Exhibit 10.20

                                 Document # 3.5
                                    EXHIBIT 1
                ASSET PURCHASE AGREEMENT UPON EXERCISE OF OPTION
                ------------------------------------------------

AGREEMENT  dated as of ________  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"),  RFB Lakeland  Industries  Private  Limited,  an Indian  corporation
controlled  by Parent  ("Buyer"),  RFB  Latex  Limited,  an  Indian  corporation
("Seller") and each of the individual  shareholders  of Seller who have executed
this Agreement (the "Principal Shareholders").

      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  Principal  Shareholders,  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,  and  agreements of Buyer and Parent made or
      deemed to be made hereunder, and in consideration of the purchase by Buyer
      described below, Seller hereby agrees to sell,  transfer,  convey,  assign
      and deliver to Buyer at the Closing  all of its then  existing  Industrial
      Glove  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,
      and the Purchased Assets means those assets listed on Exhibit C

            (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's  Bank's  in  accordance  with  the  Option
                  Agreement  which is made a part hereof an amount equal to, but
                  no greater than $2,650,000  being  hereinafter  referred to as
                  the ("Initial Purchase Price"),

            (ii)  Sellers  Balance  Sheet as of the Closing  Date (the  "Audited
                  Closing  Balance  Sheet") and the Profit & Loss  Statement for
                  the period from March 31,  2006,  to the  Closing  Date of the
                  Seller  (the  "2006  Interim  P&L")  are  both to be  prepared
                  pursuant to Generally Accepted Accounting Principles (GAAP) as
                  applied in the United  States.  The  Audited  Closing  Balance
                  Sheet shall be audited by


                                                                               1
<PAGE>

                  Buyer's  independent  accountants  or a local  CPA  firm to be
                  mutually agreed upon.

            (iii) An amount of $100,000 USD 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 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
                  collect or resolve the item.

            (c) Allocation of Purchase  Price.  The Purchase Price  described in
      Section  1(b) above will be  initially  allocated  to the book or tangible
      value of the buildings and equipment being purchased and $100,000 USD then
      shall be allocated to Seller's and the Principal  Shareholders'  agreement
      not to  compete  with the  business  transferred  to Buyer as set forth in
      Section 11 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  Banks a check  drawn  against  immediately  available  funds in an
      amount  equal to  $2,550,000,  pursuant  to the  amount  determined  under
      Section 1(b). The remainder of the Initial Purchase Price, $100,000, shall
      be paid by  Seller  at  Closing  but held in escrow  pursuant  to  Section
      1(b)(v).  Buyer,  however,  will pay the Principal  Shareholders  on their
      designee  separately  on  additional  $100,000  USD  for  Plot  50 and the
      building and improvements on.

            (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)  Noida SEZ  leases  in proper  form for  recordation  and  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


                                                                               2
<PAGE>

      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.  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,  and the  Bill of  Sale  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, to sell, convey, assign and transfer
      to and vest in Buyer or to put Buyer in possession of the Purchased Assets

      2. Closing. The  Closing  of the  transactions  provided  for in Section 1
                  hereof  will  take  place at the  offices  of  Buyer's  Indian
                  Counsel,  at 10:00 A.M. or at such other place, time as may be
                  agreed upon by Buyer,  Parent and Seller, but in any event, no
                  later  than  February  15,  2007  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 Buyer and/or  Parent if, due to causes beyond the
                        control  of any of the  parties to this  Agreement,  the
                        Closing  does not occur 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   Principal
      Shareholders.

      Seller and the Principal  Shareholders  represent and warrant  jointly and
      not severally that:

                        (a)  Seller is a  corporation  duly  organized,  validly
                        existing  and in good  standing  under  the  laws of the
                        Republic  of India 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


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<PAGE>

                        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 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.

                        (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,  buildings,
                        equipment, leases and other such 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,   write,
                        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 9 and 10,  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
                        person or agency.

                        (f) Except as  disclosed  on List 9, there is no action,
                        suit or  governmental,  administrative,  arbitration  or
                        regulatory  proceeding or  investigation  pending or, to
                        the best of


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<PAGE>

                        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) Seller has delivered to Buyer (A) 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 item
                        in the following  categories  referred to below, and (B)
                        true and  complete  copies  of the  documents  and other
                        materials that underlie such lists:

                              (i)  List  I -  presently  outstanding  contracts,
                                   agreements,  commitments and bids (other than
                                   those  included in List 4);  written and oral
                                   leases  (other than leases  disclosed in List
                                   7); security deposits under leases; licenses;
                                   franchises;  dealership,  service, agency and
                                   other agreements which, in each case, involve
                                   the   receipt   or   payment   of  more  than
                                   (pound)1,000  Rupees;  and,  with  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  (pound)100   Rupees  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


                                                                               5
<PAGE>

                                   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  (pound)1,000  Rupees or 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 that Buyer may hire from
                                   Seller  now or in the  future  in  accordance
                                   with the Option Agreement,  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
                                   or pension plans  governmentally  required or
                                   private,  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 that may move to Buyer's
                                   Company  and as  amended  to  date,  and  all
                                   amendments thereto prior to the Closing Date,
                                   agreements,   arrangements,   commitments  or
                                   understandings  providing  for  any  employee
                                   benefit.

                             (v)   List  5  -  individual  refundable  deposits,
                                   prepaid expenses, deferred charges and "other
                                   assets" in excess of (pound)2000 Rupees;

                             (vi)  List  6  -  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;

                             (vii) List  7 -  each  and  every  parcel  of  real
                                   property or interest therein, owned or leased
                                   in whole or in part by  Seller  and  complete


                                                                               6
<PAGE>

                                   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
                                   City,  State,  County or Country  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;

                            (viii) List 8 -   except  for  any  Excluded  Assets
                                   listed on Exhibit B, trademark  registrations
                                   and  applications and notices of infringement
                                   therefore,  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
                                   therefore   (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  Industrial Glove 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


                                                                               7
<PAGE>

                                   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;

                              (ix) List  9 -  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

                              (x)  List  10 -  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  with  regard to its  Industrial  Glove
                                   Business;   all  reports  of   inspection  of
                                   Seller's   businesses  and  properties   from
                                   January 1, 2005 to the date hereof  under all
                                   applicable  Indian  federal,  state and local
                                   health and safety laws and  regulations;  and
                                   copies   of   all


                                                                               8
<PAGE>

                                   of the foregoing and correspondence  relating
                                   thereto.

                        (h) Except as  disclosed  on List 6, Seller has title to
                        the  properties,  assets and other rights referred to in
                        the Bill of Sale that do not  constitute  real property,
                        free and clear of all liens and encumbrances.

                        (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  7  hereto,   Seller  has  good  and
                        marketable  title to the  properties  constituting  real
                        property to be transferred to Buyer hereunder. Except as
                        described in List 7 and except for normal wear and tear,
                        all of the buildings,  improvements and fixtures,  owned
                        or  leased  by  Seller  are in a good  state of  repair,
                        maintenance and operating  condition in order to conduct
                        the business of the Seller as now conducted.

                        (j) Seller has filed (or has obtained  extensions of the
                        time by which it is required  to file) all Indian  Union
                        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.

                        (k) 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.

                              (i)  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   or  of  the   future
                                   operations of Buyer.

                              (ii) There are not and will not after the  Closing
                                   be any liens encumbrances, charges, claims


                                                                               9
<PAGE>

                                   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   governmental    pension,    social
                                   security or Employee Plans.

                        (l)  Except  as   disclosed  on  List  8,  none  of  the
                        processes,  chemical or  production,  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,   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.

                        (m)  Except as  specifically  disclosed  in  writing  by
                        Seller to Buyer or Buyer's independent  certified public
                        accountants and reflected in the calculation of the book
                        value of Seller's  equipment and lease hold improvements
                        being   transferred   hereunder  shall  conform  in  all
                        respects with  Seller's  applicable  specifications  and
                        warranties  and are not  obsolete,  broken  or  about to
                        break; and all information  furnished to the independent
                        certified public  accountants and other  representatives
                        of Buyer for the purpose of determining  the equipment's
                        book value is complete and correct.

                        (n) The machinery,  tools,  equipment and other tangible
                        physical  assets to be transferred  by Seller  hereunder
                        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.

                        (o) No  representation  or  warranty  by  Seller  or the
                        Principal  Shareholders  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.

                        (p) Seller  represents  that Exhibit A herein is same as
                        Asset List presented to Buyer in August 2005.


                                                                              10
<PAGE>

            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   Republic   of  India   and   State  of   Delaware,
                        respectively,  and Buyer is  qualified to do business as
                        an Indian  corporation  and is in good  standing  in the
                        State of Delhi

                        (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.

                        (c) 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.

                        (d)   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 Indian, counsels
                        for Buyer.


                                                                              11
<PAGE>

                        (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 Principal  Shareholders  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,  counsel  for
                        Seller, to the effect that:

                              (i)  Seller  is  a  corporation   duly  organized,
                                   validly  existing and in good standing  under
                                   the laws of the  Republic  of  India  has all
                                   power and  authority  to carryon its business
                                   as  now  being   conducted  and  to  own  its
                                   properties  and is duly licensed or qualified
                                   and in good standing as a Indian  corporation
                                   in State of Delhi

                              (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 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 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  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


                                                                              12
<PAGE>

                                   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 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
                                   Seller.  In rendering  such opinion,  counsel
                                   for Seller may rely upon  certificates of one
                                   or  more  officers  of  Seller  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
                        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


                                                                              13
<PAGE>

                        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  agreements executed and delivered by
                        Kamal Ratra and P.S.  Ratra,  shall be in full force and
                        effect and there shall not have  occurred any default or
                        repudiation thereof.

                        (h)  Seller  shall  have  obtained  title  insurance  if
                        available  covering any real property to be  transferred
                        hereunder under title insurance policies at normal rates
                        and with no  exceptions  other than those  disclosed  in
                        Section 4(i) or in List 7.

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

            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 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


                                                                              14
<PAGE>

                        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 Delhi
                                   and the State of Delaware,  respectively, and
                                   Buyer is qualified to do business as a Indian
                                   corporation  and is in good  standing  in the
                                   State of Delhi.

                             (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,


                                                                              15
<PAGE>

                                   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.

                        (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  Principal  Shareholders.
                  Seller  and  the  Principal  Shareholders  hereby  agree  both
                  jointly and  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 resulting from:

                        (a)  any  and  all  losses,   damages  or   deficiencies
                        resulting  from any and all: (i)  misrepresentations  or
                        breaches of warranty, agreement or undertaking hereunder
                        on the part of Seller;  and (ii)  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,  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 applicable
                        Indian law in order to consummate  the  transaction  and
                        (ii) all  expenses  incurred by Buyer  and/or  Parent in
                        respect of taxes,  telephone  and  similar  items to the
                        extent used or consumed by Seller before the Closing or,
                        in the case of taxes,  covering  any  period  before the
                        Closing;

                        (c) any and all  actions,  suits,  proceedings,  claims,
                        liabilities, demands, assessments,  judgments, costs and


                                                                              16
<PAGE>

                        expenses, including reasonable attorneys' fees, incident
                        to  any  of  the  foregoing  or  such   indemnification;
                        provided, 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 notify Seller thereof. Subject to rights of
                        or duties to any  insurer or other third  person  having
                        liability   therefore,   Seller  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 its  sole  expense)  in any  such
                        matter,  notify  Buyer (with a copy to Parent)  thereof.
                        Subject  to rights of or duties to any  insurer or other
                        third person  having  liability  therefore,  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 its 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 Buyer's obligation,  and
                        Parent's  obligation to cause Buyer,  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 (pound)2,000 Rupees
                        and, except as otherwise  provided in Section II, occurs
                        within five years after the Closing.

            9.    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


                                                                              17
<PAGE>

                  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.

            10.   Survival of  Representations  and  Warranties.  The respective
                  representations,   warranties,  covenants  and  agreements  of
                  Seller and the Principal  Shareholders and of Buyer and Parent
                  contained or deemed to be contained  herein shall  survive the
                  Closing  Date,  and any  investigation  made at any time  with
                  respect thereto, for five years, except for:

                        (a) Any item as to  which,  within  such  period,  Buyer
                        and/or  Parent,  under  Section  8,  or  Seller  and the
                        Principal  Shareholders,  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)  Any  such  representation,  warranty,  covenant  or
                        agreement  on the  part of  Seller  relating  to  taxes,
                        including liens attaching to any of the Purchased Assets
                        as a result of the  failure  to pay taxes,  which  shall
                        extend for a period of ten years;

                        (c)  Any  such  representation,  warranty,  covenant  or
                        agreement  on the part of Seller and Buyer  relating  to
                        the liabilities and expenses referred to in Section 8(c)
                        and  Section  9(c),  respectively,  which  shall  extend
                        forever; and

                        (d) The  agreements  relating  to  transfer  taxes under
                        Section 16(1).

            11.   Covenant Against Competition.

                        (a) As a further  inducement  to Buyer to  purchase  the
                        assets of Seller  hereunder,  Seller  and the  Principal
                        Shareholders   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 tenth anniversary of the Closing Date:

                              (i)  Seller and the  Principal  Shareholders  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 Principal  Shareholders


                                                                              18
<PAGE>

                                   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 Principal Shareholders
                                   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.  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   Principal   Shareholders
                                   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

                             (iv)  Neither Seller nor the Principal Shareholders
                                   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)  Notwithstanding  anything to the contrary contained
                        in  subsection  (a)  above,  Seller  and  the  Principal
                        Shareholders may sell its old industrial glove inventory
                        of  the  business  transferred  to  Buyer  that  is  not
                        purchased  by Buyer  at the  Closing  for a  period  not
                        greater  than  ninety  (90) days  after the  Closing  to
                        anyone  except  for


                                                                              19
<PAGE>

                        purchasers who are in the Buyer's business or purchasers
                        who Seller or the Principal  Shareholders have reason to
                        know may resell to such purchasers.

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

            13.   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 the  Principal  Shareholders,
                                   to:
                                   RFB Latex Limited
                                   Through K. S. Ratra and
                                   P.S. Ratra
                                   A-33 Friends Colony


                                                                              20
<PAGE>

                                   New Delhi, India 10065

                              (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 of India.

                        (f) Arbitration.  Any dispute or controversy between the
                        Parties  arising out of or in relation to this Agreement
                        shall be settled through  Arbitration in accordance with
                        the provisions of Indian  Arbitration  and  Conciliation
                        Act  1996  or  any  amendment  thereof.   The  venue  of
                        arbitration  shall be Delhi,  India and the  language of
                        arbitration proceedings shall be English.

                        (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


                                                                              21
<PAGE>

                        assignment by Buyer, to a direct or indirect  subsidiary
                        of  Parent,  without  the prior  written  consent of the
                        other party hereto.

                        (l) Transfer  Taxes.  All transfer  taxes,  stamp taxes,
                        realty  documentary stamp taxes and sales and use taxes,
                        if any,  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)  is
                                   exempt from sales and other transfer taxes in
                                   Noida Special  Economic Zone 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)  Pro-rations.  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.

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

LAKELAND INDUSTRIES, INC.


By___________________________
Name:  Christopher J. Ryan
Title: President & General Counsel


RFB LAKELAND INDUSTRIES PRIVATE LIMITED


By___________________________
Name: Christopher J. Ryan
Title: Director


RFB LATEX LIMITED


By: _________________________
Name: P.S. Ratra
Title: Director


By:__________________________
Name: P. S. Ratra
Title: Principal Shareholder


By:__________________________
Name: K. S. Ratra
Title: Principal Shareholder


                                                                              22
<PAGE>

                                    EXHIBIT A
                                  BILL OF SALE

RFB Latex Limited, [Seller], an Indian corporation ("Assignor"), pursuant to the
Asset  Purchase  Agreement,  dated as of  October  17th 2005 (the  "Agreement"),
between  Assignor  and the  Principal  Shareholder  of Assignor and RFB Lakeland
Industries  Private  Limited,  [Buyer],  an  Indian  corporation  controlled  by
Lakeland  Industries,  Inc.  [Parent]  ("Assignee"),  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:

Existing assets, properties and business;

Leases, security deposits and options under leases, licenses,  franchises, sales
and other contracts;

Inventories,  merchandise,  machinery,  equipment, furniture, tools, dies, jigs,
vehicles, instruments and fixtures;

Petty cash as of the date hereof;

Patents, copyrights,  trademarks, formulae, trade secrets, trade names and other
intangibles;

Insurance policies

Accounts receivable;

Sundry asserts and supplies; and

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 Schedule I attached
hereto).

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:


                                                                              23
<PAGE>

(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; 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.

IN WITNESS WHEREOF, Assignor has caused the same to be signed by its Director as
at the opening of business on this 17th day of October 2005.

                                                               RFB Latex Limited
                                                                        [SELLER]

                                             By: _______________________________
                                                 Name: K. S. Ratra
                                                 Title: Director


                                             By: _______________________________
                                                 Name: P.S. Ratra
                                                 Title: Director


                                                                              24
<PAGE>

                                    Exhibit B
                                 EXCLUDED ASSETS


                                                                              25
<PAGE>

                                    Exhibit C
                                PURCHASED ASSETS
                                ----------------


                                                                              26