Exhibit
10.2

    


    GARMENT
MANUFACTURER & SELLER LICENSE AGREEMENT

    


    BETWEEN

    


    E.
I. DUPONT DE NEMOURS AND COMPANY

    1007
MARKET STREET

    WILMINGTON,
DELAWARE 19898

    A
DELAWARE CORPORATION

    ("DUPONT")

    AND

    LAKELAND
INDUSTRIES INCORPORATED

    701-7
KOEHLER AVENUE

    RONKONKOMA,
NEW YORK 11779

    A
DELAWARE CORPORATION

    ("LICENSEE")

    


    WHEREAS,
DUPONT has gained expertise in the manufacture of fabrics and protective
garments for numerous industrial applications and wishes to respond to end user
needs for consistent high quality protective apparel;

    


    WHEREAS,
DUPONT has developed and adopted certain trademarks as shown in Attachment A
(hereinafter " Trademarks") which are reserved exclusively to designate high
quality protective garments meeting certain quality specifications;

    


    WHEREAS,
DUPONT has developed terms and conditions for licensing the use of Trademarks in
conjunction with selling garments and for establishing manufacturing and
distribution channels to promote these garments; and

    


    WHEREAS,
LICENSEE desires to become a manufacturer and seller for these garments, use
Trademarks on such garments having the quality and product specifications set
forth in this License, sell such garments in certain markets, and is willing to
comply with the terms set forth below,

    


    NOW,
THEREFORE, in consideration of the grant and mutual promises contained in this
Agreement, DUPONT and LICENSEE agree as follows:



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              I.

            	
              Purpose

            


    

    


    
      	
              1.

            	
              The
      Parties hereto recognize that DuPont manufactures and sells material in
      the form of nonwoven fabrics listed in Attachment B
      (“Fabric”).  Those nonwoven Fabrics have beneficial properties
      when properly applied in the manufacture of protective clothing used by
      industrial workers.

            


    

    


    
      	
              2.

            	
              The
      Parties hereto recognize that Licensee is an experienced manufacturer of
      industrial protective clothing, including Garments, made of
      Fabric.  DuPont does not manufacture the finished product for
      Licensee.

            


    

    


    
      	
              3.

            	
              The
      consumers of protective clothing have an interest in knowing the principal
      material used in making the protective clothing.  DuPont has an
      interest in protecting the good will associated with its Fabric and its
      Trademarks.  Further, DuPont and Licensee have a mutual interest
      in the fair, accurate and non-infringing use of the DuPont Trademarks
      associated with the Fabric.  Licensee wishes to convey the
      quality and kind of Fabric used to manufacture the Garments it sells by
      referencing the Trademarks.

            


    

    


    
      	
              4.

            	
              Fabric
      is being adapted by the Licensee for use in the manufacture of Garments
      because Licensee believes Fabric is a suitable material for such
      use.

            


    

    


    
      	
              5.

            	
              DuPont
      has received reasonable assurances from Licensee that Licensee will use
      the Fabric and the Garments responsibly and safely.  Further,
      Licensee represents and warrants it will make only accurate statements or
      representations concerning the characteristics and qualities of the Fabric
      and the Garments.

            


    

    


    
      	
              6.

            	
              This
      Agreement sets forth the basis under which Licensee will (i) manufacture
      Garments made of Fabrics and (ii) be permitted to use DuPont’s
      Trademarks.

            


    

    


    
      	
              II.

            	
              Grant

            


    

    


    
      	
              1.

            	
              DuPont
      grants Licensee a nonexclusive, nontransferable, non-assignable, license
      to use, display, promote and advertise Trademarks in the United States,
      Canada and Mexico ("Territory") in connection with making, selling and
      marketing high quality protective apparel for all industrial markets,
      excluding the hospital and cleanroom markets ("Markets"), manufactured
      from certain types of nonwoven Fabric as described in Attachment B
      provided such garments comply with all the technical and quality
      specifications of Attachment B
      ("Garments").  DuPont and Licensee may mutually agree in writing
      to add new markets to Markets as described above.   The
      Parites’ respective rights and obligations in any new
      market  are subject to all the terms and conditions of this
      License.

            


    

    


    DuPont
may license others to make and sell Garments for Markets in the Territory and to
use Trademarks in Territory.  In addition, DuPont may also make and
offer Garments for sale in the Territory.

    


    Attachment B
specifications may be revised or supplemented at any time at DuPont's discretion
upon written notice to Licensee and such revisions or supplements shall become a
part of this License; provided however that Garments made under prior Attachment B
specifications before such change notice shall be deemed to comply with this
Agreement.  Garments which bear Trademarks must meet all of the
Specifications set forth in Attachment
B.

    


    DuPont
may elect to add new Garments and/or Fabrics to the scope of this
license.



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              III.

            	
              Licensee
      Commitments

            


    

    


    
      	
              1.

            	
              Licensee
      accepts the grant of this License and agrees to use its best efforts in
      manufacturing, selling, and promoting Garments bearing Trademarks in
      Markets within the Territory.  Licensee also agrees not to sell
      and/or promote Garments bearing Trademarks outside the Markets or the
      Territory defined herein.

            


    

    


    
      	
              2.

            	
              Licensee
      will maintain a staff or will retain agents and consultants who are
      properly trained, experienced, sophisticated and knowledgeable in the
      properties, processing techniques and hazards of Fabric, its performance
      and suitability for use in the manufacture of
  Garments.

            


    

    


    
      	
              3.

            	
              Licensee
      agrees to bear responsibility for, and will perform or have performed, all
      tests necessary for Garments to provide reasonable assurance of the
      quality and safety of Garments made of
Fabrics.

            


    

    


    
      	
              4.

            	
              Licensee
      will provide its customers with the appropriate warnings necessary for the
      safe use of Garments made of the
Fabrics.

            


    

    


    
      	
              5.

            	
              Licensee
      will comply with all applicable laws and regulations concerning the
      development, design, manufacture, marketing, sales and warranty of
      Garments.  The responsibility to manufacture, promote and
      warrant Garments lies solely with
Licensee.

            


    

    


    
      	
              6.

            	
              Licensee
      agrees not to use Fabrics provided by DuPont hereunder except to make and
      sell Garments in the Markets within the
  Territory.

            


    

    


    
      	
              7.

            	
              Licensee
      understands that failure to use its best efforts to market and promote
      Garments shall be cause for immediate termination of this License under
      Section VII.  Licensee acknowledges that making or publishing
      inaccurate statements or advertisements, or otherwise taking actions that
      reflect adversely on Garments (or DuPont Tyvek® )
      and/or Fabric shall constitute a material breach of this License, giving
      DuPont the right to immediately terminate this
  License.

            


    

    


    
      	
              8.

            	
              Licensee
      agrees that Garments bearing the Trademarks will meet all Attachment B
      specifications.

            


    

    


    
      	
              9.

            	
              Licensee
      agrees to comply with the requirements of DuPont’s Advertising Cooperative
      Program for the Garments as set forth in Attachment
      D.

            


    

    


    
      	
              10.

            	
              Licensee
      agrees to actively promote the Trademarks and the
  Garments.

            


    

    


    
      	
              11.

            	
              Licensee
      agrees to use its best efforts to maintian ISO registration under Standard
      9002.

            


    

    


    
      	
              12.

            	
              Licensee
      agrees to maintain an adequate inventory of a full line (as defined in
      Attachment B)
      of all of the Garments and agrees to deliver under normal circumstances
      all orders promptly upon order
receipt.

            


    

    


    
      	
              13.

            	
              Licensee
      may employ third party contractors provided that Licensee shall assume
      full responsibility for assuring compliance of any third party contractor
      employed in making Garments made of Fabric with all the requirements of
      this License, including the provisions pertaining to the use and resale or
      transfer of the Fabric and the use of the name of DuPont and the DuPont
      Trademarks.

            


    

    


    
      	
              14.

            	
              To
      protect the quality of Garments made of Fabric and the Trademarks,
      Licensee shall submit to DuPont, without charge, samples of Garments as
      requested by DuPont.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              15.

            	
              Licensee
      acknowledges that it has received, and is familiar with, DuPont's current
      labeling and literature, including warnings, concerning
      Fabrics.  Licensee will forward such information, and such other
      labeling and material as is supplied to Licensee by DuPont from time to
      time, to its employees and to its customers who handle, process or
      otherwise come into contact with Fabrics or
  Garments.

            


    

    


    
      	
              IV.

            	
              DuPont
      Commitments

            


    

    


    
      	
              1.

            	
              DuPont
      will sell Fabrics to Licensee to meet Licensee's supply needs for Fabric
      under this Licensing Program, pursuant to the prices in effect for such
      Fabric styles at times of shipment and subject to DuPont's standard
      Conditions of Sale in effect at the time of shipment.  Current
      pricing and performance incentives pricing program for 2009 are as set
      forth in Attachment
      F.  A sample of DuPont's current Conditions of Sale is set forth
      in Attachment
      E.

            


    

    


    
      	
              2.

            	
              The
      Fabrics will meet DuPont product release specifications for the specific
      Fabric type(s) in effect at the time of shipment.  DUPONT MAKES
      NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
      WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY
      OTHER EXPRESS OR IMPLIED WARRANTY.  ALL SUCH WARRANTIES ARE
      HEREBY DISCLAIMED.

            


    

    


    
      	
              3.

            	
                   DuPont
      will also:

            


    

    
      	
               
      

            	
              -

            	
              offer
      educational training to Licensee’s sales force regarding
      Fabric;

            


    

    
      	
               
      

            	
              -

            	
              provide
      support programs to Licensee for existing products and to the extent that
      the scope of this License may be amended to cover new products, provide
      support programs for new products;
and,

            


    

    
      	
               
      

            	
              -

            	
              subject
      to the terms of Attachment D,
      partially fund advertising and promotional materials to a maximum amount
      of one percent (1.0%) of Licensee's payments to DuPont for purchases
      from DuPont during the prior calendar
year.

            


    

    


    
      	
              V.

            	
              Use
      of Trademarks

            


    

    


    
      	
              1.

            	
              Licensee
      shall indicate that Garments are made of the Fabric by applying the
      labels, mechanicals of which shall be provided free of charge by
      DuPont.  Sample labels are shown on Attachment C
      ("The Labels").  Inside labels may also include the name or
      trademark of Licensee.  The Trademarks may not be used in any
      garments or other products which do not meet Attachment B
      requirements.    Label production costs are
      reimbursable as indicated in Attachment
      D.  Licensee shall place labels on Garments in locations
      specified in Attachment
      B.  Licensee shall use the labels, both inside and outside, on
      all Garments.  Licensee also agrees to meet the packaging
      specifications for Garments set forth in Attachment
      B.

            


    

    


    
      	
              2.

            	
              Licensee
      acknowledges that Trademarks are the exclusive property of DuPont and
      Licensee shall not use any trademark, mark, name or symbol which may be
      confusingly similar to Trademarks, and shall not use Trademarks in any
      manner which could diminish their value to DuPont, affect the validity of
      their registration or affect DuPont's exclusive ownership
      thereof.  Licensee will use Trademarks in accordance with good
      trademark and business practice and Licensee shall comply with any
      trademark usage guidelines supplied from time to time by DuPont to
      Licensee.

            


    

    


    
      	
              3.

            	
              If,
      as a result of the use of Trademarks, Licensee or any of Licensee's
      customers should be charged with trademark infringement, upon notice to
      DuPont, DuPont will assume the defense and expense of any proceedings
      instituted pursuant to such a charge.  Licensee shall not
      institute proceedings for infringement of Trademarks in its own
      name.  Licensee agrees to assist DuPont at Licensee's cost when
      requested in such defense or other protection of Trademarks.  If
      Licensee sees any misuse of Trademarks, Licensee shall immediately notify
      DuPont and cooperate with DuPont in trying to correct such
      misuse.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Licensee
shall discontinue immediately any use, display, advertising or promotion of
Trademarks or any claim for Garments where Trademarks are used, that directly or
indirectly includes a false, exaggerated, nonrepresentative or misleading claim
or statement relating to or which reflects adversely on DuPont, Trademarks,
Fabric, Garments, Attachments B and C
specifications, or Garment performance.  DuPont, in its sole
discretion, may require Licensee to revise any such objectionable use, display,
advertising or promotion and Licensee shall promptly comply or be in material
breach of this Agreement under Section VII.

    


    
      	
              VI. 

            	
              Inspection
      and Testing of Garments

            


    

    


    
      	
              1.

            	
              Licensee
      shall establish and utilize quality control procedures to maintain
      continuous compliance with Attachments B
      and C.

            


    

    


    
      	
              2.

            	
              Licensee
      shall regularly inspect Garments to ascertain that they shall at all times
      meet Attachments B
      and C and meet or exceed the current ANSI sizing standard for limited-use
      garments

            


    

    


    
      	
              3.

            	
              Licensee
      understands that from time to time DuPont may also be inspecting and
      sampling Garments in the marketplace for compliance with Attachments B
      and C.

            


    

    


    
      	
              VII.

            	
              Term
      and Termination

            


    

    


    
      	
              1.

            	
              This
      Agreement shall be effective on the date Licensee executes this License
      (“Effective Date”) and, except as otherwise provided herein, shall
      continue in full force and effect until January 31, 2009 an may be renewed
      in six (6) month increments only on the written consent of both
      Parties  If Licensee enters bankruptcy proceedings (voluntarily
      or involuntarily), makes an assignment for benefit of its creditors or is
      otherwise insolvent, Licensee shall notify DuPont immediately and DuPont
      reserves the right to terminate this License effective upon written notice
      to Licensee.  This Agreement may be terminated by either Party
      at any time, with cause, upon sixty (60) days advance written notice of
      termination.

            


    

    


    2. DuPont
may terminate this License immediately by giving Licensee written notice in the
event of:

    


    A)  breach
by Licensee, unless Licensee shall cure such breach to DuPont’s satisfaction
within thirty (30) days of such written notice from DuPont, or

    B)  notice
from any source to DuPont of any allegation relating to the materials, the
Fabric, the Garment, that may raise a business risk of third party litigation
relating to the Garments, materials, or Fabric.

    C) if,
without DuPont’s prior, written approval, a majority of the capital stock or
shares or other controlling interest in Licensee should be sold or a contract
made for the sale thereof, or if ownership or control of Licensee’s business
shall otherwise change, or if Licensee shall acquire a majority interest in a
company competing with DuPont.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              3.

            	
              Upon
      termination or expiration of this Agreement, DuPont, in its sole
      discretion, may purchase any or all inventory, work in process of Garments
      and distributor returns and/or materials to make Garments at Licensee's
      cost of manufacture.  Saleable roll goods of DuPont Fabric will
      also be purchased by DuPont at Licensee’s purchase
      price.  Credit for such inventory is to be issued first against
      accounts receivable, notes, or other indebtedness to
      DuPont.  Any remaining balance will be remitted to
      Licensee.

            


    

    


    4. In the
event of any termination or expiration of this Agreement in accordance with its
terms, the Parties agree that:

    


    A) At its
cost, Licensee shall return  to DuPont within ten (10) days all the
technical manuals, signs and other material or property of DuPont that may have
been furnished to Licensee by DuPont or any of its subsidiaries, together with
all copies or reproductions or parts thereof;

    B)
Licensee shall immediately discontinue use of the Trademarks, including, without
limitation, all advertising and promotional materials within Licensee’s
possession or control; and

    C)
Licensee shall immediately comply with DuPont’s instructions relating to the
return or destruction of all advertising or promotional materials bearing the
Trademarks.

    D)  DuPont
shall have no liability of any kind or nature whatsoever (including without
limitation, indirect, consequential, special, incidental or punitive damages) to
Licensee for DuPont’s communications with past, present, or prospective
purchasers or users of Products when such communications pertain to the
termination or non-renewal of Licensee (including without limitation,
communications identifying any new Licensee).

    


    VIII.
Confidentiality

    


    
      	
              1.

            	
              It
      is anticipated that each Party will obtain information about the other
      Parties business and technology that the other Party considers to be
      confidential.  In order to promote the free exchange of
      information, each Party agrees to maintain the information that it
      receives from the other Party in confidence and not disclose it to any
      third party for a period of five (5) years from the date it is received,
      provided that such information is identified in writing, and declared
      confidential within twenty (20) days of the disclosure (written or
      oral).  This obligation of confidentiality, however, shall not
      apply to information which:

            


    

    


    
      	
               
      

            	
              (a)

            	
              is
      public knowledge at the time of its disclosure, or becomes public
      knowledge after the disclosure through no fault of the receiving
      Party;

            


    

    
      	
               
      

            	
              (b)

            	
              the
      receiving Party can show was in its possession after the time of the
      disclosure from a third party not under an obligation of confidentiality
      to the disclosing Party;

            


    

    
      	
               
      

            	
              (c)

            	
              the
      receiving Party can show was developed by, or for, the receiving Party
      independent of the disclosure by the disclosing
  Party;

            


    

    
      	
               
      

            	
              (d)

            	
              is
      necessarily disclosed to a third party pursuant to the commercial sale of
      Product by either Party; or,

            


    

    
      	
               
      

            	
              (e)

            	
              is
      required to be disclosed by law.

            


    

    


    
      	
              2.

            	
              This
      Agreement and its terms and conditions, including Attachment B, are
      confidential and shall not be disclosed to any third parties, unless
      required by law or authorized in writing by the
  Parties.

            


    

    


    
      	
              3.

            	
              The
      obligations set forth in this Section VIII. shall survive the expiration
      or termination of this Agreement.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              IX. 

            	
              Indemnity
      and Insurance

            


    

    


    
      	
              1.

            	
              DuPont
      agrees to release, defend, hold harmless and indemnify Licensee from any
      and all claims, liabilities, costs and expenses, including but not limited
      to reasonable attorney fees, that may arise from DuPont's failure to
      supply Fabric that conforms to DuPont’s Specifications for
      Fabric.

            


    

    


    
      	
              2.

            	
              Licensee
      agrees to release, defend, hold harmless and indemnify DuPont from any and
      all claims, liabilities, costs and expenses, including but not limited to
      reasonable attorney fees, that may arise from the Licensee’s acts or
      omissions relating to or arising from design, testing, manufacture, sale,
      use, display, advertising or promotion of Garments made of
      Fabric.

            


    

    


    
      	
              3.

            	
              Licensee
      agrees to obtain and maintain commercial general liability insurance
      (including contractual liability coverage) on an occurrence based policy
      form (Form CG 2010) in the minimum amount of $5,000,000 to cover
      Licensee's obligations under this Agreement including, but not limited to,
      the indemnity.  DuPont shall be named as an additional insured
      on such insurance.  Certificates of insurance in a form
      reasonably acceptable to DuPont evidencing the insurance coverage so
      required shall be sent to DuPont, at the address set forth below, prior to
      the Effective Date of this Agreement.   Failure to maintain
      such coverage,  to provide notice necessary to trigger or
      preserve the right to coverage under the policy or failure to provide
      DuPont with evidence of such coverage shall constitute good cause for the
      immediate termination of this Agreement by DuPont. Such certificates shall
      provide that the insurer will give DuPont not less than thirty (30) days
      advance notice of any change in or cancellation of
    coverage.

            


    

    


    
      	
              4.

            	
              In
      the event either, or both, of the Parties to this Agreement are engaged in
      litigation with a third party over the subject matter of this Agreement,
      the Parties hereto agree to fully cooperate with each other in the defense
      of such action and will seek the cooperation of any insurance company that
      may have an interest in the
litigation.

            


    

    


    
      	
              5.

            	
              The
      obligations set forth in this Section IX. shall survive the expiration or
      termination of this Agreement.

            


    

    


    
      	
              X.

            	
              General

            


    

    


    
      	
              1.

            	
              It
      is understood and agreed that DuPont has no right to provide any marketing
      instructions to Licensee, or to exercise any control over Licensee’s
      pricing or method of operation of its business.  Licensee is
      free to market Licensee’s Garments and to conduct Licensee’s business as
      Licensee sees fit.

            


    

    


    
      	
              2.

            	
              In
      the event of litigation, the Parties agree that the Courts of the State of
      Delaware shall have exclusive jurisdiction over any claim or action to be
      commenced by either Party against the other arising out of the
      performance, or relating to the subject of this
      Agreement.  Licensee hereby consents to personal jurisdiction in
      the Courts of Delaware for purposes of any interpretation, enforcement or
      legal action concerning this Agreement.  This Agreement shall be
      construed in accordance with the laws of the State of Delaware without
      giving effect to choice of law or conflict principles of any other
      jurisdiction.

            


    

    


    
      	
              3.

            	
              The
      Parties’ legal obligations under this Agreement are to be determined from
      the precise and literal language of this Agreement and not from the
      imposition of state laws attempting to impose additional duties that were
      not the express basis of the bargain at the time this Agreement was
      made.

            


    

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              4.

            	
              The
      Parties are sophisticated businesses with legal counsel to review the
      terms of this Agreement and the Parties represent that they have fully
      read this Agreement, understand its unambiguous terms and intend to be
      legally bound hereby.

            


    

    


    
      	
              5.

            	
              Licensee
      acknowledges that Attachments B,
      D, and F are confidential DuPont information.  In the course of
      performing this Agreement, DuPont may disclose other confidential DuPont
      information, either in writing or orally, and so indicate to
      Licensee.  All such confidential information shall remain the
      property of DuPont.

            


    

    


    
      	
              6.

            	
              Nothing
      in this License Agreement shall be construed to grant Licensee any rights
      or license to any DuPont trademark, trade name, certification mark, or
      product other than as specified herein.  No rights are granted
      to Licensee with respect to any patents or patent
  rights.

            


    

    


    
      	
              7.

            	
              A
      telegram or letter (first class, overnight registered U.S. mail or faxed)
      sent to the other Party at the address stated below shall constitute
      written notice under this License.

            


    

    


    
      	
              8.

            	
              The
      failure of the Parties to insist upon the performance of any provision of
      this Agreement or to exercise any right or privilege thereunder shall not
      be construed as a waiver of any right arising under this Agreement and all
      provisions shall remain in full force and
  effect.

            


    

    


    
      	
              9.

            	
              No
      liability shall result from delay in performance or non performance
      directly or indirectly caused by circumstances beyond the control of the
      Party affected, including, but not limited to, acts of God, fire,
      explosion, flood, war, act of or authorized by any Government, accident,
      equipment failure, labor dispute or shortage, or inability to obtain
      material, equipment and transportation.  Quantities so affected
      shall be eliminated by DuPont from the Agreement without liability, but
      the Agreement shall remain otherwise unaffected.  DuPont shall
      have no obligation to purchase supplies of fabric it would otherwise make
      to enable it to perform this
Agreement.

            


    

    


    
      	
              10.

            	
              All
      understandings, representations, warranties, and agreements, if any,
      heretofore existing between DuPont and Licensee regarding the subject
      matter hereof are merged into this License, including the Attachments
      hereto, which fully and completely express the entire understanding of the
      parties with respect to their relationship.  The Parties have
      entered into this License freely, intelligently, and voluntarily after
      adequate investigation, with neither Party relying upon any statement or
      representation not contained in this License or the Attachments
      hereto.  This Agreement may be amended only by a written
      document signed by authorized representatives of both
    Parties.

            


    

    


    
      	
              11.

            	
              If
      any provision of this Agreement is held to be invalid or unenforceable,
      all other provisions will continue in full force and effect, and the
      Parties will substitute for the invalid or unenforceable provision a valid
      and enforceable provision which conforms as nearly as possible with the
      original intent of the Parties.

            


    

    


    
      	
              12.

            	
              DuPont
      shall have no liability of any kind or nature whatsoever (including
      without limitation, indirect, consequential, special, incidental or
      punitive damages) to Licensee for:

            


    

    


    a.           Termination
or expiration of this Agreement according to its terms.

    


    b.           Communications
from DuPont with past, present, or prospective customers of Licensee when such
communications pertain to the termination or non-renewal of this Agreement
(including without limitation, communications identifying any new Licensee or
supplier).


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    In
witness whereof, the Parties have signed this License in duplicate by their duly
authorized representatives on the dates set forth below.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      LICENSOR

                                    	 
      	
                                      LICENSEE

                                    
	 
      	 
      	 
      
	
                                      E.
      I. du Pont de Nemours and Company

                                    	 
      	
                                      Lakeland
      Industries Inc.

                                    
	
                                      Wilmington,
      Delaware, U.S.A.

                                    	 
      	
                                      Ronkonkoma,
      New York, U.S.A.

                                    
	 
      	 
      	 
      
	
                                      By:

                                    	
                                      Gisella
      Rutz Arthur

                                    	
                                      By:

                                    	
                                      Christopher
      J. Ryan

                                    
	 
      	
                                      Printed
      Name

                                    	 
      	
                                      Printed
      Name

                                    
	 
      	 
      	 
      	 
      
	 
      	
                                      Corporate
      Trademark Counsel

                                    	 
      	
                                      President

                                    
	 
      	
                                      Printed
      Title

                                    	 
      	
                                      PrintedTitle

                                    
	 
      	 
      	 
      
	Date:  June
      6, 2009	
                                        

                                    	
                                      Effective Date:
      June
      6, 2009

                                    
	 
      	 
      	 
      
	 
      	 
      	
                                      Acknowledged
      by:

                                    
	 
      	 
      	
                                      DuPont
      Personal Protection

                                    
	 
      	 
      	 
      
	 
      	 
      	
                                      Name:

                                    	 
      
	 
      	 
      	
                                      Title:

                                    	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    ATTACHMENTS

    


    A

    The
Trademarks

    


    B

    The
Products – technical and quality specifications

    


    C

    Sample
Garment Labels

    


    D

    Advertising
Cooperative Program

    


    E

    DuPont
Standard Terms & Conditions of Sale

    


    F

    Pricing
Schedule & Performance Incentive Programs



    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    ATTACHMENT
"A"

    


    THE
TRADEMARKS

    


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    ATTACHMENT
"B"

    


    PRODUCTS

    TECHNICAL
AND QUALITY SPECIFICATIONS

    


    -             Technical
& Quality Specifictions

    -             Fabric
Styles

    -             Garment
Styles

    -             Measurement
& Dimension Requirements

    -             Labeling

    -             Garment
Fabrication

    -             Dynamic
Test

    -             Garment
Quality

    -             Packaging

    -             Garment
Auditing

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    DUPONT CONFIDENTIAL
INFORMATION

    


    ATTACHMENT B
1

    


    TRADEMARK LICENSING REQUIREMENTS FOR
TYVEK®

    


    I.     TECHNICAL
SPECIFICATIONS

    


    The
objective of these specifications is to optimize the quality and performance of
protective apparel manufactured out of DuPont Tyvek®

    


    ALL
PRODUCTS ON WHICH AND/OR IN CONNECTION WITH WHICH THE TRADEMARK IS USED SHALL
STRICTLY COMPLY WITH ALL OF THE FOLLOWING TECHNICAL SPECIFICATIONS:

    


    1.0  FABRIC
STYLES

    


    The
Products on, or in connection with which the Trademark(s) is or will be used
shall be made only from Tyvek® styles listed below

    


    
      1422A,
1422R 1400T (tape)

    

    
      Tyvek®
FC

    

    
      An other,
as identified byDuPont to Licensee in writing

    

    


    2.0  GARMENT
SYTLES

    


    DuPont
and Licensee have agreed upon the following list of garments:

    


    
      
        	
                Style Description

              	 
      	
                Style Number

              	 
      	
                Style Description

              	 
      	
                Style Number

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Coverall

              	 
      	
                1412,
      1414, 1417, 1427, 1428

              	 
      	
                Apron

              	 
      	
                601

              
	
                Lab
      Coats

              	 
      	
                1101

              	 
      	
                Sleeves

              	 
      	
                850

              
	
                Shirts

              	 
      	
                1201

              	 
      	
                Shoe
      Covers

              	 
      	
                901,
      904

              
	
                Pants

              	 
      	
                301

              	 
      	
                Boot
      Covers

              	 
      	
                903,
      905

              
	
                Frock

              	
                  

              	
                1190

              	
                  

              	
                Hoods

              	
                  

              	
                701,
      713, 802

              


      

    

    


    
      3.0 
MEASUREMENT
AND DIMENSION REQUIREMENTS

    

    


    The
Products on, or in connection with which the Trademark is or will be used shall
at all times comply with the current North American standardized sizes: ANSI
101-1996. (Attached)


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      4.0 
LABELING

    

    


    All
Products falling under this Agreement shall be identified by inside and outside
label mechanicals supplied by DuPont.  From time to time, at its sole
discretion and on a case to case basis, DuPont may waive in writing the
obligation to put on outside Label.  This shall be possible only when
the actual end user of the Products, as well as the number of garments involved
are known to DuPont

    


    The
nonwoven substrate must be identified by tradename (as indicated below) and
fabric weight on the inside suit label.  Other information on the suit
label should include manufacturer, manufacturing data and warnings against
improper use, including the flammability warnings outlined in Attachment
C.

    


    The
location for inside Label at the center back point as defined in section
5.5.  The location for outside Label is at left breast pocket,
centered between the zipper and armhole

    


    5.0 
GARMENT
FABRICATION

    


    
      	
               
      

            	
              5.1

            	
              SEAMS:  Sewn
      seams shall have 6-8 stitches per inch.  The sewing techniques
      used shall be either three thread overlock serge or straight/chain
      stitch.  Welded seams shall be performed either by heat or
      ultrasonic welding.

            


    

    


    
      	
               
      

            	
              5.2

            	
              THREAD:  Zipper
      thread:  70/2 ultra polyester minimum 

                                 
      Body Thread:  150 white polyester
body

            


    

    


    
      	
               
      

            	
              5.3

            	
              ZIPPER:  Minimum
      length of 26 inch long from top stop to bottom
  stop

            


    

    


    
      	
               
      

            	
              5.4

            	
              CUFFS:  Per
      Licensee Styles listed in Section
2.0

            


    

    


    
      	
               
      

            	
              5.5

            	
              LABEL:  Sewn
      on the inside, center back seam, 1 inch, plus or minus 1 inch, below neck
      or on  inside of zipper within 6 in. from
  collar.

            


    

    


    
      	
               
      

            	
              5.6

            	
              ANKLE:  Per
      Licensee Styles listed in Section
2.0

            


    

    


    
      	
               
      

            	
              5.7

            	
              HOOD:  Minimum
      1/8 inch strip elastic on the facial
opening

            


    

    


    
      	
               
      

            	
              5.8

            	
              BODY:  Per
      Licensee Styles listed in Section
2.0

            


    

    


    
      	
               
      

            	
              5.9

            	
              SHOE
      COVERS:  To be produced from Tyvek® FC
      fabric.

            


    

    


    6.0  DYNAMIC
TEST

    


    Products
shall be manufactured in a way to always pass the Dynamic Test described in the
ANSI/ISEA Standard 101-1996.  Licensee shall regularly monitor
Products with said Dynamic Test, carried out by 5 persons of different sizes,
whose physical measurements shall correspond to the maximum as shown in the
sizing chart in the ANSI/ISEA 1996 Standard.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    7.0
 GARMENT
QUALITY

    


    Product
designs and assembly shall be such as to afford maximum protection to end
users.  Licensee will use its best efforts to secure ISO 9002
registration.

    


    Products
shall be manufactured in a way, that their general appearance indicates good
quality.  In particular, the following shall be given special
consideration:

    


     -
no holes in garments

     -
all seams adequately sewn or welded

     -
no hanging threads or elastic (>0.5 inch.)

     -
zippers adequately sewn or welded

     -
others as determined by customer contract and

        specified
in Quality Manual

    


    8.0 
DUPONT
PACKAGING SPECIFICATIONS

    


    The
sidewall of the carton will be labeled with a manufacturer's
label.  This label will be between 4 to 6 inches
square.  The product description on this label must include the
Trademark.

    


    9.0
 GARMENT
AUDITING

    


    At any
time during the life of this Agreement, DuPont shall obtain new garments from
Licensee without charges to DuPont, as well as procure garment directly in the
trade.  Such garments will be audited in respect to all the technical
specifications described in Attachment B above.

    


    In the
event a garment does not comply with all said technical specifications, the
Testing Facility will notify the Licensee and DuPont.  DuPont will in
such case procure additional garments of same sizes and styles from the trade
for retesting.

    


    In the
event garments obtained from the trade should fail three times in a row, DuPont
may terminate this Agreement under Section VII.

    


    Note:  Licensee will
receive all test results in the case of garment failure, and will be shown any
failed garments.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    DUPONT CONFIDENTIAL
INFORMATION

    


    ATTACHMENT
B2

    


    TRADEMARK
LICENSING REQUIREMENTS FOR DUPONT TYCHEM®

    


    1.0  TECHNICAL
SPECIFICATIONS

    


    The
objective of these specifications is to optimize the quality and performance of
protective apparel manufactured out of DuPont
Tychem®  fabrics.

    


    ALL
PRODUCTS ON WHICH AND/OR IN CONNECTION WITH WHICH THE TRADEMARK IS USED SHALL
STRICTLY COMPLY WITH ALL OF THE FOLLOWING TECHNICAL SPECIFICATIONS:

    


    FABRIC
STYLES

    


    The
Products on, or in connection with which the Trademark is or will be used shall
be made only from Tychem® styles listed below:

    


    -     Tychem®
TK

    -     Tychem®
BR

    -     Tychem®
LV

    -     Tychem®
F

    -     Tychem®
SL

    -     Tychem®
QC

    -     Tychem®
Sealing Tape

    


     2.0 GARMENT
STYLES

    


    The
garment styles could vary with the offerings; i.e., front entrance, back
entrance, and overcovers for NFPA 1991.

    


    
      3.0 GARMENT
COMPLIANCE

    

    


    The
Products in, or in connection with which the Trademark is or will be used shall
at all times comply with OSHA 29 CFR 1910.120 for protection against hazardous
contaminants and total encapsulation chemical protective suit,  NFPA
1991/Level A requirements are optional.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    4.0 GARMENT
SIZING/DIMENSION REQUIREMENTS

    


    For
encapsulated suit designs, the suit will be designed to accommodate use of the
following inside the suits:

    


    - self
contained breathing apparatus

    - hard
hat or firemen’s helmet

    - two-way
radio communications

    


    Spacious
sleeve-design must allow wearer to have access to SCBA control by pulling arm
from sleeve while still in suit.

    


    The
garment must meet ASTM F1154-88:  Qualitatively Evaluating the
Comfort, Fit, Function, and Integrity of Chemical Protective Suit
Ensembles.

    


    5.0 GARMENT
CONSTRUCTION/FABRICATION

    


    
      	
               
      

            	
              5.1

            	
              Seams

            


    

    All seams
shall be stitched and sealed with a compatible barrier tape film.

    


    
      	
               
      

            	
              5.2

            	
              Zipper

            


    

    
      	
               
      

            	
              The
      zipper shall be gas tight.

            


    

    


    
      	
               
      

            	
              5.3

            	
              Faceshield

            


    

    The
face-shield will be large enough to provide maximum visibility. The suit shall
contain an anti-fog wipe for use on the inside of the shield.

    


    
      	
               
      

            	
              5.4

            	
              Gloves

            


    

    The glove
attachment shall consist of an arrangement to form a gas tight
seal.  Multilayers (silver shield and Butyl, Viton) gloves to provide
maximum chemical protection, must be accommodated in the garment
design.

    


    
      	
               
      

            	
              5.5

            	
              Boot
      Covers

            


    

    The suit
will have attached boot covers with splash-guard to fit over industrial or fire
boots.

    


    
      	
               
      

            	
              5.6

            	
              Intake
      Valve

            


    

    The suit
design will provide a sealed air tube inlet to accommodate use of an external
air-line when requested by customers.

    


    
      	
               
      

            	
              5.7

            	
              Exhaust
      Valve

            


    

    The suit
design will provide an air pressure release valve.  Exhaust valves
will be located on opposite sides of the garment to minimize risk of
blockage.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    6.0
LABELING

    


    All
Products falling under this Agreement shall be identified by an outside label
supplied by DuPont

    


    *Locations
for inside Label:  Size and information label shall be attached inside
the garment in a visually prominent area.  Inside label to include
Tychem® Trademark.

    


    *Location
for outside Label:  At left breast pocket 6 inches from the center of
the zipper and 8 inches from the shoulder seam.

    


    From time
to time, at its sole discretion and on a case to case basis, DuPont may waive in
writing the obligation to put on outside Label.  This shall be
possible only when the actual end user of the Products, as well as the number of
garments involved are known to DuPont.

    


    7.0
GARMENT
AUDITING

    


    At any
time during the life of this Agreement, DuPont shall obtain new garments from
Licensee, as well as procure garment directly in the trade.  Such
garments will be audited in respect to all the technical applications described
in Attachment B.

    


    8.0
DUPONT PACKAGING
SPECIFICATIONS

    


    The
basic packaging is to consist of a single wall craft carton with a 175 lb. burst
strength rating.  Basic dimensions are approximately 15” length, 10.5
width, and 8” height depending on the garment style.  The Licensee may
modify the carton dimensions to accommodate the various garments.

    


    The
sidewall of the carton will be labeled with a manufacturer’s
label.  This label will be between 4 to 6 inches
square.  The product description on this label must include the
Tychem® trade name.

     

    
      
         


      

      
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    ATTACHMENT
C

    


    SAMPLE
GARMENT LABELS

    OUTSIDE
LABEL MECHANICALS SUPPLIED BY DUPONT

    


    INSIDE
LABEL FORMAT FOR TYVEK®

    


    
      The fabric in this garment is made
of  DuPont Tyvekâ
spunbonded olefin.

      


      WARNING!
It is the user's
responsibility to read and understand all provided warning,
proper  usage, and care information.

      


      Tyvek® fabrics are not flame resistant or
flame retardant, will melt, can create static electricity and should not be used
around heat, open flame, sparks or in a potentially flammable or explosive
environments.  This garment and/or fabric is NOT
SUITABLE for use with
some chemical and hazardous agents.  Contact your employer or the
Manufacturer (1-800-645-9291) on specific chemicals or
agents.

      


      It
is the user's responsibility to determine the level of risk and the proper
personal protection equipment needed because conditions of use are outside of
our control.   DUPONT AND THE LICENSED GARMENT
MANUFACTURER make no warranties, expressed or implied, and assume no
liability as to the performance of this product for a particular
use.

    

    


    INSIDE
LABEL FORMAT FOR TYCHEM®

    


    
      The fabric in this garment is made
of  DuPont
Tychem® fabric.

      


      WARNING ! It is the user’s
responsibility to read and understand all provided warning, proper usage,
and care information.

      


      Tychem®  fabrics
are not flame resistant or flame retardant, will melt, can create static
electricity and should not be used around heat, open flame, sparks or in a
potentially flammable or explosive environments.  This garment and/or
fabric is NOT SUITABLE
for use with some chemical and hazardous agents.  Contact your
employer or the Manufacturer (1-800-645-9291) on specific chemicals or
agents.

      


      It
is the user's responsibility to determine the level of risk and the proper
personal protection equipment needed because conditions of use are outside of
our control.   DUPONT AND THE LICENSED GARMENT
MANUFACTURER make no warranties, expressed or implied, and assume no
liability as to the performance of this product for a particular
use.

    

     

    
      
         


      

      
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    ATTACHMENT
D

    


    
      COOPERATIVE
ADVERTISING PROGRAM

    

     

    Cooperative
Advertising Program

    


    All
Claims must be received no later than 2/15/2009 for year 2008 co-op
reimbursements. The maximum annual co-op amount is based on:

    1% of the
Licensee’s previous calendar year purchases ofDuPont’s Non-Woven
products.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              CATEGORIES

                                            	 	
                                              Date of Activity

                                            	 	
                                              Total Invoices

                                            	 	
                                              Co-op Allotment

                                            	 	 	
                                              Amount of Reimbursement

                                            	 
	 
      	 	 
      	 	 
      	 	 	 	 	 
      	 
	
                                              I.
      Advertising

                                            	 	 
      	 	 
      	 	 	 	 	 
      	 
	 
      	 	 
      	 	 
      	 	 	 	 	 
      	 
	
                                              Catalogs

                                            	 	 
      	 	 
      	 	 	50	%	 	 
      	 
	
                                              Direct
      Mail, Newsletter

                                            	 	 
      	 	 
      	 	 	50	%	 	 
      	 
	
                                              Newspaper
      and Flyers

                                            	 	 
      	 	 
      	 	 	50	%	 	 
      	 
	
                                              Magazines
      and Trade

                                            	 	 
      	 	 
      	 	 	50	%	 	 
      	 
	
                                              Publications

                                            	 	 
      	 	 
      	 	 	50	%	 	 
      	 
	 
      	 	 
      	 	 
      	 	 	 	 	 	 
      	 
	
                                              II.
      Promotions

                                            	 	 
      	 	 
      	 	 	 	 	 	 
      	 
	 
      	 	 
      	 	 
      	 	 	 	 	 	 
      	 
	
                                              Trade
      Show Exhibits

                                            	 	 
      	 	 
      	 	 	50	%	 	 
      	 
	
                                              Open
      House Programs

                                            	 	 
      	 	 
      	 	 	50	%	 	 
      	 
	 
      	 	 
      	 	 
      	 	 	 	 	 	 
      	 
	
                                              III.
      Educational Meetings

                                            	 	 
      	 	 
      	 	 	 	 	 	 
      	 
	 
      	 	 
      	 	 
      	 	 	 	 	 	 
      	 
	
                                              National,
      Regional or Local

                                            	 	 
      	 	 
      	 	 	50	%	 	 
      	 
	
                                              Distributor
      Sales Meetings

                                            	 	 
      	 	 
      	 	 	50	%	 	 
      	 
	 
      	 	 
      	 	 
      	 	 	 	 	 	 
      	 
	
                                              IV.
      Manufacturing

                                            	 	 
      	 	 
      	 	 	 	 	 	 
      	 
	 
      	 	 
      	 	 
      	 	 	 	 	 	 
      	 
	
                                              Printing
      Costs (inside labels)

                                            	 	 
      	 	 
      	 	 	50	%	 	 
      	 
	
                                              Printing
      Costs (outside labels)

                                            	 	 
      	 	 
      	 	 	100	%	 	 
      	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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    ATTACHMENT
E

    


    CONDITIONS OF
SALE

     

    STANDARD
CONDITIONS OF SALE

     

    
      
        	
                1.

              	
                Seller
      warrants only that (a) any products or services provided hereunder meet
      Seller's standard specifications for the same or such other specifications
      as may have been expressly agreed to herein; (b) the sale of any products
      or services provided hereunder will not infringe the claims of any validly
      issued United States patent covering such product or service itself, but
      does not warrant against infringement by reason of (i) the use of any
      information provided, (ii) the use of any product or service in
      combination with other products, services, or information or in the
      operation of any process, or (iii) the compliance by Seller with any
      specifications provided to Seller by Buyer; and (c) all products provided
      hereunder were
      produced in compliance with the requirements of the Fair Labor
      standards Act of 1938, as amended. WITH RESPECT TO ANY PRODUCTS, SERVICES,
      OR INFORMATION PROVIDED TO BUYER, SELLER MAKES NO WARRANTIES OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR
      IMPLIED WARRANTY. Buyer assumes all risk and liability resulting from use
      of the products, services, or information delivered hereunder, whether
      used singly or in combination with other products, services, or
      information.

              


      

    

     

    
      
        	
                2.

              	
                IN
      NO EVENT WILL SELLER'S AGGREGATE LIABILITY TO BUYER FOR ALL DAMAGES
      ARISING FROM ANY AND ALL CLAIMS RELATED TO THE BREACH OF THIS AGREEMENT,
      NONDELIVERY, OR THE PROVISION OF ANY PRODUCT, SERVICE, OR INFORMATION
      COVERED BY THIS AGREEMENT, REGARDLESS OF WHETHER THE FORM OF ACTION IS
      BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE,
      OR OTHERWISE, EXCEED THE TOTAL PRICE
      PAID BY BUYER TO SELLER FOR THE PRODUCTS, SERVICES, OR INFORMATION IN
      RESPECT OF WHICH DAMAGES ARE CLAIMED. NO CLAIM SHALL BE ALLOWED FOR
      PRODUCT THAT HAS BEEN PROCESSED IN ANY MANNER. FAILURE TO
      GIVE NOTICE OF A CLAIM WITHIN NINETY (90) DAYS FROM DATE OF
      DELIVERY, OR THE DATE FIXED FOR DELIVERY (IN CASE OF NONDELIVERY) SHALL
      CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT OF SUCH PRODUCTS,
      SERVICES, OR INFORMATION. PRODUCTS SHALL NOT BE RETURNED TO SELLER WITHOUT
      SELLER'S PRIOR WRITTEN PERMISSION. NO CHARGE OR EXPENSE INCIDENT TO ANY
      CLAIMS WILL BE ALLOWED UNLESS APPROVED BY AN AUTHORIZED REPRESENTATIVE OF
      SELLER. IN ADDITION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
      LAW, EACH PARTY HERETO WAIVES ANY CLAIM TO INDIRECT, CONSEQUENTIAL,
      PUNITIVE, EXEMPLARY OR MULTIPLIED DAMAGES ARISING OUT OF OR RELATING TO
      THIS AGREEMENT OR THE PROVISION OF ANY PRODUCT, SERVICE,
      OR INFORMATION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES
      WAIVE AND AGREE NOT TO ASSERT NON-CONTRACTUAL CLAIMS ARISING UNDER STATE
      LAW RELATING TO THIS AGREEMENT OR THE PROVISION OF ANY PRODUCT, SERVICE,
      OR INFORMATION COVERED BY THIS AGREEMENT, AND THIS AGREEMENT SHALL BE DEEMED TO INCLUDE
      SUCH LANGUAGE AS MAY BE REQUIRED TO EFFECT SUCH WAIVER. WAIVER BY EITHER PARTY OF
      ANY DEFAULT BY THE OTHER HEREUNDER SHALL NOT BE DEEMED A WAIVER BY SUCH
      PARTY OF ANY DEFAULT BY THE OTHER WHICH
      MAY THEREAFTER OCCUR.

              


      

    

    


    
      	
              3.

            	
              No
      liability shall result from delay in performance or nonperformance,
      directly or indirectly caused by circumstances beyond the control of the
      party affected, including, but not limited to, act of God, fire,
      explosion, flood, war, act of or authorized by any Government,
      accident, labor trouble or shortage, pandemic, inability to obtain
      material, equipment or transportation, failure to obtain or hardship in
      obtaining reasonably priced supplies of materials, or failure of usual
      transportation mode. Quantities so affected may be eliminated from the
      agreement without liability, but the agreement shall remain otherwise
      unaffected. Seller shall have no obligation to purchase supplies of the
      product specified herein to enable it to perform this
      Agreement.

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      	
              4.

            	
              If
      for any reason including but not limited to Force Majeure Seller is unable
      to supply the total demand for products specified herein, Seller may
      distribute its available supply among any or all purchasers, as well as
      departments and divisions of Seller, on such basis as it may deem fair
      and practical,
      without liability for any failure of performance which may result
      therefrom.

            


    

     

    
      	
              5.

            	
              Seller
      may furnish such technical assistance and information as it has available
      with respect to the use of the products or services covered by this Agreement.
      Unless otherwise agreed in writing, all such information will be provided
      gratis. Buyer agrees to evaluate such information, to make an independent
      decision regarding the suitability of such information, products and
      services for Buyer's application, and only use such products, services and
      information pursuant to then current good product stewardship principles
      and all regulatory requirements applicable to Buyer's
      business.

            


    

     

    
      	
              6.

            	
              Buyer
      acknowledges that it has received and is familiar with Seller's labeling
      and literature concerning the products and its properties. Buyer will
      forward such information to its employees, contractors and customers who
      may distribute, handle, process, sell or use such products, and advise
      such parties to familiarize themselves with such information. Buyer agrees
      that products sold hereunder will not knowingly be resold or given in
      sample form to persons using or proposing to use the products for purposes
      contrary to recommendations given by Seller or prohibited by law, but will
      be sold or given as samples only to persons who can handle, use and
      dispose of the products safely. Unless agreed to by Seller in a written
      agreement covering such use, in no event shall Buyer use products or
      resell products for use in the manufacture of any implanted medical
      device. Buyer agrees that export of any product, service or information
      provided hereunder shall be in accordance with applicable Export
      Administration Regulations.

            


    

     

    
      
        	
                7.

              	
                Except
      as may be contained in a separate trademark license, the sale of product
      (even if accompanied by documents using a trademark or trade name of
      Seller) does not convey a license, express or implied, to use any
      trademark or trade name of Seller, and Buyer shall not use any trademark
      or trade name of Seller in the conduct of its business without Seller's
      prior written consent.

              


      

    

     

    
      	
              8.

            	
              The
      Buyer shall reimburse the Seller for all taxes (excluding income taxes)
      excises or other charges which the Seller may be required to pay to any
      Government (National, State or Local) upon the sale, production or
      transportation of the products, services, or information sold
      hereunder.

            


    

     

    
      	
              9.

            	
              In
      the event Buyer fails to fulfill Seller's terms of payment, or in case
      Seller shall have any doubt any time as to Buyer's financial
      responsibility, Seller may decline to make further deliveries except upon
      receipt of cash or satisfactory
security.

            


    

     

    
      	
              10.

            	
              This
      agreement is not assignable or transferable by Buyer, in whole or in part,
      except with the prior written consent of Seller. Seller reserves the right
      to sell, assign, or otherwise transfer its right to receive payment under
      this agreement.

            


    

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    
      
        	
                11. 

              	
                Dispute
      Resolution and Arbitration - Buyer and Seller agree to arbitrate all
      disputes, claims or controversies whether based on contract, tort,
      statute, or any other legal or equitable theory, arising out of or
      relating to (a) this Agreement or the relationship which results from this
      Agreement, (b) the breach, termination or validity of this Agreement, (c)
      the purchase or supply of any product, service, or information provided by
      Seller, (d) events leading up to the formation of Buyer's and Seller's
      relationship, and (e) any issue related to the creation of this Agreement
      or its scope, including the scope and validity of this
      paragraph. The
      parties shall before and as a condition
      to proceeding to arbitration attempt in good faith to resolve any such
      claim or controversy by mediation under the International Institute for
      Conflict Prevention & Resolution ("CPR") Mediation Procedure then
      currently in effect. Unless the parties agree otherwise, the mediator will
      be selected from the CPR Panels of Distinguished Neutrals. Any such claim
      or controversy which remains unresolved 60 days after the appointment of a
      mediator or 60 days after good faith efforts by either party to proceed to
      mediation shall be finally resolved by binding arbitration in accordance
      with the CPR Rules for Non-Administered Arbitration then currently in
      effect by three independent and impartial arbitrators, none of whom shall
      be appointed by either party. This Agreement shall be governed by the
      Federal Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any
      state laws inconsistent therewith. Such arbitration shall be conducted in
      a city to be chosen by the arbitrators which is not the principal place of
      business of either party, and the arbitrators and the parties shall
      conduct such arbitration in accordance with such procedures as may be
      necessary to permit use of the then current CPR Arbitration Appeal
      Procedure. Any judgment upon the award rendered by the arbitrator(s) may
      be entered by any court having jurisdiction thereof. In the event that
      either
      party wishes to appeal an award, the parties shall follow the then current
      CPR Arbitration Appeal Procedure. Buyer and Seller agree not to file or
      join any class action or class arbitration, seek or consent to
      class relief, or seek or consent to the consolidation or joinder of its
      claims with those of any third party. If any clause within this
      Arbitration Provision (other than the agreement regarding the conduct of
      the arbitration in the preceding sentence) is found to be illegal or
      unenforceable, that clause will be severed from this Arbitration
      Provision, and the remainder of the Arbitration Provision will be given
      full force and effect. If such agreement regarding the conduct of the
      arbitration is found to be illegal or unenforceable and if the arbitrators
      permit a class arbitration or consolidated or joined matter to proceed,
      this entire Arbitration Provision will be unenforceable, and the dispute
      may be decided by a court. The obligations set forth in this paragraph
      shall survive the termination or expiration of this
    Agreement.

              


      

    

    


    
      	
              12.

            	
              In
      addition to these Standard Conditions of Sale, any Special Conditions of
      Sale set forth on this invoice or in the current price list for the
      products or services sold hereunder shall apply and are incorporated by
      reference. Unless otherwise specified therein, title, liability for and
      risk of loss to Product sold hereunder passes to Buyer upon loading for
      shipment at Seller's producing
location.

            


    

     

    
      	
              13.

            	
              This
      Agreement shall be construed and governed by Delaware law, without regard
      to any applicable conflicts of law provisions, and the terms of the UCC,
      rather than the United Nations Convention on Contracts for the
      International Sale of Goods, shall
apply.

            


    

     

    
      	
              14.

            	
              Except
      as expressly provided in any other term or condition of this Agreement,
      any provision hereof which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective only to the
      extent of such prohibition or unenforceability without invalidating the
      remaining provisions hereof or affecting the validity or enforceability of
      such provision in any other
jurisdiction.

            


    

    


    
      	
              15.

            	
              This
      Agreement supersedes all prior agreements, representations and
      understandings between the parties (whether written or oral) with respect
      to its subject matter and constitutes (along with the exhibits and
      schedules attached hereto) a complete and exclusive statement of the terms
      of the agreement between the parties with respect to the provision of
      products or services hereunder. Not by way of limitation of the
      unqualified nature of the foregoing, Buyer acknowledges, agrees and
      represents that it is not relying upon, and it has not been induced by,
      any representation, warranty, statement made by, or other
      information provided by Seller in connection with its decision to purchase
      or use any product, service, information or technology, other than the
      representations and warranties Seller as and only to the extent expressly
      provided in this Agreement. No modification of this Agreement shall be
      binding upon Seller unless separately contracted in writing and executed
      by a duly authorized representative of Seller. No modification shall be
      effected by the acknowledgment or acceptance of purchase order forms
      stipulating different conditions. Unless Buyer shall notify Seller in
      writing to the contrary as soon as practicable after receipt of this
      invoice by Buyer, Buyer shall be deemed to have accepted the terms and
      conditions hereof and, in the absence of such notification, Buyer's
      acceptance or use of the products, services, information or technology
      shall be equivalent to Buyer's assent to the terms and conditions
      hereof.

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    ATTACHMENT
F

    


    PRICING & PERFORMANCE
INCENTIVE PROGRAMS

    


    PRICE
LIST – TYVEK®  AND TYCHEM®

    PROTECTIVE
APPAREL FABRICS FROM DUPONT

    


    Account:     Lakeland
Industries, Inc.

     

    Effective
February 15, 2009

    


    
      
        
          
            
              
                
                  	
                          Roll goods prices per the effective date above and subject to

                          change upon prior written notice

                        	 	 	 	 	
                          DOMESTIC (N.A.)

                          CONSUMPTION

                        
	
                          STYLE

                        	 	
                          PRICE

                          $/YD2

                        	 	 	
                          PRICE

                          $/Lin yd

                        	 	
                          PRICE

                          $/Roll

                        
	 
      	 	 	 	 	 	 	 
      
	
                          Tyvek®

                        	 	 	 	 	 	 	 
      
	 
      	 	 	 	 	 	 	 
      
	
                          1422A&R
      (28” & 39” O.D.)

                        	 	$	0.49035	 	 	$	0.81725	 	 
      
	
                          1422A
      (21.5” O.D.) 17.25 inch wide

                        	 	$	0.58170	 	 	$	0.27671	 	 
      
	
                          1422A
      (21.5” O.D.)

                        	 	$	0.58170	 	 	$	0.96950	 	 
      
	
                          1422R
      (21.5” O.D.)

                        	 	$	0.58170	 	 	$	0.96950	 	 
      
	
                          1622E

                        	 	$	0.57225	 	 	$	0.95375	 	 
      
	
                          TYVEK
      FC (Width 59.75”)

                        	 	$	0.59955	 	 	$	0.99509	 	 
      
	 
      	 	 	 	 	 	 	 	 	 
      
	
                          Tychem®

                        	 	 	 	 	 	 	 	 	 
      
	 
      	 	 	 	 	 	 	 	 	 
      
	
                          QCY
      (Yellow)

                        	 	$	0.65575	 	 	$	1.08381	 	 
      
	
                          QCG
      (Gray)

                        	 	$	0.65575	 	 	$	1.08381	 	 
      
	
                          QCWH
      (White)

                        	 	$	0.65575	 	 	$	1.08381	 	 
      
	
                          SL*
      White (Width 59.5”)

                        	 	$	1.37710	 	 	$	2.27604	 	 
      
	
                          SL*
      Gray (Width 59.5”)

                        	 	$	1.78340	 	 	$	2.94756	 	 
      
	
                          F*
      Gray (Width 60”)

                        	 	$	2.77560	 	 	$	4.62600	 	 
      
	
                          BR*
      (Width 60”)

                        	 	$	3.32400	 	 	$	5.54000	 	 
      
	
                          LV*
      (Width 60”)

                        	 	$	2.96380	 	 	$	4.93967	 	 
      
	
                          TK*
      (Width 60”)

                        	 	$	8.04200	 	 	$	13.40333	 	 
      
	 
      	 	 	 	 	 	 	 	 	 
      
	
                          Tape

                        	 	 	 	 	 	 	 	 	 
      
	
                          Tyvek®

                        	 	$	0.57645	 	 	 	 	 	 
      
	
                          Tychem® Tape
09

                        	 	 	 	 	 	 	 	 	
                          $41.41000

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    2009
Tyvek® Fabric Sales Incentive Program

    


    By this
agreement, E. I. duPont de Nemours and Company, DuPont Personal Protection
(DuPont) is offering Lakeland Industries Inc. (Lakeland) a 2009 Sales Incentive
Program.  The purpose of the program is to encourage additional sales
of DuPont Tyvek® products by further penetration into the worker protection
market.  DuPont Products covered by this program include all styles of
Tyvek® fabric – 1422A, 1422R, 1400T and Tyvek® FC.

    


    The
program includes the following elements:

    


    • The
table below outlines the Tyvek® fabric growth incentive target volumes by DuPont
fiscal quarter for 2009.  DuPont fiscal quarters end March 30, June
29, September 29 and December 30.

    


    • DuPont
will pay Lakeland a 2% rebate on all Tyvek® fabric purchases in any calendar
quarter where Lakeland purchases meet or exceed the quarterly growth incentive
target volumes.  This rebate is in addition to the co-op advertising
rebate program contained in the DuPont Garment Manufacturer & Seller License
Agreement and any discounts from payment terms negotiated between DuPont and
Lakeland.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Tyvek® Targets

                                  	 	 	
                                    Q1

                                  	 	 	 	
                                    Q2

                                  	 	 	 	
                                    Q3

                                  	 	 	 	
                                    Q4

                                  	 	 	
                                    2009

                                  	 
	
                                    Ln Yds $ (Millions)

                                  	 	$	97	 	 	$	8,034	 	 	$	6,308	 	 	$	7,713	 	 	$	22,055	 
	
                                    Ln Yds (Millins)

                                  	 	 	120	 	 	 	9930	 	 	 	7796	 	 	 	9533	 	 	 	27259	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                    Rebate

                                  	 	 	
                                    Q1

                                  	 	 	 	
                                    Q2

                                  	 	 	 	
                                    Q3

                                  	 	 	 	
                                    Q4

                                  	 	 	
                                    2008

                                  	 
	
                                    2%
      Per Qtr

                                  	 	$	1.94	 	 	$	160.68	 	 	$	126.15	 	 	$	154.26	 	 	$	443.042	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	443.04	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                    CO-OP

                                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                                    2008

                                  	 
	
                                    1%
      of 2008 Purchases

                                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	273.98	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Terms
applicable to this Program include the following:

    


    1. The
program covers the calendar year 2009 only.  All rebates earned by
Lakeland during 2009 will be processed by DuPont no later than sixty (60) days
after December 31, 2009.  The rebates will be received in the form of
a credit memo.

    


    2.
Lakeland agrees to comply with all terms of this agreement and all DuPont terms
and conditions of sale regarding sales of products including payment within
agreed upon terms of payment.

    


    3. DuPont
will provide written notice of any modification of the Program and if a
modification is unacceptable, Lakeland may withdraw from the
program.  Lakeland may withdraw from participation in the program at
any time upon notice to DuPont.  Lakeland remains eligible to receive
any rebates earned through the date of withdrawal by Lakeland subject to other
terms of this Agreement.

    


    4.
Lakeland agrees to comply with DuPont rules for trademark usage.

    


    5. This
agreement contains the entire understanding between the parties and supersedes
any and all prior agreements, representations, warranties, and agreements
between the parties relating to the subject matter.  The parties agree
there are no representations, oral or written, that are not merged in this
agreement and the parties acknowledge they have entered into this Agreement
freely, intelligently, and voluntarily after adequate investigation and have not
executed or authorized the execution of this instrument in reliance upon any
agreement, understanding, condition, warranty or representation not contained in
this agreement.  This agreement shall not be amended or modified
orally, or by usage of trade or course of dealing and no amendment or
modification shall be of any force or effect unless contained in writing signed
by both parties which expressly refers to modification or amendment of this
Agreement.

    


    6. This Agreement may be
executed in any number of counterparts, each of which shall be original, but all
of which together shall constitute one and the same instrument.


    
      
         


      

      
        25