Exhibit
10.5
 MANAGEMENT
AGREEMENT
 
 This
Management Agreement is made this 13th May,
2008, by and between:
 
 on one
side,
 
  1.           Elder Marcos Vieira da
Conceição, Brazilian Citizen, single, businessman, bearer of the
identification Card RG N. 05746155.47 SSP/BA, enrolled with the Brazilian
Taxpayers’ Registry (CPF/MF) under N. 793.295.605-63, resident and domiciled in
the City of Salvador, State of Bahia, at Rua Clarival do Prado Valladares, 371,
Condomínio Monte Trianon – Bairro Caminho das Arvores, CEP 41820-700 (“Officer”);
  
 and, on
the other side,
 
 2.           Qualytextil S.A.,a
corporation organized under the laws of Brazil, with its head office at Rua
Luxemburgo, sem n.o, Loteamento Granjas Rurais, Presidente Vargas, Quadra O,
Lotes, 82 and 83, São Caetano, in the City of Salvador, State of Bahia, enrolled
with the Brazilian Taxpayers' Registry (CNPJ) under No. 04.011.170/0001-22
(“Company”), hereby duly
represented by the undersigned legal representatives;
 
 and, as
intervening parties,
 
 3.           Lakeland Industries, Inc.,
duly organized under the laws of the State of Delaware, United Stated of
America, with offices at 701 Koehler Avenue, suite 7, Ronkonkoma, NY 11779
hereby duly represented by the undersigned representatives (“Lakeland”); and
 
 4.           Lakeland do Brasil Empreendimentos e
Participações Ltda., a limited liability company duly existing and
organized under the laws of Brazil, with its head offices located in the City of
São Paulo, State of São Paulo, at Av. Bernardino de Campos, N. 98, sala 9, CEP
04004-040, enrolled with the Brazilian Taxpayers' Registry (CNPJ) under
No. 09.484.003/0001-12, hereby duly represented by the undersigned legal
representatives,
 
 all
hereinafter jointly or individually referred to as “Party” or “Parties”,
 
 W
I T N E S S E T H:
 
 WHEREAS, the Company is
engaged in the business of the production, manufacture, and sale of personnel
protective equipment (“Business”);
and
  1
 Execution
Copy
  WHEREAS, the Company wishes
that the Officer signing this Management Agreement undertakes to work and/or
remain working exclusively as officer of the Company, as well as
to  use his/her best efforts for the development and profitable
performance of the Business, for a minimum period starting on the date hereof
and ending on December 31, 2011, in accordance with the terms and conditions
hereinbelow,
 
 NOW, THEREFORE, the Parties
have agreed to enter into this Management Agreement (“Agreement”), which shall be
governed by the following terms and conditions:
 
 I. MANAGEMENT
OF THE COMPANY
 
 1.1.
Officer shall remain as Executive Officer of the Company for a period starting
on the date hereof and ending on December 31, 2011.
 
 1.2.
Officer hereby undertakes to manage the Business in the best interests of the
Company, and to use his/her best efforts
for the development and profitable performance of the Company, and, for such
purposes, Officer shall provide for the Company’s proper operation in all
fields, including, but not limited to:
 
 (i) take
office as Chief Executive Officer (Diretor Presidente) and be
responsible for managing the marketing and sales activities; and
 
 (ii)
representation of the Company before any third parties, private or
public.
 
 1.3.
Officer shall at all times during the Term of this Agreement:
 
 (i)
faithfully and diligently act for the benefit and betterment of the
Business;
 
 (ii) use
his/her best efforts to act in the best interests of the Business;
and
 
 (iii)
keep the Company andLakelandfullyinformed of all material activities carried out in the performance of the
Business.
 
 1.4.
Officer hereby undertakes to comply with all reasonable Lakelandrules, directions and guidelines that
Officer has been given notice in written form and to strive to complete all
Lakelandfinancialtargets, commands and other business goals regarding the
Company and the Business that Officer has been informed in written form,
including the Lakeland Business
  2
 Execution
Copy
  Ethics
and Anti-Corrupt Practices Guide, and is not authorized to take any action out
of the ordinary course of business of the Company, without having received prior
written consent of Lakeland.
 
 1.5.
Officer hereby acknowledges and declares that the relationship undertaken hereby
among Officer, the Company and Lakeland is implemented on a fiduciary basis, and
there shall not exist any kind of labor relationship between Officer, Lakelandand/or the Company in any manner whatsoever.
 
 2. REMUNERATION
 
 2.1. In
consideration for the management services of Officer, Officer shall receive a
total annual remuneration in the amount of R$ 346,177.00 (three hundred and
forty six thousand and one hundred and seventy seven Reais), to be paid in
twelve (12) monthly installments of R$ 28,848.08 (twenty eight thousand and
eight hundred and forty eight Reais and eight centavos) (“Remuneration”), payable on the
1st
business day of the subsequent month.
 
 2.1.1.
Each Party shall bear or pay all taxes attributed thereto by Law. In case any
withholdings in the Remuneration need to be made prior to its payment, then the
Remuneration shall be paid to Officer with such withholding amounts
deducted.
 
 2.1.2. On
the date of the first (1st) anniversary of this Agreement, the Remuneration
shall be increased in eighteen per cent (18%) and then shall remain fixed until
the termination of this Agreement.
 
 3. VACATION
 
 3.1.
Officer shall be entitled to, after each management year in the Business,
counted as of the date hereof, take a twenty-two (22) Business Days of vacation, which period shall
be previouslydiscussed with Lakeland, in order for Lakeland to be able to
take the steps necessary to minimize any adverse effects on the administration
of the Business (“Vacation
Period”).
  3.2.
During the Vacation Period, Officer shall still be entitled to receive his/her
normal  Remuneration due in that period.
 
 4. REIMBURSEMENT
OF EXPENSESANDFRINGE
BENEFITS
  3
 Execution
Copy
  4.1.
Officers’ expenses related to trips made and other
expenses incurredby Officer in order to properly exercise his/her
management obligations undertaken herein, shall be reimbursed by the Company,
according to the terms and conditions set forth in this Section IV (“Expenses”).
 
 4.2. For purposes of Section 4.1 above, the
Company shall reimburse any Expenses of the
Officerrelated to transportation (such as plane tickets, taxis, gas),
travel insurance (including medical insurance), meals, telecommunications and
accommodations (such as hotels fees), andthe
Company may, at its sole discretion,
reimburse other expenses made by Officer on his/her trips, provided that they
are undertaken exclusively for purposes of the Company.
 
 5. EXCLUSIVITY
 
 5.1.
While this Agreement is in force, Officer shall not, in any way, act as officer,
employee, consultant, service provider or in any other manner, in any other
company or legal entity, in Brazil or abroad.
 
 6. NON-COMPETITION,
NON-SOLICITATION AND CONFIDENTIALITY
 
 6.1. The
Parties acknowledge and agree that: (i) the business contacts, joint ventures,
Chinese, Mexican, Canadian, United Kingdom, EEC, South American, and all of
Lakeland's other U.S. and all international suppliers, independent contractors,
North American and international customers, international and domestic vendors,
joint venture or non-joint venture contractors, patterns, know-how, trade
secrets, marketing techniques and other aspects of the business of Lakeland are
of value to Lakeland and will provide Lakeland with substantial competitive
advantage in the operation of its business; (ii) the business of Lakeland is
national and international in scope, and (iii) Lakeland is entitled to protect
its goodwill and the consideration paid or to be paid under the Share Purchase
Agreement executed on May 2nd, 2008,
which payment is for this goodwill during and after the Term of this
Agreement.
 
 6.2. For
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Officer, Officer hereby agrees that it shall not, and it shall
cause any of its enterprises, companies, corporations or subsidiaries thereof,
joint ventures, proprietorships, blood relatives, spouses or in-laws, or other
similar affiliates hereinafter referred to as ("affiliates") not to, in any
manner, directly or indirectly: (i) at any time, divulge, transmit or otherwise
disclose, or cause to be divulged, transmitted or otherwise disclosed, to any
person or entity whatsoever, any confidential or proprietary information of
Lakeland, including business contacts, customer lists, supplier lists, domestic
and international vendors, suppliers, joint ventures and assembly contractors,
technology know-how, trade secrets, marketing
  4
 Execution
Copy
  techniques,
marketing plans and strategies, manufacturing methods, patterns, product
development techniques or plans, patents, laminates, fabrics, contracts or other
confidential or proprietary information of Lakeland (including such matters
related to the business heretofore conducted by Lakeland and by the Company);
(ii) at any time during the period from the date hereof through and including
the seventh (7th) anniversary of any termination date of this Agreement hereof
(the "Restrictive Period"), anywhere in or out of Brazil, or internationally
render any services to or engage, participate, or have any interest or be
involved in any capacity, whether as an owner, agent, stockholder, officer,
director, manager, partner, joint venturer, employee, consultant or otherwise,
in any business enterprise which is, or shall at any time during the Restrictive
Period be, engaged in any manner in the business of designing, developing,
manufacturing, marketing, selling and/or distributing any Products (as defined
below); (iii) directly or indirectly solicit, request, cause or induce any
person who during the Restrictive Period or eighteen (18) months prior to the
termination of this Agreement had been an employee of or consultant to Lakeland
or the Company, to leave employment or terminate his/her relationship with
Lakeland or the Company, or to employ, hire, engage or be associated with, or
endeavor to entice away from Lakeland or the Company, any such person; and (iv)
induce any customers, vendors, joint venturers or contract manufacturers of
Lakeland or the Company, either domestically or internationally to discontinue
doing business with Lakeland or the Company.
 
 6.2.1. As
used herein, the term "Products" means any and all goods and/or products of the
type heretofore sold or to be sold during the Term of this Agreement by Lakeland
or any of its subsidiaries, divisions or affiliates, including but not limited
to the Products as listed or to be listed in Lakeland's product catalogs,
pricing lists, or other literature and any functionally similar goods and/or
products, already developed by or to be developed by Lakeland and shown in its
catalogs, pricing lists or other literature or to be developed by Lakeland
during the Term of this Agreement.
 
 6.2.2.
For purposes hereof, information shall not be deemed "confidential" or
"proprietary" to the extent that it (i) is a matter of common knowledge or of
public record, or within the public domain (other than as a result of any breach
hereof by Officer); (ii) is generally known throughout the industry or was
otherwise acquired from other legitimate sources; or (iii) is required to be
disclosed by law or by order of any court or governmental
authority.
 
 6.3. ln
consideration of Lakeland purchasing the stock of the Company on the date hereof
and the Supplementary Purchase Price (pursuant to the definition set forth in
the Share Purchase Agreement) to be paid in the future, and the entering into
this Agreement with Officer and the
  5
 Execution
Copy
  covenants
and agreements of Lakeland and the Company, pursuant to this Agreement, Officer
agrees to abide by all of the covenants herein.
 
 7. TERM
AND TERMINATION
 
 7.1. This
Agreement shall be valid and in force from the date hereof and until December
31st, 2011
(“Term”), renewable upon agreement in writing by the Parties.
 
 7.2. Upon
termination of this Agreement, Officer shall immediately return any documents
and materials he/she may have in his/her possession or any other documents or
things made available or supplied under this Agreement and all copies thereof,
upon request of Lakeland or the Company and he/she shall immediately cease to
act on behalf of the Company, as well as to represent the Company before
third-parties. Officer further agrees to execute any and all documents required
to achieve such effect.
 
 7.3.
Notwithstanding the provisions above, this Agreement may be freely and
immediately terminated for cause by the Company, if so instructed by Lakeland, without any indemnification,
compensation or remuneration to Officer, except for the payment of any
outstanding Remuneration or reimbursement of expenses or fringe benefits, as
well as for the Supplementary Purchase Price, if due in accordance with
provisions set forth in the Share Purchase Agreement, in case of
either:
 
 (i)
violation by Officer of the obligations undertaken in this
Agreement;
 
 (ii) Officer becomes, according to Brazilian Law, when
applicable, mentally or physically incapable to perform his/her duties, as set
forth hereinor upon death of
Officer;
 
 (iii)
violation by Officer of the Company’s or Business’ policies or rules, or willful
misconduct by Officer or refusal to follow the lawful and reasonable directives
of Lakeland;
 
 (iv)
commission by Officer of any act, action, or omission attributed directly to
Officer, which gives rise to termination with cause according to the Brazilian
labor laws; and
 
 (v)
commission of any act, action, or omission attributed directly to Officer, which
constitutes a reason for dismissal or liability of executive officers, including
any violation of applicable law or the Company’s Articles of Association, or the
commission of any fraud, dishonesty or other unethical acts.
  6
 Execution
Copy
  7.4. The
Parties hereby agree that in the event of termination of this Agreement, the
obligations of the Officer under Section 6 above shall survive.
 
 7.5.
Officer may terminate this Agreement for cause in case the Company is in breach
of its obligation to pay the Remuneration in accordance with Section 2.1 above
and fails to cure such breach within thirty (30) days of the receipt of written
notice from Officer demanding that such breach to be cured.
 
 8. PENALTIES
 
 8.1. Each
of the Parties further agrees that, in the event of a breach of or a default by
Officer of obligations set forth in Section 6, the Company shall be entitled to
(i) specific performance to enjoin any breach, or the continuation of any
breach, of the provisions of Section 6 and (ii) a punitive penalty (multa punitiva
não-compensatória) for each violation individually considered in the
amount of R$500,000.00 (five hundred thousand Reais).
 
 8.2. In
case of termination of this Agreement by the Company without cause, Officer
shall be entitled to receive an amount equivalent to the sum of the Remuneration
he/she would have received had this Agreement not been terminated early by the
Company and Section 2.06, “b” of the Share Purchase Agreement executed on May
2nd,
2008 shall apply as the case may be.
 
 9. NOTICES
 
 9.1. All
notices or communications between the Parties as resulting from this Agreement
shall be sent in writing, by express international mail, fax or e-mail with
acknowledgement of receipt, to the following addresses and addressees, and shall
be deemed duly given upon receipt by the addressee, as proved by the
sender:
 
 If to
Lakeland and the Company:
 
 707-7
Koehler Avenue, Ronkonkoma, N.Y. 11779, USA
 Attention
to: Mr. Christopher J. Ryan and Gary Pokrassa
 Fax:
631-981-9751
 E-mail:
GAPokrassa@lakeland.com and CJRyan@lakeland.com
 
 If to
Officer:
 
 Rua
Clarival do Prado Valladares, 371, Condomínio Monte Trianon
  7
 Execution
Copy
  Bairro
Caminho das Arvores, CEP 41820-700
 Salvador,
BA, Brazil
 Attention
to Mr. Elder Marcos Vieira da Conceição
 Fax: 55
71 3390-3001
 E-mail:
marcos.vieira@qualytextil.com.br
 
 10. GENERAL
PROVISIONS
 
 10.1. It
is acknowledged, understood and agreed that the restrictions contained in this
Agreement are (a) made for good, valuable and adequate consideration received by
Officer and (b) are reasonable and necessary, in terms of the time, geographic
scope and nature of the restrictions, for the protection of Lakeland and the
Company’s business and goodwill thereof. It is intended that said provisions be
fully severable and that, in the event that any of the foregoing restrictions,
or any portion of the foregoing restrictions, shall be deemed contrary to law,
invalid or unenforceable in any respect by any court or tribunal of competent
jurisdiction, then such restrictions shall be deemed to be amended, modified and
reduced in scope and effect, as to duration, geographic area or in any other
relevant respect, only to that extent necessary to render same valid and
enforceable, and any other of the foregoing restrictions shall be unaffected and
shall remain in full force and effect.
 
 10.2.
This Agreement shall be binding upon, and shall inure to the benefit of each of
the Parties and their respective successors and assignees.
 
 10.3. No
modification or waiver of any provision of this Agreement shall be valid unless
it is in writing and signed by the party against whom it is sought to be
enforced.  No waiver at any time of any provision of this Agreement
shall be deemed a waiver of any other provision of this Agreement at that time
or a waiver of that or any other provision at any other time.
 
 10.4.
This Agreement, its rights and obligations hereunder may not be assigned or
transferred in whole or in part to any party without the prior and express
written authorization of the Company or Lakeland. Officer may not subcontract
any of the managing powers, services and attributions given to Officer to any
party without the prior and express written authorization of the Company and
Lakeland.
 
 10.5. The
captions and paragraph headings used in this Agreement are for convenience only,
and shall not affect the construction or interpretation of this Agreement or any
of the provisions hereof.
  8
 Execution
Copy
  11. APPLICABLE
LAW AND ARBITRATION
 
 11.1. Any
dispute arising between the Parties in connection with this Agreement, its
interpretation, validity, performance, enforceability, breach or termination,
shall be settled in an amicable way by the Parties by direct negotiations held
in good faith for a term not exceeding 30 (thirty) calendar days. If, upon
expiration of the 30-days period, the Parties have not reached an amicable
settlement, the dispute must be submitted to the decision of an arbitration
panel and shall be finally settled under the rules of Arbitration of the Chamber
of Commerce Brasil-Canadá (“CCBC”) by 3 (three) arbitrators appointed in
accordance with said rules. Language of the proceeding shall be English. Place
of arbitration and the issuance of the award shall be the City of São Paulo,
State of São Paulo, Brazil. The claims and disputes taken before the arbitration
proceeds shall be governed by Brazilian law, which will also be applicable to
solve any controversy regarding this arbitration Article. Notwithstanding the
arbitration provisions above, the Parties hereto shall have the right to go to
court in the County of São Paulo in order to (i) obtain injunctive relief or
(ii) to enforce the submission of the other Party to the arbitration
proceeding.
 
 
 IN WITNESS WHEREOF, the
Parties have caused this Agreement to be executed, in two (2) copies of equal
meaning and form, in the presence of two (2) witnesses.
 
 São
Paulo, 13th  May, 2008.
  
 
 Qualytextil
      S.A.By:
              /s/ Elder Marcos
      Vieira da ConceicaoName:
              Elder
      Marcos Vieira da ConceiçãoTitle:
              CEOLakeland
      Industries, Inc.By:
              /s/ Gary A.
      PokrassaName:
              Gary
      A. PokrassaTitle:
              CFOLakeland
      do Brasil Empreendimentos e Participações Ltda.
  9
 Execution
Copy
 
 By:
              /s/ Jose Tavares
      LucenaName:
              Jose
      Tavares LucenaTitle:
              Administrator
 
 WITNESSES:
 
 1.
              
              
              2.Name:
              
              
              Name:ID:
              
              
              ID:CPF/MF:
              
              
              CPF/MF:




1