April 16,
2009

      


      Mr. Greg
Willis

      977
Cherokee Ridge Drive

      Union
Grove, AL  35175

      


      Dear Mr.
Willis:

      


      The
purpose of this letter is to confirm your continuing employment with Lakeland
Industries, Inc. on the following terms and conditions:

      


      1.           THE
PARTIES

      


      This is
an Agreement between Greg Willis, residing at 977 Cherokee Ridge Drive, Union
Grove, AL  35175 (hereinafter referred to as “you”), and Lakeland
Industries, Inc., a Delaware corporation, with a principal place
of  business located at 701-7 Koehler Avenue, Ronkonkoma, NY
11779-7410 (hereinafter the “Company”).

      


      2.           TERM

      


      The term
of the Agreement shall be for a 1 year period, from May 1, 2009 through and
including April 30, 2010, and shall be renewable for one more year where Section
4, “Compensation” for the fiscal year ended 2011 shall be modified and
predicated on the fiscal year 2011 USA budget and projections.

      


      3.           CAPACITY

      


      You shall
be employed in the capacity of Executive Vice President of Lakeland Industries,
Inc. or such other position or positions as may be determined from time to time
by the Company.

      


      You agree
to devote your full time and attention and best efforts to the faithful and
diligent performance of your duties to the Company and shall serve and further
the best interests and enhance the reputation of the Company to the best of your
ability.

      


      4.           COMPENSATION

      


      As full
compensation for your services and in consideration of your covenants herein,
you shall receive following from the Company:

      
        	
                 
      

              	
                (a)

              	
                A
      base annual salary of $200,000.00 payable bi-weekly (the “Base Salary”);
      and

              


      

      
        	
                 
      

              	
                (b)

              	
                Participation,
      if and when eligible, in the Company’s Restricted Stock plan, profit
      sharing plan, medical or other benefit plans adopted by the Company during
      the term of this Agreement and/or the existing 401(k) plan
      and;

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                (c)

              	
                Such
      benefits as are provided from time to time by the Company to its officers
      and employees; provided however that your annual vacation shall be for a
      period of 4 weeks, with no more than 2 such weeks taken at any one time;
      and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                A
      commission structure shall be an override on net sales in the United
      States.

              


      

      


      
        
          
            	 
      	 
      	
                    Override on

                  
	 
      	 
      	
                    Monthly Sales

                  
	 	 	 
	
                    Disposable
      Tyvek

                  	 
      	
                    0.01%

                  
	
                    Disposable
      non Tyvek

                  	 
      	
                    0.50%

                  
	
                    Chemical
      DuPont

                  	 
      	
                    0.10%

                  
	
                    Chemical
      Lake Branded

                  	 
      	
                    1.25%

                  
	
                    Highland
      (all gloves)

                  	 
      	
                    0.60%

                  
	
                    Weifang

                  	 
      	
                    0.40% - **

                  
	
                    Qingdao

                  	 
      	
                    0.40% - **

                  
	
                    Woven
      / fire (Uniland)

                  	 
      	
                    0.70%

                  
	
                    Hi-Visability
      (Reflective)

                  	
                      

                  	
                    0.70%

                  


          

        

      

      


      ** Only
includes sales shipped directly into the USA to third party customers, excludes
intercompany sales.

      This
override shall be paid only on monthly sales.

      


      Such
commission structure pertains to the year beginning May 1, 2009 and ending 2010
and shall be changed for the years April 30, 2010 through 2011, as per Section
2.

      


      
        	
                 
      

              	
                (e)

              	
                Final
      payment for the override in (d) herein shall be determined concurrently
      with the determination of monthly sales by a Corporate
      Controller.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                An
      automobile allowance in the amount of $750 per month, subject to on-going
      review and discretion of the Company;
and

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Reimbursement
      for any dues and expenses incurred by you that are necessary and proper in
      the conduct of the Company’s business;
and

              


      

      


      
        	
                 
      

              	
                (h)

              	
                A
      bonus as set forth in Section 5 of this Agreement (the
      “Bonus”).

              


      

      


      5.           BONUS

      


      Commencing
in May, 2010, you will be awarded a bonus based on your written presentation and
execution upon a US sales strategy and plan for each of the product divisions –
Hi-visibility, gloves, fire/wovens, disposables, chemical suits and all new
Company products and the further achievement of specific sales dollar goals. For
this you will be awarded a bonus of up to $50,000 USD half in Lakeland stock and
half in cash based upon your timely and effective introduction of existing and
new products to the entire in-house and outside Independent Rep. sales forces. A
separate responsibility sheet will be drawn up in concert with Lakeland
Management similar to our current responsibility sheet on product introductions
but with greater detail on achieving specific goals by product line in the USA
markets.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      6.           NON-COMPETITION/SOLICITATION/CONFIDENTIALITY

      


      During
your employment with the Company and for six months thereafter, you shall not,
either directly or indirectly, as an agent, employee, partner, stockholder,
director, investor or otherwise, engage in any business in competition with the
business activities of the Company within the Company’s market
area(s).  You shall also abide by the Code of Ethics Agreement and
other Corporate Governance Rules.  You shall disclose prior to the
execution of this Agreement (or later on as the case may be) all business
relationships you presently have or contemplate entering into or enter into in
the future that might affect your responsibilities or loyalties to the
Company.

      


      During
the term of your employment and for four years thereafter, you shall not,
directly or indirectly, hire, offer to hire or otherwise solicit the employment
of any employee of the Company on behalf of yourself or any other business or
entity that competes with the business activities engaged in by the Company
within the Company’s market area(s).

      


      Except as
may be required to perform your duties on behalf of the Company, you agree that
during your employment and for a period of six months thereafter, you shall not,
directly or indirectly, solicit, service, or accept business from, on your own
behalf or on behalf of any other business or entity, any customers or potential
customers of the Company with whom you had contact during your employment or
about whom you acquired confidential information during your
employment.

      


      Except as
required in your duties to the Company, you shall not at any time during or
after your employment, directly or indirectly, use or disclose any confidential
or proprietary information relating to the Company, its products, its
inventions, its trade secrets, supplier, or supplier relationships, costs,
pricing, intellectual property, manufacturing techniques or any other similar
information or its business or customers which is disclosed to you or known by
you as a consequence of or through your employment by the Company and which is
not otherwise generally obtainable by the public at large.

      


      In the
event that any of the provisions in this paragraph 6 shall ever be adjudicated
to exceed limitations permitted by applicable law, you agree that such
provisions shall be modified and enforced to the maximum extent permitted under
applicable law.

      


      7.           TERMINATION

      


      You or
the Company may terminate your employment prior to the end of the Term upon
written notice to the other party in accordance with the following
provisions:


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                Death.  Your
      employment shall terminate on the date of your death.  Your Base
      Salary (as in effect on the date of death) shall continue through the last
      day of the month in which your death occurs.  Payment of your
      Base Salary shall be made to your estate or your beneficiary as designated
      in writing to the Company.  Your estate or designated
      beneficiaries as applicable shall also receive a pro-rata portion of the
      Annual Bonus, if any, determined for the fiscal year up to and including
      the date of death which shall be determined in good faith by the
      Compensation Committee of the Board of Directors.  Your
      beneficiaries shall also be entitled to all other benefits generally paid
      by the Company on an employee’s
death.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Disability.  Your
      employment shall terminate if you become totally disabled.  You
      shall be deemed to be totally disabled if you are unable, for any reason,
      to perform any of your duties to the Company, with or without a reasonable
      accommodation, for a period of 90 consecutive days or for periods
      aggregating 120 days in any period of 180 consecutive
  days.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Cause.  The
      Company may terminate your employment for “Cause”, which shall mean
      termination based upon: (i) your failure to substantially perform your
      duties with the Company, after a written demand for such performance is
      delivered to you by the Company, which identifies the manner in which you
      have not performed your duties, (ii) your commission of an act of fraud,
      theft, misappropriation, dishonesty or embezzlement, (iii) your conviction
      for a felony or pleading nolo contendere to a
      felony, (iv) your failure to follow a lawful directive of management, or
      (v) your material breach of any provision of this Agreement.  In
      the event of a termination for Cause, the Company shall pay you, within
      thirty days of such termination, that portion of your Base Salary which is
      accrued but unpaid as of the date of such termination and any other
      benefits accrued prior to the date of termination under this
      Agreement.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Other
      Termination.  Should you decide to leave the Company, you
      will provide the Company with 45 days written notice.  Should
      the Company decide to terminate you for any reason other than as set forth
      above, it shall have the right to buy out your contract rights herein for
      6 months Base Salary and any commissions and bonus due you on the date of
      termination and what you would have been paid in commissions for 6 months
      after the date of termination calculated from the prior six months of
      commissions, all concomitant with your execution of the Company’s standard
      severance agreement and release.

              


      

      


      8.           NOTICES

      


      Any
notices required to be given under this Agreement shall, unless otherwise agreed
to by you and the Company, be in writing and by certified mail, return receipt
requested and mailed to the Company at its headquarters at 701 Koehler Avenue,
Suite 7, Ronkonkoma, NY  11779-7410 or to you at your home address at
977 Cherokee Ridge Drive , Union Grove, AL  35175.

      


      9.           ASSIGNMENT AND
SUCCESSORS

      


      The
rights and obligations of the Company under this Agreement shall inure to the
benefit of and shall be binding upon the successors of the
Company.  This Agreement may not be assigned by the Company unless the
assignee or successor (as the case may be) expressly assumes the Company’s
obligations hereunder in writing.  In the event of a successor to the
Company or the assignment of the Agreement, the term “Company” as used herein
shall include any such successor or assignee.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      10.           WAIVER OR
MODIFICATION

      


      No waiver
or modification in whole or in part of this Agreement or any term or condition
hereof shall be effective against any party unless in writing and duly signed by
the party sought to be bound.  Any waiver of any breach of any
provision hereof or right or power by any party on one occasion shall not be
construed as a waiver of or a bar to the exercise of such right or power on any
other occasion or as a waiver of any subsequent breach.

      


      11.           SEPARABILITY

      


      Any
provision of this Agreement which is unenforceable or invalid in any respect in
any jurisdiction shall be ineffective in such jurisdiction to the extent that it
is unenforceable or invalid without effecting the remaining provisions hereof,
which shall continue in full force and effect.  The unenforceability
or invalidity of any provision of the Agreement in one jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

      


      12.           GOVERNING LAW AND
ARBITRATION

      


      This
Agreement shall be interpreted and construed in accordance with the laws of the
State of New York without regard to its choice of law principles.  Any
dispute, controversy or claim of any kind arising under, in connection with, or
relating to this Agreement or your employment with the Company shall be resolved
exclusively by binding arbitration.  Such arbitration shall be
conducted in New York City in accordance with the rules of the American
Arbitration Association (“AAA”) then in effect.  The costs of the
arbitration (fees to the AAA and for the arbitrator(s)) shall be shared equally
by the parties, subject to apportionment or shifting in the arbitration
award.  In addition, the prevailing party in arbitration shall be
entitled to reimbursement by the other party for its reasonable attorney’s fees
incurred.  Judgment may be entered on the arbitration award in any
court of competent jurisdiction.

      


      13.           HEADINGS

      


      The
headings contained in this Agreement are for convenience only and shall not
effect, restrict or modify the interpretation of this Agreement.

      


      
        
          
            
              	 
      	 
      	LAKELAND
      INDUSTRIES, INC.
	 
      	 
      	Compensation
      Committee
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	
                      /s/ Duane
    Albro

                    
	 
      	 
      	 
      	
                      Duane
      Albro

                    
	 
      	 
      	 
      	 
      
	
                      AGREED
      AND ACCEPTED:

                    	 
      	
                      By:

                    	
                      /s/ John J.
      Collins

                    
	 
      	 
      	 
      	
                      John
      J. Collins

                    
	 
      	 
      	 
      	 
      
	
                      /s/ Greg
    Willis

                    	 
      	
                      By:

                    	
                      /s/ Stephen
      Bachelder

                    
	
                      Greg
      Willis

                    	 
      	 
      	
                      Stephen
      Bachelder

                    
	
                      Executive
      Vice President

                    	 
      	 
      	 
      


            

          

        

      


      
        
           


        

        
          5