Unassociated Document


    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (together with all amendments, supplements,
      changes, schedules and exhibits hereto, collectively, this “Agreement”)
      is
      dated as of January 10, 2007 by and among Janel World Trade, Inc., a Nevada
      corporation with its principal place of business at 150-14 132nd
      Avenue,
      Jamaica, NY 11434 (the “Company”),
      and
      the persons set forth on Schedule
      1
      annexed
      hereto (each a “Purchaser,”
and,
      collectively, the “Purchasers”).

     

    WHEREAS,
      subject
      to the terms and conditions set forth in this Agreement and pursuant to
      Section 4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”)
      and
      Rule 506 promulgated thereunder, the Company desires to issue and sell to
      Purchasers, and Purchasers desire to purchase from the Company, 1,000,000 shares
      of the Company’s 3% Series A Convertible Preferred Stock at a purchase price of
      $0.50 per share ($500,000 in the aggregate).

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants contained in this Agreement, and for
      other
      good and valuable consideration the receipt and adequacy of which are hereby
      acknowledged, the Company and each of the Purchasers agree as
      follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1
      Definitions.
      In
      addition to the terms defined elsewhere in this Agreement the following
      terms have the meanings indicated in this Section 1.1:

     

    “Action”
shall
      have the meaning ascribed to such term in Section 3.1(j).

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person, as such
      terms are used in and construed under Rule 144. 

    


    “Board”
shall
      mean the Company’s Board of Directors.

     

    “Business
      Day”
means
      any day except Saturday, Sunday, any day which shall be a federal legal holiday
      in the United States or any day on which banking institutions in the State
      of
      New York are authorized or required by law or other governmental action to
      close.

     

    “Certificate
      of Designation”
means
      the Company’s Certificate of Designation of Preferences, Rights and Limitations
      of its Series A Convertible Preferred Stock.

    


    “Closing”
means
      the closing of the purchase and sale of the Shares pursuant to Section 2.1.

     

    “Closing
      Date”
means
      the Business Day when all of the Transaction Documents needing to be executed
      have been executed and delivered by the applicable parties thereto, and all
      conditions precedent to (i) the Purchasers’ obligations to pay the Purchase
      Price and (ii) the Company’s obligations to deliver the Shares have been
      satisfied or waived. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Common
      Stock”
means
      the common stock of the Company, par value $.001 per share, and any other class
      of securities into which such securities may hereafter be reclassified or
      changed into.

     

    “Company
      Counsel”
means
      Scheichet & Davis, P.C., the Company’s legal counsel, 767 Third Avenue,
      24th
      Floor,
      New York, NY 10017.

    


    “Director”
shall
      mean a member of the Company’s Board of Directors. 

      

    “Disclosure
      Schedules”
shall
      have the meaning ascribed to such term in Section 3.1.

     

    “Effective
      Date”
means
      the date that the Registration Statement filed by the Company pursuant to the
      Registration Rights Agreement is first declared effective by the
      SEC.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

    


    “Exhibits”
shall
      mean the following exhibits attached hereto and made a part of this
      Agreement:

    


    Exhibit
      A
      - Certificate
      of Designation

    Exhibit
      B
      - Registration
      Rights Agreement

    Exhibit
      C
      - Legal
      Opinion of Company Counsel

     

    “GAAP”
shall
      have the meaning ascribed to such term in Section 3.1(i).

    


    “Intellectual
      Property Rights”
shall
      have the meaning ascribed to such term in Section 3.1(n).

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, right of first refusal, preemptive
      right or other restriction.

     

    “Material
      Adverse Effect”
shall
      have the meaning assigned to such term in Section 3.1(b).

     

    “Material
      Permits”
shall
      have the meaning ascribed to such term in Section 3.1(l).

    


    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

      

    "Purchase
      Price"
      means
      $0.50 per Share ($500,000 in the aggregate for all 1,000,000 Shares) in United
      States dollars and in immediately available funds. 

    


    
      
         

      

      
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    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated the date hereof, among the Company
      and
      the Purchasers, in the form of
      Exhibit B
      attached
      hereto.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale of the Shares the by Purchasers as
      provided for in the Registration Rights Agreement.

     

    “Required
      Approvals”
shall
      have the meaning ascribed to such term in Section 3.1(e).

     

    “Rule
      144”
means
      Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule
      may
      be amended from time to time, or any similar rule or regulation hereafter
      adopted by the SEC having substantially the same effect as such
      Rule.

     

    “SEC”
means
      the Securities and Exchange Commission.

    


    “SEC
      Reports”
shall
      have the meaning ascribed to such term in Section 3.1(h).

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated hereunder.

    


    "Shares"
      means
      the shares of the Company’s 3% Series A Convertible Preferred Stock being issued
      and sold by the Company to the Purchasers at the Closing, pursuant to this
      Agreement..

     

    “Subsidiaries”
means
      The Janel Group of Georgia, Inc., The Janel Group of Illinois, Inc. and the
      Janel Group of Los Angeles, Inc.

     

    “Termination
      Date”
shall
      mean the earlier of (i) the sale of all of the Shares; (ii) mutual written
      termination of this Agreement by the Company and the Purchasers, and (iii)
      January 31, 2007, subject to a 30-day extension. 

    


    “Transaction
      Documents”
means
      this Agreement, the Certificate of Designation, the certificates for the Shares,
      certificates for the Underlying Shares and the Registration Rights
      Agreement.

    


    “Underlying
      Shares”
means
      the shares of Common Stock issuable upon conversion of the Shares.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1 Closing.
      At the Closing, upon the terms and subject to the conditions set forth herein,
      Purchasers shall purchase and the Company shall issue and sell to the Purchasers
      1,000,000 Shares for the Purchase Price ($500,000 in the aggregate). The Company
      may hold the Closing at any time after the conditions to Closing as specified
      herein have been satisfied. The Closing (the “Closing”)
      shall occur on or before the Termination Date at the offices of counsel to
      the
      Purchasers at 12:00 p.m. or such other time and/or location as the parties
      shall
      mutually agree. 

     

    
      
         

      

      
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    2.2
       Deliveries.
      

     

    (a)
      At the Closing, the Company shall deliver or cause to be delivered to Purchasers
      the following:

     

    (i)
      this Agreement duly executed by the Company;

     

    (ii)
      the duly executed Certificate of Designation with official evidence from the
      Secretary of State of the State of Nevada (the “Secretary”),
      that such Certificate of Designation has been filed with the
      Secretary;

    


    (iii)
      a legal opinion of Company Counsel, in the form of
      Exhibit C
      attached hereto;

     

    (iv)
      stock certificates for the Purchasers representing the Shares so purchased
      by
      such Purchasers, registered in the name of such Purchasers;

     

    (v)
      the Registration Rights Agreement duly executed by the Company;

    


    (vi)
      an Officer’s Certificate in a form reasonably acceptable to
      Purchasers;

    


    (vii)
      a Secretary’s Certificate in a form reasonably acceptable to Purchasers, with
      good standing certificates of the Company and each Subsidiary; and

    


    (viii)
      Board of Director Resolutions authorizing the Transaction Documents and all
      transactions contemplated hereunder and thereunder. 

     

    (b)
      At the Closing, Purchasers shall deliver or cause to be delivered to the Company
      the following:

     

    (i)
      this Agreement duly executed by each Purchaser;

     

    (ii)
      the Purchase Price, in United States dollars, by wire or check of the Purchasers
      (less the fees and expenses provided elsewhere herein); and

     

    (iii)
      the Registration Rights Agreement duly executed by Purchasers.

    


    (iv)
      an LLC Officer’s Certificate for each Purchaser in a form reasonably acceptable
      to Company; and

    


    (v)
      an LLC Secretary’s Certificate for each Purchaser in a form reasonably
      acceptable to Company, with good standing certificates of each of the
      Purchasers.

    


    
      
         

      

      
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    2.3
      Closing Conditions.

     

    (a)
      The obligations of the Company hereunder in connection with the Closing are
      subject to the following conditions being met:

     

    (i)
      the accuracy in all material respects when made and on the Closing Date of
      the
      representations and warranties of the Purchasers contained herein;

     

    (ii)
      all obligations, covenants and agreements of the Purchasers required to be
      performed at or prior to the Closing Date shall have been performed;
      and

     

    (iii)
      the delivery by the Purchasers of the items set forth in Section 2.2(b)
      of this Agreement.

     

    (b)
      The respective obligations of the Purchasers hereunder in connection with each
      Closing are subject to the following conditions being met:

     

    (i)
      the accuracy in all material respects on the Closing Date of the representations
      and warranties of the Company contained herein;

     

    (ii)
      all obligations, covenants and agreements of the Company required to be
      performed at or prior to the Closing Date shall have been
      performed;

    


    (iii)
      the delivery by the Company of the items set forth in Section 2.2(a)
      of this Agreement; and

    


    (iv)
      there shall have been no Material Adverse Effect with respect to the Company
      since the date hereof.

    


    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1
      Representations and Warranties of the Company.
      The Company hereby makes the representations and warranties set forth below
      to
      Purchasers.

     

    (a)
      Subsidiaries.
      The Company owns, directly or indirectly, all of the capital stock or other
      equity interests of each Subsidiary free and clear of any and all Liens, and
      all
      the issued and outstanding shares of capital stock of each Subsidiary are
      validly issued and are fully paid, non-assessable and free of preemptive and
      similar rights to subscribe for or purchase securities. The Company has no
      other
      direct or indirect subsidiaries other than the Subsidiaries.

     

    (b)
      Organization and Qualification.
      

    


    (i) The
      Company is duly incorporated, validly existing and in good standing under the
      laws of the state of Nevada, with the requisite power and authority to own
      and
      use its properties and assets and to carry on its business as currently
      conducted. The Company is duly qualified to conduct business and is in good
      standing as a foreign corporation in each jurisdiction in which the nature
      of
      the business conducted or property owned by it makes such qualification
      necessary, except where the failure to be so qualified or in good standing,
      as
      the case may be, would not have a material adverse effect on the results of
      operations, assets, business or condition (financial or otherwise) of the
      Company and its Subsidiaries (a “Material
      Adverse Effect”).

    


    
      
         

      

      
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    (ii) Each
      of the Subsidiaries is an entity duly incorporated or otherwise organized,
      validly existing and in good standing under the laws of the jurisdiction of
      its
      incorporation or organization (as applicable), with the requisite power and
      authority to own and use its properties and assets and to carry on its business
      as currently conducted. Each of the Subsidiaries is duly qualified to conduct
      business and is in good standing as a foreign corporation or other entity in
      each jurisdiction in which the nature of the business conducted or property
      owned by it makes such qualification necessary, except where the failure to
      be
      so qualified or in good standing, as the case may be, would not have a
      Material Adverse Effect.

     

    (c)
      Authorization; Enforcement.
      The Company has the requisite corporate power and authority to enter into and
      to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations hereunder and thereunder. The
      execution and delivery of each of the Transaction Documents by the Company
      and
      the consummation by it of the transactions contemplated hereby and thereby
      have
      been duly authorized by all necessary action on the part of the Company and
      no
      further action is required by the Company, its Board or its stockholders in
      connection therewith. Each Transaction Document has been (or upon delivery
      will
      have been) duly executed by the Company and, when delivered in accordance with
      the terms hereof and thereof, will constitute the valid and binding obligation
      of the Company enforceable against the Company in accordance with its terms
      except (i) as limited by general equitable principles and applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws of general
      application affecting enforcement of creditors’ rights generally, (ii) as
      limited by laws relating to the availability of specific performance, injunctive
      relief or other equitable remedies and (iii) insofar as indemnification and
      contribution provisions may be limited by applicable law.

     

    (d)
      No Conflicts.
      The execution, delivery and performance of the Transaction Documents by the
      Company do not and will not: (i) conflict with or violate any provision of
      the Company’s or any Subsidiary’s certificate or articles of incorporation,
      bylaws or other organizational or charter documents, or (ii) conflict with,
      or constitute a default (or an event that with notice or lapse of time or both
      would become a default) under, result in the creation of any Lien upon any
      of
      the properties or assets of the Company or any Subsidiary, or give to others
      any
      rights of termination, amendment, acceleration or cancellation (with or without
      notice, lapse of time or both) of any agreement, credit facility, debt or other
      instrument (evidencing a Company or Subsidiary debt or otherwise) by which
      any
      property or asset of the Company or any Subsidiary is bound or affected, or
      (iii) conflict with or result in a violation of any law, rule, regulation,
      order, judgment, injunction, decree or other restriction of any court or
      governmental authority to which the Company or any Subsidiary is subject
      (including federal and state securities laws and regulations), or by which
      any
      property or asset of the Company or any Subsidiary is bound or affected; except
      in the case of each of clauses (ii) and (iii), such as would not result in
      a Material Adverse Effect.

     

    
      
         

      

      
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    (e)
      Filings, Consents and Approvals.
      The Company is not required to obtain any consent, waiver, authorization or
      order of, give any notice to, or make any filing or registration with, any
      court
      or other federal, state, local or other governmental authority or other Person
      in connection with the execution, delivery and performance by the Company of
      the
      Transaction Documents, other than (i) the filing with the SEC of the
      Registration Statement, (ii) the filing of the Certificate of Designation with
      the Secretary of State of Nevada and
      (iii) the filing of Form D with the SEC and such filings as are required to
      be made under applicable state securities laws (collectively, the “Required
      Approvals”).

     

    (f)
      Issuance of Securities.
      The Shares and Underlying Shares are duly authorized and, when issued and paid
      for in accordance with the applicable Transaction Documents, will be duly and
      validly issued, fully paid and nonassessable, free and clear of all Liens
      imposed by the Company other than restrictions on transfer provided for in
      the
      Transaction Documents (including restrictions under federal and state securities
      laws).

     

    (g)
      Capitalization.
      The capitalization (including warrants, options, exchangeable and/or convertible
      securities) of the Company as of September 30, 2006 is as set forth in the
      Form
      10-K Report filed by the Company with the SEC on December 29, 2006, which
      remains true and correct as of and through the Closing Date. The Company has
      not
      issued any capital stock since its most recently filed periodic report under
      the
      Exchange Act except as set forth on Schedule
      3.1(g).
      No Person has any right of first refusal, preemptive right, right of
      participation, or any similar right to participate in the transactions
      contemplated by the Transaction Documents. All of the outstanding shares of
      capital stock of the Company are validly issued, fully paid and
      nonassessable.

    


    (h)
      SEC Reports.
      The Company has filed all reports, schedules, forms, statements and other
      documents required to be filed by it under the Securities Act and the Exchange
      Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year
      preceding the date hereof (or such shorter period as the Company was required
      by
      law or regulation to file such material) (the foregoing materials, including
      the
      exhibits thereto and documents incorporated by reference therein, being
      collectively referred to herein as the “SEC
      Reports”).
      As of their respective dates, the SEC Reports (including the financial
      statements, exhibits and schedules thereto) complied in all material respects
      with the requirements of the Securities Act and the Exchange Act and the rules
      and regulations of the SEC promulgated thereunder, as applicable and did not
      at
      the time they were filed (or if amended or superseded by a filing prior to
      the
      date of this Agreement, then on the date of such filing) contain any untrue
      statement of material fact or omit to state a material fact required to be
      stated therein or necessary in order to made the statements therein, in light
      of
      the circumstances they were made, not misleading. 

     

    
      
         

      

      
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    Each
      of the financial statements (including, in each case, any related notes thereto)
      contained in the SEC Reports (the "Company
      Financials"),
      including any SEC Reports filed after the date hereof until the Closing, as
      of
      their respective dates, (i) complied as to form in all material respects with
      the published rules and regulations of the SEC with respect thereto, (ii) was
      prepared in accordance with GAAP applied on a consistent basis throughout the
      periods involved (except as may be indicated in the notes thereto or, in the
      case of unaudited interim financial statements, as may be permitted by the
      SEC
      on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial
      position of the Company at the respective dates thereof and the consolidated
      results of its operations and cash flows for the periods indicated, except
      that
      the unaudited interim financial statements were or are subject to normal and
      recurring year-end adjustments which were not, or are not expected to be,
      material in amount. The balance sheet of the Company as of September 30, 2006
      is
      hereinafter referred to as the "Company
      Balance Sheet."
      Except as disclosed in the Company Financials, the Company does not have any
      liabilities
      (absolute, accrued, contingent or otherwise) of a nature required to be
      disclosed on a balance sheet or in the related notes to the consolidated
      financial statements prepared in accordance with GAAP which are, individually
      or
      in the aggregate, material to the business, results of operations or financial
      condition of the Company, except liabilities (i) provided for in the Company
      Balance Sheet, or (ii) incurred since the date of the Company Balance Sheet
      in
      the ordinary course of business consistent with past practices and which would
      not reasonably be expected to have a Material Adverse Effect.

    


    (i)
      Material Changes.
      Since the date of the Company Balance Sheet, except as specifically disclosed
      in
      or contemplated by a subsequent SEC Report, (i) there has been no event,
      occurrence or development that has had or that could reasonably be expected
      to
      result in a Material Adverse Effect, (ii) the Company has not incurred any
      liabilities (contingent or otherwise) other than (A) trade payables and
      accrued expenses incurred in the ordinary course of business consistent with
      past practice and (B) liabilities not required to be reflected in the
      Company’s financial statements pursuant to GAAP United States generally accepted
      accounting principles applied on a consistent basis during the periods involved
      (“GAAP”)
      or disclosed in filings made with the SEC, (iii) the Company has not declared
      or
      made any dividend or distribution of cash or other property to its stockholders
      or purchased, redeemed or made any agreements to purchase or redeem any shares
      of its capital stock, (iv) the Company has not issued any equity securities
      to
      any officer, director or Affiliate except as set forth on Schedule
      3.1(i)
      and (v) the Company has not made any changes to its accounting principals,
      practices or methods, its disclosure controls and procedures or its internal
      control over financial reporting. The Company does not have pending before
      the
      SEC any request for confidential treatment of information.  

    


    (j)
      Litigation.
      Except as set forth on Schedule
      3.1(j),
      there is no action, suit, inquiry, notice of violation, proceeding or
      investigation pending or, to the knowledge of the Company, threatened against
      or
      affecting the Company, any Subsidiary or any of their respective properties
      before or by any court, arbitrator, governmental or administrative agency or
      regulatory authority (federal, state, county, local or foreign) (collectively,
      an “Action”)
      which (i) adversely affects or challenges the legality, validity or
      enforceability of any of the Transaction Documents or the Shares or
      (ii) would, if there were an unfavorable decision, result in a Material
      Adverse Effect. 

      

    (k)
      Compliance.
      Neither the Company nor any Subsidiary (i) is in default under or in
      violation of (and no event has occurred that has not been waived that, with
      notice or lapse of time or both, would result in a default by the Company or
      any
      Subsidiary under), any indenture, loan or credit agreement or any other
      agreement or instrument to which it is a party or by which it or any of its
      properties is bound), (ii) is in violation of any order of any court,
      arbitrator or governmental body, or (iii) is in
      violation of any statute, rule or regulation of any governmental authority,
      except in each case as would not result in a Material Adverse
      Effect.

     

    
      
         

      

      
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    (l)
      Regulatory Permits.
      The Company and each Subsidiary possess all certificates, authorizations and
      permits issued by the appropriate federal, state, local or foreign regulatory
      authorities necessary to conduct their respective businesses as described in
      the
      SEC Reports, except where the failure to possess such permits would not result
      in a Material Adverse Effect (“Material
      Permits”). 

    


    (m)
      Title to Assets.
      The Company and each Subsidiary have good and marketable title in fee simple
      to
      all real property (if any) owned by them that is material to the business of
      the
      Company and the Subsidiary and good and marketable title in all personal
      property owned by them that is material to the business of the Company and
      each
      Subsidiary, in each case free and clear of all Liens, except for Liens as do
      not
      materially affect the value of such property and do not materially interfere
      with the use made and proposed to be made of such property by the Company and
      each Subsidiary and Liens for the payment of federal, state or other taxes,
      the
      payment of which is neither delinquent nor subject to penalties.

     

    (n)
      Patents and Trademarks.
      The Company and each Subsidiary have, or have rights to use, all patents, patent
      applications, trademarks, trademark applications, service marks, trade names,
      trade secrets, inventions, copyrights, licenses and other intellectual property
      rights and similar rights necessary or material for use in connection with
      their
      respective businesses as described in the SEC Reports and which the failure
      to
      so would not result in a Material Adverse Effect (collectively, the
“Intellectual
      Property Rights”).
      Neither the Company nor any Subsidiary has received a notice (written or
      otherwise) that the Intellectual Property Rights used by the Company or any
      Subsidiary violates or infringes upon the rights of any Person. To the best
      knowledge of the Company, all such Intellectual Property Rights are enforceable
      and there is no existing infringement by another Person of any of the
      Intellectual Property Rights. The Company and its Subsidiaries each have used
      their respective best efforts using security measures to protect the secrecy,
      confidentiality and value of all of their Intellectual Property Rights and
      Intellectual Property, except where failure to do so would not have a Material
      Adverse Effect.

     

    (o)
      Insurance.
      The Company and the Subsidiaries are insured by insurers of recognized financial
      responsibility against such losses and risks and in such amounts as it believes
      are prudent and customary in the businesses in which the Company and the
      Subsidiaries are engaged, including, but not limited to, directors and officers
      insurance coverage. Neither the Company nor any Subsidiary has
      any reason to believe that it will not be able to renew its existing insurance
      coverage as and when such coverage expires or to obtain similar coverage from
      similar insurers as may be necessary to continue its business without a
      significant increase in cost.

     

    (p)
      Private Placement.
      Assuming the accuracy of the Purchaser’s representations and warranties set
      forth in Section 3.2,
      no registration under the Securities Act is required for the offer and sale
      of
      the Shares by the Company to the Purchaser as contemplated hereby.

     

    
      
         

      

      
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    (q)
      No General Solicitation.
      Neither the Company nor any person acting on behalf of the Company has offered
      or sold any of the Shares by any form of general solicitation or general
      advertising. The Company has offered the Shares for sale only to the Purchaser,
      an “accredited investor” within the meaning of Rule 501 under the Securities
      Act.

     

    3.2
      Representations and Warranties of the Purchaser.
      The Purchasers each hereby represent and warrant as of the date hereof and
      as of
      the Closing Date to the Company as follows:

     

    (a)
      Organization; Authority.
      Purchaser is duly organized, validly existing and in good standing under the
      laws of the jurisdiction of its organization with full right, corporate or
      partnership power and authority to enter into and to consummate the transactions
      contemplated by the Transaction Documents and otherwise to carry out its
      obligations hereunder and thereunder. The execution, delivery and performance
      by
      Purchaser of the transactions contemplated by this Agreement have been duly
      authorized by all necessary corporate or similar action on the part of
      Purchaser. Each Transaction Document to which it is a party has been duly
      executed by Purchaser, and when delivered by Purchaser in accordance with the
      terms hereof, will constitute the valid and legally binding obligation of
      Purchaser, enforceable against it in accordance with its terms, except
      (i) as limited by general equitable principles and applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general application
      affecting enforcement of creditors’ rights generally, (ii) as limited by
      laws relating to the availability of specific performance, injunctive relief
      or
      other equitable remedies and (iii) insofar as indemnification and
      contribution provisions may be limited by applicable law.

    


    (b)
      Own Account.
      Purchaser understands that the Shares are “restricted securities” and have not
      been registered under the Securities Act or any applicable state securities
      law,
      and is acquiring the Shares as principal for its own account and not with a
      view
      to or for distributing or reselling such Shares or any part thereof in violation
      of the Securities Act or any applicable state securities law, has no present
      intention of distributing any of such Shares in violation of the Securities
      Act
      or any applicable state securities law, and has no direct or indirect
      arrangement or understandings with any other persons to distribute or regarding
      the distribution of such Shares (this representation and warranty not limiting
      Purchaser’s right to sell the Shares pursuant to the Registration Statement or
      otherwise in compliance with applicable federal and state securities laws)
      in
      violation of the Securities Act or any applicable state securities law.
      Purchaser is acquiring the Shares hereunder in the ordinary course of its
      business. 

    


    (c)
      Purchaser
      Status.
      At the time such Purchaser was offered the Shares, it was, and at the date
      hereof it is, an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
      (a)(3), (a)(7) or (a)(8) under the Securities Act. 

     

    (d)
      General
      Solicitation.
      Purchaser is not purchasing the Shares as a result of any advertisement,
      article, notice or other communication regarding the Shares published in any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1
      Transfer Restrictions.

    


    (a)
      The Shares and the Conversion Shares (collectively, the “Securities”)
      may only be disposed of in compliance with state and federal securities laws.
      In
      connection with any transfer of Securities other than pursuant to an effective
      registration statement or Rule 144, or to the Company or to an affiliate of
      Purchasers, the Company may require the transferor thereof to provide to the
      Company an opinion of counsel selected by the transferor and reasonably
      acceptable to the Company (the cost of which will be borne by the transferor),
      the form and substance of which opinion shall be reasonably satisfactory to
      the
      Company, to the effect that such transfer does not require registration of
      such
      transferred Securities under the Securities Act. As a condition of transfer,
      any
      such transferee shall agree in writing to be bound by the terms of this
      Agreement and shall have the rights of a Purchaser under this Agreement and
      the
      Registration Rights Agreement.

     

    (b)
      The Purchasers agree to the imprinting, so long as is required by this
Section 4.1,
      of a legend on any of the Securities in the following form:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      NOR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    (c)
      Certificates evidencing the Securities shall not be required to bear any legend
      (including the legend set forth in Section 4.1(b)
      hereof): (i) while a registration statement (including the Registration
      Statement) covering the resale of such Securities is effective under the
      Securities Act, or (ii) following any sale of such Securities pursuant to
      Rule 144, or (iii) if such Securities are eligible for sale under Rule
      144(k). If requested by a Person holding the Securities, the Company shall
      take
      action reasonably requested by the Purchasers (including, but not limited to,
      causing Company counsel to issue a legal opinion to the Company’s transfer
      agent) after the Effective Date if required by the Company’s transfer agent to
      effect the removal of the legend hereunder, provided that the Person requesting
      the removal of such legend shall have provided to such counsel such documents
      as
      it may reasonably request and are normally provided in accordance with industry
      standards.

    


    (d)
      Purchasers agree that the removal of the restrictive legend from certificates
      representing Securities as set forth in this Section 4.1
      is predicated upon the Company’s reliance that the Purchaser will sell any
      Securities pursuant to either the registration requirements of the Securities
      Act, including any applicable prospectus delivery requirements, or an exemption
      therefrom, and that if Securities are sold pursuant to a Registration Statement,
      they will be sold in compliance with the plan of distribution set forth
      therein.

    4.2
       Board
      and Stockholder Meetings.
      The Company agrees that the Board shall meet at least quarterly and it shall
      hold an annual meeting of its stockholders on an annual basis.

    


    4.3 SEC
      Filings.
      As long as Shares are outstanding, the Company covenants to timely file (or
      obtain extensions in respect thereof and file within the applicable grace
      period) all reports required to be filed by the Company after the date hereof
      pursuant to the Exchange Act. 

    


    4.4
       Lock-up.
      Without the express prior written consent of the Purchasers owning no less
      than
      a majority of the Stated Value (as defined in the Certificate of Designation)
      of
      the then issued and outstanding Shares, none of the Company’s or the
      Subsidiary’s current or future respective officers or directors will offer,
      sell, contract to sell or grant any option to purchase or otherwise dispose
      of,
      directly or indirectly, conduct or announce the offering of, any shares of
      capital stock of the Company, or any securities convertible into, or
      exchangeable for or containing rights to purchase, shares of capital stock
      of
      the Company, during the period beginning on the date hereof and ending nine
      (9)
      months after the Effective Date (the “Lock-up
      Period”). 

     

    4.5 Use
      of Proceeds.
      The Company shall use the net proceeds from the sale of the Shares for its
      general working capital purposes.

    


    4.6
       Information
      Rights.
      For so long as any Shares are issued and outstanding, Purchasers and/or their
      respective representatives will be granted reasonable access to Company
      facilities and personnel during normal business hours, provided however that
      such access does not result in the disruption of normal business operations,
      and
      with reasonable advance notification. The Company will deliver to each Purchaser
      annual, quarterly financial statements and copies of other financial and other
      documents and/or information reasonably requested by each Purchaser to monitor
      the Company and Purchasers’ investment in the Shares. 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    4.7 Form
      D; Blue Sky Filings.
      The Company agrees to timely file a Form D with respect to the Shares as
      required under Regulation D and to provide a copy thereof, promptly upon request
      of any Purchaser. The Company shall take such action as the Company shall
      reasonably determine is necessary in order to obtain an exemption for, or to
      qualify the Shares for, sale to the Purchaser at the Closing under applicable
      securities or “Blue Sky” laws of the states of the United States, and shall
      provide evidence of such actions promptly upon request of any
      Purchaser.

     

    4.8 Public
      Disclosure.
      Except for the timely filing of reports required by applicable SEC rules and
      regulations, the Company shall not issue any press release or otherwise make
      any
      public statement with respect to this Agreement and will not issue any such
      press release or make any such public statement without the prior consent of
      Purchaser, which shall not be unreasonably withheld.

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1 Termination. On
      the Termination Date, this Agreement shall be automatically
      terminated.

     

    5.2 Fees
      and Expenses.
      Other than as set forth in Section
      5.14
      hereof, this Section
      5.2
      and in the Registration Rights Agreement, each party shall pay all of its own
      fees and expenses in connection with the sale of the Shares. The parties
      acknowledge that the Company shall pay (which amount shall be automatically
      deducted from the Purchase Price and paid directly to the Purchasers’ legal
      counsel) legal fees of up to $10,000 (based upon time and charges including
      all
      actual and accountable expenses) in connection with such legal representation
      of
      Purchasers in the Offering. The Company shall pay all transfer agent fees,
      stamp
      taxes and other taxes and duties levied in connection with the delivery of
      the
      Shares to the Purchasers. 

    


    5.3 Entire
      Agreement.
      The Transaction Documents together with the exhibits and schedules hereto and
      thereto, contain the entire understanding of the parties with respect to the
      subject matter hereof and supersede all prior agreements and understandings,
      oral or written, with respect to such matters, which the parties acknowledge
      have been merged into such documents, exhibits and schedules.

     

    5.4 Notices.
      Any and all notices or other communications or deliveries required or permitted
      to be provided hereunder shall be in writing and shall be deemed given and
      effective on the earliest of (a) the date of transmission (accompanied by
      confirmation of receipt of transmission), if such notice or communication is
      delivered via facsimile at the facsimile number or via e-mail at the e-mail
      address respectively set forth on the signature pages attached hereto prior
      to
      5:30 p.m. (New York City time) on a Business Day, (b) the next Business Day
      after the date of transmission (accompanied by confirmation of receipt of
      transmission), if such notice or communication is delivered via facsimile at
      the
      facsimile number or via e-mail at the e-mail address respectively set forth
      on
      the signature pages attached hereto on a day that is not a Business Day or
      later
      than 5:30 p.m. (New York City time) on any Business Day, (c) the
      2nd
      Business Day following the date of mailing, if sent by U.S. nationally
      recognized overnight courier service, or (d) upon actual receipt by the
      party to whom such notice is required to be given. The address for such notices
      and communications shall be as set forth on the signature pages attached
      hereto.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    5.5 Amendments;
      Waivers.
      No provision of this Agreement may be waived, modified, supplemented or amended
      except in a written instrument signed, in the case of an amendment, by the
      Company and Purchasers or, in the case of a waiver, by the party against whom
      enforcement of any such waived provision is sought. No waiver of any default
      with respect to any provision, condition or requirement of this Agreement shall
      be deemed to be a continuing waiver in the future or a waiver of any subsequent
      default or a waiver of any other provision, condition or requirement hereof,
      nor
      shall any delay or omission of any party to exercise any right hereunder in
      any
      manner impair the exercise of any such right.

     

    5.6 Headings.
      The headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    5.7 Successors
      and Assigns.
      This Agreement shall be binding upon and inure to the benefit of the parties
      and
      their successors and permitted assigns. The Company may not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of Purchaser (other than by merger). Purchaser may assign any or all
      of
      its rights under this Agreement to any Person to whom Purchaser assigns or
      transfers any Shares, provided such transferee agrees in writing to be bound,
      with respect to the transferred Shares, by the provisions of this Agreement
      and
      the Transaction Documents that apply to the Purchaser.

     

    5.8 No
      Third-Party Beneficiaries.
      This Agreement is intended for the benefit of the parties hereto and their
      respective successors and permitted assigns and is not for the benefit of,
      nor
      may any provision hereof be enforced by, any other Person.

    


    5.9 Governing
      Law.
      All questions concerning the construction, validity, enforcement and
      interpretation of the Transaction Documents shall be governed by and construed
      and enforced exclusively in accordance with the internal laws of the State
      of
      New York, without regard to the principles of conflicts of law thereof. Each
      party agrees that all legal proceedings concerning the interpretations,
      enforcement and defense of the transactions contemplated by this Agreement
      and
      any other Transaction Documents (whether brought against a party hereto or
      its
      respective affiliates, directors, officers, shareholders, employees or agents)
      shall be commenced exclusively in the state and federal courts sitting in the
      City of New York. Each party hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in the City of New York,
      borough of Manhattan for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein (including with respect to the enforcement of any of the Transaction
      Documents), and hereby irrevocably waives, and agrees not to assert in any
      suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is improper
      or is an inconvenient venue for such proceeding. Each party hereby irrevocably
      waives personal service of process and consents to process being served in
      any
      such suit, action or proceeding by mailing a copy thereof via registered or
      certified mail or overnight delivery (with evidence of delivery) to such party
      at the address in effect for notices to it under this Agreement and agrees
      that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any other manner permitted by law. The parties hereby waive
      all rights to a trial by jury. If either party shall commence an action or
      proceeding to enforce any provisions of the Transaction Documents, then the
      prevailing party in such action or proceeding shall be reimbursed by the other
      party for its reasonable attorneys’ fees and other reasonable costs and expenses
      incurred with the investigation, preparation and prosecution of such action
      or
      proceeding.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    5.10 Survival.
      The representations, warranties, covenants and other agreements contained herein
      shall survive the Closing and the delivery, exercise and/or conversion of the
      Shares, as applicable for the applicable statue of limitations.

     

    5.11 Execution.
      This Agreement may be executed in two or more counterparts, all of which when
      taken together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.

     

    5.12 Severability.
      If any term, provision, covenant or restriction of this Agreement is held by
      a
      court of competent jurisdiction to be invalid, illegal, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions set forth
      herein shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated, and the parties hereto shall use their commercially
      reasonable efforts to find and employ an alternative means to achieve the same
      or substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable. 

     

    5.13 Construction.
      The parties agree that each of them and/or their respective counsel has reviewed
      and had an opportunity to revise the Transaction Documents and, therefore,
      the
      normal rule of construction to the effect that any ambiguities are to be
      resolved against the drafting party shall not be employed in the interpretation
      of the Transaction Documents or any amendments hereto.

    


    5.14 Advisory
      Fee.
      The Company shall pay to the Purchasers (and/or their designees) an advisory
      fee
      of $2,000 per month for twelve (12) consecutive months, $24,000 in the aggregate
      (the “Advisory
      Fee”),
      on the first day of each month, with the first $2,000 payment being due and
      payable March 1, 2007. 

    


     

    (Signature
      Pages Follow)

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      the parties hereto have caused this Securities Purchase Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

    


    

      


       

      
        	
                JANEL
                  WORLD TRADE, LTD.

              	
                Address
                  for Notice:

              



      
        	
                 

              	
                 

              	 	
                 

              
	
                By:

              	
                Name:James
                  N. Jannello

                Title:
                  Executive Vice President and Chief Executive Officer

              	 	
                 150-14
                  132nd
                  Avenue

                Jamaica,
                  NY 11434

                 

                Fax:
                  718 527-1689

                Email:
                  jjannello@janelgroup.net

              


      

       

    

     

    With
      a copy to (which shall not constitute notice):


    William
      J. Davis, Esq.

    Scheichet
      & Davis, P.C.

    767
      Third Avenue - 24th
      Floor

    New
      York, NY 10017

    


    Fax:
      212 371-7634

    Email:
      william@scheichetdavis.com


    


     

    [SIGNATURE
      PAGE FOR PURCHASER FOLLOWS]

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    [PURCHASER
      SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]

     

    IN
      WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement
      to be duly executed by their respective authorized signatories as of the date
      first indicated above.

     

    
      	
               

            
	
              Name
                of Purchaser: NAME
                REDACTED

            
	
               

            
	
              Signature
                of Authorized Signatory of Purchaser:/s/NAME
                REDACTED

            
	
               

            
	
              Name
                of Authorized Signatory:NAME
                REDACTED

            
	
               

            
	
              Title
                of Authorized Signatory: Chief
                Operating Officer 

            
	
               

            
	
              Email
                Address of Purchaser: Address
                Redacted 

            
	
               

            
	
              Facsimile
                Number of Purchaser: Number
                Redacted 

            
	
               

            
	
              Address
                for Notice of Purchaser: Address
                Redacted

            


    

    


     

    Address
      for Delivery of Shares for Purchaser (if not same as above):

     

     

    Aggregate
      Purchase Price: $500,000.00

    Shares:
      1,000,000

    Warrants:
      -0-

    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    SCHEDULE
      3.1(g)

    


    Capitalization


    


    


    The
      Company has previously committed to issue an aggregate of 950,000 shares to
      three employees in the event of the Company’s securities being listed on the AIM
      or a domestic exchange, and to execute a transaction by which James N. Jannello
      will cash-out a portion of his shareholdings in the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         


    

    SCHEDULE
      3.1(j)

    


    Litigation