LAKELAND INDUSTRIES INC
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>4
<FILENAME>ex10-19.txt
<TEXT>
                                                                   Exhibit 10.19

                               OPTION TO PURCHASE
                               ------------------
                               AND OTHER AGREEMENT
                               -------------------

Agreement entered in this 17th day of October 2005 by and among

RFB Latex Limited,  a company  incorporated  under the Companies Act 1956 having
its registered  office at K-185,  Sarai Julena,  New Friends  Colony,  New Delhi
(Hereinafter referred to as "Seller", which expression shall unless repugnant to
context  hereof mean and include its  successors,  administrators  and permitted
assigns);

RFB  Lakeland  Industries  Private  Limited,  a company  incorporated  under the
Companies  Act, 1956 having its registered  office at A-33, New Friends  Colony,
New Delhi -

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110 065  (hereinafter  referred to as "Buyer",  which  expression  shall  unless
repugnant to context hereof mean and include its successors,  administrators and
permitted assigns);

RFB International,  a partnership firm having its place of business at 50, Noida
Special  Economic Zone,  Noida through its partners Mr.  P.S.Ratra and Mr. K. S.
Ratra  (hereinafter  referred to RFB, which expression shall unless repugnant to
context  hereof mean and include its  successors,  administrators  and permitted
assigns);

And

Mr. P. S. Ratra and Mr. K. S. Ratra both sons of Late Sh. G. S. Ratra,  resident
of A-33,  New Friends  Colony,  New Delhi - 110 065  hereinafter  referred to as
Promoters,  which  expression  shall unless repugnant to context hereof mean and
include their legal heirs, representatives, successors and permitted assigns);

Whereas  Buyer has paid Seller and  Promoters  certain  Cost Sharing  fees,  and
Supplier Fees and in consideration,  therefore,  Seller,  RFB and Promoters have
agreed to offer this  Option and the  additional  contract  terms  hereunder  to
Buyer.

1.    (a)   The In accordance  with and subject to the terms of this  Agreement,
            Seller  grants  Buyer an  irrevocable  Option to  purchase  the Real
            Property  Leases on Plots 81, 50 and 24 as renewed  and  extended by
            the  President  of India  through  Development  Commissioner,  Noida
            Special Economic Zone, Noida,  clear title to the buildings thereon,
            and all of the glove making equipment

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            located therein,  and any real property or personal  property rights
            attached  thereto.  (hereinafter  referred  to  collectively  as the
            "Property").  See Exhibit C to the Asset  Purchase  Agreement  for a
            listing  of   equipment   and  lease  hold   improvement,   building
            specification and plot sizes (the "Purchased Assets").

      (b)   The Option exercise date will be November 15, 2006. 90 business days
            prior to the Option  exercise date,  Buyer will have prepared a Lien
            Search  and  Lease  Validation  or  Title  Search  on the  Property.
            (hereinafter   referred  to  as  "Property   Searches").   Upon  the
            conclusion  of such Property  Searches,  Buyer and Seller will enter
            into negotiation with any and all lien holders,  and leaseholders or
            any  other  party  asserting  a  right  or  claim  to the  Property.
            Currently,  Seller represents that the Lessor of Plots 50, 81 and 24
            is the President of India through  Development  Commissioner,  Noida
            Special Economic Zone and that the IDBI Bank holds a first charge in
            all the Property  except Plot 50 and a  consortium  comprised of the
            Central  Bank of India and the Canara  Bank  together  hold a second
            charge in all the Property, except Plot 50.

      (c)   Upon  presentation  to Seller of the Property  Searches,  Buyer will
            purchase the IDBI note and accompanying  security  interest or liens
            on the Property  and will  purchase a release of the Central Bank of
            India and Canara  Bank's Liens or Security  Interest in the Property
            and  arrange  new  leases on the  property  with the  Noida  Special
            Economic Development Zone on Plots 50, 81 and 24.

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      (d)   Seller and  Consultants  shall cooperate fully with Buyer to procure
            the  release  of all  liens on the  Property  and the  extension  or
            renewal of the Leases with the Noida Special Economic Zone.

      (e)   Should the liens not be released and leases  extended within this 90
            day period the  Supply  Agreement  and  Consulting  Agreements  will
            remain in effect on a month to month  basis until such time as Buyer
            effects these note  purchases,  lien  releases and renewed  property
            leases.

      (f)   Buyer shall not be required to expend anymore money than  $2,650,000
            to effectuate  the purchase of the IDBI Note and the releases of all
            other bank or creditor liens.  Additionally,  buyer shall separately
            pay RFB or their designee  $100,000 USD or its equivalent in INR for
            Plot 50.

      (g)   Any excess monies required to purchase the IDBI Note or effectuate a
            release of all liens on the Property  will be borne by Seller or its
            principal shareholders, which monies in excess of $2,650,000 will be
            paid by  Buyer,  and that  additional  sum so paid by Buyer  will be
            reimbursed by Seller or its principal  shareholders  to Buyer in the
            form of a Promissory Note with a first or second  security  interest
            in all the assets of Seller.  The Note  shall bear  interest  at 250
            basis points over LIBOR adjusted quarterly for five years and

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                                                                               5


            be fully secured by the assets of Seller in  accordance  with Indian
            law. Such note shall be prepayable any time without penalty.

2.    (a)   The Option to Purchase  herein will be in accordance  with the terms
            of the Asset  Purchase  Agreement  attached  hereto  and made a part
            hereof as Exhibit 1, and the Employment  Agreements  attached hereto
            and made a part  hereof  as  Exhibit  2  covering  the  post  option
            employment period of Kamal and Prabhdeep Ratra which are made a part
            hereof,  and further the Share Holders Agreement  attached hereto as
            Exhibit 3.

      (b)   If the Option to Buy the  Property is  exercised  then in the second
            year after the Option Exercise date the cost sharing  arrangement on
            employees salaries shall be calculated  according to sales.  Buyer's
            sales will be divided by Buyer's  and  Seller's  total sales for the
            fiscal year  ending  January  31,  2008 and any  intervening  months
            between  the Option  exercise  date and  January  31,  2007 and that
            percent will be multiplied  times the total payroll at Seller.  Upon
            exercise of the Option, an estimate will be used for monthly payment
            purposes  on  this  cost  sharing  arrangement  between  the  Option
            exercise date and January 31, 2008, and a reconciliation between the
            estimate and the actual sale percent  multiplied by Seller's payroll
            will be  calculated  prior to March  31,  2008 and one or the  other
            parties  shall pay the  difference in cash between the estimate used
            and the above  described  sales  calculation.  If after  January 31,
            2008, should Buyer and Seller not be able to agree on which of

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            Seller's  employees will leave Seller to become  employees of Buyer,
            then after January 31, 2008, Buyer and Seller shall, by a lottery in
            each department, determine who will join the Buyer and who will stay
            with the Seller. This will be accomplished in the following way: The
            number of Seller's  employees  needed to run Buyer's  then  business
            will be  agreed  upon  at  each  functional  department.  Once  that
            employee  head count is  determined  by Buyer,  the names of each of
            Seller's  employees  in  that  department  will  be  put in a hat (a
            lottery  system)  and  chosen at  random up to the  number of people
            needed by Buyer to run Buyer's business effectively. Buyer, however,
            may elect to continue the cost sharing arrangement after January 31,
            2008.

      (c)   Should Buyer  notify  Seller that it does not intend to exercise its
            Option to Buy 90 days before the exercise  option  date,  then Buyer
            shall have the  further  option to  withhold  any  payments  it owes
            Seller during months 10, 11 and 12 and debit that against 62% of the
            actual cost of the moulds purchased by Buyer and given to Seller for
            use that  Seller  may  inherit  as part of the  non-exercise  of the
            Option.  Should Buyer opt to take custody of the moulds as described
            in  paragraph  (d) below then Buyer  will make the  payments  due in
            months  10,  11 and 12 to Buyer  within  60 days  after  the  Option
            exercise date.

      (d)   If the Buyer does not exercise the Option  described herein and does
            not give  Seller a 90 day notice as  described  in (c)  above,  then
            Buyer will have the
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                                                                               7


            option to remove  all the moulds and other  equipment  it  purchased
            directly  or  alternatively  to require  Seller to take it at 50% of
            actual mould cost and 80% of any new equipment cost and repairs. The
            purchase  price will be paid by Seller for this equipment and moulds
            by the use of a 5 year  Promissory  Note  fully  secured  behind the
            Seller's  then  current  bank liens  bearing  interest  at 250 basis
            points over LIBOR  adjusted  quarterly  and  prepayable  at any time
            without penalty.

For RFB Latex Limited ("Seller")          RFB Lakeland Private Limited ("Buyer")

--------------------------------                --------------------------------
Through its Director Mr. P. S. Ratra    Through its Director Christopher J. Ryan

RFB International                                                      Promoters

                                                --------------------------------
                                                                      P.S. Ratra
--------------------------------
Through its Partners P.S.Ratra                  --------------------------------
and K. S. Ratra                                                        K.S.Ratra

</TEXT>
</DOCUMENT>
