Exhibit
10.21













September 4, 2009





Lakeland
Industries, Inc.


701-07
Koehler Avenue


Ronkonkoma,
New York 11779


Attention:
Christopher J. Ryan, Chief Executive Officer


and Gary
Pokrassa, Chief Financial Officer





Re:           Default Under the Loan
Agreement




Dear Mr.
Ryan and Mr. Pokrassa:




Reference is hereby made to that
certain Loan Agreement dated as of July 7, 2005 (as amended, the “Agreement”),
by and between LAKELAND
INDUSTRIES, INC. (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION(the “Bank”).  Capitalized terms used herein and not otherwise
defined shall have the meaning provided in the Agreement.




Pursuant
to the terms of the Agreement, the Borrower requested and the Bank made a
certain Revolving Loan in the original principal amount of
$25,000,000.00.  Pursuant to the terms of a certain Third Modification
to the Note and Loan Agreement and Reaffirmation of the Guaranty dated as of May
13, 2008 and evidenced by a Second Amended and Restated Note dated as of May 13,
2008 (the “Second Amended Note”), the principal amount of the Revolving Loan was
increased to $30,000,000.00.  The Loans are guaranteed by Laidlaw,
Adams & Peck, Inc.; Lakeland de Mexico S.A. de C.V.; Lakeland Industries
Europe Limited; Lakeland Protective Wear Inc.; Dao Maytung Healthcare Co., Ltd.;
Weifang Lakeland Safety Products Co., Ltd.; Weifang Meiyang Protective Products
Co., Ltd.; Industrias Lakeland S.A. de C.V.; Lakeland Protective Real Estate,
Inc.; Lakeland Industries, Inc.; Agencia en Chile; Lakeland Japan, Inc.; RFB
Lakeland Industries Private Limited; and Lakeland India Private Limited,
Lakeland Gloves and Safety Apparel Private Limited (each herein a
“Guarantor”).




As of the date hereof, the Borrower is
not in compliance with the Funded Debt to EBITDA covenant for the fiscal quarter
ending July 31, 2009, set forth in that Section of the Agreement entitled
“Financial Covenants” and, therefore, an Event of Default, as defined in the
Second Amended Note, currently exists (the “Existing Default”).  The
Bank hereby gives notice to the Borrower and, by copy of this letter, to each
Guarantor, of the Existing Default and hereby waives the Existing
Default.







Notwithstanding the foregoing, the Bank
hereby advises the Borrower and each Guarantor that the Bank reserves all of its
rights and remedies under the Agreement and the Loan Documents.  To
ensure that there is no misunderstanding, we would like to emphasize that (i)
the Bank has not waived any existing or future Defaults or Events of Default
under the Agreement (except for the Existing Default), (ii) the Bank is not
obligated in any way to forbear from enforcing its rights or remedies under the
Agreement, the Loan Documents, the Guaranty or any other instrument, document or
agreement which evidences, governs or secures the Loans under all applicable
law, all rights with respect to which are expressly reserved by the Bank, (iii)
except as set forth herein with respect to the Existing Default, neither the
Borrower nor any Guarantor should assume that the Borrower has any commitment
from the Bank to forbear or “stand still” and (iv) no past or future forbearance
on the part of any of the Bank should be viewed as a limitation upon or waiver
of the absolute right and privilege of the Bank to exercise any remedies that
currently (except for the Existing Default) or may in the future
exist.




Except as
set forth herein, the Loan Agreement, the Second Amended Note, and all other
Loan Documents shall remain unmodified and in full force and
effect.




Please
acknowledge your acceptance and each Guarantor’s acceptance of the agreement
contained in this letter by signing in the space provided below.






Yours
      truly,
              
              Wachovia
      Bank, National Association
              
              
              
              By:
      /s/
      Dan O’Donnell
              Dan
      O’Donnell, Senior Vice President
              
              
              Lakeland
      Industries, Inc.
              
              
              
              By:
      /s/ Gary
      Pokrassa
              
              Gary
      A. Pokrassa, Chief Financial
Officer











Laidlaw,
      Adams & Peck, Inc.
              
              
              
              By:/s/ Gary
      Pokrassa
              
              Gary
      A. Pokrassa, Chief Financial Officer
              
              
              
              Lakeland
      de Mexico S.A. de C.V.
              
              
              
              By:/s/ Gary
      Pokrassa
              
              Gary
      A. Pokrassa, Chief Financial Officer
              
              
              
              Lakeland
      Industries Europe Limited
              
              
              
              By:/s/ Gary
      Pokrassa
              
              Gary
      A. Pokrassa, Chief Financial Officer
              
              
              
              Lakeland
      Protective Wear Inc.
              
              
              
              By:/s/ Gary
      Pokrassa
              
              Gary
      A. Pokrassa, Chief Financial Officer









Qing
      Dao Maytung Healthcare Co., Ltd.
                
                
                
                By:/s/ Gary
      Pokrassa
                
                Gary
      A. Pokrassa, Chief Financial Officer
                
                
                
                
                Weifang
      Lakeland Safety Products Co., Ltd.
                
                
                
                By:/s/ Gary
      Pokrassa
                
                Gary
      A. Pokrassa, Chief Financial Officer
                
                
                
                Weifang
      Meiyang Protective Products Co., Ltd.
                
                
                
                By:/s/ Gary
      Pokrassa
                
                Gary
      A. Pokrassa, Chief Financial Officer
                
                
                
                Industrias
      Lakeland S.A. de C.V.
                
                
                
                By:/s/ Gary
      Pokrassa
                
                Gary
      A. Pokrassa, Chief Financial Officer







Lakeland
      Protective Real Estate, Inc.
                
                
                
                By:/s/ Gary
      Pokrassa
                
                Gary
      A. Pokrassa, Chief Financial Officer
                
                
                
                Lakeland
      Industries, Inc., Agencia en Chile
                
                
                
                By:/s/ Gary
      Pokrassa
                
                Gary
      A. Pokrassa, Chief Financial Officer
                
                
                
                Lakeland
      Japan, Inc.
                
                
                
                By:/s/ Gary
      Pokrassa
                
                Gary
      A. Pokrassa, Chief Financial Officer
                
                
                
                RFB
      Lakeland Industries Private Limited
                
                
                
                By:/s/ Gary
      Pokrassa
                
                Gary
      A. Pokrassa, Chief Financial
Officer







Lakeland
      India Private Limited
                
                
                
                By:/s/ Gary
      Pokrassa
                
                Gary
      A. Pokrassa, Chief Financial Officer
                
                
                
                Lakeland
      Gloves and Safety Apparel Private Limited
                
                
                
                By:/s/ Gary
      Pokrassa
                
                Gary
      A. Pokrassa, Chief Financial Officer
                
                
                
                Qualytextil
      S.A.
                
                
                
                By:/s/ Gary
      Pokrassa
                
                Gary
      A. Pokrassa, Director
 cc:  Matthew
C. Susman, Esq.