EXHIBIT
      4.2

    


    JANEL
      WORLD TRADE LTD.

    CERTIFICATE
      OF DESIGNATION

    OF

    SERIES
      B CONVERTIBLE 

    PREFERRED
      STOCK

    


    (Pursuant
      to Section 78.1955 of the Nevada Private Corporations Law)

    


     RESOLVED,
      that
      the Board of Directors, pursuant to authority expressly vested in it by the
      provisions of the Certificate of Incorporation of the Corporation, hereby
      authorizes the issuance of Two Hundred Eighty Five Thousand (285,000) shares
      of
      Series B Convertible Preferred Stock, par value $0.001 per share (the “Preferred
      Share(s)”), of the Corporation, and hereby fixes the designation, preferences,
      rights and the qualifications, limitations and restrictions thereof, in addition
      to those set forth in the Certificate of Incorporation of the Corporation,
      as
      follows: 

    


    (1) No
      Voting Rights.
      Except
      as otherwise provided herein, in the Certificate of Incorporation or as required
      by law, the holders of the Preferred Shares (each a “Holder,” and collectively
      the “Holders”) shall have no voting rights or powers to vote upon the election
      of directors or upon any other matter, except that such holders shall have
      the
      right to notice of meetings and voting rights and powers to vote upon any matter
      regarding the Series B Convertible Preferred rights and
      preferences.

     

    (2) Stated
      Value.
      Subject
      to Section 6,
      each
      Preferred Share shall have a “Stated
      Value”
equal
      to fifty ($.50) cents.

     

    (3) Conversion
      of Preferred Shares.
      Each of
      the Preferred Shares shall be convertible into Ten
      (10)
      shares
      of the Company’s common stock, par value $0.001 per share (the “Common
      Stock”)
      at any
      time or times on or after the expiration of two (2) years after the first date
      of issuance of any Preferred Share (the “Original
      Issuance Date”).
      Any
      Holder shall be entitled to convert all or a portion of such Holder’s Preferred
      Shares into fully paid and non-assessable shares of Common Stock (each, a
“Conversion”),
      in
      accordance with this Section 3(a),
      Section
      3(b)
      and
Section 3(c).
      The
      Company shall not issue any fraction of a share of Common Stock upon any
      conversion. All shares of Common Stock (including fractions thereof) issuable
      upon conversion of more than one Preferred Share by a Holder thereof shall
      be
      aggregated for purposes of determining whether the conversion would result
      in
      the issuance of a fraction of a share of Common Stock. If, after the
      aforementioned aggregation, the issuance would result in the issuance of a
      fraction of a share of Common Stock, the Company shall, in lieu of issuing
      such
      fractional share, pay to the Holder the fair value thereof in cash. The Company
      shall pay any and all taxes that may be payable with respect to the issuance
      and
      delivery of Common Stock upon conversion of Preferred Shares, unless such taxes
      result from the issuance of Common Stock upon conversion to a person other
      than
      the Holder.

     

    (a) Conversion
      Price.
      Subject
      to anti-dilution adjustment as provided in Section 3(d),
      upon a
      Conversion pursuant to Section
      3(a)
      herein,
      the conversion price (the “Optional
      Conversion Price”)
      of
      each Preferred Share shall equal $.50. Each Preferred Share will convert into
      that number of shares of Common Stock determined by dividing the Stated Value
      of
      the Preferred Share by the Optional Conversion Price, as adjusted at the time
      of
      conversion.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b) Mechanics
      of Conversion.
      To
      convert Preferred Shares into Conversion Shares, pursuant to Section
      3(a)
      on any
      date (a “Conversion
      Date”),
      the
      Holder thereof shall (i) transmit by facsimile (or otherwise deliver), for
      receipt on or prior to 11:59 p.m. Eastern Time on such date, a copy of an
      executed notice of conversion in the form attached hereto as Exhibit I
      (the
“Conversion
      Notice”)
      to the
      Company, and (ii) surrender to a common carrier for delivery to the Company
      within three (3) business days of such date the original certificates
      representing the Preferred Shares being converted (or an indemnification
      undertaking with respect to such shares in the case of their loss, theft or
      destruction) (the “Preferred
      Stock Certificates”).
      On or
      before the fifth (5th)
      Business Day following the date of receipt of a Conversion Notice (the
“Share
      Delivery Date”),
      the
      Company shall (x) issue and deliver to the address as specified in the
      Conversion Notice, a certificate, registered in the name of the Holder or its
      designee, for the number of shares of Common Stock to which the Holder shall
      be
      entitled, or (y) provided that the Common Stock is then publicly traded (or
      quoted), the Company has a transfer agent (the “Transfer
      Agent”),
      and
      the Transfer Agent is participating in The Depository Trust Company
      (“DTC”)
      Fast
      Automated Securities Transfer Program, upon the request of the Holder, credit
      such aggregate number of shares of Common Stock to which the Holder shall be
      entitled to the Holder’s or its designee’s balance account with DTC through its
      Deposit Withdrawal Agent Commission system. If the number of Preferred Shares
      represented by the Preferred Stock Certificate(s) submitted for conversion
      pursuant to this Section 3(c) is
      greater than the number of Preferred Shares being converted, then the Company
      shall, as soon as practicable and in no event later than five (5) business
      days
      after receipt of the Preferred Stock Certificate(s) (the “Preferred
      Stock Delivery Date”)
      and at
      its own expense, issue and deliver to the Holder a new Preferred Stock
      Certificate representing the number of Preferred Shares not converted. The
      person or persons entitled to receive the shares of Common Stock issuable upon
      a
      conversion of Preferred Shares shall be treated for all purposes as the record
      holder or holders of such shares of Common Stock on the Conversion
      Date.

     

    (c) Anti-Dilution
      Provisions.
      The
      Conversion Price in effect at any time and the number and kind of securities
      issuable upon conversion of the Preferred Shares shall be subject to adjustment
      from time to time upon the happening of certain events as follows:

     

    (i)
      Adjustment
      for Stock Splits and Combinations.
      If the
      Company at any time or from time to time on or after the Original Issuance
      Date
      effects a subdivision of the outstanding Common Stock, the Conversion Price
      then
      in effect immediately before that subdivision shall be proportionately
      decreased, and conversely, if the Company at any time or from time to time
      on or
      after the Original Issuance Date combines the outstanding shares of Common
      Stock
      into a smaller number of shares, the Optional Conversion Price then in effect
      immediately before the combination shall be proportionately increased. Any
      adjustment under this Section
      3(d)(i) shall
      become effective at the close of business on the date the subdivision or
      combination becomes effective.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii)
      Adjustment
      for Certain Dividends and Distributions.
      If the
      Company at any time or from time to time on or after the Original Issuance
      Date
      makes or fixes a record date for the determination of holders of Common Stock
      entitled to receive, a dividend or other distribution payable in additional
      shares of Common Stock, then and in each such event the Conversion Price then
      in
      effect shall be decreased as of the time of such issuance or, in the event
      such
      record date is fixed, as of the close of business on such record date, by
      multiplying the Conversion Price then in effect by a fraction (1) the numerator
      of which is the total number of shares of Common Stock issued and outstanding
      immediately prior to the time of such issuance or the close of business on
      such
      record date and (2) the denominator of which shall be the total number of shares
      of Common Stock issued and outstanding immediately prior to the time of such
      issuance or the close of business on such record date plus the number of shares
      of Common Stock issuable in payment of such dividend or distribution;
provided,
      however,
      that if
      such record date is fixed and such dividend is not fully paid or if such
      distribution is not fully made on the date fixed therefore, the Conversion
      Price
      shall be recomputed accordingly as of the close of business on such record
      date
      and thereafter the Conversion Price shall be adjusted pursuant to this
Section 3(d)(ii)
      as of
      the time of actual payment of such dividends or distributions.

     

    (iii)
      Adjustments
      for Other Dividends and Distributions.
      In the
      event the Company at any time or from time to time on or after the Original
      Issuance Date makes, or fixes a record date for the determination of holders
      of
      Common Stock entitled to receive, a dividend or other distribution payable
      in
      securities of the Company other than shares of Common Stock, then and in each
      such event provision shall be made so that the Holders of Preferred Shares
      shall
      receive upon conversion thereof, in addition to the number of shares of Common
      Stock receivable thereupon, the amount of securities of the Company which they
      would have received had their Preferred Shares been converted into Common Stock
      on the date of such event and had they thereafter, during the period from the
      date of such event to and including the conversion date, retained such
      securities receivable by them as aforesaid during such period, subject to all
      other adjustments called for during such period under this Section 3(f)
      with
      respect to the rights of the Holders of the Preferred Shares.

     

    (iv)
      Adjustment
      for Reclassification, Exchange and Substitution.
      In the
      event that at any time or from time to time on or after the Original Issuance
      Date, the Common Stock issuable upon the conversion of the Preferred Shares
      is
      changed into the same or a different number of shares of any class or classes
      of
      stock, whether by recapitalization, reclassification or otherwise (other than
      a
      subdivision or combination of shares or stock dividend or a reorganization,
      merger, consolidation or sale of assets, provided for elsewhere in this
Section 3(d)),
      then
      and in any such event each Holder of Preferred Shares shall have the right
      thereafter to convert such stock into the kind and amount of stock and other
      securities and property receivable upon such recapitalization, reclassification
      or other change, by holders of the maximum number of shares of Common Stock
      into
      which such Preferred Shares could have been converted immediately prior to
      such
      recapitalization, reclassification or change, all subject to further adjustment
      as provided herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (v)
      Reorganizations,
      Mergers, Consolidations or Sales of Assets.
      If at
      any time or from time to time on or after the Original Issuance Date there
      is a
      capital reorganization of the Common Stock (other than a recapitalization,
      subdivision, combination, reclassification or exchange of shares provided for
      elsewhere in this Section 3(d))
      or a
      merger or consolidation of the Company with or into another corporation, or
      the
      sale of all or substantially all of the Company’s properties and assets to any
      other person, then, as a part of such reorganization, merger, consolidation
      or
      sale, provision shall be made so that the Holders of the Preferred Shares shall
      thereafter be entitled to receive upon conversion of the Preferred Shares the
      number of shares of stock or other securities or property to which a holder
      of
      the number of shares of Common Stock deliverable upon conversion would have
      been
      entitled on such capital reorganization, merger, consolidation, or sale. In
      any
      such case, appropriate adjustment shall be made in the application of the
      provisions of this Section 3(d)
      with
      respect to the rights of the Holders of the Preferred Shares after the
      reorganization, merger, consolidation or sale to the end that the provisions
      of
      this Section 3(d)
      (including adjustment of the Conversion Price then in effect and the number
      of
      shares purchasable upon conversion of the Preferred Shares) shall be applicable
      after that event and be as nearly equivalent as is practicable.

     

    (e)
      No
      Impairment.
      The
      Company will not, by amendment of its Certificate of Incorporation or through
      any reorganization, transfer of assets, consolidation, merger, dissolution,
      issue or sale of securities or any other voluntary action, avoid or seek to
      avoid the observance or performance of any of the terms to be observed or
      performed hereunder by the Company but will at all times in good faith assist
      in
      the carrying out of all the provisions of this Section 3
      and in
      the taking of all such action as may be necessary or appropriate in order to
      protect the conversion rights of the Holders of the Preferred Shares against
      impairment.

     

    (f) 
      Certificate as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Conversion Price
      pursuant to this Section 3,
      the
      Company at its expense shall promptly compute such adjustment or readjustment
      in
      accordance with the terms hereof and furnish to each Holder of Preferred Shares
      a certificate setting forth such adjustment or readjustment and showing in
      detail the facts upon which such adjustment or readjustment is based. The
      Company shall, upon the written request at any time of any Holder of Preferred
      Shares, furnish or cause to be furnished to such Holder a like certificate
      setting forth (i) such adjustments and readjustments, (ii) Conversion
      Price at the time in effect, and (iii) the number of shares of Common Stock
      and the amount, if any, of other property which at the time would be received
      upon the conversion of the Preferred Shares.

     

    (g) Status
      of Converted Stock.
      In the
      event any Preferred Shares shall be converted pursuant to Section 3
      hereof,
      the Preferred Shares so converted shall be canceled and shall not be reissued
      as
      Preferred Shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (h) Stock
      Purchase Rights.
      If at
      any time or from time to time, the Company grants or issues to the record
      holders of the Common Stock any options, warrants or rights (collectively,
      “Stock
      Purchase Rights”)
      entitling any holder of Common Stock to purchase Common Stock or any security
      convertible into or exchangeable for Common Stock or to purchase any other
      stock
      or securities of the Company, the Holders of Preferred Shares shall be entitled
      to acquire, upon the terms applicable to such Stock Purchase Rights, the
      aggregate Stock Purchase Rights which such Holders of Preferred Shares could
      have acquired if they had been the record holder of the maximum number of shares
      of Common Stock issuable upon conversion of their Preferred Shares on both
      (x) the record date for such grant or issuance of such Stock Purchase
      Rights, and (y) the date of the grant or issuance of such Stock Purchase
      Rights.

     

    (4) Assumption
      and Provision Upon Organic Change.
      Prior
      to the consummation of any Organic Change (as defined below), the Company shall
      make appropriate provision to ensure that each of the Holders of the Preferred
      Shares will thereafter have the right to acquire and receive in lieu of or
      in
      addition to (as the case may be) the shares of Common Stock immediately
      theretofore acquirable and receivable upon the conversion of such Holder’s
      Preferred Shares such shares of stock, securities or assets that would have
      been
      issued or payable in such Organic Change with respect to or in exchange for
      the
      number of shares of Common Stock which would have been acquirable and receivable
      upon the conversion of such Holder’s Preferred Shares into Common Stock
      immediately prior to such Organic Change. The
      following shall constitute an “Organic
      Change:”
any
      recapitalization, reorganization, reclassification, consolidation or merger,
      sale of all or substantially all of the Company’s assets to another Person or
      other transaction which is effected in such a way that holders of Common Stock
      are entitled to receive (either directly or upon subsequent liquidation) stock,
      securities or assets with respect to or in exchange for Common
      Stock.

     

    (5) Reservation
      of Authorized Shares.
      The
      Company shall, so long as any of the Preferred Shares are outstanding, take
      all
      action necessary to reserve and keep available out of its authorized and
      unissued Common Stock, solely for the purpose of effecting the conversion of
      the
      Preferred Shares, 100% of such number of shares of Common Stock as shall from
      time to time be sufficient to effect the conversion of all of the Preferred
      Shares then outstanding.

     

    (6) Liquidation,
      Dissolution, Winding-Up. In
      the
      event of any Liquidation (as defined below) of the Company, the Holders of
      the
      Preferred Shares shall be entitled to receive out of the assets of the Company
      legally available for distribution therefrom (the “Liquidation
      Funds”),
      Parri
      Passu with the holders of the Common Stock of the Company only after full
      satisfaction of the liquidation rights of the holders of the Company’s
Series
      A Convertible Preferred Stock.
      

     

    “Liquidation”
means
      any of the following: (i) any liquidation, dissolution or winding up of the
      Company, whether voluntary or involuntary, (ii) filing for bankruptcy pursuant
      to applicable federal and/or state laws, (iii) any actions that directly and/or
      indirectly may be reasonably construed as steps in taking the Company private,
      including, but not limited to, failure to file SEC Reports required by
      applicable SEC rules and regulations in a timely fashion, the Company, any
      affiliate of the Company and/or any person at the direct and/or indirect request
      of the Company buying shares of issued and outstanding Company Stock (with
      the
      exception of such a transaction between the Company and James N. Jannello,
      which
      is not in excess of fifty percent (50%) of his holdings of Common Stock, in
      the
      event of the Company listing its securities on the
      London Stock Exchange Alternative Investment Market (“AIM”)),
      the
      filing of a Form 15, the Common Stock no longer is eligible for quotation on
      the
      NASD Bulletin Board, the Company’s Board of Directors and/or shareholders
      meeting and/or through resolutions, adopts or calls a meeting authorizing the
      Company to undertake any of the above such actions (“Going
      Private Actions”),
      or
      (iv) any Change of Control, provided,
      however, that transactions authorized by the Company’s Board of Directors or
      shareholders with respect to causing the Company’s issued and outstanding Common
      Stock, and the shares of Common Stock underlying the Preferred Shares, to be
      listed on the
      AIM,
      which
      result in the filing of a Form 15, cessation of the filing of SEC Reports and
      cessation of eligibility for quotation the NASD
      Bulletin Board,
      will not
      be construed to constitute Going Private Actions, Liquidation or a Change of
      Control as defined herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    “Change
      of Control”
means
      (i) a change in the voting control of the Company such that any one person,
      entity or “group” (as contemplated by Rule 13d-5(b)(1) under the Securities
      Exchange Act of 1934, as amended) acquires from the Company in one or more,
      including a series of, transactions the right to cast greater than 50% of votes
      eligible to be cast by all holders of capital stock of the Company in the
      election of directors of the Company, provided that such transaction is approved
      by the Board or (ii) any merger or consolidation of the Company with or
      into another entity or any sale of all or substantially all of the assets of
      the
      Company.

     

    (7) Preferred
      Rank.
      For so
      long as any Preferred Shares remain outstanding, the Company shall not, without
      the express written consent of Holders owning no less than a majority of the
      aggregate Stated Value of the then issued and outstanding Preferred Shares
      create or authorize any other class or series of capital stock, ranking
pari
      passu
      and/or
      senior in any respect to the Preferred Shares.

     

    (8) Dividends;
      Participation. The
      Preferred Shares do not carry any dividend rights, except as otherwise set
      forth
      herein. 

     

    (9) Vote
      to Issue, or Change the Terms of, Preferred Shares.
      The
      affirmative vote of the Holders owning not less than a majority of the aggregate
      Stated Value of the then issued and outstanding Preferred Shares at a meeting
      duly called for such purpose, or by the written consent without a meeting of
      the
      Holders of not less than a majority of the then outstanding Preferred Shares,
      shall be required for any direct and/or indirect (i) Going Private Actions,
      (ii)
      Liquidation, and/or (iii) any amendment to this Certificate of Designation
      of
      Preferences, Rights and Limitations of Series B Convertible Preferred Stock
      (“Certificate
      of Designation”),
      the
      Company’s Certificate of Incorporation or Bylaws which would directly and/or
      indirectly amend, alter, change, repeal or otherwise adversely affect any of
      the
      powers, designations, preferences and rights of the Preferred
      Shares.

     

    (10) Lost
      or Stolen Certificates.
      Upon
      receipt by the Company of evidence reasonably satisfactory to the Company of
      the
      loss, theft, destruction or mutilation of any Preferred Stock Certificates
      representing the Preferred Shares, and, in the case of loss, theft or
      destruction, of any indemnification undertaking by the Holder to the Company
      in
      customary form and, in the case of mutilation, upon surrender and cancellation
      of the Preferred Stock Certificate(s), the Company shall execute and deliver
      new
      preferred stock certificate(s) of like tenor and date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (11) Notices.
      Whenever
      notice is required to be given under this Certificate of Designation, unless
      otherwise provided herein, such notice shall be given in writing and will be
      mailed by certified mail, return receipt requested, or delivered against receipt
      to the party to whom it is to be given (a) if to the Company, at the Company’s
      executive offices or (b) if to a Holder, at the address set forth on Company’s
      books and records.