JANEL
WORLD TRADE, LTD.

    


    Term
Loan Subscription Agreement

    


    Janel
World Trade, Ltd.

    150-14
132nd
Avenue

    Jamaica,
New York, 11434

    


    Gentlemen:

    


    1.           The
undersigned (“Lender”) hereby subscribes for, and agrees to loan Janel World
Trade, Ltd. (the “Company”), a Nevada corporation, the sum of
$_______________________ as a participant in a term loan in the total amount of
Three Million Dollars ($3,000,000.00) to be repaid pursuant to terms and
provisions of the attached promissory note (the "Note") together with interest
at the rate of Ten Percent (10%) per annum, which repayment may be made by the
issuance of shares of the Company's $.001 par value common stock (the
"Conversion Shares) as set forth in the Note, and the issuance to the Lender of
a five (5) year warrant (the “Warrant”) to purchase shares of the voting common
stock of the Company (the “Warrant Shares”) amounting to fifteen percent (15%)
of the face amount of the Note at an exercise price of One Dollar Twenty-Five
Cents ($1.25) per share as provided in the Warrant. This subscription is duly
executed and the undersigned hereby tenders his Loan to the Company by delivery
of the undersigned’s check (subject to collection) or wire transfer in the
amount of $___________ within 7 days of the signing of this
Agreement.

    


    2.           The
undersigned hereby acknowledges, represents, warrants, covenants and agrees as
follows:

    


    (a)           he
has been advised by the Company that is seeking to borrow a total of $3,000,000
solely for the purpose of Janel's acquisition of assets from Ferrara
International Logistics, Inc. and working capital;

    


    (b)           he
has relied solely (except as indicated in subsections (c) and (d) below) on the
information contained in the Form 10-K, 10-Q and 8-K documents filed with the
Securities and Exchange Commission ("SEC") by the Company (the “Company
Disclosure”);

    


    (c)           he
has been given the opportunity to ask questions of and received answers from the
Company concerning the terms and conditions of the Loan and other matters
pertaining to the Company, and has been given the opportunity to obtain such
information to verify the accuracy of the information contained in the Company
Disclosure or that was otherwise provided in order for him to evaluate the
merits and risks of the Loan to the extent the Company possesses such
information or can acquire it without unreasonable effort or expense and has not
been furnished any other offering literature;

    


    (d)           he
has not been furnished with any oral representation or oral information in
connection with the Loan not contained in the Company
Disclosure;


    
      
         


      

      
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    (e)           he
has determined that the Loan is a suitable investment for him in view of his
presently anticipated financial needs and that he could bear a total loss of his
investment at this time for the foreseeable future;

    


    (f)           he
is not relying on the Company, its officers, directors, employees, agents,
investment bankers or attorneys, or on the references to any legal discussions
in the Company Disclosure, if any, with respect to individual tax and other
legal or economic considerations involved in this investment. The Lender has
relied on his own knowledge and experience and that of his legal and economic
advisors with regard to the tax and other legal or economic considerations
involved in this investment. The Lender is capable of evaluating for himself the
merits and risks of the Loan on the terms and conditions set forth in the
promissory note and Warrant Agreement;

    


    (g)           he
will not sell or otherwise transfer the Warrant, the underlying Warrant Shares,
or the Conversion Shares without registration under the Securities Act of 1933
(the “Securities Act”) and appropriate state securities (“Blue Sky”) laws of the
availability of appropriate exemptions therefrom and fully understands and
agrees that he must bear the economic risks of his Loan for an indefinite period
of time because, among other reasons, neither the Warrant nor the Warrant Shares
or Conversion Shares have been registered under the Securities Act or under the
Blue Sky laws of any state and, therefore, cannot be resold, pledged, assigned,
hypothecated or otherwise disposed of unless they are subsequently registered
under the Securities Act and under the applicable Blue sky laws or pursuant to
available exemptions from such registration. He also understands that the
Company has only a limited obligation to register the Warrant Shares or
Conversion Shares on his behalf;

    


    (h)           The
Company is agreeing to register the Warrant Shares and Conversion Shares for
resale under the Securities Act pursuant to the Piggyback Registration
Provisions Attached to the Note. However, there is no assurance that the Company
will be able to register Warrant Shares or Conversion Shares for resale under
the Securities Act.

    


    Moreover, in the event a securities
offering for which an SEC Registration Statement is filed by the Company is
underwritten by a registered securities broker/dealer (the “Underwriter”), and
in the further event that the Underwriter informs the Company in writing that
the inclusion in the SEC Registration Statement of the Warrant Shares or
Conversion Shares acquired by the Lender in this offering will result in the
inability to successfully complete the offering for which the SEC Registration
Statement is being filed, or the inability to qualify the SEC Registration
Statement in one or more states which the Underwriter, in its sole discretion,
deems necessary for that offering to proceed, the Lender will be required to
withhold some or all of the Warrant Shares or Conversion Shares from that
offering in accordance with the instructions of the Underwriter.  In
that event, the Company shall thereafter file not more than one SEC Registration
Statement for the express purpose of registering the Lender’s Warrant Shares or
Conversion Shares within nine (9) months after the closing date of the offering
in which the Underwriter declined to permit Lender’s shares to be included in
the SEC Registration Statement.  Moreover, if requested by the
Underwriter, the Lender must agree to a “lock up” of their Warrant Shares or
Conversion Shares being included in the SEC Registration Statement (for a period
not to exceed the lock up agreed-to by the Company’s affiliates) so that the
Lender does not sell, assign or transfer or otherwise dispose of any of those
Warrant Shares or Conversion Shares for a reasonable period of time following
the effective date of that SEC Registration Statement, subject to earlier
release at the discretion of the Underwriter.


    
      
         


      

      
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    (i)           he
is a citizen and a bona fide resident of the United States and is at least
twenty-one (21) years of age;

    


    (j)           he
has an individual income in excess of $200,000 in each of the two most recent
years or joint income with his spouse in excess of $300,000 in each of those
years and a reasonable expectation of reaching the same income level in the
current year;

    


    (k)          the
Loan he is subscribing for, and the Warrant, Warrant Shares and Conversion
Shares he may acquire will be acquired solely for the account of the
undersigned, for investment purposes only and are not being purchased for any
distribution, subdivision or fractionalization thereof; the undersigned has no
contract undertaking, agreement or arrangement with any person to sell, transfer
or pledge any Warrant, Warrant Shares or Conversion Shares to such person or
anyone else and the undersigned has no present plan to enter into any such
contract, undertaking, agreement or arrangement;

    


    (l)           he
has furnished the Company, its advisors or attorneys with information about
himself and such information is correct and complete as of the date of this
Subscription agreement. If there should be any material change in such
information he will immediately furnish such revised or corrected information to
the Company, its advisors or attorneys; and

    


    (m)         he
has made the foregoing representations, warranties, covenants and agreements
knowing that they shall survive his Loan, its repayment his receipt of the
Warrant and any acquisition of Warrant Shares or Conversion Shares.

    


    3.           Lender Awareness. The
undersigned acknowledges his complete understanding of the following
facts:

    


    (a)          No
federal or state agency has passed upon the investment quality of the Loan or
Warrant, Warrant Shares or Conversion Shares, or has made any finding or
determination as to the fairness, merits or risks of any investment in
them.

    


    (b)        
There are substantial risks of loss of the investment incident to the Loan or
the Warrant, Warrant Shares or Conversion Shares, including those summarized in
portions of the Company Disclosure.

    


    (c)          Neither
the Loan nor the Warrant, Warrant Shares or Conversion Shares have been
registered under the Securities Act or the Blue Sky laws and must be held
indefinitely unless subsequently so registered or exemptions from such
registration are available. The Warrant, Warrant Shares and Conversion Shares
cannot be sold without registration or other compliance with the Securities Act
and applicable Blue Sky laws. In Summary, the undersigned understands that
neither the Warrant, Warrant Shares or Conversion Shares have been registered
under the securities laws of any jurisdiction and that all Warrant Shares or
Conversion Shares acquired by him may not be transferred unless they are
registered or an exemption from such registration is otherwise
available.


    
      
         


      

      
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    (d)         All
budgets or forecasts or pro-forma financial statements or presentations set
forth in the Company Disclosure are based on various estimates and forecasts of
the Company and others and are subject to the caveats set forth therein, since
they require a prediction about events that have not yet taken place and cannot
be relied upon to predict actual results.

    


    (e)         In
the event one or more NASD member securities broker/dealers participate in
referring qualified investors, they will receive a commission equal to 10% of
the resulting investment.

    


    4.           Indemnity The
undersigned hereby indemnifies and holds harmless the Company, its officers,
directors, employees, advisors, attorneys and each other person, if any who
“controls” any of them (within the meaning of Section 15 of the Securities Act)
from and against any and all loss, liability, claim, damage and expense
whatsoever and howsoever incurred investigating, preparing or defending against
any litigation commenced or threatened (or any other claim whatsoever) or
settling or paying any claim arising out of or based upon any false
representation or warranty or breach or failure by the undersigned to comply
with any covenant or agreement made by the undersigned herein or in any other
document furnished by the undersigned to any of the foregoing in connection with
the transactions contemplated herein.

    


    5.           Modification. Neither
this Agreement nor any provision hereof will be waived, modified, discharged, or
terminated except by an instrument in writing signed by the party against whom
any waiver, modification, discharge or termination is sought.

    


    6.           Notices. Any notice,
demand or other communication which any party hereto may be required, or may
elect, to give anyone interested hereunder shall be sufficiently given if (a)
deposited, postage prepaid, in a United States mail letter box, registered or
certified mail, return receipt requested, addressed to such address as may be
given herein or in the Memorandum or additional materials, or (b) delivered
personally at such address, or (c) delivered by fax transmission to a fax number
provided by such person (who confirms receipt thereof).

    


    7.           Counterparts. This
Agreement may be executed in any number of counterparts and each of such
counterparts shall, for all purposes, constitute one agreement binding on all
the parties.

    


    8.           Binding Effect.
Except as otherwise provided herein, this Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs, executors,
administrations, successors, legal representatives and assigns. If the
undersigned is more than one person, the obligation of the undersigned shall be
joint and several and the covenants, agreements, representations, warranties and
acknowledgements herein contained shall be deemed to be made by and be binding
upon each such person.


    
      
         


      

      
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    10.           Entire Agreement.
This instrument contains the entire agreement of the parties and there are no
representations, warranties, covenants or other agreements, except as stated or
referred to herein.

    


    11.           Assignability. This
Agreement is not transferable or assignable by the undersigned except with the
written consent of the Company.

    


    12.           Applicable Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.

    


    The
undersigned has executed this Subscription Agreement on this ___ day of
________, 2008.

    


    
      
        
          
            	
                    Face
      Amount of the Note

                  	 
      	
                    Subscriber
      Signature:

                  
	
                    Subscribed
      For:

                  	 
      	 
      
	
                    $

                  	 
      	 
      	 
      
	 
      	 
      	 
      	
                    Name:

                  
	 
      	 
      	 
      	
                    Residence
      Address:

                  
	 
      	 
      	 
      	
                    City:                    
       State:                       
      Zip

                  


          

        

      

    

    


    Tax
Identification or Social Security Number:

    


    
      
        
          
            
              	
                      SUBSCRIPTION
      ACCEPTED ON

                    	 
      	 
      
	
                      THE
      ___DAY OF _________, 2008.

                    	 
      	
                      JANEL
      WORLD TRADE, LTD.

                    
	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	 
      
	 
      	 
      	 
      	
                      James
      N. Jannello,
CEO

                    


            

          

        

      

    

     

    
      
         


      

      
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