Exhibit 10.23

                             SHARE HOLDERS AGREEMENT
                             -----------------------

This Share Holder  Agreement  made this 11th day of October 2005 is entered into
by and between:

Lakeland  Industries Inc., a Delaware  corporation having its principle place of
business at 701-7 Koehler Ave, Ronkonkoma,  NY 11779, through Mr. Christopher J.
Ryan  (hereafter  referred to as  "Lakeland")  which  expression  shall mean and
include its successors, administrators and permitted assigns, of the first part.

                                       AND

Mr. P. S.  Ratra son of Late Mr.  G. S.  Ratra  resident  of A-33,  New  Friends
Colony,  New Delhi - 110 065, India  (hereinafter  referred to as "PSR"),  which
expression shall mean and include her heirs, legal  representatives,  successors
in interest, administrators and permitted assigns, of the second part

                                       AND

Mr.  Kamal  Ratra son of Late Mr. G. S.  Ratra  resident  of A-33,  New  Friends
Colony,  New Delhi - 110 065, India  (hereinafter  referred to as "KSR"),  which
expression shall mean and include his heirs, legal  representatives,  successors
in interest, administrators and permitted assigns, of the third part

(Collectively "Parties").


                                       1
<PAGE>

WHEREAS

A.    Lakeland is desirous of having a  manufacturing  activity  for  industrial
      gloves (the Products) in India;

B.    PSR and KSR are engaged in the  business of  manufacture  of the  Products
      from their  manufacturing  facility  in the name of their  company M/s RFB
      Latex Limited of which they are the controlling shareholders;

C.    In order to assess the market  condition  and  potential of the  business,
      Lakeland  has  decided  to  initially   procure  the  Products   from  the
      manufacturing facility of PSR and KSR;

D.    In order to carry out the intended activity, a joint venture company is to
      be  incorporated  who will undertake the activity of procuring and sale of
      the Products;

E.    The  Parties  have  joined  hands  to  participate  in the  said  business
      activities  by  subscribing  to  the  shareholding  of  a  company  to  be
      incorporated in the name of M/s RFB Lakeland  Industries  Private Limited;
      and

F.    The shareholding of the Parties hereto in the said company will be held in
      accordance with this Agreement;

Now in consideration  of mutually  dependent  covenant set forth hereafter,  the
Parties agree as follows:

                                    ARTICLE-1
                                   DEFINITIONS

In this Agreement:

(a)   the Article  headings and numberings are for convenience only and shall be
      ignored in the interpretation of this Agreement;

(b)   the singular includes the plural and vice versa;

(c)   references to any  agreements  or Applicable  Law include any amendment or
      replacement thereof, in whole or in part;

(d)   references  to Articles  and  Annexes  are,  unless the context  otherwise
      requires, references to Articles and Annexes of this Agreement; and


(e)   terms defined in this Article shall have the meaning  ascribed herein when
      used in capitalized form elsewhere in this Agreement.

"Act" shall mean Companies Act, 1956

"Agreement" means this Agreement and includes all  modifications,  alternations,
additions or deletions thereto made or entered into in writing after the date of
execution hereof.


                                       2
<PAGE>

"Applicable Law" means all statutory and un-codified laws,  rules,  regulations,
delegated legislation, ordinance, judicial pronouncements, decrees and orders of
courts to which  either  Party are subject by virtue of their  being  citizen of
this country or by reason of the performance of their respective  obligations or
the enjoyment of their rights in accordance hereunder.

"Approval" means all permissions, consents, validation,  confirmation,  licenses
and  authorization  whether  obtained  and / or required  to be  obtained  under
Applicable  Laws to enable  Parties to perform all their  obligations  and enjoy
their rights hereunder.

"Articles of Association" means the Articles of Association of the Company.

"Board of Directors" means the Board of Directors of the Company.

"Business"  means the  business  of the  Company  and / or  Subsidiaries  of the
Company undertaken pursuant to this Agreement.

"Chairman" means the Chairman of the Board of Directors.

"Company" shall mean M/s RFB Lakeland Industries Pvt. Ltd.

"Deadlock Notice" means the Notice referred to in Article 10.

"Director" means a member of the Board of Directors.

"Effective  Date" means that date on which the Parties  declare the  achievement
of, each and every condition precedent set forth in Article 2.

"Force  Majeure" shall mean any event or combination of events or  circumstances
beyond the  reasonable  control of either  Party which cannot by the exercise of
reasonable diligence be prevented or caused to be prevented,  cannot despite the
adoption of reasonable  precaution and/or alternative  measures be prevented and
which materially and adversely affect such Party's  performance of its duties or
obligations or enjoyment of its rights under this Agreement and includes:

      (a)   acts of God  including  but not  limited  to fire,  draught,  flood,
            earthquake, epidemics and other natural disasters;

      (b)   explosions, accidents, air crashes and shipwrecks;

      (c)   blockades,  embargoes, and sabotage,; (d) strikes,  work-to-rules or
            similar labor  difficulties  not attributable to any unfair policies
            of any Party; and

      (e)   the promulgation of or restrictions placed under, onerous Applicable
            Law;

      (f)   any event or circumstances analogous to the foregoing.


                                       3
<PAGE>

Provided  that  insufficiency  of funds shall not  constitute  an event of Force
Majeure.

"Fundamental Issue" shall have the meaning set forth in Article 9.

"Memorandum of Association" means the Memorandum of Association of the Company.

"Notice" means a written communication by one Party to the other Party pursuant
hereunder forwarded for delivery by prepaid courier or registered airmail and
confirmed by facsimile at the following addresses and Fax numbers, such as may
be amended from time to time by Notice:

Lakleland         Address: 701-7, Koehler Ave.
                           Ronkonkoma, NY 11779

                  Fax No.:

PSR               Address: A-33, New Friends Colony,
                           New Delhi - 110 065

                  Fax No.:

KSR               Address: A-33, New Friends Colony,
                           New Delhi - 110 065

                  Fax No.:

Unless otherwise proved by competent evidence under Applicable Laws, all Notices
shall be deemed to have been  delivered one week after the date of their posting
by courier or twenty four hours  after they are  transmitted  through  facsimile
whichever is later.

"Party" means either Lakeland or PSR or KSR as applicable

"Parties" means collectively Lakeland, PSR and KSR.

"Subsidiary Company" shall have the same meaning as assigned under the Act.

                                   ARTICLE -2
                              CONDITIONS PRECEDENT
                                       AND
                              CONDITIONS SUBSEQUENT

2.1   Except as may be  expressly  waived by Parties in  writing,  it shall be a
      condition  precedent to the  commencement of either Party's  obligation to


                                       4
<PAGE>

      subscribe to or purchase  the shares and make payment of share  capital to
      the  Company  pursuant  to Article 4 that the  Company  (M/s RFB  Lakeland
      Industries Pvt. Ltd.) shall have been duly incorporated  under the laws of
      India;

                                    ARTICLE-3
                                     OBJECT

3.1   The Parties state that in entering into this Agreement, it is their intent
      and commercial object:

      (a)   that they plan,  implement,  operate and conduct the Business of the
            Company in accordance with this Agreement; and

      (b)   to provide  Lakeland  with an  investment  opportunity  that ensures
            returns  commensurate  with  its  investment  in  equity  and  other
            contributions to the Company.

      The Parties agree to exercise  their best endeavor to achieve these stated
      objectives and to ensure the success of the Business.

3.2   The  Memorandum of Association  and the Articles of  Association  shall be
      amended to:

      (a)   be in form and substance acceptable to the Parties; and

      (b)   shall   incorporate  all  the  terms  of  this  Agreement  and  such
            amendments  thereto  as are made  from time to time,  to the  extent
            permitted under Applicable Laws.

                                    ARTICLE-4
                                  SHARE CAPITAL

4.1   The initial,  authorized  equity share capital of the Company shall be Rs.
      1,00,00,000/-  (Rupees one crore only) divided into 10,00,000/-  shares of
      Rs. 10/- each.  The category of shares such as equity shares or preference
      shares  shall be decided by the Board of  Directors of the Company in view
      of the  requirement  of the Business of the  Company.  The initial paid up
      capital of the Company shall be Rs. 1,00,000/- (rupees one lakh only).

4.2   Subject to and in accordance with this Agreement, Lakeland will hold 9,500
      equity  shares of the Company and PSR and KSR  collectively  will hold 500
      equity shares of the Company. Thus, Lakeland shall hold 95% of the paid up
      share capital of the Company and PSR and KSR collectively shall hold 5% of
      the paid up share capital of the Company.


                                       5
<PAGE>

4.3   At the time of incorporation of the Company,  Mr.  Christopher J. Ryan and
      Mr. P. S. Ratra and Mr. K. S. Ratra  shall  subscribe  their  names to the
      Memorandum and Articles of Association of the Company.

4.4   Within  five  days of  Effective  Date,  Lakeland,  PSR and KSR  agree  to
      subscribe to the initial paid-up capital of the Company. The initial share
      capital shall be issued and subscribed  and paid by Lakeland,  PSR and KSR
      in accordance with the requirements of the Company at par value.

4.5   Each share shall carry one vote at all general meetings.

4.6   KSR shall cause the Company to issue share certificates upon the allotment
      of shares to the  Parties  expeditiously  and,  in any  event,  within the
      stipulated period under the Act.

                                   ARTICLE - 5
                        INCREASE AND DECREASE IN CAPITAL

5.1   Any and all increase of the authorized share capital shall be decided in a
      shareholders' meeting in accordance with Applicable Laws. Each Party shall
      have the right to  subscribe to any increase in the paid up capital of the
      Company pro-rata to their shareholding in accordance hereunder.  If either
      Party  will or  cannot  contribute,  wholly  or in  part to the  increased
      capital,  the other  Parties  shall  have a right of first  refusal to the
      un-subscribed capital. Each Party recognizes that in the event it does not
      take up the shares offered to it, its  proportionate  shareholding  in the
      increased equity capital of the Company shall stand diluted.

5.2   A  decrease  of the  issued  share  capital  shall  also be  decided  by a
      shareholders' meeting in accordance with Applicable Laws.

                                    ARTICLE-6
                            MEETINGS OF SHAREHOLDERS.

6.1   The shareholders' meeting shall be the supreme body of the Company. Unless
      otherwise provided in this Agreement,  the general meeting of shareholders
      shall have such powers as are conferred upon it under  Applicable Laws and
      under the Articles of Association as are from time to time in effect.

6.2   The statutory General Meeting of the Company shall be held within 6 months
      from the date of incorporation of the Company.

6.3   The first  Annual  General  Meeting  shall be held not later than one year
      from the date of the statutory  General  Meeting and  thereafter  within 6
      months after the end of each financial year of the Company.


                                       6
<PAGE>

6.4   The Board of Directors, upon request of members representing at least 10 %
      of the  shares  having  right  to  vote  on  that  matter,  shall  call an
      extra-ordinary  General  Meeting of the  Company,  and the Agenda for such
      Extra-ordinary  General Meeting shall include the terms as proposed by the
      shareholders asking for such meeting.

6.5   The  notice   convening  the  General  Meeting  shall,   unless  otherwise
      unanimously  agreed,  be sent by telex,  telefax or cable and confirmed by
      simultaneous  dispatch of  Registered  mail to every  shareholder  and the
      Parties,  not later than 21 clear days  before the  meeting.  Such  notice
      shall include the Agenda,  and specify place and date of the meeting.  Any
      enclosures to the Agenda shall at least be specified in the telex, telefax
      or cable and be forwarded with the confirmation letter.

6.6   Subject to the  provisions of the Act, a shareholder  shall have the right
      to  be  represented  at  a  General  Meeting  by a  proxy  who  shall  not
      necessarily have to be a shareholder of the Company.

                                    ARTICLE-7
                               BOARD OF DIRECTORS

7.1   The  responsibility  for the management of the affairs of the Company will
      rest with its Board of Directors, which will be composed of representative
      of the Parties nominated and elected in accordance hereunder.

7.2   The  members  of  the  Board  of  Directors  shall  be  appointed  by  the
      shareholders in a General  Meeting.  The members of the Board of Directors
      shall not be required to hold any qualification share in the Company.

7.3   The Board of Directors  will comprise of not less than two members and not
      more than eight members.

7.4   It is  agreed  by and  between  the  Parties  that  the  Parties  who have
      subscribed to the  Memorandum  and Articles of  Association of the Company
      shall be the first  directors  of the Company.  It is further  agreed that
      within one week of  incorporation  of the Company,  the Board of Directors
      shall be reconstituted with eight members,  of whom six Directors shall be
      nominated by Lakeland and two Directors  shall be nominated by PSR and KSR
      jointly. Each member of the Board of Directors will have one vote.

7.5   The Board of Directors  shall cause one amongst  them to be the  Chairman.
      The Chairman shall be a nominee of Lakeland.  The Chairman of the Board of
      Directors shall have a casting vote.

7.6   The Board of  Directors  shall  have the  overall  responsibility  for the
      general  course of business of the Company.  The Board of Directors  shall


                                       7
<PAGE>

      exercise  supervision  over the management of the Company and periodically
      appraise the performance of the management.

7.7   The working  language at the meetings and in all written  material will be
      the English language.

7.8   The  Board  of  Directors  shall  meet at least  four  (4)  times in every
      calendar year when duly called for in writing by the Chairman.  The notice
      period shall be at least three clear days,  provided that with the consent
      of all the members of the Board of Directors, a meeting may be convened by
      a shorter  notice.  The  notice  shall  contain  an Agenda  for the called
      meeting.  The Board Meetings  shall take place in Delhi,  or at such other
      place as the Parties may decide from time to time.

7.9   The quorum for a meeting of the Board of Directors of the Company shall be
      one third of the total number of Directors including at least one Director
      nominated by Lakeland.

7.10  A resolution  in writing  signed by all the  Directors  for the time being
      entitled to receive  notice of a meeting of the Board of Directors  shall,
      subject to the  provisions  of the Act, be as valid and effectual as if it
      had been passed at a meeting of the Board of Directors  duly  convened and
      held. Any resolution so adopted shall be placed on the Agenda for the next
      meeting formally convened, for being taken on record.

7.11     If any member of the Board of Directors is expected to be prevented for
         a period of more than 3 (three) months to participate in the meetings
         of the Board of Directors, the nominating Party of such member may
         appoint a person to act as alternate member during such absence, and
         the Board of Directors shall accept such appointment.

                                    ARTICLE-8
                               FUNDAMENTAL ISSUES

8.1   Not  withstanding any power conferred to the Board under this Agreement or
      the Act or the Articles of Association,  no resolution,  in respect of the
      following matters (the `Fundamental Issues'), shall be deemed to have been
      duly passed by the Board of  Directors,  unless  approved by a majority of
      Directors,  which majority  shall  comprise of an  affirmative  vote of at
      least one Director nominated by Lakeland.

      a)    any reorganization of the share capital of the Company including any
            new issue of share capital or obligations  convertibles into shares,
            capitalization/ redemption of shares;

      b)    the  making  of  any  loans  or the  giving  of  any  guaranties  or
            indemnities by the Company;


                                       8
<PAGE>

c)    any borrowing or financial accommodation;

d)    the sale or disposal of any fixed assets of the  Company,  with or without
      consideration,  with a market  value in aggregate in excess of INR 110,000
      (Rupees  one lakh ten  thousand  only)  except in the  ordinary  course of
      business;

e)    disposal of any assets of value INR 110,000  (Rupees one lakh ten thousand
      only) below fair market value to individuals, or related parties;

f)    the sale or disposal of the whole or a  substantial  part of the assets of
      the Company;

g)    the  amalgamation  or merger of the  Company  with any  other  company  or
      concern;

h)    any alteration or amendments to the Memorandum of Association and Articles
      of Association;

i)    the  commencement  of a new  activity or business by the  Company,  or any
      change in the  geographical  area of business,  other than as envisaged in
      this Agreement;

j)    the formation of any subsidiary of the Company and the
                  appointment of its Directors;

k)    the  acquisition  by the Company of any shares or investments in any other
      company;

l)    compromising  or  compounding  of  any  third  party  claims  or  disputes
      concerning the Company;

m)    the giving or granting of any lien or security interest over any assets of
      the Company,  other than  statutory  liens arising by operation of law, or
      pledging or  encumbering  any of Company's  assets,  and entering into any
      guarantee or indemnity by the Company;

n)    all contracts and arrangements between the Company and any Party;

o)    the  acquisition  of  any  business  either  directly  by the  Company  or
      indirectly   through  any  other  firm  or  company   whether  carried  on
      individually or through a partnership or otherwise

                                    ARTICLE 9
                                   MANAGEMENT


                                       9
<PAGE>

9.1   The Board of Directors  shall appoint the Chief  Executive  Officer of the
      Company  who  shall  also be its  Managing  Director.  It is agreed by and
      between the Parties that so long as Lakeland  continues to be the majority
      shareholder  of the Company,  Mr.  Christopher  J. Ryan shall be the Chief
      Executive  Officer of the  Company.  The terms of  agreement  between  the
      Company  and  Mr.  Christopher  J.  Ryan  shall  be  incorporated  in  the
      Management Agreement.

9.2   The  management,  headed by the Chief  Executive  Officer of the  Company,
      shall be responsible for its day-to-day business.

                                   ARTICLE 10
                           DISTRIBUTION OF DIVIDENDS.

      The Annual General Meeting shall be the final body to determine the amount
      of profits out of the distributable reserves that are available for actual
      distribution  to the parties as share holders of the Company,  taking into
      account that no dividend will be paid out until positive  accumulated cash
      flow has been achieved.

                                   ARTICLE 11
                               TRANSFER OF SHARES

11.1  A Party's ability to sell, assign, transfer, pledge, encumber or otherwise
      dispose of  (collectively  referred to as a "Transfer")  any or all of its
      shares in the Company shall be governed by the provisions of this Article.

11.2  No  shareholder  shall be permitted  to Transfer  shares held by it in the
      Company  prior to the end of five years from the date of either  allotment
      or purchase of shares of the  Company  unless the  Transfer is approved by
      the Parties.

11.3  If the Disposing  Shareholder  wishes to Transfer any or all of its shares
      in the Company ("Share  Package") to a third party (which expression shall
      include an existing  shareholder in the Company),  the other  shareholders
      and the Company  shall be promptly  informed by Notice in writing  setting
      out the identity of the third party and the price and other terms  offered
      by the third  party.  In this  event,  the other  Party shall have a right
      either to purchase the entire,  but not part of the,  Share Package at the
      price and on the terms offered by the third party or sell its shareholding
      along with the Disposing Shareholder on prorata basis (Tag Along Right).

11.4  If under the  procedures  referred  to in Articles  11.3 above,  the other
      Party do not elect  within the stated  period to purchase all of the Share
      Package or Tag Along Right, then the Disposing  Shareholder shall within a
      period of 3 (three)  months  following  expiry of the  stated  periods  as
      aforesaid,  have the right to sell the Share  Package  to the third  party
      identified  in


                                       10
<PAGE>

      Article  11.3 at the  price  (but not below  the  price)  and on the terms
      originally proposed. It is a pre-condition for the registration of a third
      party as a shareholder that such third party agrees to be bound by all the
      terms  and  conditions  of  this  Agreement  and  to  assume  all  of  the
      obligations hereunder and under other agreements to the same extent as the
      Disposing Shareholder and that such third party is neither a competitor of
      Parties nor a convicted felony in any jurisdiction in India or USA.

11.5  If under the  procedures  referred  to in Articles  11.3 above,  the other
      Party elect for Tag Along Right, the third party shall purchase the shares
      and the  Disposing  Shareholder  shall  cause the third  party to purchase
      shares from the other  Party on prorata  basis at the price (but not below
      the price) and on the terms originally proposed. It is a pre-condition for
      the  registration of a third party as a shareholder  that such third party
      agrees to be bound by all the terms and  conditions of this  Agreement and
      to assume all of the obligations  hereunder and under other  agreements to
      the same extent as the Disposing Shareholder.

11.6  In the event that a shareholder  goes  bankrupt,  suspends  payments or is
      otherwise  subjected  to  a  general  creditor   arrangement,   then  such
      circumstances  shall be deemed as a proposed  Transfer  enabling the other
      Party to exercise their right of first refusal to the shares. The price to
      be paid for such shares shall be the market  price of such shares.  In the
      event of Parties inability to agree on the market price, the price of such
      shares shall be fixed by an  internationally  recognized firm of chartered
      accountants.

                                   ARTICLE 12
                         REPRESENTATIONS AND WARRANTIES

12.1  PSR and KSR hereby represents and warrants to Lakeland that:

      (a)   they have  requisite  legal power and  authority  to enter into this
            Agreement  and  perform  their  duties  and  obligations  under this
            Agreement;

      (b)   this Agreement  constitutes the legal,  valid and binding obligation
            enforceable against them in accordance with the terms hereof;

      (c)   the execution,  delivery and  performance of this Agreement shall be
            duly  authorized  by all  requisite  actions  and  will not to their
            knowledge constitute a violation of (1) any relevant Applicable Law,
            and (2) any indenture, contract or agreement to which they are party
            or by which they or their property are bound.;

      (d)   there are no actions,  suits or  proceedings  pending or  threatened
            against them before any court or tribunal  that could  reasonably


                                       11
<PAGE>

            be expected  to affect  materially  and  adversely  their  financial
            condition or  operations or their ability to perform their duties or
            obligations hereunder; and

      (f)   no  representation  or warranty made by it herein contain any untrue
            statement  of  material  facts or omits  to  state a  material  fact
            necessary to make any statement made not misleading.

                                   ARTICLE 13
                              TERM AND TERMINATION.

13.1  Subject to its provisions, the Agreement shall be binding upon the Parties
      from the date of its execution and shall remain valid and in effect for so
      long as the Parties are shareholders in the Company.  This Agreement shall
      terminate  forthwith and with effect from the date when any Party's entire
      shareholding  in the Company is sold in accordance  with its provisions so
      far as the Party  selling the shares is  concerned.  The  Agreement  shall
      continue to be valid and binding on the remaining  Parties who continue to
      be the shareholders of the Company.

13.2  In the event that within two months of the date of execution  hereof,  the
      condition  precedent set forth in Article 2 has not been achieved,  either
      Party  shall be at liberty to  terminate  this  Agreement  by a thirty day
      Notice.  Provided however that such termination shall be without prejudice
      to either  Party's  accrued  rights  prior to the issue of such  Notice of
      termination.

13.3  This Agreement may be terminated at the option of any Party:

      (a)   if so agreed in writing by all the Parties; or

      (b)   if any Party  hereto fails to observe or perform any of its material
            obligations  under  this  Agreement  (`Defaulting  Party')  and such
            failure is not  remedied  within  thirty days after  written  Notice
            thereof by the Party not in default (the `aggrieved Party')

13.4  In the event of termination  of this  Agreement  pursuant to Article 13.3,
      the following shall apply:

      (a)   the  Defaulting  Party shall be liable to  compensate  the Aggrieved
            Party for any and all  damages  payable  under  Applicable  Law as a
            result of such default; and

      (b)   the Defaulting  Party, at the option of the Aggrieved  Party,  shall
            transfer  at the  lower of market  value or par  value,  its  entire
            shareholding in the Company.


                                       12
<PAGE>

13.5  Any shares sold by the Defaulting  Party pursuant to this Article shall be
      sold by the Party as owner and free from  encumbrances and such sale shall
      include all rights attaching to those shares.

                                   ARTICLE 14
                                 FORCE MAJEURE.

14.1  Subject to such specific  exclusions  as are set forth in this  Agreement,
      neither  Party shall be liable for any failure or delay in complying  with
      or  performing  its  obligations  and duties  under this  Agreement to the
      extent  such  failure  or  delay  is due to one or more  events  of  Force
      Majeure,  and/or a breach  hereunder  by the other  Party,  and the period
      allowed for the  compliance or  performance  by a Party of such duties and
      obligations  shall be  extended  for the  duration  of such event of Force
      Majeure and/or breach as above said.

14.2  The  occurrence  of an event of Force  Majeure  shall  entitle  the  Party
      directly  affected  thereby to  postpone  any  measure in  performing  its
      obligation   under  this   Agreement   which  is   prevented  or  rendered
      unreasonably burdensome, provided that the Party so affected shall use its
      best efforts to mitigate such event of Force Majeure and shall  recommence
      performance  hereunder  with the  utmost  dispatch  wherever  such  effect
      ceased.

14.3  A Party  claiming  the  effect of an event of Force  Majeure  shall not be
      entitled to the benefit of this Article unless it expeditiously  gives the
      other  Parties  Notice  thereof.  Upon  cessation  of the  event  of Force
      Majeure, the Party claiming Force Majeure shall by Notice communicate such
      cessation.

                                   ARTICLE 15
                               GENERAL PROVISIONS.

15.1  This  Agreement  shall not be amended or modified in any respect except in
      writing executed by a duly authorized representative of each Party.

15.2  This  Agreement   supersedes  all  prior   arrangements,   understandings,
      negotiations,  representations,   warranties,  agreements,  memorandum  of
      understanding,  whether  verbal or  written,  with  respect to the subject
      matter hereof.

15.3  Except as  specifically  set forth  herein,  the  rights  and  obligations
      hereunder  cannot be assigned by any Party to any other party  without the
      prior written consent of the other Party.

15.4  The failure of any Party to insist upon  strict  adherence  to any term of
      the  Agreement  on any  occasion  shall not be  considered a waiver of any
      right


                                       13
<PAGE>

      hereunder  nor shall it  deprive  such  Party of the right  thereafter  to
      insist upon strict adherence to that term or any other of the Agreement.

15.5  Each right,  power and remedy provided for herein or hereafter existing at
      law, by statute or otherwise,  shall be cumulative and the exercise or the
      forbearance of exercise by any Party of one or more of such rights, powers
      or remedies (including termination) shall not preclude the simultaneous or
      later  exercise  by such  Party of any of all of such  rights,  powers  or
      remedies.

15.6  If any  provision  of the  Agreement,  or the  application  thereof to any
      person or circumstances, shall for any reason or to any extent, be invalid
      or  unenforceable,  such  invalidity  or  enforceability  shall not in any
      matter  affect or render  invalid or  unenforceable  the  remainder of the
      Agreement,  and the  application  of that  provision  to other  persons or
      circumstances shall not be affected but, rather,  shall be enforced to the
      extent permitted by law. In the event of the invalidity or  enforceability
      of any  provision of the  Agreement or of the  application  thereof to any
      person or  circumstances,  the Parties shall, at the request of any of the
      Parties,  negotiate in good faith to agree on changes or amendments to the
      Agreement  which are required to carry out the intent and  accomplish  the
      purpose of the Parties pursuant  hereunder and the Company in the light of
      such invalidity or enforceability.

15.7  Each Party hereto shall  cooperate and shall take such further  reasonable
      action and shall  execute and deliver  such  further  documents  as may be
      reasonably requested by the other Parties hereto in order to carry out the
      intent and accomplish the purpose of this Agreement and the Company.

                                   ARTICLE 16
                           OBLIGATIONS OF PSR AND KSR

16.1  During the currency of the Agreement and the Supply Agreement, PSR and KSR
      agree  that  they will not in any way,  directly  or  indirectly,  manage,
      operate,  control,  accept  employment  or a consulting  position  with or
      otherwise  advise or assist or be  actively  connected  with,  directly or
      indirectly,  any enterprise which engages in, or otherwise carries on, any
      business  activity in  competition  with the Company or the business to be
      optionally  acquired by the Company,  if their activity or service to such
      enterprise  could have an adverse  effect on the Company or the optionally
      Acquired Business in any geographic region in the world. PSR and KSR agree
      that during the  currency of the  Agreement  they will not take any action
      which  might  divert  from the Company or  Lakeland,  or their  respective
      successors or assigns,  any opportunity which would be within the scope of
      any of their respective present or future operations or business.


                                       14
<PAGE>

16.2  PSR and KSR agree not to disclose at any time to other than the Company or
      any of its  affiliates  or use,  except  in each  case in  pursuit  of the
      business of the Company or its affiliates,  any proprietary information of
      the Company or of any of its affiliates whether they have such information
      within their memory or it is embodied in writing or other  physical  form.
      For purposes of this agreement, the phrase "proprietary information" means
      all  information,   such  as,  without  limiting  the  generality  of  the
      foregoing,  customer accounts,  sales, development or financing procedures
      or methods of the Company or any of its affiliates or related  entities to
      specific  business matters such as, without limiting the generality of the
      foregoing, the identity of suppliers, customers, contractors or lenders or
      accounting procedures of the Company or its affiliates.

16.3  PSR and KSR agree that any and all improvements,  inventions, discoveries,
      formulae,  processes  or  methods  relating  to  Business  which  they may
      conceive or make during the  currency  of this  Agreement  for the Company
      shall be the sole and exclusive property of the Company. PSR and KSR will,
      whenever  requested to do so by the Company and at the Company's  expense,
      execute  and  sign  any  and  all  applications,   'assignments  or  other
      instruments and do all other things which it reasonably may deem necessary
      or appropriate in order to apply for, obtain, maintain, enforce and defend
      letters patent of the United States or of any foreign  country for such of
      the improvements,  inventions, discoveries, formulae, processes or methods
      as shall  be the sole and  exclusive  property  of the  Company  or as the
      Company  shall have elected to acquire as provided for above,  or in order
      to assign  and  convey  otherwise  make  available  to the  Company or any
      affiliate,  as the case may be, the sole and  exclusive  right,  title and
      interest in and to said improvements,  inventions,  discoveries, formulae,
      processes or methods.

16.4  PSR and KSR shall  make  their  best  efforts  and  devote an  appropriate
      portion of their time in the  manufacturing  of the Products and for sales
      of Company's Products.  In consideration of their obligations as contained
      hereinabove and in consideration of their efforts  resulting into increase
      in sales and  profits of the  Company,  Lakeland  shall sell a part of its
      shareholding  to them in the manner and to the extent as  detailed  herein
      below:

      In the case of KSR:

      (a)   on October  2006,  Lakeland  shall sell 280 equity shares out of the
            total shares held by it to KSR at par subject to the condition  that
            the sale of the Product of the Company by KSR personally in the year
            one has exceeded $ 700,000 USD;

      (b)   on October 2007,  Lakeland  shall further sell 280 equity shares out
            of  the  total  shares  held  by it to KSR  at  par  subject  to the
            condition


                                       15
<PAGE>

            that the sale of the Product of the Company by KSR personally in the
            year two has exceeded $ 1,000,000 USD;

      (c)   on October 2008,  Lakeland  shall further sell 280 equity shares out
            of  the  total  shares  held  by it to KSR  at  par  subject  to the
            condition  that  the  sale  of the  Product  of the  Company  by KSR
            personally in the year three has exceeded $ 1,500,000 USD;

      (d)   on October 2009,  Lakeland  shall further sell 280 equity shares out
            of  the  total  shares  held  by it to KSR  at  par  subject  to the
            condition  that  the  sale  of the  Product  of the  Company  by KSR
            personally in the year four has exceeded $ 1,850,000 USD;

      (e)   on October 2010,  Lakeland  shall further sell 280 equity shares out
            of  the  total  shares  held  by it to KSR  at  par  subject  to the
            condition  that  the  sale  of the  Product  of the  Company  by KSR
            personally in the year five has exceeded $ 2,100,000 USD.

      In the case of PSR:

      (a)   on October  2006,  Lakeland  shall sell 280 equity shares out of the
            total shares held by it to PSR at par subject to the condition  that
            the year one net profits equal or exceed 9% of net sales;

      (b)   on October 2007,  Lakeland  shall further sell 280 equity shares out
            of  the  total  shares  held  by it to PSR  at  par  subject  to the
            condition  that the year one net profits  equal or exceed 12% of net
            sales;

      (c)   on October 2008,  Lakeland  shall further sell 280 equity shares out
            of  the  total  shares  held  by it to PSR  at  par  subject  to the
            condition  that the year one net profits  equal or exceed 15% of net
            sales;

      (d)   on October 2009,  Lakeland  shall further sell 280 equity shares out
            of  the  total  shares  held  by it to PSR  at  par  subject  to the
            condition  that the year one net profits  equal or exceed 18% of net
            sales;

      (e)   on October 2010,  Lakeland  shall further sell 280 equity shares out
            of  the  total  shares  held  by it to PSR  at  par  subject  to the
            condition  that the year one net profits  equal or exceed 20% of net
            sales.

                                   ARTICLE 17
                         GOVERNING LAW AND ARBITRATION.

17.1  The  Agreement  shall  be  governed  by,   interpreted  and  construed  in
      accordance with the laws of India.


                                       16
<PAGE>

17.2  Any disputes arising from or in connection with this Agreement,  including
      any disputes relating to the existence, validity,  interpretation or valid
      termination of its provisions  shall be exclusively and finally settled by
      an arbitral  tribunal  formed and  administrated  in  conformity  with the
      Indian  Arbitration and Conciliation Act, 1996. The language to be used in
      the arbitral  proceedings shall be English. The venue of arbitration shall
      be Delhi. The award of the arbitration tribunal shall be final and binding
      on the Parties.

IN WITNESS  WHEREOF,  THE PARTIES HERETO,  HAVE AFFIXED THEIR  SIGNATURES ON THE
DAY, MONTH AND YEAR ABOVE WRITTEN.

Lakeland Industries Inc.                             P.S.Ratra        K.S. Ratra

In the presence of:                                  In the presence of

---------------------------                          --------------------------


                                       17