Exhibit
10.10
 
 THIRD
MODIFICATION TO NOTE AND LOAN AGREEMENT
 AND
REAFFIRMATION OF GUARANTY
 
 Lakeland
Industries, Inc.
 Attn:
Christopher J. Ryan, Chief Executive Officer and
 Gary
Pokrassa, Chief Financial Officer
 701-07
Koehler Avenue
 Ronkonkoma,
New York 11779
 (Individually
and collectively, the "Borrower")
 
 Laidlaw,
      Adams & Peck, Inc.
              
              Industrias
      Lakeland S.A. de C.V.701-07
      Koehler Avenue
              
              701-07
      Koehler AvenueRonkonkoma,
      New York 11779
              
              Ronkonkoma,
      New York 11779and
              
              andLakeland
      de Mexico S.A. de C.V.
              
              Lakeland
      Protective Real Estate, Inc.701-07
      Koehler Avenue
              
              701-07
      Koehler AvenueRonkonkoma,
      New York 11779
              
              Ronkonkoma,
      New York 11779and
              
              andLakeland
      Industries Europe Limited
              
              Lakeland
      Industries, Inc., Agencia en Chile701-07
      Koehler Avenue
              
              701-07
      Koehler AvenueRonkonkoma,
      New York 11779
              
              Ronkonkoma,
      New York 11779and
              
              andLakeland
      Protective Wear Inc.
              
              Lakeland
      Japan, Inc.701-07
      Koehler Avenue
              
              701-07
      Koehler AvenueRonkonkoma,
      New York 11779
              
              Ronkonkoma,
      New York 11779and
              
              andQing
      Dao Maytung Healthcare Co., Ltd.
              
              RFB
      Lakeland Industries Private Limited701-07
      Koehler Avenue
              
              701-07
      Koehler AvenueRonkonkoma,
      New York 11779
              
              Ronkonkoma,
      New York 11779and
              
              andWeifang
      Lakeland Safety Products Co., Ltd.
              
              Lakeland
      India Private Limited701-07
      Koehler Avenue
              
              701-07
      Koehler AvenueRonkonkoma,
      New York 11779
              
              Ronkonkoma,
      New York 11779and
              
              andWeifang
      Meiyang Protective Products Co., Ltd.
              
              Lakeland
      Gloves and Safety Apparel Private Limited701-07
      Koehler Avenue
              
              701-07
      Koehler AvenueRonkonkoma,
      New York 11779
              
              Ronkonkoma,
      New York 11779and
 
 (Individually
each an “Original Guarantor”)
 
 Lakeland
Do Brasil Empreendimentos E Participacoes Ltda.
 Avenida
Bernardino de Campos, no 98, sala 09, 14o andar
 CEP
04004-040, São Paulo, São Paulo
 Brazil
 and
 Qualytextil
S.A.
 Avenida
Bernardino de Campos, no 98, sala 09, 14o andar
 CEP
04004-040, São Paulo, São Paulo
 Brazil
 (Individually
each a “New Guarantor” and collectively with Original Guarantors, the
"Guarantors”)
  1
  Wachovia
Bank, National Association
 12 East 49th
Street, 43rd Floor
 New York,
New York 10017
 (Hereinafter
referred to as "Bank")
 
 
 THIS
AGREEMENT is entered into as of May 13, 2008 by and between Bank, Borrower,
Original Guarantors and New Guarantors.
 
 RECITALS
 
 Bank is
the holder of a certain Amended and Restated Promissory Note in the original
principal amount of up to $25,000,000.00, dated September 1, 2005 (the “First
Amended Note”), which First Amended Note evidences a certain loan from Bank to
Borrower in the original principal amount of up to $25,000,000.00 (the "Loan"),
and certain other loan documents executed in connection therewith;
 
 The First
Amended Note is made pursuant to and secured by the terms of a certain Loan
Agreement dated July 7, 2005 (as amended from time to time, the "Loan
Agreement"), which Loan Agreement was amended by a certain Modification to Note
and Loan Agreement and Reaffirmation of Guaranty (the “First Modification”)
dated September 1, 2005, and further amended by a certain Second Modification to
Note and Loan Agreement and Reaffirmation of Guaranty dated as
of  December 7, 2007 (the “Second Modification” and collectively
with this Agreement, the First Amended Note, the Second Amended Note as
hereafter defined, the First Modification, the Second Modification, the
Guarantees as hereafter defined, and all of the other documents which evidence
or secure such Loan, the "Loan Documents");
 
 Borrower
has requested that Bank increase the amount of the Loan to be in the amount of
up to $30,000,000.00, and make certain modifications to the terms of the Loan
Agreement, and Bank has agreed to such requested increase and
modifications;
 
 In
consideration of such agreement to increase the amount of the Loan and
modify the Loan Agreement, each Original Guarantor has agreed to reaffirm its
Unconditional Guaranty (collectively, the “Guarantees”), dated July 7, 2005 and
December 7, 2007;
 
 Borrower
and Original Guarantors have requested that New Guarantors become guarantors of
the Loan, and New Guarantors have agreed to become guarantors of the Loan as of
the date hereof, and have
 agreed to
execute and deliver to Bank their Unconditional Guarantees dated as of the date
hereof (collectively with the Unconditional Guaranty of the Original Guarantors,
individually a “Guaranty” and collectively, the “Guarantees”), on the same terms
and conditions as the Original Guarantors, and to secure such Unconditional
Guarantees by a grant of a first priority security interest in all of their
respective assets, and Bank has consented to such New Guarantors;
 
 In
consideration of Bank's agreement to modify the Loan and the other agreements
contained herein, the parties agree as follows:
 
 AGREEMENT
 
 ACKNOWLEDGMENT OF
BALANCE.  Borrower and Guarantor acknowledge that the most
recent Commercial Loan Invoice sent to Borrower with respect to the Obligations
under the First Amended Note is correct.
 
 MODIFICATIONS.
  2
  1.TheFirst
AmendedNote
is hereby amended and restated pursuant to the terms and conditions of that
certain $30,000,000.00 Second Amended and Restated Promissory Note attached
hereto and made part hereof asExhibit
A(the
“Second Amended Note”, and collectively with theFirst AmendedNote, hereafter referred
to as the “Note”).  As more particularly set forth in the Second
Amended Note,the parties hereto agree that the Obligations previously
evidenced by the First AmendedNote
remain outstanding, but such Obligations shall henceforth be evidenced by the
Second Amended Note, and the terms and conditions concerning Borrower's
obligation to repay said Obligations shall be governed by the provisions of the
Second Amended Note.  Neither the execution, delivery and acceptance
of the Second Amended Note nor any of the terms and provisions set forth therein
shall be deemed or construed to effect a novation or to cause all or any part of
the Obligations, or the liability of any person with respect thereto or any
security therefor, to be, or to be deemed to have been, paid, satisfied or
discharged.
 
 2.  The Loan
Agreement and all other Loan Documents are hereby modified so that any reference
therein to the Note
shall be deemed to refer to the Second Amended Note attached
hereto.
 
 3. The Loan Agreement is
hereby modified as follows:
 
 (a)  The
Subsection of the Loan Agreement entitled “Retire or Repurchase Capital Stock”
set forth in the Section of the Loan Agreement entitled “Negative
Covenants” is hereby deleted in its entirety, and the following is
substituted therefor:  “Retire or Repurchase Capital
Stock.  Retire or otherwise acquire any of its capital stock in excess
of $5,000,000.00 or pay annual cash dividends in excess of $5,000,000.00
annually.”
 
 (b) The
third sentence of the Financial Covenant entitled “Funded Debt to EBITDA Ratio”
set forth in the Loan Agreement is hereby deleted in its entirety, and the
following is substituted therefor:
 
 "Funded
Debt to EBITDA Ratio" shall mean the sum of all Funded Debt divided by
EBITDA.  “EBITDA” shall mean the sum of Borrower’s earnings before
interest, taxes, depreciation and amortization, provided that commencing with
the date hereof, EBITDA shall also include (to the extent not otherwise included
in Borrower’s financial results), on an Annualized Basis, as hereafter defined,
earnings before interest, taxes, depreciation and amortization of the New
Guarantors, Lakeland Do Brasil Empreendimentos E Participacoes Ltda. and
Qualytextil S.A.  As used herein, Annualized Basis shall mean: (i) for
the fiscal quarter ending July 31, 2008, EBITDA of each of the New Guarantors
from May 2, 2008 until July 31, 2008 multiplied by four (4); (ii) for the fiscal
quarter ending October 31, 2008, EBITDA of each of the New Guarantors from May
2, 2008 until October 31, 2008 multiplied by two (2); and (iii) for the fiscal
quarter ending January 31, 2009, EBITDA of each of the New Guarantors from May
2, 2008 until January 31, 2009 multiplied by one and one third
(1.333).  For the fiscal quarters ending April 30, 2009 and
thereafter, EBITDA of each of the New Guarantors shall not be adjusted by any
multiple.
 
 (c) The
third sentence of the Financial Covenant entitled “Fixed Charge Coverage Ratio”
set forth in the Loan Agreement is hereby deleted in its entirety, and the
following is substituted therefor:
 
 "Fixed
Charge Coverage Ratio" shall mean the sum of EBITDA plus other non-cash expenses
minus dividends, cash taxes paid, unfunded capital expenditures (i.e., capital
expenditures not funded with bank debt or other forms of equipment financing)
and non-cash income divided by the sum of current maturities of long-term debt
plus current maturities of capital lease obligations plus interest
expense. “EBITDA” shall mean the sum of Borrower’s earnings before
interest, taxes, depreciation and amortization, provided that commencing with
the date hereof, EBITDA shall also include (to the extent not otherwise included
in Borrower’s financial results), on an Annualized Basis, as hereafter defined,
earnings before interest, taxes, depreciation and amortization of the New
Guarantors, Lakeland Do Brasil Empreendimentos E Participacoes Ltda. and
Qualytextil S.A. As used herein, Annualized Basis shall mean: (i) for the fiscal
quarter ending July 31, 2008, EBITDA of each of the New Guarantors from May 2,
2008 until July 31, 2008 multiplied by four
  3
  (4); (ii)
for the fiscal quarter ending October 31, 2008, EBITDA of each of the New
Guarantors from May 2, 2008 until October 31, 2008 multiplied by two (2); and
(iii) for the fiscal quarter ending January 31, 2009, EBITDA of each of the New
Guarantors from May 2, 2008 until January 31, 2009 multiplied by one and one
third (1.333).  For the fiscal quarters ending April 30, 2009 and
thereafter, EBITDA of each of the New Guarantors shall not be adjusted by any
multiple.
 
 (d) (i)
The definition of “Total Borrower Accounts” set forth in the Financial Covenant
entitled “Collateral Coverage Ratio” set forth in the Loan Agreement is hereby
deleted in its entirety, and the following is substituted therefor:
 
 “Total
Borrower Accounts” shall mean all Accounts owing to Borrower, less intercompany
accounts receivables, for the tested period.  "Accounts" has the
meaning set forth in the Uniform Commercial Code (or any successor statute) as
presently and hereafter enacted under the law of the State of New York (the
“Code”), but shall not include Accounts owing to any subsidiary or affiliate of
Borrower, or any other party other than Borrower, PROVIDED, HOWEVER that
“Accounts” shall include Accounts of the New Guarantors, Lakeland Do Brasil
Empreendimentos E Participacoes Ltda. and Qualytextil S.A., BUT ONLY to the
extent Bank has a first priority perfected security interest in such
Accounts.
 
 (ii)  The
definition of “Total Borrower Inventory” set forth in the Financial Covenant
entitled “Collateral Coverage Ratio” set forth in the Loan Agreement is hereby
deleted in its entirety, and the following is substituted therefor:
 
 “Total
Borrower Inventory” shall mean all Inventory owned by Borrower and located
within or in transit to the United States of America for the tested
period.  "Inventory" has the
meaning set forth in the Code, but shall not include: (a) Inventory owned by any
subsidiary or affiliate of Borrower, or any other party other than Borrower; and
(b) Inventory that is not located at a location identified and certified by
Borrower on the Borrower Information Certificate as being within the United
States of America, PROVIDED, HOWEVER that “Inventory” shall include Inventory of
the New Guarantors, Lakeland Do Brasil Empreendimentos E Participacoes Ltda. and
Qualytextil S.A., even thought not located within the United States of America,
BUT ONLY to the extent Bank has a first priority perfected security interest in
such Inventory.
 
 (e) The
subsection of the Loan Agreement entitled “Permitted Acquisitions”, set forth in
the Section of the Loan Agreement entitled “Additional Covenants”, is hereby
modified solely to the extent necessary to permit the acquisition of the shares
of Qualytextil S.A. by Lakeland Do Brasil Empreendimentos E Participacoes Ltda.,
including any dollar limitations set forth in such subsection.  Such
modification shall not be construed as Bank’s consent to any other acquisitions
by Borrower or any subsidiary or affiliate of Borrower which would not otherwise
be in full compliance with the terms and conditions of such subsection as
originally written.
 
 Except as
modified hereby, all terms and conditions of the Loan Agreement, including
without limitation all financial covenants, shall remain unmodified and in full
force and effect.
 
 4.  Borrower and
Original Guarantors hereby consent to the execution and delivery to Bank of the
Unconditional Guarantees by New Guarantors, and agree that such execution and
delivery shall not constitute a waiver, release or termination of any of the
obligations of Borrower or Original Guarantors to Bank, or a relinquishment of
any of the rights or remedies of Bank against Borrower or Original
Guarantors.  Borrower and Original Guarantors hereby further
acknowledge and agree that Mifflin is no longer in existence as of the date
hereof, and agree that Mifflin’s merger into Borrower shall not constitute a
waiver, release or termination of any of the obligations of Borrower or Original
Guarantors to Bank, or a relinquishment of any of the rights or remedies of Bank
against Borrower or Original Guarantors.
  4
  5.  Any reference in
any Loan Document to the “Guarantors” of the Obligations shall be deemed to
refer to both Original Guarantors and New Guarantors.
 
 6.  Except as
modified herein, all other terms, covenants and conditions set forth in any Loan
Document shall remain unmodified and in full force and effect.
 
 ACKNOWLEDGMENTS AND REPRESENTATIONS.Borrower and each
Guarantor acknowledge and represent that the Second Amended Note, the Loan
Agreement, the Guaranty, and all other Loan Documents, as amended hereby, are in
full force and effect without any defense, counterclaim, right or claim of
set-off; that, after giving effect to this Agreement, no default or event that
with the passage of time or giving of notice would constitute a default under
the Loan Documents has occurred; that all representations and warranties
contained in the Loan Documents are true and correct as of this date; that all
necessary action to authorize the execution and delivery of this Agreement has
been taken; and that this Agreement is a modification of an existing obligation
and is not a novation.
 
 REAFFIRMATION OF
GUARANTY.    Each Guarantor hereby acknowledges that
it has and shall receive direct financial benefit from the Loan and from the
modifications set forth herein, and hereby waives any defense it may have to its
guaranty of the Guaranteed Obligations, as defined in the Guarantees, based upon
a lack of or failure of consideration.  Each Guarantor hereby consents
to the modifications contained herein and hereby ratifies and confirms: (a) that
it unconditionally guarantees to Bank the payment and performance from and by
Borrower of the Guaranteed Obligations, as defined in the Guarantees, upon the
terms and conditions set forth therein, (b) such Guaranteed Obligations include,
without limitation, the Second Amended Note and Loan Agreement as modified
hereby, and (c) that their Guarantees shall not be impaired or their liability
thereunder reduced as a result of additional guarantors executing guarantees of
the Guaranteed Obligations subsequent to the date of their
Guarantees.  Each Guarantor acknowledges that their reaffirmation and
ratification of their Guarantees is a material inducement for Bank to enter into
this Agreement and that Bank would not do so without said reaffirmation and
ratification.  This Agreement and the Guarantees are each Guarantor’s
valid and binding obligation enforceable against each of them in accordance with
their terms.
 
 COLLATERAL. Borrower and
each Guarantor acknowledge and confirm that there have been no changes in the
ownership of any collateral pledged to secure the Obligations or the Guaranteed
Obligations, as defined in the Guaranty (collectively the "Collateral") since
the Collateral was originally pledged, and that Borrower has legal title to all
Collateral and no Guarantor has legal title to any Collateral; Borrower and each
Guarantor acknowledge and confirm that the Bank has existing, valid first
priority security interests and liens in the Collateral; and that such security
interests and liens shall secure Borrowers’ Obligations to Bank, including any
modification of the Note or Loan Agreement made hereunder, and all future
modifications, extensions, renewals and/or replacements of any of the Loan
Documents.
 
 MISCELLANEOUS.  This
Agreement shall be construed in accordance with and governed by the laws of the
applicable state as originally provided in the Loan Documents, without reference
to that state's conflicts of law principles.  This Agreement and the
other Loan Documents constitute the sole agreement of the parties with respect
to the subject matter thereof and supersede all oral negotiations and prior
writings with respect to the subject matter thereof.  No amendment of
this Agreement, and no waiver of any one or more of the provisions hereof shall
be effective unless set forth in writing and signed by the parties
hereto.  The illegality, unenforceability or inconsistency of any
provision of this Agreement shall not in any way affect or impair the legality,
enforceability or consistency of the remaining provisions of this Agreement or
the other Loan Documents.  This Agreement and the other Loan Documents
are intended to be consistent.  However, in the event of any
inconsistencies among this Agreement and any of the Loan Documents, the terms of
this Agreement, and then such Loan Document, shall control.  This
Agreement may be executed in any number of counterparts and by the different
parties on separate counterparts.  Each such counterpart shall be
deemed an original, but all such counterparts shall together constitute
one
  5
  and the
same agreement.  Terms used in this Agreement which are capitalized
and not otherwise defined herein shall have the meanings ascribed to such terms
in the Loan Agreement.
 
 PATRIOT ACT
NOTICE.To help fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person who opens an
account.  For purposes of this section, account shall be understood to
include loan accounts.
 
 WAIVER OF JURY
TRIAL.  BORROWER AND EACH GUARANTOR HEREBY WAIVE TRIAL BY JURY
IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY RELATED
TO THE FINANCING TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART AND/OR THE
DEFENSE OR ENFORCEMENT OF ANY OF BANK'S RIGHTS OR REMEDIES.
 
 BORROWER
AND EACH GUARANTOR ACKNOWLEDGE THAT IT MAKES THE FOREGOING WAIVERS KNOWINGLY AND
VOLUNTARILY AFTER CONSULTATION WITH ITS ATTORNEY.
 
 PLACE OF EXECUTIONANDDELIVERY.  Borrower
and each Guarantor hereby certify that this Agreement and the Loan Documents
were executed in the State of New York and delivered to Bank in the State of New
York.
 
 IN WITNESS WHEREOF, Borrower,
Bank and each Guarantor have signed and sealed this Agreement the day and year
first above written.
 
 WITNESSES:
 Lakeland
      Industries, Inc.By:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerLaidlaw,
      Adams & Peck, Inc.By:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerLakeland
      de Mexico S.A. de C.V.By:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial Officer
  6
 
 Lakeland
      Industries Europe LimitedBy:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerLakeland
      Protective Wear Inc.By:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerQing
      Dao Maytung Healthcare Co., Ltd.By:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerWeifang
      Lakeland Safety Products Co., Ltd.By:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerWeifang
      Meiyang Protective Products Co., Ltd.By:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerIndustrias
      Lakeland S.A. de C.V.By:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerLakeland
      Protective Real Estate, Inc.By:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial Officer
  7
 
 Lakeland
      Industries, Inc., Agencia en ChileBy:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerLakeland
      Japan, Inc.By:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerRFB
      Lakeland Industries Private LimitedBy:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerLakeland
      India Private LimitedBy:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerLakeland
      Gloves and Safety Apparel Private LimitedBy:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerLakeland
      Do Brasil Empreendimentos E Participacoes Ltda.By:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Chief Financial OfficerQualytextil
      S.A.By:
              /s/GaryA.PokrassaGary A. Pokrassa,
      Director
  8
 
 Wachovia
      Bank, National AssociationBy:
              /s/RogerGrossmanRoger Grossman,
      Vice President
 
 State of
New York
 County of
New York
  Bank
Acknowledgment
  
 On the
____ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared _____________________, Vice President
of Wachovia Bank, National Association, personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
 
 In
witness whereof I hereunto set my hand.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
_____________________________
 
 
 State of
New York
 County of
New York
 
  Corporate
Acknowledgment
  
 On the
____ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Lakeland Industries, Inc., a Delaware corporation, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 My Commission Expires:
______________________________
  9
  State of
New York
 County of
New York
 
  Corporate
Acknowledgment
  
 On the
____ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Laidlaw, Adams & Peck, Inc., a Delaware corporation, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 My Commission Expires:
______________________________
 
 
 State of
New York
 County of
New York
 
  Corporate
Acknowledgment
  
 On the
____ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Lakeland de Mexico S.A. de C.V., a Mexican corporation, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
  10
  State of
New York
 County of
New York
  Corporate
Acknowledgment
  
 On the
____ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Lakeland Industries Europe Limited, a United Kingdom corporation,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
 
 
 State of
New York
 County of
New York
  Corporate
Acknowledgment
  
 On the
____ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Lakeland Protective Wear Inc., a Canadian corporation, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 My Commission Expires:
______________________________
  11
  State of
New York
 County of
New York
 
  Corporate
Acknowledgment
  
 On the
____ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Qing Dao Maytung Healthcare Co., Ltd., a Chinese corporation,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
 
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
 
 
 
 State of
New York
 County of
New York
 
  Corporate
Acknowledgment
  
 On the
____ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Weifang Lakeland Safety Products Co., Ltd., a Chinese corporation,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
  12
  State of
New York
 County of
New York
 
  Corporate
Acknowledgment
  
 On the
____ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Weifang Meiyang Protective Products Co., Ltd., a Chinese corporation,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
 
 
 State of
New York
 County of
New York
  Corporate
Acknowledgment
  
 On the
___ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Industrias Lakeland S.A. de C.V., a Mexican corporation, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
  13
  State of
New York
 County of
New York
 
  Corporate
Acknowledgment
  
 On the
___ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Lakeland Productive Real Estate, Inc., a Canadian corporation,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
 
 
 State of
New York
 County of
New York
 
  Corporate
Acknowledgment
  
 On the
___ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Lakeland Industries, Inc., Agencia en Chile, a Chilean corporation,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
  14
  State of
New York
 County of
New York
 
  Corporate
Acknowledgment
  
 On the
___ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Lakeland Japan, Inc., a Japanese corporation, personally known to me
or proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
 
 
 State of
New York
 County of
New York
 
  Corporate
Acknowledgment
  
 On the
___ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of RFB Lakeland Industries Private Limited, an Indian corporation,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
  15
  State of
New York
 County of
New York
 
 
  Corporate
Acknowledgment
  
 On the
___ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Lakeland India Private Limited, an Indian corporation, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
 
 
 State of
New York
 County of
New York
  Corporate
Acknowledgment
  
 On the
___ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Lakeland Gloves and Safety Apparel Private Limited, an Indian
corporation, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
  16
  State of
New York
 County of
New York
 
  Corporate
Acknowledgment for NEW GUARANTOR
  
 On the
___ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Chief Financial
Officer of Lakeland Do Brasil Empreendimentos E Participacoes Ltda., a Brazilian
corporation, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________
 
 
 State of
New York
 County of
New York
 
  Corporate
Acknowledgment for NEW GUARANTOR
  
 On the
___ day of April, in the year 2008, before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary A. Pokrassa, Director of
Qualytextil S.A., a Brazilian corporation, personally known to me or proved to
me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
 
 
 _______________________________________,
Notary Public
 Notary Seal
 ____________________________________________
 (Printed Name of Notary)
 
 My Commission Expires:
______________________________






17