JANEL CORP

To be considered for membership on the Board, candidates should be individuals of proven integrity with a record of substantial achievement in an area of relevance to the Company and who are able and willing to commit adequate time to Board and committee matters. In selecting Directors, the Board will generally seek business leaders in industries relevant to the Company’s operations. The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the Company’s business. A candidate must also possess a judicious and critical temperament that will enable objective appraisal of management’s plans and programs. Each candidate’s skills and personality should fit with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company. The Board does not have a formal policy with regard to the consideration of diversity in identifying director nominees.

The Board has not adopted term limits for its members because it recognizes that such arbitrary limitations may result in individuals who distinguish themselves in their board service being precluded from serving on the Board. That said, the Board recognizes that various factors affecting our global business are continually changing and the skills of our Board members need to keep pace. Accordingly, in renominating incumbent members to the Board, the Nominating and Corporate Governance Committee regularly reevaluates the composition of the Board to ensure the Board has the appropriate complement of expertise and recent experience to address the Company’s current and anticipated circumstances and needs.

The Nominating and Corporate Governance Committee may receive recommendations for Board candidates from various sources. We do not have a policy with regard to considering recommendations from stockholders as we have decided our existing access to talent and expertise deem a formal policy unnecessary at this time. While the Nominating and Corporate Governance Committee may consider recommendations proposed by stockholders, they are not obligated to accept or nominate the candidate. The decision to review, accept, reject, or further evaluate a recommended candidate remains firmly within the Board’s discretion. Recommendations from stockholders should be in writing and addressed to the Company’s Secretary, Janel Corporation, 80 Eighth Avenue, New York NY 10011, and must include the proposed candidate’s name, address, age, and qualifications together with the information required under federal securities laws and regulations, as well as the recommending stockholder’s name, address, number of shares of Common Stock beneficially owned, and the length of time such shares have been held.