THIS
PROMISSORY NOTE (THE"NOTE"), AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS
NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES  ACT OF 1933 (THE
"ACT") AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED,
DISPOSED OF OR OFFERED FOR SALE, IN WHOLE OR IN PART, IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THIS NOTE AND/OR THE
SECURITIES ISSUABLE UPON CONVERSION HEREOF, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.





FIXED RATE CONVERTIBLE PROMISSORY
NOTE


$__________


_____________,
2008





FOR VALUE
RECEIVED, Janel World Trade, Ltd., a Nevada corporation with its principal place
of business at 150-14 132nd Avenue,
Jamaica, New York, 11434  (hereinafter referred to as the "Payor" or
“Company”), promises to pay to the order of ______________________________, with
an address at _____________________________________________ (hereinafter
referred to as the "Payee"), on the Maturity Date set forth in Article 2(A) of
this Convertible Promissory Note (the “Note”), unless earlier converted in
accordance with the terms of this Note, the principal sum of
_________________________  Dollars ($________), with interest on the
principal sum as calculated in Article 1 below.





1.           Interest





(A)           Interest
on the unpaid principal balance shall be calculated from the date of this Note
to and including the date of repayment at an interest rate equal to eight
percent (8%) per annum.





(B)           Payment
of the accrued and unpaid interest shall be due and payable upon payment of the
principal balance of this Note pursuant to Article 2(A) of this Note, or upon
conversion of this Note pursuant to Article 3(A)(i) of this Note.





2.           Method of
Payment





(A)           Payment
of the principal balance of this Note, together with any unpaid and accrued
interest thereon, shall be due and payable no later than one (1) year from the
date of the receipt by the Maker of the principal sum from the Payee (“Maturity
Date”).





(B)           Payments
of interest and principal of this Note shall be made by delivery of a check
drawn by the Payor to the Payee at the Payee's address set forth above or at
such other place as may be designated by the Payee pursuant to Article 14(C) of
this Note.








(C)           The Company has the right
to pay the principal and interest of this Note in cash or inConversion
Shares of the Company’s $0.001 par value unregistered Common Stock (the
"Conversion Shares") as set forth in Article 3 of this Note.  If the
Note is not paid in full on or before the Maturity Date, all principal and
interest due will be converted into Conversion Shares issued to the Payee at a
conversion price of Seventy Five Cents ($0.75) per Share.





(D)           If
the Company elects to pay this Note in cash, it will issue to the Payee the
number of Conversion Shares equal to number which is
Fifteen Percent (15%) of the face value of this Note.





3.           Conversion





(A)           The
Company shall have the right, at its option, to convert all or a part of the
principal and interest due on this Note into Conversion Shares at a conversion
price of Seventy Five Cents ($0.75) per share on the Maturity Date.





(B)           If
there is conversion of this Note, the Company shall issue and deliver to the
Payee, or its duly authorized designee, certificates representing the whole
number of fully paid and non-assessable Conversion Shares into which this Note
has been converted, rounded up or down to the nearest whole number determined by
rounding to the next greater whole number if the fractional share is 0.5 or
greater and the next lower whole number if the fractional share is less than
0.5.Subject to the provisions of this Article 3 of this Note, such conversion
shall be deemed to have been made at the close of business upon the date of
conversion, so that the rights of the Payee with respect to the principal and
interest amounts of this Note so converted shall cease at such time, and the
person or persons entitled to receive the Conversion Shares
upon conversion of this Note shall be treated, for all purposes, as having
become the record holder or holders of such Conversion Shares
at the time of such conversion.





(C)           The
Company shall pay any costs or expenses in connection with the issuance of
certificates for Conversion Shares
upon conversion of this Note.  Such certificates shall be issued in
the name directed by the Payee.




4.           Registration with the
S.E.C.





(A)           If
the Company shall at any time seeks to register or qualify any of its capital
stock it shall furnish the holder of this Note with at least thirty (30) days'
prior written notice thereof so that the holder(s) of this Note shall have the
opportunity to include all of the Conversion Shares purchased by the Payee in
such registration or qualification, pursuant to the “Piggyback” registration
provisions annexed as Exhibit “B” to this Note.





(B)           All
expenses in connection with preparing and filing any registration statement
pursuant to this Article 4of this Note (and
any registration or qualification under the securities or "Blue Sky" laws of
states in which the offering will be made under such registration statement)
shall be borne in full by the Company; provided, however, that the Payee shall
pay any and all underwriting commissions and expenses and the fees and expenses
of the Payee’s legal counsel with respect to the registration of the Conversion
Shares.








(C)           In
the event that the Company makes a public offering of its Common Stock pursuant
to the Act or is acquired by or merges with a publicly-held company, the Payee
who has the Stock Purchase Right pursuant to Article 3 of this Note and
registration rights pursuant to Article 4 of this Note agrees
to execute and deliver a “sales” and/or  “lock-up” agreement as
requested by the Company, underwriter or underwriters, having the same terms and
duration as comparable agreements executed and delivered by the Company and its
principal stockholders.





5.          Event of
Default





The term "Event of Default" as used herein shall mean the occurrence of any one
or more of these following events:





(A)
            failure
      of the Company to pay when due any payment due
  hereunder.





(B)
            default
      in the performance of any material covenant on the part of the Company to
      be performed pursuant to the terms hereof (except for a default pursuant
      to Article 5(A) of this Note, for which no notice or cure period shall be
      applicable), and such failure continues for ten (10) days after Payee
      gives notice pursuant to Article 14(C) of this
  Note;





(C)
            filing
      by the Company of a petition in
bankruptcy;





(D)
            making
      of an assignment by the Company for the benefit of its
      creditors;





(E)
            consent
      by the Company to the appointment of, or possession by, a custodian for
      itself or for all or substantially all of its
  property;





(F)
            filing
      of a petition in bankruptcy against the Company with the consent of the
      Company;





(G)
            filing
      of a petition in bankruptcy against the Company without the consent of the
      Company, and the failure to have such petition dismissed within sixty (60)
      days from the date upon which such petition is
  filed;





(H)
            notwithstanding
      the sixty (60) day provision in Article 5(G) of this Note, adjudication of
      the Company as bankrupt; and





(I)
            entry
      by a court of competent jurisdiction of a final non-appealable order,
      judgment or decree appointing, without the consent of the Company, a
      receiver, trustee or custodian for the Company or of all or substantially
      all of the respective property or assets of
  Company.









6.           Remedies Upon
Default





Upon the
occurrence of an Event of Default, and any time thereafter while such Event of
Default is continuing, the entire unpaid principal balance which is due pursuant
to this Note shall, at the Payee's option, be accelerated and become and be
immediately due and payable without presentment, demand, protest or further
notice of any kind, all of which are expressly waived by the Payor.





7.           Non-Exclusive
Remedy





Any
remedy that is set forth in this Note is not exclusive of any remedies that are
provided by law.





8.           Liability Upon
Default





The
liability of the Payor upon default shall be unconditional and shall not be in
any manner affected by any indulgence whatsoever granted or consented to by the
Payee including, but not limited to, any extension of time, renewal, waiver or
other modification.





9.           Exercise of Remedy Upon
Default





No
failure on the part of the Payee to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.





10.         Validity of
Provisions





Any  provision
of this Note that may prove to be unenforceable under any law shall not affect
the validity of any other provision of this Note.





11.         Collection
Costs





Payor
agrees to pay all reasonable costs of collection, including attorney’s fees and
costs, which may be paid or incurred by Payee in connection with Payee’s
exercise of its rights or remedies arising as a result of an Event of Default
under this Note.





12.         Full
Recourse





Anything
in this Note to the contrary notwithstanding, the Payor hereunder shall be
liable on this Note for the full amount of the principal and interest due
pursuant to this Note.





13.         Prepayment





If the Payor intends to pay the full
principal amount or partial principal amount, plus any accrued interest on this
Note, prior to the Maturity Date, the Payor shall give the Payee at least ten
(10) days prior notice, and subsequent to any such notice and prior to
repayment, the Payee shall have the ability to exercise the conversion rights
pursuant to Article 3 of this
Note








14.         Miscellaneous





(A)           Modification   This
Note may not be changed, modified, extended, terminated or discharged orally,
but only by an agreement in writing, which is signed by the Payor and the Payee
of this Note.





(B)           Further
Actions   The Payor agrees to execute any and all
instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Note and the intents and purposes
hereof.





(C)           Notices   All
notices or other communications required or permitted hereunder shall be in
writing and shall be delivered by personal delivery, Registered or Certified
Mail (Return Receipt Requested), postage prepaid, or confirmed fax as
follows:




To the Payor:
                                                Janel World Trade, Ltd. - Attn.: James N. Jannello150-14
      132nd
      AvenueJamaica,
      NY, 11434Tel:
      718 527-3800,   Fax: 718 527-1689Copy to:
                                                Scheichet
      & Davis, PC - Attn.: William J. Davis, Esq.767
      3rd Avenue – 24th
      Floor New York, NY 10017Tel:
      212 688-3200 ext. 414   Fax: 212
371-7634To the Payee:
                                                ____________________________________________________________________________________________________________________Copy to:
                                                ________________________________________________________________________________________________________________





or in
each case to such other address as shall have last been furnished by like
notice.  Each notice or communication shall be deemed to have been
given as of the date so mailed or delivered, as the case may be.





(D)           Governing
Law            This
Note shall in all respects be construed, governed, applied and enforced in
accordance with the laws of the State of New York applicable to contracts made
and to be performed therein, without giving effect to the principles of
conflicts of law.  The parties hereby consent to and irrevocably
submit to personal jurisdiction over each of them by the State and Federal
Courts of the State of New York in any action or proceeding, irrevocably waive
trial by jury and personal service of any and all process and specifically
consent that in any such action or proceeding, any service of process may be
effectuated upon any of them by certified mail, return receipt requested, in
accordance with Article 14(C) of this Note.








(E)           Assignment   This
Note may not be assigned or transferred by the Payee without the prior written
consent of the Payor.





(F)           Binding
Agreement   This Note shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors and assigns.





IN
WITNESS WHEREOF, the Payor has executed this Note as of the ____day of
_________________, 2008.





JANEL
      WORLD TRADE, LTD.By:James
      N. Jannello,Chief
      Executive Officer