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 150-14 132
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:
1.1 Definitions . 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
“ 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 c