Exhibit
10.14
 SHARE
PLEDGE AGREEMENT
 
 
 This
Share Pledge Agreement (the “Agreement”) is made
as of May 13,2008 and among:
 
 (a)           LAKELAND DO BRASIL EMPREENDIMENTOS E
PARTICIPAÇÕES LTDA., a limited company (sociedade empresária
limitada) duly organized and existing in accordance with the laws of
Brazil,  with its head office in the City of São Paulo, State of São
Paulo, at Av. Bernardino de Campos, 98, sala 09, 14o andar, CEP 04004-040,
enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF)
under no. 09.484.003/0001-12, herein duly represented in accordance with
its Articles of Association (together with its successors and permitted assigns,
“Grantor”);
 
 (b)           LAKELAND INDUSTRIES, INC., a
Delaware corporation, with its registered office at 701-07 Koehler Avenue,
Ronkonkoma, New York  11779, herein represented by its duly
authorized signatories (the “Borrower”);
 
 (c)           WACHOVIA BANK, National
Association, duly organized and existing in accordance with the laws of New
York, with its registered office at 12 East 49th Street, 43rd Floor,
New York, New York  10017, (the “Bank”), represented
in accordance with its corporate documents; and
 
 (d)           QUALYTEXTIL S/A, a corporation
(sociedade por ações),
duly organized and existing in accordance with the laws of Brazil, with its head
office in the City of Salvador, State of Bahia, at Rua Luxemburgo, s/n.o,
Loteamento Granjas Rurais, Presidente Vargas, Quadra O, Lotes 82 and 83, São
Caetano, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance
(CNPJ/MF) under no. 04.011.170/0001-22, herein represented in accordance with
its Charter Documents (together with its successors and permitted assigns,
“Qualytextil”);
 
 
 W I T N E S S E T H:
 
 WHEREAS,
pursuant to the Loan Agreement, dated July 7, 2005, as amended by the Third Modification Agreement and Reaffirmation of
Guarantee dated of even date hereof entered into by and between the
Borrower and the Bank (as amended, supplemented, restated or otherwise modified
and in effect from time to time the “Credit Agreement”), the Bank has agreed to
loan to Borrower a $ 30,000,000 revolving line of credit to be used for the
purchase by Grantor of the totality of shares of Qualytextil;
 
 WHEREAS,
after the execution of a Share Purchase Agreement by and among Borrower,
Qualytextil, its shareholders and Grantor, Grantor shall be the legal owner of
1,507,701 shares, being 1,492,624 shares of common stock and 15,077 shares of
Class A preferred stock, without par value, representing, in the aggregate, 100%
of the Capital Stock of the Qualytextil;
  1
  WHEREAS,
it is a condition precedent of the Credit Agreement that Borrower causes to be
created in favor of the Bank, a security interest over the totality of shares of
Qualytextil to secure Borrower’s obligations arising from the Credit
Agreement;
 
 WHEREAS
Qualytextil have agreed to pledge its totality of shares in all of its forms in
favor of the Bank;
 
 WHEREAS,
it is a condition precedent to the obligations of the Bank to grant the Loans
under the Credit Agreement that this Agreement shall have been executed and
delivered and shall be in full force and effect.
 
 
 NOW,
THEREFORE, in consideration of the foregoing premises and mutual covenants
contained herein, the parties hereto agree as follows:
 
 1.            
Defined
Terms.
 
 (a)           Capitalized
terms used and not otherwise defined in this Agreement are used herein with the
same meanings ascribed to such terms in the Credit Agreement. All terms defined
in this Agreement shall have the defined meanings contained herein when used in
any certificate or other document made or delivered pursuant hereto unless
otherwise defined therein.
 
 “Obligations" means
all debts, liabilities and obligations of any kind (monetary or otherwise,
whether absolute or contingent, matured or unmatured) of the Borrower now
existing or hereafter arising under or in connection with the Credit Agreement,
and the principal of and premium, if any, and interest (including interest
accruing during the pendency of bankruptcy or insolvency proceeding) on the
loans made to the Borrower thereunder.
 
 “Lien” means any
security interest, mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or otherwise), charge against or
interest in property, or other priority or preferential arrangement of any kind
or nature whatsoever, to secure payment of a debt or performance of an
obligation.
 
 "Person" means any
natural person, corporation, limited liability company, partnership, joint
venture, association, trust or unincorporated organization, governmental
authority or any other legal entity, whether acting in an individual, fiduciary
or other capacity.
 
 “Pledged Shares” shall
have the meaning ascribed to such term in Section 2(ii).
 
 “Secured Obligations”
shall have the meaning ascribed to such term in Section 2.
 
 "Secured Parties"
means the Bank and, in each case, its respective successors, transferees and
assigns.
 
 “Shares” shall have
the meaning ascribed to such term in Section 2(i).
  2
  2.        
    Pledge; Grant of Security
Interest.  In order to secure the full and prompt payment and
performance when due (whether at the stated maturity, by acceleration or
otherwise) of all the Obligations, which, for the purposes of Article 1,424 of
the Brazilian Civil Code, are described in Schedule A hereto
(and which Borrower hereby acknowledges and recognizes for all legal purposes),
and all of the obligations of Borrower owing to the Bank (collectively, the
“Secured
Obligations”), Grantor hereby pledges to the Secured Parties, pursuant to
the provisions of Articles 1,451 et seq. of the Brazilian Civil Code (Federal
Law no. 10,406/02) and Article 39 of Federal Law no. 6,404/76 (the Brazilian
Corporations Act, as amended), the following, whether now existing or hereafter
acquired:
 
 (i)      
     1,507,701 of the shares held by Grantor, as
indicated in Schedule
B hereto (as amended from time to time), representing on the date hereof
the percentage of 100% of the Capital Stock of the Qualytextil (the “Shares”);
 
 (ii)           all
additional shares in the Capital Stock of the Qualytextil which may from time to
time be subscribed, purchased or acquired by Grantor in any manner (including,
but not limited to, any additional shares acquired by consolidation, merger,
exchange of stock, stock split, or corporate reorganization or otherwise),
whether or not in addition to, in substitution of, as a conversion of or in
exchange for any shares of the Qualytextil held by Grantor, together with all
options, warrants or rights of any nature whatsoever that may be issued or
granted by the Qualytextil to Grantor in respect of its interest in the
Qualytextil while this Agreement is in effect (“Additional Shares”
and, together with the Shares , the “Pledged Shares”);
and
 
 (iii)           all
profits, income, cash, rights, distributions, interests on capital and all other
amounts received, receivable or otherwise distributed to it upon any collection,
exchange, sale or other disposition of any of the Pledged Shares, and any
property into which any of the Pledged Shares is converted (including any
deposits, securities or negotiable instruments).
  3.           
 Registration of
the Pledge of the Pledged Shares.
 
 (a)           Grantor
shall (i) establish a first priority security interest over the Pledged Shares
by registering this Agreement, within 20 (twenty) days of the execution date
hereof (or of any Amendment, as the case may be), and any amendment to this
Agreement within 20 (twenty) days of the execution date thereof, with the
relevant Registry of Titles and Deeds (Cartório de Registro de Títulos e
Documentos) in Brazil, pursuant toArticle 130 of Federal Law no.
6,015/73 (Public Registry Act, as amended), and (ii) promptly furnish to
the Bank evidence of such registration in form and substance reasonably
satisfactory to the Bank.All expenses incurred in connection with such
registrationsshall be borne by the
Borrower.
 
 (b)           If
any Pledged Shares are held in custody by a third party, immediately after the
execution of this Agreement, or any issuance, receipt or acquisition of any
Additional Shares, Grantor shall furnish to the Bank a statement of the custody
account with the
  3
  custodian
of the Pledged Shares evidencing the first priority pledge created hereunder in
form and substance reasonably satisfactory to the Bank.
 
 
 4.        
   Representations and
Warranties. Grantor represents and warrants to each Secured Party as of
the date hereof, as of the date of any Amendment and as of the date of any
Disbursement or any other date that the following representations and warranties
are required to be made or are deemed to be made pursuant to this Agreement, to
the Credit Agreement or any other financing document, that:
 
 (a)           the
Grantor and the Qualytextil are corporations duly organized and validly existing
and in good standing under the laws of Brazil, and they have all requisite
corporate power, authority and legal right under the laws of such jurisdiction
to enter into and perform their obligations under this Agreement;
 
 (b)           No
consent, approval, authorization or other order of any Person is required for
(i) the legality, validity, perfection or enforcement of the security interest
created hereby; (ii) the execution and delivery of this Agreement by the
Borrower, by the Grantor and the Qualytextil, or (iii) for the exercise by the
Secured Parties of the remedies in respect of the Pledged Shares pursuant to
this Agreement, except (x) consents, approvals, authorizations or other orders
that shall be obtained as set forth herein and (y) as may be required in
connection with the disposition of the Pledged Shares by laws affecting the
offering and sale of securities generally;
 
 (c)           the
security interest created hereby will, upon completion of the filings and
registrations required by Section 3 hereof,
constitute a legal, valid, perfected and enforceable first priority security
interest in the Pledged Shares, securing the payment of the Obligations,
enforceable in accordance with the terms hereof against Grantor and all
creditors of Grantor, in each case; provided, however, that any
security interest to be created hereby on any Pledged Share which has not been
issued to, or received or acquired by, Grantor on or before the date hereof
shall be deemed to have been created, perfected and to be in full force only (i)
after such Pledged Shares is issued to, or received or acquired by, Grantor, and
(ii) on the date when the lien of the Secured Parties thereon, has been
registered as provided in Section 3 hereof, or
as may be in the future required by applicable law;
 
 (d)           (i)
Schedule B
hereto completely and accurately sets forth the number of Shares of the
Qualytextil owned by Grantor, as well as the corresponding amount in Reais of
the capital stock of the Qualytextil and (ii) Except for three (3) shares,
being one (1) share to each Director nominated by Grantor, for
appointment to the Board of Directors of Qualytextil in order to comply
with the requirements of Article 146 of the Brazilian Corporations
Law, Grantor is the legal and record owner of, and has title to, its shares
of the capital stock of the Qualytextil (as such share (quota) is set forth on
Schedule B
hereto), free of any and all Liens except for the Lien created
hereunder.  The Pledged Shares have been duly authorized and validly
issued in compliance with applicable securities laws and are fully paid and
nonassessable. There are no outstanding warrants,
  4
  options,
subscriptions, reserved shares or other contractual arrangements for the
purchase of the Pledged Shares, and there are no outstanding arrangements,
preemptive rights, redemption rights or any other rights or claims of any
character relating to the issuance, purchase, repurchase, redemption, transfer,
voting or preemptive rights with respect to the Pledged Shares that restrict the
transfer of, require the issuance of, or otherwise relate to the Capital Stock
of the Borrower, in either case that would affect the pledge hereunder;
and
 
 (e)           Grantor
 has all the requisite power and authority to execute, deliver and perform
this Agreement and to pledge the Pledged Shares.
 
 
 5.            Covenants. Borrower,
Grantor and the Qualytextil (as the case may be) covenant and agree
that:
 
 (a)           if
Grantor shall acquire (by purchase or otherwise) any Additional Shares at any
time after the date hereof, Borrower, Grantor and the Qualytextil shall promptly
(i) execute an amendment to this Agreement and deliver such amendment to the
Bank (each, after due execution by the Bank, an “Amendment”) in order
to extend the Lien created hereunder to such Additional Shares, and (ii) provide
the required filings and register the pledge of such Additional Shares in
accordance with the provisions of Section 3 hereof or
take such other actions as may otherwise be required by applicable law to extend
such Lien;
 
 (b)           Grantor
shall not (i) create, incur or permit to exist any Lien or option in favor of,
or any claim of any Person with respect to any of the Pledged Shares, or any
interest therein, except for the security interest created hereby, or (ii) sell,
assign, transfer, exchange, or otherwise dispose of the Pledged
Shares;
 
 (c)           Borrower,
Grantor and Qualytextil shall, upon request of the Bank, and as provided in the
Credit Agreement, enter into Amendments to this Agreement in form and substance
reasonably satisfactory to the Bank in order to include any other Person as a
Secured Party hereunder, and shall register
such Amendment in accordance with Section 3
hereof;
 
 (d)           Grantor
shall pay, before any fine, penalty, interest or cost attaches thereto, all
taxes, assessments and other charges or levies now or hereafter assessed or
levied against the Pledged Shares pledged by Grantor hereunder, and shall pay,
or cause to be paid, all claims which, if unpaid, would reasonably be expected
to become a Lien thereon, except for taxes, assessments and other charges,
levies or claims that are subject to a good faith contest;
 
 (e)           Grantor
and the Qualytextil shall, upon receipt of a notification of the Bank stating
that an Event of Default has occurred and is continuing, comply (notwithstanding
any notice or other communication to the contrary from any other Person) with
all reasonable written instructions received by it from the Bank in connection
with this Agreement;
  5
  (f) Grantor
shall, promptly upon request, provide the Bank all information and evidence it
may reasonably request concerning the Pledged Shares to enable the Secured
Parties (directly or through any of their respective successors or assigns) to
enforce the provisions of this Agreement;
  6
  (g) Grantor
shall not enter into, and shall make all reasonable efforts to prevent the
Qualytextil from entering into, any agreement that could reasonably be expected
to restrict or inhibit the Secured Parties’ rights or ability to sell or
otherwise dispose of the Pledged Shares or any part thereof after the occurrence
of an Event of Default.
  6.           
 Further
Assurance. Grantor shall execute such further documents and instruments
as may be required from time to time to enable the Secured Parties to protect
the rights created hereby in connection with the Pledged Shares or any part
thereof or the exercise by the Bank of any of the rights, powers, authorities
and discretions vested in it by this Agreement. In addition, Grantor will defend
the right, title and interest of the Secured Parties in and to the Pledged
Shares against the claims and demands of all Persons whomsoever.
  7.       
     Voting Rights after an Event
of Default. After the occurrence and during the continuation of an Event
of Default, Borrower shall not exercise any voting, consent and other rights in
respect of the Pledged Shares unless in accordance with the written instructions
of the Bank. Nothing contained in this Agreement shall be interpreted to require
Borrower to transfer voting, consent or subscription rights to the Secured
Parties.
  8.             Registration of
Votes. The Qualytextil shall not register or implement any vote of
Grantor that would violate or be inconsistent with any of the terms of this
Agreement, or which would adversely affect the effectiveness, validity or
priority of the security interests of the Secured Parties.
  9.            
Remedies.
 
 (a)           Without
prejudice to the foregoing provisions, upon (i) the occurrence and during the
continuation of an Event of Default and (ii) delivery of a notification to
Grantor and the Borrower (notwithstanding any notice or other communication to
the contrary from any other Person), the Bank (directly or through the Bank, or
any of their respective agents, successors or assigns) is hereby irrevocably
authorized and entitled to dispose of, collect, receive, appropriate and/or
realize upon the Pledged Shares (or any part thereof) and may forthwith sell,
assign, give an option or options to purchase or otherwise dispose of and
deliver the Pledged Shares or any part thereof at market price, and upon market
terms and conditions, subject to Brazilian applicable law, irrespective of any
prior or subsequent notice to Grantor or the Borrower, in accordance with the
provisions set forth in Articles 1,433 Item IV of the Brazilian Civil Code. Any
notice by the Bank that an Event of Default has occurred and is continuing or
has ceased or has been waived shall be conclusive as against Borrower, Grantor
and all other third parties (notwithstanding any notice or other communication
to the contrary from any other Person).
  7
  (b)           In
accordance with Articles 684 and 1,433 Item IV of the Brazilian Civil Code and
as a means to comply with the obligations set forth herein, Grantor hereby
irrevocably appoints the Bank as its attorney-in-fact, and for such purpose
Grantor has executed and delivered to the Bank on the date hereof a
power-of-attorney in form and substance satisfactory to the Bank. Grantor agrees
to deliver an equivalent power-of-attorney to any successor Bank and otherwise
as necessary to ensure that the Bank has powers to carry out the acts and rights
specified herein.
 
 
 10.           Application of
Proceeds. Any monies received by any of the Secured Parties through the
exercise of remedies pursuant to Section 9(a) hereof
shall be applied in accordance with the terms of the Credit Agreement. After
payment in full of the Secured Obligations, any such monies so received in
excess of the Obligations shall be returned promptly to Borrower.
  11.           Amendments, etc. with
Respect to the Secured Obligations. Grantor and the Borrower shall remain
obligated hereunder, and the Pledged Shares shall remain subject to the first
priority security interests granted hereby, at all times until termination of
this Agreement pursuant to Section 15, without
limitation and without any reservation of rights against Grantor and the
Borrower, and without notice to or further assent by Borrower or the Grantor,
notwithstanding:
 
 (a)           any
change in the time, manner, place, amount or currency of payment of the
Obligations under any Financing Document;
 
 (b)           any
action (or failure to take any action) by the Secured Parties under or in
respect of the Credit Agreement in the exercise of any remedy, power or
privilege contained therein or at law, equity or otherwise, or waiver of any
remedy, power, privilege or extension of the time for performance of any
obligation under the Credit Agreement; and
 
 (c)           the
sale, exchange, waiver, surrender or release of any guaranty, right to setoff or
other collateral security at any time held by the Bank in its name or for the
benefit of the Bank for the payment of the Obligations.
  12.           Dividends and Events of
Default. For the purposes of Article 1,457 of the Brazilian Civil Code,
so long as no Event of Default has occurred and is continuing all dividends
payable in respect of the Pledged Shares shall be paid to the
Grantor.
  13.           Certain Waivers by Grantor
and the Borrower. No Secured Party shall have any obligation to protect,
secure, perfect or insure any Lien at any time held as security for the Secured
Obligations or any property subject thereto except as required by applicable law
with respect to any Pledged Shares.
  8
  14.           Pursuit of Rights and
Remedies against Grantor and the Borrower. When pursuing its rights and
remedies hereunder against Grantor and the Borrower, Secured Parties (directly
or through the Bank, or any of their respective agents, successors or assigns)
may, but shall be under no obligation (except as required by applicable law) to,
pursue such rights and remedies as it may have against any third party or
against any collateral security for or guaranty of the Secured Obligations or
any right of offset with respect thereto, and any failure by the Secured Parties
(directly or through the Bank, or any of their respective agents, successors or
assigns) to pursue such other rights or remedies or to collect any payments from
such third party or to realize upon any such collateral security or guaranty or
to exercise any such right to setoff, or any release of such third party or of
any such collateral security or guaranty or right of offset, shall not relieve
Grantor or the Borrower of any liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a
matter of applicable law, of the Bank.
  15.           Termination and
Release. Upon payment in full of the Secured Obligations, this Agreement
shall be terminated and the first priority security interests created hereby
shall be released, at the Borrower’s expense.  No release of this
Agreement, or of the Lien created and evidenced hereby, shall be valid unless
executed by the Bank.  Upon Borrower’s request and at the Borrower’s
expense, the Bank shall promptly execute and deliver to Borrower all documents
reasonably necessary to evidence such termination and release in accordance with
this Section
15.
  16.           Cumulative Remedies.
The rights, powers and remedies of the Secured Parties under this Agreement are
cumulative and shall be in addition to all rights, powers and remedies available
to the Secured Parties pursuant to the Credit Agreement and at law, in equity or
by statute and may be exercised successively or concurrently without impairing
the rights of the Secured Parties hereunder.
  17.           Waivers and
Amendments. This Agreement and its provisions shall only be modified,
amended, supplemented or waived with the express written consent of Grantor,
Borrower and the Bank.
  18.           Severability. If any
provision of this Agreement shall be held to be invalid, illegal or
unenforceable under applicable law, such provision shall be ineffective only to
the extent of such invalidity, illegality or unenforceability, and shall not
affect any other provisions hereof or the validity, legality or enforceability
of such provision in any other jurisdiction. To the extent permitted by
applicable law, the parties shall in good faith negotiate and execute an
Amendment to this Agreement to replace any such severed provision with a new
provision that (a) reflects their original intent and (b) is valid and binding.
The first priority security interest created thereby shall, to the extent permitted by applicable law,
constitute a continuing first priority Lien on and perfected first priority
security interest in the Pledged Shares, in each case enforceable against
Grantor in accordance with its terms.
  9
  19.           Authority of the
Bank. The Borrower and Grantor acknowledge that any action taken by or
not taken by the Bank hereunder shall be conclusively presumed to have been
taken or not taken by the Bank as attorney-in-fact and representative of the
Bank with full and valid authority to so act or refrain from acting in
accordance with the Credit Agreement, and the Borrower and Grantor shall be
under no obligation and shall have no right to make any inquiry respecting such
authority.
 
 20.           No Impairment of Other
Security Interests. The security provided for in this Agreement shall be
in addition to and shall be independent of every other security that the Secured
Parties (collectively or individually) may at any time hold for any of the
Obligations.
 
 21.           Complete Agreement;
Successors and Assigns. This Agreement is intended by the parties as the
final expression of their agreement regarding the subject matter hereof and as a
complete and exclusive statement of the terms and conditions of such
agreement.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
 
 22.           Governing Law;
Jurisdiction. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of Brazil. The parties irrevocably
submit to the jurisdiction of the courts sitting in the City of São Paulo, State
of São Paulo, Brazil, any action or proceeding to resolve any dispute or
controversy related to or arising from this Agreement and the parties
irrevocably agree that all claims in respect of such action or proceeding may be
heard and determined in such courts, with the express waiver of the jurisdiction
of any other court, however privileged it may be.
 
 23.           No Duty on Bank’s
Part. The powers conferred on the Bank hereunder are solely to protect
the Secured Parties’ interests in the Pledged Shares and shall not impose any
duty upon the Bank to exercise any such powers. None of the Bank, its officers,
directors, employees or agents shall be responsibleto Borrower or to the Grantor for any act or
failure to act hereunder, except to the extent caused by their willful
misconduct or gross negligence.
 
 24.           Notices. All notices
and other communications provided for hereunder shall be provided in accordance
with the Credit Agreement.
 
 25.           Specific Performance.
For the purposes hereof, the Bank, as representative of the Bank, may seek the
specific performance of the Secured Obligations, as provided in the Brazilian
Civil Procedure Code.
 
 26.           Language. This
Agreement is being executed in English and a sworn translation of this Agreement
shall be provided by Grantor for purposes of registry, pursuant to Section 3hereof.
 
 
 [SIGNATURE
PAGE TO FOLLOW]
  10


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in
the presence of the undersigned witnesses.
 
 
 LAKELAND
DO BRASIL EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.
  
 By:
              /s/ Jose Tavares
      LucenaName:
              Jose
      Tavares LucenaTitle:
              Administrator
 
 LAKELAND
INDUSTRIES, INC.
   By:
              /s/ Gary A.
      Pokrassa
              By:Name:
              Gary
      A. Pokrassa
              Name:Title:
              CFO
              Title:WACHOVIA
      BANKBy:
              /s/ Roger
      Grossman
              By:Name:
              Roger
      Grossman
              Name:Title:
              Vice
      President
              Title:QUALYTEXTIL
      S/ABy:
              /s/ Miguel G.
      Bastos
              By:
              /s/
      Elder Marcos Vieira da ConceicaoName:
              Miguel
      G. Bastos
              Name:
              Elder
      Marcos Vieira da ConceicaoTitle:
              CFO
              Title:
              CEO
   WITNESSES:Name:
              
              Name:ID:
              
              ID:
  11
  SCHEDULE
A
 
 CONDITIONS
AND CHARACTERISTICS OF THE SECURED OBLIGATIONS
 
 
 1)  
TOTAL PRINCIPAL AMOUNT OF THE SECURED OBLIGATIONS
 
 A sum not
to exceed US$ 30,000,000.00 (thirty million United States dollars)
 
 2)  
INTEREST RATE OVER THE AMOUNT EFFECTIVELY DISBURSED:
 
 Based on
either LIBOR or LIBOR Market Index Rate, plus the Applicable Margin (equal to
the percentage set forth in the table based on Borrower’s Funded Debt to EBITDA
Ratio), more particularly described in the Second Amended and Restated
Promissory Note attached hereto as Schedule A.1
 
 3)  
MATURITY DATE OF INTEREST:
 
 Monthly
payments of interest only commencing June 2, 2008, final payment of all accrued
interest on July 7, 2010
 
 4)  
REPAYMENT OF THE PRINCIPAL AMOUNT:
 
 Final
payment of principal on July 7, 2010
 
 5)  
PENALTY IN AN EVENT OF DEFAULT:
 
 Interest
rate plus 3%.
  12
  SCHEDULE
A.1
 
 SECOND
AMENDED AND RESTATED PROMISSORY NOTE
  13
  SCHEDULE
B
 
 DESCRIPTION
OF PLEDGED SHARES
 
 
 Name
              Number
      of Shares
              %
      of Total Capital Stock (subject to
      rounding  adjustmentsLakeland
      do Brasil Empreendimentos e Participações Ltda.
              1,507,701
      shares, being 1,492,624 shares of common stock and 15,077 shares of Class
      A preferred stock, without par value
              100%


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