Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





Exhibit
10.21





“Pages
where confidential treatment has been requested are marked “Confidential
Treatment Requested”. The redacted material has been separately filed with the
Commission, and the appropriate section has been marked at the appropriate place
and in the margin with a star (*).”





“Confidential
Treatment Requested”





TRANSITION
WHOLESALER DISTRIBUTION AGREEMENT




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





Transition and
Purpose





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





Article 1. 
Appointment





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





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





“Confidential
Treatment Requested”


1


Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





Article 2.  Period of
Agreement





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





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





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


2





Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





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





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





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





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





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





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





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





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





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





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


3


Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





Article 3.
Responsibilities





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





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





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





c.
            Provide
      an adequate number of trained selling
personnel;





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





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





f.
            Maintain
      accurate books and records;





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





h.
            Comply
      with DuPont policies and procedures for
returns;





i.
            Pay
      invoices within terms and maintain good
credit;





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





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





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





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





“Confidential
Treatment Requested”


4


Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





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





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





3.03 DuPont
agrees to:





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





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





Article 4.  Forecasts
and Orders





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





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





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





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


5


Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





Article 5.  Prices and
Terms





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





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





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





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





Article 6. 
Relationship





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





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





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





“Confidential
Treatment Requested”


6


Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





Article 7.
Guarantees





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





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





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





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





Article 8.  DuPont's
Trademarks and Trade Name





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





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





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





Article 9. 
Regulation





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


7


Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





Article 10. 
Policy





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





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





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





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





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





·
            public
      disclosure of the facts will not embarrass
  DuPont.





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





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





Article
11. Mutual Release:





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


8


Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





Article 11. 
Miscellaneous Terms and Conditions





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





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





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





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





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





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





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





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





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


9


Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





To
DuPont:


E. I. du
Pont de Nemours and Company


DuPont
Personal Protection


5401
Jefferson Davis Hwy


Richmond,
VA  23234


Attention:  David A.
Kee


Facsimile
No: 804-383-2794





To
Lakeland:


Lakeland
Industries, Inc.


701
Koehler Avenue, Suite 7


Ronkonkoma,
NY  11779-7410


Attention:  Christopher
J. Ryan and Gary Pokrassa


Facsimile
No: 631-981-7851





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


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


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


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





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





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





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





12.13  The
Parties’ legal obligations under this Agreement are to be determined from the
precise and literal language of this Agreement and not from the imposition of
state laws attempting to impose additional duties or fiduciary obligations that
were not the express basis of the bargain at the time this Agreement was
made.





Article 13. 
Entirety





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


10


Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





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





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


11


Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





Schedule
A





DuPont Products and
Prices





DuPont Products and
Pricing:





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





Pricing
will be per the attached spreadsheet





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





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





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





“Confidential Treatment
Requested”




12




Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





Schedule
B





Additional
Terms





·
            Payment
      Terms:  *.


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


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


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


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


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





“Confidential Treatment
Requested”




13




Lakeland
Transition Wholesaler Distribution Agreement


DuPont
Protection Technologies





Schedule
C





DuPont Terms and
Conditions





E. I. du
Pont de Nemours and Company




STANDARD
CONDITIONS OF SALE




1. Seller
warrants only that (a) any products or services provided hereunder meet Seller's
standard specifications for the same or such other specifications as may have
been expressly agreed to herein; (b) the sale of any products or services
provided hereunder will not infringe the claims of any validly issued United
States patent covering such product or service itself, but does not warrant
against infringement by reason of (i) the use of any information provided, (ii)
the use of any product or service in combination with other products, services,
or information or In the operation of any process, or (iii) the compliance by
Seller with any specifications provided to Seller by Buyer; and (c) all products
provided hereunder were produced in compliance with the requirements of the Fair
Labor standards Act of 1938, as amended. WITH RESPECT TO ANY PRODUCTS. SERVICES,
OR INFORMATION PROVIDED TO BUYER, SELLER MAKES NO WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY.
Buyer assumes all risk and liability resulting from use of the products,
services, or Information delivered hereunder, whether used singly or in
combination with other products, services, or information.




2. IN NO
EVENT WILL SELLER'S AGGREGATE LIABILITY TO BUYER FOR ALL DAMAGES ARISING FROM
ANY AND ALL CLAIMS RELATED TO THE BREACH OF THIS AGREEMENT, NONDELIVERY, OR THE
PROVISION OF ANY PRODUCT, SERVICE, OR INFORMATION COVERED BY THIS AGREEMENT.
REGARDLESS OF WHETHER THE FORM OF ACTION IS BASED ON CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EXCEED THE TOTAL PRICE
PAID BY BUYER TO SELLER FOR THE PRODUCTS, SERVICES, OR INFORMATION IN RESPECT OF
WHICH DAMAGES ARE CLAIMED. NO CLAIM SHALL BE ALLOWED FOR PRODUCT THAT HAS BEEN
PROCESSED IN ANY MANNER. FAILURE TO GIVE NOTICE OF A CLAIM WITHIN NINETY (90)
DAYS FROM DATE OF DELIVERY, OR THE DATE FIXED FOR DELIVERY (IN CASE OF
NONDELIVERY) SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT OF SUCH
PRODUCTS, SERVICES, OR INFORMATION. PRODUCTS SHALL NOT BE RETURNED TO SELLER
WITHOUT SELLER'S PRIOR WRITTEN PERMISSION. NO CHARGE OR EXPENSE INCIDENT TO ANY
CLAIMS WILL BE ALLOWED UNLESS APPROVED BY AN AUTHORIZED REPRESENTATIVE OF
SELLER. IN ADDITION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH
PARTY HERETO WAIVES ANY CLAIM TO INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR
MULTIPLIED DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVISION
OF ANY PRODUCT, SERVICE, OR INFORMATION. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES WAIVE AND AGREE NOT TO ASSERT NON-CONTRACTUAL CLAIMS ARISING
UNDER STATE LAW RELATING TO THIS AGREEMENT OR THE PROVISION OF ANY PRODUCT,
SERVICE, OR INFORMATION COVERED BY THIS AGREEMENT, AND THIS AGREEMENT SHALL BE
DEEMED TO INCLUDE SUCH LANGUAGE AS MAY BE REQUIRED TO EFFECT SUCH WAIVER. WAIVER
BY EITHER PARTY OF ANY DEFAULT BY THE OTHER HEREUNDER SHALL NOT BE DEEMED A
WAIVER BY SUCH PARTY OF ANY DEFAULT BY THE OTHER WHICH MAY THEREAFTER
OCCUR.




3. No
liability shall result from delay in performance or nonperformance, directly or
indirectly caused by circumstances beyond the control of the party affected,
including, but not limited to, act of God, fire, explosion, flood, war, act of
or authorized by any Government, accident, labor trouble or shortage, pandemic,
inability to obtain material, equipment or transportation, failure to obtain or
hardship in obtaining reasonably priced supplies of materials, or failure of
usual transportation mode. Quantities so affected may be eliminated from the
agreement without liability, but the agreement shall remain otherwise
unaffected. Seller shall have no obligation to purchase supplies of the product
specified herein to enable it to perform this Agreement.




4. If for
any reason including but not limited to Force Majeure Seller is unable to supply
the total demand for products specified herein, Seller may distribute its
available supply among any or all purchasers, as well as departments and
divisions of Seller, on such basis as it may deem fair and practical, without
liability for any failure of performance which may result
therefrom.




5. Seller
may furnish such technical assistance and information as it has available with
respect to the use of the products or services covered by this agreement. Unless
otherwise agreed in writing, all such information will be provided gratis. Buyer
agrees to evaluate such information, to make an independent decision regarding
the suitability of such information, products and services for Buyer's
application, and only use such products, services and information pursuant to
then current good product stewardship principles and all regulatory requirements
applicable to Buyer's business.


14


E. I. du
Pont de Nemours and Company




6. Buyer
acknowledges that it has received and is familiar with Seller's labeling and
literature concerning the products and its properties. Buyer will forward such
Information to its employees, contractors and customers who may distribute,
handle, process, sell or use such products, and advise such parties to
familiarize themselves with such information. Buyer agrees that products sold
hereunder will not knowingly be resold or given in sample form to persons using
or proposing to use the products for purposes contrary to recommendations given
by Seller or prohibited by law, but will be sold or given as samples only to
persons who can handle, use and dispose of the products safely. Unless agreed to
by Seller in a written agreement covering such use, in no event shall Buyer use
products or resell products for use in the manufacture of any implanted medical
device. Buyer agrees that export of any product, service or information provided
hereunder shall be in accordance with applicable Export Administration
Regulations.




7. Except
as may be contained in a separate trademark license, the sale of product (even
if accompanied by documents using a trademark or trade name of Seller) does not
convey a license, express or implied, to use any trademark or trade name of
Seller, and Buyer shall not use any trademark or trade name of Seller in the
conduct of its business without Seller's prior written consent.




8. The
Buyer shall reimburse the Seller for all taxes, (excluding Income taxes) excises
or other charges which the Seller may be required to pay to any Government
(National, State or Local) upon the sale, production or transportation of the
products, services, or information sold hereunder.




9. In the
event Buyer falls to fulfill Seller's terms of payment, or in case Seller shall
have any doubt any time as to Buyer's financial responsibility, Seller may
decline to make further deliveries except upon receipt of cash or satisfactory
security.




10. This
agreement is not assignable or transferable by Buyer, in whole or in part,
except with the prior written consent of Seller. Seller reserves the right to
sell, assign, or otherwise transfer its right to receive payment under this
agreement.




11.
Dispute Resolution and Arbitration – Buyer andSeller agree to
arbitrate all disputes, claims or controversies whether based on contract, tort,
statute, or any other legal or equitable theory, arising out of or relating to
(a) this Agreement or the relationship which results from this Agreement, (b)
the breach, termination or validity of this Agreement, (c) the purchase or
supply of any product. service, or information provided by Seller, (d) events
leading up to the formation of Buyer's and Seller's relationship, and (e) any
issue related to the creation of this Agreement or its scope, including the
scope and validity of this paragraph. The parties shall before and as a
condition to proceeding to arbitration attempt in good faith to resolve any such
claim or controversy by mediation under the International Institute for Conflict
Prevention & Resolution ("CPR") Mediation Procedure then currently in
effect. Unless the parties agree otherwise, the mediator will be selected from
the CPR Panels of Distinguished Neutrals. Any such claim or controversy which
remains unresolved 60 days after the appointment of a mediator or 60 days after
good faith efforts by either party to proceed to mediation shall be finally
resolved by binding arbitration in accordance with the CPR Rules for
Non-Administered Arbitration then currently in effect by three independent
andimpartial
arbitrators, none of whom shall be appointed by either party. This Agreement
shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, to the
exclusion of any state laws inconsistent therewith. Such arbitration shall be
conducted in a city to be chosen by the arbitrators which is not the principal
place of business of either party, and the arbitrators and the parties shall
conduct such arbitration in accordance with such procedures as may be necessary
to permit use of the then current CPR Arbitration Appeal Procedure. Any judgment
upon the award renderedby the arbitrator(s)
may be entered by any court having jurisdiction thereof. In the event that
either party wishes to appeal an award, the parties shall follow the then
current CPR Arbitration Appeal Procedure. Buyer and Seller agree not to file or
join any class action or class arbitration, seek or consent to class relief, or
seek or consent to the consolidation or joinder of its claims with those of any
third party. If anyclause within this
Arbitration Provision (other than the agreement regarding the conduct of the
arbitration in the preceding sentence) is found to be illegal or unenforceable,
that clause will be severed from this Arbitration Provision, and the remainder
of the Arbitration Provision will be given full force and effect. If such
agreement regarding the conduct of the arbitration is found to be illegal or
unenforceable and if the arbitrators permit a class arbitration or consolidated
or joined matter to proceed, this entire Arbitration Provision will be
unenforceable, and the dispute may be decided by a court. The obligations set
forth in this paragraph shall survive the termination or expiration of this
Agreement


15


E. I. du
Pont de Nemours and Company




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




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




14.
Except as expressly provided in any other term or condition of this Agreement,
any provision hereof which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective only to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction.




15. This
Agreement supersedes all prior agreements, representations and understandings
between the parties (whether written or oral) with respect to its subject matter
and constitutes (along with the exhibits and schedules attached hereto) a
complete and exclusive statement of the terms of the agreement between the
parties with respect to the provision of products or services hereunder. Not by
way of limitation of the unqualified nature of the foregoing, Buyer
acknowledges, agrees and represents that it is not relying upon, and it has not
been induced by, any representation, warranty, statement made by, or other
information provided by Seller in connection with its decision to purchase or
use any product, service, information or technology, other than the
representations and warranties Seller as and only to the extent expressly
provided in this Agreement. No modification of this Agreement shall be binding
upon Seller unless separately contracted in writing and executed by a duly
authorized representative of Seller. No modification shall be effected by the
acknowledgment or acceptance of purchase order forms stipulating different
conditions.




Ver.2/1/07


16