ASSET PURCHASE AGREEMENT           EXHIBIT 10.15

      AGREEMENT dated as of July 18th, 2005, (herein, together with the Exhibits
attached hereto and the Lists to be delivered pursuant hereto referred to as the
"Agreement")  by and among  Lakeland  Industries,  Inc, a  Delaware  corporation
("Parent"),  Mifflin  Valley,  Inc., a Delaware  corporation  and a wholly-owned
subsidiary of Parent ("Buyer"),  Mifflin Valley Inc, a Pennsylvania  corporation
("Seller") and Michael Gallen ("Shareholder").

      In reliance upon the  representations  and  warranties  made herein and in
consideration of the mutual agreements  herein  contained,  Buyer and Parent, on
the one hand, and Seller and the Shareholder, on the other hand, hereby agree as
follows:

      1.  Transfer  of  Business,  Properties  and Assets of Seller and  Certain
          -----------------------------------------------
Related Matters.

          (a) Sale and Transfer of Business,  Properties and Assets.  Subject to
              -----------------------------------------------------
the  terms  and   conditions  of  this   Agreement,   and  in  reliance  on  the
representations,   warranties,   undertakings  (including  the  Undertaking,  as
hereinafter  defined)  and  agreements  of Buyer and Parent made or deemed to be
made hereunder,  and in  consideration  of the purchase by Buyer described below
and the Undertaking by Buyer,  Seller hereby agrees to sell,  transfer,  convey,
assign and deliver to Buyer at the Closing  all of its then  existing  business,
properties and assets, as a going concern,  including,  without limitation,  the
properties,  assets and other rights  referred to in the bill of sale (the "Bill
of Sale") in the form of Exhibit A hereto,  but  excluding  the Excluded  Assets
(such  business,  properties,  assets and other rights of Seller to be purchased
and sold hereunder being hereinafter referred to as the "Purchased Assets").  As
used in this Agreement,  the term Excluded Assets shall mean those assets listed
on Exhibit B hereto.

          (b)  Purchase  Price.  Subject  to the  terms and  conditions  of this
               ---------------
Agreement, and in reliance on the representations,  warranties, undertakings and
agreements of Seller made or deemed to be made hereunder,  and in  consideration
of such sale, conveyance, transfer, assignment and delivery, Buyer agrees:

          (i)  To  pay  to  Seller  an  amount  equal  to  $1,580,000.00  (being
hereinafter referred to as the "Initial Purchase Price").

          (ii) Except as expressly provided for herein, to undertake, assume and
agree to perform and otherwise  pay,  satisfy and  discharge in accordance  with
their  respective  terms, and to indemnify and hold Seller harmless with respect
to, all of the debts,  liabilities  and  obligations of Seller  specified in the
undertaking  to be  executed  by Buyer and  delivered  to Seller at the  closing
provided for in Section 2 hereof  (herein  called the  "Closing" and the date of
which is herein called the "Closing  Date")  substantially  in the form attached
hereto as Exhibit C (the  "Undertaking").  As used  herein,  the term  "Accounts
Receivable"  shall mean the aggregate  amount of accounts  receivable of Seller,
determined  in  accordance  with  generally   accepted   accounting   principles
consistently applied throughout the period involved.

          (iii) June 30,  2005,  is  hereinafter  referred to as the  "Effective
Date". A Balance Sheet as of June 30, 2005 (the "Audited  Effective Date Balance
Sheet") and the Profit & Loss  Statement for the period from January 1, 2005, to
the  Effective  Date of the  Seller  (the  "2005  Interim  P&L")  are both to be
prepared pursuant to Generally Accepted Accounting  Principles (GAAP) as applied
in the United States.  The Audited Effective Date Balance Sheet shall be audited
by Holtz  Rubenstein  Reminick,  LLP, the cost of which shall be borne by Buyer.
Based on the Audited  Effective Date Balance Sheet,  the Initial  Purchase Price
shall be adjusted to  determine a Final  Purchase  Price,  the ("Final  Purchase
Price") as set forth herein, the cost of which shall be borne by Buyer.

          (iv) The  Final  Purchase  Price  shall be  determined  by the  amount
reflected as Shareholder  Equity on the Audited Effective Date Balance Sheet. An
adjustment to the Initial


<PAGE>

Purchase Price shall be made should such  Shareholder  Equity be greater or less
than  $600,000  (the  "Adjustment"),  which  Adjustment  shall be paid within 10
business days of receipt of the Audited Effective Date Balance Sheet,  except as
provided for in Section  1(b)(vi)  herein.  The Adjustment  shall be computed as
follows:  should the  Shareholder  Equity as reflected on the Audited  Effective
Date Balance Sheet be less than $600,000, the Seller shall pay the difference to
the Buyer;  Should the  Shareholder  Equity be greater than $600,000,  the Buyer
shall pay the difference to the Seller.

          (v) An amount of $75,000 shall be reserved (the  "Reserve") at Closing
in an escrow account that shall be applied  towards  indemnifying  Buyer against
any breach by Seller of its  representations  and  warranties  set forth in this
Agreement.  The escrow shall be set up by Buyer and Seller. The Reserve shall be
liquidated  and paid to Seller as follows:  50% six months after the date of the
Closing and the balance one year  following  the  closing.  In the case any item
shall  be  charged  to this  Reserve,  Seller  shall  be  given  notice  and the
opportunity to contest and correct or resolve the item.

          (vi) In the event either Buyer or Seller in good faith,  believes that
the Audited  Effective  Date Balance  Sheet has not been  prepared in accordance
with GAAP or is otherwise erroneous, such party shall have 10 business days from
the receipt of the Audited  Effective Date Balance Sheet in which to appeal.  In
such case, the parties shall engage a second independent CPA firm, acceptable to
both sides, to opine on the item or items in dispute. Both parties will be bound
by the opinion of such second CPA firm, with the fees of such firm to be paid by
the side ruled unsuccessful in the appeal.

          (vii) Seller's  accounts  receivable  and inventory.  The net value of
                ---------------------------------------------
Seller's  Account  Receivable  and  Inventory  shall be reflected on the Audited
Effective  Date  Balance  Sheet  after  deduction  for  appropriate  reserves as
mutually  agreed to reflect  uncollectible  and aged accounts  receivable and to
reflect  obsolete and slow-moving  inventory,  it being agreed that  inventories
will be stated on Seller's books at the lower of cost  (determined in accordance
with customary  inventory  pricing practices and procedures for Seller utilizing
Seller's standard cost system but also in compliance with GAAP as applied in the
United States) or market.

          (c)  Allocation of Purchase  Price.  The Purchase  Price  described in
               -----------------------------
Section  1(b)  above  will be  initially  allocated  pursuant  to the assets and
liabilities as reflected on the Audited Effective Date Balance Sheet; $61,000.00
then shall be  allocated  to  Seller's  and the  Shareholder'  agreement  not to
compete  with the  business  transferred  to Buyer as set  forth in  Section  13
hereof.  Buyer and  Parent,  on the one hand,  and  Seller,  on the other  hand,
represent,  warrant, and agree that such allocation was determined through arm's
length negotiations. Buyer and Parent, on the one hand, and Seller, on the other
hand,  each agrees that it will adopt and utilize the amounts  allocated to each
asset or class of assets  described in the  immediately  preceding  sentence for
purposes of all federal, state and other income tax returns filed by it and that
it  will  not  voluntarily  take  any  position   inconsistent   therewith  upon
examination of any such tax return, in any claim, in any litigation or otherwise
with respect to such income tax returns.  Notwithstanding any other provision of
this  Agreement,  the foregoing  representation,  warranty and  agreement  shall
survive the Closing Date without limitation.

          (d) Payment of Purchase Price.  At the Closing,  Buyer will deliver to
              -------------------------
Seller a check drawn against  immediately  available funds in an amount equal to
$1,505,000.00,  pursuant  to the  amount  determined  under  Section  1(b).  The
remainder  of the Initial  Purchase  Price,  $75,000,  shall be paid by Buyer at
Closing but held in escrow pursuant to Section 1(b)(v). The Adjustment, pursuant
to the Audited  Effective Date Balance Sheet,  subject to adjustment as provided
in  Section  1(b)(vi),  shall be paid  after the  Closing  pursuant  to  Section
1(b)(vi). The Reserve shall be liquidated pursuant to Section 1(b)(v).


                                       2
<PAGE>

          (e) Instruments of Conveyance, Transfer, Assumption, Etc. Seller shall
              ----------------------------------------------------
properly execute and deliver to Buyer at the Closing: (i) the Bill of Sale; (ii)
assignments  and consents to  assignments,  in form  reasonably  satisfactory to
Buyer with respect to each of the contracts and other  agreements  and rights to
be assigned to Buyer  hereunder which require for such assignment the consent or
waiver of any third  party  [and as to which  Buyer  shall  have  requested  the
obtaining of such  consent or waiver];  and (iii) a lease  otherwise  reasonably
satisfactory  in form and  substance to counsel for Buyer and Parent to the real
property being leased hereunder in accordance with Section 4(i).

          Simultaneously with the Closing, Seller shall take all steps requisite
to put Buyer in actual possession and operating control of the Purchased Assets,
including,  without  limitation,  disclosure to such persons as Buyer and Parent
may  designate  of  Seller's  trade  secrets,  formulae  and  other  proprietary
information pertaining to the business of Seller.

          Buyer shall properly  execute and deliver the Undertaking to Seller at
the Closing.

          Seller and Buyer shall each properly  execute and deliver to the other
at the Closing the following additional  documents,  each dated the Closing Date
(all  of  which,  together  with  this  Agreement,  the  Bill of  Sale,  and the
Undertaking, are hereinafter sometimes referred to as the "Agreements"):

          (f) Further Assurances. At the Closing and from time to time after the
              ------------------
Closing, (i) at the request of Buyer and without further  consideration,  Seller
shall  promptly  execute  and  deliver  to Buyer  such  certificates  and  other
instruments of sale,  conveyance,  assignment and transfer,  and take such other
action,  as may reasonably be required by Buyer more  effectively to confirm any
obligation  assumed by Buyer pursuant to the  Undertaking  and to sell,  convey,
assign and  transfer to and vest in Buyer or to put Buyer in  possession  of the
Purchased  Assets  and  (ii)  at the  request  of  Seller  and  without  further
consideration,   Buyer  shall  promptly  execute  and  deliver  to  Seller  such
certificates and other instruments,  of assumption,  and take such other action,
as may  reasonably be required by Seller more  effectively  to confirm and carry
out the  assumption  by Buyer of the  obligations  of  Seller  assumed  by Buyer
pursuant to the Undertaking.

      2.  Closing.  The Closing of the  transactions  provided  for in Section 1
          -------
hereof will take place at the offices of Kozloff  Stoudt or at such other place,
time as may be agreed  upon by Buyer,  Parent  and  Seller,  on August 1,  2005,
unless extended by mutual agreement of both Buyer and Seller.

      3.  Termination.  Anything  contained in this Agreement other than in this
          -----------
Section 3 to the contrary  notwithstanding,  this  Agreement  may be  terminated
prior to the Closing Date

          (a) by mutual consent in writing of Buyer and Parent, on the one hand,
and Seller, on the other hand, or

          (b) by Buyer, Parent or Seller if, due to causes beyond the control of
any of the parties to this  Agreement,  the Closing  does not occur on August 1,
2005,  or on or before  such later date as may be agreed  upon in writing by the
parties hereto.

          Termination  pursuant to this Section 3 shall be without  liability of
any kind on the part of either party hereto,  and in such event each party shall
bear and pay all costs  and  expenses  incurred  by it in  connection  with this
Agreement and the transactions contemplated hereby.

      4.  Representations  and Warranties by Seller and the Shareholder.  Seller
          -------------------------------------------------------------
and the Shareholder represent and warrant jointly and not severally that:


                                       3
<PAGE>

          (a) To the best  knowledge  of  Seller  and  Shareholder,  Seller is a
corporation duly organized, validly existing and in good standing under the laws
of the State of  Pennsylvania  and has all power and  authority  to carry on its
business as now being  conducted and to own its  properties and is duly licensed
or qualified and in good standing as a foreign  corporation in each jurisdiction
in which its failure to qualify  would have a materially  adverse  effect on the
business, financial condition, operations or prospects of Seller.

          (b) Seller has full  corporate  power and authority to enter into each
of the  Agreements  to the extent it is a party  thereto and to  consummate  the
transactions  contemplated  hereby.  The execution,  delivery and performance by
Seller  of each of the  Agreements  to which  Seller  is a party  have been duly
authorized by all requisite  corporate  action;  each of the Agreements to which
Seller is a party has been duly  executed and  delivered by Seller and (assuming
due execution and delivery by the other party  thereto)  constitutes a valid and
binding  obligation of Seller,  enforceable in accordance with their  respective
terms,  subject,  as to  enforcement  of  remedies,  to  applicable  bankruptcy,
reorganization,  insolvency,  moratorium,  and other laws  affecting  creditors'
rights generally from time to time in effect.

          (c) The  instruments  of  conveyance  and  transfer  to be executed by
Seller and  delivered to Buyer at the Closing will be valid in  accordance  with
their terms and effective to assign, transfer and convey to Buyer at the Closing
all of the then  existing  business of Seller and  properties,  assets and other
rights of Seller used in its business,  including  such title as is specified in
Sections 4(h) and 4(i), but excluding the Excluded Assets.

          (d) Seller is not a party to,  subject to or bound by any agreement or
any  judgment,   award,  order,  writ,   injunction  or  decree  of  any  court,
governmental  body or arbitrator which would conflict with or be breached by the
execution,  delivery or  performance  by Seller of this Agreement or which could
prevent the carrying out of this Agreement.

          (e) Except as disclosed on Lists 10 and 11,  neither Seller nor any of
the  properties,  assets and other  rights  referred to in the Bill of Sale is a
party to,  subject to or bound by any agreement or any judgment,  award,  order,
writ,  injunction or decree of any court or of any  governmental  body or of any
arbitrator  which could prevent the use by Buyer of the  properties,  assets and
other rights referred to in the Bill of Sale or materially  adversely affect the
conduct by Buyer of the  business  of Seller,  in each case in  accordance  with
present  practices,  after the Closing  Date or which,  by  operation of law, or
pursuant to its terms,  would be breached,  terminate,  lapse,  or be subject to
termination upon the consummation of the transactions contemplated herein absent
the consent or other action of any third party or agency.

          (f)  Except  as  disclosed  on List 10,  there is no  action,  suit or
governmental,   administrative,   arbitration   or   regulatory   proceeding  or
investigation pending or, to the best of Seller's knowledge,  threatened against
or  relating  to Seller  which  could have a  materially  adverse  effect on its
business, financial condition,  operations or prospects, the Purchased Assets or
the transactions contemplated by this Agreement.

          (g) To the best  knowledge of Seller and  Shareholder,  Seller (A) has
delivered to Buyer  complete,  correct and detailed lists, in form and substance
reasonably  acceptable to Buyer,  as of the date of this  Agreement,  specifying
with respect to the business,  properties,  assets and obligations of the Seller
each and every material item in the following  categories referred to below, and
(B) has  delivered,  or shall deliver as part of the due diligence  process,  to
Buyer  true and  complete  copies  of the  documents  and other  materials  that
underlie such lists:

          (i) List 1 -  presently  outstanding  written  contracts,  agreements,
              ------
commitments  and bids  (other than those  included in List 4);  written and oral
                                                      ------
leases (other than leases disclosed in List 8); security  deposits under leases;
                                       ------
licenses; franchises; dealership, service, agency and other agreements which, in
each case, involve the receipt or payment of more than $2,500; and, with


                                       4
<PAGE>

respect to each item in each category  referred to above, a specification  as to
whether the consent of any third person or agency is required for the  effective
assignment thereof;

          (ii)  List  2  -  machinery,   equipment,   tools,  dies,   furniture,
                -------
furnishings,  leasehold  improvements,  vehicles,  buildings and other  tangible
physical  assets and  fixtures and the location of such (other than items in any
of the  foregoing  categories  having  a  value  of not  more  than  $500 in the
aggregate);

          (iii) List 3 - (A) the policies of insurance presently in force (other
                ------
than those  required  to be set forth in List 4) and,  without  restricting  the
                                         ------
generality  of  the  foregoing,  those  covering  Seller's  public  and  product
liability  and  its  personnel,  properties,  buildings,  machinery,  equipment,
furniture, fixtures and operations, specifying with respect to each such policy,
the name of the insurer,  type of coverage,  term of policy, limits of liability
and annual  premium,  (B)  Seller's  premiums  and losses,  by year,  by type of
coverage,  for the past five years based on  information  received from Seller's
insurance carrier(s),  (C) all outstanding insurance claims by Seller for damage
to or loss of its  property  or income  which have been  referred to insurers or
which  Seller  believes  to be  covered by  commercial  insurance,  (D)  general
comprehensive  liability  policies  carried by Seller  for the past five  years,
including excess  liability  policies,  and (E) any agreements,  arrangements or
commitments under which Seller  indemnifies any other person (with the exception
of  any  obligation   arising  in  connection  with  lease,   purchase  or  sale
transactions  arising in the ordinary course of Seller's  business) in which the
maximum exposure exceeds $1,000 or pursuant to which Seller is required to carry
insurance for the benefit of any other person;

          (iv) List 4 - names,  current  annual  compensation  rates  (including
               ------
bonuses  and  commissions),  accrued  bonus,  accrued  sick  leave  and  accrued
severance pay of all present  salaried  employees of Seller;  aggregate  accrued
vacation  pay;  the  current  base  salary  rate of  each  of such  individuals;
employment, managerial, advisory or consulting agreements and confidentiality or
other  agreements  protecting  proprietary  processes,  formulae or information;
copies  of all  pension,  profit-sharing,  thrift,  or other  retirement  plans,
employee stock ownership plans, deferred  compensation,  stock ownership,  stock
purchase,  performance  share,  individual  or group bonus or other  deferred or
incentive plans, severance plans,  hospitalization,  insurance,  vacation, death
benefit, collective bargaining,  union or other employee association agreements,
or other similar plans in each case covering  employees of Seller and as amended
to date,  and all  amendments  thereto  prior to the Closing  Date,  agreements,
arrangements,  commitments or understandings providing for any employee benefit,
the latest annual report (on Form 5500, if  applicable)  for each plan, the most
recent actuarial valuations with respect to all defined benefit plans, copies of
all Internal  Revenue Service  determination  letters  regarding such plans, all
such reports,  actuarial  valuations and  determination  letters as may be made,
received or issued prior to the Closing Date,  the annual cost of each such plan
or  arrangement  and a summary  description  with respect to the funding of each
such welfare benefit plan or arrangement;  all other contracts and relationships
with or with  respect  to, and all other  obligations  or  liabilities  with any
employee (or other  individual with whom Seller has a business  relationship) of
Seller; and all disclosures required by Section 4(m) hereof;

          (v)  List  5  -  individual  refundable  deposits,  prepaid  expenses,
               -------
deferred charges and "other assets" in excess of $200;

          (vi) List 6 - all loans or  advances  made by Seller to any  person in
               ------
excess of $100 except (A) normal  travel  advances or other  reasonable  expense
advances to an officer or employee of Seller, or (B) pursuant to normal business
dealings with the customers of Seller;

          (vii) List 7 - liens, encumbrances,  charges, restrictions, claims and
                ------
security  interests  with  respect to the  business,  assets and  property to be
transferred  hereunder  which do not constitute  real property;


                                       5
<PAGE>

          (viii)  List 8 - each and every  parcel of real  property  or interest
                  ------
therein  owned in whole or in part by Seller or held for the  benefit  of Seller
under a title-holding  agreement or held under a lease; and complete and correct
copies of each and every of the  following,  if any, in the possession of Seller
will be made available for review by Buyer:  (A) title  reports,  title binders,
survey  documents and data  affording  information  or opinions with respect to,
certifying to, or evidencing the extent,  current  title,  title history,  title
marketability, use, possession,  restriction or regulation, if any (governmental
or otherwise),  and compliance with applicable laws, of (x) the real property or
(y) any estate or interest  in (or in the nature of) real  property or in a land
or  building  lease  or  chattel  real;  (B)  deed  or  title-holding  or  trust
agreements,  if any,  under which any of the  parcels may have been  conveyed to
Seller or under  which the same may be held for the  benefit of Seller;  and (C)
leases; except as noted in such list, all such buildings,  structures, leasehold
improvements and the equipment therein currently are used by or useful to Seller
in the ordinary course of business and, except as so noted and except for normal
wear and tear,  there are no material  defects with respect  thereto which would
impair the day-to-day use by Buyer of any such buildings,  structures, leasehold
improvements  or equipment or which would  subject  Buyer to material  liability
under applicable law;

          (ix) List 9 - except  for any  Excluded  Assets  listed on  Exhibit B,
               ------
trademark  registrations and applications and notices of infringement  therefor,
service  mark  registrations  (which  list shall  include  but not be limited to
indications  of  length  of use of  each  trade  and  service  mark  as  well as
identification  of product(s) on which each trade and service mark is used,  and
registration numbers, registration and renewal dates, affidavit of use filings),
patents  and  patent  applications,   copyrights,   and  applications   therefor
(including  information  as to  expiration  dates  of all  the  foregoing  where
applicable)  presently  owned, in whole or in part, by Seller and used or useful
in  Seller's  business;  and all  trademark  licenses,  service  mark  licenses,
copyright licenses, royalty agreements, patent licenses, assignments, grants and
contracts with  employees or others  relating in whole or in part to disclosure,
assignment,   registering  or  patenting  of  any  trademarks,   service  marks,
copyrights, inventions,  discoveries,  improvements,  processes, formulae, trade
secrets or other know-how and used or useful in Seller's  business.  To the best
of  Seller's  knowledge,  except  as  noted  in such  list:  (i)  the  foregoing
trademarks, service marks, copyrights, licenses, assignments, grants, agreements
and contracts are valid;  (ii) the foregoing  trademark  registrations,  service
mark  registrations,  copyright  registrations and patents have been duly issued
and have not been  cancelled,  abandoned  or  otherwise  terminated;  (iii)  the
foregoing   trademark   applications,   service  mark  applications,   copyright
applications and patent applications have been duly filed; (iv) Seller is not in
default under any of the foregoing  licenses or agreements  other than defaults,
if any,  which will not result in any material  loss or  liability;  and (v) all
such licenses and agreements are binding in accordance with their terms;

          (x) List 10 - all litigation,  governmental or regulatory proceedings,
              -------
investigations  or labor disputes pending or to the best of Seller's  knowledge,
threatened  against Seller, the officers or directors of Seller as such officers
or  directors,  or any of the  business,  assets or  properties  of Seller to be
transferred  pursuant  hereto or to which Seller or its officers or directors as
such officers or directors,  is a party,  as plaintiff,  defendant or otherwise;
and

          (xi) List 11 - all  federal,  state,  local and  foreign  governmental
               -------
licenses  and  permits  necessary  in the  conduct of  Seller's  business;  each
jurisdiction  in which the nature of the business of Seller  requires  Seller to
qualify to do business as a foreign corporation;  all federal,  state, local and
foreign governmental or judicial consents,  orders, decrees and other compliance
agreements  under which Seller is operating or bound;  all reports of inspection
of Seller's  businesses and  properties  from January 1, 2002 to the date hereof
under all  applicable  federal,  state  and local  health  and  safety  laws and
regulations;  and copies of all of the  foregoing  and  correspondence  relating
thereto.

          (xii) List 12 - Seller will  provide a schedule  to Buyer  listing all
                -------
distributions  of cash to Seller or  Shareholder of Seller other than payment of
wages and salary made from


                                       6
<PAGE>

January 1, 2005 until the Closing Date; such schedule shall be provided to Buyer
no later than the day prior to closing.

          (xiii) List 13 - Seller will  provide a schedule  listing all items of
                -------
the  machinery,  tools,  equipment  and  other  tangible  physical  assets to be
transferred by Seller hereunder (other than items of inventory) which are NOT in
good working order, normal wear and tear excepted, are NOT being used or are NOT
useful in the business of Seller at its present level of activity and are NOT in
an   operating   condition   sufficient   to  conduct  the  business  of  Seller
substantially as now being conducted.

          (h) Except as disclosed on List 7, Seller has title to the properties,
assets  and  other  rights  referred  to in the  Bill  of Sale  and  that do not
constitute  real property,  free and clear of all liens and  encumbrances  other
than a security  interest in favor of  Sovereign  Bank which will be released or
discharged at Closing.

          (i)  Except  for,  (A)  such  imperfections  of  title  which  do  not
materially  affect the use or value thereof,  (B) liens of current taxes not yet
delinquent or being contested in good faith,  and (C) except as may be described
in List 8  hereto,  Seller  has good  and  marketable  title  to the  properties
constituting real property to be transferred to Buyer hereunder.

          (j) Seller has heretofore furnished Buyer with copies of (i) unaudited
balance  sheets as at, and  statements  of earnings  for each of Seller's  three
prior fiscal years ended,  respectively,  December 31, 2004,  December 31, 2003,
and December 31, 2002; (ii) an unaudited balance sheet and statement of earnings
for Seller's fiscal quarter ended March 31, 2005; and (iii) an unaudited balance
sheet as of April 30, 2005 and an  unaudited  statement of earnings for Seller's
four fiscal  months  ended April 30, 2005.  To the best  knowledge of Seller and
Shareholder,  the foregoing  financial  statements  present fairly the financial
condition  of Seller at such  dates and the  results of its  operations  for the
periods then ended.

          (k) To the best knowledge of Seller and  Shareholder,  Seller has made
and will make  available  for  inspection  by Buyer all  books of  account  with
respect to the conduct of its business.  Seller has heretofore  furnished  Buyer
with copies of its  Federal  and state tax returns for the years ended  December
31, 2004, 2003 and 2002.

          (1) Seller has filed (or has obtained  extensions of the time by which
it is required  to file) all United  States  federal  income tax returns and all
other  federal,  state and local tax returns  required to be filed by it and has
paid all taxes  shown due on the  returns  so filed as well as all other  taxes,
assessments and  governmental  charges which have become due, except such taxes,
if any, as are being  contested in good faith and as to which adequate  reserves
have been provided.

          (m) with  regard to those  plans  listed on List 4 which are  employee
pension  benefit  plans  within  the  meaning of  Section  3(2) of the  Employee
Retirement Income Security Act of 1974, as amended  ("ERISA")  ("Pension Plans")
and employee  welfare  benefit plans within the meaning of Section 3(1) of ERISA
("Welfare Plans") and except as set forth in List 4:

          (i) Seller has in all respects  performed all obligations  required to
be performed by it under,  is not in default under,  is not in violation of, and
has no knowledge of any default or  violations by any other party to, any of the
Pension  Plans and  Welfare  Plans  (hereinafter,  collectively,  the  "Seller's
Employee Plans") which  obligations,  defaults or violations are material to the
financial condition, results of operations, business or prospects of Seller.

          (ii)  None of the  Seller's  Employee  Plans  which  cover or  covered
employees  of  Seller,  nor any trust  created  thereunder,  nor any  trustee or
administrator thereof, nor any "party in interest" nor any "disqualified person"
with respect thereto,  has engaged in one or more  "prohibited  transactions" as
such term is defined in Section 4975 of the Code or Section 406 of ERISA,  which
could subject such  Seller's  Employee  Plans,  or any of them, or Seller or any
such


                                       7
<PAGE>

trust or any trustee or  administrator  thereof,  or any party dealing with such
Seller's  Employee Plans or any such trust, or any of the employees of Seller to
a tax or penalty on prohibited  transactions imposed by said Section 4975 of the
Code or Section 502(i) of ERISA which, singly or in the aggregate,  are material
to the  financial  condition,  results of  operations,  business or prospects of
Seller.

          (iii) No judicial  proceedings  have been  initiated to terminate  any
Pension Plans  subject to Title IV of ERISA which cover or covered  employees of
Seller or any of the trusts related thereto; nor have there been any "Reportable
Events",  as that term is defined in Section  4043 of ERISA and the  regulations
thereunder,  with respect to such plans. (The foregoing  representation is to be
made as of a date  five  days  prior to the  Closing  Date  with  regard  to the
existence of a "Reportable Event" described in Section 4043(b)(3) of ERISA.)

          (iv)  Seller  has not  incurred,  nor has it any  reason  to expect to
incur, any liability to the Pension Benefit Guaranty  Corporation which would be
material  to  the  financial  condition,  results  of  operations,  business  or
prospects of Seller.

          (v) There are no actions,  suits or claims pending (other than routine
claims for benefits in the  ordinary  course),  or, to the  knowledge of Seller,
threatened and Seller has no reason to expect any such actions,  suits or claims
(other than routine claims for benefits in the ordinary course) to arise against
any of  Seller's  Employee  Plans or  against  the assets of any such Plan which
actions,  suits or claims  might,  singly or in the  aggregate,  materially  and
adversely  affect the financial  condition,  results of operations,  business or
prospects of Seller.

          (vi)  There are not and will not as of the  Closing  Date be any liens
encumbrances,  charges,  claims  or  security  interests  with  respect  to  the
Purchased Assets, and any additions thereto or improvements thereon, arising out
of any liabilities in connection with any of Seller's Employee Plans.

          (vii) As of the Closing Date,  all  participants  in the Pension Plans
who become  employees of Buyer shall be 100 percent vested in their full accrued
benefits  through  the  Closing  Date under  such  plans and either (A)  annuity
contracts shall be purchased on behalf of and distributed to each participant in
such Pension Plans which will provide for the payment of such accrued benefit or
(B) to the extent  permitted  by law and such Pension  Plans,  cash in an amount
equal to such accrued benefit shall be distributed to each such participant.

          (viii)  Since  September  1,  1974,  Seller has not  contributed  to a
multi-employer  plan  within  the  meaning of  Section  3(37) of ERISA  covering
employees of the Seller.

          (n) To the best of Seller's  knowledge and except as disclosed on List
9, none of the processes  currently used by Seller with respect to the business,
properties  and assets to be  transferred  hereunder or any of its properties or
products contracted or sold by Seller with respect thereto, or trademarks, trade
names,  labels or other marks or copyrights used by Seller with respect thereto,
materially  infringe the patent,  industrial  property,  trademark,  trade name,
label,  other mark, right or copyright of any other person or entity, and Seller
has not  received  any notice of adverse  claim by any third party with  respect
thereto.  Seller has  license  agreements  in force to the extent  necessary  to
permit  its  full use of all of the  processes  used by it with  respect  to the
business,  properties and assets to be transferred  hereunder and to permit such
operations and sales in accordance with its present and planned practices.

          (o) Except as specifically  disclosed in writing by Seller to Buyer or
Buyer's   independent   certified  public   accountants  and  reflected  in  the
calculation  of the Inventory  Amount,  Seller's  inventories  of raw materials,
in-process and finished  products  being  transferred  hereunder  conform in all
respects with Seller's  applicable  specifications  and  warranties  and are not
obsolete;  all in-process and finished  products in such  inventories  have been
produced in compliance with


                                       8
<PAGE>

Seller's applicable quality control procedures and all finished products in such
inventories  are  merchantable  and are fit for the  purpose  intended;  and all
information  furnished to the independent certified public accountants and other
representatives  of Buyer for the purpose of  determining  the Inventory  Amount
under Section 15 is complete and correct.

          (p) Except as disclosed in List 13 as described in Section  4(g)(xiii)
above, the machinery,  tools, equipment and other tangible physical assets to be
transferred  by Seller  hereunder  (other than items of  inventory)  are in good
working order,  normal wear and tear  excepted,  are being used or are useful in
the business of Seller at its present  level of activity and are in an operating
condition  sufficient  to conduct the  business of Seller  substantially  as now
being conducted.

          (q) Since December 31, 2004, there has been no material adverse change
in the financial  condition,  assets,  liabilities  (contingent  or  otherwise),
results of  operations,  business or business  prospects  of Seller.  Seller has
conducted its business in the normal course of business: since December 31, 2004
there have been no unusual  arrangements with customers or vendors, no dividends
to shareholder other than reasonable  amounts to pay actual and estimated taxes,
and no additional borrowing over the amount outstanding as of December 31, 2004.
Notwithstanding  the foregoing,  Seller has the right to distribute cash in such
manner as Seller shall  determine  prior to the Closing  Date;  and has or shall
provide a schedule to Buyer  listing each such cash  distribution  no later than
the day prior to closing.

          (r) Vacation pay accrued for  employees of Seller as of June 30, 2005,
is estimated  to total  approximately  Eleven  Thousand  Four Hundred  Three and
76/100 Dollars ($11,403.76).  This estimate was determined as follows:  Vacation
pay for Seller's  employee  population as of May 18, 2005,  was computed for the
period ending June 30, 2005. From this total,  vacation earned and paid prior to
May 18, 2005,  and vacation  days  requested  by employees  and  committed to be
honored by management of Seller and paid prior to June 30, 2005, were subtracted
from  vacation  pay.  The  resulting  total  does not  account  for new hires or
terminated  employees  vacation  entitlement  between May 18, 2005, and June 30,
2005.

          (s) No  representation  or  warranty  by  Seller  or  the  Shareholder
contained in this Agreement and no statement contained in any certificate, list,
exhibit or other instrument  specified in this Agreement or otherwise  furnished
to Buyer  in  connection  with the  transactions  contemplated  hereby,  whether
heretofore  furnished to Buyer or  hereafter  required to be furnished to Buyer,
is, or will be when furnished, inaccurate,  incomplete,  misleading or untrue in
any material respect.

      5.  Representations  and Warranties by Buyer and Parent.  Buyer and Parent
          ---------------------------------------------------
each represent and warrant that:

          (a)  Buyer  and  Parent  are  duly  organized  and  validly   existing
corporations in good standing under the laws of the State of Delaware, and Buyer
is qualified to do business as a foreign  corporation and is in good standing in
the State of Pennsylvania.

          (b) Buyer and Parent each has full  corporate  power and  authority to
enter into each of the  Agreements  to the extent it is a party  thereto  and to
consummate the transactions  contemplated  hereby;  the execution,  delivery and
performance by each of Buyer and Parent of each of the Agreements to which it is
a party have been duly authorized by all requisite  corporate action on the part
of Buyer and Parent; each of the Agreements to which it is a party has been duly
executed  and.  delivered by Buyer or Parent,  as the case may be, and (assuming
due execution and delivery by Seller of those Agreements to which it is a party)
constitutes a valid and binding  obligation of Buyer or Parent,  as the case may
be,  enforceable  in accordance  with its terms,  subject,  as to enforcement of
remedies, to applicable bankruptcy,  reorganization,  insolvency, moratorium and
other laws affecting creditors' rights generally from time to time in effect.


                                       9
<PAGE>

          (c) The  Undertaking  executed and delivered to Seller by Buyer at the
Closing is valid in  accordance  with its terms and is effective to provide,  as
between Buyer and Seller,  for the assumption by Buyer of all of the obligations
and  liabilities  of Seller  specified  therein  which  are  valid  and  binding
obligations and liabilities of Seller.

          (d) Neither Buyer nor Parent is a party to, subject to or bound by any
material agreement or any judgment, award, order, writ, injunction, or decree of
any court,  governmental  body or  arbitrator  which would  conflict  with or be
breached by the  execution,  delivery or  performance by it of this Agreement or
which could prevent the carrying out of this Agreement.

          (e)  There  is  no  action,  suit  or  governmental,   administrative,
arbitration or regulatory proceeding or investigation pending or, to the best of
Buyer's  and  Parent's  knowledge,  threatened  against or  relating to Buyer or
Parent  which  could  have a  materially  adverse  effect  on  the  transactions
contemplated by this Agreement.

      6. Conditions Precedent to Obligations of Buyer. Buyer need not consummate
         --------------------------------------------
the transactions  contemplated by this Agreement unless the following conditions
shall be fulfilled:

          (a)  All  proceedings   taken  in  connection  with  the  transactions
contemplated  herein and all  instruments  and documents  required in connection
therewith  or incident  thereto  shall be  reasonably  satisfactory  in form and
substance to Christopher J. Ryan and/or Harold Poster, counsels for Buyer.

          (b)  Except for  changes  in the  ordinary  course of  business  or as
otherwise  contemplated or permitted by this Agreement,  the representations and
warranties of Seller and the Shareholder  contained herein or in any certificate
or document  delivered to Buyer and/or Parent pursuant hereto shall be deemed to
have been made again at and as of the Closing Date and shall then be true in all
material  respects;  Seller  shall have  performed  and complied in all material
respects with all  agreements  and  conditions  required by this Agreement to be
performed or complied with by it prior to or at the Closing Date;  and Buyer and
Parent shall have been furnished with  certificates  of appropriate  officers of
Seller  dated  as of the  Closing  Date  certifying  to the  fulfillment  of the
foregoing conditions.

          (c) Buyer and Parent shall have been  furnished  with an opinion dated
as of the Closing  Date of Kozloff  Stoudt,  counsel  for Seller,  to the effect
that, under the laws of the Commonwealth of Pennsylvania:

          (i) Seller is a corporation  duly organized,  validly  existing and in
good standing under the laws of the Commonwealth of Pennsylvania and to the best
of such counsel's knowledge, has all power and authority to carryon its business
as now being conducted and to own its properties;

          (ii) Seller has full corporate  power and authority to enter into each
of the  Agreements  to the extent it is a party  thereto and to  consummate  the
transactions  contemplated  hereby and  thereby;  the  execution,  delivery  and
performance  by Seller of the  Agreements  to which it is a party have been duly
authorized by all requisite  corporate action on the part of Seller; each of the
Agreements  to which it is a party  have been duly  executed  and  delivered  by
Seller and except as  provided  in such  opinion  (assuming  due  execution  and
delivery by the other party thereto)  constitutes a valid and binding obligation
of Seller,  enforceable in accordance with its terms, subject, as to enforcement
of remedies, to applicable bankruptcy,  reorganization,  insolvency, moratorium,
and other laws affecting creditors' rights generally from time to time in effect
and general principles of equity;


                                       10
<PAGE>

          (iii) the  instruments of conveyance  and transfer  executed by Seller
and delivered to Buyer at the Closing have been duly  authorized and executed by
Seller and are valid in  accordance  with their terms and  effective  to assign,
transfer and convey to Buyer at the Closing all of the Purchased Assets;

          (iv) to the best of such  counsel's  knowledge  and to the extent that
any of the  following  would  materially  and  adversely  affect the business of
Seller,  neither  Seller  nor any of the  properties,  assets  and other  rights
referred to in the Bill of Sale is subject to or bound by any  agreement  or any
judgment,  award,  order,  writ,  injunction  or  decree  of any court or of any
governmental  body or of any  arbitrator  to  which  Seller  is a party or which
specifically  refers to Seller and notice of which has been  delivered to Seller
which could prevent the use by Buyer of the properties,  assets and other rights
referred  to in the Bill of Sale or the  conduct  by Buyer  of the  business  of
Seller,  in each case in accordance  with present  practices,  after the Closing
Date or which, by operation of law, or pursuant to its terms, would be breached,
terminate,  lapse,  or be subject to termination  upon the  consummation  of the
transactions contemplated herein absent the consent or other action of any third
person or agency; and

          (v) except as provided in such  opinion,  counsel does not know of any
action,  suit  or  governmental,   administrative,   arbitration  or  regulatory
proceeding or investigation pending or threatened against or relating to Seller.

In rendering the foregoing  opinions,  Kozloff Stoudt may rely upon  information
and certificates  provided by one or more officers of Seller and of certificates
provided  by  public  officials  and  such  opinions  shall be  subject  to such
conditions and limitations as Kozloff Stoudt may proscribe.

          (d) No action,  suit or proceeding before any court or governmental or
regulatory  authority shall be pending,  no investigation by any governmental or
regulatory  authority  shall  have  been  commenced,  and  no  action,  suit  or
proceeding  by  any  governmental  or  regulatory   authority  shall  have  been
threatened, against Buyer or Seller or Parent or any of the principals, officers
or  directors  of any of them,  seeking  to  restrain,  prevent  or  change  the
transactions  contemplated hereby or questioning the legality or validity of any
such  transactions  or  seeking  material  damages in  connection  with any such
transactions.

          (e) All  consents  of third  parties  including,  without  limitation,
governmental authorities and self-regulatory  agencies, and all filings with and
notifications  of  governmental  authorities,   regulatory  agencies  (including
non-governmental  self-regulatory agencies) or other entities which regulate the
business of Seller or Buyer or Parent,  necessary on the part of Seller or Buyer
or Parent, or their respective subsidiaries or affiliates,  to the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and to permit the  continued  operation of the  respective  businesses of
Seller and Buyer and their  respective  subsidiaries in  substantially  the same
manner  after the Closing  Date as  theretofore  conducted,  other than  routine
post-closing notifications or filings, shall have been obtained or effected.

          (f)  All  consents  required  for  the  assignment  of all  contracts,
patents,  trademarks,  copyrights  and other  intangibles  and other  agreements
necessary  for the  continued  operation  of the  business  of Seller  after the
Closing Date on  substantially  the same basis as presently  operated shall have
been obtained.

          (g) The employment  agreement executed and delivered by Michael Gallen
shall be in full force and effect and there shall not have  occurred any default
or repudiation thereof.

          (h)  Individuals  holding not less than one hundred  percent (100%) of
the voting stock of Seller shall have executed this Agreement.


                                       11
<PAGE>

      7.  Conditions  Precedent  to  Obligations  of  Seller.  Seller  need  not
          --------------------------------------------------
consummate the transactions  contemplated hereby unless the following conditions
shall be fulfilled:

          (a)  All  proceedings   taken  in  connection  with  the  transactions
contemplated  herein and all  instruments  and documents  required in connection
therewith  or incident  thereto  shall be  reasonably  satisfactory  in form and
substance to Kozloff Stoudt, counsel for Seller.

          (b)  Except for  changes  in the  ordinary  course of  business  or as
otherwise  contemplated or permitted by this Agreement,  the representations and
warranties  of Buyer  and  Parent  contained  herein  or in any  certificate  or
document  delivered to Seller  pursuant hereto shall be deemed to have been made
again at and as of the  Closing  Date  and  shall  then be true in all  material
respects;  Buyer and Parent  shall have  performed  and complied in all material
respects with all agreements  and,  conditions  required by this Agreement to be
performed or complied with by them prior to or at the Closing  Date;  and Seller
shall have been furnished with certificates of appropriate officers of Buyer and
Parent  dated  as of the  Closing  Date  certifying  to the  fulfillment  of the
foregoing conditions.

          (c) Seller shall have been  furnished  with an opinion dated as of the
Closing Date of counsel for Buyer and Parent, to the effect that:

          (i)  Buyer  and  Parent  are  duly  organized  and  validly   existing
corporations in good standing under the laws of the State of Delaware, and Buyer
is qualified to do business as a foreign  corporation and is in good standing in
the State of Pennsylvania.

          (ii) Buyer and Parent each has full  corporate  power and authority to
enter into each of the  Agreements  to the extent it is a party  thereto  and to
consummate  the  transactions  contemplated  hereby and thereby;  the execution,
delivery and  performance by each of Buyer and Parent of the Agreements to which
it is a party have been duly authorized by all requisite corporate action on the
part of Buyer and Parent; each of the Agreements to which it is a party has been
duly  executed  and  delivered  by Buyer  and  Parent,  as the case may be,  and
(assuming due  execution and delivery by Seller of those  Agreements to which it
is a party)  constitutes  a valid and  binding  obligation  of Buyer and Parent,
enforceable  in  accordance  with  its  terms,  subject,  as to  enforcement  of
remedies, to applicable bankruptcy,  reorganization,  insolvency, moratorium and
other laws affecting creditors' rights generally from time to time in effect and
general principles of equity;

          (iii) the Undertaking executed and delivered to Seller by Buyer at the
Closing is valid in  accordance  with its terms and is effective to provide,  as
between Buyer and Seller,  for the assumption by Buyer of all of the obligations
and  liabilities  of Seller  specified  therein  which  are  valid  and  binding
obligations and liabilities of Seller; and

          (iv) Except as may be specified by said  counsel,  they do not know of
any action,  suit or  governmental,  administrative,  arbitration  or regulatory
proceeding or investigation  pending or threatened  against or relating to Buyer
or Parent  which  could have a  materially  adverse  impact on the  transactions
contemplated by this Agreement.

In  rendering  such  opinion,   counsel  to  Buyer  and  Parent  may  rely  upon
certificates  of one or more  officers  of Buyer or of  public  officials  as to
factual matters.

          (d) No action, suit, or proceeding before any court or governmental or
regulatory  authority shall be pending,  no investigation by any governmental or
regulatory  authority  shall  have  been  commenced,  and  no  action,  suit  or
proceeding  by  any  governmental  or  regulatory   authority  shall  have  been
threatened,  against Buyer or Parent or any of its officers or directors seeking
to  restrain,  prevent,  or  change  the  transactions  contemplated  hereby  or
questioning  the  legality  or  validity  of any such  transactions  or  seeking
material damages in connection with any
such transactions.


                                       12
<PAGE>

          (e) All  consents  of third  parties  including,  without  limitation,
governmental authorities and self-regulatory  agencies, and all filings with and
notifications  of  governmental  authorities,   regulatory  agencies  (including
non-governmental  self-regulatory agencies) or other entities which regulate the
business of Buyer or Parent,  necessary on the part of Buyer or Parent, or their
respective  subsidiaries  or  affiliates,  to the execution and delivery of this
Agreement and the consummation of the transactions  contemplated  hereby,  other
than routine post-closing  notifications or filings, shall have been obtained or
effected.

      8.  Indemnification  by  Seller  and  the  Shareholder.   Seller  and  the
          --------------------------------------------------
Shareholder hereby agree jointly and not severally to defend, indemnify and hold
harmless Buyer and Parent and each of their respective  successors,  assigns and
affiliates  from and against any and all costs,  liabilities  and damages to the
extent they result from:

          (a) any and all: (i) material  misrepresentations or material breaches
of warranty,  agreement or undertaking hereunder on the part of Seller; and (ii)
material  failures by Seller to perform or otherwise  fulfill any undertaking or
other agreement or obligation hereunder;

          (b) all  liabilities  of  Seller  not  specifically  assumed  by Buyer
pursuant to its Undertaking,  including, without limitation, (i) all liabilities
and expenses  (including  attorneys' fees and  disbursements)  incurred by Buyer
and/or  Parent  resulting  from the  parties'  failure  to comply  with the Bulk
Transfer  Statutes of Pennsylvania,  as amended,  at 43 P.S.  ss.788.3,  72 P.S.
ss.1403(a),  and 72 P.S. ss.7240, and (ii) all expenses incurred by Buyer and/or
Parent in  respect  of taxes to the extent  owed by Seller  covering  any period
prior to the Effective Date; unless such costs, liabilities, damages or expenses
arise by reason of Buyer's  failure to fully  observe and perform its duties and
obligations under the Undertaking;

          (c) any and all  actions,  suits,  proceedings,  claims,  liabilities,
demands,  assessments,  judgments,  costs  and  expenses,  including  reasonable
attorneys'  fees,  incident  to any of the  foregoing  which are subject to such
indemnification;

provided,  however,  that in no event shall Seller or the  Shareholder  have any
duty to defend,  indemnify or hold  harmless on account of any cost,  liability,
loss, damage or expense to the extent that such cost, liability, loss, damage or
expense  arises out of or is caused by any act or omission of Parent or Buyer or
any of their respective shareholder,  directors,  officers, agents, employees or
representatives;  and provided further,  however, that if any claim,  liability,
demand,  assessments  action, suit or proceeding shall be asserted against Buyer
and/or  Parent or any of their  respective  successors  or assigns in respect of
which Buyer  and/or  Parent  proposes to demand  indemnification,  Buyer  and/or
Parent shall immediately notify Seller thereof in writing.  Subject to rights of
or duties to any insurer or other third person having liability therefor, Seller
or the Shareholder (or the insurer of either) shall have the right promptly upon
receipt of such  notice to assume  the  control of the  defense,  compromise  or
settlement of any such claim,  demand,  liability,  assessment,  action, suit or
proceeding,  including,  at its own expense,  employment  of counsel  reasonably
satisfactory to Buyer and Parent;  provided,  however, that if Seller shall have
exercised its right to assume such control, Buyer and/or Parent may, in its sole
discretion,  employ counsel to represent it (in addition to counsel  employed by
Seller,  and in the latter case, at the sole expense of Buyer and Parent) in any
such matter,  and in such event counsel  selected by Seller shall be required to
cooperate  with such counsel of Buyer and/or Parent in such defense,  compromise
or settlement;  and provided further,  however,  that Seller's and Shareholder's
obligation to defend,  indemnify,  or hold  harmless  under this Section 8 shall
accrue  only if and to the extent the  aggregate  of all such  losses,  damages,
deficiencies,   debts,  liabilities,  costs  and  expenses  arising  under  this
Agreement exceeds $5,000 and, except as otherwise provided in Section 12, occurs
within two (2) years after the Closing.


                                       13
<PAGE>

          The  rights  of Buyer  and  Parent  pursuant  to this  Section 8 shall
constitute  the sole and  exclusive  right and remedy of Buyer and  Parent  with
respect to any breach, violation or default by Seller or the Shareholder arising
out of any of the Agreements or the transactions contemplated thereby.

      9.  Indemnification by Buyer and Parent. Buyer and Parent agree to defend,
          -----------------------------------
indemnify  and  hold  harmless  Seller  and the  Shareholder  and  each of their
respective  successors,  assigns  and  affiliates  from and  against any and all
costs, liabilities and damages resulting from:

          (a) any and all losses, damages or deficiencies resulting from any and
all: (i) material misrepresentations or material breaches of warranty, agreement
or undertaking  hereunder on the part of Buyer and/or Parent;  and (ii) material
failures by Buyer and/or Parent to perform or otherwise  fulfill any undertaking
or agreement or obligation hereunder;

          (b) all liabilities of Seller  specifically  assumed by Buyer pursuant
to the Undertaking;

          (c)  all  liabilities,   losses  or  damages  directly  or  indirectly
resulting  from  the  sale of any  product  of or by,  or the  providing  of any
services by,  Seller  (including,  without  limitation,  with respect to product
recalls,  warranty  claims and  product  liability  claims,  whether  claims for
damages; injuries to persons or damage to property); and

          (d) any and all  actions,  suits,  proceedings,  claims,  liabilities,
demands,  assessments,  judgments,  costs  and  expenses,  including  reasonable
attorneys' fees, incident to any of the foregoing or such indemnification;

provided,  however, that if any claim, liability,  demand,  assessment,  action,
suit or proceeding  shall be asserted against Seller or any of its successors or
assigns in respect of which it proposes to demand indemnification,  Seller shall
immediately notify Buyer (with a copy to Parent) thereof in writing.  Subject to
rights  of or duties to any  insurer  or other  third  person  having  liability
therefor,  Buyer shall have the right  promptly  upon  receipt of such notice to
assume the control of the defense,  compromise  or settlement of any such claim,
demand, liability, assessment, action, suit or proceeding, including, at its own
expense,  employment or counsel  reasonably  satisfactory  to Seller;  provided,
however,  that if Buyer shall have  exercised  its right to assume such control,
Seller may, in its sole discretion,  employ counsel to represent it (in addition
to counsel  employed by Buyer, and in the latter case, at Seller's sole expense)
in any such  matter,  and in such  event  counsel  selected  by  Buyer  shall be
required to cooperate with such counsel of Seller in such defense, compromise or
settlement;  and provided further, however, that except as provided in the final
sentence of this Section 9, Buyer's and Parent's  obligation to indemnify  under
this Section 9 shall accrue only if and to the extent that the  aggregate of all
such  losses,  damages,  deficiencies,  debts,  liabilities,  costs and expenses
arising under this Agreement exceeds $5,000 and, except as otherwise provided in
Section  12,  occurs  within two (2) years  after the  Closing.  Notwithstanding
anything  to the  contrary,  the duty of  Parent  and  Buyer to pay the  Initial
Purchase  Price,  the Final Purchase  Price,  the  liabilities  set forth in the
Undertaking,  and all  other  amounts  set  forth or  referred  to in any of the
Agreements  shall  be  absolute  and  shall  not be  subject  to  the  $5,000.00
limitation set forth in the preceding sentence.

      10. Product Liability Matters
          -------------------------

          (a) For purposes of this Section,  the following  terms shall have the
following definitions:

          (i) "Coverage  Period"  means the period of time  beginning as of June
30, 2005, and ending as of August 1, 2010.


                                       14
<PAGE>

          (ii) "Product  Liability  Matters"  shall mean any matters  arising in
whole or in part out of the  manufacture,  production or sale at any time of any
product by Seller,  including  without  limitation,  product  recalls,  returns,
warranty  claims,  claims of product  defect,  claims of negligence  and product
liability  claims,  whether or not the sale of such products shall have occurred
prior to, on or after the Effective Date.

          (iii)  "Product  Liability  Policies"  shall mean  insurance  policies
pertaining to Product Liability Matters.

          (b)  Seller  shall  maintain  in full  force and  effect  all  Product
Liability  Policies  which Seller  maintained  as of June 30, 2005,  through the
respective  policy  expiration  dates.  Buyer shall reimburse Seller for the pro
rata portion of all  insurance  premiums  applicable  to such Product  Liability
Policies  for the  period of time from June 30,  2005,  through  the  respective
policy expiration dates.

          (c) Seller shall  indemnify Buyer and Parent solely to the extent that
Seller has coverage under any Product Liability  Policies for all loss,  damage,
cost and expense,  including  without  limitation  reasonable  attorneys'  fees,
suffered  or  incurred  by Buyer or Parent  with  respect to  Product  Liability
Matters.  Notwithstanding  anything to the contrary, the liability of Seller and
Shareholder  arising  out of the  duty  of  indemnification  set  forth  in this
Subsection (c). shall not extend to any of the assets of Seller or Shareholder.

          (d) At their sole cost and expense,  throughout  the Coverage  Period,
Buyer and Parent shall  maintain  Product  Liability  Policies on an  occurrence
basis naming Seller and Shareholder as insureds, such Product Liability Policies
to be in amount,  form and substance  and with  insurance  companies  reasonably
satisfactory  to Seller and  Shareholder.  Upon request from time to time but at
least  no less  than  annually,  Buyer  and  Parent  shall  provide  Seller  and
Shareholder  with  evidence  of such  coverage as Seller and  Shareholder  shall
reasonably require.

          (e) Buyer and Parent shall defend,  indemnify and hold harmless Seller
and  Shareholder  from any and all loss,  damage,  cost and  expense,  including
without limitation  deductibles,  self-insured retention amounts, and reasonable
attorneys' fees,  suffered or incurred by Seller or Shareholder by reason of any
Product  Liability  Matters,  to the extent that Seller and  Shareholder are not
subject to a defense  and  indemnification  under the Product  Liability  Policy
referred to in Subsection b. of this Section.

      11. Expenses and Finder's Fees.  Seller will bear the expenses incurred by
          --------------------------
Seller in  connection  with this  Agreement  and its  performance  and Buyer and
Parent will bear the expenses  incurred by them.  Seller,  on the one hand,  and
Buyer and Parent,  on the other hand,  each  represent  and warrant to the other
that  the   negotiations   relative  to  this  Agreement  and  the  transactions
contemplated  hereby  have been  carried  on by Seller  directly  with Buyer and
Parent  and in such a manner  as not to give rise to any  valid  claims  against
Seller or Buyer or Parent for a brokerage commission, finder's fee or other like
payment.  Seller represents and warrants to Buyer and Parent that neither Seller
nor any officer or director of Seller  knows of any broker or finder  having any
connection with this Agreement or the transactions  contemplated  hereby;  Buyer
and Parent represent and warrant to Seller that neither Buyer nor Parent nor any
officer or director of Buyer or Parent knows of any broker or finder  having any
connection with this Agreement or the transactions contemplated hereby.

      12.  Survival  of  Representations  and  Warranties.  Except as  otherwise
           ----------------------------------------------
provided  in  this  Agreement,  the  respective   representations,   warranties,
covenants and agreements of Seller and the  Shareholder  and of Buyer and Parent
contained  or deemed to be contained  herein shall  survive the Closing Date for
two (2) years, except for:


                                       15
<PAGE>

          (a) Any item as to  which,  within  such two (2)  year  period,  Buyer
and/or Parent, under Section 8, or Seller and the Shareholder,  under Section 9,
shall have in good faith asserted a bona fide claim in writing against the other
party or parties,  which claim shall identify with  reasonable  specificity  the
basis of the claim;

          (b) Buyer's obligation,  and Parent's obligation to cause Buyer to pay
or perform assumed liabilities or obligations pursuant to the Undertaking, which
terminates when such liabilities or obligations have been paid or performed,  as
the case may be;

          (c) Any representation, warranty, covenant or agreement on the part of
Seller  relating to taxes owing by Seller,  including  liens attaching to any of
the Purchased Assets as a result of the failure to pay taxes, which shall extend
for a period equal to the applicable statute of limitations;

          (d)  Any  representation,   warranty,  covenant,  agreement,  duty  or
obligation  on the part of Buyer and Parent  referred to in Section 9(c) of this
Agreement  or referred to in Section 10 of this  Agreement,  which shall  extend
forever;

          (e) The agreements relating to transfer taxes under Section 17(1).

      13. Covenant Against Competition.  (a) As a further inducement to Buyer to
          ----------------------------
purchase  the  assets of Seller  hereunder,  Seller  and the  Shareholder  agree
jointly  and not  severally  that  (except to the extent  otherwise  provided in
subsection  (b) hereof) for the period from the Closing Date through the two (2)
year anniversary of the Closing Date:

          (i)  Seller  and the  Shareholder  will  not in any way,  directly  or
indirectly,  own, manage, operate or control any enterprise which engages in, or
otherwise  carries on, any business activity in competition with the business of
Seller  transferred  to  Buyer as of the  Closing  Date in any  geographic  area
(including,  without  limitation,  North,  Central  and South  America) in which
products  of Seller are sold or are  offered  for sale by Buyer;  Seller and the
Shareholder  recognize that the offer and sale of the products of Seller will be
worldwide in scope in that Buyer will directly  advertise  and solicit  business
from customers wherever they may be found;

          (ii) Neither Seller nor the  Shareholder  will at any time disclose to
other  than  Buyer  or  any of  Buyer's  affiliates,  or  use,  any  proprietary
information  relating to Seller,  whether or not such information is embodied in
writing or other  physical  form,  except for any such  proprietary  information
which is or  becomes  publicly  available  through  no fault  of  Seller  or the
Shareholder,  in which case Seller or the Principal  Shareholder may disclose to
the extent  required by  applicable  law.  For purposes of this  Agreement,  the
phrase "proprietary information" means all information which is known only to an
employee,  former  employee or consultant  of or other person in a  confidential
relationship  with Seller or any of its affiliates and which relates to specific
technical matters concerning Seller, such as, without limiting the generality of
the foregoing, devices, formulae, components,  patterns or materials or machines
for manufacturing,  testing, building or product development, sales or financing
procedures  or methods of Seller or any of its  affiliates  or which  relates to
specific  business  matters  concerning  Seller such as,  without  limiting  the
generality of the foregoing, the identity of suppliers, customers or contractors
of Seller or its affiliates;

          (iii) Seller and the  Shareholder  recognize  that all  documents  and
objects containing or reflecting any proprietary information relating to Seller,
whether  developed  by  Seller  or by  someone  else  for  Seller  or any of its
affiliates,  will be after the Closing Date the respective exclusive property of
Buyer or of such of its affiliates, as the case may be; and


                                       16
<PAGE>

          (iv) Neither Seller nor the Shareholder will recruit any employees who
accept employment with Buyer who were formerly  employed by Seller,  except with
the consent of Buyer, which shall not be unreasonably withheld.

          (b) In the event  that a court of  competent  jurisdiction  holds that
Parent or Buyer breached the provisions of any of the Agreements,  including the
Employment Agreement,  the restrictions  contained in this covenant as described
in Section 13 herein shall automatically terminate.

          (c)  Notwithstanding  anything  to the  contrary,  in the event of any
material  breach,  violation or default by: Buyer or Parent of the provisions of
this Asset Purchase Agreement,  or by Parent of the provisions of the Employment
Letter Agreement between Parent and Shareholder,  or by Parent of the provisions
of the Lease Agreement  between  Shareholder and Parent,  Seller and Shareholder
shall be released  and  relieved of any and all duties and  obligations  arising
under Section 13 of this Agreement.

      14. Guaranty of Receivables.  On the Closing Date,  Seller and Buyer shall
          -----------------------
jointly  send a  letter  to  each of the  obligors  on the  Accounts  Receivable
purchased  hereunder,  informing each such obligor of the transfer hereunder and
instructing  them to remit all  payments  and  other  items in  respect  of such
Accounts  Receivable  and all  future  Accounts  Receivable  of the Buyer to the
lockbox of the Buyer as specified in such letter. Buyer shall, after the Closing
Date, use efforts consistent with the efforts used by Buyer in the collection of
its own Accounts  Receivable,  exclusive,  however, of suit or other third-party
collection  methods,  to collect the  Accounts  Receivable  of Seller  purchased
hereunder.  For each such Account  Receivable,  any amounts  received  from, the
account  customer  shall be applied first to reduce such Account  Receivable and
then to other  amounts owed by such  customer,  except for amounts which are the
subject of a bona fide dispute and not paid by reason of such  disputed  amounts
which are  identifiable  to a particular  Account  Receivable  and amounts as to
which  the  account  customer  has  directed  that  there be-  application  to a
particular Account  Receivable.  Without regard to any assertion that Seller may
make with  respect  to prior  collection  efforts,  ninety  (90) days  after the
Closing Date, to the extent the aggregate  amount of such  uncollected  Accounts
Receivable  exceeds the amount  contained in the Reserve,  Seller shall upon ten
(10) days notice from Buyer,  reimburse Buyer an amount equal to the amount then
outstanding  in respect of each such  Account  Receivable  transferred  to Buyer
hereunder, and upon such reimbursement,  Buyer shall promptly transfer to Seller
or its assignee all right, title and interest in and to such Account Receivable.
With respect to any Account  Receivable for which Seller has  reimbursed  Buyer,
Buyer  shall  apply any  funds  collected  by it with  respect  to such  Account
Receivable  in the same manner as they would be applied  hereunder had they been
collected  prior to  reimbursement  by Seller and shall  promptly remit any such
collections thereon to Seller. Seller shall be entitled to pursue the collection
of any outstanding Account Receivable for which it has reimbursed Buyer or which
Buyer has not  purchased  hereunder,  except that Seller shall confer with Buyer
prior to taking any such  action and Seller  agrees to use its  reasonable  best
efforts not to injure any customer  relationships of Buyer. Seller hereby agrees
to authorize  such banks as Buyer shall  designate to deposit  without  Seller's
endorsement  into  Buyer's  account  payments on Accounts  Receivable  which are
addressed  to  Seller,  and  any  payments  received  by  Seller  on an  Account
Receivable of Buyer  attributable  to the Seller will be held in trust for Buyer
and promptly delivered to Buyer.

      15. Inventory Amount.  For purposes of determining the Purchase Price, the
          ----------------
Inventory  Amount shall be determined in accordance  with Exhibit D hereto which
shall be finalized and attached to this Agreement at Closing.

      16. Press Releases.  Any public  announcements  regarding the transactions
          --------------
contemplated  hereby  shall be made only with the  mutual  consent of Seller and
Parent.


                                       17
<PAGE>

      17. Miscellaneous.
          -------------

          (a) Cooperation. Each of the parties hereto shall use its best efforts
              -----------
to take or cause to be taken,  and to cooperate with the other party hereto,  to
the extent  necessary  with  respect to all  actions,  and to do, or cause to be
done, consistent with applicable law, all things' necessary, proper or advisable
to  consummate  and  make  effective  the  transactions   contemplated  by  this
Agreement.  From time to time prior to the Closing  Date,  Seller will  promptly
supplement or amend any list  previously  delivered to Buyer pursuant to Section
4(g) with  respect  to any  matter  hereafter  arising  which,  if  existing  or
occurring  at the date of this  Agreement,  would have been  required  to be set
forth or described in such list.  No  supplement  or amendment to any list shall
have any effect for the purpose of determining satisfaction of the condition set
forth in Section 6(b).

          (b)  Regulatory  Filings;  Access.  Each of the  parties  hereto  will
               -------------------
furnish to the other party  hereto such  necessary  information  and  reasonable
assistance as such other party may  reasonably  request in  connection  with its
preparation  of necessary  filings or submissions  to any  governmental  agency;
provided,  however,  that any regulatory  filings  required of Buyer shall be at
Buyer's  expense.  Seller  agrees  to  give  Buyer  and  advisors,  counsel  and
representatives of Buyer reasonable access to its records and facilities for the
purpose of evaluating the basis for the transactions  contemplated  hereby. Such
access shall include,  without limitation,  the review of the books, records and
business affairs of Seller.

          (c) Waiver. Any failure of either of the parties hereto to comply with
              ------
any of its obligations or agreements or to fulfill  conditions  herein contained
may be waived in writing by the other party.

          (d) Notices. All notices and other  communications  hereunder shall be
              -------
in writing and shall be deemed.  to have been duly given if delivered or mailed,
first class postage prepaid:

          (i) If to Seller or to the Shareholder, to:
                    Mifflin Valley, Inc.
                    Attention:  Michael Gallen
                    833 Wyomissing  Road
                    Mohnton,  PA 19540

                    (with a copy to):
                    Jestyn G. Payne, Esquire
                    Kozloff Stoudt
                    P.O. Box 6286
                    2640 Westview Drive
                    Wyomissing, PA  19610

         (ii) If to Buyer or Parent, to:
                    Lakeland Industries, Inc.,
                    701 Koehler Ave, Suite 7, Ronkonkoma NY 11779
                    Attention: Gary Pokrassa
                    (with a copy to) Christopher J. Ryan

Such names and addresses may be changed by written  notice to each person listed
above.

          (e) Governing Law. This  Agreement  shall be governed by and construed
              -------------
in accordance with the internal  substantive  laws and not the choice of laws of
the  Commonwealth  of  Pennsylvania.  All  disputes  brought with respect to the
Agreement  shall be brought before the courts of  Pennsylvania or other court of
competent jurisdiction.


                                       18
<PAGE>

          (f) Counterparts. This Agreement may be executed simultaneously in two
              ------------
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

          (g) Headings. The section headings contained in this Agreement are for
              --------
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

          (h) Entire  Agreement.  This Agreement,  including the Exhibits hereto
              -----------------
and  the  documents  referred  to  herein  embodies  the  entire  agreement  and
understanding  of the parties hereto in respect of the subject matter  contained
herein.  There  are  no  restrictions,  promises,  representations,  warranties,
covenants or  undertakings,  other than those expressly set forth or referred to
herein  or  therein.   This  Agreement   supersedes  all  prior  agreements  and
understandings between the parties with respect to such subject matter.

          (i) Amendment  and  Modification.   This  Agreement  may be amended or
              ----------------------------
modified only by written agreement of the parties hereto.

          (j) Binding  Effect;  Benefits.   This  Agreement  shall  inure to the
              --------------------------
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors  and  assigns;  nothing in this  Agreement,  express or  implied,  is
intended  to  confer  on any  person  other  than the  parties  hereto  or their
respective  successors  and  assigns  any  rights,   remedies,   obligations  or
liabilities under or by reason of this Agreement.

          (k) Assignability. This Agreement shall not be assignable by any party
              -------------
hereto  other  than,  in the case of an  assignment  by  Buyer,  to a direct  or
indirect  subsidiary of Parent,  without the prior written  consent of the other
party hereto.

          (1) Transfer  Taxes.    All  transfer  taxes,   stamp  taxes,   realty
              ----------------
documentary  stamp taxes and sales and use taxes, if any, imposed by the laws of
the  Commonwealth of Pennsylvania  and payable by reason of this  transaction or
the sale,  transfer or delivery of any of the Purchased Assets shall be paid and
borne as follows:

          (i)  All  such  taxes  with  respect  to any  realty  included  in the
Purchased Assets shall be paid and borne by Seller.

          (ii) The parties believe that the tangible  personal property included
in the Purchased  Assets  (including,  without  limitation,  inventories  of raw
materials,  work in process and  finished  goods) is exempt from sales and other
transfer taxes in the State of Pennsylvania. However, in the event that any such
taxes are ultimately  determined to be due with respect to any of such Purchased
Assets, they shall be paid and borne by Buyer.

          (m) Prorations.   At the  Closing,  ad valorem  property  taxes on the
              ----------
Purchased  Assets and utility services with respect thereto shall be prorated as
of the Closing Date between Seller and Buyer.

          (n) General  Manager's  Salary.  Following  the  Closing,  the General
              --------------------------
Manager of Seller shall have his annual salary  adjusted upward by the amount of
the annual withholding for medical and dental health insurance.

          (o) Reimbursement for COBRA Payments.   The parties to this  Agreement
              --------------------------------
acknowledge  that as of the Closing  Date,  Seller  shall  terminate  the health
coverage  benefits of Shareholder and the General  Manager of  Shareholder.  The
parties to this Agreement  further  acknowledge that although Buyer shall enroll
Shareholder and General  Manager of Seller in its health care coverage  program,
that  program  has a  ninety  (90)  day  eligibility  waiting  period  and  thus
Shareholder  and  General  Manager of  Shareholder  shall  need to obtain  COBRA
coverage


                                       19
<PAGE>

during that ninety (90) day  eligibility  waiting  period.  Buyer covenants that
upon demand, Buyer shall reimburse Shareholder and the General Manager of Seller
in an amount equal to the COBRA  payments which they pay during such ninety (90)
day eligibility waiting period.

      IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement
as of the date first above written.

                                              LAKELAND INDUSTRIES, INC.

                                        By:   /s/Christopher J. Ryan
                                              ----------------------------------
                                              Name:  Christopher J. Ryan
                                              Title: President & General Counsel

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                              MIFFLIN VALLEY, INC.

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                              MIFFLIN VALLEY, INC.

                                        By:   /s/Michael Gallen
                                              ----------------------------------
                                              Name: Michael Gallen
                                              Title: President

                                              ----------------------------------
                                              Michael Gallen


                                       20
<PAGE>

                                    EXHIBIT A
                                  BILL OF SALE

Mifflin Valley Inc., a Pennsylvania  corporation  ("Assignor"),  pursuant to the
Asset Purchase Agreement, dated as of July 18, 2005, (the "Agreement"),  between
Assignor and the Principal  Shareholder  of Assignor and Mifflin  Valley,  Inc.,
("Buyer"),  a Delaware  corporation,  and  wholly-owned  subsidiary  of Lakeland
Industries,  Inc., and for good and valuable  consideration  to it in hand paid,
receipt of which is hereby acknowledged,  does sell, assign, transfer and convey
unto Assignee,  its successors and assigns, as at the opening of business on the
date hereof, all of Assignor's  business,  properties and assets  constituting a
going concern, and all of Assignor's rights,  whether at common law or otherwise
(except  rights of Assignor and Excluded  Assets under the  Agreement),  claims,
including the proceeds of any claims which may not be assignable,  and causes of
action arising out of any transaction  occurring on or prior to the date hereof,
with  respect  to  Assignor's   business,   properties  and  assets  transferred
hereunder,  irrespective  of the time or date on which any such right,  claim or
cause of action may arise or accrue.

Without limiting the generality of the foregoing,  and subject to the exceptions
set forth above,  the rights,  claims,  causes of action and property and assets
being sold, assigned, transferred and conveyed hereunder by Assignor include all
of its right, title and interest in, to and under the following:

   a) Existing assets, properties and business;
   b) Leases (other than for the existing real estate lease agreement pertaining
      to  the  property  located  at  31  South  Sterley  Street,   Shillington,
      Pennsylvania),  security  deposits  and options  under  leases,  licenses,
      franchises, sales and other contracts;
   c) Inventories,  merchandise,  machinery,  equipment, furniture, tools, dies,
      jigs, vehicles, instruments and fixtures;
   d) Petty cash as of the date hereof;
   e) Patents, copyrights,  trademarks, formulae, trade secrets, trade names and
      other intangibles;
   f) Accounts receivable;
   g) Sundry assets and supplies; and
   h) Designs, drawings; research.  engineering;  marketing, and other data, and
      all books and records, including those maintained on tapes, discs or other
      magnetic or electronic  storage media,  except for corporate minute books,
      stock  ledgers and stock  books,  relating to its  assets,  business,  and
      operations; and

Notwithstanding the foregoing;  there shall be excluded from the rights, claims,
causes of action and property and assets being sold,  assigned,  transferred and
conveyed hereunder all Excluded Assets (as defined in Exhibit "B").

          Assignor hereby authorizes  Assignee to take any appropriate action in
connection  with any of said rights,  claims,  causes of action and property and
assets being sold, assigned,  transferred and conveyed hereunder, in the name of
Assignor or in its own or any other name but at its own expense.

          TO HAVE  AND TO  HOLD  said  rights,  claims,  causes  of  action  and
property, including without limitation the assets and business of Assignor, as a
going concern,  unto Assignee and its successors and assigns., to and for its or
their use forever.

And Assignor does hereby warrant, covenant and agree that it:

      (a) will warrant and defend the sale of said property, assets and business
against each and every person or persons whomsoever  claiming:  or who may claim
against any or all of the same;


                                       21
<PAGE>

and

      (b) will take all steps  necessary  to put  Assignee,  its  successors  or
assigns in actual possession and operating control of said property,  assets and
business.

      Notwithstanding anything to the contrary,  except for such representations
and warranties as are specifically set forth in the Agreement or in this Bill of
Sale, Seller makes no  representations  or warranties of any kind or nature with
respect to the business,  properties  and assets which are the subject matter of
this Bill of Sale.

          IN WITNESS  WHEREOF,  Assignor has caused the same to be signed by its
President as at the opening of business on this first day of August, 2005.

                                              MIFFLIN VALLEY INC.

                                        By:   /s/Michael Gallen
                                              ----------------------------------
                                              Name: Michael Gallen
                                              Title: President


                                       22
<PAGE>

                                    Exhibit B
                                 EXCLUDED ASSETS


Minute Book
Stock Transfer Ledger
Tax Returns
Financial Reports
Property of a Personal Nature of Either Michael Gallen or Donna Gallen
Table and eight (8) chairs
Insurance policies
Antique display cases
Fifth floor stove and refrigerator
Fifth floor banquet chairs and stools (approximately eighty [80])
Front awning and roof
Building fire extinguishers
Basement sump pump
All  property   affixed  to  building   located  at  31  South  Sterley  Street,
Shillington, Pennsylvania including all equipment and mechanical systems
All claims arising out of the Smarty Pants bankruptcy/insolvency account
The cause of action against the Borough of Shillington and Shillington Municipal
Authority and all proceeds thereof.


                                       23
<PAGE>

                                    Exhibit C
                        Undertaking as of August 1, 2005.

          Undertaking by Mifflin Valley, Inc. ("Buyer"),  a Delaware corporation
and wholly-owned subsidiary of Lakeland Industries, Inc. ("Parent"), in favor of
Mifflin Valley, Inc, a Pennsylvania corporation ("Seller").

                                   WITNESSETH:
          WHEREAS,  pursuant  to an Asset  Purchase  Agreement  dated as of July
____,   2005,(the   "Agreement")   by  and  among  Seller,   Michael  J.  Gallen
("Shareholder"),  the  shareholder  of  Seller,  Parent  and  Buyer,  Seller has
concurrently  herewith  assigned,  transferred,  conveyed and delivered to Buyer
certain of Seller's existing property,  assets and business, as a going concern;
and

          WHEREAS, in partial consideration therefor the Agreement requires that
Buyer  undertake  to assume and to agree to perform,  pay or  discharge  certain
liabilities and obligations of Seller as specified herein; and

          WHEREAS,  all terms used but not otherwise  defined  herein shall have
the meaning set forth in the Agreement;

          NOW,  THEREFORE,  in consideration of the mutual promises set forth in
the Agreement and other good and valuable consideration, the receipt of which is
hereby  acknowledged,  Buyer  hereby  undertakes.  assumes  and agrees to timely
perform,  pay and  discharge  each and every duty,  obligation  and liability of
Seller set forth below to the extent not performed, paid or discharged by Seller
as of the Effective Date as that term is defined in the Agreement:

      1.  All bids, orders, commitments,  proposals,  agreements  and  contracts
made or incurred  in the  ordinary  course of  business of the Seller  including
those set forth on any of the lists attached to the Agreement; and

      2.  All  commissions,   loans,  credit  card  balances  and  other  debts,
obligations  and  liabilities  of  Seller  shown or set  forth on the  books and
records of Seller as of the Closing Date.

provided,  however,  that  (except as otherwise  provided  above) Buyer does not
undertake,  assume,  agree to perform, pay or discharge any obligation of Seller
for or arising out of any contract or other agreement which requires the consent
of a third party,  which  consent has not been  obtained at the date hereof,  or
within ten (10) days following receipt by Seller of notice from Buyer thereof.

          Upon request from time to time by Seller or  Shareholder,  Buyer shall
provide  Seller and  Shareholder  with  reasonable  evidence of Buyer's full and
timely compliance with the provisions of this  Undertaking,  such evidence to be
in form and substance reasonably satisfactory to Seller and Shareholder.

          Nothing  contained  herein shall require Buyer to pay or discharge any
liability or obligation assumed hereby prior to the entry of a final judgment so
long as Buyer in good faith shall contest or cause to be contested the amount or
validity  thereof by the institution of appropriate  proceedings,  provided that
Buyer shall  promptly pay or discharge  any such  liability or obligation to the
extent determined to be due in any such final judgment.

          No title warranty,  representation or covenant made to Buyer by Seller
pursuant to the Agreement is hereby assumed by Buyer. Other than as specifically
stated above, Buyer


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<PAGE>

assumes no liability or obligation of Seller by this Undertaking.

          This Undertaking  shall inure to the benefit of Seller and Shareholder
and their respective heirs, representatives, successors and assigns and shall be
binding  upon Buyer and its  successors  and  assigns.  Buyer will  execute  any
additional   documents  reasonably  requested  by  Seller  to  evidence  Buyer's
undertaking hereunder.

          Notwithstanding  any  term  or  provision  of the  Agreement  or  this
Undertaking,  this document does not create any right of subrogation on the part
of and shall not inure to the benefit of any person other than Seller.

                                           MIFFLIN VALLEY, INC.

                                           By: /s/Christopher J. Ryan
                                               ---------------------------------
                                           Name: Christopher J. Ryan
                                           Title: President & Secretary


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<PAGE>

                                    Exhibit D
                                INVENTORY AMOUNT

[TO BE COMPLETED AT CLOSING]


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