deemed by the U.S. Government to be subject to restrictions.  The obligations of this paragraph shall continue beyond the term of this Agreement.

7

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

Article 10.  Policy

10.01  Lakeland agrees that the following policy shall be binding on Lakeland with respect to actions taken by Lakeland under this Agreement.  Gifts, favors and entertainment including promotional programs or contests may be given by Lakeland to others only if such gifts, favors and entertainment meet all of the following criteria:

· they are consistent with accepted business practices in the ordinary course of business;

· they are of sufficiently limited value, and in a form that will not be construed as a bribe or pay-off;

· they are not in contravention of applicable law or generally accepted ethical standards;

· they have received all necessary corporate approvals of Lakeland and where applicable, of recipients employers and are properly accounted for on the books and records of Lakeland and,

· public disclosure of the facts will not embarrass DuPont.

10.02  Secret commissions or other secret compensation to employees of DuPont, Lakeland, or customers (or family members or associates) are forbidden.

10.03  Lakeland hereby represents that, in its dealings on behalf of DuPont, no action inconsistent with these statements and policy will be taken directly or indirectly by Lakeland.  Lakeland further acknowledges and agrees that any such action will serve as grounds for immediate termination of this Agreement by DuPont.

Article 11. Mutual Release:

In consideration of the agreements and undertakings, DuPont on the one hand, and Lakeland on the other hand, do each hereby irrevocably release and forever discharge the other, their respective predecessors, successors and assigns, and their respective past and present partners, shareholders, directors, officers, employees, attorneys, agents, representatives, parent companies, divisions and all other past and present affiliated companies and/or entities, from any and all actions, causes of action, claims, demands, damages of any kind whatsoever, and expenses arising out of or relating to any claims, except product based claims, however denominated, whether known or unknown, and whether asserted or unasserted, related in any way related to or arising from  the Garment Manufacturer and Trademark License Agreement, or which are in any way related to or arise from the actions of either DuPont or Lakeland in the sale of fabric and from the, marketing, distribution, sale or competition for sales of fabric or industrial protective apparel products and hoods, designed and distributed to protect from hazards presented by exposure to liquids, vapors and particulates, from the beginning of time through and including the effective date of the wholesale distribution agreement.

8

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

Article 11.  Miscellaneous Terms and Conditions

12.01  Each party (the “Disclosing Party”)  may from time to time disclose information to the other party (the “Receiving Party”) that will be identified in writing as confidential.  For a period of five (5) years from the date of disclosure the Receiving Party shall not use or disclose such confidential information unless prior written consent is given by the Disclosing Party.  Notwithstanding the foregoing, the Receiving Party shall be under no obligation under this Agreement with respect to any information (a) which is, at the time of disclosure, available to the general public; (b) which becomes at a later date available to the general public through no fault of the Receiving Party and then only after said date; (c) which the Receiving Party can demonstrate is in its possession before receipt.

12.02  Lakeland is responsible for the ultimate payment of all taxes applicable to Lakeland and its business, including stamp charges, licenses, duties and governmental exactions, by whatsoever name known which may be assessed or levied on or on account of the Products shipped hereunder to Lakeland or to Lakeland's customers.

12.03  If, at any time during the life of this Agreement, any condition outside the control of either Party shall arise which shall impede or restrict free transit of money or goods to or from the Territory, then deliveries hereunder may be suspended during the continuance of any such condition, or this Agreement may be terminated by either Party.

12.04  In the event any payment owed to DuPont hereunder is not paid by Lakeland in accordance with payment terms and this Agreement, DuPont shall have the right to credit against such payment and any interest thereon any sums owed by DuPont to Lakeland.

12.05  The cost of postage, telephone calls and other communications sent by Lakeland shall be paid by Lakeland and the cost of any such items sent by DuPont shall be paid by DuPont.  The cost of samples, reimbursements, promotional activities, etc. undertaken by Lakeland in connection with Products will be paid by Lakeland unless otherwise agreed to by DuPont in writing in advance.

12.06  Neither this Agreement nor any right or obligation herein shall be assignable or transferable in whole or in part by either Party without the prior written consent of the other Party.

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

12.08  Waiver by either Party of any default hereunder by the other Party, or failure by either Party to enforce any provisions hereof, shall not be deemed a waiver by such Party of any subsequent default by the other Party or a waiver of such provisions or any other provisions, or of the right of either Party to enforce such provisions.

12.09  Notices required hereunder shall be sent by certified mail, return receipt requested, or by facsimile confirmed by regular mail, or by overnight courier service, to the Party to be notified at its following address or at such other address as shall have been specified in written notice from the parry to be notified:

9

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

To DuPont:

E. I. du Pont de Nemours and Company

DuPont Personal Protection

5401 Jefferson Davis Hwy

Richmond, VA  23234

Attention:  David A. Kee

Facsimile No: 804-383-2794

To Lakeland:

Lakeland Industries, Inc.

701 Koehler Avenue, Suite 7

Ronkonkoma, NY  11779-7410

Attention:  Christopher J. Ryan and Gary Pokrassa

Facsimile No: 631-981-7851

Each notice sent in accordance with this section shall be deemed to have been received:

(a)       on the third business day after it was mailed by certified mail, return receipt requested (excluding any business day which there existed any general interruption of postal services due to strike, lockout or other cause); or

(b)      on the same day it was sent by facsimile transmission, or on the first business day thereafter if the day on which it was sent by facsimile transmission was not a business day.

(c)       one business day after sending by overnight courier service “Business day” shall be a business day in the jurisdiction of the recipient

12.10   Lakeland shall not appoint any third party representative or agent for the Products without the prior written consent of DuPont.

12.11   For convenience of the parties hereto, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original for all purposes.

12.12  The Parties hereto are sophisticated businesses with counsel to review the terms of this Agreement and the Parties represent that they have fully read this Agreement, and understand and accept its terms.

12.13  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 or fiduciary obligations that were not the express basis of the bargain at the time this Agreement was made.

Article 13.  Entirety

This Agreement, with its Schedules and DuPont’s Conditions of Sale, contain the entire agreement between the Parties relating to the subject matter hereof and supersede all prior agreements.  There are no, oral or written, contracts, understandings, conditions, or representations relating to the subject matter hereof that are not merged herein and the Parties acknowledge that they have not executed or authorized the execution of this instrument in reliance upon any agreement, understanding, condition, warranty or representation not contained herein.  No amendments or modifications or waivers shall be of any force or effect unless in writing and signed by the Party claimed to be bound thereby.  No modification shall be effected, nor shall these terms and conditions be subject to change, by reason of any written or oral statement by any Party or stated in any, or by the acknowledgment or acceptance of, purchase order forms, invoices, transmission via internet exchanges, or other forms, containing different or additional conditions.

10

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

IN WITNESS WHEREOF, the Parties hereto through duly authorized representatives have executed this Agreement in duplicate on the dates set forth below.

E. I. du Pont de Nemours and Company	Lakeland Industries, Inc.
By	By
Date	Date

11

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

Schedule A

DuPont Products and Prices

DuPont Products and Pricing:

Through December 31, 2010, Lakeland will have access to the products in the DuPont garment catalogue.

Pricing will be per the attached spreadsheet

Container load pricing will have * and Truck Load pricing will have a *.

There will be a Coop advertising fund of * of DuPont garment sales by Lakeland for the balance of 2010 that we would share * between DuPont and Lakeland.  *.  Analysis and reimbursement will be completed at the end of 2010.  DuPont terms of advertising and other programs that qualify for the Coop advertising funds shall apply.

Through December 31, 2010, Lakeland will continue to manufacture approximately 76 skus in which the case count is different from the DuPont current offering to support their customers.  For this purpose DuPont agrees to sell Lakeland rolled goods at the *.  The terms of the Sales Agreement for rolled goods executed contemporaneously with this Agreement shall apply to purchases for this purpose including ordering, forecasting and audit of the consumption and sale of those products.  Lakeland will transition their customers to the DuPont case count skus by the end of 2010 which involves updating catalogues and customer computer systems with the new DuPont skus.  The lists of these skus are included in the attached spreadsheet.

“Confidential Treatment Requested”

12

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

Schedule B

Additional Terms

· Payment Terms:  *.

· Freight Terms:  Free freight to Wholesale Distribution Center with a minimum order of $2500.

· Return Policy: Returns must be made within ninety (90) days of purchase date.  Returns are subject to a 15% restocking charge and all return freight charges are the responsibility of the Wholesaler.  Only Make to Stock items are eligible for return.

· Recall Policy:  DuPont shall notify Wholesale Distributor in writing of product recall, corrective action, product or quality control action or retrofit, or regulatory action involving Product.  As part of this notice DuPont will establish a process to handle customer communications and any necessary corrective action.  Wholesale Distributor will provide all assistance including information on end-users and products sold.

· Discontinued Product Policy: DuPont upon ninety (90) days written notice may discontinue offering any Products.  As part of this notice DuPont will provide information on dates for final shipment of product and whether DuPont will accept returns or exchanges of discontinued Products, or modify any Products.

· Product Modification Policy: DuPont may upon written notice modify any Products included in the DuPont catalog.  As part of this notice DuPont will provide information on product modification and whether any propertiesof the Products are changed.

“Confidential Treatment Requested”

13

Lakeland Transition Wholesaler Distribution Agreement

DuPont Protection Technologies

Schedule C

DuPont Terms and Conditions

E. I. du Pont de Nemours and Company

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 ANY OTHER 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, EXCEED THE 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 ANY MANNER. FAILURE TO GIVE NOTICE OF A CLAIM WITHIN NINETY (90) DAYS FROM 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 ANY PRODUCT, 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 ANY PRODUCT, SERVICE, OR INFORMATION COVERED BY THIS AGREEMENT, AND THIS AGREEMENT SHALL BE DEEMED TO INCLUDE SUCH LANGUAGE AS MAY BE REQUIRED TO EFFECT SUCH WAIVER. WAIVER BY EITHER PARTY OF ANY DEFAULT BY THE OTHER HEREUNDER SHALL NOT BE DEEMED A WAIVER BY SUCH PARTY OF ANY DEFAULT BY THE 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 by any 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 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 and practical, 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.

14

E. I. du Pont de Nemours and Company

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 falls 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 andSeller 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 a condition to proceeding to arbitration attempt in good faith to resolve any such claim or controversy by 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 andimpartial 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 of any 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 renderedby 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, seek or consent to class relief, or seek or consent to the consolidation or joinder of its claims with those of any third party. If anyclause 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

15

E. I. du Pont de Nemours and Company

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

13. Except as otherwise expressly provided in any other term or condition of this Agreement, title, liability for and risk of loss to Product sold hereunder passes to Buyer upon loading for shipment at Seller's producing location.

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.

Ver.2/1/07

16

EX-10.22

Sale Agreement 2010

Exhibit 10.22

“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”

SALES AGREEMENT

THIS SALES AGREEMENT entered into as of May 17, 2010, by and between E. I. du Pont de Nemours and Company through its DuPont Protection Technologies, a corporation with its principal place of business at 1007 Market Street, Wilmington, DE 19898 ("DuPont" or “Seller”), and Lakeland Industries, Inc., a Delaware corporation with its principal place of business at 701 Koehler Avenue, Suite 7, Ronkonkoma, NY 11779-7410 (“Buyer") (collectively, the “Parties”, and each a “Party”),

WHEREAS, Buyer wishes to purchase from Seller Tyvek® roll goods as defined in Schedule A (hereinafter "Product") under the terms of this Agreement for use solely in protective apparel applications as described in Schedule A (hereinafter “Applications”); and

WHEREAS, Seller has an interest in supplying Product to Buyer under the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

1. RELATIONSHIP OF THE PARTIES

1.01 This Agreement shall not be construed as constituting Seller and Buyer as principal and agent, partners, joint venturers, or creating any other form of legal association which would impose liability upon one Party for the act or failure to act of the other, its agents or employees, except as expressly set forth in this Agreement. Seller and Buyer shall conduct their business in their own names and shall be solely responsible for the acts and conduct of their employees and agents, except as expressly set forth in this Agreement.

1.02 Buyer is an experienced manufacturer of products using Products in Applications. Buyer has a staff properly trained in the use of Product in Applications, and Buyer will comply with all applicable laws and regulations concerning Product that are applicable to it. Buyer has in its employ, or has retained agents and consultants, who are experienced, sophisticated and knowledgeable in the properties and processing techniques of Product and its performance and suitability for use in Applications.

1.03 Buyer agrees to bear responsibility for, and will perform or have performed, all tests which Buyer determines are necessary to provide reasonable assurance of the quality and safety of products that Buyer manufactures using Product in Applications. Buyer will provide its customers with the appropriate warnings which Buyer determines are necessary for the safe use of Buyer products containing Product.

1.04 Buyer acknowledges that it has received, and is familiar with, Seller’s current labeling and literature, including warnings, concerning Product and will forward such information, and such other labeling and material as is supplied to Buyer by Seller from time to time to Buyer’s employees and customers who handle, process or otherwise come into contact with such Product for Applications.

2. SUPPLY OF PRODUCT AND PRICING

2.01 (a) During the Term (as defined below), Seller shall sell to Buyer and Buyer shall purchase from Seller, Product solely for use in Applications. Such Product shall meet the product specifications set forth in Schedule A, attached hereto and by reference made a part hereof.

Page 1 of 8

Sale Agreement 2010

2.02 Each month during the term of this Agreement, Buyer shall provide DuPont with Buyer's written forecast of its requirements for Product for Applications from DuPont during each month of the upcoming three (3) calendar quarters. Such forecasts are for planning purposes only and shall not constitute a commitment to purchase. At least ten (10) days prior to the beginning of each month, Buyer shall notify DuPont in writing of the exact quantity of Product to be delivered to Buyer during such month. Buyer will be obligated to pay for all Product ordered. DuPont upon receipt of the order will ship to Buyer. Such forecasts and orders shall specify the quantity of each style of Product sold hereunder. Once shipments leave DuPont, ownership transfers to Buyer. In the event of loss or damage of Product during or after shipment, Buyer is expected to pay the DuPont invoice on time.

2.03 Product will be shipped in “less than Truckload” shipments. Product will shipped FOB Seller’s Spruance plant in Richmond, VA. Minimum order for prepaid freight is $2500. Minimum order with freight is at $500.

2.04 No Product shall be returned to Seller without Seller’s prior written consent including Product Buyer returns for not meeting specifications. For such Product, Buyer must comply with Seller return authorization process. Provided Buyer complies with Seller’s required process, Seller agrees that it will not unreasonably withhold its consent to return.

2.05 Buyer will pay the prices set forth in Schedule A. Payment is due thirty (30) days from the date of Sellers’ invoice. Prices are subject to change upon thirty (30) days advance written notice from Seller. Such price shall be paid for all Product shipped hereunder on and after the date it becomes effective, unless subsequently again revised by Seller as provided herein. Seller as part of price adjustment notifications will address impact of pricing changes on ordering and shipments. Seller may impose a late payment service charge at a lawful rate on invoices not paid when due.

2.06 Buyer shall provide information on a quarterly basis to Seller on Applications for Products. The information will identify key specialty styles of Applications and the styles and quantity of Products consumed for each Application. DuPont reserves the right to audit or have a third party verification of the Applications using Products for the purpose of ascertaining compliance with the terms of this Agreement.

2.07 Buyer agrees that Buyer will not use the Seller name or any Seller trademarks in any way in association with Buyer’s products made from Product except in a listing of ingredients unless otherwise agreed in writing in advance by Seller. The Seller trademarks used on the Products are and shall be the exclusive property of DuPont. Buyer shall not register, or use, any DuPont trademark or trade name without prior written approval of DuPont. DuPont does not authorize Buyer to use Seller’s name, trademarks or trade names in connection with Buyer' sales, marketing and other business activities for Products except as approved by Seller in writing prior to any requested use. It is understood that business activities for Products, including customer marketing and sales, are the responsibility of Buyer. Buyer shall not register or use any trademark containing the name, or similarities of the name of Seller, its affiliates or subsidiaries, nor any of Seller’s trademarks, for the Products sold hereunder or articles made therefrom.

3. TERMS AND CONDITIONS OF SALE

3.01     Seller’s then-current standard Conditions of Sale set forth on the reverse side of Seller invoices shall apply to this Agreement and to all purchases under this Agreement. A copy of the Seller’s current Conditions of Sale is attached hereto as Schedule B. Conditions of Sale are subject to change upon thirty (30) days advance written notice from Seller.

3.02 In the event of a conflict between the terms and conditions of this Agreement and Seller’s Conditions of Sale, the terms and conditions of this Agreement shall prevail.

3.03 These Conditions of Sale supersede any conditions found on and purchase orders that may otherwise be used by Buyer and any such purchase order conditions shall be of no effect.

4. TERM

4.01 From February 1, 2010 to December 31, 2010, continuing in effect from calendar year to calendar year thereafter. After December 31, 2010, this Agreement may be terminated by either party on at least thirty (30) days prior written notice to the other party.

Page 2 of 8

Sale Agreement 2010

4.02 Notwithstanding Article 4.01 herein:

(a)In the event that either Party shall default in the performance of any obligation specified herein, the non-defaulting Party shall notify the defaulting Party in writing and, if such default is not remedied within thirty (30) days from date of such notice, or if the defaulting Party is diligently attempting to cure such default but is unable to cure such default within thirty (30) days from the date of such notice, then the non-defaulting Party shall have the right to terminate this Agreement immediately. If, in the non-defaulting Party’s sole opinion, such default may result in substantial property damage, injury, accident or death, the non-defaulting Party may, at any time, immediately suspend this Agreement without penalty or damages.

(b)Either Party may, at its sole option, terminate this Agreement upon prior written notice to the other Party should any of the following occur:

i)     if a voluntary petition in bankruptcy is filed by a Party or if a Party is adjudged a bankrupt; or

ii)    if a Party is insolvent or unable to make payments to creditors when due or takes advantage of any insolvency act or debtor’s relief act;

iii)   if a Party makes an assignment for the benefit of its creditors; or

iv)   if a Party takes any actions for its liquidation, winding up or dissolution.

(c)Termination under this Article or under any other Article of this Agreement shall not relieve or release either Party from any rights, liabilities or obligations which it has accrued prior to the date of such termination. Notwithstanding the foregoing, neither Party shall be liable to the other for any loss, expense, liability, termination compensation or payments of any kind arising solely from the exercise of its right to terminate hereunder in accordance with the terms of this agreement. Buyer shall return promptly to Seller all technical manuals, signs and other materials or property of Seller that may have been furnished to Buyer by Seller or any of its subsidiaries, together with all copies or reproductions or parts thereof.

5. GENERAL

5.01 Notices required hereunder shall be sent by certified mail, return receipt requested, or by facsimile confirmed by regular mail, or by overnight courier service, to the Party to be notified at its following address or at such other address as shall have been specified in written notice from the parry to be notified.

If to Seller, notices shall be addressed to:

E. I. du Pont de Nemours and Company

5401 Jefferson Davis Hwy

Richmond, VA 23234

Attn: Norfleet N. Smith, Jr.

Facsimile No: 804-383-2794

If to Buyer, notices shall be addressed to:

Lakeland Industries, Inc.

701 Koehler Avenue, Suite 7

Ronkonkoma, NY 11779-7410

Attn: Christopher J. Ryan and Gary Pokrassa

Facsimile No: 631-981-7851

Each notice sent in accordance with this section shall be deemed to have been received:

(a)on the third business day after it was mailed by certified mail, return receipt requested (excluding any business day which there existed any general interruption of postal services due to strike, lockout or other cause); or

(b)on the same day it was sent by facsimile transmission, or on the first business day thereafter if the day on which it was sent by facsimile transmission was not a business day.

(c)one business day after sending by overnight courier service

“Business day” shall be a business day in the jurisdiction of the recipient.

5.02 It is understood that U. S. Government export regulations restrict (unless the U. S. Government provides written authorization) the export of DuPont's technical information covered by this Agreement as well as Products made using the information. Accordingly, the Parties shall not directly or indirectly re-export such technical information, or Products made using such information, to countries deemed by the U.S. Government to be subject to restrictions. The obligations of this paragraph shall continue beyond the term of this Agreement.

Page 3 of 8

Sale Agreement 2010

5.03 Nothing in this Agreement shall be construed to grant Buyer any rights or license to any Seller patent, patent rights, trademark, trade name, certification mark or product except as specifically provided in this Agreement.

5.04 If any government action or request should place or continue limitations on the price for Product such that it would be illegal or against public or government policy for DuPont to charge, assess or receive the full amount of or to increase the price, then DuPont shall have the option (1) to continue to perform under the Agreement subject to such adjustments in prices that Seller may deem necessary to comply with such government action, (2) to revise the Agreement, subject to Buyer's approval in order to most nearly accomplish the original intent of the Agreement, or (3) to terminate performance of the affected portions of the Agreement without liability for any damages.

5.05 (a)                 In the event of litigation, the Parties agree that the Courts of the State of Delaware (including any federal courts whose jurisdiction encompasses the State of Delaware) shall be the sole and exclusive venue of any claim or action of any kind (whether in contract, warranty, tort, strict liability, by statute, or otherwise) to be commenced by either Party against the other.  Both Parties hereby consent to personal jurisdiction in the Courts of Delaware for purposes of any interpretation, enforcement or legal action concerning this Agreement;

(b)           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 jurisdiction;

(c)           The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement; and

(d)           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 reasonably cooperate with each other in the defense of such action and will seek, in good faith, the cooperation of any insurance company that may have an interest in the litigation.

5.06  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 of good faith, fair dealing or fiduciary obligations or any other similar obligation that were not the express basis of the bargain at the time this Agreement was made.

5.07  The Parties are sophisticated businesses with counsel to review the terms of this Agreement and the Parties represent that they have fully read this Agreement, and understand and accept its terms.

5.08  For convenience of the parties hereto, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original for all purposes

5.09  This Agreement (together with its Schedules and attachments) contains all of the terms and conditions and the entire understanding between the Parties, and supersedes any and all prior agreements between the Parties relating to the subject matter hereof.  The Parties agree there are no representations, oral or written, that are not merged herein and the Parties acknowledge they have not executed or authorized the execution of this instrument in reliance upon any agreement, understanding, condition, warranty or representation not contained herein.  These terms and conditions supersede any of a previous date on this topic, and no amendments, modifications thereof shall be binding on Seller or Buyer unless separately contracted in writing and agreed to by a duly authorized representative of the Parties, except as otherwise provided for herein.  No amendments or modifications shall be effected by the acknowledgment or acceptance of purchase order forms stipulating different conditions.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

LAKELAND INDUSTRIES, INC.	E. I. DU PONT DE NEMOURS AND COMPANY
By:	By :
Title:	Title:
Date:	Date:

Page 4 of 8

Sale Agreement 2010

SCHEDULE A

PRODUCTS AND PRODUCT SPECIFICATIONS AND PRICES

PRICE LIST - Tyvek® and Tychem®

PROTECTIVE APPAREL FABRICS FROM DUPONT

Account:   Lakeland Industries, Inc.

Roll goods prices per the effective date above and subject to change upon prior written notice.	DOMESTIC (N.A.) CONSUMPTION Licensee Price			DOMESTIC (N.A.) CONSUMPTION Non-Licensee Price
	PRICE	PRICE	PRICE	PRICE	PRICE	PRICE
STYLE	$/yd2	$/Lin yd	$/Roll	$/yd2	$/Lin yd	$/Roll
Tyvek®
1422A&R (28" & 39" O.D.)	*	*	*	*	*	*
1422A (21.5 O.D.) 17.125 inch wide	*	*	*	*	*	*
1422A (21.5" O.D.)	*	*	*	*	*	*
1422R (21.5" O.D.)	*	*	*	*	*	*
1622E	*	*	*	*	*	*
TYVEK FC (Width 59.75")	*	*	*	*	*	*
	*	*	*	*	*	*
Tychem®	*	*	*	*	*	*
QCY (Yellow) (Width 59.5")	*	*	*	*	*	*
QCG (Gray) (Width 59.5")	*	*	*	*	*	*
QCWH (White) (Width 59.5")	*	*	*	*	*	*
SL White (Width 59.5")	*	*	*	*	*	*
SL Gray (Width59.5")	*	*	*	*	*	*
F Gray (Width 60")	*	*	*	*	*	*
BR (Width 60")	*	*	*	*	*	*
LV (Width 60")	*	*	*	*	*	*
TK (Width 60")	*	*	*	*	*	*
	*	*	*	*	*	*
Tape	*	*	*	*	*	*
Tyvek® 1400T	*	*	*	*	*	*
Tychem® Tape 09	*	*	*	*	*	*

*[Redacted]

"Confidential Treatment Requested"

Page 5 of 8

Sale Agreement 2010

SCHEDULE B

SELLER CONDITIONS OF SALE

E. I. du Pont de Nemours and Company

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 ANY OTHER 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, EXCEED THE 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 ANY MANNER. FAILURE TO GIVE NOTICE OF A CLAIM WITHIN NINETY (90) DAYS FROM 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 ANY PRODUCT, 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 ANY PRODUCT, SERVICE, OR INFORMATION COVERED BY THIS AGREEMENT, AND THIS AGREEMENT SHALL BE DEEMED TO INCLUDE SUCH LANGUAGE AS MAY BE REQUIRED TO EFFECT SUCH WAIVER. WAIVER BY EITHER PARTY OF ANY DEFAULT BY THE OTHER HEREUNDER SHALL NOT BE DEEMED A WAIVER BY SUCH PARTY OF ANY DEFAULT BY THE 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 by any 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 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 and practical, 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.

Page 6 of 8

E. I. du Pont de Nemours and Company

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 falls 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 andSeller 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 a condition to proceeding to arbitration attempt in good faith to resolve any such claim or controversy by 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 andimpartial 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 of any 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 renderedby 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, seek or consent to class relief, or seek or consent to the consolidation or joinder of its claims with those of any third party. If anyclause 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

Page 7 of 8

E. I. du Pont de Nemours and Company

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

13. Except as otherwise expressly provided in any other term or condition of this Agreement, title, liability for and risk of loss to Product sold hereunder passes to Buyer upon loading for shipment at Seller's producing location.

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.

Ver.2/1/07

Page 8 of 8

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;

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

5. The registrant’s other certifying officer 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 14, 2010
	/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;

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

5. The registrant’s other certifying officer 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 14, 2010
	/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, 2010 (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 14, 2010	/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, 2010 (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 14, 2010	/s/Gary Pokrassa
	Gary Pokrassa,
	Chief Financial Officer