EMPLOYMENT AGREEMENT

                              --------------------



P. S. Ratra

A33 New Friends Colony

New Delhi, India  11065



Dear Prabhdeep:



The  purpose  of this  letter  is to offer  you  employment  with  RFB  Lakeland

Industries  Private  Limited upon exercise of option to purchase and  successful

completion thereof on the following terms and conditions:



1. THE PARTIES

   -----------



This is an agreement between P. S. Ratra (hereinafter  referred to as "you") and

RFB Lakeland Industries Private Limited,  an Indian corporation,  with principal

place of business located at 50, Noida Special Economic Zone, Noida (hereinafter

the "Company").



2. TERM: RENEWAL

   -------------



The  term  of the  agreement  shall  be for a 5 year  period  from  the  date of

successful completion of the purchase of the assets in accordance with the Asset

Purchase Agreement which term shall be automatically  renewed for a maximum of 2

successive  annual  periods unless either party notifies the other 90 days prior

to the  expiration of the original term or renewal  thereof,  that the agreement

will not be renewed.



3. CAPACITY

   --------



You shall be employed in the capacity of Chief Financial Officer of RFB Lakeland

Private Limited and such other senior executive title or titles as may from time

to time be determined by the Board of Directors of the Company. You shall be

directly responsible to the President and the Board of Directors of the Company.



4. COMPENSATION

   ------------



As full compensation for your services you shall receive following from the

Company:



      a.    A base annual salary of $60,000.00 per year payable monthly; and



      b.    Such other benefits as required by Indian law provided however that

            your vacation shall be for a period of no more than three weeks; and



      c.    Reimbursement for any dues and expenses incurred by you that are

            only necessary and proper in the conduct of the Company's business;

            and





<PAGE>



5. Profit Sharing Arrangement



In June of each year  commencing  in 2007 you shall be entitled to share profits

of the Company as declared by the Company in  accordance  with Indian Laws.  You

shall  be  given  an  amount  from  the net  profits  after  tax of the  Company

equivalent to your ownership interest in the Company. For example, if you own 5%

of the Company, you will be entitled to 5% of the net profits.



6. NON-COMPETITION

   ---------------



During the term of this  agreement and for ten years  thereafter,  you shall not

either  directly or  indirectly  as an agent,  employee,  partner,  stockholder,

director,  investor,  or otherwise  engage in any activities in competition with

the  activities  of the  Company,  as  more  fully  described  in  the  separate

Non-Competition  Agreement attached hereto as Exhibit 1. You shall also abide by

the Code of Ethics Agreement and other Corporate Governance  Agreements attached

hereto  and made a part  hereof as Exhibit  2. You shall  disclose  prior to the

execution  of this  agreement  (or  later on as the  case  may be) all  business

relationships  you presently have or contemplate  entering into or enter into in

the future  that might  affect your  responsibilities  or  loyalties  with or to

Lakeland.  This clause shall be further  expanded by the  non-compete  agreement

contained in the Asset Purchase Agreement.



7. CONFIDENTIALITY

   ---------------



Except as required in your duties to the Company you shall not at any time

during your employment and for a period of 5 years thereafter directly or

indirectly use or disclose any confidential information relating to the Company

or its business which is disclosed to you or known by you as a consequence of or

through your employment by the Company and which is not otherwise generally

obtainable by the public at large.



8. NOTICES



Any notices required to be give under this Agreement shall unless otherwise

agreed to by you and the Company be in writing and by certified mail return

receipt requested and mailed to the Company at its headquarters at 701-7 Koehler

Avenue, Ronkonkoma, N.Y. 11779-7410 or to you at your home at A33 New Friends

Colony, New Delhi, India 11065.



9. WAIVER OR MODIFICATION



No waiver or modification in whole or in part of this agreement or any term or

condition hereof shall be effective against any party unless in writing and duly

signed by the party sought to be bound. Any waiver of any breach of any

provision hereof or right or power by any party on one occasion shall not be

construed as a waiver of or a bar to the exercise of such right or power on any

other occasion or as a waiver of any subsequent breach.



<PAGE>



10. SEPARABILITY



Any provision of this agreement or non-competition agreement (the "Agreement")

which is unenforceable or invalid in any respect in any jurisdiction shall be

ineffective in such jurisdiction to the extent that it is unenforceable or

invalid without effecting the remaining provisions hereof which shall continue

in full force and effect. The unenforceability or invalidity of any provision of

the agreement in one jurisdiction shall not invalidate or render unenforceable

such provision in any other jurisdiction. 11. HEADINGS



The headings  contained in this agreement are for convenience only and shall not

affect restrict or modify the interpretation this agreement.



12. CONTROLLING LAW



This agreement shall be governed by and construed in accordance with the laws of

India applicable to contracts made and to be performed therein and you agree to

the exclusive jurisdiction and venue of the courts located in the State of

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