0001144204-07-002159 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 17th, 2007 • Janel World Trade LTD • Steam & air-conditioning supply • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 10, 2007, by and among Janel World Trade, Ltd., a Nevada corporation (the “Company”) and each Holder of shares of Series A Convertible Preferred Stock (the “A Shares”) of the Company pursuant to a Securities Purchase Agreement, dated as of the date hereof, by and between each Investor and the Company (the “SPA”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 17th, 2007 • Janel World Trade LTD • Steam & air-conditioning supply • New York

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”).

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