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                            JANEL WORLD TRADE, LTD.

                           STOCK OPTION INCENTIVE PLAN


1.     DEFINITIONS:  As  used  herein,  the  following  definitions shall apply:

     (a)     "Committee"  shall  mean  a Committee meeting the standards of Rule
16b-3 of the Rules and Regulations under the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"), or any similar successor rule, appointed by the
Board  of  Directors  of  the  Company  to  administer  the  Plan or, if no such
Committee is appointed the Board of Directors as a whole shall be the Committee.
A  majority  of  members  of the Committee shall be "disinterested directors" as
defined  by  Rule  16b-3  of  the  Exchange  Act.

     (b)     "Common  Stock"  means the Common Stock, par value $.001 per share,
of  the  Company.

     (c)     "Company"  shall  mean  Janel  World  Trade,  Ltd.,  a  New  York
corporation,  or  any  successor  thereof.

     (d)     "Eligible  Person"  means  any individual who performs services for
the  Company  or a Subsidiary, who is a key employee, officer or director of the
Company or a Subsidiary and is included on the regular payroll of the Company or
a  Subsidiary.

     (e)     "Incentive  Option"  shall  mean an option to purchase Common Stock
which meets the requirements set forth in the Plan and also meets the definition
of  an  incentive  stock option set forth in Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code").  The  stock option agreement for an
Incentive  Option  shall  state  that  the option is intended to be an Incentive
Option.

     (f)     "Nonqualified Option" shall mean an option to purchase Common Stock
which  meets  the  requirements  set  forth  in  the  Plan but does not meet the
definition  of  an  incentive stock option set forth in Section 422 of the Code.
The stock option agreement for a Nonqualified Option shall state that the option
is  intended  to  be  a  Nonqualified  Option.

     (g)     "Participant"  shall  mean  any  Eligible  Person designated by the
Committee  under  Paragraph  6  for  participation  in  the  Plan.

     (h)     "Plan"  shall mean this Performance Incentive Plan for the Company.

     (i)     "Subsidiary"  shall  mean  any  Company  in  which the Company owns
directly  or  indirectly,  stock possessing more than 25% of the combined voting
power of all classes of stock; provided however, that an Incentive Option may be
granted  to a key employee of a Subsidiary only if the Company owns, directly or
indirectly,  50%  or  more  of the total combined voting power of all classes of
stock  of  the  Subsidiary.

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2.     PURPOSE  OF  PLAN:  The  purpose  of the Plan is to provide key employees
with  incentives  to  make  significant  and  extraordinary contributions to the
long-term  performance  and  growth  of  the Company and its Subsidiaries and to
increase  their  personal  interest in the continued success and progress of the
Company  and  its  Subsidiaries.

3.     ADMINISTRATION:  The  Plan  shall  be  administered  by  the  Committee.
Subject to the provisions of the Plan, the Committee shall determine, from those
eligible  to  be  Participants  under  the Plan, the persons to be granted stock
options, the amount of stock to be optioned or granted to each such person,  and
the terms and conditions of any stock options.  Subject to the provisions of the
Plan,  the  Committee  is authorized to interpret the Plan, to promulgate, amend
and  rescind  rules  and  regulations relating to the Plan and to make all other
determinations  necessary  or  advisable for its administration.  Interpretation
and  construction  of  any provision of the Plan by the Committee shall be final
and  conclusive.  Acts  approved  by either a majority of the members present at
any  meeting at which a quorum is present, or without a meeting by the unanimous
written  approval  of  the  members  of  the Committee, shall be the acts of the
Committee.

4.     INDEMNIFICATION  OF  COMMITTEE MEMBERS:  In addition to such other rights
of  indemnification  as  they  may  have,  the members of the Committee shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees,  actually  and  necessarily incurred in connection with the defense of any
action,  suit  or proceeding, or in connection with any appeal therein, to which
they  or  any of them may be a party by reason of any action taken or failure to
act  under  or  in connection with the Plan or any option granted hereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is  approved  by  the  Board  of  Directors  of  the Company) or paid by them in
satisfaction  of  a  judgment  in any such action, suit or proceeding, except in
relation  to  matters  as  to which it shall be adjudged in such action, suit or
proceeding that such Committee member has acted in bad faith; provided, however,
that  within  sixty  days  after  receipt  of  notice of institution of any such
action, suit or proceeding a Committee member shall offer the Company in writing
the  opportunity,  at  its  own  cost,  to  handle  and  defend  the  same.

5.     MAXIMUM  NUMBER  OF SHARES SUBJECT TO PLAN:  The maximum number of shares
of  Common  Stock  with  respect to which stock options may be granted under the
Plan  shall  be 1,600,000 shares. Shares of Common Stock shall be made available
for issuance pursuant to the  Plan either from shares of Common Stock reacquired
by  the  Company  or  from authorized but unissued shares.  Any shares of Common
Stock with respect to which stock options have expired for any reason other than
exercise of such stock options or which are forfeited back to the Company, shall
not  be  available  for  issuance  pursuant  to  the  Plan.

     The  number  of  shares  of  Common Stock subject to each outstanding stock
option,  the  option  price  with  respect to outstanding stock options, and the
aggregate number of shares available at any time under the Plan shall be subject
to  such  adjustment  as  the Committee, in its discretion, deems appropriate to
reflect such events as stock dividends, stock splits, recapitalization, mergers,
consolidations  or  reorganizations of or by the Company; provided however, that
no  fractional  shares  shall  be  issued pursuant to the Plan, no rights may be
granted  under  the  Plan  with respect to fractional shares, and any fractional
shares  resulting from such adjustments shall be eliminated from any outstanding
stock  option.

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6.     PARTICIPANTS:  The  Committee  shall determine and designate from time to
time,  in  its sole discretion, those Eligible Persons to whom stock options are
to  be  granted  or  awarded and who thereby become Participants under the Plan.
Notwithstanding  the  foregoing,  Incentive  Options  may  be granted (i) to key
employees  of a Subsidiary only if the Company owns, directly or indirectly, 50%
or  more  of  the  total  combined  voting  power of all classes of stock of the
Subsidiary,  and  (ii)  in  all circumstances, only to key employees eligible to
receive  Incentive  Options  pursuant  to  Section  422  of  the  Code.

7.     WRITTEN  AGREEMENT:  Each  stock  option  shall be evidenced by a written
agreement  between  the  Company  and  the  Participant  and  shall contain such
provisions  as  may  be  approved  by  the  Committee.  Such  agreements  shall
constitute  binding contracts between the Company and the Participant, and every
Participant,  upon acceptance of such agreement, shall be bound by the terms and
restrictions  of  the  Plan  and  of  such  agreement.  The  terms  of each such
agreement  shall  be in accordance with the Plan, but the agreements may include
such  additional  provisions  and  restrictions  determined  by  the  Committee,
provided  that  such additional provisions and restrictions are not inconsistent
with  the  terms  of  the  Plan.

8.     ALLOTMENT OF SHARES:  The Committee shall determine and fix the number of
shares  of  Common  Stock  with respect to which each Participant may be granted
stock  options  provided  however, that no Incentive Option may be granted under
the  Plan to any one Participant which would result in the aggregate fair market
value,  determined  as  of  the date the option is granted, of Common Stock with
respect  to  which  Incentive Options are exercisable for the first time by such
Participant  during  any  calendar year under any plan maintained by the Company
(or  any  parent  or  subsidiary  Company  of  the  Company) exceeding $100,000.

9.     STOCK  OPTIONS:  Subject to the terms of the Plan the Committee may grant
to  Participants  either  Incentive  Options,  Nonqualified  Options  or  any
combination  thereof.  Each  option  granted  under the Plan shall designate the
number of shares covered thereby, if any, with respect to which the option is an
Incentive  Option,  and the number of shares of Common Stock covered thereby, if
any,  with  respect  to  which  the  option  is  a  Nonqualified  Option.


10.     STOCK  OPTION  PRICE:  Subject  to the rules set forth in this Paragraph
10,  at  the time any stock option is granted, the Committee shall establish the
price  per  share for which the shares of Common Stock covered by the option may
be  purchased.  With respect to an Incentive Option or Nonqualified Option, such
option  price shall not be less than 100% of the fair market value of a share of
Common  Stock  on  the  date on which such option is granted; provided, however,
that  with respect to an Incentive Option granted to an employee who at the time
of the grant owns (after applying the attribution rules of Section 424(d) of the
Code)  more  than  10%  of the total combined voting power of all classes of the
stock  of the Company or of any parent or subsidiary, the option price shall not
be  less  110%  of  the fair market value of a share of Common Stock on the date

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such  Incentive  Option is granted.   For purposes of the Plan, the "fair market
value"  of  a  share of Common Stock means the closing sale price on a specified
date  of  a  share on the principal United States securities exchange registered
under  the  Exchange  Act on which such stock is listed or, if such stock is not
listed  on any such exchange, on the Nasdaq system or any system then in use or,
if  no  such Quotations are available, the fair market value on a specified date
of a share as determined by the Committee in good faith.  The option price shall
be subject to adjustment in accordance with the provisions of Paragraph 5 of the
Plan.

11.     PAYMENT  OF STOCK OPTION PRICE:  At the time of the exercise in whole or
in  part  of  any stock option granted hereunder, payment of the option price in
full in cash or in Common Stock, shall be made by the Participant for all shares
so  purchased.  In  the  discretion  of and subject to such conditions as may be
established  by  the  Committee, payment of the option price may also be made by
the  Company  retaining  from  the  shares  of Common Stock to be delivered upon
exercise of the stock option that number of shares having a fair market value on
the  date  of  exercise  equal  to the option price of the number of shares with
respect  to  which the Participant exercises the stock option.  Such payment may
also be made in such other manner as the Committee determines is appropriate, in
its  sole  discretion.  No  Participant  shall  have  any  of  the  rights  of a
shareholder  of  the Company under any stock option until the actual issuance of
shares  to  said  Participant, and prior to such issuance no adjustment shall be
made  for  dividends,  distributions  or other rights in respect of such shares,
except  as  provided  in  Paragraph  5.

12.     GRANTING  AND  EXERCISE  OF  STOCK  OPTIONS:  Each  stock option granted
hereunder  shall  be  exercisable  in  either  one,  two  or  three equal annual
installments, as may be designated by the Committee from time to time; provided,
however,  that  no  stock  option  granted  in  conjunction  therewith  may  be
exercisable  prior to the expiration of six months from the date of grant unless
the Participant dies or becomes disabled prior thereto.  If a Participant who is
granted  a  stock  option  is  a  person who is regularly required to report his
ownership  and  changes  in  ownership  of  Common  Stock  to the Securities and
Exchange  Commission,  then  any  election  to  exercise,  as well as any actual
exercise  of his stock option, shall be made only during the period beginning on
the  third  (3rd)business  day  and  ending  on the twelfth (12th)  business day
following  the  release  for  publication  by the Company of quarterly or annual
summary statements of sales and earnings.  Notwithstanding anything contained in
the Plan to the contrary, stock options shall always be granted and exercised in
such  a  manner  as  to  conform  to  the  provisions  of  Rule l6b-3(e), or any
replacement  rule,  adopted  pursuant to the provisions of the Exchange Act.  In
addition,  the  value  (determined  at the time the option is granted) of Common
Stock with respect to which Incentive Options are exercisable for the first time
by  a  Participant  during  any  calendar  year  shall  not  exceed  $100,000.

     A Participant may exercise a stock option, if then exercisable, in whole or
in  part  by  delivery to the Company of written notice of the exercise, in such
form  as  the  Committee  may prescribe, accompanied by (i) full payment for the
shares  with respect to which the stock option is exercised, or (ii) in the sole
discretion  of the Committee and subject to the requirements of Regulation T (as
in effect from time to time) under the Exchange Act, irrevocable instructions to
a  stockbroker  to  promptly  deliver to the Company full payment for the shares
with  respect  to  which  the stock option is exercised from the proceeds of the

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stockbroker's  sale  of  or  loan  against  the  shares.  Except  as provided in
Paragraph  17,  stock  options may be exercised only while the Participant is an
employee  of,  or  performing  service  to,  the  Company  or  a  Subsidiary.

     Successor  stock  options may be granted to the same Participant whether or
not  the  stock  option(s)  previously  granted  to  such  Participant  remain
unexercised.  A  Participant  may  exercise a stock option, if then exercisable,
notwithstanding that stock options previously granted to such Participant remain
unexercised.

13.     NON-TRANSFERABILITY OF STOCK OPTIONS:  No stock option granted under the
Plan  to  a Participant shall be transferable by such Participant otherwise than
by  will,  or  by the laws of descent and distribution, and such option shall be
exercisable,  during  the  lifetime of the Participant, only by the Participant.

14.     TERM  OF  STOCK  OPTIONS:  If  not  sooner terminated, each stock option
granted hereunder shall expire not more than ten (10) years from the date of the
granting  thereof.

15.     CONTINUATION  OF  EMPLOYMENT:  The  Committee  may  require,  in  its
discretion,  that any Participant under the Plan to whom a stock option shall be
granted  shall  agree  in  writing  as a condition of the granting of such stock
option  to  remain  in  the  employ  of, or continue to provide services to, the
Company  or  a  Subsidiary  for a designated minimum period from the date of the
granting  of  such  stock  option  as  shall  be  fixed  by  the  Committee.

16.     TERMINATION  OF  EMPLOYMENT:  If  a  Participant's  employment  by,  or
provision  of  services to, the Company or a Subsidiary shall be terminated, the
Committee  may,  in its discretion, permit the exercise of stock options granted
to  such  Participant  (i)  for  a  period not to exceed one year following such
termination  of  employment  with  respect  to Incentive Options, and (ii) for a
period  not  to  extend  beyond the expiration date with respect to Nonqualified
Options;  provided,  however,  that  no  Incentive Option may be exercised after
three  months  following  a Participant's termination of employment, unless such
termination  of  employment  is  due  to  the  Participants  death  or permanent
disability, in which event the Incentive Option may be permitted to be exercised
for  up  to  one  year following the Participant's termination of employment for
such  reason.  In  no  event,  however,  shall  a  stock  option  be exercisable
subsequent  to  its  expiration  date  and,  furthermore,  unless  the Committee
otherwise  determines, a stock option may only be exercised after termination of
a  Participant's  employment or service to the extent exercisable on the date of
termination  of  employment  or  as  a  result  of  termination  of  employment.

17.     INVESTMENT  PURPOSE:  If the Committee in its discretion determines that
as  a  matter  of  law  such  procedure is or may be desirable, it may require a
Participant,  upon  any acquisition of Common Stock hereunder and as a condition
to the Company's obligation to deliver certificates representing such shares, to
execute  and deliver to the Company a written statement, in form satisfactory to
the Committee, representing and warranting that the Participant's acquisition of
shares  of  Common  Stock shall be for such person's own account, for investment

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and  not  with  a  view  to  the  resale  or  distribution  thereof and that any
subsequent  offer  for  sale  or  sale  of  any such shares shall be made either
pursuant  to  (a)  a  Registration  Statement  on  an appropriate form under the
Securities  Act  of  1933, as amended (the "Securities Act"), which Registration
Statement  has  become effective and is current with respect to the shares being
offered and sold, or (b) a specific exemption from the registration requirements
of  the  Securities  Act,  but in claiming such exemption the Participant shall,
prior  to  any offer for sale or sale of such shares, obtain a favorable written
opinion  from  counsel  for or approved by the Company as to the availability of
such  exemption.  The Company may endorse an appropriate legend referring to the
foregoing  restriction  upon  the  certificate  or certificates representing any
shares  issued  or  transferred  to  the  Participant  under  this  Plan.

18.     RIGHTS TO CONTINUED EMPLOYMENT:  Nothing contained in the Plan or in any
stock  option  granted  or awarded pursuant to the Plan, nor any action taken by
the  Committee  hereunder,  shall  confer  upon  any  Participant any right with
respect  to  continuation of employment by, or the provision of services to, the
Company  or  a Subsidiary nor interfere in any way with the right of the Company
or  a  Subsidiary  to  terminate such person's employment or service at any time
with  or  without  cause.

19.     WITHHOLDING PAYMENTS:  If upon the exercise of a Nonqualified Option, or
upon a disqualifying disposition (within the meaning of Section 422 of the Code)
of  shares acquired upon exercise of an Incentive Option, there shall be payable
by  the  Company  or  a  Subsidiary any amount of income tax withholding, in the
Committee's  sole  discretion, either the Company shall appropriately reduce the
amount  of Common Stock or cash to be paid to the Participant or the Participant
shall  pay  such  amount  to  the Company or Subsidiary to reimburse it for such
income  tax  withholding.  The  Committee  may,  in  its sole discretion, permit
Participants  to  satisfy  such withholding obligations, in whole or in part, by
electing  to  have  the  amount  of Common Stock delivered or deliverable by the
Company  upon exercise of a stock option appropriately reduced or by electing to
tender Common Stock back to the Company subsequent to exercise of a stock option
to  reimburse  the Company for such income tax withholding, subject to the rules
and  regulations  as the Committee may adopt.  The Committee may make such other
arrangements  with  respect  to  income  tax  withholding as it shall determine.

20.     EFFECTIVENESS  OF  PLAN:  The Plan shall be effective as of December 12,
2002,  the  date  the  Board  of  Directors of the Company and a majority of the
shareholders  of  the  Company  adopted  the  Plan.

21.     TERMINATION, DURATION AND AMENDMENT OF PLAN: The Plan shall terminate on
December  11,  2012,  and no stock options may be granted or awarded thereafter.
The  termination  of  the Plan shall not affect the validity of any stock option
outstanding  on  the  date  of  termination.

     For  the  purpose  of  conforming  to  any  changes  in  applicable  law or
governmental  regulations,  or  for  any  other  lawful  purpose,  the  Board of
Directors  shall have the right, with or without approval of the shareholders of
the  Company,  to amend or revise the terms of the Plan or terminate the Plan at
any  time; provided, however, that no such amendment or revisions or termination
shall (i) increase the maximum number of shares of Common Stock in the aggregate
which  are  subject  to  the  Plan  (except  as provided under the provisions of

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Paragraph  5), change the class of persons eligible to be Participants under the
Plan  or  materially  increase  the  benefits accruing to Participants under the
Plan,  without  approval  or ratification of the shareholders of the Company; or
(ii)  change  the  stock option price (except as contemplated by Paragraph 5) or
alter  or  impair  any  stock option which shall have been previously granted or
awarded  under  the  Plan,  without  the  consent  of  the  holder  thereof.

22.     INTERPRETATION:  If  any provision of the Plan should be held invalid or
illegal  for  any  reason,  such  determination  shall  not affect the remaining
provisions  hereof,  but  instead the Plan shall be construed and enforced as if
such  provision  had  never  been  included  in  the Plan.  Without limiting the
generality  of the foregoing, transactions under the Plan are intended to comply
with  all  applicable  conditions  of  Rule 16b-3 or its  successors promulgated
under  the  Exchange Act.  To the extent any provision of the Plan or any action
by  the  Committee  or the Board of Directors hereunder is inconsistent with the
foregoing  requirements,  it  shall  be  deemed  null  and  void,  to the extent
permitted  by  law  and  deemed  advisable  by  the  Committee  or  the Board of
Directors.  This  Plan  shall  be  governed  by  laws  of the State of New York.
Headings  contained  in the Plan are for convenience only and shall in no manner
be  construed as part of the Plan.  Any reference to the masculine, feminine, or
neuter  gender  shall  be  a  reference  to such other gender as is appropriate.





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