EXHIBIT 10.16





                                 LEASE AGREEMENT

                                     BETWEEN

                                 MICHAEL GALLEN

                                       AND

                            LAKELAND INDUSTRIES, INC.


                            DATED AS OF JULY 18, 2005


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


                             31 SOUTH STERLEY STREET
                             BOROUGH OF SHILLINGTON
                                 COUNTY OF BERKS
                          COMMONWEALTH OF PENNSYLVANIA


<PAGE>


                                TABLE OF CONTENTS
                                -----------------



ARTICLE 1.  DEMISE, DESCRIPTION, USE AND TERM  2

ARTICLE 2.  RENT  3

ARTICLE 3.  INSURANCE/INDEMNIFICATION  4

ARTICLE 4.  WASTE AND NUISANCE  5

ARTICLE 5.  REPAIRS AND MAINTENANCE  5

ARTICLE 6.  LESSEE'S COMPLIANCE  6

ARTICLE 7.  UTILITIES  6

ARTICLE 8.  RULES AND REGULATIONS  6

ARTICLE 9.  ALTERATIONS, IMPROVEMENTS AND FIXTURES  6

ARTICLE 10. QUIET POSSESSION  7

ARTICLE 11. DELIVERY OF POSSESSION  7

ARTICLE 12. SURRENDER OF PREMISES  8

ARTICLE 13. DEFAULT  8

ARTICLE 14. INSPECTION BY LESSOR  10

ARTICLE 15. ASSIGNMENT AND SUBLEASE  11

ARTICLE 16. SECURITY DEPOSIT  11

ARTICLE 17. ESTOPPEL CERTIFICATE  12

ARTICLE 18. ENVIRONMENTAL MATTERS  12

ARTICLE 19  LIMITATION OF LIABILITY OF LESSOR  13

ARTICLE 20. MISCELLANEOUS  13

EXHIBIT "A" RULES AND REGULATIONS


                                       1
<PAGE>

                                 LEASE AGREEMENT
                                 ---------------


      THIS LEASE AGREEMENT  ("Lease") is made as of the 18th day of July,  2005,
by  MICHAEL  GALLEN   ("Lessor"),   an  adult  individual  and  citizen  of  the
Commonwealth of Pennsylvania, and

                                      A N D

LAKELAND INDUSTRIES, INC., ("Lessee"), a Delaware corporation.

                                   Background
                                   ----------

      The Lessor is the owner of certain real property  ("Property")  situate at
31 South Sterley Street,  Shillington,  Berks County,  Pennsylvania.  A five (5)
story industrial building ("Building") is located on the Property.  The Property
and all improvements  thereon owned by the Lessor,  including the Building,  are
hereinafter referred to as the "Leased Premises".

      Concurrently with the execution of this Lease, the Lessor, Mifflin Valley,
Inc.,  a  Pennsylvania  corporation,  the Lessee,  and Mifflin  Valley,  Inc., a
Delaware corporation, have executed an Asset Purchase Agreement ("Asset Purchase
Agreement").

      The  Lessor and Lessee now seek to  perpetuate  in writing  their  present
understanding and agreement.

      NOW,  THEREFORE,  INTENDING  TO BE LEGALLY  BOUND  HEREBY,  the Lessor and
Lessee hereby agree as follows:


                  ARTICLE 1. DEMISE, DESCRIPTION, USE AND TERM
                  --------------------------------------------

      1.1 The duties and  obligations of both the Lessor and the Lessee pursuant
to this Lease are subject to and  contingent  upon closing  occurring  under the
Asset Purchase Agreement;  provided,  however, that any default by the Lessor or
Mifflin Valley, Inc., a Delaware corporation, under the Asset Purchase Agreement
shall constitute a default by the Lessor under this Lease and any default by the
Lessee or Mifflin Valley, Inc., a Delaware corporation, under the Asset Purchase
Agreement  shall  constitute  a Default (as  hereinafter  defined) by the Lessee
under this Lease.

      1.2 The  Lessor  hereby  leases  to the  Lessee  in  accordance  with  the
provisions  of this  Lease,  and the  Lessee  hereby  leases  from the Lessor in
accordance with the provisions of this Lease, the Leased Premises.

      1.3 The Leased Premises shall be used for the  manufacturing of protective
clothing.

      1.4 The  initial  term  ("Initial  Term") of this Lease  shall be five (5)
years  and  shall  begin on  August 1,  2005,  ("Commencement  Date")  and shall
terminate on July 31, 2010 ("Termination Date").

      1.5 Provided that no Default shall have occurred  during the Initial Term,
the Lessee shall have the option  ("Renewal  Option") to extend this Lease for a
period of five (5) years ("Renewal Term"),  which Renewal Term shall commence on
August 1, 2010, and terminate on July 31, 2015.


                                       2
<PAGE>

      1.6 The exclusive  method of exercising the Renewal Option shall be by the
giving by the Lessee of notice of such  exercise  to the Lessor as  provided  in
Section 20.6 of this Lease, at least two hundred seventy (270) days prior to the
end of the Initial Term.

      1.7 In the event that the Lessee shall  exercise its Renewal  Option:  (a)
The Lessee shall pay to the Lessor Rent (as  hereinafter  defined) in accordance
with the provisions of Section 2.1 of this Lease; and

            (b) All other terms and conditions  contained in this Lease shall be
      applicable  throughout the Renewal Term and binding upon the Lessee to the
      same extent that such terms and  conditions  were  applicable  and binding
      during the Initial Term.

      1.8 Each twelve (12) month  period of the Initial Term  commencing  on the
anniversary  of the  Commencement  Date and each twelve (12) month period of the
Renewal Term, if applicable,  commencing on the anniversary of the  Commencement
Date is hereinafter  referred to as "Lease Year".  As hereinafter  used,  "Term"
shall mean the Initial Term and, if applicable, the Renewal Term.


                                 ARTICLE 2. RENT
                                 ---------------

      2.1 The Lessee shall pay to the Lessor at its offices set forth in Section
20.6 of this Lease or at such other place as the Lessor  shall  designate to the
Lessee from time to time in writing,  as rent  ("Rent"),  payable  without prior
notice or demand and without setoff or deduction of any nature, as follows:

            (a) During  the first  Lease Year of the Term  hereof,  twelve  (12)
      equal, consecutive monthly installments in the amount of Four Thousand Six
      Hundred Thirty and 00/100 Dollars ($4,630.00) each, in advance,  the first
      such payment  becoming due and payable on the  Commencement  Date and each
      successive  monthly  payment  becoming  due and payable on the same day of
      each of the next eleven (11) months thereafter.

            (b) For each Lease Year of the  Initial  Term hereof  following  the
      first  Lease  Year,  and for  each  Lease  Year of the  Renewal  Term,  if
      applicable,  there shall be an increase in Rent ("Rent  Increase"),  which
      Rent  Increase  shall be three  and one half  percent  (3.5%)  of the Rent
      applicable to the immediately preceding Lease Year.

      2.2 As used herein, "Expenses" shall mean any and all assessments,  costs,
premiums,  taxes, utility charges and all other expenses of any and every nature
pertaining  or related to the Leased  Premises or the  maintenance,  occupation,
repair or operation of the Leased  Premises other than (a)  principal,  interest
and other amounts  owing with respect to loans to Lessor  secured in whole or in
part by the Leased  Premises,  and (b) all Capital  Expenditures (as hereinafter
defined)  except those  Capital  Expenditures  which are caused,  in whole or in
part,  (i) by any act or  omission  of the  Lessee  or any of its  shareholders,
directors,  officers,  employees, agents, contractors or representatives or (ii)
by any  Default by Lessee.  As used  herein,  "Capital  Expenditures"  means any
expenditures   which,  under  generally  accepted   accounting   principals  and
practices, would be characterized as Capital Expenditures.

      2.3 The Lease  shall be  considered  a "triple  net  lease".  Upon  demand
therefore,  the Lessee shall pay all Expenses  billed directly to the Lessee and
reimburse  the  Lessor  for all  Expenses  paid by the  Lessor  during the Term,
except,  however,  that  Lessor  shall make every  effort to have such  invoices
billed directly to Lessee and paid directly by Lessee where appropriate.


                                       3
<PAGE>

      2.4 Any amounts  owing by the Lessee  under this Lease other than Rent are
hereinafter referred to as "Additional Rent".

      2.5 In the  absence of  manifest  error,  all  determinations  made by the
Lessor under or pursuant to this Article shall be final and conclusive.


                                       4
<PAGE>

                      ARTICLE 3. INSURANCE/INDEMNIFICATION
                      ------------------------------------

      3.1 Throughout the Term hereof,  the Lessee shall maintain with a good and
responsible company or companies doing insurance business in the Commonwealth of
Pennsylvania and reasonably  acceptable to the Lessor public liability insurance
in the minimum  amount per  occurrence  of One Million  Dollars  ($1,000,000.00)
combined  single limit  coverage  for loss from an accident  resulting in bodily
injury to or death of persons and Five Hundred  Thousand  Dollars  ($500,000.00)
for loss from an accident  resulting  in damage to or  destruction  of property,
naming the Lessor as an additional named insured.

      3.2 At the  beginning  of each  Lease Year the Lessee  shall  provide  the
Lessor  with  a  certificate  or  certificates   of  insurance   evidencing  the
maintenance of the insurance coverages referred to in Section 3.1 hereof.

      3.3 With respect to the insurance  referred to in Section 3.1 hereof,  all
policies  pertaining  thereto shall  expressly  provide that the same may not be
cancelled  or altered  without  thirty  (30) days' prior  written  notice to the
Lessor.

      3.4 If the Lessee shall fail to secure or maintain the insurance  referred
to in Section 3.1 hereof, the Lessor shall be permitted, but shall have no duty,
to obtain such insurance in the Lessee's name or as the agent for the Lessee and
shall  be  compensated  by the  Lessee  as  Additional  Rent for the cost of the
insurance premiums therefore  immediately upon demand made by the Lessor without
setoff or  deduction,  and all such  amounts so paid by the Lessor  shall become
Additional Rent until paid to the Lessor by the Lessee.

      3.5 If the Leased  Premises  or the  Building in which the same is located
should be  totally  destroyed  by fire,  flood or other  casualty,  or if either
should be so damaged that rebuilding or repair cannot reasonably be completed so
as to allow the Lessee to reasonably occupy the Leased Premises for the purposes
provided in Section 1.2 hereof  within ninety (90) working days from the date of
the  occurrence  of said  damage,  and such  destruction  or damage has not been
caused by or resulted  from any act or omission of the Lessee,  this Lease shall
terminate  and the Rent and  Additional  Rent shall be abated for the  unexpired
portion of this Lease,  effective as of the date of such  destruction or damage.
Other than for the  termination  and  abatement of Rent and  Additional  Rent as
hereinabove set forth, the Lessee shall have no other rights or remedies against
the  Lessor on account of the  Lessee's  inability  to use and occupy the Leased
Premises.

      3.6 If the Leased  Premises  or the  Building in which the same is situate
should be damaged by fire,  flood or other casualty but such damage has not been
caused by or resulted from any act or omission of the Lessee, and such damage is
not to such an extent that  rebuilding or repair cannot  reasonably be completed
within  ninety (90) working days from the date of such damage,  this Lease shall
not  terminate,  but the  Lessor at its sole  cost and  expense,  shall  proceed
forthwith to rebuild or repair the Leased  Premises or the Building in which the
same is situate to  substantially  the condition in which the same existed prior
to such  damage.  In the event of such  damage  to the  Leased  Premises  or the
Building as aforesaid,  Rent and Additional Rent shall be abated for that period
of time  during  which the  Lessee  shall not be able to  reasonably  occupy the
Leased  Premises for the purposes  provided in Section 1.2 hereof.  In the event
that Lessor should fail to complete such rebuilding or repair within ninety (90)
working days from the date of the occurrence of said damage,  the Lessee may, at
its option,  by giving  written  notice  thereof to the Lessor,  terminate  this
Lease,  in which  case the Rent and  Additional  Rent  shall be  abated  for the
unexpired portion of this Lease,  effective as of the date of such damage. Other
than  for  the  termination  and  abatement  of  Rent  and  Additional  Rent  as
hereinabove set forth, the Lessee shall have no other rights or remedies against
the Lessor for


                                       5
<PAGE>

the failure by the Lessor to complete  such  rebuilding  or repair as  aforesaid
within ninety (90) working days of the date of the  occurrence of said damage or
on account of the Lessee's inability to use and occupy the Leased Premises.

      3.7 The Lessee shall  indemnify  and save the Lessor  harmless of and from
any and all loss,  damage,  cost and expense,  including  reasonable  attorneys'
fees, suffered or incurred by the Lessor arising out of or pertaining to any act
or omission of any nature of the Lessee or any of its  shareholders,  directors,
officers, agents, employees,  invitees, contractors or representatives resulting
in damage to or destruction of the Leased Premises or the Property.

      3.8  Notwithstanding  anything to the contrary  contained in this Lease or
otherwise,  the  Lessee  shall  not be  entitled  to any  abatement  of  Rent or
Additional  Rent or termination of this Lease in the event that any  destruction
or damage to the Leased  Premises or the  Building  shall be caused by or result
from any act or  omission of the Lessee or any of its  shareholders,  directors,
officers, agents, employees, invitees, contractors or representatives.

      3.9  Notwithstanding  anything to the  contrary  contained  in this Lease,
nothing  contained  in this Lease shall be deemed to limit,  negate or otherwise
diminish  any rights or remedies  which the Lessor shall have against the Lessee
on  account  of any or  omission  by the  Lessee  which  results  in  damage  or
destruction to the Leased Premises or the Building in which the same is situate.


                          ARTICLE 4. WASTE AND NUISANCE
                          -----------------------------

      4.1 The Lessee shall not commit,  or suffer to be committed,  any waste on
the  Leased  Premises,  nor  shall the  Lessee  maintain,  commit or permit  the
maintenance  or commission of any nuisance on the Leased  Premises or the use of
the Leased Premises for any unlawful purpose.

                       ARTICLE 5. REPAIRS AND MAINTENANCE
                       ----------------------------------

      5.1 Lessee acknowledges that the Lessee has carefully inspected the Leased
Premises and accepts the Leased Premises AS IS.
                                         -----

      5.2 The Lessee  shall keep the Leased  Premises  in good order and repair,
reasonable wear and tear excepted. The Lessee shall repair or replace all broken
or damaged doors,  windows,  fixtures and other portions of the Leased Premises.
Notwithstanding the foregoing,  the Lessee shall have no duty to make structural
repairs to the Leased  Premises unless the damage thereto has been caused by the
act or omission of the Lessee or any failure by the Lessee to observe or perform
any of its duties or obligations under this Lease.

      5.3 The  Lessee  shall not  overload  the  floors  nor  install  any heavy
machinery or other heavy equipment of any kind without first obtaining the prior
written consent of the Lessor,  which, if granted,  may be conditioned  upon the
moving of such  machinery  and  equipment  by  skilled,  licensed  handlers  and
installation  and  maintenance,  at Lessee's  sole cost and expense,  of special
reinforcing and settings adequate to absorb and prevent noise and vibration.

      5.4 The Lessor shall  repair and maintain the Leased  Premises at Lessor's
expense,  except for any damage  thereto  caused by any act or  omission  of the
Lessee or any  failure by the Lessee to observe or perform any of its duties and
obligations  under this  Lease,  in which  event such  damage  shall be promptly
repaired  to the  Lessor's  satisfaction  at the sole  cost and  expense  of the
Lessee, so that the Leased Premises shall have:


                                       6
<PAGE>

            (a)  effective  waterproofing  and  weather  protection  of roof and
      exterior walls;

            (b) plumbing facilities that substantially conform to applicable law
      in effect at the time of installation;

            (c) heating facilities which  substantially  conform with applicable
      law at the time of installation;

            (d) electrical lighting, with wiring and electrical equipment, which
      substantially conform with applicable law at the time of installation; and

            (e) floors, stairways and railings maintained in good repair;

provided,  however,  that notwithstanding the foregoing the Lessor shall have no
duty to make any repairs otherwise required by this Section unless and until the
Lessor shall have received notice of the need therefore from the Lessee.


                         ARTICLE 6. LESSEE'S COMPLIANCE
                         ------------------------------

      6.1 The Lessee shall not at any time use or occupy the Leased Premises nor
permit nor suffer the same to be used or occupied in  violation  of any statute,
ordinance or other requirement of any local,  state or federal government or any
authority,  agency or department thereof, and in the event that any local, state
or federal  government  or any  authority,  agency or  department  thereof shall
hereafter  at any time contend or declare by notice,  citation,  order or in any
other manner  whatsoever that the Leased Premises is used for a purpose which is
in violation of any statute,  ordinance or other  requirement,  the Lessee shall
discontinue immediately such use of the Leased Premises.


                              ARTICLE 7. UTILITIES
                              --------------------

      7.1 As of the date of this  Lease,  the Leased  Premises  is served by the
following utilities ("Utilities"):  electric,  natural gas, public water, public
sewer and telephone.

      7.2 Notwithstanding anything to the contrary, the Lessor does not make any
representations  or  warranties  of any nature to the Lessee with respect to the
existence,  continued existence,  quantity or quality of any Utilities and shall
have no liability or  responsibility  for any  diminution  in,  suspension of or
termination of any Utilities.

      7.3 The Lessee shall pay when due, directly to the suppliers thereof,  the
cost of all Utilities  now or hereafter  serving the Leased  Premises  which are
metered and billed directly to the Lessee.

      7.4 Immediately upon demand, the Lessee shall reimburse the Lessor for the
cost of all Utilities now or hereafter serving the Leased Premises which are not
separately  metered  and for which  the  Lessee  is not  separately  billed by a
supplier of such  Utilities.  In the absence of manifest  error,  the reasonable
determination by the Lessor as to the cost of Utilities subject to reimbursement
by the Lessee shall be final and conclusive.


                        ARTICLE 8. RULES AND REGULATIONS
                        --------------------------------


                                       7
<PAGE>

      8.1 The rules and  regulations  set forth on Exhibit "A" which is attached
hereto and made a part  hereof  are part of this  Lease with the same  effect as
though  contained  herein in their entirety,  and the Lessee covenants that said
rules and regulations  shall be fully observed by the Lessee throughout the Term
hereof and fully  observed by each and every employee of the Lessee and each and
every person on the Leased Premises by permission or consent of the Lessee.


                ARTICLE 9. ALTERATIONS, IMPROVEMENTS AND FIXTURES
                -------------------------------------------------

      9.1 The Lessee shall make no alterations,  additions or improvements in or
to the  Leased  Premises  without  obtaining  the prior  written  consent of the
Lessor, which shall not be unreasonably  withheld.  In no event shall the Lessee
be permitted to make any  alterations,  additions or  improvements  in or to the
Leased Premises which would diminish the value of the Leased Premises.

      9.2 All  alterations,  additions and  improvements  to the Leased Premises
shall be of first quality,  shall be free of all liens and  encumbrances  except
for a lien on all assets of Lessee held by Lessee's bank (except,  however, that
in no event shall Lessee's bank have any lien,  right,  title or interest in any
alteration,  addition or improvement to the Leased Premises which  constitutes a
fixture or  otherwise  is affixed to the Leased  Premises or any part  thereof),
shall be completed in a good and workmanlike manner, shall be made in accordance
with all applicable laws and governmental  rules and regulations and shall be in
form  satisfactory  to the Lessor.  In no event shall the Lessee cause or permit
any  mechanic's  lien or claim  ("Mechanic's  Lien")  to  attach  to the  Leased
Premises or any part thereof by reason of the  construction of any  alterations,
additions or improvements to the Leased Premises or any work related thereto.

      9.3 At the Lessor's option,  upon  incorporation into the Leased Premises,
all  alterations,  additions and  improvements  shall become the property of the
Lessor and shall  remain upon and be  surrendered  by the Lessee with the Leased
Premises.  The Lessee shall  indemnify and hold the Lessor  harmless of and from
any and all loss,  damage,  cost and expense,  including  all fines,  penalties,
reasonable  attorneys' fees and court costs,  incurred by the Lessor arising out
of or  resulting  from  the  construction  of  the  alterations,  additions  and
improvements or any repairs to the Leased Premises occasioned thereby.

      9.4 In the event that the Lessee shall make any alterations,  additions or
improvements to the Leased Premises,  the Lessee shall promptly pay when due all
contractors and materialmen who shall have supplied labor,  work or materials to
the Lessee with respect to the Leased  Premises.  In addition,  the Lessee shall
take all other steps,  including the timely filing of a waiver against liens, as
permitted by applicable  law, in form and substance  satisfactory  to the Lessor
("Waiver  Against  Liens"),  in order to avoid the  imposition of any Mechanic's
Lien upon or against the Leased Premises.  At least ten (10) business days prior
to the  initiation  of any  labor  or  work  with  respect  to the  alterations,
additions  or  improvements  or the  delivery  of any  materials  to the  Leased
Premises with respect  thereto,  the Lessee shall deliver to the Lessor a Waiver
Against  Liens,  executed by the Lessee and by each of its  contractors.  In the
event  that any  Mechanic's  Lien  shall be filed  with  respect  to the  Leased
Premises for labor or work  performed  or materials  supplied by or on behalf of
the Lessee with respect to the Leased Premises,  the Lessee shall cause the same
to be  discharged  within  thirty (30) days after the  Mechanic's  Lien has been
filed or formal  notice  of said lien has been  issued,  whichever  shall  first
occur, regardless of the validity or invalidity of such Mechanic's Lien. Nothing
contained in this Lease or  otherwise is intended to authorize  the Lessee to do
or cause any work or labor to be done or any  materials  to be supplied  for the
account of the Lessor, all of the same being solely for the Lessee's account and
at the Lessee's sole risk, cost and expense.


                                       8
<PAGE>

                          ARTICLE 10. QUIET POSSESSION
                          ----------------------------

      10.1  This  Lease  and  the  tenancy  of the  Lessee  hereunder  shall  be
subordinate  to the mortgage liens of record as of the date of this Lease and to
all amendments,  consolidations,  extensions, modifications and renewals thereof
or  pertaining  thereto and to the  mortgage  liens of record  arising out of or
pertaining  to any  refinancing  with respect to any of the  foregoing,  and all
amendments,  consolidations,  extensions,  modifications and renewals thereof or
pertaining  thereto,  and to all advances  hereafter made from time to time upon
the security  thereof.  Upon demand by the Lessor,  the Lessee shall execute and
deliver  to the Lessor  such  instruments  and  assurances  as the Lessor  shall
reasonably require in order to evidence such subordination.

      10.2  Provided  that  no  Default  (as  hereinafter  defined)  shall  have
occurred,  and subject to the other  provisions of this Lease,  the Lessee shall
peaceably  and quietly  hold and enjoy the Leased  Premises  for the Term hereof
without hindrance or interruption, and such quiet enjoyment shall be defended by
the Lessor.


                       ARTICLE 11. DELIVERY OF POSSESSION
                       ----------------------------------

      11.1 If the Lessor  shall be unable for any reason  whatsoever  to deliver
possession of the Leased Premises on the Commencement Date, the Lessor shall not
be liable to the  Lessee  for any damage  caused  thereby,  nor shall this Lease
thereby  become  void or  voidable,  nor  shall  the Term  hereof  in any way be
extended. In any such event as aforesaid, the Lessee shall not be liable for any
Rent or  Additional  Rent as  herein  provided  until  such  time as the  Lessor
delivers possession of the Leased Premises.


                        ARTICLE 12. SURRENDER OF PREMISES
                        ---------------------------------

      12.1 Without  demand  therefore  and at the Lessee's own cost and expense,
the Lessee shall remove all  personal  property  belonging to the Lessee and all
alterations,  additions and  improvements  (other than permanent  partitions and
installations and those alterations,  additions and improvements with respect to
which the Lessor has  exercised  its option  under  Section  9.3  hereof) to the
Leased  Premises  which the Lessee has installed or caused to be installed as of
the date of the  termination  of this  Lease or the  sooner  termination  of the
Lessee's tenancy hereunder.  In addition,  the Lessee shall repair all damage to
the Leased  Premises  caused by such removal as aforesaid and restore the Leased
Premises to the condition in which the same existed prior to the installation of
such  alterations,  additions and improvements so removed.  Without limiting any
other rights or remedies of which the Lessor may be possessed,  any alterations,
additions  and  improvements  which are not removed as required by this  Section
shall be deemed to have been  abandoned  by the  Lessee and may be  retained  or
disposed  of by the Lessor  without  accounting  therefore  to the Lessee of any
nature.  In the event that the Lessor shall  dispose of any  property  deemed to
have been abandoned by the Lessee,  immediately upon demand therefore the Lessee
shall  reimburse  the Lessor for all costs and  expenses  incurred by the Lessor
with respect to such disposition.

      12.2 The Lessee  shall,  on  expiration  of the Term  hereof or the sooner
termination of the Lessee's tenancy  hereunder,  promptly  surrender and deliver
the Leased  Premises to the Lessor without demand  therefore in good  condition,
ordinary wear and tear excepted.


                                       9
<PAGE>

      12.3 If during  the Term of this Lease the  Leased  Premises,  or any part
thereof,  should be taken  for any  public  or  quasi-public  use under any law,
ordinance or regulation, or by right of eminent domain, or should be sold to any
condemning  authority  under threat of  condemnation,  the Lessor shall have the
right to terminate this Lease,  and in such event the Rent and  Additional  Rent
shall be abated for the  unexpired  portion of this Lease,  effective  as of the
date  of the  taking  by or  conveyance  to the  condemning  authority.  No such
condemnation  or  conveyance  shall entitle the Lessee to any part of any damage
award or purchase price paid on account of such condemnation or conveyance,  all
of which rights are hereby expressly waived by the Lessee.  Notwithstanding  the
foregoing,  in the event that the  condemning  authority  shall award  moving or
business  interruption  damages  which do not in any way  diminish  the recovery
available to the Lessor, the Lessee shall not be deemed to have waived any right
to the same by reason of the provisions of this Section and shall have the right
to seek a recovery of such moving damages from the condemning authority.


                               ARTICLE 13. DEFAULT
                               -------------------

      13.1 Any of the following  events shall  constitute an event of default by
the Lessee ("Default") under the provisions of this Lease:

            (a) the failure or refusal by the Lessee to pay when due and without
      notice or demand and without  setoff or  deduction to the Lessor any Rent,
      Additional  Rent or any other  amount  owing  under  this  Lease,  and the
      continuance  of such  failure or refusal by the Lessee for a period of ten
      (10) days following the due date; provided, however, that the Lessee shall
      not be  entitled to such grace  period more than two (2) times  during any
      consecutive twelve (12) month period;

            (b) the  failure or  refusal  by the Lessee to carry the  insurances
      required  by Article 3 hereof or to provide  the Lessor  with  evidence of
      such coverage as therein required;

            (c) the  failure  or  refusal  by the Lessee to make full and timely
      performance and observance of the provisions of this Lease  (excluding the
      provisions to which Subsections (a) and (b) of this Section pertain) which
      the Lessee is required to perform or observe,  and the continuance of such
      failure  or  refusal  by the  Lessee  for a period  of  thirty  (30)  days
      following  the  giving of  notice  by the  Lessor  with  respect  thereto;
      provided,  however,  that the Lessor  shall not be  required  to give such
      notice nor shall the Lessee be entitled to such grace period more than two
      (2) times during any consecutive twelve (12) month period;

            (d) [INTENTIONALLY DELETED];

            (e)  if  the  Lessee  shall  suffer  or  incur  any  lien,   charge,
      encumbrance or security  interest to be imposed upon the Leased  Premises,
      the Lessee's  interest in this Lease or the tenancy of the Lessee  arising
      therefrom,  and such lien, charge,  encumbrance or security interest shall
      not be satisfied,  discharged or terminated, as applicable,  within thirty
      (30) days of the imposition thereof;

            (f)  the  attachment,  garnishment,  levy or  seizure  of any of the
      assets of the Lessee or the taking of  possession  thereof by a  receiver,
      liquidator,  assignee,  custodian,  trustee, sequestrator or other similar
      official,  and  such  attachment,  garnishment,  seizure  or  levy  is not
      released within thirty (30) days of the imposition  thereof, or possession
      relinquished within thirty (30) days of the taking thereof;


                                       10
<PAGE>

            (g) the  making by the  Lessee or the  attempt by the Lessee to make
      any common law  composition  of debts with the  creditors of Lessee or the
      making  by the  Lessee  to  make an  assignment  for  the  benefit  of the
      creditors  of the Lessee or any  attempt by the Lessee to  otherwise  take
      advantage of any insolvency law;

            (h) the  entry of a decree or order  for  relief  by a court  having
      jurisdiction  in respect of the  Lessee in an  involuntary  case under the
      federal  bankruptcy  laws, as now or hereafter  constituted,  or any other
      applicable federal or state bankruptcy,  insolvency or similar law, or for
      the appointment of a receiver,  liquidator,  assignee, custodian, trustee,
      sequestrator  or other similar  official with respect to the Lessee or any
      of its assets,  and such appointment is not terminated  within thirty (30)
      days of the date of the making thereof;

            (i) the  commencement  by the Lessee of a  voluntary  case under the
      federal  bankruptcy  laws, as now or hereafter  constituted,  or any other
      applicable  federal or state bankruptcy,  insolvency or other similar law,
      or the consent of the Lessee to the appointment of or taking possession by
      a receiver,  liquidator,  assignee,  trustee,  custodian,  sequestrator or
      other similar official for the Lessee or any of the assets of Lessee.

      13.2 In the event of a Default,  the Lessor  shall have any and all of the
following rights and remedies:

            (a) to declare the Rent, Additional Rent and all other amounts owing
      by the Lessee to the Lessor  pursuant to this Lease for the balance of the
      Term to be immediately due and payable by the Lessee;

            (b) to terminate  this Lease and be entitled to unpaid accrued Rent,
      Additional  Rent and  other  amounts  owing  pursuant  to this  Lease  and
      damages,  including damages equal to the difference between the balance of
      the Rent,  Additional  Rent and other amounts owing pursuant to this Lease
      for the Term and the then fair rental value of the Leased Premises for the
      remainder of the Term;

            (c)  without  terminating  this  Lease,  to  re-enter  and re-let to
      another tenant,  the Lessee  remaining liable for the loss of Rent for the
      balance of the Term,  the Lessor being released from any and all liability
      for such re-entry;

            (d) to apply the Security Deposit against all losses, damages, costs
      and expenses suffered or incurred by the Lessor by reason of such Default;


            (e) To be indemnified of and from any and all losses, damages, costs
      and expenses,  including reasonable  attorneys' fees, suffered or incurred
      by the Lessor by reason of such Default;

            (f) to exercise  any and all other  rights and remedies set forth or
      referred  to in this Lease and all other  rights and  remedies  at law, in
      equity or by statute permitted.

      13.3 [INTENTIONALLY DELETED].

      13.4 All rights and remedies of the Lessor  hereunder or at law in, equity
or by statute  permitted  or  provided  are  cumulative,  and may, to the extent
permitted by law, be exercised  concurrently or separately.  The exercise of any
one right or remedy  shall not be  deemed to be an  exclusive  election  of such
right


                                       11
<PAGE>

or remedy or to preclude the  exercise of any other right or remedy.  No failure
on the part of  Lessor to  exercise,  and no delay in  exercising,  any right or
remedy  hereunder,  shall operate as a waiver  thereof,  nor shall any single or
partial exercise by Lessor of any right or remedy  hereunder  preclude any other
or future exercise thereof or the exercise of any other right or remedy.

      13.5 In the event of a Default hereunder, Lessee shall pay, in addition to
any and all other amounts owing hereunder, and without setoff or deduction, upon
demand therefore all costs and expenses,  including reasonable  attorneys' fees,
incurred by the Lessor in enforcing  any of its rights or remedies  hereunder or
by law, equity or statute permitted or provided.

      13.6 (a) In the event that the Lessor shall fail to perform or observe any
      provision  of this Lease to be  performed  or observed by the Lessor,  the
      Lessee shall provide the Lessor with written notice thereof specifying the
      nature of such failure  ("Default  Notice").  In the event that the Lessor
      shall failure to cure such failure within the cure period ("Cure  Period")
      provided  in  Subsection  (b)  hereof,  the  Lessor  shall  be in  default
      hereunder  and the Lessee  shall have any and all rights and  remedies  at
      law, in equity or by statute permitted.

           (b) The Cure Period referred to in Subsection (a) hereof shall:

                  (1)  Consist of thirty  (30)days  beginning  as of the date of
                  receipt by the Lessor of the Default Notice; or

                  (2) In the event  that the  Lessor's  failure  to  perform  or
                  observe  any  provision  of  this  Lease  to be  performed  or
                  observed  by the  Lessor  is of such  nature  that  it  cannot
                  reasonably be cured within  thirty (30) days,  the Cure Period
                  shall consist of a reasonably greater period of time under the
                  circumstances not to exceed ninety (90) days,  beginning as of
                  the date of receipt by the Lessor of the Default Notice.

                        ARTICLE 14. INSPECTION BY LESSOR
                        --------------------------------

      14.1 The Lessee shall permit the Lessor and its agents and representatives
to enter  into and upon the Leased  Premises  at all  reasonable  times and upon
reasonable notice for the purposes of inspecting the same and for the purpose of
maintaining  or  making   repairs  or   alterations  to  the  Leased   Premises.
Notwithstanding  the foregoing,  in the event that an emergency shall occur with
respect to the Leased  Premises  or any part  thereof,  the Lessor  shall not be
required to give any notice whatsoever to the Lessee.

      14.2 The Lessor  shall have the right at any and all times during the Term
to erect one (1) or more "For Sale" signs on the Leased  Premises and within the
one hundred  eighty  (180) day period  prior to the end of the Term to erect one
(1) or more "For Lease" signs on the Leased Premises.

      14.3 The Lessor  shall have the right at all  reasonable  times during the
Term, and during the one hundred eighty (180) day period prior to the end of the
Term to allow one (1) or more real estate  agents and potential  purchasers  and
lessees, as applicable, to inspect the Leased Premises.


                       ARTICLE 15. ASSIGNMENT AND SUBLEASE
                       -----------------------------------

      15.1 The Lessee shall not  voluntarily,  involuntarily  or by operation of
law, assign, transfer,  mortgage, pledge or otherwise encumber this Lease or all
or any part of the Lessee's interest in this Lease or in the Leased Premises, in


                                       12
<PAGE>

whole or in part,  or sublet  the whole or any part of the Leased  Premises,  or
permit  the use of the  whole or any part of the  Leased  Premises  by any other
person or other  entity  of any  nature  ("Person")  without  the prior  written
consent  of the  Lessor;  such  consent,  however,  shall  not  be  unreasonably
withheld.  No assignment or sublease,  if consented to in the manner  aforesaid,
shall in any way  relieve  or  release  Lessee  from  liability  upon any of the
covenants under the terms of this Lease, and notwithstanding any such assignment
or sublease, the responsibility and liability of Lessee hereunder shall continue
in full force and effect until the expiration of the Term hereby created and any
renewals  thereof.  No assignment or sublease shall be valid unless the assignee
or  subtenant  shall  assent to and agree in  writing  to be bound by all of the
covenants and conditions herein  contained,  including the provisions of Section
13.3 hereof, such assent and agreement to be in form reasonably  satisfactory to
the Lessor.

      15.2 The Lessor shall have the right to assign and  transfer,  in whole or
in part,  this Lease and any and all rights  thereunder,  the Leased Premises or
any part of the foregoing without the consent of the Lessee. Such assignment and
transfer  shall  relieve the Lessor of any and all  liability  under this Lease;
provided,  however,  that the liability of the Lessor  hereunder  shall be fully
enforceable  against  such  assignee or  transferee.  The Lessee  shall,  within
fifteen  (15) days from  receipt of a written  demand by the  Lessor,  execute a
consent in form  reasonably  satisfactory  to the Lessor to such  assignment  or
transfer as aforesaid.


                          ARTICLE 16. SECURITY DEPOSIT
                          ----------------------------

      16.1  Concurrently  with the  execution  of this Lease,  the Lessee  shall
deposit with Lessor the security deposit  ("Security  Deposit") in the amount of
Four Thousand Six Hundred Thirty and 00/100 Dollars  ($4,630.00) as security for
the full,  timely and faithful  performance  and observance by the Lessee of the
provisions  of this Lease on the part of the Lessee to be  performed or observed
and for the cost of any trash removal,  house cleaning,  repair or correction of
damage to the Leased Premises in excess of normal wear and tear.

      16.2 The Security Deposit referred to in Section 16.1 hereof shall be held
by the Lessor, and the Lessee shall not be entitled to interest thereon.

      16.3 If at any time during the Term hereof a Default shall occur by reason
of the  failure  of the  Lessee  to  make  prompt  payment  when  due of Rent or
Additional Rent, or any portion thereof, or any other sum owing by the Lessee to
the Lessor pursuant to the provisions of this Lease,  the Lessor may appropriate
and apply any portion of the Security Deposit as may be necessary to the payment
of the overdue Rent, Additional Rent or any other sum owing by the Lessee to the
Lessor pursuant to the provisions of this Lease.

      16.4 If at any time during the Term hereof the Lessee shall fail to repair
any damage to the Leased  Premises or the  Building in which the same is situate
that the Lessee is required to repair  pursuant to the provisions of this Lease,
the Lessor may appropriate and apply any portion of the Security  Deposit as may
be reasonably necessary to make such repairs.

      16.5 If on the  termination  of the  tenancy of the Lessee for any reason,
the Lessee does not leave the Leased  Premises in  reasonably  clean  condition,
then the Lessor may appropriate and apply any portion of the Security Deposit as
may be reasonably necessary to put the Leased Premises in such clean condition.

      16.6 Should the Lessor transfer the Lessor's  interest under this Lease or
in the Leased Premises in any manner at the Lessor's option, the Lessor shall do


                                       13
<PAGE>

one of the following  acts,  either of which shall relieve the Lessor of further
liability with respect to such Security Deposit:

            (a) transfer the portion of such Security  Deposit  remaining  after
      all lawful deductions have been made to the Lessor's successor in interest
      and thereafter notify the Lessee of such transfer, and of the transferee's
      name and  address.  On receipt of such  remaining  Security  Deposit,  the
      successor in interest to the Lessor shall have all of the rights, remedies
      and  obligations  of the Lessor with respect to such Security  Deposit and
      the Lessor shall be relieved and released of all further  liability,  duty
      and  obligation to the Lessee with respect to the Security  Deposit or its
      return; or

            (b)  return  to the  Lessee  the  portion  of the  Security  Deposit
      remaining after any lawful deductions have been made.

      16.7 Except as  otherwise  provided  herein,  the Lessor  shall return the
Security  Deposit,  or the balance thereof after all lawful deductions have been
made therefrom,  to the Lessee as soon as possible following the vacation of the
Leased  Premises by the Lessee in accordance  with the  provisions of this Lease
and the  surrender to the Lessor of all keys to the Leased  Premises;  provided,
however,  that nothing herein contained shall be deemed to require the Lessor to
return the  Security  Deposit  or any  portion  thereof to the Lessee  until all
charges  against the Security  Deposit shall have been determined by the Lessor.
In the  event  that the  Lessor  determines  that any  loss,  damage  or  injury
chargeable to the Lessee hereunder exceeds the Security Deposit,  the Lessor, in
addition  to any and all other  rights and  remedies  of which the Lessor may be
possessed,  may retain the Security  Deposit as liquidated  damages or may apply
said sum against any actual loss, damage or injury and the balance thereof shall
be the responsibility of the Lessee.

      16.8 Except as provided in this Article,  the parties  hereto  acknowledge
that the Security Deposit is not to be considered as the last monthly payment of
Rent under this Lease.

      16.9 In the event that the Security  Deposit or any portion  thereof shall
be used or applied by the Lessor  pursuant to the provisions of this Lease,  the
Lessor  shall  give  notice  to the  Lessee of such use or  application  and the
reasons therefore within thirty (30) days of such use or application.

      16.10 In the event that the Lessor shall use or apply the Security Deposit
or any  portion  thereof but shall not elect to  exercise  the other  rights and
remedies granted to the Lessor under this Lease,  then,  immediately upon demand
therefore  by the Lessor,  the Lessee  shall pay over to the Lessor such sums of
money as are necessary to  reconstitute  the Security  Deposit in the amount set
forth in Section 16.1.


                        ARTICLE 17. ESTOPPEL CERTIFICATE
                        --------------------------------

      17.1 The Lessee  shall,  at any time within ten (10) days of the  Lessor's
written  request,  execute,  acknowledge  and  deliver to the Lessor a statement
certifying that this Lease is unamended, unmodified and in full force and effect
(or, if there have been  amendments or  modifications,  that the same is in full
force  and  effect as  amended  or  modified  and  stating  the  amendments  and
modifications),  the dates to which the Rent,  Additional Rent and other amounts
owing hereunder have been paid in advance, if any, and such other information as
the Lessor shall  reasonably  require.  It is intended  that any such  statement
delivered  pursuant hereto shall be relied upon by any prospective  purchaser or
mortgagee of the Leased Premises.


                                       14
<PAGE>

                        ARTICLE 18. ENVIRONMENTAL MATTERS
                        ---------------------------------

      18.1

            (a) The term  "Applicable  Environmental  Laws"  shall mean  without
      limitation  all  present and future  laws,  statutes,  codes,  ordinances,
      orders, judgments, decrees, injunctions, rules, regulations,  restrictions
      and requirements  ("Legal  Requirements") of the United States of America,
      the  Commonwealth  of  Pennsylvania,  the Borough of  Shillington  and any
      agency, department, bureau, board, commission or instrumentality of either
      of  the  foregoing  now  existing  or  hereafter  created   ("Governmental
      Authority")  pertaining to the  preservation or enhancement of the quality
      of the environment or regulating or restricting the use, transfer, storage
      or remediation of Hazardous Materials (as hereinafter defined),  including
      the Comprehensive  Environmental Response,  Compensation and Liability Act
      of 1980,  as amended (42 U.S.C.  Section  9601,  et seq.),  the  Hazardous
      Materials  Transportation  Act, as amended  (49 U.S.C.  Section  1801,  et
      seq.),  the Resource  Conservation and Recovery Act, as amended (42 U.S.C.
      Section 6901, et seq.), the  Pennsylvania  Hazardous Sites Cleanup Act (35
      P.S.  6020.101,  et  seq.)  and all  rules  and  regulations  adopted  and
      publications promulgated pursuant thereto at any time.

            (b) The term "Hazardous  Materials" shall mean, without  limitation,
      any flammable  explosives,  radioactive  materials,  hazardous  materials,
      hazardous  wastes,  hazardous or toxic  substances  or related  materials,
      asbestos or any material  containing  asbestos,  or any other substance or
      material regulated under any Applicable Environmental Laws.

      18.2 The  Lessee  shall not use the  Leased  Premises,  nor allow it to be
used,  to  generate,  manufacture,  refine,  transport,  treat,  store,  handle,
dispose, transfer, produce or process Hazardous Materials.

      18.3 The Lessee shall not cause or permit,  as a result of any intentional
or unintentional  act or omission on the part of the Lessee or any other Person,
a release of Hazardous  Materials onto, from or affecting the Leased Premises or
any other use,  installation or disposition of Hazardous  Materials in violation
of Applicable Environmental Laws.

      18.4 The Lessee shall comply, and enforce compliance by all of its agents,
servants,  employees,  invitees, permitted assigns, sublessees,  representatives
and all other persons  coming on the Leased  Premises with the permission of the
Lessee, with all Applicable Environmental Laws.


                  ARTICLE 19 LIMITATION OF LIABILITY OF LESSOR
                  --------------------------------------------

      19.1 Notwithstanding anything to the contrary, the liability of the Lessor
(and any assignee  thereof) under this Lease shall be limited to its interest in
the Leased  Premises  and the Lessor (and any  assignee  thereof)  shall have no
liability to the Lessee beyond its interest in this Lease.


                            ARTICLE 20. MISCELLANEOUS
                            -------------------------

      20.1 In the event of any  assignment,  conveyance or other transfer by the
Lessor  of its  interest  in the  Lease or the  Leased  Premises  to any  Person
assuming  the  Lessor's  obligations  under this  Lease,  then in such event the
Lessor shall be released and relieved of and from any and all further liability,
duties and


                                       15
<PAGE>

obligations  under this Lease and to the Lessee and the Lessee shall look solely
to such successor in interest of the Lessor for the  observance and  performance
of the Lessor's obligations under this Lease.

      20.2  The  Lessee  shall  comply  with  all  Legal   Requirements  of  all
Governmental Authorities to the extent that the same affect the Leased Premises,
and the  Lessee  shall  save the  Lessor  harmless  from any and all  fines  and
penalties  and costs  assessed  against the Lessor as a result of the failure by
the Lessee to comply with such statutes, laws, ordinances,  rules,  regulations,
orders, directives and requirements.

      20.3 All property on the Leased Premises shall be and remain on the Leased
Premises at the sole risk of the Lessee,  and the Lessor shall not be liable for
any damage to nor loss of such property arising from (a) any acts,  omissions or
negligence  of  others,  (b) the  leaking of the roof of the  Building,  (c) the
bursting,  leaking  or  overflowing  of  water,  sewer or other  pipes,  (d) the
bursting, leaking or overflowing of heating or plumbing fixtures, (e) electrical
wires or fixtures,  (f) damage by fire, casualty or any other disaster,  (g) any
other cause whatsoever;  and the Lessee shall indemnify and hold Lessor harmless
in all such cases.

      20.4 It is expressly  understood that the Lessor shall not be construed or
held to be a partner or  associate  of the Lessee in the conduct of the Lessee's
business,  it being  expressly  understood  that the  relationship  between  the
parties hereto is and shall remain at all times that of landlord and tenant.

      20.5 Time shall be of the essence of this Lease.

      20.6 All notices, requests, demands and other communications given or made
pursuant to this Lease shall be in writing and  delivered in person,  or sent by
certified mail, return receipt requested, postage prepaid, or sent by nationally
recognized  overnight  courier to the address set forth in  Paragraph  14 of the
Addendum  or to such  other  address  as the  receiving  party  shall  have last
designated by written notice to the other party hereto:

                      If to Lessor:    Michael Gallen
                                       833 Wyomissing Road
                                       Mohnton, PA 19540

                      If to Lessee:    Lakeland Industries, Inc.
                                       c/o Mifflin Valley, Inc.
                                       31 South Sterley Street
                                       Shillington, PA 19607

                      With a copy to:  Lakeland Industries, Inc.
                                       701-7 Koehler Avenue
                                       Ronkonkoma, NY 11779
                                       ATTN: Christopher Ryan and Gary Pokrassa

      20.7  Whenever a period of time is to be computed from the date of receipt
of a notice,  request,  demand or other communication and actual receipt thereof
is refused by the party to whom it is directed,  receipt shall be deemed to have
been received for all purposes as follows:

            (a) if the refused item was delivered in person,  such item shall be
      deemed to have been received on the date refused;

            (b) if the refused item was sent by certified  mail,  return receipt
      requested,  such item shall be deemed to have been  received  on the third
      (3rd) day following mailing thereof;


                                       16
<PAGE>

            (c) if the refused item was sent by nationally  recognized  courier,
      such  item  shall be deemed to have  been  received  on the day  following
      delivery to such nationally recognized courier.

      20.8 When the sense so  requires,  words of any gender  used in this Lease
shall be held to include any other gender and words in the singular number shall
be held to include the plural and vice versa.  All pronouns and  adjectives  and
any  variations  thereof used herein shall be deemed to refer to the  masculine,
feminine, neuter, single and plural as the identity of the person or persons may
require.

      20.9  Immediately  upon demand  therefore  made by the Lessor,  the Lessee
shall  execute  and deliver to the Lessor such  additional  documentation  as is
reasonably necessary to effectuate the intent of this Lease.

      20.10 The titles  contained in this Lease do not constitute a part of this
Lease, but are for informational purposes only.

      20.11 The word  "including"  shall be a word of enlargement  rather than a
word of limitation  and shall be deemed to mean  "including  but not limited to"
rather than "including only".

      20.12 If any provisions of this Lease or the  application  thereof be held
invalid  or  unenforceable,  the  remainder  of this  Lease and the  application
thereof to other parties or circumstances shall not be affected thereby,  unless
such holding  substantially  and  materially  deprives  Lessee of the use of the
Leased Premises or Lessor of the Rent, Additional Rent or any other amount under
this  Lease,  in which  event  this Lease  shall  forthwith  terminate  as if by
expiration of the Term hereof.

      20.13 Neither this Lease nor any memorandum thereof shall be recorded.

      20.14 This Lease, together with the Exhibit attached hereto,  contains the
entire  understanding  between  the parties  hereto with  respect to the subject
matter hereof and such understanding may not be amended,  modified or terminated
except in writing and duly executed by the parties hereto.

      20.15 This Lease shall not be more  strictly  construed  against one party
than the other.

      20.16 This Lease  shall be  binding  upon and inure to the  benefit of the
parties hereto and their  respective  heirs,  executors,  administrators,  legal
representatives, successors and, where permitted by this Lease, assigns.

      20.17 The Lessor and the Lessee each hereby consent to the jurisdiction of
all  state  and  federal  courts  having  their  situs  in the  Commonwealth  of
Pennsylvania.

      20.18  This  Lease  and  all  interpretations   hereof  and  controversies
hereunder shall be construed in accordance with the laws of the  Commonwealth of
Pennsylvania.

      IN WITNESS WHEREOF,  AND INTENDING TO BE LEGALLY BOUND HEREBY, the parties
hereto  have caused this Lease to be executed as of the day and year first above
written.


LESSOR:


                                       17
<PAGE>

           /s/Michael Gallen
---------------------------------------
                                            Michael Gallen

LESSEE:                                     LAKELAND INDUSTRIES,INC.



By:      /s/Christopher J. Ryan
   ------------------------------------
                              President:



Attest:
       --------------------------------
                              Secretary:


                                       18
<PAGE>

                                   EXHIBIT "A"

                              RULES AND REGULATIONS
                              ---------------------

      The  following  are the rules and  regulations  pertaining  to the  Leased
Premises.  These rules and  regulations  form an  integral  part of the Lease to
which they are  attached  ("Lease")  and shall be fully  binding upon the Lessee
therein named as if contained in the Lease in their entirety. Unless the context
clearly  requires  otherwise,  each  term used  herein  shall  have the  meaning
ascribed to it in the Lease.

      1. No smoking shall be permitted at any time in the Building

      2. The sidewalks,  entrances,  passages,  courts,  elevators,  vestibules,
stairways,  corridors  and halls shall not be  obstructed  or  encumbered by any
Lessee or used for any  purpose  other than  ingress  and egress to and from the
Leased Premises.

      3. No awnings or other  projections shall be attached to the outside walls
of the Building  without the prior written  consent of the Lessor.  No curtains,
blinds,  shades or screens shall be attached to or hung in or used in connection
with any  window or door of the  Leased  Premises  without  obtaining  the prior
written  consent of the Lessor.  In the event that such  consent is given,  such
awnings, projections,  curtains, blinds, shades, screens and other fixtures must
be of a quality, type, design and color and attached in a manner approved by the
Lessor and shall be removed by the Lessee at the Lessee's  sole cost and expense
immediately upon subsequent demand by the Lessor.

      4. No sign,  advertisement,  notice or other lettering shall be exhibited,
inscribed,  painted or  affixed by the Lessee on any part of the  outside of the
Leased Premises or the Building  without  obtaining the prior written consent of
the Lessor.

      5. Interior signs on doors and any directory tablet shall be inscribed and
painted or affixed at the sole cost and  expense of the Lessee and shall be of a
size, color and style approved by the Lessor.

      6. The sashes,  sash doors,  skylights,  windows and doors that reflect or
admit light and air into the vestibules,  stairways,  corridors,  halls or other
public places in the Building  shall not be covered or obstructed by the Lessee,
nor shall any bottles,  parcels or other  articles be placed on any window sills
in the Building.

      7. No  utility  sinks or  other  plumbing  fixtures  shall be used for any
purpose  other  than those for which they were  constructed,  and no  sweepings,
rubbish, rags or other substances shall be thrown therein. All damages resulting
from any misuse of the fixtures shall be borne by the Lessee.

      8. The Lessee shall not in any way deface any part of the Leased  Premises
or the  Building.  No boring,  cutting or stringing of wire shall be  permitted,
except with the prior written  consent of the Lessor,  and, in such event as the
Lessor shall direct.

      9. No  bicycles,  vehicles or animals of any kind shall be brought into or
kept in the Building.

      10. No cooking  shall be done or permitted  in the Building  other than by
means  of  a  standard  microwave  oven.  In  no  event  shall  any  unusual  or
objectionable odors be produced upon or allowed to permeate the Leased Premises.

<PAGE>

      11. The  Lessee  shall not make,  or permit to be made,  any  unseemly  or
disturbing noises or disturb or interfere with occupants of the Building.

      12. No  additional  locks or bolts of any kind  shall be  placed  upon any
doors or windows in the  Building  by the Lessee nor shall any change be made in
existing locks or the mechanisms thereof.  The Lessee must, upon the termination
of his tenancy,  restore to the Lessor all keys. In the event of the loss of any
keys so  furnished,  the Lessee shall pay to the Lessor the cost of changing all
applicable  locks.

      13.  All  removals  or the  carrying  in or out  of  any  safes,  freight,
furniture  or bulky matter of any  description  must take place during the hours
which the Lessor may determine from time to time.

      14. Canvassing, soliciting and peddling in the Building are prohibited and
the Lessee shall cooperate to prevent the same.

      15. In the event that the Lessee  shall use or occupy the Leased  Premises
or admit any person to the Building  other than on normal  business  days during
normal  business  hours,  the Lessee shall be responsible for the locking of all
exterior  doors of the  Building  which  the  Lessee  uses and  shall  otherwise
cooperate fully with the Lessor to maintain  security within the Building at all
times.

      16. The Lessee shall not at any time bring or allow to be brought into the
building any flammable,  combustible or explosive chemical,  fluid,  material or
substance of any nature; provided, however, that the foregoing prohibition shall
not be interpreted to preclude supplies  customarily used for office purposes in
customary amounts.

      17.  The  Lessor  reserves  the  right  to make  such  other  and  further
reasonable  rules and  regulations as in the Lessor's  judgment may from time to
time be needed for the safety,  care and cleanliness of the Building and for the
preservation  of good order  therein  and any such  other or  further  rules and
regulations  shall be binding  upon the Lessee with the same force and effect as
if they had been inserted  herein at the time of the execution  hereof.  No such
additional  rules and regulations  shall become  effective as against the Lessee
until the Lessor shall have given the Lessee written notice thereof,  and unless
such additional  rules and regulations  shall be of general  applicability  with
respect to all other tenants in the Building.