~~Index~~

Michael E. Cirenza has been a ~~partner~~Partner at the accounting firm of Anchin, Block &and Anchin ~~LLP~~ since March 2007 and was the Executive Vice President and Chief Financial Officer of Country Life, LLC, a manufacturer and distributor of vitamins and nutritional supplements, from September 2002 until March 2007. Mr. Cirenza was the Chief Financial Officer and Chief Operating Officer of Resilien, Inc., an independent distributor of computers, components and peripherals from January 2000 to September 2002. He was an Audit Partner with the international accounting firm of Grant Thornton LLP from August 1993 to January 2000 and an Audit Manager

-5-

with Grant Thornton LLP from May 1989 to August 1993. Mr. Cirenza was employed by the international accounting firm of ~~Price Waterhouse~~Pricewaterhouse from July 1980 to May 1989. Mr. Cirenza is a Certified Public Accountant in the State of New York and a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Mr. Cirenza has served as one of our directors since June 18, 2003 and his term as a director will expire at our annual meeting of stockholders in 2008. Mr. Cirenza received his MBA from Cornell University Johnson School of Management in 1980.

A. John Kreft has been President of Kreft Interests, a Houston based private investment firm, since 2001. Between 1998 and 2001, he was CEO of Baker Kreft Securities, LLC, a NASD broker-dealer. From 1996 to 1998, he was a co-founder and manager of TriCap Partners, a Houston based venture capital firm. From 1994 to 1996 he was employed as a director at Alex Brown and Sons. He also held senior positions at CS First Boston including employment as a managing director from 1989 to 1994. Mr. Kreft ~~graduated from the Wharton School of Business in 1975. Mr. Kreft~~ has served as a director since November 17, 2004 and his term as a director will expire at our annual meeting of Stockholders June 2008. Mr. Kreft received his MBA from the Wharton School of Business in 1975. Mr. Kreft is a member of the National Association of Corporate Directors (NACD).

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE CLASS I NOMINEES LISTED ABOVE.

-6-

Table of Contents

INCUMBENT DIRECTORS- CLASS III

Terms Expiring in June 2010

_________________________________________

Name	Age	Position	Director Since

Raymond J. Smith	68	Chairman of the Board of Directors	1982

INCUMBENT DIRECTORS - CLASS II

Terms Expiring in June 2009

Name	Age	Position	Director Since

Stephen M. Bachelder	56	Director	2004

John J. Collins, Jr.	64	Director	1986

Eric O. Hallman	63	Director	1982

Incumbent Directors

Raymond J. Smith, one of our co-founders of Lakeland, has been Chairman of our Board of Directors since our incorporation in 1982 and was President from 1982 to January 31, 2004. Prior to starting Lakeland, Mr. Smith was a Sales Executive with the International Paper Company (NYSE: IP) from 1961 to 1966, then the President of Abandaco, Inc. from 1966 to 1982. Mr. Smith received his B.A. from Georgetown University in 1960. Mr. Smith has served as a director since 1982 and his term as a director will expire at our annual meeting of stockholder in 2010.

~~Legal Proceedings~~Stephen M. Bachelder was with Swiftview, Inc. a Portland, Oregon based software company from 1999-2007 and President since 2002. Swiftview, Inc. was sold to a private equity firm in October 2006. Mr. Bachelder is currently working on plans for a new venture. From 1991 to 1999 Mr. Bachelder ran a consulting firm advising technology companies in the Pacific Northwest. Mr. Bachelder was the president and owner of an apparel company, Bachelder Imports, from 1982 to 1991 and worked in executive positions for Giant Foods, Inc. and Pepsico, Inc. between 1976 and 1982. Mr. Bachelder is a 1976 Graduate of the Harvard Business School. Mr. Bachelder has served as a director since 2004 and his term as a director will expire at our annual meeting of stockholders in June 2009.

John J. Collins, Jr. was Executive Vice President of Chapdelaine GSI, a government securities firm, from 1977 to January 1987. He was Senior Vice President of Liberty Brokerage, a government securities firm, between January 1987 and November 1998. Presently, Mr. Collins is self-employed, managing a direct investment portfolio of small business enterprises for his own accounts. Mr. Collins has served as one of our directors since 1986 and his term as a director will expire at our annual meeting of stockholders in June 2009.

Eric O. Hallman was President of Naess Hallman Inc., a ship brokering firm, from 1974 to 1991 owned equally by Arne Naess and Mr. Hallman. Mr. Hallman was also affiliated between 1991 and 1992 with Finanshuset (U.S.A.), Inc., a ship brokering and international financial services and consulting concern, and was the Owners Representative of Sylvan Lawrence, the then largest privately owned commercial real estate development company in New York City, between 1992 and 1998. Between 1998 and 2000, Mr. Hallman was President of PREMCO, a real estate management company, and currently is Comptroller of the law firm Murphy, Bartol & O’Brien, LLP. Mr. Hallman has served as one of our directors since our incorporation in 1982 and his term as a director will expire at our annual meeting of stockholders in June 2009.

-7-

Table of Contents

DIRECTORS’ COMPENSATION

Members of the Board of Directors, in their capacity as directors, are reimbursed for all travel expenses to and from meetings of the Board or Committee meetings. Non-Employee or Outside Directors received $6,250 quarterly as compensation for serving on the Board and its committees, committee chairmen receive an additional $500 quarterly. In addition, Directors receive only $500 if they attend meetings by telephone, but $1,500 for meetings attended in person. There are no charitable award or director legacy programs and no deferred compensation programs for Directors. In their deliberations relating to directors’ compensation, the Compensation Committee reviewed a study conducted by the National Association of Corporate Directors and the Center for Board Leadership, entitled “2006-2007 Director Compensation Report”. Messrs. Collins, Hallman, Raleigh, Cirenza, Kreft, and Bachelder participate in our Non-Employee Directors' Option Plan and 2006 Equity Incentive Plan.

The following table sets forth compensation information for the fiscal year ended January 31, 2008 (sometimes referred to in this proxy statement as “FY08”) for each member of the Board of Directors who is not also an executive officer. Raymond J. Smith and Christopher J. Ryan, as employee directors, are not compensated for their service on our Board. Disclosures relating to compensation for Messrs. Smith and Ryan can be found in “Executive Officers – Executive Compensation” below.

DIRECTOR COMPENSATION TABLE FOR FISCAL 2008

	Name	Fees Earned or Paid in Cash*		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
		($)		($) (1)		($)(1)(2)		($)		($)		($)		($)
	(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)

A	Eric O. Hallman		34,000		11,528		--		--		--		--		45,528

B	John J. Collins		34,000		9,607		--		--		--		--		43,607

C	Michael Cirenza		34,000		11,528		--		--		--		--		45,528

D	A. John Kreft		33,000		14,310		--		--		--		--		47,310

E	Stephen Bachelder		34,000		9,607		--		--		--		--		43,607

(1)

Represents the dollar amount recognized by us for financial statement purposes for fiscal 2008 in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payments (“SFAS 123 (R)”).

(2)

At January 31, 2008 our non-employee directors owned the following unexercised options: Mr. Hallman 2,431, Mr. Collins 2,431, Mr. Cirenza 605, Mr. Kreft 6,050, Mr. Bachelder 6,050.

We currently grant stock options to our directors under our non-employee directors’ option plan (the “Directors’ Plan”), which provides for an automatic one-time grant of options to purchase 5,000 shares of common stock to each non-employee director newly elected or appointed to the Board of Directors. Under the Directors’ Plan, 60,000 shares of common stock have been authorized for issuance. Options are granted at not less than fair market value, become exercisable commencing six months from the date of grant and expire six years from the date of grant. In addition, all non-employee directors re-elected to the Company’s Board of Directors at any annual meeting of the stockholders will automatically be granted additional options to purchase 1,000 shares of common stock on each of such dates. No grants were made pursuant to the Directors’ Plan in 2008.

Table of Contents

The following table sets forth information with respect to outstanding unvested performance based awards under our 2006 Equity Incentive Plan that were made to our non-employee directors in June 2006 that are represented in the number of minimum, baseline and maximum number of shares that may be awarded at the end of the performance cycle in June 2009.

Grantee Directors	Minimum# of Shares (1)		Baseline# of Shares		Maximum # of Shares
Michael M. Cirenza		2,640		5,170		7,810
John J. Collins, Jr.		2,200		4,290		6,490
Eric O. Hallman		2,640		5,170		7,810
Stephen M. Bachelder		2,640		5,170		7,810
A. John Kreft		2,200		4,290		6,490

(1)

Based on our closing stock price on January 31, 2008, at the minimum level these awards have the following values, Messrs. Cirenza, Hallman and Bachelder: $26,030; Messrs. Collins and Kreft: $21,692.

CORPORATE GOVERNANCE

~~No officer or director is or has at any time been a defendant in any material legal proceeding involving bankruptcy, criminal activity, banking issues, commodities violations or securities issues.~~

~~Certain Relationships and Transactions~~Director Independence

~~There~~Our Board is composed of seven directors. As required under the Marketplace Rules of the NASDAQ Stock Market LLC (“NASDAQ”), a majority of the members of a NASDAQ listed company’s board of directors must qualify as “independent,” as affirmatively determined by the Company. Our Board consults with our counsel to ensure that the Board’s determinations are noconsistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent NASDAQ Marketplace Rules, as in effect from time to time.

Consistent with these considerations, after review of all relevant transactions or ~~series~~relationships between each director, or any of ~~similar transactions, either during this fiscal year 2007~~his or ~~currently proposed, to which~~her family members, our senior management and our independent registered public accounting firm, the Board affirmatively has determined that, other than Raymond J. Smith, Chairman and founder of the Company ~~was~~and Christopher J. Ryan, who is our CEO, President, General Counsel and Secretary, each of the members of our Board is an independent director for purposes of the NASDAQ Marketplace Rules. In making this determination, the Board found that none of these directors or ~~is to be a party, in which the amount involved exceeds $60,000 and in which any director, nominee~~nominees for director ~~executive officer, 5% stockholder or any immediate family member of any of the foregoing had, or will have,~~has a direct or indirect material ~~interest,~~or other ~~than Paul Smith, our Vice President of Sales, is~~disqualifying relationship with us, which, in the ~~son of Raymond Smith the Chairman~~opinion of the Board, would interfere with the exercise of ~~Directors. Other than~~independent judgment in carrying out the ~~relationship between Raymond Smith~~responsibilities of a director. The Board holds executive sessions of its independent directors when it deems necessary but at least once per year.

Board and ~~Paul Smith there are no known family relationships between any of the Company’s officers or directors.~~Committee Meetings and Attendance

~~Potential Anti-Takeover Effect~~The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. Each of these committees operates under a written charter adopted by the Board. Copies of these charters are available on our website at www.lakeland.com under the headings Financial Information – Corporate Governance. Board committee charters are also available in print to stockholders upon request, addressed to the Corporate Secretary, at 701 Koehler Avenue, Suite 7, Ronkonkoma, New York 11779.

The Board ~~of Directors has~~held seven meetings during the authority, without further approval of our stockholders, to issue preferred shares (the “Preferred Shares”) having such rights, preferences and privileges as the Board of Directors may determine. Any such issuance of Preferred Shares could, under certain circumstances, have the effect of delaying or preventing a change in controlfiscal year ended January 31, 2008. Each director attended at least 75% of the Company and may adversely affect the rights of holders of Common Stock. In addition, we are subject to Delaware statutes regulating business combinations, takeovers and control share acquisitions which might hinder or delay a change in controlaggregate of the Company. Anti-takeover provisions that could be included in the Preferred Shares when issued and the Delaware statutes regulating business combinations, takeovers and control share acquisitions can have a depressive effect on the market price of our securities and can limit stockholders’ ability to receive a premium on their shares by discouraging takeover and tender offer bids.

The Directors of the Company serve staggered three-year terms. Our Restated Certificate of Incorporation sets forth a provision that requires certain business combinations to be approved by at least two-thirds of the Company’s voting securities, unless two-thirds of the membersmeetings of the Board ~~of Directors have approved the transaction,~~ and ~~further requires approval of holders of two-thirds~~ of the ~~Company’s voting shares to amend these provisions. In addition,~~committees, on which he served, held during the period for which he was a director or committee member, respectively. The following table sets forth the standing committees of the Board, the number of meetings held by each committee and the membership of each committee during the year ended January 31, 2008.

			Nominating
			and
Name	Audit	Compensation	Governance

Michael Cirenza	Chairman	Member	Member
Alfred J. Kreft	Member	Member	Member
Stephen Bachelder	Member	Member	Chairman
Eric O. Hallman	Member	Chairman	Member
John J. Collins	Member	Member	Member
Number of Meetings held in 2008	6	3	2

Table of Contents

Audit Committee

Our Audit Committee currently consists of Michael Cirenza (Chairman), A. John Kreft, Stephen Bachelder, Eric O. Hallman and John J. Collins. The Board annually reviews the definition of independence for Audit Committee members and has determined that all members of our ~~stockholders have authorized~~Audit Committee are independent (as independence is currently defined in Rule 4350(d)(2)(A)(i) and (ii) of the NASDAQ Marketplace Rules). Our Board has determined that Mr. Cirenza is an ~~Employee Stock Ownership Plan (“ESOP”). In the past,~~“audit committee financial expert,” as such term is defined in applicable rules and regulations based on, among other ~~companies have used similar plans to hinder or prevent~~things, his education and experience as a ~~takeover situation. The Company has one contract with the CEO, Christopher J. Ryan that provides that~~partner in the ~~event~~accounting firms of ~~a change~~Grant Thornton and Anchin, Block and Anchin LP and as chief financial officer of Country Life LCC which was sold in ~~control he could receive up~~2006 and Resilien Inc. prior to ~~two years’ his annual base salary and bonus.~~ that.

The ~~Company also had, for FY2007 but not~~formal report of our Audit Committee is included in this proxy statement. The Audit Committee’s responsibilities include, among other things:

the ~~since-renewed contracts with the Chairman~~oversight of the quality of our financial statements and our compliance with legal and regulatory requirements;

the selection, evaluation and oversight of our independent registered public accountants, including conducting a review of their independence, determining fees for our independent registered public accountants, overseeing the independent registered public accountants’ audit work, and reviewing and pre-approving any non-audit services that may be performed by them;

the oversight of annual audit and quarterly reviews, including review of our consolidated financial statements, our critical accounting policies and the application of accounting principles and any material related-party transactions; and

the oversight of financial reporting process and internal controls, including a review of the adequacy of our accounting and internal controls and procedures.

Compensation Committee

Our Compensation Committee currently consists of Eric O. Hallman (Chairman), A. John Kreft, Michael Cirenza, Stephen Bachelder and John J. Collins, each of whom is an independent director (as independence is currently defined in rule 4200(a)(15) of the NASDAQ Marketplace Rules). This proxy statement includes the report of our Compensation Committee and management’s Compensation Discussion & Analysis, which focuses on executive compensation. Our Compensation Committee’s role includes setting and administering the policies governing the compensation of executive officers, including cash compensation and equity incentive programs, and reviewing and establishing the compensation of the Chief Executive Officer and other executive officers. Our Compensation Committee’s principal responsibilities, which have been authorized by the Board, are:

approving the compensation for the Chief Executive Officer and other executive officers (after considering the recommendation of our Chief Executive Officer with respect to the form and amount of compensation for executive officers other than the Chief Executive Officer);

approving the amount of and vesting of equity awards; and

advising the Board on our compensation and benefits matters, including making recommendations and decisions where authority has been granted regarding our restricted stock plan, bonuses and incentive compensation plans.

Our Compensation Committee does not delegate any of its responsibilities to other committees or persons. Participation by executive officers in the recommendation or determination of compensation for executive officers or directors is limited to (i) recommendations our Chief Executive Officer makes to our Compensation Committee regarding the compensation of executive officers other than himself and (ii) our Chief Executive Officer’s participation in Board determinations of non-employee directors.

Nominating and Governance Committee

Our Nominating and Governance Committee currently consists of Stephen Bachelder (Chairman), A. John Kreft, Michael Cirenza, Eric O. Hallman and John J. Collins, each of whom is an independent director (as independence is currently defined in Rule 4200(a)(15) of the NASDAQ Marketplace Rules). The purpose of the Nominating and Governance Committee is to identify, screen and recommend to the Board qualified candidates to serve as directors, to develop and recommend to the Board a set of corporate governance principles applicable to us, and to oversee corporate governance and other organizational matters. The Nominating and Governance Committee’s responsibilities include, among other things:

~~Index~~Table of Contents

~~Board, Raymond Smith,~~

reviewing qualified candidates to serve as directors;

aiding in attracting qualified candidates to serve on the Board;

considering, reviewing and with Vice President Paul Smith, clauses in the contracts under which in the event of change of control they could receive up to twice their annual base salaries and bonuses. These factors could have an anti-takeover effect by making it more difficult to acquire the Company by means of a tender offer, a proxy contest or otherwise or the removal of incumbent officers and directors. These provisions could delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider in his or her best interest, including those attempts that might result in a premium over the market price for the Common Stock held by our stockholders.

~~Director Independence and Other Matters~~

The board of directors has determined each of the following directors to be an “independent director” as such term is defined in Rule 4200(a)(15) of the listing standards of the National Association of Securities Dealers or (“NASD”): John Kreft, John J. Collins, Eric O. Hallman, Stephen Bachelder, and Michael Cirenza.

The board has also determined that each member of the three committees of the board meets the independence requirements applicable to those committees prescribed by the NASD and the Securities and Exchange Commission (“SEC”). The board has further determined that Michael Cirenza, the Chairman of the Audit Committee, is an “audit committee financial expert”, as such term is defined in Items 401(h) and 407(d)(5) of Regulation S-K promulgated by the SEC.

~~Board Attendance~~

Each member of the Board of Directors is expected to make a reasonable effort to attend all meetings of the Board of Directors, all applicable committee meetings, and each annual meeting of shareholders. While no formal policyinvestigating (including with respect to ~~attendance has been adopted, attendance at these meetings is encouraged~~potential conflicts of interest of prospective candidates) and ~~expected. All members of~~either accepting or rejecting candidates suggested by our stockholders, directors, officers, employees and others;

recommending to the full Board ~~of Directors attended the June 2006 Annual Meeting of Shareholders~~nominees for new and ~~each of the current members of the Board of Directors is expected to attend the June 20, 2007 Annual Meeting of Shareholders. During fiscal 2007, the Board of Directors met~~vacant positions on ~~five occasions. All directors attended at least seventy-five percent of the aggregate number of meetings of~~ the Board and providing profiles of the qualifications of the candidates;

Monitoring our overall corporate governance and corporate compliance program;

reviewing and adopting policies governing the qualification and composition of the Board;

recommending remuneration for non-employee Board ~~committees on which they served.~~members;

reviewing and making recommendations to the Board regarding Board structure, including establishing criteria for committee membership, recommending processes for new Board member orientation, and reviewing and monitoring the performance of incumbent directors;

~~COMMITTEES OF THE~~ B~~OARD OF DIRECTORS~~

1- ~~The Audit Committee~~ ~~was formed in September, 1987 and is responsible for~~ recommending to the Board action with respect to implementing resignation, retention and retirement policies of ~~Directors~~ the ~~appointment~~Board;

Chairman, CEO and Lead Independent Director. The offices of Chairman and Chief Executive Officer are held by two different people. In our case the Chairman is not an independent director, thus the Board’s policy is to designate one of the ~~nominating committee’s charter is available on~~independent directors to serve as the ~~Company’s website~~Lead Independent Director to preside at ~~www.lakeland.com.~~

~~Compensation Committee Interlocks and Insider Participation~~

~~Members~~executive sessions of the ~~Compensation Committee are~~ independent outside directors who do not serve in any other capacity with respect to the Company or any of its subsidiaries. The members of the Compensation Committee are Eric O. Hallman (Chairman), John Kreft, John J. Collins, Jr., Michael E. Cirenza and Stephen M. Bachelder. No Lakeland executive officer has ever served or presently serves on the compensation committee (or equivalent), or board of directors of another entity whose executive officers(s) served on Lakeland’s Compensation Committee. Messrs. Collins and Hallman were partners of POMS Holding Co. and Messrs. Collins, and Hallman were members of River Group Holding Co., LLC, and An Qiu Holding Co., LLC. See “Certain Relationships and Related Transactions”.directors.

The information contained in the reports of the audit committee and the compensation committee shall not be deemed to be “soliciting material,” or to be “filed” with the SEC or subject to Regulation 14A other than as provided in SEC Regulation S-K, Item 407, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

~~Index~~Table of Contents

~~REPORT OF TH~~E ~~AUDIT COMMITTEE~~Executive Session of Independent Directors. The Board’s current practice is to hold an executive session of its independent directors at least once a year. In FY 2008, the independent members of our Board met in executive session three times.

Independent Advisors. The Board and each committee has the power to hire independent legal, financial or other advisors at any time as they deem necessary and appropriate to fulfill their Board and committee responsibilities.

Directors Are Subject to our Code of Conduct. Board members must act at all times in accordance with the requirements of our Code of Conduct. This obligation includes adherence to our policies with respect to conflicts of interest, ethical conduct in business dealings and respect for and compliance with applicable law. Any requested waiver of the requirements of the Code of Conduct with respect to any individual director or executive officer must be reported to, and subject to, the approval of the Board, or the Audit Committee.

Board Engagement. The Board has regularly scheduled presentations from our finance, products, sales and marketing departments. The Board’s annual agenda also includes, among other items, the long-term strategic plan for us as well as management succession planning.

No Corporate Loans. Our stock plans and practices prohibit us from making corporate loans to employees for the exercise of stock options or for any other purpose.

New Director Orientation. New directors are provided with orientation information designed to familiarize new directors with our businesses, strategies and challenges, and to assist new directors in developing and maintaining the skills necessary or appropriate for the performance of their responsibilities.

Code of Conduct

The ~~following Report~~Board adopted our Code of Conduct on December 1, 2000 that applies to all officers, directors and employees. The Code of Conduct is available on our website at www.lakeland.com under the headings “Financial Information/Corporate Governance.” Amendments to, and waivers from, the Code of Conduct will be disclosed at the same website address provided above and in such filings as may be required pursuant to applicable law or listing standards. We intend to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding certain amendments to, or waivers from a provision of this code of ethics by posting such information on our website at www.lakeland.com under “Corporate Governance”.

Whistleblower Procedures

In accordance with the Sarbanes-Oxley Act of 2002, the Audit Committee ~~does not constitute soliciting material~~has established procedures for the receipt, retention and ~~should not be deemed filed~~treatment of complaints regarding accounting, internal accounting controls or ~~incorporated~~auditing matters and for the confidential, anonymous submission by ~~reference into any~~our employees of concerns regarding accounting or auditing matters. We have established a confidential email and hotline for employees to report violations of our ~~filings under the Securities Act~~Code of ~~1933~~Conduct or ~~the Securities Exchange Act of 1934, except~~other company policy and to ~~the extent that we specifically incorporate this Report by reference therein.~~report any ethical concerns.

During the winter of 2000, the Audit Committee of the Board of Directors developed a charter for the Committee, which was approved by the full Board of Directors on June 21, 2000. The complete text of this charter, which reflects standards set forth inDirector and Executive Officer Stock Transactions

Under the regulations of the SEC, directors and ~~NASDAQ rules, is for your information reproduced in Appendix A in this Proxy Statement.~~

~~As set forth in more detail in~~executive officers are required to file notice with the ~~charter,~~SEC within two (2) business days of any purchase or sale of the ~~Audit Committee’s primary duties and responsibilities fall into three broad categories:~~Company’s stock. Information on filings made by any of our directors or executive officers can be found on the Company’s website at http://www.lakeland.com under “Investor Relations” then “Insiders.”

~~First, the Committee serves as an independent and objective party to monitor our financial reporting process and internal control system;~~RECOMMENDATION

Second, the Committee is responsible for reviewing and appraising the audit efforts of our independent accountants and internal auditing department; this includes matters concerning the relationship between the Company and its outside auditors, including recommending their appointment or removal; reviewing the scope of their audit services and related fees, as well as any other services being provided to us and determining whether the outside auditors are independent (based in part on the annual letter provided to us pursuant to Independence Standards Board Standard No. 1); andTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE

ELECTION OF THE BOARD’S THREE NOMINEES IDENTIFIED ABOVE

~~Third, to provide an open avenue of communication among the independent accountants, financial and senior management, and the Board of Directors.~~

The Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under the Committee’s charter. To carry out its responsibilities, the Committee met five times during the year ended January 31, 2007.

In overseeing the preparation of our financial statements, the Committee met with both management who has the primary responsibility for the financial statements, the reporting process and the systems of internal control, and our outside auditors who are responsible for expressing an opinion on the conformity of our audited financial statements under generally accepted auditing standards, and reviewing and discussing all financial statements under generally accepted auditing standards, and reviewing and discussing all financial statements prior to their issuance and to discussing significant accounting issues. Management advised the Committee that all financial statements were prepared in accordance with generally accepted accounting principles, and the Committee discussed the statements with both management and the outside auditors. The Committee’s review included discussion with the outside auditors of matters required to be discussed pursuant to Statement on Auditing Standards No. 61 and No. 90, “Communication with Audit Committees”, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

With respect to our outside auditors, the Committee, among other things, discussed with Holtz Rubenstein Reminick, LLP matters relating to its independence, including the disclosures made to the Committee and received written disclosure and the letter from the independent auditors as required by the Independence Standards Board Standard No.IN PROPOSAL NO. 1 ~~“Independence Discussions with Audit Committees”, as adopted by the Public Company Accounting Oversight Board in Rule 3600T.~~

The Audit Committee includes at least one independent director who is determined by the Board to meet the qualifications of an “audit committee financial expert” in accordance with SEC Rules. Michael E. Cirenza is the independent director who has been determined to be an audit committee financial expert. Stockholders shouldON THE WHITE PROXY CARD

~~Index~~Table of Contents

~~understand~~PROPOSAL NO. 2

AMENDMENTS TO LAKELAND’S

RESTATED CERTIFICATE OF INCORPORATION TO

ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENTS

CONTAINED THEREIN APPLICABLE TO THE APPROVAL

OF CERTAIN BUSINESS COMBINATIONS

The Board of Directors recommends that ~~this designation~~Lakeland’s Restated Certificate of Incorporation be amended to repeal the supermajority voting requirements contained in Article TWELFTH that are applicable to the approval of certain business combinations. Article TWELFTH of Lakeland’s Restated Certificate of Incorporation currently requires a 66 2/3% supermajority vote of the outstanding shares of Lakeland’s common stock for the approval of certain business combinations with persons who beneficially own more than five percent (5%) of Lakeland’s common stock (each, a “Related Person”), unless the transaction is approved by the affirmative vote of 66 2/3% of the directors who were directors prior to the acquisition of the more than five percent (5%) beneficial ownership by such Related Persons.

Supermajority voting requirements, like those contained in Article TWELFTH of Lakeland’s Restated Certificate of Incorporation, applicable to the approval of certain business combinations, are a form of anti-takeover measure designed to help companies defend against and inhibit abusive conduct on the part of a potential acquirer and are intended to protect stockholders against practices that do not treat all stockholders fairly and equally, including, among other types of transactions, inadequate or coercive, two-tiered tender offers and self-dealing transactions. In a coercive, two-tiered tender offer, a potential acquirer will offer one price for the shares needed to gain a “toehold” or control of a target company and then offer a lower price or other less favorable consideration for the remaining shares, thereby creating pressure for stockholders to tender their shares for the tender offer price, regardless of their value.

Accordingly, Lakeland’s supermajority voting requirements applicable to business combinations were designed to provide safeguards to:

(i) ensure that a proposal from a Related Person expected to result in a business combination would have to be scrutinized and approved by the disinterested directors on the Lakeland Board;

(ii) encourage a potential acquirer, considering an ~~SEC disclosure~~unsolicited bid to acquire Lakeland, to negotiate with the Lakeland Board in arm’s-length discussions;

(iii) preserve the ability of the Lakeland Board to properly evaluate an acquisition offer and determine whether such an offer reflects the full value of Lakeland and is fair to, and in the best interests of, all stockholders;

(iv) enhance negotiating leverage of the Lakeland Board to engage in discussions with a potential acquirer; and

(v) protect Lakeland’s stockholders from the use of unfair, abusive and coercive takeover tactics.

Section 203 of the Delaware General Corporation Law ("DGCL") contains provisions that provide similar protection to those provided by Article TWELFTH of Lakeland’s Restated Certificate of Incorporation. Section 203 of the DGCL was enacted in 1988. Accordingly, when the supermajority voting requirement ~~related~~for the approval of certain business combinations that is now contained in Article TWELFTH of Lakeland’s Restated Certificate of Incorporation was adopted in 1986, Section 203 of the DGCL had not yet been enacted.

The Lakeland Board considered the protection afforded by Section 203 of the DGCL as compared to ~~Mr. Cirenza’s experience~~that provided by the supermajority voting requirements contained in Article TWELFTH of Lakeland’s Restated Certificate of Incorporation and ~~understanding~~concluded that the protection afforded by Section 203 is sufficient, and that a separate protective provision in Lakeland’s Restated Certificate of Incorporation is no longer necessary. The Lakeland Board still believes that the supermajority voting requirements contained in Lakeland’s Restated Certificate of Incorporation provide some protection against self-interested actions by one or a few large stockholders and encourage persons considering unsolicited acquisition bids for Lakeland to negotiate with the Lakeland Board to reach terms that are fair to, and in the best interest of, all stockholders. However, the Lakeland Board believes that notwithstanding the safeguards provided by the supermajority voting requirements, they can be eliminated without posing unacceptable risks to Lakeland’s stockholders.

The Lakeland Board recognizes the growing public sentiment that suggests that supermajority voting requirements applicable to business combinations conflict with principles of good corporate governance and that their elimination would increase the Lakeland

Table of Contents

Board’s accountability to its stockholders. The Lakeland Board considered the views of some investors that supermajority voting requirements limit the ability of stockholders to participate effectively in corporate governance. According to such views, the requirement of a supermajority vote can limit the ability of a majority of the stockholders at any particular time to effect change by, in effect, providing a veto to a large minority stockholder or group of stockholders. Accordingly, that view holds that a lower threshold for stockholder votes can increase stockholders’ ability to participate effectively in corporate governance.

The Lakeland Board also considered the potential effect that supermajority voting requirements applicable to business combinations could have in hindering or discouraging potential acquirers that would otherwise consider acquiring Lakeland pursuant to a transaction that could potentially be in the best interests of, and at a price that is fair to and maximizes value for, our stockholders. As the Lakeland Board is committed to acting, at all times, in the best interests of all of Lakeland’s stockholders, and to continuing to enhance, grow and maximize stockholder value, the Lakeland Board believes that continuing to include supermajority voting requirements in the Restated Certificate of Incorporation with respect to ~~certain accounting~~business combination transactions would be inconsistent with the Lakeland Board’s guiding principle of maximizing stockholder value.

Weighing the various considerations discussed above, the Lakeland Board, after consultation with its Nominating and ~~auditing matters.~~ Governance Committee, adopted resolutions approving and declaring advisable, and in the best interests of Lakeland’s stockholders, and has recommended for stockholder approval, the proposed amendments to Lakeland’s Restated Certificate of Incorporation to repeal Article TWELFTH of Lakeland’s Restated Certificate of Incorporation and to conform Article ELEVENTH thereof to reflect the repeal of Article TWELFTH and, accordingly, eliminate the supermajority voting requirement of Article ELEVENTH applicable to amendments to Article TWELFTH.

The ~~designation~~Lakeland Board’s proposal, if adopted, would reduce the stockholder approval threshold for the approval of all business combinations, including business combinations with Related Persons, to a simple majority vote of Lakeland’s outstanding shares, subject to Section 203 of the DGCL. Attached to this proxy statement as Annex A is a marked version of Articles ELEVENTH and TWELFTH of Lakeland’s Restated Certificate of Incorporation, which reflects the proposed changes, with deletions indicated by strikeouts, and additions indicated by underlining (the “Simple Majority Vote Amendments”). The description of the Simple Majority Vote Amendments contained in this proxy statement is only a summary of the material terms and provisions of the Simple Majority Vote Amendments and, accordingly, does not ~~impose on Mr. Cirenza any duties, obligations~~purport to be complete and is subject to, and qualified in its entirety by, the full text of such amendments contained in Annex A.

The Repeal of the Supermajority Voting Requirements for the Approval of Certain Business Combinations

Article TWELFTH of Lakeland’s Certificate of Incorporation requires the affirmative vote of at least 66 2/3% of the outstanding shares of Lakeland common stock to approve certain business transactions involving Lakeland and a Related Person. The Simple Majority Vote Amendments would repeal Article TWELFTH of Lakeland’s Restated Certificate of Incorporation in its entirety. The restrictions contained in Article TWELFTH apply to the following transactions between a Related Person and Lakeland:

(1) A merger or ~~liability that are greater~~consolidation;

(2) Any sale or exchange of all or a substantial part (more than ~~those that are generally imposed on him~~ten percent (10%)) of the book value or fair market value) of the assets of Lakeland and its subsidiaries, taken as a ~~member~~whole; or

(3) The issuance, sale, exchange, transfer, or other disposition by Lakeland of ~~the Audit Committee and the Board, and his designation as an audit committee financial expert pursuant to this SEC~~any of its securities.

The 66 2/3% voting requirement does not ~~affect~~apply to transactions approved by a vote of 66 2/3% of the ~~duties, obligations~~directors who were directors before the Related Person became a Related Person. Nor does it apply to any transaction solely between Lakeland and another corporation fifty (50%) percent or ~~liability~~more of the voting stock of which is owned by Lakeland.

Article ELEVENTH of Lakeland’s Restated Certificate of Incorporation currently requires the affirmative vote of at least 66 2/3% of the outstanding shares of Lakeland common stock in order to amend or repeal Article TWELFTH of Lakeland’s Restated Certificate of Incorporation. In light of the proposal to repeal Article TWELFTH of Lakeland’s Restated Certificate of Incorporation, the Simple Majority Vote Amendments would also conform Article ELEVENTH to reflect the repeal of Article TWELFTH and, accordingly, eliminate the supermajority voting requirement of Article ELEVENTH applicable to amendments to Article TWELFTH.

Table of Contents

Effect of the Simple Majority Vote Amendments

The repeal of Article TWELFTH will have two principal effects on stockholder voting: First, those transactions covered by Article TWELFTH that would otherwise require a stockholder vote under the DGCL would now generally only require the vote of the holders of a majority of Lakeland’s outstanding common stock, rather than an a 66 2/3% percent supermajority vote. Second, the Lakeland Board of Directors will be able to effect, without obtaining stockholder approval, those transactions covered by Article TWELFTH that do not otherwise require stockholder approval under the DGCL.

Continued Applicability of Section 203 of the DGCL

Lakeland will continue to be subject to the protections of Section 203 of the DGCL without regard to whether the proposed amendments are approved. Section 203 provides, in general, that a transaction constituting a "business combination" within the meaning of Section 203 involving a person owning 15 percent or more of Lakeland’s common stock (referred to as an "interested stockholder"), cannot be completed for a period of three years after the date the person became an interested stockholder unless the following occurs:

(1) the Lakeland Board approved either the business combination or the transaction that resulted in the person becoming an interested stockholder prior to such business combination or transaction,

(2) upon consummation of the transaction that resulted in the person becoming an interested stockholder, that person owned at least 85 percent of our outstanding voting stock (excluding shares owned by persons who are directors and also officers of Lakeland and shares owned by certain Lakeland employee benefit plans), or

(3) the business combination was approved by the Lakeland Board and by the affirmative vote of at least 66 2/3% of Lakeland’s outstanding common stock not owned by the interested stockholder.

Vote Required for Approval

The affirmative vote of at least 66 2/3% of the outstanding shares of Lakeland’s common stock entitled to vote at the Annual Meeting will be required for approval of the Simple Majority Vote Amendments. While abstentions are counted as present at the Annual Meeting for purposes of this proposal, an abstention on the proposal is not an affirmative vote and, accordingly, abstentions will have the same effect as votes against the proposal. This proposal will qualify for the broker “routine vote” under NASDAQ Marketplace Rules. This permits brokers to vote FOR the proposal on behalf of any ~~other member~~of their customers who do not return instructions. Broker non-votes will have no effect on the approval of this proposal. Proxies that are granted without providing voting instructions will be voted FOR the approval of this proposal.

Effective Time of the ~~Audit Committee.~~Simple Majority Vote Amendments

OnIf the ~~basis of these reviews and discussions, the Committee recommended to~~Simple Majority Vote Amendments are approved by our stockholders, the Board of Directors ~~that~~will restate Lakeland’s Restated Certificate of Incorporation to reflect the ~~Board approve~~Simple Majority Vote Amendments. The resulting Amended and Restated Certificate of Incorporation (reflecting the ~~inclusion~~Simple Majority Vote Amendments) will become effective upon being executed, acknowledged, filed and recorded with the Secretary of State of the State of Delaware in accordance with the DGCL, which Lakeland intends to undertake promptly following stockholder approval of the Simple Majority Vote Amendments.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE SIMPLE MAJORITY VOTE AMENDMENTS TO REPEAL THE SUPERMAJORITY VOTING REQUIREMENTS CONTAINED IN THE LAKELAND RESTATED CERTIFICATE OF INCORPORATION APPLICABLE TO THE APPROVAL OF CERTAIN BUSINESS COMBINATIONS.

Table of Contents

PROPOSAL NO. 3

RATIFICATION OF SELECTION OF HOLTZ RUBENSTEIN REMINICK LLP

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our ~~audited~~Board has selected Holtz Rubenstein Reminick LLP, or (“HRR”), as our independent registered public accounting firm to audit our consolidated financial statements infor the ~~Company’s~~fiscal year ending January 31, 2009, and has directed that management submit the selection of HRR as our independent registered public accounting firm for ratification by the stockholders at the Annual ~~Report on Form 10-K for~~Meeting. HRR has audited our consolidated financial statements since the fiscal year ended January 31, ~~2007, for filing with~~2005. A representative of HRR is expected to be present at the ~~SEC. The Committee~~Annual Meeting and ~~the Board have also recommended~~will be available to respond to appropriate questions from our stockholders and will be given an opportunity to make a statement if he or she desires to do so.

Stockholder ratification of the selection of HRR as our independent ~~auditors.~~

~~THE AUDIT COMMITTEE~~:

~~Michael E. Cirenza~~

~~John J. Collins, Jr.~~

~~Eric O. Hallman~~

~~Stephen M. Bachelder~~

~~John Kreft~~

~~Fees billed~~registered public accounting firm is not required by our Bylaws or otherwise. However, the Audit Committee is submitting the selection of HRR to the ~~Company~~stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee may in its discretion direct the appointment of different independent registered public accountants at any time during the year if they determine that such a change would be in the best interests of us and our stockholders.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote will be required to ratify the selection of HRR. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

“FOR” RATIFICATION OF THE SELECTION OF

HOLTZ RUBENSTEIN REMINICK LLP AS OUR

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

17
Table of Contents
Fees Paid to Holtz Rubenstein Reminick LLP

For the fiscal years ended January 31, 2008 and January 31, 2007, the total fees we incurred for services by our independent registered public accounting firm, Holtz Rubenstein Reminick LLP, ~~for the years ended January 31, 2007 and 2006:~~were as follows:

~~The Company incurred the fees shown in the following table for professional services provided by Holtz Rubenstein Reminick LLP (“HRR”) for 2007 and 2006:~~

	2007			2008

Audit Fees (1)	$	261,720		$	292,000
Tax Preparation Fees(2)		30,000			35,000
All Other Fees		43,050	(b)		74,000	(b)
Total	$	334,770		$	401,000

HRR
HRR

2007
2006

Audit Fees (1) $261,720 $191,693
Tax Fees (2) 64,550 34,866
Acquisition Audit ----- 17,520
All Other Fees (3)
8,500
6,100

Total $334,770 $250,179

~~Audit Fees:~~

(1)

~~Audit fees include~~Fees for professional services rendered in connection with the audit of ~~the Company’s~~our annual financial statements ~~and~~in our Forms 10-K, including income tax provision procedures, the ~~review~~reviews of the ~~Company’s quarterly~~ financial statements included in our Forms 10-Q, services related to acquisitions, overseas statutory audits, consents to Securities and Exchange Commission (the “SEC”) filings, assistance with review of documents filed with the ~~Quarterly Reports on Form 10-Q. Also includes expense reimbursements.~~SEC, and attestation-related services in connection with Section 404 of the Sarbanes-Oxley Act of 2002.

(2)

~~Tax fees relate to the preparation of~~Fees for professional services rendered in connection with tax ~~returns and other~~services including tax compliance, ~~activities.~~

~~All other fees consist of charges for regulatory advisory services~~tax advice and ~~expense reimbursement.~~tax planning, as follows:

a.
Tax Compliance/Preparation Fees: $30,000 and $35,000 for 2007 and 2008, respectively, representing fees in connection with tax compliance preparation services including assistance in the preparation of our U.S. federal, state and local tax returns as well as international subsidiaries returns, tax audits and appeals, and tax services for employee benefit plans; and

Tax Consulting Fees: $34,550 and $48,855 (included in “All Other Fees”, above) for 2007 and 2008, respectively, representing fees in connection with tax consulting services including tax advice related to an IRS audit, mergers and acquisitions and restructuring of foreign operations.

The Audit Committee determined that the rendering of non-audit services by HRR was compatible with maintaining HRR’s independence.

Financial Information Systems Design and Implementation ~~Fees:~~Fees

During the years ended January 31, ~~2007~~2008 and ~~2006,~~2007, Holtz Rubenstein Reminick LLP rendered no professional services to us in connection with the design and implementation of financial information systems.

~~Index~~

Audit Committee Pre-Approval Policy

~~Proposal 2~~

~~RATIFICATION~~ O~~F AUDITORS~~

~~(Item 3 on Proxy Card)~~

In accordance with applicable laws and regulations, the Audit Committee reviews and pre-approves any non-audit services to be performed by our independent registered public accounting firm to ensure that the work does not compromise their independence in performing their audit services. The ~~Board~~Audit Committee generally also reviews and pre-approves all audit, audit related, tax and all other fees, as applicable. In some cases, pre-approval is provided by the full committee for up to a year, and relates to a particular category or group of ~~Directors, on~~services and is subject to a specific budget and SEC rules. In other cases, the ~~recommendation~~chairman of the Audit Committee has ~~appointed~~ the delegated authority from the committee to pre-approve additional services, and such pre-approvals are then communicated to the full Audit Committee at its next meeting

AUDIT COMMITTEE REPORT

The following is the report of the Audit Committee of the Board of Directors of Lakeland Industries, Inc., describing the Audit Committee’s responsibilities and practices, specifically with respect to matters involving Lakeland’s accounting, auditing, financial reporting and internal control functions. Among other things, the Audit Committee reviews and discusses with management and with Lakeland’s independent registered public accounting firm the results of Lakeland’s year-end audit, including the audit report and audited financial statements. We, the members of the Audit Committee of the Board, are presenting this report for the fiscal year ended January 31, 2008.

Table of Contents

The Audit Committee acts pursuant to a written charter that was originally adopted by the Board in 2001. The Nominating and Governance Committee and the Board consider membership of the Audit Committee annually. The Audit Committee reviews and assesses the adequacy of its charter annually. The Audit Committee held five meetings during the fiscal year ended January 31, 2008.

All members of the Audit Committee are independent directors, qualified to serve on the Audit Committee pursuant to NASDAQ Marketplace Rules. In accordance with its charter, the Audit Committee oversees accounting, financial reporting, internal control over financial reporting, financial practices and audit activities of Lakeland and its subsidiaries. Except for Mr. Cirenza, the other Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the independent registered public accounting firm. The Audit Committee provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm, and the experience of the Audit Committee’s members in business, financial and accounting matters. The Audit Committee relies, without independent verification, on the information provided by Lakeland and on the representations made by management that the financial statements have been prepared with integrity and objectivity, on the representations of management, and the opinion of the independent registered public accounting firm that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP.

In connection with its review of Lakeland’s audited financial statements for the fiscal year ended January 31, 2008, the Audit Committee reviewed and discussed the audited financial statements with management and discussed with Holtz Rubenstein Reminick LLP ~~(hereinafter referred to as “HRR”~~(“HRR”) ~~as our~~, Lakeland’s independent registered public accounting firm, the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU §380). The Audit Committee received the written disclosures and the letter from HRR required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with HRR its independence from Lakeland. The Audit Committee has also considered whether the provision of certain permitted non-audit services by HRR is compatible with their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in Lakeland’s Annual Report on Form 10-K for ~~the~~its fiscal year ~~ending~~ended January 31, 2008, ~~and recommends that~~for filing with the stockholders vote “FOR” ratification of such appointment. It is expected that a representative of HRR will be present at the Meeting and will have the opportunity to make a statement and will be available to respond to appropriate questions.SEC.

Stockholder ratification of the appointment of HRR as our registered public accounting firm is not required by our by-laws or other applicable legal requirement. However, the Board is submitting the appointment of HRR to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment,During Fiscal 2008, the Audit Committee met with management and Lakeland’s independent registered public accountants and received the results of the audit examination, evaluations of Lakeland’s internal controls and the ~~Board will reconsider whether~~overall quality of Lakeland’s financial organization and financial reporting. The Audit Committee also meets at least once each quarter with Lakeland’s independent registered public accountants and management to review Lakeland’s interim financial results before the publication of Lakeland’s quarterly earnings press releases. The Audit Committee believes that a candid, substantive and focused dialogue with the independent registered public accountants is fundamental to the committee’s responsibilities. To support this belief, the Audit Committee meets separately with the independent registered public accountants without the members of management present on at least an annual basis.

The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by Lakeland regarding accounting, internal accounting controls, or ~~not~~auditing matters, including the confidential, anonymous submission by Lakeland employees, received through established procedures, of concerns regarding questionable accounting or auditing matters. We have established a confidential email and hotline for employees to ~~retain that firm. Even if the appointment is ratified, the Board may direct the appointment~~report violations of ~~a different independent accounting firm at~~Lakeland’s Code of Conduct or other company policies and to report any ~~time during the one year period if it determines that such a change would be in our best interests and in the best interests of our stockholders.~~ethical concerns.

~~Ratification of the appointment of auditors requires a majority of the votes cast thereon. Abstentions with respect to~~The information contained in this ~~proposal have the same effect as a vote against the proposal. Broker non-votes with respect to this proposal will~~report shall not be ~~counted~~deemed “soliciting material” or to be “filed” with ~~regard~~the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to ~~this proposal.~~the extent that Lakeland specifically incorporates it by reference into such filing.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF HOLTZ RUBENSTEIN REMINICK LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS.~~

Audit Committee:

Michael Cirenza (Chairman)

A. John Kreft

John J. Collins

Stephen Bachelder

Eric O. Hallman

1519

~~Index~~Table of Contents

EXECUTIVE COFFICERS~~OMPENSATION~~

Our Executive Officers are appointed by our Board and serve at their discretion. Set forth below is information regarding our current Executive Officers:

Name	Position	Age

Christopher J. Ryan	Chief Executive Officer, President, General Counsel and Secretary	56
Gregory Willis	Executive Vice President	51
Gary Pokrassa	Chief Financial Officer	60
Harvey Pride, Jr.	Senior Vice President, Manufacturing	61
Paul Smith	Vice President, Sales	41
Gregory Pontes	Vice President, Manufacturing	41

Biographical information regarding our Executive Officers can be found in our Annual Report on Form 10-K for the fiscal year ended January 31, 2008.

EXECUTIVE COMPENSATION

We currently qualify as a “smaller reporting company” as such term is defined in Rule 405 of the Securities Act of 1933, as amended, and Item 10 of Regulation S-K. Accordingly, and in accordance with relevant Securities and Exchange Commission rules and guidance, we have elected, with respect to the disclosures required by Item 402 (Executive Compensation) of Regulation S-K, to comply, in some cases, with the requirements applicable to larger companies and, in other cases, with the disclosure requirements applicable to smaller reporting companies. The following Executive Compensation Overview is not comparable to the “Compensation Discussion and Analysis” that is required of SEC reporting companies that are not smaller reporting companies.

Executive Compensation Overview

~~Compensation Discussion and Analysis~~

Compensation Committee. The Compensation Committee of the board of directors (the “Committee”) assists the board of directors of the Company in discharging its responsibilities relating to compensation of the Company’s executive officers and supervision of the Company’s Restricted Stock and 401-K Plans. The Committee reports to the board of directors and is responsible for:

developing guidelines for, and reviewing the compensation and performance of, the Company’s executive officers;

evaluating the executive officers’ performance in light of these goals and objectives; and

making recommendations to the board of directors regarding the management contracts of executive officers when they are proposed or renewed.

The Committee also is responsible for approving the compensation of the Chief Executive Officer.

Compensation Philosophy and Objectives. The Company seeks to pay its executive officers total compensation that is competitive with other companies of comparable size and complexity. Generally, the types of compensation and benefits provided to the Chief Executive Officer and other executive officers are comparable to those provided to other executive officers of small cap, publicly traded and similarly sized companies in the industry in which the Company operates.

The compensation policies of the Company are designed to:

attract, motivate and retain experienced and qualified executives,

increase the overall performance of the Company,

Table of Contents

increase stockholder value, and

~~incentivize~~Incentivize the executive officers to achieve the highest level of Company financial performance.

While the Company seeks to maintain competitive compensation arrangements for its executives, it also strongly believes that the competitiveness of the compensation packages should be based on the total compensation achievable by the executive officers and that a large portion of that compensation should be linked to the performance of the Company. Accordingly, the executive compensation packages provided to the Chief Executive Officer and the other executive officers are structured to include, among other things and in addition to base salary and ~~fringe~~ benefits, equity incentives. A reasonable portion of the compensation packages for executive officers is in the form of Restricted Stock grants, which are intended to provide incentives to executive officers to achieve long-term growth in the price of the Company’s common stock and additionally annual cash bonus opportunities, which are intended to reward executive officers for meeting annual financial performance goals. Overall compensation levels are set such that, for executive officers to achieve a competitive compensation level, there must be both growth in the market price of the Company’s common stock and growth in the Company’s earnings and revenues at rates that equal or exceed the recent growth rate of the Company’s earnings and ~~revenues and the~~revenues. The determination that such goals have been met and merit pay-outs pursuant to the incentive-portion of the overall compensation rests with the Committee.

The Committee believes that executive officer compensation should seek to align the interests of executives with those of the Company’s stockholders, by seeking to reward long-term growth (not short term) in the value of the Company’s common stock and to reward the achievement of annual financial goals by the Company. The incentive components of compensation, Restricted Stock grants and annual cash bonuses, for executive officers are linked to corporate financial performance as well as individual goals. This is intended to keep the executive team focused on the core goal of overall long term corporate performance.

~~Index~~

When setting or recommending compensation levels, the Committee considers the overall performance of the Company, the individual performance of each of the executive officers, and their individual contributions to and ability to influence the Company’s performance, and also seeks to encourage teamwork amongst the executives. The Committee believes that the level of total compensation, including base ~~salaries plus bonuses and Restricted Stock~~salary, bonus, restricted stock grants and ~~fringe and other~~ benefits, of executives should generally be maintained to compete with other public and private companies of comparable size and complexity. The Committee bases its determinations on a variety of factors, including the personal knowledge of market conditions that each member of the Committee has gained in his own experience managing businesses, salary surveys available to the Company, the knowledge of the Chief Executive Officer and other executives as to local market conditions, and information learned regarding the compensation levels at other small cap companies in the industrial apparel industry and other similarly sized businesses. The Committee periodically evaluates the types and levels of compensation paid by the Company to ensure that it is able to attract and retain qualified executive officers and that their compensation remains comparable to compensation paid to similarly situated executives in comparable companies.

The following describes in more specific terms the elements of compensation that implement the compensation philosophy and objectives described above, with specific reference to compensation earned by the named executive officers for ~~FY2007.~~the fiscal year ended January 31, 2008.

Base Salaries. ~~Base salaries~~The base salary of each of our named executive officers ~~are determined~~is fixed pursuant to the terms of their respective employment agreements with us at the time a person initially becomes an executive officer by evaluating the responsibilities of the position, the experience and knowledge of the individual and the competitive marketplace at that time for executive talent, including a comparison to base salaries for comparable positions (considered in the context of the total compensation paid by such companies). Salaries are reviewed from time to time thereafter, generally in connection with the expiration of employment agreements or when other considerations warrant such consideration in the discretion of the Committee and board of directors, considering the foregoing factors as well as the executive’s performance and the other factors considered in setting total compensation described above.

When salary adjustments are considered, they are made in the context of the total compensation for executive officers, consistent with the core principles discussed earlier in this Compensation Discussion and Analysis. In each case, the participants involved in recommending and approving salary adjustments consider the performance of each executive officer, including consideration of new responsibilities and the previous year’s corporate performance. Individual performance evaluations take into account such factors as achievement of specific goals that are driven by the Company’s strategic plan and attainment of specific individual objectives. The factors impacting base salary levels are not assigned specific weights but are considered as a totality, against the backdrop of the Company’s overall compensation philosophy, and salary adjustments are determined in the discretion of the Committee and the board of directors. All base salaries paid in ~~FY2007~~FY08 were set in prior years; no base salary adjustments were made in ~~FY2007,~~FY07, for those executive officers under contract.

Bonuses. The Company has historically paid annual bonuses to its executive officers based on corporate performance, as

Table of Contents

measured by reference to factors which the Committee believes reflect objective performance criteria over which management generally has the ability to exert some degree of ~~control with the exception~~control. For each of ~~Harvey Pride, the Sr. VP of Manufacturing,~~our named executive officers, all cash bonuses are at the discretion of the Committee. ~~Mr. Pride’s cash bonuses, although at the discretion of the Committee, have specifically emphasized cost savings and expense reduction of the business areas he oversees.~~

~~Index~~

Restricted Stock Grants. A third component of executive officers’ compensation is grants of Restricted Shares of common stock issued pursuant to the 2006 Equity Incentive Plan. The Committee or the full Board of Directors grants Restricted Stock to the Company’s executives in order to align their interests with the interests of the stockholders. In ~~FY2007,~~the fiscal year ended January 31, 2008, no option grants to the Company’s directors and executive officers were ~~made by the full Board of Directors.~~made. Stock grants are considered by the Company to be an effective long-term incentive because the executives’ gains are linked to increases in stock value, which in turn provides stockholder gains. Restricted Stock is granted to executive officers in accordance with the terms of the 2006 Equity Incentive Plan approved by the Company’s shareholders in FY06. The full benefit of the Restricted Stock grants is realized only as a result of appreciation of the stock price in future periods, thus providing an incentive to create value for the Company’s stockholders through appreciation of stock price. The ~~vesting schedule for the~~ Restricted Stock granted to executive officers is“cliff” vest at the end of three years, which the Company believes makes the grants a more effective retention incentive.

Restricted Stock grants made to the executive officers in ~~FY2007 reflect~~the fiscal year ended January 31, 2007 reflected the significant individual contributions the Committee expects they ~~are expected to~~will make to the Company’s operations and implementation of the Company’s development and growth programs, and the amounts of such grants were determined based on the same considerations discussed above in the context of setting salaries and annual bonuses. The ~~amount~~number of shares of Restricted Stock granted is not tied to a formula or comparable company target ranges, but rather determined ~~periodically~~at the end of the three-year performance period in the discretion of the Committee and the Board of Directors consistent with the compensation philosophy described above. At the end of the three-year performance period, the determined number of shares (baseline, minimum, maximum or zero), will then vest.

Setting Executive Compensation. Base salaries and other compensation for the Chief Executive Officer and other executive officers are set by the Committee and reflect a number of elements including recommendations by Mr. Ryan as to the other executive officers based on evaluation of their performance and the other factors described above. The Committee works closely with Mr. Ryan in establishing compensation levels for the other executive officers. Mr. Ryan and the individual executive typically engage in discussions regarding the executive’s salary, and Mr. Ryan reports on such discussions and makes his own recommendations to the Committee. The Committee will separately discuss with Mr. Ryan any proposed adjustment to his own compensation. The Committee reports to the board of directors on all proposed changes in executive compensation, after it has formed a view on appropriate adjustments, and makes recommendations for consideration of the board for the Chief Executive Officer and the other executive officers. The Committee considers such recommendations and, thereafter, sets the compensation level for Mr. Ryan, and for the other executive officers. Salary levels and other aspects of compensation for executive officers historically have been set forth in employment agreements having terms of two years.

The Committee is charged with the responsibility for approving the compensation package for the Chief Executive Officer. The Chief Executive Officer is not present during voting or deliberation on his performance or compensation.

In recognition of the Company and its acquisition of Mifflin, its entrance into more complex international production and into new product markets, a comprehensive review of the executive compensation program for the Chief Executive Officer and other executive officers was undertaken beginning in August of 2005. The Committee retained the services of Shareholder Value Adviser, Inc. to review the principal elements of the compensation packages. The review was intended to recognize what other public companies of Lakeland’s size and scope paid comparable executive, the added complexity of managing the Company resulting from its international growth, and to suggest by comparison appropriate incentives to achieve the increased business goals set by the Company for its new markets. The Committee also considered the additional expense associated with restricted stock grants. At present, no services are rendered to the Company by Shareholder Value Adviser, Inc.

The board of directors or the Committee can exercise the right to modify any recommended adjustments or awards to the executive officers.

Retirement Benefits. The Company does not provide any retirement benefits to its executive officers, other than matching a portion of employee contributions to a 401-K plan. This benefit is generally available to all employees of the Company.

~~Index~~

Employment Agreements. The Company currently enters into employment agreements with its executive officers because it generally believes that, in respect of key executive officers, there is a significant value in its competitive markets to setting out compensation and ~~fringe~~ benefit expectations in a writing, maintaining appropriate non-competition, non-solicitation of employees and confidentiality agreements with key executives, and agreeing in advance on post-termination payments and other obligations. These employment agreements are described in more detail under the caption “Employment Agreements.”

Taxation and Accounting Matters.

Table of Contents

The Committee considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that the Company may not deduct compensation of more than $1,000,000 that is paid to certain individuals. Generally, the Company expects that compensation paid to its executive officers will be fully deductible for federal income tax purposes. However, in certain situations, the Company may approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation for its executive officers.

~~Index~~SUMMARY

COMPENSATION C~~OMMITTEE REPORT~~TABLE

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s proxy statement for its 2007 Annual Meeting of Stockholders.

	~~Respectfully submitted,~~

	~~Compensation Committee~~
	~~Eric Hallman~~
	~~Michael Cirenza~~
	~~Stephen Bachelder~~
	~~A. John Kreft~~
	~~John Collins~~

~~COMPENSATION OF EXECUTIVE OFFICERS~~

The table below sets forth all salary, bonus and ~~all~~ other compensation paid to our chief executive officer, chief financial officer and each of our ~~other~~three highest paid executive officers ~~(who earned more~~other than ~~$100,000 per year in salary~~the chief executive officer and ~~bonus, the~~chief financial officer (our “Named Executive Officers”) for the fiscal years ended January 31, ~~2007, 2006~~2008 and ~~2005:~~2007:

Name and Principal Position	Year	Salary		Bonus			Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqua-lified Deferred Compensation Earnings		All other Compensation			Total Compensation
		($)		($)			($) (1)		($)		($)		($)		($)			($)
(a)	(b)	(c)		(d)			(e)		(f)		(g)		(h)		(i)			(j)

Christopher J	2008		400,000		--	(2)		38,792		--		--		--		33,335	(3)		472,127
Ryan	2007		400,000		--	(2)		20,561		--		--		--		31,600			452,161
CEO

Gary Pokrassa	2008		208,015		--			23,613		--		--		--		16,447	(4)		248,075
CFO	2007		195,733		--			10,757		--		--		--		15,089			221,579

Gregory D.	2008		200,000		--			25,005		--		--		--		236,963	(5)		461,968
Willis	2007		135,000		15,000			9,590		--		--		--		269,417			438,343
Executive VP

Raymond J.	2008		250,000		--			--		--		--		--		31,522	(6)		281,522
Smith	2007		250,000		--			--		--		--		--		33,461			283,461
Chairman

Paul C. Smith	2008		130,000		--			10,918		--		--		--		126,772	(7)		267,290
Vice President	2007		130,000		14,000			6,556		--		--		--		106,612			257,168

~~Name and~~ ~~Principal~~ ~~Position~~ (1) The amounts shown in this column represent the dollar amounts recognized as an expense by us for financial statement reporting purposes in the fiscal years ended January 31, 2008 and 2007 as expense as determined pursuant to SFAS 123(R). See Note 1 to the Consolidated Financial Statements included in our Form 10-K for the fiscal year ended January 31, 2008 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to SFAS 123(R). (2) Mr. Ryan voluntarily declined any bonus for FY07 and FY08. (3) Includes $26,585 in life and disability insurance premiums paid by us and a $6,750 matching 401(k) contribution. (4) Includes $1,237 in life insurance and disability insurance premiums paid by us, $9,000 in automobile allowance and a $6,510 matching 401(k) contribution. (5) Includes $248,180 in sales commissions, $9,000 in automobile allowance and a $6,750 matching 401(k) contribution. (6) Includes $14,752 in life and disability insurance premiums paid by us, $10,020 in automobile allowance and a $6,750 matching 401(k) contribution. (7) Includes $119,989 in sales commissions and a $6,783 matching 401(k) contribution. ~~(a)~~	~~Year~~ ~~(b)~~	~~Salary ($)~~ ~~(c)~~	~~Bonus ($)~~ ~~(d)~~	~~Stock~~ Awards* ~~(e)~~	~~Option~~ ~~Awards ($)~~ ~~(f)~~	~~Non-Equity~~ ~~Incentive Plan~~ ~~Compensation ($)~~ ~~(g)~~	~~Change in~~ ~~Pension~~ ~~Value** and~~ ~~Nonqualified~~ ~~Deferred~~ ~~Compensation~~ ~~Earnings ($) (1)~~ ~~(h)~~	~~All other~~ ~~Compensation~~ ~~($)~~ ~~(i)~~	~~Total~~ ~~Compensation ($)~~ ~~(j)~~

~~Christopher J. Ryan~~ ~~CEO~~	~~2007~~ ~~2006~~ ~~2005~~	~~$400,000~~ ~~338,077~~ ~~295,000~~	~~$35,000~~ ~~107,500~~ ~~44,950~~	~~37,291~~ ~~-----~~ ~~-----~~	~~None~~	~~None~~	~~17,461~~ ~~4,964 (2)~~ ~~13,381~~	~~$834,313~~⁽³⁾ ~~31,613~~ ~~13,311~~	~~$1,324,065~~⁽³⁾ ~~482,154~~ ~~366,642~~

~~Gary~~ ~~Pokrassa~~ ~~CFO~~	~~2007~~ ~~2006~~	~~$195,733~~ ~~183,155~~	$0 ~~30,000~~	~~7,975~~ ~~-----~~	~~None~~	~~None~~	~~1,938~~ ~~0 (2)~~	~~$15,089~~ ~~6,124~~	~~$220,735~~ ~~219,279~~

~~Gregory D.~~ ~~Willis~~ ~~Executive~~ VP	~~2007~~ ~~2006~~	~~$135,000~~ ~~103,846~~	~~$15,000~~ 0	~~-----~~ ~~-----~~	~~None~~	~~None~~	~~13,314~~ ~~5,386 (2)~~	~~$278,753~~ ~~295,592~~	~~$442,067~~ ~~404,824~~

~~Raymond J. Smith~~ ~~Chairman~~	~~2007~~ ~~2006~~ ~~2005~~	~~$250,000~~ ~~251,042~~ ~~250,000~~	$0 0 ~~200,000~~	~~-----~~ ~~-----~~ ~~-----~~	~~None~~	~~None~~	~~13,663~~ ~~6,313 (2)~~ ~~8,320 (2)~~	~~$783,461~~⁽⁴⁾ ~~22,721~~ ~~24,728~~	~~$1,046,824~~⁽⁴⁾ ~~280,076~~ ~~483,048~~

~~Harvey~~ ~~Pride, Jr. Sr.~~ VP ~~Manufacturing~~	~~2007~~ ~~2006~~ ~~2005~~	~~$220,000~~ ~~191,565~~ ~~170,000~~	~~$14,000~~ ~~43,000~~ ~~31,000~~	~~-----~~ ~~-----~~ ~~-----~~	~~None~~	~~None~~	~~15,241~~ ~~8,361 (2)~~ ~~9,176 (2)~~	~~$34,259~~ ~~25,892~~ ~~35,216~~	~~$283,500~~ ~~268,818~~ ~~268,818~~

~~Paul C.~~ ~~Smith VP~~	~~2007~~ ~~2006~~ ~~2005~~	~~$130,000~~ ~~130,000~~ ~~130,000~~	~~$14,000~~ ~~43,000~~ 0	~~2,744~~ ~~-----~~ ~~-----~~	~~None~~	~~None~~	~~6,931~~ ~~2,628 (2)~~ ~~4,655 (2)~~	~~$355,664~~⁽⁵⁾ ~~57,200~~ ~~73,955~~	~~$509,339~~⁽⁵⁾ ~~232,828~~ ~~208,610~~

~~James M. McCormick Controller/~~ ~~Treasurer~~	~~2007~~ ~~2006~~ ~~2005~~	~~$140,000~~ ~~149,300~~ ~~170,000~~	~~$14,000~~ ~~43,000~~ ~~31,000~~	~~-----~~ ~~-----~~ ~~-----~~	~~None~~	~~None~~	~~4,163~~ ~~2,204 (2)~~ ~~788 (2)~~	~~$12,345~~ ~~12,769~~ ~~11,961~~	~~$170,508~~ ~~207,273~~ ~~213,749~~

2023

~~Index~~Table of Contents

GRANTS OF PLAN – BASED AWARDS

James M. McCormick Controller/
Treasurer
2007
2006
2005
$140,000
149,300
170,000
$14,000
43,000
31,000
-----
-----
-----
None None
4,163
2,204 (2)
788 (2)
$12,345
12,769
11,961
$170,508
207,273
213,749

Gregory D. Pontes VP Manufacturing
2007 $110,000 $26,000 ----- None None 9,398 $4,075 $149,473

* Matching Awards under the 2006 Equity Incentive Plan.

** Management has no pension plan.

~~(1) Represents earnings in the Company’s 401-K Plan.~~

~~(2) Represents earnings for calendar year 2004 or 2005.~~

~~(3) Includes hypothetical pay-out of $800,000 pursuant to a change of control which did not occur in FY07.~~

(4) Includes hypothetical pay-out of $750,000 pursuant to a termination of the employment agreement which did not occur in FY07; Mr. Raymond. Smith’s current contract does not provide for such a pay-out.

~~(5) Includes hypothetical pay-out of $260,000 pursuant to a change of control which did not occur in FY07; Mr. Paul Smith’s current contract does not provide for such a pay-out.~~

For purposes of calculating the hypothetical pay-outs to Messrs. Ryan, R. Smith and P. Smith (see Footnotes 3 - 5, above) pursuant to the change in control and termination provisions of their employment agreements it has been assumed that the Board of Directors would not approve any discretionary bonus payments to those individuals.

~~Index~~

The following table set forth information for the fiscal year ended January 31, 2008 regarding all grants of plan-based awards made to our Named Executive Officers ~~during the fiscal year ended January 31, 2007~~ under ~~the 2006 Equity Incentive Plan.~~our incentive plans.

~~GRANTS OF PERFORMANCE – BASED AWARDS~~

~~OFFICERS~~

Name

Grant Date

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards (1)

All Other Stock Awards Number of Shares of Stock or Units (#)

All other Option Awards; Number of Securities Underlying Options (#)

Exercise or Base Price of Option Awards ($/Sh)

Grant Date Fair Value of Stock and Option Awards

Threshold

Target

Maxi-mum

Threshold

Target

Maxi-mum

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

Christopher J. Ryan CEO

Gary Pokrassa CFO

July 2007

1,497

(2)

5,825

Gregory D. Willis Exec. VP

July 2007

2,352

(2)

9,154

Raymond J. Smith Chairman

Paul C. Smith, Vice President

(1)	No performance based awards were granted in FY08. In FY07 we granted performance based awards the amount of which will be determined in June 2009. These awards are set forth, at the threshold amount, in the outstanding equity awards table, below.

Name

Grant
Date
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
All
Other
Stock
Awards
Number
of Shares
of Stock
or Units
(#)
All other
Option
Awards;
Number of
Securities
Underlying
Options (#)
Exercise
or Base
Price of
Option
Awards
($/Sh)

(a)

(b)
Thres-
hold
($)

(c)
Target
($)

(d)
Maxi-
mum ($)

(e)
Thres-
hold ($)

(f)
Target
($)

(g)
Maxi-
mum ($)

(h)

(i)

(j)

(k)

Christopher
J. Ryan
CEO

June
2006

79,255

157,069

236,324

3,137

0

N/A

Gary
Pokrassa
CFO

June
2006

46,112

90,783

136,895

550

0

N/A

Gregory D.
Willis
Exec. VP

June
2006

47,553

93,665

141,218

0

0

N/A

Raymond J.
Smith
Chairman

June
2006

-----

-----

-----

0

0

N/A

Harvey
Pride, Jr.
Sr. VP Mfg

June
2006

44,671

89,342

134,013

0

0

N/A

Paul C.
Smith VP
June
2006

30,261

60,522

92,244

196

0

N/A

James M.
McCormick
Controller/
Treasurer

June
2006

33,143

66,286

99,429

0

0

N/A

Gregory D.
Pontes
VP Mfg.

June
2006

24,497

47,553

72,050

0

0

N/A

~~- (f) (g) (h) Based on $13.10 stock price on date of grant as adjusted for 10% split.~~

~~- (i) Pursuant to Company’s Stock Purchase Matching Plan under the 2006 Equity Incentive Plan.~~

~~Index~~

~~During FY2007 the Company granted Restricted Stock to its Named Executive Officers as listed in the table below:~~

~~GRANTS OF PLAN-BASED~~

~~AWARDS TABLE~~

(2)	Shares granted pursuant to Company’s Bonus in Stock Plan under the 2006 Equity Incentive Plan.

Option Awards Stock Awards
Name

(a)
Number of
Securities
Underlying
Un-exercised
Options (#)
Exercisable

(b)
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercised

(c)
Equity
Incentive Plan
Awards
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)

(d)
Option
Exercise
Price ($)

(e)
Option
Expiration
Date

(f)
Number
of Shares
or Units of
Stock that
have not
Vested (#)

(g)
Market
Value of
Shares or
Units of
Stock that
have not
Vested ($)

(h)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
that have
not Vested
(#)

(i)
Equity
Incentive
Plan
Awards:
Market or
Payout of
Unearned
Shares,
Units or
Other Rights
that have
not Vested
($)

(j)

Christopher J.
Ryan
CEO

0

0

0

0

0

6,050

88,754

6,050

88,754

Gary Pokrassa
CFO

0

0

0

0

0

3,520

51,638

3,520

51,638

Gregory D. Willis
Executive VP

0

0

0

0

0

3,630

53,252

3,630

53,252

Raymond J. Smith
Chairman

0

0

0

0

0

0

0

0

0

Harvey Pride, Jr.
Sr. VP
Manufacturing

0

0

0

0

0

3,410

50,025

3,410

50,025

Paul C. Smith VP 0 0 0 0 0 2,310 33,888 2,310 33,888

James M.
McCormick
Controller/Treasure

0

0

0

0

0

2,530

37,115

2,530

37,115

Gregory D. Pontes
VP Manufacturing

0

0

0

0

0

1,870

27,433

1,870

27,433

~~Index~~

~~OPTION EXERCISES~~NARRATIVE TO SUMMARY COMPENSATION TABLE AND ~~STOCK VESTED~~PLAN-BASED AWARDS TABLE

Option Awards (A) Stock Awards
Name

(a)
Number of
Shares
Acquired on
Exercise
(#)

(b)
Value
Realized on
Exercise
($)

(c)
Number
of Shares
Acquired
on
Vesting
(#)

(d)
Value
Realized on
Vesting
($)

(e)

Christopher J. Ryan
CEO

0

0

Gary Pokrassa
CFO

0

0

Gregory D. Willis
Executive VP

0

0

Raymond J. Smith
Chairman

0

0

Harvey Pride, Jr.
Sr. VP Manufacturing

0

0

Paul C. Smith
Vice President

0

0

James M. McCormick
Controller/Treasurer

0

0

Gregory D. Pontes
VP Manufacturing

0

0

~~(A) The Company’s 1986 Incentive and non-statutory Stock Option Plan expired in May 2004.~~

~~Index~~

~~EMPLOYM~~E~~NT AGREEMENTS~~

~~With Potential Payments on Termination Information~~Employment Agreements

Raymond J. Smith, a co-founder of the Company, has served as the Chairman of the Board since 1982. Mr. Smith retired as President and CEO in November 2003, but ~~has continued~~continues to serve as the Chairman of the Board pursuant to a contract dated ~~September 22, 2003,~~April 16, 2007, the term of which commenced on ~~February~~May 1, ~~2004,~~2007 and ~~expired~~expires on ~~January 31, 2007, subject to two automatic renewals unless terminated by either the Company or Mr. Smith 120 days prior to the expiration of the original term or the renewal thereof.~~April 30, 2009.

Mr. Smith receives an annual base salary at the rate of $250,000 and participates in benefit plans ~~and fringe benefits~~ available to all other senior executives. Mr. Smith receives, to the extent eligible, health coverage, disability and life insurance, ~~401-K~~401(k) plan contributions and travel expenses to board meetings ~~and the lease of an appropriate new luxury automobile furnished by the Company on a bi-annual basis or~~as well as an auto allowance ~~sufficient to pay for such an automobile.~~of $835 monthly. The disability and life insurance ($~~13,575)~~14,752), ~~401-K~~401(k) plan matching contributions ($~~6,338)~~6,750), and car allowance ~~($13,548) and other fringe benefits were valued at $33,461 in FY07.~~totaled $31,522 for the fiscal year ended January 31, 2008.

Table of Contents

If Mr. Smith were to terminate his employment agreement for “good reason” or the Company were to terminate his employment “without cause”, Mr. Smith, within 10 days, is entitled to a lump sum amount equal to (a) his pro-rata portion of any annual bonus, (b) the present value of three times his base salary and (c) base salary for the remainder of the term applying a 6% discount factor. In addition, he would continue to receive all benefits for the remainder of the term of his employment agreement or one year, whichever is greater, subject however to COBRA rules and regulations.

~~If Mr. Smith’s~~Smith's employment were terminated ~~“for cause” or if he voluntarily resigned without “good reason”,~~"for cause," he would be paid within 30 days that portion of his base salary and ~~all fringe~~ benefits ~~under his contract that were due~~accrued but unpaid as of the date of ~~his~~such termination.

~~“For Cause”~~ "Cause" is defined as (i) the ~~conviction or entry of a plea of nolo contendere~~failure to ~~a felony charge involving moral turpitude, gross negligence in performing~~substantially perform his duties, ~~or responsibilities (other than incapacity) or commission of~~(ii) an act of fraud, theft, misappropriation, dishonesty or embezzlement, (iii) conviction for a felony or ~~gross neglect of duty. “Good Reason” is defined as the assignment of any duties materially and adversely inconsistent with his position or duties, the liquidation or dissolution~~pleading nolo contendere to a felony, (iv) failure to follow a lawful directive of the ~~Company, any~~Board of Directors, or (v) material breach byof his employment agreement.

Mr. Smith has the right to terminate his agreement at any time on 45 days written notice. The Company ofhas the right to terminate Mr. Smith’s employment ~~contract,~~at any time for any reason other than cause, death or ~~the relocation of corporate headquarters outside of Ronkonkoma, N.Y.~~disability, in which event, it can, in exchange for a general release, pay to Mr. Smith six months’ Base Salary.

Upon death, Mr. ~~Smith~~Smith’s estate is entitled to receive his base salary ~~any bonus due and all fringe benefits~~ through the last day of the month in which his death ~~occurs.~~occurs and all benefits generally paid by the Company on an employees death. In the event of disability for more than 90 consecutive days (or for periods aggregating 120 days within a 180 day period), Mr. ~~Smith shall receive 100% of his base salary for the remainder of the term of his~~Smith's agreement ~~or one year, whichever is greater, reduced by any disability insurance payment.~~will terminate.

Pursuant to the agreement, Mr. Smith has agreed that during the term of his employment and for a period of one year thereafter, he shall not directly or indirectly, whether as agent, employee, stockholder, director or investor or otherwise, engage in any activities in competition with the Company, ~~nor~~solicit any employee of the Company for employment or solicit any of the Company's customers for business. Mr. Smith has also agreed not to disclose at any time any confidential information relating to the ~~Company’s~~Company's business.

~~On April 16, 2007, Mr. Smith’s contract was renewed for two more years; however, most termination, severance and change in beneficial ownership provision were removed totally or downwardly amended.~~

~~Index~~

Christopher J. Ryan serves as ~~President and~~ Chief Executive Officer, President, General Counsel, and Secretary of the Company. He also serves as President and Chief Operating Officer of the Company’s three Chinese subsidiaries, and the President of its Indian and one Mexican subsidiary. Pursuant to Mr. Ryan’s contract with the Company, which commenced on April 22, 2006 and will expire on April 30, 2008, he was paid an annual base salary at the rate of $400,000 in ~~FY07.~~FY08. He has received no stock option grants ~~in FY06 or FY07 as the Company’s 1986~~since FY01, but is eligible for incentive bonuses and ~~non-statutory stock option plan expired in May 2004, but~~ participates in benefit plans and ~~fringe~~other benefits available to all other senior executives. ~~Mr. Ryan received~~These benefits include health coverage, disability and life insurance, 401-K plan contribution, a mobile phone and a non-luxury company car. The premium payments for disability and life ~~coverages~~coverage ($~~25,000)~~26,585) and ~~the~~matching 401-K plan contribution ($~~6,600) were valued at $34,313~~6,750) totaled $33,335 in ~~FY07.~~FY08. Mr. Ryan ~~also received a $35,000 bonus in~~voluntarily declined any bonuses for FY07 ~~which was a discretionary amount determined by the Compensation Committee.~~and FY08. Mr. Ryan also participates in the Company’s 2006 Equity Incentive Plan. All Restricted Stock under this plan is awarded on a ~~minimum, baseline~~Threshold, Target, or ~~maximum~~Maximum basis, at the ~~total~~ discretion of the independent Compensation ~~Committee.~~Committee, and has been held at Threshold for the last 2 fiscal years.

Mr. Ryan may terminate his employment agreement for “good reason”, including the Company’s failure after 30 days written notice to perform or observe any of the material terms or provisions of the employment agreement or a material reduction in the scope of Mr. Ryan’s responsibilities and duties. The Company may terminate the agreement if Mr. Ryan becomes disabled for more than 90 consecutive days or for periods aggregating 120 days in any 180 period or on the date of his death. In addition, the Company may terminate the agreement for “cause”, which includes his failure to substantially perform his duties (except due to his incapacity), his commission of an act of fraud, theft, or dishonesty, conviction of a felony, failure to follow a lawful directive of the Board or a material breach of his employment agreement. If the Company terminates the agreement for cause or upon Mr. Ryan’s death or disability, or if Mr. Ryan terminates it other than for “good reason”, the Company must pay Mr. Ryan his full base salary through the date of termination, and all other paid amounts, if any, to which he is entitled as of the date of termination in connection with any ~~fringe~~ benefits or under any incentive compensation plan or programs. If Mr. Ryan is terminated without cause or Mr. Ryan terminates for “good reason”, the Company is obligated to pay him, within 30 days, (a) his annual base salary and target bonus as of the date of termination and (b) his base salary and current target bonus as though he had remained in the Company’s employ until the contract expiration date or, if longer, for a period of ~~two years~~one year after the termination date. The Company may elect to make the balance of such payments then remaining in a lump sum discounted to present value. In addition Mr. Ryan would be entitled to a continuation of his medical and health benefits for a period of two years beginning on the date of termination.

Pursuant to the agreement, Mr. Ryan has agreed that during the term of his employment and for a period of two years thereafter (unless his employment is terminated by the Company without “cause” or by Mr. Ryan for “good reason”), he will not compete with the Company or solicit its employees. The ownership by Mr. Ryan of less than 5% of any competitive business will not be viewed as a violation of his non-competition agreement.

Gregory Willis serves ~~as the~~our Executive Vice ~~President of the Company.~~President. Pursuant to Mr. ~~Willis’~~Willis' employment contract with the Company, the term of which commenced on May 1, ~~2005~~2007 and which ~~expired~~expires on April 30, ~~2007,~~2009, Mr. Willis was paid a base salary of ~~$135,000~~$200,000 for ~~FY07.~~FY08. He received no grants of stock options in ~~FY07.~~FY08. Pursuant to his employment agreement, Mr. Willis is entitled to commissions in the form of sales overrides on various products that he directly oversees and in ~~FY07,~~FY08, Mr. Willis received ~~$253,817~~$248,180 in such overrides and was awarded by the Compensation Committee a discretionary bonus of ~~$15,000.~~2,352 shares of Restricted Stock. Mr. Willis participates in benefit plans and ~~fringe~~other benefits available to all other senior executives and received health coverage, life insurance, ~~401-K plan~~401(k) contributions ~~a mobile phone,~~ and a car ~~allowance.~~allowance of $750 per month. The life coverage, ~~401-K~~401(k) plan contributions ($~~6,600)~~6,750) and car allowance ($9,000) ~~were valued at $15,600~~totaled $15,750 in ~~FY07.~~FY08. Mr. Willis also participates in the 2006 Equity Incentive Plan. All Restricted Stock under this plan is awarded on a minimum, baseline, or maximum basis, at the total discretion of the Compensation Committee.

Table of Contents

If Mr. Willis' employment were terminated "for cause," he would be paid within 30 days that portion of his base salary and all benefits under his contract that were due as of the date of his termination. "Cause" is defined as (i) the failure to substantially perform his duties, (ii) an act of fraud, theft, misappropriation, dishonesty or embezzlement, (iii) conviction for a felony or pleading nolo contendere to a felony, (iv) failure to follow a lawful directive of the Board of Directors, or (v) material breach of his employment agreement.

Mr. Willis has the right to terminate his employment at any time on 45 days written notice. The Company also has the right to terminate Mr. Willis’ employment at any time for any other reason in which event it can, in exchange for a general release, pay to Mr. Willis six month’s Base Salary, and the bonus and commissions to which he would have been entitled for that six month period.

Upon death, Mr. Willis’s estate is entitled to receive his base salary and all benefits through the last day of the month in which his death occurred, as well as a pro rata portion of his annual bonus for the year in which his death occurred. In the event of disability for more than 90 consecutive days or(or for periods aggregating 120 days inwithin a 180 day ~~period, or termination by~~period), Mr. ~~Willis, his base salary, bonus, overrides, and other benefits shall be paid pro-rata up~~Willis' agreement will terminate.

Pursuant to the date of death, disability determination or termination. Should the Company terminate Mr. Willis’ employment for any reason, it shall have the right to buy out his contract rights for the sum of (a) six months base pay, (b) any commissions or bonuses due on the date of termination, and (c) overrides and commissions for six months based on commissions for the preceding six months, and execution of the Company’s standard severance agreement.agreement, Mr. Willis has agreed that during the term of his employment and for a period of ~~180 days~~one year thereafter, he will not ~~compete with the Company.~~

~~Index~~

~~Mr. Willis entered into a new employment agreement~~directly or indirectly, whether as agent, employee, stockholder, director or investor or otherwise, engage in any activities in competition with the Company, assolicit any employee of ~~April 16, 2007~~the Company for ~~a term commencing May 1, 2007 and terminating April 30, 2009.~~employment or solicit any of the Company's customers for business. Mr. Willis has also agreed not to disclose at any time any confidential information relating to the Company's business.

Paul C. Smith, the son of Raymond J. Smith, the Chairman of the ~~Board,~~Company, serves as a Vice President of the Company. Pursuant to a contract dated April 4, 2007 Mr. Smith’s ~~contract with the Company, the term of~~employment is for a two year period which commenced ~~February~~May 1, ~~2004~~2007 and ~~expired~~expires on ~~January 31, 2007, subject to two one year automatic renewals unless terminated by either the Company or~~ April 30, 2009.

Mr. Smith ~~120 days prior to the expiration of the original term or the renewal thereof, provides for~~receives an annual base salary at the rate of ~~$130,000. Mr. Smith~~$130,000 and participates in benefit plans and ~~fringe~~other benefits available to all other senior executives. Mr. Smith received no grants or stock options in FY08. Mr. Smith receives, to the extent eligible, health coverage, disability and life insurance, ~~401-K~~401(k) plan ~~distributions,~~contributions, and a ~~mobile phone and the use of a company car (to be purchased every two years or leased). The use of the car, life insurance and 401-K contributions ($6,600) were valued at $6,600 in FY07.~~non-luxury car. Mr. Smith ~~received $89,064~~is entitled to receive sales overrides on various products and earned $119,989 in sales commissions ~~on customer accounts he managed~~ in ~~FY07 as well as a $14,000 bonus based upon an increase in earnings per share of~~FY08. In addition, the Company ~~over~~made a matching 401(k) contribution in the ~~prior year. All Restricted Stock under this plan is awarded on a minimum, baseline, or maximum basis, at the total discretion~~amount of ~~the Compensation Committee.~~$6,750.

If Mr. Smith terminates his employment agreement for “good reason” or the Company terminates his employment “without cause”, the Company shall pay Mr. Smith, within 10 days, a lump sum amount equal to (a) his pro-rata portion of any annual bonus, (b) the present value of three times his base salary of $130,000 and (c) base salary for the remainder of the term applying a 6% discount factor. In addition, he would continue to receive all benefits previously enjoyed for the remainder of the term of the agreement or one year, whichever is greater, subject however to COBRA rules and regulations.

~~If Mr. Smith’s~~Smith's employment were terminated ~~“for cause” or if he voluntarily resigned without good reason,~~"for cause," he would be paid within 30 days that portion of his base salary and ~~all fringe~~ benefits under his contract that were due as of the date of his termination.

~~“For Cause”~~ "Cause" is defined as (i) the ~~conviction or entry of a plea of nolo contendere~~failure to ~~a felony charge involving moral turpitude or gross negligence in performing~~substantially perform his duties, ~~or responsibilities or commission of~~(ii) an act of fraud, theft, misappropriation, dishonesty or embezzlement, (iii) conviction for a felony or ~~gross neglect or duty. “Good Reason” is defined as the assignment of any duties materially and adversely inconsistent with his position or duties, the liquidation or dissolution~~pleading nolo contendere to a felony, (iv) failure to follow a lawful directive of the ~~Company, a~~Board of Directors, or (v) material breach byof his employment agreement.

Mr. Smith has the right to terminate his agreement at any time on 45 days written notice. The Company ofalso has the right to terminate Mr. Smith’s employment ~~contract, or relocation or corporate headquarter outside of Ronkonkoma, N.Y.~~at any time for any other reason, in which event, it can, in exchange for a general release, pay to Mr. Smith six months’ Base Salary, and the bonus and commission to which he would have been entitled for that six-month period.

Upon death, Mr. ~~Smith~~Smith’s estate is entitled to receive his base salary ~~any bonus due~~ and all ~~fringe~~ benefits through the last day of the month in which his death ~~occurs. Upon~~occurred. In the event of disability for more than 90 consecutive days (or for periods aggregating 120 days within a 180 day period), Mr. ~~Smith shall receive 100% of his base salary for the remainder of the term of his~~Smith's agreement ~~or one year, whichever is greater, reduced by any disability insurance payment.~~will terminate.

Pursuant to the agreement, Mr. Smith has agreed that during the term of his employment and for a period of one year thereafter, he shall not directly or indirectly, whether as agent, employee, stockholder, director or investor or otherwise, engage in any activities in competition with the Company, ~~non~~solicit any employee of the Company for employment or solicit any of the Company's customers for business. Mr. Smith has also agreed not to disclose at any time any confidential information relating to the ~~Company’s~~Company's business.

~~On April 18, 2007, Mr. Smith’s contract was renewed for two more years; however, most termination, severance and change in beneficial ownership provision were removed totally or downwardly amended.~~

~~Harvey Pride Jr~~. Gary Pokrassaserves ~~a Senior Vice President~~as the Chief Financial Officer of ~~Manufacturing of~~the Company. Pursuant to ~~Mr. Pride’s employment~~his contract with the Company ~~the term of~~ which commenced on February 1, ~~2006~~2008 and will expire on ~~February 1, 2008,~~January 31, 2010, he ~~was~~is paid an annual base salary at the annual rate of ~~$220,000 for FY07.~~$225,000. He received no ~~grants of stock options in FY06 or FY07 as the Company’s 1986 incentive and non-statutory~~ stock option ~~plan expired in May 2004.~~grants during FY07, FY07 and FY08. Mr. Pride is entitled to a bonus of up to $50,000 pursuant to various formulas based upon cost savings in the operations overseen by him. In FY07, Mr. Pride was awarded by the Compensation Committee a discretionary bonus of $14,000. Mr. Pride also receives Rent from the Company in the amount of $18,000 in FY07 pursuant to a Related

~~Index~~

~~Party Lease (seeCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS). Mr. Pride participates in benefit plans and fringe benefits available to all other senior executives, as well as~~Pokrassa received health coverage, disability and life insurance, ~~401-K~~401(k) plan contributions, and a ~~mobile phone, and an auto allowance or lease of a car.~~$750 per month car allowance. The disability and life coverage’s, ~~rent ($18,000),~~ 401-K plan contributions ($~~6,259)~~6,089) and car allowance ($9,000) were ~~valued~~totaled $16,747 in FY08. His annual bonus is at ~~$34,259~~the discretion of the Compensation Committee. Mr. Pokrassa received 1,497 shares of Restricted Stock as bonus shares in ~~FY07.~~FY08. Mr. ~~Pride~~Pokrassa also participates in the 2006 Equity Incentive Plan. All performance based Restricted Stock under this plan is awarded on a minimum, baseline, or maximum basis, at the total discretion of the Compensation Committee.

If Mr. ~~Pride’s~~Pokrassa’s employment were terminated "for cause," he would be paid within 30 days that portion of his base salary and

Table of Contents

benefits under his contract that were due as of the date of his termination. "Cause" is ~~terminable upon~~defined as (i) the failure to substantially perform his duties, (ii) an act of fraud, theft, misappropriation, dishonesty or embezzlement, (iii) conviction for a felony or pleading nolo contendere to a felony, (iv) failure to follow a lawful directive of the Board of Directors, or (v) material breach of his employment agreement.

Mr. Pokrassa has the right to terminate his agreement at any time on 60 days written ~~notice by either party.~~ notice. The Company also has the right to terminate Mr. Pokrassa’s employment at any time for any other reason, in which event, it can, in exchange for a general release, pay to Mr. Pokrassa six months’ Base Salary, and the bonus and commission to which he would have been entitled for that six-month period.

Upon death, ~~disability for 90 consecutive days or for 120 days in any 180 day period or upon other termination,~~ Mr. ~~Pride would~~Pokrassa’s estate is entitled to receive his base salary ~~bonus,~~ and ~~other~~all benefits ~~pro-rata up to~~through the ~~date~~last day of the month in which his death ~~date~~occurred. In the event of disability ~~determination or termination. Should the Company terminate~~ for ~~any other reason it has the right to buy out his contract rights~~more than 90 consecutive days (or for ~~six months base pay and any commissions or bonuses due as of the termination date upon his execution of the Company’s standard severance agreement. Should the~~periods aggregating 120 days within a 180 day period), Mr. ~~Pride terminate for any reason, he must do so with 45 days written notice.~~

~~Mr. Pride has agreed that during the term of his employment and for a period of two years thereafter, he~~Pokrassa's agreement will ~~not compete with the Company.~~

~~Gary Pokrassa~~serves as the Chief Financial Officer of the Company. Pursuant to his contract with the Company which commenced on November 29, 2005 and will expire on February 1, 2008, he was paid an annual base salary at the annual rate of $193,500 through November 29, 2006 and $208,015 thereafter in FY07. He received no stock option grants during FY06 and 07. Mr. Pokrassa received health coverage, disability and life insurance, 401-K plan contributions, and a car allowance. The disability and life coverages, 401-K plan contributions ($6,089) and car allowance ($9,000) were valued at $15,089 in FY07. His annual bonus is at the discretion of the Compensation Committee. Mr. Pokrassa received no bonus in FY07. Mr. Pokrassa also participates in the 2006 Equity Incentive Plan. All Restricted Stock under this plan is awarded on a minimum, baseline, or maximum basis, at the total discretion of the Compensation Committee.terminate.

Pursuant to his employment agreement, Mr. Pokrassa has agreed that during the term of his employment and for a period of ~~five years~~one year thereafter, he will not compete with the Company or solicit its employees.

Table of Contents

~~James M. McCormick~~ serves as the Treasurer and Controller of the Company. Pursuant to Mr. McCormick’s employment contract with the Company, which commenced on May 1, 2005 and which expired on April 30, 2007, he received an annual base salary of $140,000 per year for FY07. He received no grants of stock options for FY06 or FY07 as the Company’s 1986 incentive and non-statutory stock option plan expired in May 2004. In FY07, Mr. McCormick was awarded by the Compensation Committee a discretionary bonus of $14,000 based upon the recommendation of the Chief Financial Officer and upon the Compensation Committee’s own discretion. Mr. McCormick participates in benefit plans and fringe benefits available to all other senior executives. Mr. McCormick received health coverage, life insurance, 401-K plan contributions, and a car allowance. The life coverage, 401-K plan contributions ($4,845) and car allowance ($7,500) were valued at $12,345 in FY07. Mr. McCormick also participates in the 2006 Equity Incentive Plan. All Restricted Stock under this plan is awarded on a minimum, baseline, or maximum basis, at the total discretion of the Compensation Committee.OUTSTANDING EQUITY AWARDS AT JANUARY 31, 2008

~~Mr. McCormick and the Company may each terminate Mr. McCormick’s employment upon written notice. Upon death, disability~~The following table sets forth information with respect to outstanding equity-based awards at January 31, 2008 for 90 consecutive days or 120 days in a period of 180 consecutive days, or upon termination by Mr. McCormick his base salary, bonus, and other benefits shall be paid pro-rata up to the date of death, determination or termination. Should the Company terminate Mr. McCormick’s employment for any reason, it shall have the right to buy out his contract rights herein for six months base pay and any bonuses due him on the date of termination, concomitant with his execution of the Company’s standard severance agreement.our named executive officers.

~~Pursuant to~~

			Option Awards										Stock Awards
Name	Number of Securities Underlying Un-exercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercised		Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that have not Vested (#)		Market Value of Shares or Units of Stock that have not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)(1)		Equity Incentive Plan Awards: Market or Payout of Unearned Shares, Units or Other Rights that have not Vested ($)(1)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)

Christopher J. Ryan CEO		--		--		--		--		--		--		--		6,050		59,653

Gary Pokrassa CFO		--		--		--		--		--		--		--		3,520		34,707

Gregory D. Willis Executive VP		--		--		--		--		--		--		--		3,630		35,792

Raymond J. Smith Chairman		--		--		--		--		--		--		--		--		--

Paul C. Smith VP		--		--		--		--		--		--		--		2,310		22,777

(1) Number of shares and grant date fair values reflect the ~~agreement, Mr. McCormick has agreed that during the term~~threshold number of ~~his employment and for a period of one year thereafter, he will not compete with the Company.~~performance shares.

~~Index~~Table of Contents

~~Mr. McCormick entered into a new employment agreement with~~OPTION EXERCISES AND STOCK VESTED TABLE

The following table sets forth certain information regarding exercise of options and vesting of restricted stock held by our named executive officers during the ~~Company as of April 18, 2007 for a term commencing May 1, 2007 and terminating April 30, 2009~~year ended January 31, 2008.

~~CHANGE IN CONTROL PROVISIONS~~

Option Awards

Stock Awards

Name

Number of Shares Acquired on Exercise

Value Realized on Exercise

Number of Shares Acquired on Vesting

Value Realized on Vesting

(#)

($)

(#)

($)

(a)

(b)

(c)

(d)

(e)

Christopher J. Ryan CEO

Gary Pokrassa CFO

Gregory D. Willis Executive VP

Raymond J. Smith Chairman

Paul C. Smith Vice President

Mr. Raymond Smith (Chairman of the Board) and Mr. Paul Smith (Vice President) each have change in control provisions in their contracts. A change in control is defined as any person or group becoming directly or indirectly, the beneficial owner of 50% or more of the Company’s then outstanding securities or upon the disposition of the Company of all or substantially all of the Company’s business and or assets.

In such event, each of such persons has the right to terminate his contracts within 30 days, and he shall be entitled to receive a lump sum severance payment equal to the greater of the present value (using a discount factor of 6%) (i) the balance of his base salary during the term of his contract, plus his estimated annual bonus for the fiscal year in which such termination occurs, or (ii) two times his base salary, plus estimated bonuses, such bonuses to be determined in good faith by the Compensation Committee.

~~In April 2007, Messrs. Raymond and Paul Smith’s contract were renewed for two more years and no longer contain any change in control provisions.~~

~~Mr. Christopher J. Ryan~~

In the event of a “Triggering Transaction” (as defined in Mr. Ryan’s employment agreement, but essentially a change in control) any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) of all or substantially all of the business and/or assets of the Company must expressly assume and agree to perform the Company’s obligations under Mr. Ryan’s employment agreement. Failure to obtain such agreement prior to the effectiveness of any such succession entitles Mr. Ryan to terminate his employment agreement at his option on or after the Triggering Transaction Date for “good reason”.

In such event, Mr. Ryan is entitled to receive, for the remainder of the contract, his then current annual base salary, his current target bonus and any benefits that would have been paid to him had he remained in the Company’s employ throughout the contract term, provided that in all cases he shall receive at minimum the then current annual base salary, current target bonus and benefits for the remainder of the contract period, or for a period beginning on the date of termination and ending two years thereafter, whichever is longer.

~~See page 20~~ ~~“Compensation of Executive Officers” for amounts included in column~~ ~~“All Other Compensation”, and Note 3, 4 and 5 on page 21.~~

~~Members of the Compensation Committee~~

~~Eric. O Hallman~~

~~John Kreft~~

~~John J. Collins, Jr.~~

~~Michael E. Cirenza~~

~~Stephen M. Bachelder~~

~~Index~~Table of Contents

o	Preliminary Proxy Statement	o	Confidential, For Use of the Commission only
n	Definitive Proxy Statement		(as permitted by Rule 14a-6(e)(2))
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

	~~Sincerely,~~By Order of the Board of Directors,

	/s/ ~~Raymond~~Christopher J. ~~Smith~~Ryan

	~~Raymond~~Christopher J. ~~Smith~~Ryan
	~~Chairman of the Board~~Secretary

Directors and Officers Name	Number of Common Shares Beneficially Owned (B)	Percent of Class	Title

Raymond J. Smith	527,442	9.55 %	Chairman of the Board of Directors
Christopher J. Ryan	366,277(A)(C)	6.63%	Chief Executive Officer, President, Secretary, General Counsel and Director

John J. Collins, Jr.	115,201(1)	2.09 %	Director
Eric O. Hallman	37,523(1)	0.68 %	Director
Michael E. Cirenza	605(3)	.01%	Director
Stephen M. Bachelder	7,975(2)	.14%	Director
John Kreft	9,350(A)	.17%	Director
Gary Pokrassa	4,664(A)	.08%	Chief Financial Officer
Paul C. Smith	588(A)	-----%	Vice President

James M. McCormick	-----	-----%	Controller and Treasurer
Harvey Pride, Jr.	-----	-----%	Sr. Vice President-Manufacturing

Greg Willis	-----	-----%	Executive Vice President

Gregory D. Pontes	-----	-----%	Vice President-Manufacturing

Directors and Officers Name	Number of Common Shares Beneficially Owned (B)	Percent of Class
All officers and directors As a group (13 persons)	1,071,089(A) (4)	19.40%
5% Shareholders

Robeco Investment Management, Inc.	351,736(5)	6.37%

Seymour Holtzman c/o Jewelcor Companies	393,921(5)	7.13%

	Minimum	Baseline	Maximum
Grantee	# Shares	# Shares	# Shares
	(adj. for August 1, 2006 Stock Distribution)
Directors

ME Cirenza	2,640	570	7,810
JJ Collins, Jr	2,200	4,290	6,490
EO Hallman	2,640	5,170	7,810
SM Bachelder	2,640	5,170	7,810
J Kreft	2,200	4,290	6,490
	12,320	24,090	36,410
Officers
CJ Ryan (Director)	6,050	11,990	18,040
GD Willis	3,630	7,150	10,780
JM McCormick	2,530	5,060	7,590
H Pride, Jr.	3,410	6,820	10,230
G Pokrassa	3,520	6,930	10,450
PC Smith	2,310	4,620	7,040
GD Pontes	1,870	3,630	5,500
	23,320	46,200	69,630
Key Employees 5 as a group	8,360	16,830	25,190
	31,680	63,030	94,820
Grand Total	44,000	87,120	131,230

		Page
~~Notice to Stockholders~~
~~General~~ Information Concerning Solicitation and Voting		1
Proposal No. 1 — Election of Directors		5
Nominees for Election		5
Director Compensation		8
Corporate Governance		9
Proposal No. 2 — Amendments to Lakeland’s Restated Certificate of Incorporation to Eliminate the Supermajority Voting Requirements Contained Therein Applicable to the Approval of Certain Business Combinations		14
Proposal No. 3 — Ratification of Selection of Holtz Rubenstein Reminick LLP as our Independent Registered Public Accounting Firm		17
Fees Paid to Holtz Rubenstein Reminick LLP		18
Audit Committee Report		18
Executive Officers		20
Executive Compensation		20
Executive Compensation Overview		20
Summary Compensation Table		23
Grants of Plan-Based Awards Table		24
Outstanding Equity Awards at January 31, 2008		28
Option Exercises and Stock Vested Table		29
Potential Payments Upon Termination		30
Security Ownership of Certain Beneficial Owners and Management	4	33
~~Corporate Governance~~Section 16(a) Beneficial Ownership Reporting Compliance	6	38
~~Election of Directors~~Stockholder Proposals — 2008 Annual Meeting	8
~~Committees of the Board of Directors~~	11
~~Report of the Audit Committee~~ 38	13
~~Ratification of Auditors~~	15
~~Compensation of Executive Officers~~	16
~~Report of the Compensation Committee~~	20
~~Employment Contracts and Change of Control Arrangements~~	25
~~Directors’ Compensation~~	30
~~Securities Authorized for Issuance Under Equity Compensation Plans~~	32
~~Certain Relationships and Related Transactions~~	34
Other Matters	35	38
~~Stockholders’ Proposals for 2008~~ Annual ~~Meeting~~Report	35	39
~~Householding~~Annex A — Proposed Amendments to Lakeland’s Restated Certificate of ~~Proxy Materials~~Incorporation to Eliminate the Supermajority Voting Requirements Contained Therein Applicable to the Approval of Certain Business Combinations	35
~~Audit Committee Charter – Appendix A~~	A-1
~~Code of Ethics – Appendix B~~	~~B-1~~

		Position
		With the	Director
Name	Age	Company	Since

	DIRECTOR NOMINEE- CLASS III
	Nominee for Three Year Term Expiring in June, 2010

Raymond J. Smith	68	Chairman of the Board of Directors	1982


	INCUMBENT DIRECTORS - CLASS II
	Two Years Remaining on Term Expiring in June 2009


John J. Collins, Jr.	64	Director	1986

Eric O. Hallman	63	Director	1982

Stephen M. Bachelder	56	Director	2004

	INCUMBENT DIRECTORS - CLASS I One Year remaining on Term Expiring in June 2008

Christopher J. Ryan	55	Chief Executive Officer, President, General Counsel, Secretary and Director	1986

Michael E. Cirenza	51	Director	2003

John Kreft	56	Director	2004

	HRR	HRR
	2007	2006
Audit Fees (1)	$261,720	$191,693
Tax Fees (2)	64,550	34,866
Acquisition Audit	-----	17,520
All Other Fees (3)	8,500	6,100
Total	$334,770	$250,179

James M. McCormick Controller/ Treasurer	2007 2006 2005	$140,000 149,300 170,000	$14,000 43,000 31,000	----- ----- -----	None	None	4,163 2,204 (2) 788 (2)	$12,345 12,769 11,961	$170,508 207,273 213,749

Gregory D. Pontes VP Manufacturing	2007	$110,000	$26,000	-----	None	None	9,398	$4,075	$149,473

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards Number of Shares of Stock or Units (#)	All other Option Awards; Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)
(a)	(b)	Thres- hold ($) (c)	Target ($) (d)	Maxi- mum ($) (e)	Thres- hold ($) (f)	Target ($) (g)	Maxi- mum ($) (h)	(i)	(j)	(k)

Christopher J. Ryan CEO	June 2006				79,255	157,069	236,324	3,137	0	N/A

Gary Pokrassa CFO	June 2006				46,112	90,783	136,895	550	0	N/A

Gregory D. Willis Exec. VP	June 2006				47,553	93,665	141,218	0	0	N/A

Raymond J. Smith Chairman	June 2006				-----	-----	-----	0	0	N/A

Harvey Pride, Jr. Sr. VP Mfg	June 2006				44,671	89,342	134,013	0	0	N/A

Paul C. Smith VP	June 2006				30,261	60,522	92,244	196	0	N/A

James M. McCormick Controller/ Treasurer	June 2006				33,143	66,286	99,429	0	0	N/A

Gregory D. Pontes VP Mfg.	June 2006				24,497	47,553	72,050	0	0	N/A

	Option Awards					Stock Awards
Name (a)	Number of Securities Underlying Un-exercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercised (c)	Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock that have not Vested (#) (g)	Market Value of Shares or Units of Stock that have not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout of Unearned Shares, Units or Other Rights that have not Vested ($) (j)

Christopher J. Ryan CEO	0	0	0	0	0	6,050	88,754	6,050	88,754

Gary Pokrassa CFO	0	0	0	0	0	3,520	51,638	3,520	51,638

Gregory D. Willis Executive VP	0	0	0	0	0	3,630	53,252	3,630	53,252

Raymond J. Smith Chairman	0	0	0	0	0	0	0	0	0

Harvey Pride, Jr. Sr. VP Manufacturing	0	0	0	0	0	3,410	50,025	3,410	50,025

Paul C. Smith VP	0	0	0	0	0	2,310	33,888	2,310	33,888

James M. McCormick Controller/Treasure	0	0	0	0	0	2,530	37,115	2,530	37,115

Gregory D. Pontes VP Manufacturing	0	0	0	0	0	1,870	27,433	1,870	27,433

	Option Awards (A)		Stock Awards
Name (a)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)	Number of Shares Acquired on Vesting (#) (d)	Value Realized on Vesting ($) (e)

Christopher J. Ryan CEO	0		0

Gary Pokrassa CFO	0		0

Gregory D. Willis Executive VP	0		0

Raymond J. Smith Chairman	0		0

Harvey Pride, Jr. Sr. VP Manufacturing	0		0

Paul C. Smith Vice President	0		0

James M. McCormick Controller/Treasurer	0		0

Gregory D. Pontes VP Manufacturing	0		0

	Name (a)	Fees Earned or Paid in Cash* ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)

A	Eric O. Hallman	28,750		14,410 (1) (7)	None	None	None	43,160

B	John J. Collins	28,750		14,410 (2) (8)	None	None	None	43,160

C	Michael Cirenza	32,750		(3)	None	None	None	32,750

D	John Kreft	30,250	14,110	(4)	None	None	None	44,360

E	Stephen Bachelder	28,750		(5)	None	None	None	28,750

F	Raymond J. Smith	-----	**	(6)	None	**	**	0

G	Christopher J. Ryan	-----	**	(6)	None	**	**	0

Name	Grant Date	Estimated Future Payouts Under Non- Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards Number of Shares of Stock or Units (#)	All other Option Awards; Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)
(a)	(b)	Thres- Hold ($) (c)	Target ($) (d)	Maxi- mum ($) (e)	Thres- hold ($) (f)	Target ($) (g)	Maxi- mum ($) (h)	(i)	(j)	(k)

Christopher J. Ryan (a) CEO	June 2006	0	0	0	0	0	0	0	0	0

Raymond J. Smith (a) Chairman	June 2006	0	0	0	0	0	0	0	0	0

Eric O. Hallman Director	June 2006	0	0	0	34,584	67,727	102,311	0	0	0

John J. Collins Director	June 2006	0	0	0	28,820	56,199	85,019	0	0	0

Stephen Bachelder Director	June 2006	0	0	0	34,584	67,727	102,311	0	0	0

John Kreft Director	June 2006	0	0	0	28,820	56,199	85,019	1,100	0	0

Michael Cirenza Director	June 2006	0	0	0	34,584	67,727	102,311	0	0	0

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
				(a)		(b)		(c)
Equity compensation plans approved by security holders	19,031	$12.79	17,000		17,567	$	13.48		215,671	(1)
Equity compensation plans not approved by security holders	None	0	0	None			--		--

Total	19,031	$12.79	17,000		17,567	$	13.48		215,671	(1)

Plan Category	Number of securities to be issued upon attainment of performance goals or meeting conditions of grant (1)	Weighted-average exercise price per share of outstanding options, warrants and rights (1)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(1))
Restricted stock grants-employees	31,680	$ 0	100,320
Restricted stock grants-directors	12,320	$ 0	31,680
Matching award program	4,983	$ 0	28,017
Bonus on stock program-employees	5,346	$ 0	27,654
Retainer in stock program-directors	0	$ 0	11,000
Total Restricted Stock Plans	54,329	$ 0	198,671

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)	Weighted-average exercise price per share of outstanding options, warrants and rights (1)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(1))
Equity Compensation plans approved by security holders	(a) $	(b)	(c) (2)
Restricted stock grants-employees	31,680	$0	100,320
Restricted stock grants-directors	12,320	$0	31,680
Matching award program	4,983	$0	28,017
Bonus in stock program-employees	0	$0	33,000
Retainer in stock program-directors	0	$0	11,000
Total Restricted Stock Plans	48,983	$0	204,017

Directors and Officers Name	Number of Common Shares Beneficially Owned (C)			Percent of Class			Title

Raymond J. Smith		527,442			9.70	%	Chairman of the Board of Directors
Christopher J. Ryan		405,732	(A)(B)		7.46	%	Chief Executive Officer, President, General Counsel, Secretary and Director
John J. Collins, Jr.		115,201	(1)		2.12	%	Director
Eric O. Hallman		37,523	(1)		*		Director
Michael E. Cirenza		605	(3)		*		Director
Stephen M. Bachelder		9,475	(2)		*		Director
John Kreft		8,250	(A)(2)		*		Director
Gary Pokrassa		5,114	(A)		*		Chief Financial Officer
Paul C. Smith		1,332	(A)		*		Vice President
Harvey Pride, Jr.		-----			*		Sr. Vice President-Manufacturing
Greg Willis		-----			*		Executive Vice President
Gregory D. Pontes		-----			*		Vice President-Manufacturing

All officers and directors as a group (13 persons)		1,110,674	(A)(4)		20.43	%

5% Shareholders
Heartland Advisors		500,000			9.20	%
789 N. Water Street, Ste. 500
Milwaukee, Wisconsin 53202 (5)
Dimensional Fund Advisors, LP (6)		365,610			6.72	%
Signia Capital Management, LLC		311,398			5.73	%
108 N. Washington St. Ste 305
Spokane, Washington 99201 (7)
Robeco Investment Management, Inc.		444,187	(5)		8.17	%
909 Third Avenue
New York, New York 10022 (8)
Holtzman Opportunity Fund LP		395,661	(6)		7.28	%
c/o Jewelcor Companies
100 N. Wilkes Barre Blvd.
Wilkes Barre, Pennsylvania 18702
Seymour Holtzman (9)

Grantee Directors	Minimum# of Shares		Baseline# of Shares		Maximum # of Shares
Michael M. Cirenza		2,640		5,170		7,810
John J. Collins, Jr.		2,200		4,290		6,490
Eric O. Hallman		2,640		5,170		7,810
Stephen M. Bachelder		2,640		5,170		7,810
A. John Kreft		2,200		4,290		6,490
		12,320		24,090		36,410
Officers
Christopher J. Ryan (Director)		6,050		11,990		18,040
Gregory D. Willis		3,630		7,150		10,780
James M. McCormick		2,530		5,060		7,590
Harvey Pride, Jr.		3,410		6,820		10,230
Gary A. Pokrassa		3,520		6,930		10,450
Paul C. Smith		2,310		4,620		7,040
Gregory D. Pontes		1,870		3,630		5,500
		23,320		46,200		69,630
Key Employees 5 as a group		8,360		16,830		25,190
		31,680		63,030		94,820
Grand Total		44,000		87,120		131,230

	By ~~the~~ Order of the Board of Directors,

	/s/ Christopher J. Ryan

	Christopher J. Ryan
	Corporate Secretary

¨
	The undersigned hereby appoints ~~Christopher~~Raymond J. ~~Ryan~~Smith and ~~Eric O. Hallman~~Stephen Bachelder, and each of them, as attorneys-in-fact and proxies ~~each~~of the undersigned, with full power ~~to appoint his substitute, and hereby authorizes them to represent and~~of substitution, to vote ~~as designated hereon,~~ all ~~the~~ shares of common stock of Lakeland Industries, Inc.~~, held of record by~~ which the undersigned ~~on April 27, 2007~~would be entitled to vote at the ~~annual meeting~~Annual Meeting of ~~stockholders~~Stockholders of Lakeland Industries, Inc. scheduled to be held on Wednesday, June ~~20, 2007~~18, 2008, at 10:00 a.m., local time, at the Holiday Inn, located at 3845 Veterans Memorial Highway, Ronkonkoma, NY 11779 and at any postponements or adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting or any ~~adjournment there of.~~postponements or adjournments thereof.			Nominees: Christopher J. Ryan, Michael Cirenza, and A. John Kreft.
			~~Raymond J. Smith~~ INSTRUCTION: To withhold authority to vote for any individual ~~nominee,~~nominee, mark “For All Except” and write that nominee’s name in the space provided below.
			~~For~~	~~Against~~ Proposal 2.	Approval of the adoption of amendments to Lakeland’s Restated Certificate of Incorporation to eliminate the supermajority voting requirements applicable to the approval of certain business combinations (the “Charter Amendment Proposal”).	For £	Against £	Abstain £
		2. ~~Ratify appointment~~ Proposal 3.	Ratification of ~~Auditors~~the selection of Holtz Rubenstein Reminick LLP as Lakeland’s independent registered public accounting firm for the fiscal year ~~2008~~.ending January 31, 2009.	For ¨ £	¨Against £	¨Abstain £
		Proposal 4.	Grant of discretionary authority to vote in favor of any adjournments of postponements of the annual meeting, if necessary, including adjournments or postponements to provide additional time to solicit additional proxies in favor of the Charter Amendment Proposal if there are not sufficient votes for approval of the Charter Amendment Proposal at the annual meeting.	£	£	£

		~~3. Other Business.~~

		~~In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.~~ THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED ~~HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO~~ABOVE. UNLESS A CONTRARY DIRECTION IS ~~MADE,~~INDICATED, THIS PROXY WILL BE VOTED ~~FOR PROPOSALS~~“FOR” ALL NOMINEES LISTED IN PROPOSAL 1, ~~and 2.~~ Please sign exactly as your name appears on this card. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. “FOR” PROPOSAL 2, “FOR” PROPOSAL 3 AND “FOR” PROPOSAL 4 AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT, EXCEPT THAT NO PROXY VOTED “AGAINST” PROPOSAL 2 WILL BE VOTED “FOR” PROPOSAL 4. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

Please be sure to sign and date this Proxy in the box below.	Date		THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES LISTED IN PROPOSAL 1, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3 AND “FOR” PROPOSAL 4
Stockholder sign ~~here~~ above	Co-holder (if any) sign ~~here~~
		above
Ç		Ç