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




1.1Definitions. 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 ofExhibit 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.


3




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 ofExhibit 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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2.3Closing
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




3.1Representations 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.


5




(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”).





(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.


6




(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.


7




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.


8




(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.


9




(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.




3.2Representations 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




4.1Transfer
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:
                              
                              /s/
      James N. Jannello
                              
                              150-14
      132nd
      AvenueName:
      James N. Jannello
                                Title:
      Executive Vice President and Chief
                                Executive
      Officer
                              
                              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.




Sands
      Brothers Venture Capital I, LLC
                                        
                                        Aggregate
      Purchase Price:  $75,000.00By:
      /s/ Scott
      Baily
                                        
                                        Shares:
      150,000Name:
      Scott BailyTitle:
      Chief Operating OfficerAddress:
      90 Park Avenue, 31st FloorNew
      York, NY 10016Email:
      sbaily@sandsbros.comSands
      Brothers Venture Capital II, LLC
                                        
                                        Aggregate
      Purchase Price:  $75,000.00By:
      /s/ Scott
      Baily
                                        
                                        Shares:
      150,000Name:
      Scott BailyTitle:
      Chief Operating OfficerAddress:
      90 Park Avenue, 31st FloorNew
      York, NY 10016Email:
      sbaily@sandsbros.comSands
      Brothers Venture Capital III, LLC
                                        
                                        Aggregate
      Purchase Price:  $225,000.00By:
      /s/ Scott
      Baily
                                        
                                        Shares:
      450,000Name:
      Scott BailyTitle:
      Chief Operating OfficerAddress:
      90 Park Avenue, 31st FloorNew
      York, NY 10016Email:
      sbaily@sandsbros.comSands
      Brothers Venture Capital IV, LLC
                                        
                                        Aggregate
      Purchase Price:  $125,000.00By:
      /s/ Scott
      Baily
                                        
                                        Shares:
      250,000Name:
      Scott BailyTitle:
      Chief Operating OfficerAddress:
      90 Park Avenue, 31st FloorNew
      York, NY 10016Email:
      sbaily@sandsbros.com




17





SCHEDULE
1





Name of Purchaser
                  
                  No. of Shares Being Purchased
                  
                  
                  Purchase Price1.
                  Sands
      Brothers Venture Capital LLC
                  
                  
                  150,000
                  
                  
                  $
                  75,0002.
                  Sands
      Brothers Venture Capital II LLC
                  
                  
                  150,000
                  
                  
                  $
                  75,0003.
                  Sands
      Brothers Venture Capital III LLC
                  
                  
                  450,000
                  
                  
                  $
                  225,0004.
                  Sands
      Brothers Venture Capital IV LLC
                  
                  
                  250,000
                  
                  
                  $
                  125,000Totals
                  
                  
                  1,000,000
                  
                  
                  $
                  500,000







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.


19





SCHEDULE
3.1(j)





Litigation