EXHIBIT
      10.5

    


    ASSET
      PURCHASE AGREEMENT

     

    This
      Agreement is made on October 18, 2007 by and among JANEL WORLD TRADE, LTD.
      ("Janel"), a Nevada corporation, with its principle office at 150-14
      132nd Avenue, Jamaica, New York, 11434; JANEL NEWCO, INC., a Nevada
      corporation with its principle office at 150-14 132nd Avenue,
      Jamaica, New York, 11434 (“Buyer@); and ORDER LOGISTICS, INC.
      (“Seller”).

     

    WHEREAS,
      Seller desires to sell and Buyer desires to purchase assets of Seller in
      exchange for consideration, and the assumption of certain liabilities of Seller,
      all as set forth in this Agreement; and

     

    WHEREAS,
      the transaction contemplated hereby is intended to be accounted for as a
      "purchase" in accordance with Generally Accepted Accounting Principles
      ("GAAP")
      and
      applicable Securities and Exchange Commission (“SEC”)
      regulatory standards governing such a transaction.

    


    In
      consideration of the mutual promises contained herein, Buyer and Seller agree
      as
      follows:

    


    1. Seller.
      Seller
      is engaged in the business of offering an internet-based collaborative logistics
      management and tracking solution by providing a single, integrated technology
      platform which enables customers to collaborate with logistics professionals
      for
      the planning, execution, management and tracking of shipments, and financial
      settlement and control of their shipments to and from anywhere in the world
      across the supply chain..

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Purchase
      and Sale.
      Subject
      to the terms and conditions set forth in this Agreement, the Seller will sell
      to
      Buyer and Buyer will purchase from Seller, on the Closing Date, the properties,
      assets (tangible and intangible) and business of Seller as a going concern,
      excluding only the assets set forth on the attached Schedule
      2,
      which
      will be referred to as AExcluded
      Assets."
      The
      assets to be purchased are all the assets of Seller (other than Excluded Assets)
      owned, leased, licensed or used by Seller in the conduct of its business. Buyer
      will acquire and operate the business conducted by Seller as described in
Section
      1.
      The
      assets being purchased shall include, without limitation, all of the Seller’s
      right, title and interest to:

    


    2.1 the
      computer software and hardware, title and/or licenses for the exclusive
      ownership and use of all intellectual property required to own and use the
      software, hardware, patents, copyright, trademarks and all property set forth
      on
Schedule
      2.1,
      and all
      improvements thereon, and any other assets related thereto or in connection
      therewith;

    


    2.2 accessory
      equipment, set forth on Schedule
      2.2;

    


    2.3 all
      other
      personal property, including, but not limited to, machinery, equipment,
      computers, software, source codes, furniture and fixtures, set forth on
Schedule
      2.3;

    


    2.4 prepaid
      expenses, set forth on Schedule
      2.4,
      related
      to the assets, business and liabilities being acquired by the Buyer pursuant
      to
      this Agreement;

    


    2.5 all
      documentary and computerized records relating to the acquired
      property;

    


    2.6 books,
      records, Financial Records, and marketing materials relating to the acquired
      property;

    


    2.7 the
      name
“Order Logistics” and any other trade names, service marks, trademarks,
      copyrights, patents, and other intellectual or proprietary property, and all
      registrations and applications pertaining thereto, all set forth on Schedule
      2.7
      attached, including, but not limited to, proprietary technology, know-how,
      manuals, trade secrets, processes, and technical expertise, and the goodwill
      thereof and of the business of Seller;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.8 business
      agreements, including, but not limited to, agreements for the sale, purchase,
      lease or license of goods, services or property of any kind as well as debt
      instruments, credit agreements, loans, notes and guarantees, set forth on
Schedule
      2.8;

    


    2.9 customer
      contracts and customer lists, set forth on Schedule
      2.9;

    


    2.10 employee
      lists, including status, social security number and current compensation of
      each
      employee, and employment, consultant, independent contractor, union and
      collective bargaining agreements, set forth on Schedule
      2.10;

    


    2.11 certain
      insurance policies, set forth on Schedule
      2.11;
      and

    


    2.12 permits,
      authorizations, licenses, franchises, approvals or consents from any regulatory
      or administrative body or organization, or governmental or quasi-governmental
      body or agency, set forth on Schedule
      2.12,
      to the
      extent that they are assignable or transferable.

    


    The
      transfer of all personal property and contracts, and the assumption of certain
      liabilities and obligations, hereunder shall be deemed to take place on the
      Closing Date. This Agreement constitutes the transferring of all right, title
      and interest in the intellectual property described in this Agreement and
Section
      2.1,
      Section
      2.7,
      and as
      set forth on Schedule
      2.1
      and
Schedule
      2.7.

    


    3. Purchase
      Price; Obligations to Janel; Expenses.

    


    3.1 Purchase
      Price.
      The
      Purchase Price is Three Million Six Hundred Thousand Seven Hundred Dollars
      ($3,767,429). At the Closing, the Purchase Price shall be paid as
      follows:

    


    (a) Cash
      Consideration.
      Consideration paid in cash will total Two Million Two Hundred Seventy Three
      Thousand Seven Hundred Dollars ($2,342,429), and is comprised of the following
      obligations of the Seller which will be assumed by the Buyer;

    


    (i)
      The
      Seller’s obligation to the National Bank of South Carolina in the principal
      amount of $648,000, provided that interest accrues at an interest rate no more
      than the prime rate at J.P. Morgan Chase Bank, N.A., less 0.5%, of which
      $148,000 of principal will be paid at Closing, together with $7,854.08 of
      accrued and unpaid interest;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)
      Payment of the Seller’s obligation to Iron & Glass Bank of the principal
      amount of $629,291.72, which will be paid at Closing;

    


    (iii)
      Payment of the Seller’s obligation to Marine Bank in the amount of $152,711.57
      at Closing;

    


    (iv)
      Payment of the Seller’s obligation to Greater Bay Business Funding in the amount
      of $140,000 at Closing;

    


    (v)
      Payment of $225,000 of the Seller’s overdue payroll taxes incurred by its JAT
      subsidiary at Closing;

    


    (vi)
      Payment of $104,294.32 to satisfy certain of the Seller’s accounts payable at
      Closing which are set forth on Schedule
      3.1(a)-(v);
      and


    


    (vii)
      Payment of $148,000 for the Seller’s first and second fiscal quarter 2007
      payroll taxes at Closing; and

    


    (vii)
      Payment of $239,277 to the Seller at Closing, and payment of $125,000 to Brian
      Griffin on March 30, 2008.   

    


    (b) Stock
      Consideration.
      Buyer
      shall authorize an issue of 285,000 unregistered shares of $0.001 par value
      Series B Convertible Preferred Stock (the "Janel
      Shares"),
      which
      will be non-voting shares and will be convertible into Janel’s unregistered
      shares of $0.001 par value Common Stock two (2) years after issuance, which
      will
      be issued at Closing as set forth on Schedule
      3(b),
      all
      subject to the applicable rules of the Securities and Exchange Commission
      (“SEC”).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) The
      Janel
      Shares
      will be
      valued at the closing price of Janel’s Common Stock in the public markets on the
      day of the Closing as if they had already been converted into shares of Janel’s
      Common Stock.

    


    3.2 Obligations
      Owed to Janel. Seller
      is
      currently indebted to Janel for services rendered in the sum of $152,533.10,
      which must be paid in full on or before Closing, failing which Janel has the
      right to reduce the amount of any of assumed Seller liabilities set forth in
      Section 3.1(a) by the amount of the unpaid balance due, in Janel’s sole
      discretion. 

    


    3.3 Other
      Expenses.
      Each
      party hereto shall pay and bear their respective fees and expenses incident
      to
      the negotiation, preparation, and execution of any documents or transactions
      contemplated by this Agreement and any meeting of their respective boards or
      shareholders, as applicable, other than as expressly provided for in
Section
      3.2.

    


    3.4 Purchase
      Price Adjustment.  
      Seller
      agrees that the Buyer has the right to a
      downward
      adjustment of the Purchase Price (the “Purchase
      Price Adjustment”)
      if
      after the Closing the Buyer becomes obligated to pay any sales, use, value
      added, excise, import, privilege, or other similar taxes, levies, or payments
      in
      lieu thereof, and accrued interest or penalties thereupon (collectively, the
      “Unpaid
      Sales Taxes”),
      which
      are imposed by any governmental authority and arise out of or in connection
      with
      Seller’s operations of its business prior to Closing including, but not limited
      to, the sale of products or the performance of services by the Buyer. The amount
      of the Unpaid Sales Taxes will be deducted parri passu from the Purchase Price
      dollar-for-dollar, first by Janel’s cancellation of that number of Janel Shares
      in the Stock Consideration at the issuance value of those Janel Shares, and
      then
      by reimbursement to Janel of the Cash Consideration, up to a sum equivalent
      to
      the amount of the Unpaid Sales Taxes. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    3.5 Objections.  

    


    (a) If
      Buyer
      or Seller object (the “Objection”)
      to the
      calculation of the
      Unpaid
      Sales Taxes, either
      of them
      may make the Objection in a written request to the other parties hereto for
      a
      recalculation (a “Request”).
      If
      such a Request is made, and within five (5) business days of its receipt, at
      least one authorized representative from each of the parties shall meet or
      confer and make a good faith effort to resolve the Objection posed in the
      Request.

    


    (b) If
      the
      Objection cannot be resolved within five (5) business days from the first
      meeting or conference of the representatives, unless the delay is merely as
      a
      result of a scheduling conflict, (the “Resolution
      Period”)
      then,
      within ten (10) business days after the expiration of the Resolution Period
      (the
“Selection
      Period”),
      each
      of Buyer and Seller shall select a certified public accountant (“CPA”),
      and
      one CPA shall be randomly selected from the members of the American Institute
      of
      Certified Public Accountants (“AICPA”)
      who
      provide such auditing or calculation services. Each CPA selected shall be a
      duly
      qualified CPA in good standing with respect to his certification in the State
      of
      New York.
      The
      three CPAs so chosen shall recalculate the amount that is the subject of the
      Objection by majority vote and, within thirty (30) days from the expiration
      of
      the Selection Period, furnish the parties with a writing, approved by a majority
      of the CPAs, setting forth the recalculated amount and briefly describing the
      manner in which it was determined. The amount that is arrived at by the majority
      vote of the CPAs shall be the amount used as the Unpaid
      Sales Taxes.

    


    (c) The
      parties shall share equally all of the expenses and fees associated with
      resolving the Objection
      under
      this Section. Any party hereto shall have the right to seek specific enforcement
      or other equitable relief or remedies at law in court for any breach or
      threatened breach of this Section.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    3.6 Allocation
      of Purchase Price.
      Janel
      and Buyer shall have the exclusive and sole right to allocate the Purchase
      Price
      among the acquired assets. Seller agrees that such allocation is the proper
      allocation of the Purchase Price in accordance with the fair market value and
      ownership of the assets. Seller and Buyer agree to report the federal, state
      and
      local income taxes and other tax consequences of the transactions contemplated
      hereby, including the reporting of information required under Section 1060(b)
      of
      the IRC, in a manner consistent with such allocation. Seller and Buyer further
      agree not to take any tax position inconsistent with such allocation in
      connection with (a) the preparation of their respective Financial Records,
      tax
      returns, reports to shareholders, reports to governmental authorities or
      otherwise, (b) any examination of their tax returns or any refund claims, or
      (c)
      any litigation, investigations or other proceedings involving any of their
      tax
      returns. Seller and Buyer each agree to furnish to the other a copy of IRS
      Form
      8594 (Asset Acquisition Statement under Section 1060 of the IRC) as filed with
      the Internal Revenue Service by such party pursuant to Sections 755 and 1060
      of
      the IRC within thirty (30) days following such filing.

    


    3.7 Sales
      and Use Taxes; Recording Expenses.
      Buyer
      agrees to pay any and all taxes payable in connection with the consummation
      of
      the transactions contemplated by this Agreement and the sale, conveyance or
      assignment of the assets hereunder (other than Unpaid
      Sales Taxes, and
      income
      taxes incurred by Seller or resulting directly from such sale, which shall
      be
      borne by Seller), including sales and use taxes, and to prepare and file any
      necessary tax returns in connection therewith. Buyer further agrees to pay
      all
      filing and recording fees relating to the filing and recording of any
      instruments delivered by Seller to convey the assets to Buyer, if
      any.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Seller’s
      Representations, Warranties and Covenants.
      The
      Seller represents and warrants to Buyer and Janel that, as of the date hereof,
      for the period of time until the Closing Date, if such date is later than the
      date hereof, and on the Closing Date:

    


    4.1 Organization
      and Good Standing.
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware with all requisite power and authority to own,
      use, operate, lease and license its assets and to carry on its business as
      now
      being conducted with all requisite corporate power and authority to (a) execute,
      deliver and perform its obligations under this Agreement and other agreements
      contemplated hereby and (b) consummate the transactions contemplated hereby
      and
      thereby. Seller is duly qualified to do business and is in good standing in
      each
      jurisdiction where the conduct of its business or the ownership, usage,
      operation, lease or license of its assets requires such
      qualification.

    


    4.2 Authorization.
      The
      execution and delivery by Seller of this Agreement, the performance by Seller
      of
      its and his obligations hereunder and the consummation by Seller of the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate action. This Agreement constitutes the legal, valid and binding
      obligation of Seller, enforceable against it in accordance with its terms.
      

    


    4.3 Consent;
      Notice.
      No
      consent, notice, approval, exemption, permit, license, or authorization
      (“Consent”)
      is
      required to be obtained by Seller, and no filing is required to be made with,
      any person or entity, including, but not limited to, any creditors of Seller
      (a)
      in order for this Agreement to constitute a legal, valid and binding obligation
      of Seller or, (b) to authorize or permit the consummation by Seller of the
      transactions contemplated hereby or; (c) under or pursuant to any Consents
      held
      by or issued to Seller (including, without limitation, environmental, health,
      safety and operating permits and licenses) by reason of this Agreement or the
      consummation of the transactions contemplated hereby, except as set forth on
      Schedule
      4.3
      attached. Buyer agrees to cooperate with Seller in seeking any required
      Consents, except that if Consent is required, and such Consent cannot be
      secured, Buyer will not have any liability to Seller with respect to such
      agreement or document as to which such Consent cannot be secured. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4.4 Omitted

    


    4.5 Environmental
      Conditions. Seller,
      to its knowledge, has conducted its business operations in compliance with
      all
      applicable Environmental Laws, and to its knowledge, there is no event,
      condition, circumstance, activity, practice, incident, action or plan which
      interferes with or prevent its business operations from being in continued
      compliance with any Environmental Law.

    


    4.6 Personal
      Property.
      Seller
      owns, leases, or licenses certain property set forth in Sections
      2.1, 2.2, 2.3, 2.7, 2.8, 2.11, 2.12, and 2.13,
      and
      will own or have in effect valid, enforceable leases or licenses and good
      marketable title to all such property. None of such property is or will be
      subject to any (a) contracts of sale, leases, or licenses or (b) Liens of any
      kind or character, other than as indicated on Schedule 4.6.

    


    4.7 Intellectual
      Property.

    


    (a) Seller
      has and will have the right to use the name "Order Logistics," and all trade
      names, service marks, patents, copyrights, trade marks, and other like
      intellectual or proprietary property, and the goodwill pertaining to each and
      to
      the business of Seller, and all of said rights are, and will be, free and clear
      of all royalty obligations, Liens, expenses, attorney’s fees for services, and
      governmental, quasi-governmental, regulatory or administrative fees. There
      are
      no pending claims or known demands of infringements asserted by any person
      or
      entity. Seller has no knowledge of any conflicting use of any of such property
      or rights. To Seller’s knowledge, Seller's use of said intellectual property and
      any proprietary property or technology of Seller is not in violation of any
      law
      or regulation or breach of any agreement or instrument.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b) Seller
      has no trade names, service marks, patents, copyrights, trademarks or other
      intellectual or proprietary property other than as set forth on Schedule
      2.7.

    


    4.8 Employee
      Plans.
      Seller
      has no employee benefit plans (as defined in section 3 (3) of the Employee
      Retirement Income Security Act of 1974), except those set forth on Schedule
      2.11 (“Benefit Plans”).
      

    


    4.9 Insurance.
      All
      policies of insurance of any kind maintained, owned or held by Seller are set
      forth on Schedule
      2.11
      and such
      policies are in full force and effect, all premiums with respect thereto
      covering all periods up to and including the Closing Date have been paid, and
      no
      notice of cancellation or termination has been received with respect to any
      such
      policy which has not been replaced on substantially similar terms prior to
      the
      date of such cancellation or termination. The insurance policies to which Seller
      is a party are sufficient for compliance with all requirements of applicable
      laws and all agreements to which Seller is a party or by which Seller or its
      assets are bound, and the coverage provided by said policies are sufficient
      to
      cover all risks insured against. Seller will maintain insurance coverage, in
      amounts deemed adequate by Seller’s management, against all risks presently
      insured against. In the event any such insurance policy is not acquired or
      assumed by the Buyer or Janel by the Closing Date, Seller shall not be
      responsible for the maintenance of any such insurance coverage after the Closing
      Date, unless otherwise agreed between Buyer and Seller. 

    


    4.10 Permits;
      Licenses. Schedule
      2.12
      sets
      forth all of the Consents and franchises which have been issued to or are held
      or used by Seller, or for which Seller has applied. Seller has obtained all
      of
      the Consents and franchises which are necessary for the ownership and use of
      the
      Purchased Assets, the conduct of its business, and the consummation of the
      transactions contemplated hereby. All such Consents and franchises are in full
      force and effect, no violations exist or have been recorded in respect of any
      thereof, and no proceeding is pending or threatened to revoke or limit any
      thereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4.11 Financial
      Records.
      Seller's
      Financial Records and tax returns have been prepared in the normal course of
      business using normal good faith allocations and in accordance with GAAP,
      consistently applied, and present fairly all the assets, liabilities and results
      of operations of Seller for the periods specified. Janel shall have made a
      review of Seller’s Financial Records, including for the years ended December 31,
      2006 and 2005. The accounts and notes receivable reflected on the Financial
      Records represent bona fide claims of Seller against debtors for sales or
      advances made or services performed in the ordinary course of business and
      have
      been collected or are and will be good and collectible in the ordinary course
      of
      business. Except as set forth on Schedule
      4.11
      attached, Seller has no knowledge of any such receivables that are
      uncollectible, in controversy or subject to offset or counterclaim. Schedule
      4.11
      also
      sets forth (a) Seller's standard terms and conditions for sales and collections
      and (b) a list of those customers to which such standard terms and conditions
      do
      not apply, if any, and a description of such non-standard terms on a customer
      by
      customer basis. 

    


    4.12 Tax
      Matters.
      All
      required federal, state, county, town, city and village tax reports and returns
      of Seller have been and will be properly and accurately filed, and all taxes
      due
      thereunder have been paid or adequate reserves therefore have been established.
      Seller shall make available to Buyer and Janel such financial and tax
      information and give access to Seller’s books and records as Buyer or Janel may
      reasonably require for all diligence purposes, the preparation of Financial
      Records, and for audits.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.13 Capital
      Expenditures.
      Seller
      has delivered a schedule of all monies disbursed on account of capital
      expenditures made by it since December 31, 2006 to the date hereof (attached
      hereto as Schedule
      4.13)
      in
      excess
      of $5,000. After the date hereof, no capital expenditures or commitments in
      excess of $1,000 will be made by Seller for the business of Seller, except
      with
      Buyer’s prior written consent.

    


    4.14 Absence
      of Undisclosed Liabilities.
      To the
      knowledge of Seller, there are no liabilities (direct or contingent) of Seller
      as to which a claim has been or may be made that would materially affect the
      Purchased Assets or the business of Seller, except those expressly assumed
      by
      Buyer as set forth on Schedule
      4.14.
      

    


    4.15 No
      Breach.
      The
      execution and delivery by Seller of this Agreement, the performance by Seller
      of
      its and his obligations hereunder, and the consummation by Seller of the
      transactions contemplated hereby will not (a) conflict with, result in any
      violation of, or constitute a default under, Seller's Certificate of
      Incorporation or By-Laws, in each case as amended to date, (b) constitute a
      default under, result in a violation or breach of, result in the cancellation
      or
      termination of, accelerate the performance required under, or result in the
      creation of, any Lien upon any of the Purchased Assets pursuant to any
      agreement, mortgage, guaranty, deed of trust, note, indenture, bond, lease,
      license or other instrument to which Seller is a party or by which any of
      Seller's assets are bound, or (c) result in to Seller’s knowledge a material
      violation of or conflict with any law, ordinance, rule, regulation, order,
      writ,
      judgment, award, edict or decree applicable to Seller, its business or the
      Purchased Assets.

    


    4.16 Litigation.
      Other
      than as set forth on Schedule 4.16, there are no outstanding suits, actions,
      proceedings, investigations, audits, claims, or awards pending or, to the best
      knowledge of Seller, threatened against Seller, its business or the Purchased
      Assets (collectively, "Litigation")
      and,
      to the best knowledge of Seller, there is no basis for any such Litigation.
      There are no orders, judgments, writs or decrees outstanding against Seller,
      its
      business or the Purchased Assets.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4.17 Compliance
      with Laws.
      Seller
      will remain in material compliance with all applicable federal, state, foreign
      and local legal requirements, including, without limitation, Environmental
      Laws
      (as defined in Section
      4.5(k))
      in each
      of the jurisdictions in which Seller conducts business.

    


    4.18 Conduct
      of Business.
      Seller
      has since August 16, 2007, and shall from the date hereof (a) conduct its
      business in the ordinary course only; (b) refrain from (i) materially altering
      existing sales or collection practices, terms or conditions, (ii) deferring
      payment of expenses, (iii) terminating the employment of any key employees,
      or
      (iv) hiring any new employee whose total compensation (on an individual basis)
      exceeds $25,000 per annum, or change the compensation of any employee other
      than
      normally scheduled increases in the ordinary course without Janel or Buyer’s
      prior written consent; (c) exert its best efforts and shall instruct its
      employees, consultants and independent contractors to exert their best efforts
      to (i) maintain good relationships with suppliers, customers, employees,
      consultants and independent contractors, (ii) maintain and preserve intact
      its
      business organization and all agreements, (iii) maintain its books, accounts
      and
      records in the usual manner on a basis consistent with prior years, and (iv)
      maintain all of its assets in customary repair, order and
      condition.

    


    4.19 Liens;
      Indebtedness.
      Seller
      will not from or after the date hereof, (a) except in the ordinary course of
      business consistent with past practices, mortgage, pledge or subject to a lien,
      security interest or any other encumbrance any of its property or assets,
      dispose of any of its property or assets or incur or cancel any obligation,
      indebtedness or claims, (b) except in the ordinary course of business consistent
      with past practices, incur, increase, renew, refinance or extend or agree or
      commit to incur, increase, renew, refinance or extend any indebtedness for
      borrowed money, any obligation which is evidenced by any note, bond, debenture,
      instrument or security, or obligation with respect to any commercial or standby
      letter of credit, or (c) guaranty the obligations of any other person or entity,
      except for guarantees of collection in the ordinary course of business,
      consistent with past practice.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4.20 Pension,
      and Retirement Plans.
      Seller
      is not, and has never been, a party to any Collective Bargaining Agreement
      between the Seller and any independent employees union.

    


    4.21 Non-Compete;
      Non-Sollicitation; Non-Disclosure.
      The
      restrictive covenants contained herein are in
      consideration of the obligations of Buyer and the consideration to be received
      by Seller under this Agreement.

    


    (a) No
      Competition.
      Seller
      shall not, and shall not directly or indirectly cause any officers, directors
      or
      managers to directly or indirectly and in any manner, whether as an employee,
      employer, consultant, independent contractor, agent, principal, partner,
      manager, investor, lender, officer, or director, or in any other capacity,
      engage in or become interested in any business that is competitive with the
      business of Seller, Buyer or Janel, with the exception of the holding of
      securities totaling less than one percent (1%) of the issued and outstanding
      securities of a public company as a passive investment.

    


    (b) No
      Solicitation.
      Seller
      shall not, and shall not directly or indirectly cause any person or entity
      including, but not limited to, its officers, directors, employees, consultants,
      and independent contractors, to, directly or indirectly and in any manner,
      whether as an employee, employer, consultant, independent contractor, agent,
      principal, partner, manager, investor, lender, officer, or director, or in
      any
      other capacity:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (i)
      solicit for services or employ any person or entity that (1) was or is engaged
      by Buyer, Janel or Seller and will be engaged by Buyer or Janel as of the
      Closing Date or (2) was or is engaged by Buyer or Janel; or

    


    (ii)
      solicit any person or entity that was or is a customer of Seller, Buyer or
      Janel
      for business or the purchase of goods or services in competition with the
      business of the Seller, Buyer or Janel; or

    


    (iii)
      interfere with or endeavor to cause any person or entity to interfere with
      any
      employment or engagement with Buyer or Janel in any manner; or

    


    (iv)
      induce or attempt to induce any person or entity to breach or interfere with
      any
      agreements or arrangements involving Buyer or Janel.

    


    (c) No
      Disclosure. Seller
      shall not, and shall not directly or indirectly cause any person or entity
      including, but not limited to, its officers, directors, employees, consultants,
      and independent contractors to, directly or indirectly and in any manner,
      whether as an employee, employer, consultant, independent contractor, agent,
      principal, partner, manager, investor, lender, officer, or director, or in
      any
      other capacity:

    


    (i)
      disclose, reveal, publish or otherwise make known or available to any person
      or
      entity, including any governmental or quasi-governmental body (each a
      "Third
      Party"),
      any
      Confidential Information (as defined below); or

    


    (ii)
      use,
      or permit any Third Party under Seller’s control or influence, to use any
      Confidential Information for any reason or purpose whatsoever, except as
      approved by Buyer and Janel or as required by applicable law. The term
      "Confidential
      Information"
      shall
      mean all confidential and proprietary documentation, information and materials
      including, but not limited to, data, "know-how," plans, studies, procedures,
      processes, trade secrets, records, record keeping techniques, expansion plans,
      contemplated services or products, and customer, employee, consultant, or
      independent contractor lists, relating to the business or financing activities
      of Seller, Buyer or Janel, and, generally, without limiting the foregoing,
      any
      information not available to the public generally and pertaining to the
      business, finances, or operations of Seller, Buyer or Janel. For purposes of
      this Agreement, Confidential Information shall not include information which
      is
      in the public domain at the time it is received by Seller or which becomes
      public through no fault or negligence of Seller.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Conflicting
      Provisions If
      after
      the Closing Date a conflict arises between the provisions of Section 4.21 of
      this Agreement and the provisions of any employment agreement of any former
      employee of the Seller, the provisions of this Agreement shall
      govern.

    


    (e) Irreparable
      Injury. Seller
      acknowledge and agree that (i) Buyer and Janel will suffer irreparable injury
      for which money damages are not sufficient, (ii) a remedy at law will be
      inadequate for Buyer and Janel, and (iii) Buyer and Janel will be entitled
      to
      injunctive relief without proof of damages. Accordingly, Seller hereby consent
      to the seeking by Buyer or Janel, and imposition, of injunctive relief and
      any
      other appropriate equitable relief in order to protect their rights hereunder.
      Such relief shall be in addition to any other relief which may be available
      at
      law or in equity.

    


    4.22 No
      Misrepresentation.
      No
      representation or warranty by Seller in this Agreement, on any Schedule hereto
      or any certificate, document or materials delivered pursuant hereto, contains
      any untrue statement of a material fact or omits to state any material fact
      necessary in order to make the statements contained therein not misleading.
      Seller will promptly notify Buyer if it or he receives any claim or notice
      of
      any violation or change with respect to the representations, warranties,
      covenants, agreements, documents or materials hereunder or delivered pursuant
      hereto.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4.23 True
      and Complete Copies.
      Copies
      of any agreements, documents or materials delivered and to be delivered
      hereunder are and will be true and complete copies of such agreements, documents
      or materials. Neither Seller nor any agent of Seller is in default under any
      such agreements, documentation or materials.

    


    4.24 Books
      and Records.
      Janel,
      Buyer and their representatives shall have full reasonable access to all of
      the
      books, records, properties, assets and personnel of Seller during normal
      business hours from the date hereof and on the Closing Date.

    


    4.25 Indemnification.
      Seller
      shall fully defend, indemnify and hold Buyer and Janel and their successors,
      assigns and representatives harmless, without regard to rights of setoff, from
      and against any liability, penalty, cost or expense incurred by or imposed
      on
      them, including reasonable attorneys fees, as a result of:

    


    (a) any
      claim
      by any employee, consultant or independent contractor, which is attributable
      to
      periods of employment with Seller, or as a result of termination of employment
      from Seller; and

    


    (b) any
      claim
      or liability for product liability, service liability and Unpaid Sales Taxes
      incurred by Seller.

    


    5. Representations
      and Warranties of Buyer.
      Buyer
      and Janel represent and warrant to Seller that, as of the date hereof, for
      the
      period of time until the Closing date, if such date is later than the date
      hereof, and on the Closing Date:

    


    5.1 Organization
      and Good Standing.
      Buyer
      and Janel are corporations duly organized, validly existing and in good standing
      under the laws of the State of Nevada with all requisite corporate power and
      authority to (a) execute, deliver and perform their obligations under this
      Agreement and other agreements contemplated hereby and (b) consummate the
      transactions contemplated hereby and thereby. Buyer and Janel are duly qualified
      to do business and are in good standing in each jurisdiction where the conduct
      of their business requires such qualification.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    5.2 Authorization.
      The
      execution and delivery by Buyer and Janel of this Agreement, the performance
      by
      Buyer and Janel of their obligations hereunder and the consummation by Buyer
      and
      Janel of the transactions contemplated hereby have been duly authorized by
      all
      necessary corporate action. This Agreement constitutes the legal, valid and
      binding obligation of Buyer and Janel, enforceable against them in accordance
      with its terms.

    


    5.3 No
      Breach.
      The
      execution and delivery by Buyer and Janel of this Agreement, the performance
      by
      Buyer and Janel of their obligations hereunder, and the consummation by Buyer
      and Janel of the transactions contemplated hereby will not conflict with, result
      in any violation of or constitute a default under Buyer and Janel's Certificate
      of Incorporation or By-Laws, in each case as amended to date.

    


    5.4 Securities
      Compliance.
      Janel
      has timely filed all reports that are required to be filed by it with the SEC
      and is current with such filings. The Janel Shares and Bonus Shares shall be
      validly issued, fully paid and non-assessable. There are no subscriptions,
      options, warrants, rights or other agreements outstanding to acquire the Janel
      Shares or Bonus Shares. Seller will own the Janel Shares and Bonus Shares free
      and clear of all Liens, except as described in Sections
      3.1
      and
3.4.

    


    6. Additional
      Representations, Warranties and Covenants.

    


    6.1 Assistance
      After Closing.
      Each
      party will execute after the Closing Date such further instruments of
      assumption, assignment, transfer and conveyance and such other documents as
      may
      be reasonably requested by the other parties in connection with the carrying
      out
      of the transactions contemplated by this Agreement, including specifically,
      but
      not limited to, Seller enabling Janel and Buyer in the preparation and filing
      of
      all necessary materials and reports with the SEC which are necessary in the
      judgment of Janel's or Buyer's counsel.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6.2 Brokers.  Neither
      Seller, nor Buyer or Janel, or any of their officers, directors, employees,
      accountants, agents or representatives has employed any broker or finder, or
      incurred any liability for any fee, commission, or other compensation payable
      to
      any person or entity on account of alleged employment as a broker or finder,
      or
      performance of services as a broker or finder, in connection with or as a result
      of this Agreement or the transactions contemplated hereby.

    


    6.3 Key
      Employees. Upon
      the
      Closing Date, Buyer shall become the employer of Seller's employees
      listed
      on Schedule
      6.3
      attached. Nothing herein contained shall be deemed to impose on Buyer or Janel
      the obligation to retain any such employees, or to enter into any agreements
      with any such employees, except to the extent set forth on Schedule
      6.3
      attached
      which lists principal employees with whom Buyer will enter into employment
      or
      management agreements. 

    


    6.4 Indemnification.

    


    (a) Seller
      and its successors and assigns, hereby agree to defend, indemnify and hold
      harmless Buyer and Janel from and against any and all liabilities, obligations,
      losses, damages, penalties, judgments, costs, expenses, claims, diminution
      in
      value, or disbursements of any kind or nature whatsoever, including but not
      limited to, interest, penalties, fines, judgments, settlements, costs of
      preparation and investigation, costs incurred in enforcing this indemnity,
      and
      reasonable attorneys' fees and expenses (collectively, "Losses") that Buyer
      and
      or Janel may suffer, sustain, incur or become subject to arising out of any
      breach of this Agreement and or acts or omissions of Seller, as a consequence
      of
      a breach of any representation, warranty, covenant or agreement by Seller,
      or
      any and all liabilities for obligations of Seller not assumed by Buyer at the
      Closing Date.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b) Buyer
      and
      Janel, and their respective successors and assigns will, jointly and severally,
      forever defend indemnify and hold harmless Seller from and against any and
      all
      liabilities, obligations, losses, damages, penalties, judgments, costs,
      expenses, claims, diminution in value, or disbursements of any kind or nature
      whatsoever, including but not limited to, interest, penalties, fines, judgments,
      settlements, costs of preparation and investigation, costs incurred in enforcing
      this indemnity, and reasonable attorneys' fees and expenses (collectively,
      "Losses") that Seller may suffer, sustain, incur or become subject to arising
      out of any acts or omissions of Buyer or Janel from and after the date
      hereof.

    


    7. Conditions
      Precedent.

    


    7.1 Conditions
      Precedent to Buyer’s Obligations.
      All of
      the obligations of Buyer and Janel hereunder are subject to the fulfillment
      by
      Seller, as applicable, of each of the following conditions on or before the
      Closing Date:

    


    (a) All
      representations and warranties of Seller contained in this Agreement and in
      certificates, documents, schedules and materials delivered pursuant hereto
      and
      in connection with the transactions contemplated hereby and thereby shall be
      true and correct in all material respects at and as of the Closing Date as
      if
      such representations and warranties had been made on the Closing Date. Seller
      shall have furnished Buyer with all schedules required by this Agreement in
      form
      and substance reasonably satisfactory to Buyer.

    


    (b) All
      covenants of Seller to be performed or complied with by the Closing Date
      pursuant to the terms hereof shall have been duly performed or complied
      with.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) Seller
      shall have furnished Buyer with copies of resolutions duly adopted by its board
      of directors and sole stockholder approving the transactions contemplated by
      this Agreement.

    


    (d) Seller
      shall have furnished Buyer and Janel with a favorable opinion, dated the Closing
      Date, of Seller’s corporate counsel, Donald P. Reed, Esq., of St. Petersburg,
      Florida, in form and substance reasonably satisfactory to Buyer, Janel and
      counsel to the effect that Seller is a Delaware corporation in good standing
      and
      has full power and authority to make and perform this Agreement, that this
      Agreement has been duly authorized by proper corporate action of Seller and
      its
      stockholder, that this Agreement constitutes the valid and legally binding
      obligation of Seller, subject to its terms, that the Bill of Sale, assignments,
      and other instruments, documents and agreements delivered by Seller have been
      duly authorized and executed and are effective to vest in Buyer good and
      marketable title to Seller’s interest in and to the Purchased Assets and to
      consummate the transactions contemplated hereunder.

    


    (e) If
      so
      requested by Janel, and at Janel’s cost and expense, Buyer and Janel shall be
      entitled to a fairness opinion from such investment advisors selected by Janel
      (to which Seller shall consent, which consent shall not be unreasonably
      withheld).

    


    (f) Janel
      shall have received approval from its primary lenders and investment bankers
      and
      financing from such institutions or bankers sufficient to cover the Cash
      Consideration and any debt that was or will be incurred as a necessary incident
      to this Agreement.

    


    (g) Seller
      shall not have (i) suffered any material adverse change, and no such change
      is
      threatened, to its business, agreements, operations, properties, assets or
      financial condition, or (ii) entered into any agreement or transaction out
      of
      the ordinary course of business or which would affect any such material adverse
      change.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (h) The
      composition and amount of the assets and liabilities of Seller shall not have
      materially changed since the execution of the Agreement, except as disclosed
      to
      Buyer prior to the Closing Date; and, in that event, Buyer and Janel shall
      be
      entitled to conduct such further due diligence and have prepared and executed
      such documentation as they deem reasonably necessary such that they are
      satisfied that the transaction can be consummated. Seller shall not incur any
      guarantees or indebtedness for borrowed money not in the ordinary course of
      business or in excess of $1,000, or increased the compensation or expense
      allowance payable to any of its officers, employees, consultants or independent
      contractors, or paid any bonus, whether or not accrued, without first obtaining
      the written permission of Buyer and Janel,. Seller’s stockholder shall not have
      received any monies from Seller by way of dividends, redemption, loans, or
      advances.

    


    (j) Seller
      each shall have delivered to Buyer and Janel a Certificate dated the Closing
      Date signed the President and Secretary of Seller, respectively, to certify
      to
      the statements contained in clauses (a), (b), (i), and (j) in this Section
      7.1.

    


    (k) The
      employees of the Seller who are to be employed by the Buyer or Janel shall
      have
      executed and delivered to Buyer an employment agreement between Buyer and
      themselves.

    


    (l) Seller
      shall have delivered the documents set forth in Sections
      8.1 and 8.2
      below.

    


    7.2 Conditions
      Precedent to Seller’s Obligations.
      All of
      the obligations of Seller hereunder are subject to the fulfillment of each
      of
      the following conditions on or before the Closing Date:

    


    (a) All
      representations and warranties of Buyer and Janel contained in this Agreement
      shall be true and correct in all material respects at and as of the Closing
      Date
      as if such representations and warranties had been made on the Closing
      Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) All
      covenants of Buyer and Janel to be performed or complied with on or before
      the
      Closing Date pursuant to the terms hereof shall have been duly performed or
      complied with.

    


    (c) Buyer
      and
      Janel shall have furnished Seller with copies of resolutions duly adopted by
      their respective boards of directors and stockholders approving the transactions
      contemplated by this Agreement.

    


    (d) Buyer
      and
      Janel shall have furnished Seller with a favorable opinion, dated the Closing
      Date, of Buyer's and Janel’s counsel, Scheichet & Davis, P.C., in form and
      substance reasonably satisfactory to Seller and its counsel to the effect that
      Buyer and Janel are Nevada corporations in good standing and have full power
      and
      authority to make and perform this Agreement, that this Agreement has been
      duly
      authorized by proper corporate action of Buyer and Janel and their respective
      stockholders, that this Agreement constitutes the valid and legally binding
      obligation of Buyer and Janel, subject to its terms, and that the documents
      and
      agreements delivered by Buyer and Janel have been duly authorized and
      executed.

    


    (e) Buyer
      shall have delivered to Seller copies of documentation from investors or lenders
      evidencing the availability to Buyer of the funds necessary to consummate this
      transaction.

    


    (f) Buyer
      shall have executed and delivered the employment agreements referred to in
      Section 7.1(k).

    


    8. Conveyance.
      To
      implement Section
      2,
      Seller
      shall deliver the following:

    


    8.1 Personal
      Property.
      The Bill
      of Sale necessary to convey to Buyer all Seller's right, title and interest
      in
      the personal property set forth in Section 2.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    8.2 Leases;
      Licenses; Permits.
      The
      assignments necessary to transfer to Buyer all of Seller’s right, title and
      interest in the property and agreements set forth in Sections
      2.1 through 2.3, 2.7, 2.8, and 2.11 through 2.13,
      and the
      Schedules thereto, and each Consent thereto if required.

    


    9. Closing.

    


    9.1 Closing
      Date.
      The
      Closing Date shall be the date hereof, or on such other date as the parties may
      agree upon. At the option of Buyer, Janel or Seller, by notice to the other
      parties, given not later than the tenth (10th)
      day
      preceding the scheduled Closing Date, the Closing Date may be adjourned for
      a
      period of five (5) days.

    


    9.2 Place
      of Closing.
      The
      Closing shall take place at the offices of Scheichet & Davis, P.C., 767
      Third Avenue, 24th
      Floor,
      New York, New York 10017, or at such other place in New York City as may be
      designated by the parties.

    


    10. Notices. Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be mailed by certified mail, return receipt requested
      or
      by FedEx, Express Mail, or similar overnight delivery or courier service or
      delivered (in person or by facsimile) to the party to which it is to be given
      at
      the address or facsimile number of such party set forth below (or to such other
      address or facsimile number as the party shall have furnished in writing in
      accordance with the provisions of this Section
      10).

    


    If
      to
      Buyer:

    


    Janel
      Newco, Inc.

    150-14
      132nd Avenue

    Jamaica,
      New York 11434

    Facsimile:
      (718) 527-1689

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    If
      to
      Janel:

    


    James
      N.
      Jannello, CEO

    Janel
      World Trade, Ltd.

    150-14
      132nd Avenue

    Jamaica,
      New York 11434

    Facsimile:
      (718) 527-1689

    


    with
      a
      copy to:

    


    William
      J. Davis, Esq.

    Scheichet
      & Davis, P.C.

    767
      Third
      Avenue - 24th
      Floor

    New
      York,
      New York 10017

    Facsimile:
      (212) 371-7634

    


    If
      to
      Seller:

    


    Richard
      Francis, C.E.O.

    Order
      Logistics, Inc.

    #3
      Crafton Square

    Pittsburgh,
      PA 15205

    Facsimile:
      (412) 920-1899

    


    with
      a
      copy to:

    


    Jeffery
      B. Wampler, Esq.

    Erwin,
      Martinkus & Cole, Ltd.

    411
      W.
      University Ave.

    Champaign,
      IL 61820

    Facsimile:
      (217) 351-4314 - fax

    


    11. Miscellaneous.

    


    11.1 Amendment.
      This
      Agreement may be amended only in writing by a document subscribed by Buyer,
      Janel and Seller. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.2 Choice
      of Law; Assignment.
      The
      Agreement shall be governed by the laws of the State of New York without regard
      to conflict of laws principles that might require the application of the laws
      of
      another jurisdiction, and shall be binding upon and shall inure to the benefit
      of the parties hereto and their respective representatives, successors and
      assigns; provided that neither Buyer nor Seller may assign all or any part
      of
      this Agreement without the prior written consent of the other. Any dispute,
      action, suit, or proceeding arising out of, based on, or in connection with
      this
      Agreement, may be brought only in the federal and state courts of the State
      and
      County of New York, and each party covenants, waives and agrees not to assert
      by
      way of motion, as a defense, or otherwise, in any such dispute, action, suit,
      or
      proceeding, any claim that it is not subject personally to the jurisdiction
      of
      such courts if it has been duly served with process, that its property is exempt
      or immune from attachment or execution, that the dispute, action, suit, or
      proceeding is brought in an inconvenient forum, that the venue of the dispute,
      action, suit, or proceeding is improper, or that this Agreement or the subject
      matter hereof may not be enforced in or by any such courts. Each party hereto
      consents to the personal jurisdiction of each such court and to the service
      of
      process by mail at its address to which notices are to be sent under
Section
      10
      in
      connection with any such dispute, action, suit or proceeding.

    


    11.3 Entire
      Agreement.
      No party
      has made or makes any representations or warranties of any kind to the other
      except those expressly set forth in this Agreement. This Agreement sets forth
      the entire understanding of the parties with respect to the subject matter
      hereof and supersedes all other agreements and letters of intent previously
      contemplated or entered into by and among the parties hereto with respect to
      the
      subject matter hereof, with the exception of any paragraphs of the LOI that
      are
      specifically referenced herein.

    


    11.4 Severability.
      If any
      provision of this Agreement shall be held invalid or unenforceable for any
      reason, such provision shall be reformed to the maximum extent permitted to
      preserve the parties' original intent, failing which it shall be severed from
      this Agreement with the balance of this Agreement continuing in full force
      and
      effect. Such occurrence shall not have the effect of rendering the provision
      in
      question invalid in any other jurisdiction or in any other case or circumstance,
      or of rendering invalid any other provisions contained herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.5 Survival.
      The
      covenants, agreements, representations and warranties of each party made in
      this
      Agreement, and the certificates delivered hereunder or pursuant hereto, shall
      survive the Closing Date for the periods stated herein and, if no such period
      is
      stated, then until six (6) years after the Closing Date, except that the
      provisions of Sections 4.21 (c), (d) and (e) shall have no expiration
      date.

    


    11.6 Waiver.
      Any
      waiver by any party of a breach, violation or default of any provision of this
      Agreement shall not operate as or be construed to be a waiver of any other
      breach, violation or default of that provision or of any other provision of
      this
      Agreement. The failure of a party to insist upon strict adherence to any
      provision of this Agreement on one or more occasions will not be considered
      a
      waiver or deprive that party of the right thereafter to insist upon strict
      adherence to that provision or any other provision of this Agreement. Any waiver
      must be in writing and signed by the party to be charged with giving such
      waiver.

    


    11.7 Counterparts.
      This
      Agreement may be executed in any number of counterparts, including a confirmed
      facsimile transmission, each of which shall be deemed to be an original but
      all
      of which shall be deemed to constitute a single instrument.

    


    (This
      space intentionally left blank)

    


    (Signature
      page follows)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement
      to
      be executed as of the date first above written.

    

      
        	
                JANEL
                  NEWCO, INC.

              	 	
                ORDER
                  LOGISTICS, INC.

              
	 	 	 	 	 
	
                By:

              	
                /s/
                  James N. Jannello

              	 	
                By:
                  

              	
                /s/
                  Richard S. Francis

              
	
                Name:

              	
                James
                  N. Jannello

              	 	
                Name:

              	
                Richard
                  S. Francis

              
	
                Title:

              	
                President

              	 	
                Title:

              	
                President

              
	 	 	 	 	 
	
                JANEL
                  WORLD TRADE, LTD.

              	 	 	 
	 	 	 	 	 
	
                By:

              	
                /s/
                  James N. Jannello

              	 	 	 
	
                Name:

              	
                James
                  N. Jannello

              	 	 	 
	
                Title:

              	
                Executive
                  Vice President and Chief Executive Officer

              	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      LIST

    


    This
      list
      identifies the contents of all omitted schedules. The registrant agrees to
      supplementally furnish the SEC with a copy of any omitted schedule upon
      request.

    


    Schedule
      2 - Excluded Assets

    


    Schedule
      2.1 - Computer Software& Hardware

    


    Schedule
      2.3 - Other Personal Property

    


    Schedule
      2.4 - Prepaid Expenses

    


    Schedule
      2.7 - Trade Names, Trademarks, Service marks

    


    Schedule
      2.8 - Business Agreements, Leases, Licenses, Notes

    


    Schedule
      2.9 - Customer Contracts and Customer Lists

    


    Schedule
      2.11 - Certain Insurance Policies

    


    Schedule
      3(b) - Share Allocation

    


    Schedule
      4.3 - Consent Required 

    


    Schedule
      4.6 - Liens 

    


    Schedule
      4.11 - Uncollectible Receivables 

    


    Schedule
      4.13 - Capital Expenditures 

    


    Schedule
      4.14 - Undisclosed Liabilities

    


    Schedule
      4.16 - Law Suits

    


    Schedule
      6.3 - Contract Employees