Unassociated Document


    JANEL
      WORLD TRADE LTD.

    CERTIFICATE
      OF DESIGNATION

    OF

    SERIES
      A CONVERTIBLE 

    PREFERRED
      STOCK

    


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

     

      
        

      

    

    


    The
      undersigned, an authorized officer of Janel World Trade Ltd., a Nevada
      corporation (the “Corporation”),
      in
      accordance with the provisions of Section 78.1955 of the Nevada Private
      Corporations Law (the “NPCL”),
      does
      hereby certify that, in accordance with NRS 78.315 of the NPCL, the following
      resolution was duly adopted by the Board of Directors of the Corporation on
      January 10, 2007:

     

    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 a series of Preferred Stock, par value $0.001 per
      share, 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) Voting
      Rights.

     

    (a) Series A
      Preferred Stock.
      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”)
      and
      the holders of the Company’s common stock, par value $0.001 per share (the
“Common
      Stock”)
      shall
      vote together as a single class with each Preferred Share having the number
      of
      votes equal to the largest whole number of shares of Common Stock into which
      such Preferred Share could be converted, at the record date for the
      determination of the stockholders entitled to vote on such matters or, if no
      such record date is established, at the date such vote is taken.

     

    (b) Common
      Stock.
      Each
      holder of shares of Common Stock shall be entitled to one vote for each share
      thereof held. Except as otherwise expressly provided herein or as required
      by
      law, the Holders of the Preferred Shares and the holders of Common Stock shall
      vote together and not as separate classes.

     

    (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. 

     

    (a) The
      Preferred Shares shall be convertible into shares of Common Stock at any time
      or
      times on or 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.

     

    (b) 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.

     

    (c) 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 third (3rd)
      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 three (3) 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.

     

    
      
         

      

      
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    (d) 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 therefor, 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.

     

    
      
         

      

      
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    (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.

     

    
      
         

      

      
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    (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.

     

    
      
         

      

      
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    (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”),
      before any amount shall be paid to the holders of any of the capital stock
      of
      the Company of any class junior in rank to the Preferred Shares in respect
      of
      the preferences as to the distributions and payments on a Liquidation of the
      Company, an amount per Preferred Share equal to the sum of (i) the Stated Value,
      (ii) four (4%) percent of the Stated Value, calculated from the Original
      Issuance Date through and including the date the Liquidation Funds are paid
      to
      the Holders of the Preferred Shares, plus (iii) all
      dividends, if any, which have accrued or are payable under Section 8
      hereof, but have not been paid and received by the Holders of the Preferred
      Shares, up to and including the date full payment is tendered to the Holder
      of
      such Preferred Share with respect to such Liquidation (collectively, the
“Non
      Change of Control Liquidation Preference”);
      provided,
      however,
      that
      notwithstanding anything to the contrary provided herein or elsewhere, in the
      event that a Liquidation is caused as a result of a Change of Control (as
      defined below), each Holder of Preferred Shares shall be entitled to receive
      in
      addition to the Non Change of Control Liquidation Preference, such additional
      amounts that each such Holder would have received in the Liquidation, had it
      converted its Preferred Stock into Common Stock immediately prior to the
      Liquidation. If, upon any Liquidation, the Liquidation Funds are insufficient
      to
      pay, issue or deliver the full amount due to the Holders of Preferred Shares
      and
      holders of shares of other classes or series of preferred stock of the Company
      that are expressly provided for as of equal rank with the Preferred Shares
      as to
      payments of Liquidation Funds (the “Pari
      Passu Shares”),
      then
      each holder of Preferred Shares and Pari Passu Shares shall receive a percentage
      of the Liquidation Funds equal to the full amount of Liquidation Funds payable
      to such holder as a liquidation preference, in accordance with their respective
      Certificate of Designation of Preferences Rights and Limitations, as a
      percentage of the full amount of Liquidation Funds payable to all holders of
      Preferred Shares and Pari Passu Shares. No Holder of Preferred Shares shall
      be
      entitled to receive any amounts with respect thereto upon any Liquidation other
      than the amounts provided for herein; provided that a Holder of Preferred Shares
      shall be entitled to all amounts previously accrued with respect to amounts
      owed
      hereunder. The form of consideration in which the Liquidation Preference is
      to
      be paid to the Holders of the Preferred Shares as provided in this Section (6)
      shall be
      the form of consideration received by the Company or the other holders of the
      Company’s capital stock, as the case may be.

     

    “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.

    


    
      
         

      

      
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    “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.
      All
      shares of Common Stock shall be of junior rank to all Preferred Shares in all
      respects as to the preferences as to distributions and payments upon the
      liquidation, dissolution and winding up of the Company. The rights of the shares
      of Common Stock shall be subject to the preferences and relative rights of
      the
      Preferred Shares. 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 (a) create or authorize any other class or series of capital
      stock, ranking pari
      passu
      and/or
      senior in any respect to the Preferred Shares, or (b) issue any indebtedness
      ranking pari
      passu
      and/or
      senior in respect to the Preferred Stock.

     

    (8) Dividends;
      Participation. Each
      Preferred Share shall accrue and be paid a dividend at the rate of three (3%)
      percent per annum of the Stated Value, payable quarterly in arrears on January
      1st,
      April
      1st,
      July
      1st
      and
      October 1st
      of
      each
      year and for such whole year (or portion thereof) that such Preferred Share
      is
      issued and outstanding. The dividend payments shall be made in either cash
      or at
      the option of the Company through the issuance of additional Preferred Shares
      in
      such amount of Preferred Shares equal to the quotient of (i) the dividend amount
      payment then due, divided by (ii) the Stated Value of a share of Preferred
      Stock;. So long as any Preferred Shares shall be outstanding, no dividend,
      whether in cash, securities or property, shall be paid or declared, nor shall
      any other distribution be made, on the Common Stock or any other security junior
      to the Preferred Shares as to dividend rights, unless (A) all dividends, if
      any,
      payable with respect to the Preferred Shares shall have been declared and paid,
      and (B) the Company shall also declare and pay to the Preferred Shares, at
      the
      same time it declares and pays such dividend or distribution to the holders
      of
      Common Stock, the dividend or distribution that would have been declared and
      paid with respect to the Conversion Shares had all of the Preferred Shares
      been
      converted into Conversion Shares immediately prior to the record date for such
      dividend or distribution, or if no record date is fixed, the date as of which
      the Company pays to the record holders of Common Stock such dividend or
      distribution.

     

    
      
         

      

      
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    (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 A 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.

     

    IN
      WITNESS WHEREOF,
      Janel
      World Trade Ltd. has caused this Certificate to be signed by James N. Jannello,
      its Executive Vice President and Chief Executive Officer on this 10th day of
      January, 2007.

    


    JANEL
      WORLD TRADE LTD.


    


    By: 
      /s/
      James N. Jannello

    Name:
      James N. Jannello

    Title:
      Executive Vice President and Chief
      Executive Officer

     

    
      
         

      

      
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    EXHIBIT
      I

     

    JANEL
      WORLD TRADE LTD.

     

    CONVERSION
      NOTICE

     

    _____________________________________

    


     

    Reference
      is made to the Certificate of Designation of Preferences, Rights and Limitations
      of Series A Convertible Preferred Stock of Centuria Corporation (the
“Certificate”).
      In
      accordance with and pursuant to the Certificate of Designation, the undersigned
      hereby elects to convert the number of shares of Series A Convertible
      Preferred Stock, par value $0.001 per share (the “Preferred
      Shares”),
      of
      Janel World Trade Ltd., a Nevada corporation (the “Company”),
      indicated below into Company shares of common stock or Survivor Common Stock,
      as
      defined in the Certificate, as applicable, as of the date specified below
      (collectively, the “Common
      Stock”).

     

    Date
      of
      Conversion: ______________________________________________________

     

    Number
      of
      Preferred Shares to be converted: 
___________________________________

     

    Stock
      certificate number(s) of Preferred Shares to be converted: 
_____________________

     

    Please
      deliver the Common Stock into which the Preferred Shares are being converted
      to
      the following address:

     

    
      _____________________________________

       

      
        _____________________________________

         

        
          _____________________________________

           

          
            _____________________________________

             

          

        

      

    

     

    
      
         

      

      
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