REGISTRATION
RIGHTS PROVISIONS

    1.           Definitions.  The
following terms have the following meanings:

     

    (a)           “Act” means the
Securities Act of 1933, “Exchange Act” means the Securities Exchange Act of
1934, and the respective rules and regulations promulgated under the Act and the
Exchange Act.

     

    (b)           “Commission” means the
United States Securities and Exchange Commission.

     

    (c)           “Registrable
Securities” or "Shares" means the
$.001 par value common stock issued by Janel World Trade, Ltd. (the “Company”) to the
“Holder" upon Conversion of term note issued to the Lender as set forth in the
Janel World Trade, Ltd. Term Loan Subscription Agreement and the Term Promissory
Note to which these provisions are attached.

     

    (d)           “Registration,” “register” and like
words mean compliance with all of the laws, rules and regulations (federal,
state and local), and provisions of agreements and corporate documents
pertaining to the public offering of securities, including registration of any
public offering of securities on any form under the Act.

     

    Piggyback
Registration.  The Company shall
advise Holder by written notice at least thirty (30) days prior to the
filing of any registration statement under the Act by the Company (other than a
registration statement on Form S-4, Form S-8 or subsequent similar forms), and
will upon the provision of written notice from Holder as described below include
in any such registration statement (the “Initial
Registration”) such information as may be required to permit a public
offering of the Registrable Securities desired to be registered by Holder. If
Holder desires to have Registrable Securities included in such registration
statement, the Holder must so advise the Company in writing within ten
(10) days after the date of receipt of the Company’s notice of
registration, setting forth the amount of Registrable Securities for which
registration is requested; provided, however, that if the sole underwriter or
managing underwriters advise the Company that the inclusion in the offering of
securities proposed to be sold by Holder would adversely affect the ability of
the Company to complete the offering, then the Company shall have the right to
reduce the number of Shares for which Holder is seeking Registration on a pro
rata basis with all other selling shareholders seeking Registration in any such
registration statement. The Company shall use its best efforts to cause such
registration statement to be filed and to become effective and, for a period of
six (6) consecutive months from the date such registration statement is declared
effective by the Commission and to keep current the prospectus included in such
registration statement, either through the filing of periodic reports under the
Exchange Act, or by filing post-effective amendments to the registration
statement, so as to permit the public sale of the Shares. Prior to executing any
sales of the Shares, Holder will confirm with the Company that the Prospectus
included in the Initial Registration is up-to-date and that such Shares may be
lawfully sold.

     

    2.           Information to be Furnished by
Holder. Holder shall furnish to the Company in writing all information
within its possession or knowledge required by the applicable rules and
regulations of the Commission and by any applicable state securities or Blue Sky
Laws concerning Holder, the proposed method of sale or other disposition of the
shares of Common Stock being sold by Holder in such offering, and the identity
of and compensation to be paid to any proposed underwriter or underwriters to be
employed in connection with such offering.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3.           Costs and Expenses. The
Company shall pay all costs and expenses in connection with the Registration;
provided, however, that Holder
shall bear the fees and expenses of their own counsel and accountants and any
selling expenses relating to Registrable Shares registered on behalf of Holder
in connection with such offering, including without limitation, any transfer
taxes, underwriting discounts or commissions.

     

    5.   Notices.  All
notices and other communications must be in writing and shall be deemed to have
been given on the same day when personally delivered or sent by confirmed
facsimile transmission or on the next business day when delivered by receipted
courier service or on the third business day when mailed with sufficient
postage, certified mail, return receipt requested, to the following addresses:
(a) if to the Company, to Janel World
Trade, Ltd., 150-14 132nd Avenue,
Jamaica, NY 11434, tel. (718) 527-3800, Attention James N. Jannello, Executive
Vice President; and (b) if to Holder, at the Holder’s address in the
Subscription Agreement, or to such other address as it may be changed from time
to time on the books of the Company by written notice. Copies of all notices to
the Company shall be simultaneously given to William J. Davis, Esq., Scheichet
& Davis, P.C., 767 Third Avenue - 24th Floor,
New York, NY 10017, fax (212) 371-7634, e-mail william@scheichetdavis.com.
Each person receiving notice may from time to time change the address to which
notices to it are to be delivered or mailed hereunder by notice in
writing.

    


    7.           Governing Law. Registration
Rights shall be governed by and construed and enforced in accordance with the
laws of the State of New York without giving effect to the choice of law or
conflict of laws principles. The New York state and federal courts in New York
shall have jurisdiction over any and all disputes arising out of or relating to
the Registration Rights.

    


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