Exhibit
10.12
 UNCONDITIONAL
GUARANTY
 
 
 May 13,
2008
 
 Lakeland
Industries, Inc.
 Attn:
Christopher J. Ryan, Chief Executive Officer and
 Gary
Pokrassa, Chief Financial Officer
 701-07
Koehler Avenue
 Ronkonkoma,
New York  11779
 (Hereinafter
referred to as "Borrower")
 
 Qualytextil
S.A.
 Rua
Luxemburgo, s/n.o
 Loteamento
Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São
Caetano
 CEP
40607-520, Salvador, Bahia
 Brazil
 (Hereinafter
referred to as “Guarantor”)
 
 Wachovia
Bank, National Association
 12 East
49th Street, 43rd
Floor
 New York,
New York 10017
 (Hereinafter
referred to as "Bank")
 
 To induce
Bank to make, extend or renew loans, advances, credit, or other financial
accommodations to or for the benefit of Borrower, which are and will be to the
direct interest and advantage of the Guarantor, and in consideration of loans,
advances, credit, or other financial accommodations made, extended or renewed to
or for the benefit of Borrower, which are and will be to the direct interest and
advantage of the Guarantor, Guarantor hereby absolutely, irrevocably and
unconditionally guarantees to Bank and its successors, assigns and affiliates
the timely payment and performance of all liabilities and obligations of
Borrower to Bank and its affiliates under
the Loan Agreement, dated July 7, 2005, as amended by theThird Modification Agreement and Reaffirmation of
Guarantee, dated of even date hereof, among the Borrower, the Bank and others,and the Second Amended and Restated Promissory Note, dated of even date
hereof, attached hereto as Schedule A, as well
as, all obligations under any notes, loan agreements, security
agreements, letters of credit, instruments, accounts receivable, contracts,
drafts, leases, chattel paper, indemnities, acceptances, repurchase agreements,
overdrafts, and the Loan Documents, as defined below, and all obligations of
Borrower to Bank or any of its affiliates under any swap agreement (as defined
in 11 U.S.C. § 101, as in effect from time to time), however and whenever
incurred or evidenced, whether primary, secondary, direct, indirect, absolute,
contingent, due or to become due, now existing or hereafter contracted or
acquired, and all modifications, extensions and renewals thereof, (collectively,
the "Guaranteed Obligations").
 
 Guarantor
further covenants and agrees:
 
 GUARANTOR'S
LIABILITY.  This Guaranty is a continuing and unconditional
guaranty of payment and performance and not of collection. The parties to this
Guaranty are jointly and severally obligated together with all other parties
obligated for the Guaranteed Obligations. This Guaranty does not impose any
obligation on Bank to extend or continue to extend credit or otherwise deal with
Borrower at any subsequent time. Except to the extent the provisions of this
Guaranty give Bank additional rights, this Guaranty shall not be deemed to
supersede or replace any other guaranties given to Bank by Guarantor; and the
obligations guaranteed hereby shall be in addition to, and independent of, any agreement or transaction
between Borrower and Bank or any other person creating or reserving any lien,
encumbrance, or security for any obligation of Borrower or any other
obligations guaranteed by Guarantor pursuant to
  
  any other
agreement of guaranty given to Bank and other guaranties of the Guaranteed
Obligations and any such other guaranties of
Guarantor are cumulative and may be exercised singly or concurrently.
 
 BENEFIT TO GUARANTOR.Guarantor hereby represents that it will greatly benefit
from the granting of the Third Modification of the $ 30,000,000 RevolvingLine
of Credit to Lakeland Industries, Inc., dated as ofMay 13, 2008,
especially in view of the fact that the resulting funds shall be utilized for
the purchase of Guarantor ́s shares byLakelanddo Brasil
Empreendimentos e Participações Ltda.
 
 
 CONSENT TO
MODIFICATIONS. Guarantor consents
and agrees that Bankmay
from time to time, in its sole discretion, without affecting, impairing,
lessening or releasing the obligations of Guarantor
hereunder:  (a) extend or modify the time, manner, place or
terms of payment or performance and/or otherwise change or modify the credit
terms of the Guaranteed Obligations; (b) increase, renew, or enter into a
novation of the Guaranteed Obligations; (c) waive or consent to the departure
from terms of the Guaranteed Obligations; (d) permit any change in the business
or other dealings and relations of Borrower or any other guarantor with Bank;
(e) proceed against, exchange, release, realize upon, or otherwise deal with in
any manner any collateral that is or may be held by Bank in connection with the
Guaranteed Obligations or any liabilities or obligations of Guarantor; and (f)
proceed against, settle, release, or compromise with Borrower, any insurance
carrier, or any other person or entity liable as to any part of the Guaranteed
Obligations, and/or subordinate the payment of any part of the Guaranteed
Obligations to the payment of any other obligations, which may at any time be
due or owing to Bank; all in such manner and upon such terms as Bank may deem
appropriate, and without notice to or further consent from
Guarantor.  No invalidity, irregularity, discharge or unenforceability
of, or action or omission by Bank relating to any part of the Guaranteed
Obligations or any security therefor shall affect or impair this
Guaranty.
 
 WAIVERS AND
ACKNOWLEDGMENTS. To
the extent it may lawfully do so,Guarantor waives and releases the following
rights, demands, and defenses Guarantor may have with respect to Bank
(and, with respect to swap obligations, its affiliates) and collection of the
Guaranteed Obligations:  (a) promptness and diligence in collection of
any of the Guaranteed Obligations from Borrower or any other person liable
thereon, including, without limitation, any right
of reimbursement, recourse, subrogation, indemnity, exoneration, as well as any
rights or remedies relating to any collateral security which Bank now has or
hereafter may acquire; (b) any law or statute that requires that Bank
(and, with respect to swap obligations, its affiliates) make demand upon, assert
claims against, or collect from Borrower or other persons or entities, foreclose
any security interest, sell collateral, exhaust any remedies, or take any other
action against Borrower or other persons or entities prior to making demand
upon, collecting from or taking action against Guarantor with respect to the
Guaranteed Obligations, including any such rights Guarantor might otherwise have
had under any other applicable law; (c) any law or statute that requires that
Borrower or any other person be joined in, notified of or made part of any
action against Guarantor; (d) that Bank or its affiliates preserve, insure or
perfect any security interest in collateral or sell or dispose of collateral in
a particular manner or at a particular time, provided that Bank’s obligation to
dispose of Collateral in a commercially reasonable manner is not waived hereby;
(e) notice of extensions, modifications, renewals, or novations of the
Guaranteed Obligations, of any new transactions or other relationships between
Bank, Borrower and/or any guarantor, and of changes in the financial condition
of, ownership of, or business structure of Borrower or any other guarantor; (f)
presentment, protest, notice of dishonor, notice of default, demand for payment,
notice of intention to accelerate maturity, notice of acceleration of maturity,
notice of sale, and all other notices of any kind whatsoever to which Guarantor
may be entitled; (g) the right to assert against Bank or its affiliates any
defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may
have at any time against Borrower or any other party liable to Bank or its
affiliates; (h) all defenses relating to invalidity, insufficiency,
unenforceability, enforcement, release or impairment of Bank or its affiliates’
lien on any collateral, of the Loan Documents, or of any other guaranties held
by Bank; (i) any right to which Guarantor is or may become entitled to be
subrogated to Bank or its affiliates’ rights against Borrower or to seek
contribution, reimbursement, indemnification, payment or the like, or
participation in any claim, right or remedy of Bank or its
affiliates
  2
  against
Borrower or any security which Bank or its affiliates now has or hereafter
acquires, until such time as the Guaranteed Obligations have been fully
satisfied beyond the expiration of any applicable preference period; (j) any
claim or defense that acceleration of maturity of the Guaranteed Obligations is
stayed against Guarantor because of the stay of assertion or of acceleration of
claims against any other person or entity for any reason including the
bankruptcy or insolvency of that person or entity; and (k) the right to
marshalling of Borrower’s assets or the benefit of any exemption claimed by
Guarantor.  Guarantor acknowledges and represents that Guarantor has
relied upon Guarantor’s own due diligence in making an independent appraisal of
Borrower, Borrower's business affairs and financial condition, and any
collateral; Guarantor will continue to be responsible for making an independent
appraisal of such matters; and Guarantor has not relied upon Bank or its
affiliates for information regarding Borrower or any collateral.
 
 To the extent it may lawfully do so, Guarantor hereby
agrees to waive, and do hereby absolutely and irrevocably waive and relinquish
the benefit and advantage of, and do hereby covenant not to assert, any
appraisement, valuation, stay, extension, redemption, or similar laws, now or at
any time hereafter in force, which might delay, prevent, or otherwise impede the
performance or enforcement of this Guaranty, the Guaranteed Obligations, or any
other present or future agreement or instrument relating directly or indirectly
thereto.
 
 Guarantor warrants and agrees that the waivers set forth
in this Guaranty are made with full knowledge of their significance and
consequences, and that under the circumstances, the waivers are reasonable and
not contrary to public policy or law.  If any of said waivers are
determined to be contrary to any applicable law or public policy, such waivers
shall be effective to the maximum extent permitted by Law.  Should any
one or more provisions of this Guaranty be determined to be illegal or
unenforceable, all other provisions hereof shall nevertheless remain
effective.
 
 SPECIAL BRAZILIAN WAIVER.  Without prejudice to the provisions of
Section “Miscellaneous” hereof regarding applicable law, and in addition to the
waivers set forth in Section “Waivers, Acknowledgements”, the Guarantor, being
jointly and severally liable with Borrower, hereby waives any benefits arising
from articles 364, 827, 828, 829, 830, 834, 835, 837 and 839 of the Brazilian
Civil Code and article 595 of the Brazilian Civil Procedure Code, and
acknowledges the Bank's rights (or the rights of any assignee of Bank) to demand
payment by the Guarantor of its claims, regardless of prior execution of
Borrower's properties or claims of any existing contingent guarantee, as well as
acknowledging Bank's right (or the rights of any assignee of Bank) to grant a
moratorium to Borrower, should Bank (or any assignee) deem such moratorium
convenient in its sole discretion. Guarantor shall, however, remain fully liable
for its obligations hereunder.
 
 FINANCIAL
CONDITION.  Guarantor warrants, represents and covenants to
Bank and its affiliates that on and after the date hereof:  (a) the
fair saleable value of Guarantor's assets exceeds its liabilities, Guarantor is
meeting its current liabilities as they mature, and Guarantor is and shall
remain solvent; (b) all financial statements of Guarantor furnished to Bank are
correct and accurately reflect the financial condition of Guarantor as of the
respective dates thereof; (c) since the date of such financial statements, there
has not occurred a material adverse change in the financial condition of
Guarantor; (d) except for those listed in Schedule B hereto, there are not now
pending any court or administrative proceedings or undischarged judgments
against Guarantor, no federal or state tax liens have been filed or to the best
of Guarantor’s knowledge, threatened against Guarantor, and Guarantor is not in
default or claimed default under any agreement; and (e) at such reasonable times
as Bank requests, Guarantor will furnish Bank and its affiliates with such other
financial information as Bank and its affiliates may reasonably
request.
 
 INTEREST AND APPLICATION OF
PAYMENTS.  Regardless of any other provision of this Guaranty
or other Loan Documents, if for any reason the effective interest on any of the
Guaranteed Obligations should exceed the maximum lawful interest, the effective
interest shall be deemed reduced to and shall be such maximum lawful interest,
and any sums of interest which have been collected in excess of such maximum
lawful interest shall be applied as a credit against the unpaid principal
balance of the
  3
  Guaranteed
Obligations.  Monies received from any source by Bank or its
affiliates for application toward payment of the Guaranteed Obligations may be
applied to such Guaranteed Obligations in any manner or order deemed appropriate
by Bank and its affiliates.
 
 DEFAULT.  If any of
the following events occur, a default ("Default") under this Guaranty shall
exist:  (a) failure of timely payment or performance of the Guaranteed
Obligations or a default under any Loan Document; (b) a breach of any agreement
or representation contained or referred to in the Guaranty, or any of the Loan
Documents, or contained in any other contract or agreement of Guarantor with
Bank or its affiliates, whether now existing or hereafter arising; (c) the death
of, appointment of a guardian for, dissolution of, termination of existence of,
loss of good standing status by, appointment of a receiver for, assignment for
the benefit of creditors of, or the commencement of any insolvency or bankruptcy
proceeding by or against Guarantor or any general partner of or the holder(s) of
the majority ownership interests of Guarantor; and/or (d) Bank determines in
good faith, in its sole discretion, that the prospects for payment or
performance of the Guaranteed Obligations are impaired or a material adverse
change has occurred in the business or prospects of Borrower or Guarantor,
financial or otherwise.
 
 If a
Default occurs, and the Guarantor fails to cure such default to Bank’s
satisfaction within thirty (30) days of the receipt of written notice from Bank
demanding such default to be cured, the Guaranteed Obligations shall be due
immediately and payable without notice, other than Guaranteed Obligations under
any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to
time) with Bank or its affiliates, which shall be due in accordance with and
governed by the provisions of said swap agreements, and, Bank and its affiliates
may exercise any rights and remedies as provided in this Guaranty and other Loan
Documents, or as provided at law or equity.  Guarantor shall pay
interest on the Guaranteed Obligations from such Default at the highest rate of
interest charged on any of the Guaranteed Obligations.
 
 ATTORNEYS’ FEES AND OTHER COSTS OF
COLLECTION.  Guarantor shall pay all of Bank's and its
affiliates’ reasonable expenses incurred to enforce or collect any of the
Guaranteed Obligations, including, without limitation, reasonable arbitration,
paralegals', attorneys' and experts' fees and expenses, whether incurred without
the commencement of a suit, in any suit, arbitration, or administrative
proceeding, or in any appellate, or bankruptcy proceeding.
 
 SUBORDINATION OF OTHER
DEBTS.  Guarantor agrees:  (a) to subordinate the
obligations now or hereafter owed by Borrower to Guarantor ("Subordinated Debt")
to any and all obligations of Borrower to Bank or its affiliates now or
hereafter existing while this Guaranty is in effect, provided however that
Guarantor may receive regularly scheduled principal and interest payments on the
Subordinated Debt so long as (i) all sums due and payable by Borrower to Bank
and its affiliates have been paid in full on or prior to such date, and (ii) no
event or condition which constitutes or which with notice or the lapse or time
would constitute an event of default with respect to the Guaranteed Obligations
shall be continuing on or as of the payment date; (b) Guarantor will either
place a legend indicating such subordination on every note, ledger page or other
document evidencing any part of the Subordinated Debt or deliver such documents
to Bank; and (c) except as permitted by this paragraph, Guarantor will not
request or accept payment of or any security for any part of the Subordinated
Debt, and any proceeds of the Subordinated Debt paid to Guarantor, through error
or otherwise, shall immediately be forwarded to Bank by Guarantor, properly
endorsed to the order of Bank, to apply to the Guaranteed
Obligations.
 
 TERM AND TERMINATION.This Guaranty shall remain in full force and effect
until all of the Guaranteed Obligations have been discharged in
full.
 
 MISCELLANEOUS.  Assignment.  This
Guaranty and other Loan Documents shall inure to the benefit of and be binding
upon the parties and their respective heirs, legal representatives, successors
and assigns.  Bank's interests in and rights under this Guaranty and
other Loan Documents are freely assignable, in whole or in part, by
Bank.  Any assignment shall not release Guarantor from the Guaranteed
Obligationsuntil the obligations and liabilities
of Guarantor hereunder shall have been satisfied by full and
final
  4
  payment and performance. Guarantor agrees, at the
request of Bank, to confirm in writing to the assignee or transferee its consent
to any such assignment, transfer or other disposition by Bank and to provide to
such assignee or transferee such documentation as Bank may reasonably require in
connection therewith. Guarantor may not assign or transfer its rights or
obligations under this Guaranty.  Organization;
Powers.  Guarantor (i) is (a) an adult individual and is sui juris, or (b) a
corporation, general partnership, limited partnership, limited liability company
or other legal entity (as indicated below), duly organized, validly existing and
in good standing under the laws of its state of organization, and is authorized
to do business in each other jurisdiction wherein its ownership of property or
conduct of business legally requires such organization, (ii) has the power and
authority to own its properties and assets and to carry on its business as now
being conducted and as now contemplated; and (iii) has the power and authority
to execute, deliver and perform, and by all necessary action has authorized the
execution, delivery and performance of, all of its obligations under this
Guaranty and any other Loan Document to which it is a party.  Applicable Law; Conflict Between
Documents.  This Guaranty shall be governed by and interpreted
in accordance with federal law and, except as preempted by federal law, the laws
of the state named in Bank's address on the first page hereof without regard to
that state's conflict of laws principles.  If the terms of this
Guaranty should conflict with the terms of any commitment letter that survives
closing, the terms of this Guaranty shall control.  Guarantor's
Accounts.  Except as prohibited by law, Guarantor grants Bank
and its affiliates a security interest in all of Guarantor's deposit accounts
and investment properties maintained with Bank and its
affiliates.  Jurisdiction.  Guarantor
irrevocably agrees to non-exclusive personal jurisdiction in the state named in
Bank's address on the first page hereof. Guarantor hereby agrees to the jurisdiction of such
courts and agree that they will not invoke the doctrine of forum non conveniens
or other similar defenses. Guarantor does hereby irrevocably appointBorrower as its attorney-in-fact for the
purpose of receiving any notice required hereunder and service of process in any
action, suit, or proceeding in connection with this Guaranty and the Guaranteed
Obligations.  Severability.  If
any provision of this Guaranty or of the other Loan Documents shall be
prohibited or invalid under applicable law, such provision shall be ineffective
but only to the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this Guaranty or
other Loan Documents.  Payments.  All
payments shall be mailed to Commercial Loan Services, P. O. Box 740502, Atlanta,
GA 30374-0502. Notices.  Any
notices to Guarantor shall be sufficiently given if in writing and mailed or
delivered to Guarantor at Borrower’s
addressinformed above, and to Bank,
if in writing and mailed or delivered to Wachovia Bank, National Association,
Mail Code VA7628, P.O. Box 13327, Roanoke, VA  24040 or Wachovia Bank,
National Association, Mail Code VA7628, 10 South Jefferson Street, Roanoke,
VA  24011 or such other address as Bank may specify in writing from
time to time.  Notices to Bank must include the mail
code.  In the event that Borrower (as
process agent for Guarantor)changes address at any time prior to the
date the Guaranteed Obligations are paid in full, Guarantor agrees to promptly
give written notice of said change of address to Bank by registered or certified
mail, return receipt requested, all charges prepaid.  Plural;
Captions.  All references in the Loan Documents to borrower,
guarantor, person, document or other nouns of reference mean both the singular
and plural form, as the case may be, and the term "person" shall mean any
individual person or entity.  The captions contained in the Loan
Documents are inserted for convenience only and shall not affect the meaning or
interpretation of the Loan Documents.  Binding
Contract.  Guarantor by execution of and Bank by acceptance of
this Guaranty agree that each party is bound to all terms and provisions of this
Guaranty.  Amendments, Waivers and
Remedies.  No waivers, amendments or modifications of this
Guaranty and other Loan Documents shall be valid unless in writing and signed by
an officer of Bank.  No waiver by Bank or its affiliates of any
Default shall operate as a waiver of any other Default or the same Default on a
future occasion.  Neither the failure nor any delay on the part of
Bank or its affiliates in exercising any right, power, or privilege granted
pursuant to this Guaranty and other Loan Documents shall operate as a waiver
thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise or the exercise of any other right, power or
privilege.  All remedies available to Bank or its affiliates with
respect to this Guaranty and other Loan Documents and remedies available at law
or in equity shall be cumulative and may be pursued concurrently or
successively.  Partnerships.  If
Guarantor is a partnership, the obligations, liabilities and agreements on the
part of Guarantor shall remain in full force and effect and fully applicable
notwithstanding any changes in the individuals comprising the
partnership.  The term "Guarantor" includes any altered or successive
partnerships, and predecessor partnership(s) and the partners shall not be
released from any obligations or liabilities hereunder.  Loan Documents.  The
term "Loan
  5
  Documents"
refers to all documents executed in connection with or related to the Guaranteed
Obligations and may include, without limitation, commitment letters that survive
closing, loan agreements, other guaranty agreements, security agreements,
instruments, financing statements, mortgages, deeds of trust, deeds to secure
debt, letters of credit and any amendments or supplements (excluding swap
agreements as defined in 11 U.S.C. § 101, as in effect from time to
time).  Currency Indemnity.  All amounts to be paid hereunder shall be
paid in the lawful currency of theUnited
States of America("Dollars"), in
immediately available funds.  Guarantor acknowledges that the
specification of Dollars in the Guaranteed Obligations is of the essence and
that Dollars shall be the currency of account in any and all
events.  The obligations of Guarantor hereunder shall not be
discharged by an amount paid in another currency, whether pursuant to a judgment
or otherwise, to the extent that the amount so paid on prompt conversion to
Dollars and transfer toCommercial Loan
Services (as provided in “Payments” above)under normal banking procedures does not yield the amount of Dollars owing to
Bank.  If Bank receives an amount in respect of Guarantor’s liability
under this Guarantee or if such liability is converted into a claim, proof,
judgment or order in a currency other than Dollars, Guarantor will indemnify
Bank as an independent obligation against any loss arising out of or as a result
of such receipt or conversion.  If the amount received by Bank, when
converted into Dollars (at the market rate at which Bank is able on the relevant
date to purchase Dollars with that other currency) is less than the amount owed
in Dollars Guarantor will, forthwith on demand, pay to Bank an amount in Dollars
equal to the deficit.  In addition, Guarantor waives any right it may
have in any jurisdiction to pay any amount due or to become due hereunder in a
currency other than Dollars.LIMITATION ON LIABILITY; WAIVER OF
PUNITIVE DAMAGES.EACH OF THE PARTIES HERETO, INCLUDING BANK BY
ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION
PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT
OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY
OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED
HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE
LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2)
PUNITIVE OR EXEMPLARY DAMAGES.   EACH OF THE PARTIES HEREBY
EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY
HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING,
CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION,
JUDICIALLY OR OTHERWISE.  Final
Agreement.This Agreement and the other Loan Documents
represent the final agreement between the parties and may not be contradicted by
evidence of prior, contemporaneous or subsequent agreements of the
parties.  There are no unwritten agreements between the
parties.
 
 FINANCIAL AND OTHER
INFORMATION.  Guarantor shall deliver to Bank such information
as Bank may reasonably request from time to time, including without limitation,
financial statements and information pertaining to Guarantor's financial
condition.  Such information shall be true, complete, and
accurate.
 
 NEGATIVE COVENANTS. 
To the extent it may lawfully do so,Guarantor agrees that from the date hereof and until final payment in
full of the Guaranteed Obligations, unless Bank shall otherwise consent in
writing, Guarantor will not:   Change in Fiscal
Year.  Change its fiscal year.  Change of
Control.  Make or suffer a change of ownership that effectively
changes control of Guarantor from current ownership.  Encumbrances.  Create,
assume, or permit to exist any mortgage, security deed, deed of trust, pledge,
lien, charge or other encumbrance on any of its assets, whether now owned or
hereafter acquired, other than: (i) security interests required by the Loan
Documents; (ii) liens for taxes contested in good faith; or (iii) Permitted
Liens, as set forth in Schedule C attached hereto Guarantees.  Guarantee
or otherwise become responsible for obligations of any other person or persons,
except to obligations of Prestserv Serviços Ltda., an affiliate of the
Guarantor, other than the endorsement of checks and drafts for collection in the
ordinary course of business.  Investments.  Purchase
any stock, securities, or evidence of indebtedness of any other person or entity
except investments in direct or indirect obligations of the United States
Government, other highly liquid investments graded AAA or the equivalent within
the United States of America (and with exception for certain investments held in
China and Mexico), and certificates of deposit of United States commercial banks
having a tier 1 capital ratio of not less than 6% and then in an amount not
exceeding 10% of the issuing bank’s unimpaired capital and surplus, or
other
  6
  specific
investment options, to be determined. Default on Other Contracts or
Obligations.  Default on any material contract with or
obligation when due to a third party or default in the performance of any
obligation to a third party incurred for money borrowed.  Government
Intervention.  Permit the assertion or making of any seizure,
vesting or intervention by or under authority of any governmental entity, as a
result of which the management of Guarantor or any guarantor is displaced of its
authority in the conduct of its respective business or such business is
curtailed or materially impaired.  Judgment
Entered.  Permit the entry of any monetary judgment or the
assessment against, the filing of any tax lien against, or the issuance of any
writ of garnishment or attachment against any property of or debts due Borrower
in an amount in excess of $100,000.00 which is not discharged or execution is
not stayed within 45 days of entry.  Prepayment of Other
Debt.  Retire any long-term debt entered into prior to the date
of this Agreement at a date in advance of its legal obligation to do
so.  Retire or
Repurchase Capital Stock.  Retire or otherwise acquire any of
its capital stock in excess of $1,000,000.00 or pay annual cash dividends in
excess of $1,000,000.00 annually.
 
 TAX
RETURNS.  Guarantor shall deliver to Bank, within 30 days of
filing, complete copies of federal and state tax returns, as applicable,
together with all schedules thereto, each of which shall be signed and certified
by Guarantor to be true and complete copies of such returns.  In the
event an extension is filed, Guarantor shall deliver a copy of the extension
within 30 days of filing.
 
 WAIVER OF JURY
TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OFGUARANTORBY EXECUTION HEREOF AND
BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY, THE LOAN DOCUMENTS OR
ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THISGUARANTY, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY WITH RESPECT HERETO.  THIS PROVISION IS A MATERIAL
INDUCEMENT TO BANK TO ACCEPT THISGUARANTY. EACH OF THE PARTIES AGREES
THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO
ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY LOAN DOCUMENT OR
ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED
TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS
GUARANTY.
 
 [SIGNATURE PAGE TO
FOLLOW]
  7
 
 IN WITNESS WHEREOF, Guarantor,
on the day and year first written above, has caused this Unconditional Guaranty
to be duly executed by its duly authorized signatories.
 
 
 Qualytextil
S.A.
 
 By:
                /s/MiguelG.Bastos
                
                By:
                /s/
      ElderMarcos
      Vieira da ConceicaoName:
                Miguel G. Bastos
                
                Name:
                Elder
      Marcos Vieira da ConceicaoTitle:
                Administrator
                
                Title:
                Officer
 
 Witnesses:
 
 1.Name:ID:2.Name:ID:
  8
  SCHEDULE
A
 
 to
the UNCONDITIONAL GUARANTY AGREEMENT
 
 SECOND
AMENDED AND RESTATED PROMISSORY NOTE
  9
  SCHEDULE
B
 
 to
the UNCONDITIONAL GUARANTY AGREEMENT
 
 
 1)
Administrative procedure n. 12689.000553/2004-91
 Date:
25/05/2004
 Object:
seek authorization to a Trading company import goods on Qualytextil's
behalf
 
 2)
Administrative procedure n. 19647.005986/2004-79
 Date:
29/06/2004
 Object:
Rectify import/export documents
 
 3) Law
suit n. 1944969-5/2008
 13th
court of Salvador/BA
 Plaintiff:
Qualytextil S/A
 Defendant:
Datasoft Consultoria em Tecnologia da Informatica Ltda and Datasul
S.A.
 Object:
seek a court order to allow Qualytextil not pay its debts with defendants due to
defendants default in the agreement between parties
 Amount
related: R$150,000.00
 
 4) Tax
deficiency notice 108595.0002/07-4
 Date:
27/06/2007
 Object:
payment of ICMS (state VAT)
 Amount
related: R$ 1.163.865.84 + R$ 8,598.50
 
 5) Writ
of mandamus 2006.33.00.017223-0
 Date:
06/11/2006
 Object:
aims the exclusion of ICMS (state VAT) from PIS and COFINS assessable
basis
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  SCHEDULE
C
 
 to
the UNCONDITIONAL GUARANTY AGREEMENT
 
 PERMITTED
LIENS
 
 LIST
OF CURRENT ACCOUNTS OVERDRAFT
 
 
 1)
              Bank: Banco Bradesco
      S.A.
 Agreement N.
1.917.168
 Purpose: credit facility to
the cash flow of Qualytextil S.A. in the maximum amount of R$
100,000.00
 Guaranty: endorsement (aval)
 Guarantor: Miguel Antonio dos
Guimarães Bastos
 
 2)
              Bank: Banco Itaú
      S.A.
 Agreement N.: N/A
 Purpose: credit facility to
the cash flow of Qualytextil S.A. in the maximum amount of R$
700,000.00
 Guaranty: account receivables
of Qualytextil S.A. (not specified in the Agreement) and promissory
note.
 Guarantors: Miguel Antonio dos
Guimarães Bastos and Elder Marcos Vieira da Conceição.
 
 3)
              Bank: Banco do Nordeste
      do Brasil S.A.
 Agreement N.:
187.2007.2141.812
 Purpose: credit facility to
the cash flow of Qualytextil S.A. in the maximum amount of R$
700,000.00
 Guaranty: unconditional
guaranty (fiança)
 Guarantors (fiadores): Miguel Antonio dos
Guimarães Bastos, Elder Marcos Vieira da Conceição, Conceição Maria Passos de
Queiroz, Marcia Cristina Vieira da Conceição and Elton de Carvalho
Antunes.






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