LOAN AGREEMENT EXHIBIT           10.11


Wachovia Bank, National Association
12 East 49th Street, 20th Floor
New York, New York  10017
(Hereinafter referred to as the "Bank")

Lakeland Industries, Inc.
Attn: Christopher J. Ryan, Chief Executive Officer and
Gary Pokrassa, Chief Financial Officer
701-07 Koehler Avenue
Ronkonkoma, New York  11779
(Individually and collectively "Borrower")

This Loan Agreement  ("Agreement")  is entered into July 7, 2005, by and between
Bank and Borrower.

This Agreement applies to the loan or loans (individually and collectively,  the
"Loan") evidenced by a certain  $25,000,000.00  Promissory Note from Borrower to
Bank of even date herewith, or other notes subject hereto, as modified from time
to time (whether one or more, the "Note"),  the commercial letters of credit and
standby  letters of credit  issued  hereunder  (each,  a "Letter of Credit"  and
collectively,  the "Letters of Credit") and all Loan Documents.  The terms "Loan
Documents"  and  "Obligations,"  as used in this  Agreement,  are defined in the
Note.

Relying upon the covenants, agreements, representations and warranties contained
in this  Agreement,  Bank is willing to extend credit to Borrower upon the terms
and subject to the conditions  set forth herein,  and Bank and Borrower agree as
follows:

LETTERS OF CREDIT.  Upon the request of  Borrower,  Bank shall issue  commercial
Letters of Credit and standby Letters of Credit,  provided, the aggregate amount
available to be drawn under all Letters of Credit plus the  aggregate  amount of
unreimbursed  drawings  under  all  Letters  of  Credit at any one time does not
exceed  $2,000,000.00,  and further  provided,  no Letter of Credit shall expire
more than 180 days after the date it is issued.  Notwithstanding anything to the
contrary  contained  herein,  the  aggregate  outstanding  principal  balance of
Advances  (as defined in the Note) plus the  aggregate  amount  available  to be
drawn  under all  Letters of Credit plus the  aggregate  amount of  unreimbursed
drawings  under  all  Letters  of  Credit  at any  one  time  shall  not  exceed
$25,000,000.00.  The Letters of Credit are to be used by Borrower  solely to for
Borrower's  general  corporate  purposes.  Bank's obligation to issue Letters of
Credit shall terminate if Borrower is in default (however denominated) under the
Note or the other Loan Documents,  or in any case, if not sooner terminated,  on
July 7, 2010.

LETTER OF CREDIT FEES. Borrower shall pay to Bank, annually, in advance, at such
times as Bank shall require,  Bank's standard fees in connection with commercial
Letters of Credit as in effect from time to time, for so long as such commercial
Letter of Credit is outstanding,  and with respect to standby Letters of Credit,
at the time of issuance of each standby  Letter of Credit,  a fee equal to 1.25%
per annum on the face amount of each  standby  Letter of Credit,  for so long as
such standby Letter of Credit is outstanding.

REPRESENTATIONS.  Borrower  represents  that from the date of this Agreement and
until  final  payment  in full of the  Obligations:  Accurate  Information.  All
information now and hereafter furnished to Bank, including information set forth
in a certain Borrower Information  Certificate dated May 19, 2005 (the "Borrower
Information  Certificate"),  is and will be true, correct and complete. Any such
information  relating to Borrower's  financial condition will accurately reflect
Borrower's  financial  condition  as of  the  date(s)  thereof,  (including  all
contingent  liabilities of every type), and Borrower further represents that its
financial condition has not changed materially or adversely since the date(s) of
such documents.  Authorization;  Non-Contravention.  The execution, delivery and
performance by Borrower and any guarantor, as applicable,  of this Agreement and
other Loan Documents to which it is a party are within its


<PAGE>

power, have been duly authorized as may be required and, if necessary, by making
appropriate  filings  with any  governmental  agency or unit and are the  legal,
binding, valid and enforceable  obligations of Borrower and any guarantors;  and
do not (i)  contravene,  or constitute  (with or without the giving of notice or
lapse of time or  both) a  violation  of any  provision  of  applicable  law,  a
violation of the  organizational  documents of Borrower or any  guarantor,  or a
default  under  any  agreement,  judgment,  injunction,  order,  decree or other
instrument binding upon or affecting  Borrower or any guarantor,  (ii) result in
the creation or  imposition  of any lien (other than the lien(s)  created by the
Loan  Documents) on any of Borrower's or any guarantor's  assets,  or (iii) give
cause for the  acceleration  of any  obligations of Borrower or any guarantor to
any other creditor.  Asset Ownership.  Borrower has good and marketable title to
all of the properties  and assets  reflected on the balance sheets and financial
statements  supplied Bank by Borrower,  and all such  properties  and assets are
free and clear of mortgages,  security deeds,  pledges,  liens, charges, and all
other  encumbrances,  except  as  disclosed  on  Exhibit  B  attached  hereto or
otherwise  disclosed  to  Bank by  Borrower  in  writing  and  approved  by Bank
("Permitted Liens"). To Borrower's knowledge,  no default has occurred under any
Permitted Liens and no claims or interests adverse to Borrower's  present rights
in its properties and assets have arisen. Discharge of Liens and Taxes. Borrower
has duly filed, paid and/or discharged all taxes or other claims that may become
a lien on any of its  property  or assets,  except to the extent that such items
are being appropriately  contested in good faith and an adequate reserve for the
payment thereof is being  maintained.  Sufficiency of Capital.  Borrower is not,
and  after  consummation  of this  Agreement  and  after  giving  effect  to all
indebtedness  incurred and liens created by Borrower in connection with the Note
and any other Loan Documents,  will not be,  insolvent  within the meaning of 11
U.S.C. ss. 101, as in effect from time to time.  Compliance with Laws.  Borrower
is in compliance in all respects with all federal,  state and local laws,  rules
and  regulations  applicable  to  its  properties,   operations,  business,  and
finances,  including,  without limitation, any federal or state laws relating to
liquor (including 18 U.S.C. ss. 3617, et seq.) or narcotics (including 21 U.S.C.
ss. 801, et seq.) and/or any commercial  crimes; all applicable  federal,  state
and local laws and  regulations  intended  to protect the  environment;  and the
Employee  Retirement  Income  Security  Act of 1974,  as amended  ("ERISA"),  if
applicable. Organization and Authority. Each corporation, partnership or limited
liability  company Borrower and/or  guarantor,  as applicable,  is duly created,
validly  existing  and in good  standing  under  the  laws of the  state  of its
organization,  and  has  all  powers,  governmental  licenses,   authorizations,
consents and approvals  required to operate its business as now conducted.  Each
corporation, partnership or limited liability company Borrower and/or guarantor,
as  applicable,  is  duly  qualified,  licensed  and in  good  standing  in each
jurisdiction  where  qualification or licensing is required by the nature of its
business or the character  and location of its property,  business or customers,
and in which the  failure to so qualify or be  licensed,  as the case may be, in
the aggregate,  could have a material adverse effect on the business,  financial
position, results of operations, properties or prospects of Borrower or any such
guarantor.  No Litigation.  There are no pending or threatened suits,  claims or
demands  against  Borrower or any guarantor that: (i) have not been disclosed to
Bank by Borrower in writing,  and approved by Bank, or (ii) could  reasonably be
expected to have a material  adverse effect on Borrower's  results of operation,
financial  condition or cash flow. ERISA. Each employee pension benefit plan, as
defined in ERISA,  maintained  by Borrower  meets,  as of the date  hereof,  the
minimum funding  standards of ERISA and all applicable  regulations  thereto and
requirements  thereof,  and of the Internal Revenue Code of 1986, as amended. No
"Prohibited  Transaction"  or  "Reportable  Event" (as both terms are defined by
ERISA) has occurred with respect to any such plan.

AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and until final
payment  in full of the  Obligations,  unless  Bank shall  otherwise  consent in
writing,  Borrower will: Access to Books and Records. Allow Bank, or its agents,
during  normal  business  hours,  access to the  books,  records  and such other
documents  of  Borrower as Bank shall  reasonably  require,  and allow Bank,  at
Borrower's expense, to inspect,  audit and examine the same and to make extracts
therefrom and to make copies thereof.  Accounts Payable Aging.  Deliver to Bank,
from time to time  hereafter but not less than  quarterly  within 45 days of the
end of each such period, a detailed  payables report including aging of payables
by total,  vendor  names and  addresses,  a  reconciliation  statement,  and the
original date of each invoice.  Accounts Receivable Aging. Deliver to Bank, from
time to time hereafter but not less than quarterly  within 45 days of the end of
each such period, a detailed receivables report including totals, customer names
and  addresses,  a  reconciliation  statement,  and  the  original  date of each
invoice.  Business  Continuity.  Conduct its business in substantially  the same
manner and locations as such


                                     Page 2
<PAGE>

business  is  now  and  has  previously  been  conducted.  Certificate  of  Full
Compliance  From  Accountant.   Deliver  to  Bank,  with  the  annual  financial
statements required herein, a certification by Borrower's  independent certified
public  accountant  that Borrower is in full compliance with the Loan Documents.
Compliance with Other Agreements. Comply with all terms and conditions contained
in this  Agreement,  and any  other  Loan  Documents,  and swap  agreements,  if
applicable, as defined in the 11 U.S.C. ss. 101, as in effect from time to time.
Estoppel Certificate.  Furnish,  within 15 days after request by Bank, a written
statement duly acknowledged of the amount due under the Loan and whether offsets
or  defenses  exist  against  the  Obligations.   Insurance.  Maintain  adequate
insurance  coverage with respect to its properties and business  against loss or
damage of the kinds and in the amounts  customarily insured against by companies
of established  reputation engaged in the same or similar businesses  including,
without limitation, commercial general liability insurance, workers compensation
insurance, and business interruption insurance; all acquired in such amounts and
from such companies as Bank may reasonably require.  Inventory Reports.  Deliver
to Bank, from time to time hereafter but not less than quarterly  within 45 days
of the end of each such period,  an inventory report showing  individual  values
for  raw  materials,  work-in-progress,  finished  products  and  any  inventory
obsolescence.  Management Letter. Borrower shall deliver to Bank within 120 days
after  the  close  of each  fiscal  year,  its  Management  Letter,  in form and
substance  acceptable  to Bank,  prepared by  Borrower's  independent  certified
public accountant. Maintain Properties. Maintain, preserve and keep its property
in good repair, working order and condition, making all replacements,  additions
and  improvements  thereto  necessary  for the proper  conduct of its  business,
unless prohibited by the Loan Documents.  Non-Default Certificate From Borrower.
Deliver to Bank,  with the Financial  Statements  required  below, a certificate
signed by a principal financial officer of Borrower warranting that no "Default"
as  specified  in the Loan  Documents  nor any event  which,  upon the giving of
notice or lapse of time or both, would  constitute such a Default,  has occurred
and demonstrating  Borrower's  compliance with the financial covenants contained
herein.  Notice of Default and Other Notices. (a) Notice of Default.  Furnish to
Bank  immediately upon becoming aware of the existence of any condition or event
which  constitutes  a Default  (as defined in the Loan  Documents)  or any event
which, upon the giving of notice or lapse of time or both, may become a Default,
written  notice  specifying  the nature and period of existence  thereof and the
action which  Borrower is taking or proposes to take with respect  thereto.  (b)
Other  Notices.  Promptly  notify  Bank in writing of (i) any  material  adverse
change in its financial  condition or its  business;  (ii) any default under any
material  agreement,  contract or other  instrument to which it is a party or by
which any of its properties are bound,  or any  acceleration  of the maturity of
any indebtedness owing by Borrower;  (iii) any material adverse claim against or
affecting Borrower or any part of its properties;  (iv) the commencement of, and
any  material  determination  in,  any  litigation  with any third  party or any
proceeding  before any  governmental  agency or unit  affecting  Borrower with a
claim or  demand  in  excess  of  $100,000.00;  and (v) at  least 30 days  prior
thereto,  any change in  Borrower's  name or address as shown above,  and/or any
change in Borrower's structure.  Other Financial  Information.  Deliver promptly
such other information regarding the operation,  business affairs, and financial
condition of Borrower which Bank may reasonably  request.  Payment of Debts. Pay
and discharge  when due, and before  subject to penalty or further  charge,  and
otherwise satisfy before maturity or delinquency, all obligations, debts, taxes,
and  liabilities  of whatever  nature or amount,  except those which Borrower in
good faith disputes.  Reports and Proxies.  Deliver to Bank, promptly, a copy of
all  financial  statements,  reports,  notices,  and proxy  statements,  sent by
Borrower to  stockholders,  and all regular or periodic  reports  required to be
filed by Borrower with any governmental agency or authority.

NEGATIVE  COVENANTS.  Borrower  agrees that from the date hereof and until final
payment  in full of the  Obligations,  unless  Bank shall  otherwise  consent in
writing,  Borrower  will not:  Change in Fiscal  Year.  Change its fiscal  year.
Change of Control. Make or suffer a change of ownership that effectively changes
control of Borrower from current  ownership.  Encumbrances.  Create,  assume, or
permit to exist any mortgage, security deed, deed of trust, pledge, lien, charge
or other  encumbrance  on any of its  assets,  whether  now  owned or  hereafter
acquired,  other than: (i) security  interests  required by the Loan  Documents;
(ii)  liens  for  taxes  contested  in good  faith;  or (iii)  Permitted  Liens.
Guarantees.  Guarantee or otherwise  become  responsible  for obligations of any
other  person or persons,  other than the  endorsement  of checks and drafts for
collection in the ordinary course of business. Investments.  Purchase any stock,
securities,  or evidence of  indebtedness  of any other person or entity  except
investments in direct obligations of the United States Government,  other highly
liquid  investments  graded


                                     Page 3
<PAGE>

AAA or the  equivalent  within the United States of America (and with  exception
for certain  investments held in China and Mexico),  and certificates of deposit
of United States commercial banks having a tier 1 capital ratio of not less than
6% and then in an amount not  exceeding  10% of the  issuing  bank's  unimpaired
capital and surplus,  or other specific  investment  options,  to be determined.
Default on Other Contracts or Obligations. Default on any material contract with
or  obligation  when due to a third party or default in the  performance  of any
obligation   to  a  third  party   incurred  for  money   borrowed.   Government
Intervention.  Permit  the  assertion  or  making  of any  seizure,  vesting  or
intervention by or under authority of any  governmental  entity,  as a result of
which the  management of Borrower or any guarantor is displaced of its authority
in the conduct of its  respective  business or such  business  is  curtailed  or
materially impaired. Judgment Entered. Permit the entry of any monetary judgment
or the assessment  against,  the filing of any tax lien against, or the issuance
of any writ of  garnishment  or attachment  against any property of or debts due
Borrower  in an  amount  in excess of  $100,000.00  which is not  discharged  or
execution  is not  stayed  within 45 days of entry.  Prepayment  of Other  Debt.
Retire any long-term  debt entered into prior to the date of this Agreement at a
date in advance of its legal  obligation to do so. Retire or Repurchase  Capital
Stock.  Retire  or  otherwise  acquire  any of its  capital  stock in  excess of
$1,000,000.00 or pay annual cash dividends in excess of $1,000,000.00 annually.

ANNUAL  FINANCIAL  STATEMENTS.  Borrower shall deliver to Bank,  within 120 days
after the close of each fiscal year, audited financial statements reflecting its
operations during such fiscal year,  including,  without  limitation,  a balance
sheet,  profit and loss statement and statement of cash flows,  with  supporting
schedules;  all on a  consolidated  basis  with  respect  to  Borrower  and  its
subsidiaries,  affiliates and parent or holding company,  as applicable,  and in
reasonable  detail,  prepared in conformity with generally  accepted  accounting
principles,  applied on a basis  consistent with that of the preceding year. All
such statements shall be examined by an independent  certified public accountant
acceptable to Bank. The opinion of such independent  certified public accountant
shall not be  acceptable to Bank if qualified  due to any  limitations  in scope
imposed by Borrower or any other person or entity.  Any other  qualification  of
the opinion by the accountant  shall render the  acceptability  of the financial
statements subject to Bank's approval other than a consistency  exception due to
a change in accounting by a governmental  or  professional  entity  required for
Borrower  to  remain  in  compliance.  Any  consolidating  financial  statements
provided by Borrower shall be management-prepared.

PERIODIC  FINANCIAL  STATEMENTS.  Borrower shall deliver to Bank, within 45 days
after the end of each fiscal quarter,  unaudited  management-prepared  quarterly
financial statements including,  without limitation, a balance sheet, profit and
loss statement and statement of cash flows, with supporting schedules;  all on a
consolidated basis with respect to Borrower and its subsidiaries, affiliates and
parent or holding company, as applicable,  all in reasonable detail and prepared
in conformity with generally accepted accounting principles,  applied on a basis
consistent with that of the preceding  year. Such statements  shall be certified
as to their correctness by a principal financial officer of Borrower and in each
case,  if  audited  statements  are  required,  subject  to audit  and  year-end
adjustments.

TAX RETURNS.  Borrower shall deliver to Bank, within 30 days of filing, complete
copies of  federal  and state tax  returns,  as  applicable,  together  with all
schedules thereto, each of which shall be signed and certified by Borrower to be
true and complete  copies of such  returns.  In the event an extension is filed,
Borrower shall deliver a copy of the extension within 30 days of filing.

FINANCIAL  COVENANTS.  Borrower agrees to the following provisions from the date
hereof  until  final  payment  in full of the  Obligations,  unless  Bank  shall
otherwise  consent in  writing,  and each of the  following  covenants  shall be
calculated  on  a  consolidated  basis,  using  the  financial  information  for
Borrower,  its  subsidiaries,  affiliates and its holding or parent company,  as
applicable:

      (a) Funded Debt to EBITDA Ratio.  Borrower shall, at all times, maintain a
Funded Debt to EBITDA Ratio of not more than 3.50 to 1.00.  This covenant  shall
be tested  quarterly,  with EBITDA  calculated on a rolling four quarters basis.
"Funded  Debt to EBITDA  Ratio" shall mean the sum of all Funded Debt divided by
the sum of earnings  before  interest,  taxes,  depreciation  and  amortization.
"Funded  Debt"  shall mean,  as applied to any person or entity,  the sum of all
indebtedness for borrowed money (including,  without  limitation,  capital lease
and synthetic lease obligations,  subordinated debt


                                     Page 4
<PAGE>

(including  debt  subordinated  to the Bank),  and  unreimbursed  drawings under
letters of credit), or any other monetary obligation  evidenced by a note, bond,
debenture or other agreement or similar instrument of that person or entity.

      (b) Fixed Charge Coverage Ratio.  Borrower shall, at all times, maintain a
Fixed Charge  Coverage Ratio of not less than 1.50 to 1.00.  This covenant shall
be  calculated at Borrower's  fiscal year end and  quarterly,  on a rolling four
quarters  basis.  "Fixed Charge  Coverage  Ratio" shall mean the sum of earnings
before  interest,  taxes,  depreciation  and  amortization  plus other  non-cash
expenses minus dividends,  cash taxes paid, unfunded capital expenditures (i.e.,
capital  expenditures  not  funded  with bank debt or other  forms of  equipment
financing)  and  non-cash  income  divided by the sum of current  maturities  of
long-term  debt plus  current  maturities  of  capital  lease  obligations  plus
interest expense.

      (c) Collateral  Coverage Ratio.  Borrower shall, at all times,  maintain a
ratio of (a) Total Borrower Accounts plus Total Borrower  Inventory to (b) total
outstanding  Obligations  under  the Note,  of not less than 1.00 to 1.00.  This
covenant shall be tested quarterly.

      "Total Borrower Accounts" shall mean all Accounts owing to Borrower,  less
intercompany  accounts  receivables,  for the tested period.  "Accounts" has the
                                                               --------
meaning set forth in the Uniform  Commercial Code (or any successor  statute) as
presently  and  hereafter  enacted  under  the law of the State of New York (the
"Code"),  but shall not include Accounts owing to any subsidiary or affiliate of
Borrower, or any other party other than Borrower.

      "Total Borrower  Inventory" shall mean all Inventory owned by Borrower and
located within the United States of America for the tested  period.  "Inventory"
                                                                      ---------
has the  meaning set forth in the Code,  but shall not  include:  (a)  Inventory
owned by any subsidiary or affiliate of Borrower,  or any other party other than
Borrower;  and (b) Inventory  that is not located at a location  identified  and
certified by Borrower on the Borrower  Information  Certificate  as being within
the United States of America.

ADDITIONAL COVENANTS.  Borrower agrees to the following provisions from the date
hereof  until  final  payment  in full of the  Obligations,  unless  Bank  shall
otherwise  consent in  writing,  and each of the  following  covenants  shall be
calculated  on  a  consolidated  basis,  using  the  financial  information  for
Borrower,  its  subsidiaries,  affiliates and its holding or parent company,  as
applicable:

      (a) Limitation on Debt. Borrower and each guarantor shall not, directly or
indirectly,   create,   incur,  assume  or  become  liable  for  any  additional
indebtedness, whether contingent or direct.

      (b) Deposit  Relationship.  Borrower shall maintain its primary depository
account and cash management account with Bank.

      (c)  Leases.  Borrower  shall not incur,  create,  or assume any direct or
indirect  liability  for the  payment of rent or  otherwise,  under any lease or
rental arrangement  (excluding capitalized leases) if immediately thereafter the
sum of such lease or rental  payments to be made by Borrower during any 12-month
period is increased by $250,000.00 in the aggregate.

      (d) Loans and Advances.  Borrower shall not,  during any fiscal year, make
loans or  advances,  excepting  ordinary  course of business  travel and expense
advances,  to any person or entity,  which  total more than  $250,000.00  in the
aggregate.

      (e)  Permitted  Acquisitions.  Borrower  shall  be  permitted  to  make an
acquisition   of  assets  or  a   targeted   entity   (collectively   "Permitted
Acquisitions")  provided that (i) the acquisition  consideration  for any single
Permitted Acquisition as well as the aggregate acquisition consideration for all
Permitted Acquisitions over the term of the facility shall be subject to certain
limitations  as referenced  below,  (ii) no Default  exists or would exist after
giving   effect   thereto,   and  (iii)  the  Borrower  has  complied  with  all
documentation  requirements  for a  Permitted  Acquisition,  including  but  not
limited to financial statements of the target entity to be acquired, copy of the
relevant purchase agreement,  and a pro forma balance sheet and income statement
of the Borrower  after giving effect to the proposed  acquisition.  Advances for


                                     Page 5
<PAGE>

Permitted   Acquisitions  shall  not  exceed  $8,000,000.00  for  an  individual
transaction,  or $15,000,000.00 in the aggregate during any twelve month period.
The target company shall be in the same line of business as Borrower,  and shall
involve assets and operations  domiciled in the United States, or in the case of
a foreign  acquisition,  the  business to be  acquired  shall be acquired by the
Borrower or a guarantor.  The Bank shall,  in any event,  receive an enforceable
first  priority  security  interest,  in Bank's  sole  judgment,  in all  assets
acquired  by  Borrower or such  guarantor.  With regard to foreign  acquisitions
only,  during the term of the Note,  Advances for  Permitted  Acquisitions  with
respect to which Bank shall not receive an enforceable  first priority  security
interest, in Bank's sole judgment, shall not exceed $5,000,000.00.

CONDITIONS PRECEDENT.  The obligations of Bank to make the loan and any advances
pursuant to this  Agreement are subject to the following  conditions  precedent:
Letter of Credit Documents. Receipt by Bank of all documents required by Bank in
connection with Letters of Credit,  including without  limitation,  applications
therefor,  all in form satisfactory to Bank.  Additional  Documents.  Receipt by
Bank  of such  additional  supporting  documents  as  Bank  or its  counsel  may
reasonably request.

IN WITNESS WHEREOF,  Borrower and Bank, on the day and year first written above,
have caused this Agreement to be executed under seal.


                                Borrower
                                Lakeland Industries, Inc.



CORPORATE                       By: /s/Christopher J. Ryan
SEAL                                --------------------------------------------
                                    Christopher J. Ryan, Chief Executive Officer




                                Bank
                                Wachovia Bank, National Association



CORPORATE                       By: /s/Renato Gomez
SEAL                                --------------------------------------------
                                    Renato Gomez, Vice President



                                     Page 6
<PAGE>

State of New York
City/County of _________________

                            Corporate Acknowledgment

      On the  _____  day of  _______________  in the year 2005  before  me,  the
undersigned,  a  Notary  Public  in and  for  said  State,  personally  appeared
Christopher  J.  Ryan  personally  known to me or  proved  to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their  capacity(ies),  and that by his/her/their signature(s) on
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


                                                                 , Notary Public
                         ---------------------------------------
      Notary Seal
                         -------------------------------------------------------
                                  (Printed Name of Notary)

                         My Commission Expires:
                                                --------------------------------



                                     Page 7
<PAGE>

State of New York
County of _________________

                               Bank Acknowledgment

      On the  _____  day of  _______________  in the year 2005  before  me,  the
undersigned,  a Notary Public in and for said State,  personally appeared Renato
Gomez  personally  known to me or  proved  to me on the  basis  of  satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their  capacity(ies),  and  that by  his/her/their  signature(s)  on the
instrument,  the  individual(s),   or  the  person  upon  behalf  of  which  the
individual(s) acted, executed the instrument.

      In witness whereof I hereunto set my hand.


                                                                 , Notary Public
                         ---------------------------------------
      Notary Seal
                         -------------------------------------------------------
                                  (Printed Name of Notary)

                         My Commission Expires:
                                                --------------------------------



                                     Page 8
<PAGE>

                                    EXHIBIT A

                             NON-DEFAULT CERTIFICATE

In  accordance  with the terms of the Loan  Documents  dated July 7, 2005 by and
between  Wachovia  Bank,  National  Association  and Lakeland  Industries,  Inc.
("Borrower"), I hereby certify that:


1.    I am the Chief Financial Officer of Borrower;

2.    The  enclosed  financial   statements  are  prepared  in  accordance  with
      generally accepted accounting principles;

3.    No Default (as defined in the Loan Documents) or any event which, upon the
      giving  of  notice  or  lapse  of time or both,  would  constitute  such a
      Default, has occurred.

4.    Borrower is in compliance with the Financial  Covenant(s) set forth in the
      Loan  Documents,  as  demonstrated  by the  calculations  contained in the
      Covenant Compliance Certificate attached hereto as Schedule 1.


/s/Gary Pokrassa
------------------------------
Name: Gary Pokrassa
Title: Chief Financial Officer


                                     Page 9
<PAGE>

                                   SCHEDULE 1

                         COVENANT COMPLIANCE CERTIFICATE

Borrower Name: Lakeland Industries, Inc.

For the fiscal ________________________ ended ____________________

ALL CAPITALIZED  TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN
IN THE LOAN DOCUMENTS.

COVENANT                             ACTUAL          REQUIRED
--------                             ------          --------

Funded Debt to EBIDTA                                not more than _____ to 1.00
         (a)  Funded Debt
                                     -------
         (b)  net income
                                     -------
         (c)  interest
                                     -------
         (d)  taxes
                                     -------
         (e)  depreciation
                                     -------
         (f)  amortization
                                     -------

<TABLE>
<CAPTION>
<S>                                       <C>          <C>
(a) divided by the sum of
(b) plus (c) plus (d) plus (e)
plus (f) equals Funded Debt to EBIDTA of  ______       Compliance?  Yes    No


Leases                                                 12 month aggregate
12 month aggregate increase:              ______       increase not to exceed $________

                                                       Compliance?  Yes    No



Loans and Advances                        ______       Not to Exceed Aggregate of $______

                                                       Compliance?  Yes    No

</TABLE>


<PAGE>

                 CALCULATIONS FOR ROLLING FOUR QUARTERS COVENANT
                 -----------------------------------------------
                COMPLIANCE FOR THE QUARTER ENDED ________________

Borrower Name: Lakeland Industries, Inc.

INSTRUCTIONS:  THIS IS A ROLLING FOUR-QUARTER CALCULATION. THE COLUMN LABELED Q1
SHOULD CONTAIN  INFORMATION  FOR THE MOST RECENTLY ENDED QUARTER (I.E.,  MATCHES
THE DATE ABOVE).  Q2 SHOULD CONTAIN  INFORMATION FOR THE  IMMEDIATELY  PRECEDING
QUARTER-END, AND SO ON FOR Q3 AND Q4.

MOST RECENT QUARTER                     PRECEDING THREE QUARTERS
---- ------ -------                     --------- ----- --------
COVENANT:                    Q1         Q2         Q3         Q4       TOTAL
--------

                                      Fixed Charge Coverage Ratio
                                      ---------------------------

(a)  net income
                           -----       -----      -----      -----     -----
(b)  interest
                           -----       -----      -----      -----     -----

(c)  taxes
                           -----       -----      -----      -----     -----

(d)  depreciation
                           -----       -----      -----      -----     -----

(e)  amortization
                           -----       -----      -----      -----     -----

(f)  other non-cash
     expenses
                           -----       -----      -----      -----     -----

(g)  dividends
                           -----       -----      -----      -----     -----

(h)  cash taxes
                           -----       -----      -----      -----     -----

(i)  unfunded capex
                           -----       -----      -----      -----     -----

(j)  non-cash income
                           -----       -----      -----      -----     -----

(k)  CMLTD*
                           -----       -----      -----      -----     -----

(l)  CMCLO**
                           -----       -----      -----      -----     -----

(m)  interest expense
                           -----       -----      -----      -----     -----

Fixed  Charge  Coverage  Ratio equals the sum of the Totals of (a) plus (b) plus
(c) plus (d) plus (e) plus (f) minus  (g) minus (h) minus (i) minus (j)  divided
by the sum of the Totals of (k) plus (l) plus (m).

Fixed Charge Coverage Ratio for period is ______ to 1.00.

The required Fixed Charge Coverage Ratio is not less than 1.50 to 1.00.
Compliance?   ___Yes   ___No

----------
* Current Maturities of Long Term Debt
** Current Maturities of Capital Lease Obligations


                                     Page 2
<PAGE>

                 CALCULATIONS FOR THE COLLATERAL COVERAGE RATIO
              COMPLIANCE FOR THE QUARTER ENDED____________________

Borrower Name: Lakeland Industries, Inc.

Inventory (US Based) Category                                         Amount
Borrower Owned

                                   Disposables
                                   -----------

Contractors WIP-US
                                                                     ---------

Warehouse FG
                                                                     ---------

Warehouse RM
                                                                     ---------

Contractor RM-US
                                                                     ---------

Samples & Misc FG
                                                                     ---------

WIP Cutting Room
                                                                     ---------

WIP Snap Dept
                                                                     ---------

(a) Sub-Total
                                                                     ---------

                                Gloves & Sleeves
                                ----------------

Warehouse FG
                                                                     ---------

Warehouse RM
                                                                     ---------

WIP Decatur
                                                                     ---------

(b) Sub-Total
                                                                     ---------

                                 Chemical Suits
                                 --------------

Warehouse FG
                                                                     ---------

Warehouse RM
                                                                     ---------

WIP Decatur
                                                                     ---------

(c) Sub-Total
                                                                     ---------


                               Fire Suits & Wovens
                               -------------------

Warehouse FG
                                                                     ---------

Warehouse RM
                                                                     ---------

WIP@Uniland
-----------                                                          ---------

(d) Sub-total
                                                                     ---------

                                     Page 3
<PAGE>

(e) Total (a+b+c+d)
                                                                     ---------

Accounts Receivable                                                   Amount

Borrower Owned Receivables
                                                                     ---------

Less Intercompany Receivables                                       (         )
                                                                     ---------

(f) Net Borrower Owned Receivables
                                                                     ---------

(g) Total Facility Outstandings
                                                                     ---------

The sum of the  totals  of (e)  plus (f)  divided  by (g)  equals  a  Collateral
Coverage Ratio of ________.  The required  collateral coverage ratio is not less
than 1.00 to 1.00. Compliance? ____Yes ______No

The undersigned  hereby  certifies that the values of the Inventory and Accounts
Receivable  referenced above as of the fiscal period ended  _______________  are
true, accurate and complete as of this __ day of ________, 20__.

Lakeland Industries, Inc.


By: /s/Gary Pokrassa
    ------------------------------
    Name: Gary Pokrassa
    Title: Chief Financial Officer



                                     Page 4
<PAGE>


                                    EXHIBIT B

                                 PERMITTED LIENS












                                     Page 5
<PAGE>