AMENDED
AND RESTATED BY-LAWS





OF





JANEL
WORLD TRADE, LTD.





ARTICLE
I


OFFICES





SECTION
1. REGISTERED OFFICE.  The registered office shall be established and
maintained at United Corporate Services, Inc., 202 South Minnesota Street,
Carson City, Nevada 89703 and United Corporate Services, Inc. shall be the
registered agent of the corporation in charge thereof.





SECTION
2. OTHER OFFICES.  The corporation may have other offices, either
within or without the State of Nevada, at such place or places as the Board of
Directors (“Board”) may from time
to time designate, or the business of the corporation may require.





ARTICLE
II


MEETINGS
OF STOCKHOLDERS





SECTION
1. ANNUAL MEETINGS.  The annual meetings of the stockholders for the
election of directors, and for such other business, shall be held at such place,
either within or without the State of Nevada, and at such time and date as the
Board shall determine and set forth in the notice of the meeting.





At each
annual meeting, the stockholders entitled to vote shall elect a Board and they
may transact such other corporate business as shall be stated in the notice of
the meeting or as shall properly come before the stockholders at the
meeting.





SECTION
2. OTHER MEETINGS.  Meetings of the stockholders for any purpose may
be held at such time and place, within or without the State of Nevada, as shall
be stated in the notice of the meeting.





SECTION
3. VOTING.  Unless otherwise stated in the Articles of Incorporation,
the By-Laws, a Board resolution, a certificate of designation, or an agreement,
each stockholder entitled to vote shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such
stockholder.  In accordance with Nevada Revised Statute Section
78.355, no proxy shall be voted after six (6) months from its date unless such
proxy provides for a longer period.  All elections for directors and
all other questions shall be decided by majority vote except as otherwise
provided by the Articles of Incorporation.





The
corporation shall be entitled to recognize the person registered on its books as
the owner of stock to be the exclusive owner for all purposes including voting
and dividends, if any, and the corporation shall not be bound to recognize any
equitable or other claim to or interest in such stock on the part of any other
person, whether or not the corporation shall have express or other notice
thereof, except as otherwise expressly provided by law.





SECTION
4. QUORUM.  Except as otherwise provided by the Articles of
Incorporation or the By-laws, the presence, in person or by proxy, of
stockholders holding a majority of the stock of the corporation entitled to vote
shall constitute a quorum at all meetings of the stockholders.  In
case a quorum shall not be present at any meeting, a majority in interest of the
stockholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting without notice other than announcement at the
meeting until the requisite amount of stock entitled to vote shall be
present.  At any such adjourned meeting at which the requisite amount
of stock entitled to vote shall be represented, any business may be transacted
which might have been transacted at the meeting as originally noticed, but only
those stockholders entitled to vote at the meeting as originally noticed shall
be entitled to vote at any adjournment or adjournments thereof.





SECTION
5. SPECIAL MEETINGS.  Special meetings of the stockholders for any
purpose or purposes may be called by the President or Secretary, or by
resolution of the directors.


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SECTION
6. NOTICE OF MEETINGS.  Written notice, which shall be signed by the
President or Vice President, if any, or the Secretary or Assistant Secretary, if
any, or such other person as the directors may designate, stating the place,
date and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten (10)
nor more than sixty (60) days before the date of the meeting, and upon the
mailing of any such notice service thereof is complete and the time of the
notice begins to run from the date upon which the notice is deposited in the
mail for transmission to the stockholder.  Personal delivery of any
such notice to any officer of a corporation or association, to any member of a
limited liability company managed by managers, to any general partner of a
partnership, or to any trustee of a trust constitutes delivery of the notice to
the corporation, association, limited liability company, partnership or
trust.  For a special meeting, no business other than that stated in
the notice shall be transacted without the unanimous consent of all the
stockholders present and entitled to vote thereat.





SECTION
7. ACTION WITHOUT MEETING.  Unless otherwise provided by the Articles
of Incorporation, any action required to be taken, or which may be taken, at any
annual or special meeting of the stockholders may be taken without a meeting,
without prior notice and without a vote if, prior to or after such action, a
consent in writing setting forth such action shall be signed by the holders of
issued and outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted, and such consent is
filed with the minutes of proceedings of the stockholders.





ARTICLE
III


DIRECTORS





SECTION
1. NUMBER AND TERM.  The number of directors shall be three
(3).  The directors shall be elected at the annual meeting of the
stockholders and each director shall be elected to serve until his successor
shall be elected and duly qualified. A director need not be a
stockholder.





SECTION
2. RESIGNATIONS.  Any director, member of a committee, or other
officer may resign at any time.  Such resignation shall be made in
writing and shall take effect at the time specified therein or, if no time be
specified, at the time of its receipt by the President or
Secretary.  The acceptance of a resignation shall not be necessary to
make it effective.





SECTION
3. VACANCIES.  If the office of any director, member of a committee,
or other officer becomes vacant for any reason, the remaining directors in
office, by majority vote, may appoint any qualified person to fill such vacancy,
who shall hold office for the unexpired term and until his successor shall be
chosen and duly qualified.





SECTION
4. REMOVAL.  Any director or directors may be removed either for or
without cause at any time by the affirmative vote of the holders of a
majorityof all the
shares of stock outstanding and entitled to vote at a special meeting of the
stockholders called for that purpose where such business is stated in the
notice.  Any director or directors may be removed by the unanimous
vote of the board, excluding the director(s) being subject to the removal vote,
for cause.  Cause shall mean the following: (i) commission of (a) a
felony, (b) a crime involving fraud or embezzlement, or (c) a violation of a law
that effects the corporation; (ii) an act or omission that involves of
dishonesty or a material misrepresentation related to the business of the
corporation; (iv) the dereliction of any fiduciary duty to the corporation or
any of its directors, employees or stockholders; (v) gross negligence or willful
malfeasance in the performance of, or refusal to perform, substantialemployment or director
responsibilities after notice of such conduct; or (vi) a physical or mental
disability which prevents the performance of duties for (a) a consecutive period
of at least 60 days or (b) a total of 120 days or more in a twelve month
period.





SECTION
5. INCREASE OF NUMBER.  The number of directors may be increased (i)
by amendment to the By-laws by the affirmative vote of a majority of the
directors or (ii) by the affirmative vote of a majority in interest of the
stockholders at the annual meeting or at a special meeting called for that
purpose; and, by like vote, the additional directors may be chosen at such
meeting or by such resolution to hold office until the next annual election and
until their successors are elected and duly qualified.





SECTION
6. POWERS.  The Board shall exercise all of the powers of the
corporation except such as are by law, by the Articles of Incorporation, or by
the By-laws specifically conferred upon or reserved to the
stockholders.


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SECTION
7. COMMITTEES.  The Board may, by resolution passed by a majority of
the whole board, designate one or more committees, each committee to consist of
two (2) or more directors of the corporation with such power and authority as is
permitted by law and provided for in said resolution. The Board may designate
one or more directors as alternate members of any committee who may replace any
absent or disqualified member at any meeting of the committee.  In the
absence or disqualification of any member or such committee or committees, the
member or members thereof present at any such meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member.





All
committees shall keep regular minutes of their proceedings and report the same
to the Board.





SECTION
8. MEETINGS.  Meetings of the Board may be held either in or outside
the State of Nevada provided a quorum be in attendance.





Members
of the Board or any committee designated by such Board may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time.  Participation by such means shall
constitute presence in person at such meeting.





Regular
meetings of the Board may be scheduled by a resolution adopted by the
Board.  The Chairman of the Board, President, or Secretary may call,
and, if requested by any two directors, must call, a special meeting of the
Board and, for such special meetings, five (5)days notice by mail or
twenty four (24) hours’ notice personally, or by telegraph or cable shall be
given to each director.  The Board may hold an annual meeting, without
notice, immediately after the annual meeting of stockholders.





SECTION
9. QUORUM.  A majority of the directors shall constitute a quorum at
any meeting of the Board and the vote of a majority of a quorum shall constitute
the act of the Board.  If at any meeting of the Board there shall be
less than a quorum present, a majority of those present may adjourn the meeting
until a quorum is obtained, and notice thereof shall be given to the directors
not present of the adjournment and of the time and place of the new
meeting.





SECTION
10. COMPENSATION.  Directors shall not receive any stated salary for
their services as directors or as members of committees but, by resolution of
the Board, a fixed fee and expenses of attendance may be allowed for attendance
at each meeting.Nothing herein contained
shall be construed to preclude any director from serving the corporation in any
other capacity as an officer, agent or otherwise, and receiving compensation
therefore.





SECTION
11. ACTION WITHOUT MEETING.  Any action required or permitted to be
taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if, prior to or after such action, a written consent thereto
is signed by all members of the Board, or of such committee, as the case may be,
and such written consent is filed with the minutes of proceedings of the
Board.





ARTICLE
IV


OFFICERS





SECTION
1. OFFICERS.  The officers of the corporation shall be a President, a
Treasurer, and a Secretary, all of whom shall be elected by the Board, serve at
the discretion of the Board, and hold office until their successors are elected
and duly qualified.  In addition, the Board may elect a Chairman, one
or more Vice-Presidents, and such Assistant Secretaries and Assistant Treasurers
as it may deem proper.  None of the officers of the corporation need
be directors.  The officers may be elected at the annual meeting or at
any special meeting of the Board called for that purpose.  Except for
the offices of President and Secretary, one person may hold two or more
offices.





SECTION
2. OTHER OFFICERS AND AGENTS.  The Board may appoint such other
officers and agents as it may deem advisable, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.





SECTION
3. CHAIRMAN.  The Chairman of the Board, if one be elected, shall
preside at all meetings of the Board and he shall have and perform such other
duties as from time to time may be assigned to him by the
Board.


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SECTION
4. PRESIDENT. The President shall have the general powers and duties of
supervision and management usually vested in the office of President of a
corporation.  He shall preside at all meetings of the stockholders, if
present thereat, and, in the absence or non-election of the Chairman of the
Board, at all meetings of the Board, and shall have general supervision,
direction and control of the business of the corporation.





SECTION
5.VICE-PRESIDENT.  Each Vice-President, if any, shall have such
powers and shall perform such duties as shall be assigned to him by the
directors.





SECTION
6. TREASURER.  The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the corporation.  He shall deposit
all monies and other valuables in the name and to the credit of the corporation
in such depositaries as may be designated by the Board.





The
Treasurer shall disburse the funds of the corporation as may be ordered by the
Board or the President, taking proper vouchers for such
disbursements.  He shall render to the President and Board at the
regular meetings of the Board, or whenever they may request it, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.  If required by the Board, he shall give the corporation
a bond for the faithful discharge of his duties in such amount and with such
surety as the Board shall prescribe.





SECTION
7. SECRETARY.  The Secretary shall give, or cause to be given, notice
of all meetings of stockholders and directors, and all other notices required by
the law or the By-laws, and, in case of his absence or refusal to neglect so to
do, any such notice may be given by any person thereunto directed by the
President, the directors, or stockholder upon whose requisition the meeting is
called as provided in the By-laws.  He shall record all the
proceedings of the meetings of the corporation and of the directors in a book to
be kept for that purpose and shall perform such other duties as may be assigned
to him by the directors or the President.  He shall have the custody
of the seal of the corporation, if any, and shall affix the same to all
instruments requiring it when authorized by the directors or the President, and
attest the same.





SECTION
8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.  Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.





SECTION
9. SALARIES.  The salaries of all officers shall be fixed by the
Board.





ARTICLE
V


CAPITAL
STOCK





SECTION
1. CERTIFICATES OF STOCK.  Certificates of stock shall be in such form
as required by law and as shall be adopted by the Board.  They shall
be signed by the Chairman or a Vice-Chairman of the Board, if any, or by the
President or a Vice-President, if any, and by the Secretary or an Assistant
Secretary, if any, or the Treasurer or an Assistant Treasurer, if any, and may
be sealed with the corporate seal or a facsimile thereof. When such a
certificate is countersigned by a transfer agent or registered by a registrar,
the signatures of any such officers may be facsimile.





SECTION
2. LOST OR DESTROYED CERTIFICATES.  If the holder of any certificate
representing shares of stock of the corporation notifies the corporation of any
loss, theft or destruction thereof, the Board may thereupon, in its discretion,
cause a new certificate for the same number of shares to be issued to such
holder upon satisfactory proof of such loss, theft or destruction, and the
deposit of indemnity by way of bond or otherwise in such form and amount and
with such surety or sureties as the Board may require to indemnify the
corporation against loss or liability by reason of the issuance of such new
certificate.





SECTION
3. TRANSFER OF SHARES.  Shares of the corporation shall be
transferable only upon its books by the registered holder thereof in person or
by his duly authorized attorney or legal representative and upon such surrender
of the certificate or certificates for such shares properly assigned for
transfer.  A record shall be made of each transfer and whenever a
transfer shall be made for collateral security, and not absolutely, it shall be
so expressed in the entry of the transfer.


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SECTION
4. STOCKHOLDERS RECORD DATE.  The Board may fix, in advance, a date
not exceeding sixty (60) days nor less than ten (10) days, as the record date
for the determination of stockholders entitled (i) to receive notice of or to
vote at any meeting of stockholders, (ii) to consent to any proposal without a
meeting, (iii) for the purpose of determining stockholders entitled to exercise
any rights in respect of any change, conversion or exchange of stock, (iv) or
for the purpose of any other lawful action.





ARTICLE
VI


MISCELLANEOUS





SECTION
1.DIVIDENDS.  The
directors may, in their discretion, declare dividends, from time to time and in
amounts in their discretion, upon the capital stock of the corporation from the
surplus or net profits available therefore.





SECTION
2. SEAL.  The directors, from time to time by resolution, may provide
a suitable corporate seal, which, if provided for an used, shall be in the
charge of the Secretary and shall be used as authorized by the
By-laws.  The seal, if any, may be used by causing it or a facsimile
thereof to be impressed or affixed, or in any manner reproduced.





SECTION
3. FISCAL YEAR. The fiscal year of the corporation shall be determined by
resolution of the Board.





SECTION
4. CHECKS.  All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers or agent or agents of
the corporation, and in such manner as shall be determined from time to time by
resolution of the Board.





SECTION
5. NOTICE AND WAIVER OF NOTICE.  Whenever any notice is required by
the By-laws to be given, personal notice is not meant unless expressly so
stated, and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage, prepaid, addressed to
the person entitled thereto at his address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on the day of
such mailing.  Stockholders not entitled to vote shall not be entitled
to receive notice of any meetings except as otherwise provided by
law.





Whenever
all parties entitled to vote at any meeting, whether of directors or
stockholders, consent either (i) by a writing on the records of the meeting or
filed with the Secretary, (ii) by presence at such meeting and oral consent
entered on the minutes, or (iii) by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed, and, at such meeting, any
business may be transacted which is not excepted from the written consent or to
the consideration of which no objection for want of notice is made at the time,
and, if any meeting be irregular for want of notice or of such consent, provided
a quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid, and the irregularity or
defect therein waived by a writing signed by all parties having the right to
vote at such meeting.  Any such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.





Whenever
any notice whatever is required to be given under the provisions of the law, the
Articles of Incorporation, or the By-laws, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.





ARTICLE
VII


AMENDMENTS





The
By-laws may be altered or repealed, and By-laws may be made, at any annual
meeting of the stockholders, or at any special meeting thereof, if notice of the
proposed alteration or repeal of the By-law or By-laws to be made is contained
in the notice of such special meeting, by the affirmative vote of a majority of
the stock issued and outstanding and entitled to vote thereat, or by the
affirmative vote of a majority of the Board at any regular meeting of the Board
or at any special meeting of the Board if notice of the proposed alteration or
repeal of the By-law or By-laws to be made is contained in the notice of such
special meeting.


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ARTICLE
VIII


INDEMNIFICATION





No
director shall be liable to the corporation or any of its stockholders or
creditors for any monetary damages as a result of any act or failure to act in
his capacity as a director or officer unless it is proven that (i) his act or
failure to act constituted a breach of his fiduciary duties to the corporation
or its stockholders as a director or officer and (ii) his breach of those duties
involved an intentional misconduct, fraud, or a knowing violation of
law.  It is the intention of the foregoing provisions to eliminate the
liability of the corporation’s directors to the corporation, its stockholders,
and creditors to the fullest extent permitted by law. The corporation shall
indemnify to the fullest extent permitted by law each director and officer that
such law grants the corporation the power to indemnify.  The
corporation shall advance any expenses to any such director or officer as may be
required to defend an action against such person.


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