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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 21, 2005

POWER2SHIP, INC.
(Exact name of registrant as specified in its charter) 

        Nevada                   000-25753             87-0449667
-----------------------        --------------          ------------
(State or other jurisdiction    (Commission           (IRS Employer
    of incorporation)            File Number)       Identification No.)

903 Clint Moore Road, Boca Raton, Florida 33487
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code 561-998-7557

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On March 21, 2005 Power2Ship, through our indirect subsidiary Power2Ship Intermodal, Inc., a Delaware corporation ("P2SI"), purchased certain assets of GFC, Inc., a South Carolina corporation ("GFC" or "Seller"), engaged in the business of motor carriage.

Under the terms of an asset purchase agreement we purchased certain assets of GFC including trucking and brokerage authority permits, contracts with shipping customers, agents, and truck owner-operators and escrow deposits for a purchase price of $300,000. The purchase price consisted of a $100,000 secured promissory note from the Seller that we forgave and $200,000 to be paid $8,333.33 per month on the 24 consecutive monthly anniversaries of the closing date beginning on the first monthly anniversary of the closing date. The last twelve (12) monthly payments are subject to partial or full acceleration depending upon the amount of the gross freight revenue of P2SI in the thirteenth month after the closing date. At the closing we also assumed the obligations corresponding to the escrow deposits. In addition, we issued the Seller a warrant to purchase 200,000 shares of the common stock of Power2Ship, Inc. for $.27 per share for the three year period commencing on the closing date. The Asset Purchase Agreement contains customary representations and warranties and cross-indemnification provisions.

At closing we also entered into a five-year consulting agreement with Michael Allora ("Consultant"), the former President of GFC, pursuant to which he is assuming responsibility for the day-to-day management of all phases of P2SI's business. The agreement provides for automatic one-year extensions unless terminated prior thereto. On each anniversary date of the agreement, Consultant may be entitled to a commission based on the annual increases, if any, in P2SI's gross revenue. Any commission earned by Consultant shall be paid to Consultant in five equal installments beginning on the date it is earned and for the next four anniversary dates thereafter. Also, on each anniversary date of the agreement, if P2SI's annual gross revenue has increased in the year just ended, Consultant shall be granted a three-year option to purchase shares of Power2Ship, Inc. common stock for a price per share equal to the trading price of the common stock at the time the option is granted based on annual. The number of shares of common stock which the Consultant may purchase upon exercise of the Option shall be calculated by multiplying the increase in revenue by 2% and dividing that number by the price of the common stock of P2S at that time. On the first anniversary, the number of shares of common stock which Consultant may purchase upon exercise of the option shall be based on the amount by which P2SI's gross revenue exceeds $10,000,000. The agreement contains customary confidentiality and non-circumvention provisions and can be terminated by us under certain circumstances including Consultant engaging in fraud, dishonesty or illegal activities, violating the confidentiality provisions of the agreement or making material misrepresentations to any third parties concerning the P2SI or its affiliates.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

Financial statements of Commodity Transport Associates as may be required for the periods specified in Rule 3-05(b) of Regulation S-X will be filed under an amendment to this Report within the prescribed time frame.

(b) Pro Forma Financial Information.

Pro formal financial information which may be required by Articles 11 of Regulation S-X will be filed under amendment to this Report within the prescribed time frame.

(c) Exhibits.

10.36 Asset Purchase Agreement dated as of February 16, 2005
10.37 Consulting Agreement with Michael Allora dated March 21, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

POWER2SHIP, INC. 

Date:  March 25, 2005                  By:  /s/ Richard Hersh
                                             -----------------
                                             Richard Hersh,
                                             Chief Executive Officer

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT dated as of February 16, 2005 (the "Agreement") is entered into by and between POWER2SHIP, INC., a Nevada corporation ("P2S"); POWER2SHIP, INC., a Delaware corporation and a wholly owned subsidiary of P2S that is in the process of changing its name to Power2Ship Intermodal, Inc. ("Buyer"); G.F.C., INC., a South Carolina corporation ("Seller"); and, MICHAEL ALLORA, an individual resident in the State of New Jersey ("Allora").

PREAMBLE

WHEREAS, Seller engages in the business of intermodal transportation (the "Business");

WHEREAS, Seller, in connection with its operation of the Business, owns and lawfully uses certain assets (as more fully described below and referred to hereafter as the "Assets");

WHEREAS, Allora (sometimes referred to hereafter as the "Principal") is a principal shareholder of Seller and the principal person in control of the operations of the Business;

WHEREAS, Seller desires to convey, sell and assign to Buyer all of Seller's right, title and interest in and to the Assets, upon the terms and conditions contained in this Agreement; and

WHEREAS, Buyer desires to purchase the Assets upon the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Sale and Purchase of Assets.

1.1 Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the closing described in Section 6 (the "Closing"), Seller shall sell to Buyer, and Buyer shall purchase from Seller, those assets of Seller identified on Schedule 1.1 (the "Assets").

1.2 Liabilities Assumed and Excluded. In connection with Buyer's purchase of the Assets, Buyer shall assume and become responsible for the payment of only those liabilities of Seller that are identified on Schedule 1.2 (the "Liabilities"). Buyer shall assume no other liabilities or obligations of Seller.

1.3 Insurance Deposits. At the Closing, Buyer shall reimburse Seller for those insurance deposits as are mutually agreed upon by Seller and Buyer at the time of Closing.
2. Purchase Price; Payment; Allocation.

2.1 Purchase Price. The purchase price for the Assets (the "Purchase Price") shall be (a) the sum of $300,000 (the "Cash Purchase Price"), plus (b) the issuance to the Seller of warrants to purchase 200,000 shares of the common stock of P2S (the "Warrants) in the form attached hereto as Exhibit 2.1.

2.2 Cash Purchase Price. The Cash Purchase Price shall be paid as follows:

(a) $100,000 shall be paid at Closing by P2S's delivery to Seller of Seller's $100,000 secured promissory note dated November 10, 2004 issued by Seller in favor of P2S (the "Note") marked 'PAID IN FULL"; and

(b) $200,000 shall be paid by Buyer, in twenty-four equal, consecutive monthly installments of $8,333.33, without interest. The first installment shall be paid on the first monthly anniversary of the Closing Date, and succeeding installments shall be paid on or before the same day of each of the 23 consecutive months thereafter. The foregoing to the contrary notwithstanding:

(i) In the event that the gross freight revenues of Buyer for the first full calendar month commencing one year following the Closing, equals or exceeds $667,000, then, within 30 days from such date, Buyer shall pay to Seller the sum of $50,000, and Buyer shall thereafter make six equal, consecutive monthly installments of $8,333.33, without interest, until the entire $200,000 described in paragraph (b) of this Section 2.2 has been paid in full; and

(ii) In the event that the gross freight revenues of Buyer for the first full calendar month commencing one year following the Closing, equals or exceeds $834,000, then, within 30 days from such date, Buyer shall pay to Seller the sum of $100,000, which payment shall constitute full satisfaction of Buyer's $200,000 obligation described in paragraph (b); provided that Buyer has made all required payments pursuant to this paragraph (b).

At and subject to Closing, P2S shall waive accrued but unpaid interest on the Note. P2S hereby unconditionally guarantees the payment obligations of Buyer under this Section 2.2(b). In the event that Buyer fails to make one or more required payments under this Section 2.2(b) as and when due, and such failure continues for a period of 90 days from the due date thereof, Seller may declare all unpaid amounts under this Section 2.2(b) to be immediately due and payable upon written notice to Buyer and P2S.

2.3 The Warrants. Each of the Warrants shall entitle Seller to purchase one share of common stock of P2S during the three year period commencing on the Closing Date, at an exercise price equal to the closing bid price for the P2S common stock on the trading day immediately preceding the Closing Date. The Warrants shall vest and become exercisable 100,000 shares on the Closing Date and 100,000 shares on the one-year anniversary of the Closing Date. Neither the Warrants nor the shares of P2S common stock issuable upon exercise of the Warrants (the "Warrant Shares") have been registered under the Securities Act of 1933, as amended (the "Act"), and neither the Warrants nor the Warrant Shares may be sold, assigned, pledged, transferred or otherwise disposed of absent registration under the Act or the availability of an available exemption from such registration requirements. Neither P2S nor Buyer has agreed to register the Warrants or the Warrant Shares under the Act.
3. Representations and Warranties of Seller and the Principal. Except as otherwise set forth in a disclosure schedule delivered by Seller at the time this Agreement is executed and delivered (the "Seller Disclosure Schedule"), the Principal and Seller, jointly and severally, hereby make the following representation and warranties to Buyer as of the date hereof and as of the Closing Date.

3.1 Organization and Good Standing. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of formation, with full corporate power and authority to own, lease and operate its business and properties and to carry on business in the places and in the manner as presently conducted or proposed to be conducted. Seller is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except where the failure to so qualify would not have a material adverse effect on the Assets or consummation of the transactions contemplated hereby (a "Seller Material Adverse Effect").

3.2 Authority and Enforcement. Seller has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby. Seller has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.

3.3 No Conflicts or Defaults. The execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate or Articles of Incorporation or Bylaws of Seller or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which Seller is a party or by which Seller is bound, or any judgment, order or decree, or any law, rule or regulation to which Seller is subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") upon any of the Assets, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to the Assets, or (iv) result in a Seller Material Adverse Effect.

3.4 Consents of Third Parties. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Seller does not require the consent of any person, or such consent has or will be obtained in writing, prior to the Closing.
3.5 Actions Pending. There is no action, suit, claim, investigation or proceeding pending or, to the knowledge of Seller or the Principal, threatened against Seller or the Principal, which questions the validity of this Agreement or the transactions contemplated hereby or any action taken or to be taken pursuant hereto or thereto. There is no action, suit, claim, investigation or proceeding pending or, to the knowledge of Seller or the Principal, threatened against or involving Seller or any of the Assets, other than claims against Seller that are covered by insurance and that will not result in a Seller Material Adverse Effect. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against Seller or affecting the Assets.

3.6 Title to Assets. Seller has either good and marketable title to, or valid and enforceable leasehold interest in the Assets, free and clear of all Liens, other than those disclosed in the Seller Financial Statements (as hereafter defined). No person or entity has any right or option to acquire any of the Assets. Seller has the right to use the Assets as presently being used in the conduct of its Business, and its use of the Assets does not violate the material provisions of (a) any agreement to which Seller is a party, (b) the requirements of applicable laws, rules or regulations, and/or (c) any order of any court or regulatory body of competent jurisdiction that is binding on Seller, the Business or any of the Assets.

3.7 Financial Statements. Seller has delivered or prior to the Closing, will deliver to Buyer the internally prepared balance sheets of Seller as at December 31, 2004 and January 31, 2005 (the "Seller Financial Statements").

3.8 No Undisclosed Liabilities. Seller has and will have no liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) that would be required to be disclosed on a balance sheet of Seller (including the notes thereto) in conformity with generally accepted accounting principles ("GAAP") which are not disclosed in the Seller Financial Statements, other than those incurred in the ordinary course of Seller's business since the date of the Seller Financial Statements, which, individually or in the aggregate, do not or would not result in a Seller Material Adverse Effect.

3.9 Books and Records. The books, records and documents of Seller accurately Reflect, in all material respects, the information relating to the business of Seller, the location and collection of their assets, and the nature of all transactions giving rise to the obligations or accounts receivable of Seller.

3.10 Absence of Contracts and Liabilities. Seller is not a party to any written or oral agreement or understanding that could result in a Seller Material Adverse Effect.

3.11 Contracts. The Seller Disclosure Schedule identifies each material agreement to which Seller is a party and to which Buyer will succeed following the Closing (each, a "Continuing Contract"). Each Continuing Contract is in full force and effect, no party thereto is in default of any material obligation thereunder and Seller has received no notice of the termination of any such Continuing Contract. To the knowledge of the Principal, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give Seller or other person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Continuing Contract. Seller has not given to nor received from any other person, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Continuing Contract.
3.12 Insurance. Seller owns and is the beneficiary under valid and enforceable insurance policies (a) issued by an insurer that is financially sound and reputable (b) providing adequate insurance coverage for all risks normally insured against by an owner of assets similar to the Assets, (c) are sufficient for compliance with all legal requirements and Continuing Contracts to which Seller is a party or by which any of the Assets is bound and (d) that will continue in full force and effect following the consummation of the transactions contemplated hereby. Seller has paid all premiums due, and has otherwise performed all of its obligations, under each policy to which it is a party or that provides coverage to it. To the knowledge of the Principal, Seller has given notice to the insurer of all claims that may be insured thereby.

3.13 Compliance with Laws.

(a) Seller is and at all times has been, in material compliance with each law, rule and/or regulation ("Legal Requirement") that is or was applicable to it or to the conduct or operation of its Business or the ownership or use of any of the Assets.

(b) No event has occurred or circumstance exists that (with or without notice or lapse of time) (i) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement, or (ii) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and

(c) Seller has not received any notice or other communication (whether oral or written) from any governmental or regulatory authority ("Authority") having or purporting to have jurisdiction over Seller or any of its assets regarding
(i) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (ii) any actual, alleged, possible, or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

(d) Seller is, and at all times has been, in material compliance with all of the terms and requirements of each license, permit and/or authorization issued by any Authority ("Governmental Authorization") that is held by Seller or that otherwise relates to the Business.

(e) Each Governmental Authorization is valid and in full force and effect.

(f) No event has occurred and no circumstance exists that may (with or without notice or lapse of time) (i) constitute or result directly or indirectly in a material violation of or a material failure to comply with any term or requirement of any such Governmental Authorization, or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any such Governmental Authorization.

(g) All Governmental Authorizations collectively constitute all of the governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business and to permit Seller to own and use the Assets.

3.14 Tax Matters. Seller has filed or caused to be filed (on a timely basis since inception) all federal, state and local tax returns that are or were required to be filed by or with respect to it pursuant to applicable Legal Requirements ("Tax Returns"). Seller has paid, made provision for payment or has included on its most recent balance sheet included in the Seller Financial Statements, all taxes that have or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by Seller, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in the Seller Financial Statements. All such tax returns are true, complete and accurate. No tax return of Seller has been audited or is currently under audit, nor has Seller or any Principal been notified that any such audit will or may take place.

3.15 Employees. Seller is not a party to any collective bargaining arrangements or agreements covering any of its employees nor is Seller in breach of any employment contract, agreement regarding proprietary information, noncompetition agreement, nonsolicitation agreement, confidentiality agreement, or any other similar contract or restrictive covenant, relating to the right of any officer, employee or consultant to be employed or engaged by Seller. No officer, consultant or key employee of Seller whose termination, either individually or in the aggregate, would have a Seller Material Adverse Effect, has terminated or, to the knowledge of Seller and the Principal, has any present intention of terminating his or her employment or engagement with Seller.

3.16 Employee Benefits. Seller has not contributed to any pension, profit sharing, option or other incentive plan or any other type of employment benefit plan or maintains, or is or was a party to, or otherwise participates or participated in, on its own behalf or on behalf of any former employee, any pension, profit sharing, option or other incentive plan, or any other type of employee benefit plan. Seller has no obligation to, or arrangement with, former employees for bonuses, incentive compensation, vacation, severance pay, sick pay, sick leave, insurance service awards, relocation, disability or other benefits whether written or oral.

3.17 Absence of Certain Developments. Since the date of the most recent balance sheet included in the Seller Financial Statements, Seller has not suffered a Seller Material Adverse Effect or entered into any agreement or engaged in any conduct that could result in a Seller Material Adverse Effect.

3.18 Spousal Consent. No consent of the spouse of the Principal or the spouse of any other person is required in order to consummate the transactions contemplated by this Agreement, or to transfer to Buyer at the Closing, good and marketable title to the Assets.

3.19 Acknowledgment. The Warrants, and, to the extent the Warrants are exercised, the Warrant Shares, are being acquired by Seller for investment purposes only and not with a view to their distribution or resale, except in compliance with applicable securities laws. Seller and the Principal acknowledge and understand that (a) neither the Warrants nor the Warrant Shares have been registered under the Act, (b) there is no market for the Warrants or the Warrant Shares, (c) following exercise of the Warrants, the Warrant Shares may have to be held for at least one year prior to their being available for public resale, and (d) the Warrants and the Warrant Shares are a speculative investment and there is no assurance that either the Warrants or the Warrant Shares can be sold at a profit, or at all.
3.20 Disclosure. The representations, warranties and acknowledgments of Seller set forth herein are true, complete and accurate in all material respects, do not omit to state any material fact, or omit any fact necessary to make such representations, warranties and acknowledgments, in light of the circumstances under which they are made, not misleading.

4. Representations and Warranties of Buyer and P2S. Except as otherwise set forth in a disclosure schedule delivered by Buyer at the time this Agreement is executed (the "Buyer Disclosure Schedule"), Buyer and P2S hereby make the following representations and warranties to Seller and the Principal, as of the date hereof and as of the Closing Date.

4.1 Organization and Good Standing. Buyer and P2S is each a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of formation, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Buyer and P2S is each in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification, except where the failure to so qualify would not have a material adverse effect on the business of Buyer and P2S, taken as a whole, or consummation of the transactions contemplated hereby (a "Buyer Material Adverse Effect").

4.2 Authority and Enforcement. Buyer and P2S each has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby. Buyer and P2S has each taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Buyer and P2S, enforceable against each in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.

4.1 No Conflicts or Defaults. The execution and delivery of this Agreement by Buyer and P2S and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate or Articles of Incorporation or Bylaws of Buyer or P2S or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which Buyer or P2S is a party or by which Buyer or P2S is bound, or any judgment, order or decree, or any law, rule or regulation to which Buyer or P2S is subject, (ii) result in the creation of, or give any party the right to create, any Lien upon any assets or properties of Buyer or P2S, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to which Buyer or P2S is a party, or (iv) result in a Buyer Material Adverse Effect.
4.2 Consents of Third Parties. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Buyer or P2S does not require the consent of any person, or such consent has been or will be obtained in writing prior to the Closing.

4.3 Actions Pending. There is no action, suit, claim, investigation or proceeding pending or, to the knowledge of Buyer or P2S, threatened against Buyer or P2S which questions the validity of this Agreement or the transactions contemplated hereby or any action taken or to be taken pursuant hereto or thereto. There is no action, suit, claim, investigation or proceeding pending or, to the knowledge of Buyer or P2S, threatened against or involving Buyer or P2S or any of their respective properties or assets. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against Buyer or P2S or affecting their respective assets.

4.4 Disclosure. The representations, warranties and acknowledgments of Buyer and P2S set forth herein are true, complete and accurate in all material respects and do not omit any fact necessary to make such representations, warranties and acknowledgments not misleading.

5. Conditions to Closing.

5.1 Conditions Precedent to P2S and Buyer's Obligation to Close. The obligation of Buyer and P2S to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions on or prior to the Closing Date:

(a) The representations and warranties of Seller and the Principal set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date.

(b) Seller and the Principal shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing Date.

(c) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Buyer's or P2S's consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; and no such injunction, judgment, order, decree, ruling, or charge shall be in effect.

(d) No material adverse change shall have taken place with respect to the assets, and no event shall have occurred that could result in a Seller Material Adverse Effect.

(e) Seller shall have held a duly convened meeting of its shareholders upon such notice and otherwise as required by the laws of the State of South Carolina (the "Shareholders Meeting"). At least ten days prior to the Shareholders Meeting, Seller shall have delivered to each of Seller's shareholders entitled to notice of and to vote at the Shareholders Meeting (i) a copy of this Agreement, (ii) the Schedules and Exhibits hereto and (iii) a copy of the dissenter's rights statute of the State of South Carolina in a manner that complies with the corporate laws of the State of South Carolina. The foregoing documents and information shall also be delivered to each member of a class or group entitled under the laws of the State of South Carolina to vote as a class or group in connection with the transactions contemplated by this Agreement. At the Shareholders Meeting, this Agreement and the transactions contemplated hereby shall be approved by holders of the outstanding capital stock of Seller entitled to vote at the Shareholders Meeting in an amount sufficient to satisfy the requirements of the laws of the State of South Carolina.

(f) No shares entitled to vote at the Shareholders Meeting shall have exercised dissenter's rights.

(g) Seller shall have delivered to Buyer and P2S a certificate executed by a duly authorized executive officer of Seller, and by the Principal, stating that all of the conditions specified above in Section 5.1(a) - (f) have been complied with;

(h) Buyer shall be reasonably satisfied with the results of its due diligence review of Seller, the Business and the Assets;

(i) Seller shall have executed and delivered to Buyer a Consulting Agreement in form and substance mutually acceptable to Buyer and the Principal (the "Consulting Agreement");

(j) Buyer and P2S shall receive confirmation from their professional financial advisers, in form and substance satisfactory to them in their sole reasonable discretion, that the books and records of Seller are sufficient to permit audited financial statements of Seller to be prepared for the years ended December 31, 2204 and December 31, 2003,or such shorter period as Seller has been in existence in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission;

(k) Buyer and Seller shall have mutually agreed upon those insurance deposits to be reimbursed to Seller at the time of Closing; and

(l) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer and P2S.

5.2 Conditions Precedent to Seller's and the Principal's Obligation to Close. The obligation of Seller and the Principal to consummate the transactions contemplated hereby is subject to satisfaction of the following conditions on or prior to the Closing Date:

(a) The representations and warranties of Buyer and P2S set forth in
Section 4 above shall be true and correct in all material respects at and as of the Closing Date.

(b) Buyer and P2S shall each have performed and complied with all of their respective covenants hereunder in all material respects through the Closing Date.

(c) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Buyer's consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; and no such injunction, judgment, order, decree, ruling, or charge shall be in effect;

(d) No material adverse change shall have taken place with respect to Buyer or P2S, and no event shall have occurred that results in a Buyer Material Adverse Effect.

(e) Buyer and P2S shall each have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections 5.2(a) -
(d) has been complied with in all respects;

(f) Seller shall be satisfied with the results of its due diligence review of Buyer; and P2S;

(g) Buyer shall have executed and delivered to Principal the Consulting Agreement;

(h) Buyer and Seller shall have mutually agreed upon those insurance deposits to be reimbursed to Seller at the time of Closing; and

(i) All actions to be taken by Buyer and P2S in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller and the Principal.

6. Closing; Closing Date. A closing of the transactions contemplated hereby the "Closing") will take place at such time, not later than March 15, 2005, at the offices of Buyer's counsel, that is agreed upon by Seller and Buyer. The date on which the Closing is held is referred to in this Agreement as the "Closing Date."

7. Documents to be Delivered at the Closing.

7.1 Documents to be Delivered by Seller or the Principal. At the Closing, Seller and/or the Principal, as the case may be, shall deliver, or cause to be delivered, to Buyer the following:

(a) a duly executed bill of sale, dated the Closing Date, transferring to Buyer all of Seller's right, title and interest in and to the Assets together with possession of the Assets;

(b) a duly executed assignment, transferring to Buyer all of Seller's right, title and interest in and to the contracts, agreements, contract rights and Intellectual Property included in the Assets, accompanied by any third party consents contemplated by Section 3.4;

(c) the certificate required by Section 5.1(g), above;

(d) a copy of resolutions of the board of directors and shareholders of Seller, certified by an executive officer of Seller, authorizing the execution, delivery and performance of this Agreement by Seller; and

(e) the Consulting Agreement executed by Principal; and

(e) such other certificates, documents and instruments as Buyer or P2S may have reasonably requested in connection with the transaction contemplated hereby.

7.2 Documents to be Delivered by Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller and/or the Principal, as the case may be, the following:

(a) the certificate required by Section 5.2(e);

(b) a copy of resolutions of the board of directors and shareholders, if required, of Buyer and P2S, each certified by an executive officer of Buyer and P2S, as the case may be, authorizing the execution, delivery and performance of this Agreement by Buyer and P2S;

(c) certificates evidencing the P2S Warrants;

(d) the Consulting Agreement executed by Buyer; and

(e) such other certificates, documents and instruments as Seller may have reasonably requested in connection with the transaction contemplated hereby.

8. Additional Covenants.

8.1 Access to Books and Records. During the course of this transaction, from the date hereof through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation ad other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.
8.2 Further Assurances. If, at any time after the Closing, the parties shall consider or be advised that any further deeds, assignments or assurances in law or that any other things are necessary, desirable or proper to complete the transactions contemplated hereby in accordance with the terms of this agreement or to vest, perfect or confirm, of record or otherwise, the title to any property or rights of the parties hereto, the parties agree that their proper officers and directors shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights and otherwise to carry out the purpose of this Agreement, and that the proper officers and directors the parties are fully authorized to take any and all such action.

8.3 No Public Disclosure. Without the prior written consent of the other, which written consent will not be unreasonably withheld, no party to this Agreement will, and will each cause their respective representatives not to, make any release to the press or other public disclosure with respect to either the fact that discussions or negotiations have taken place concerning the transactions contemplated by this Agreement, the existence or contents of this Agreement or any prior correspondence relating to this transactions contemplated by this Agreement, except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other parties) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any disclosure based upon such an opinion, that party will deliver a copy of such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.

8.4 Right to Rescind. The parties to this Agreement agree and confirm that P2S shall have the right to rescind this Agreement and the transactions contemplated hereby, and cause the parties to be restored to their status immediately prior to the Closing, in the event that the audited financial statements of Seller described in the last sentence of Section 3.9 cannot be prepared and timely filed with the Securities and Exchange Commission.

9. Indemnification and Related Matters.

9.1 Indemnification by Seller and the Principals. Seller and the Principal, jointly and severally, hereby indemnify and hold Buyer and P2S, and their respective officers, directors, affiliates, successors and assigns, harmless from and against any and all damages, losses, liabilities, obligations, costs or expenses incurred by Buyer and P2S and arising out of the breach of any representation or warranty of Seller and/or the Principal hereunder, and/or Seller's and/or the Principal's failure to perform any covenant or obligation required to be performed by it hereunder.

9.2 Indemnification by Buyer and P2S. Buyer and P2S, jointly and severally, hereby indemnify and hold Seller and Principal, and their respective officers, directors, affiliates, successors, legal representatives and assigns, harmless from and against any and all damages, losses, liabilities, obligations, costs or expenses incurred by Seller and/or Principal and arising out of the breach of any representation or warranty of Buyer or P2S hereunder, and/or Buyer's and/or P2S's failure to perform any covenant or obligation required to be performed by either of them hereunder.
9.3 Procedure for Indemnification. Any party entitled to indemnification under this Article 9 (an "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to
(a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to.

9.4 Basket. Notwithstanding any conflicting or inconsistent provisions hereof, Seller and the Principal shall not be liable in damages, indemnity or otherwise to Buyer or P2S in respect of the inaccuracy or breach of any representations, warranties, covenants or agreements herein, except to the extent that the damages to Buyer and/or P2S, singularly or in the aggregate, exceed the sum of $10,000; provided that Seller's and Principal's maximum obligation under this sentence shall not exceed $1,000,000 in the aggregate. Notwithstanding any conflicting or inconsistent provisions hereof, Buyer and P2S shall not be liable in damages, indemnity or otherwise to Seller, the Principal (or any designee) in respect to the inaccuracy or breach of any representations, warranties, covenants or agreements herein except to the extent that damages to Seller exceed, individually or in the aggregate, the sum of $10,000; provided that Buyer's and P2S's maximum obligation under this sentence shall not exceed $1,000,000 in the aggregate.
10. Termination.

10.1 Termination by Mutual Consent. This Agreement may be terminated by mutual consent of the parties, in writing, signed by each of the parties hereto.

10.2 Termination by Buyer and P2S. This Agreement may be terminated by Buyer and/or P2S, by written notice to Seller, (a) if the Closing does not occur prior to March 31, 2005, (b) in the event of a material breach of any representation or warranty of Seller and/or the Principal hereunder, or (c) in the event Seller and/or Principal hereunder fail to perform any material covenant or obligation required to be performed by it hereunder and such failure remains uncured for ten days following such written notice.

10.3 Termination by Seller and the Principal. This Agreement may be terminated by Seller or the Principal, by written notice to Buyer, in the event of a material breach of any representation or warranty of Buyer or P2S hereunder, or in the event Buyer or P2S fails to perform any material covenant or obligation required to be performed by it hereunder and such failure remains uncured for ten days following such written notice.

10.4 Effect of Termination. Termination of this Agreement under Section 10.02 or 10.03 hereof shall not preclude the parties from pursuing all remedies available to them under applicable law arising by reason of such termination. In the event of termination of this Agreement, the Note [as such term is defined in Section 2.2(a)] shall be immediately due and payable.

11. Miscellaneous.

11.1 Finders. Buyer and P2S, on the one hand, and Seller and the Principal, on the other hand, represent and warrant that they have not employed or utilized the services of any broker or finder in connection with this Agreement or the transactions contemplated by it. Seller and the Principal jointly and severally, shall indemnify and hold Buyer and P2S harmless from and against any and all claims for brokers' commissions made by any party as a result of this Agreement and transaction contemplated hereunder to the extent that any such commission was incurred, or alleged to have been incurred, by, through or under Seller. Buyer and P2S jointly and severally shall indemnify and hold Seller and the Principal harmless from and against any and all claims for brokers' commissions made by any party as a result of this Agreement and transaction contemplated hereunder to the extent that any such commission was incurred, or alleged to have been incurred, by, through or under Buyer or P2S.

11.2 Expenses. Except as otherwise specifically provided in this Agreement, Buyer, P2S, the Principal and Seller shall bear their own respective expenses incurred in connection with this Agreement and in connection with all obligations required to be performed by each of them under this Agreement.
11.3 Entire Agreement; No Waiver. This Agreement, the Schedules and any instruments and agreements to be executed pursuant to this Agreement, sets forth the entire understanding of the parties hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such provision. Without limiting the foregoing, the parties hereby agree and acknowledge that the version of this Agreement dated "February __, 2005" and signed by the parties shall be superceded by this Agreement, and upon execution of this Agreement, such other agreement shall be of no further force or effect.

11.4 Jurisdiction and Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Florida without regard to the principles of conflict of laws. Each of the parties irrevocably and unconditionally agrees that any suit, action or legal proceeding arising out of or relating to this Agreement shall be settled by binding arbitration conducted in accordance with the Commercial Rules of Arbitration of the American Arbitration Association ("AAA"). The arbitration shall take place in Palm Beach County, Florida, and shall be heard by one arbitrator selected in accordance with AAA Rules of Commercial Arbitration. The arbitrator shall render a reasoned award and such award shall be signed and dated. The decision of the arbitrator shall be final and binding upon the parties, and the arbitration award may be entered in any court of competent jurisdiction. Pending final determination by the arbitrator, each of the parties shall pay one-half of the fees of the AAA (other than filing fees), including without limitation hearing and arbitrator's fees, and the parties' obligation to pay such fees in accordance with AAA rules shall be enforceable in any court of competent jurisdiction. The parties to any arbitration hereunder agree to submit for determination by the arbitrator, the amount of fees and expenses, including reasonable attorney's fees, to be borne by each party.

11.5 Construction. Headings contained in this Agreement are for convenience only and shall not be used in the interpretation of this Agreement. References herein to Articles, Sections and Exhibits are to the articles, sections and exhibits, respectively, of this Agreement. The Seller Disclosure Schedule is hereby incorporated herein by reference and made a part of this Agreement. As used herein, the singular includes the plural, and the masculine, feminine and neuter gender each includes the others where the context so indicates.

11.6 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally (including by confirmed legible telecopier transmission) or mailed by certified mail, return receipt requested, or by overnight mail properly receipted to the parties at the following addresses (or to such address as a party may have specified by notice given to the other party pursuant to this provision):

If to Seller or the Principal:

Michael Allora
G. F. C., Inc. 136 Freeway Drive East
East Orange, New Jersey 07018
Telephone No.:(973) 266-7020
Telecopy No.: (973) 266-7083

With a copy (which shall not constitute notice) to:

Stephen E. Lampf, Esq.
Lampf, Lipkind, Prupis & Petigrow, P.A. 80 Main Street
West Orange, New Jersey 07052-5482

If to P2S, to:

Power2Ship, Inc.
903 Clint Moore Road
Boca Raton, FL 33431
Attn: Richard Hersh, President Telephone No.: (561) 998-7557
Telecopy No.: (561) 998-7821

If to Buyer, to:

Power2Ship, Inc.
903 Clint Moore Road
Boca Raton, FL 33431
Attn: Richard Hersh, President Telephone No.: (561) 998-7557
Telecopy No.: (561) 998-7821

11.7 Severability. In the event that any provision hereof would, under applicable law, be invalid or enforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and permissible under, applicable law. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11.8 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement. No assignment of this Agreement or of any rights or obligation hereunder may be made by either party (by operation of law or otherwise) without the prior written consent of the other and any attempted assignment without the required consent shall be void.
11.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but which together shall constitute one and the same Agreement.

IN WITNESS WHEREOF, we have executed this Agreement as of the day and year first above written.

POWER2SHIP, INC., A NEVADA CORPORATION 

By: /s/ Richard Hersh
    -----------------------
    Richard  Hersh,  President

POWER2SHIP , INC., A DELAWARE CORPORATION 

By: /s/ Richard Hersh
    -----------------------
    Richard  Hersh,  President

G.F.C., INC. 

By: /s/ Michael Allora
    ----------------------
     Michael  Allora,  President

THE PRINCIPAL 

/s/ Michael Allora
----------------------
Michael  Allora

SCHEDULE 1.1
ASSETS

(a) Thos trucking and brokerage authority permits identified (by attaching copies or otherwise) on Annex 1.1(a).
(b) Those contracts with shipping customers that are identified (by attaching copies or otherwise) on Annex 1.1(b).
(c) Those contracts with agents that are identified (by attaching copies or otherwise) on Annex 1.1(c).
(d) Those lease contracts with owner-operators as are identified (by attaching copies or otherwise) on Annex 1.1(d).
(e) All of Buyer's right, title and interest in and to escrow deposits from those owner-operators and agents as are identified on Annex 1.1(e).
(f) All of Buyer's right, title and interest in and to the telephone number(s) used by Buyer in the conduct of its business.

SCHEDULE 1.2
LIABILITIES

(a) Obligations corresponding to the owner-operator and agent escrow deposits identified on Annex 1.1(e).

CONSULTING AGREEMENT

CONSULTING AGREEMENT (the "Agreement") dated as of the 21 day of March 2005, between POWER2SHIP INTERMODAL, INC., a Delaware corporation ("Company"), POWER2SHIP, INC., a Nevada corporation ("P2S") and MICHAEL ALLORA, an individual resident in the State of New Jersey ("Consultant").

R E C I T A L S:

A. Company is a indirect wholly-owned subsidiary of P2S and will principally be engaged in the business of intermodal transportation (the "Business");

B. Company desires to engage Consultant to provide the services hereinafter described relating to the Business;

C. Consultant acknowledges that it has the technical knowledge and business background and experience to undertake its duties hereunder and will diligently and faithfully render the services requested by Company; and

D. This Agreement is being entered into in conjunction with the Company's acquisition of substantially all of the assets of G.F.C., Inc., a South Carolina corporation, pursuant to the terms of an Asset Purchase Agreement dated February 16, 2005.

NOW, THEREFORE, in consideration of the terms and the mutual undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, it is agreed as follows:

1. Term. Subject to the terms and conditions set forth herein, this
Agreement shall commence on the date set forth above (the "Effective Date") and expire on the fifth anniversary of the Effective Date; provided, however, that this Agreement will automatically be extended for successive, one-year renewal terms, upon such terms and conditions as may be agreed upon, in writing, by Company and Consultant, unless earlier terminated as provided herein. Except as set forth to the contrary, the phrase "the term of this Agreement" shall include any renewal term(s).

2. Services, Availability of Consultant. Company hereby engages Consultant to provide the services herein described (the "Services") and to faithfully perform his obligations hereunder. Consultant shall report directly to a designee of the Board of Directors of the Company, and shall perform his Services at the direction of the Company's Board of Directors. Consultant shall devote such time and attention to his duties under this Agreement as may be required in order to faithfully perform his obligations hereunder; it being the expectation of the parties that Consultant shall devote fifteen hours to his responsibilities hereunder.

3. Duties. For purposes hereof, the Consultant shall be General Manager of the Company and the Services shall include and the Consultant shall be responsible for the day to day management of all phases of the Company's business including

- DOT and other Governmental compliance
- Hiring and supervision of agents
- Hiring and supervision of owner operators
- Accounts receivables
- Accounts payable
- Billing
- Proper payment to agents
- Proper payment to owner operators, and
- Such other matters as may be requested by the President, Chief Executive Officer or Board of Directors of the Company and agreed to by Consultant.

In connection with the Services to be provided by the Consultant to the Company, Company will provide assistance to the Consultant with respect to IT, legal issues and financial matters including banking, A/R loan, and accounting and accounting audits.

4. Compensation. As full compensation hereunder for the faithful performance of the Services and adherence to the covenants and undertakings of Consultant under this Agreement:

(a) Company shall pay to Consultant a commission earned on each anniversary date of the date of this Agreement equal to 5% (payable 1% per year for 5 years) of the gross revenue of the Company in excess of the actual Company revenue generated during the prior year as long as Consultant remains General Manager of the Company pursuant to this Agreement. For the purpose of calculating the commission on the first anniversary date, it shall be agreed that actual revenue in the year prior to the date of this Agreement was $6,000,000. For example, if the Company's actual revenue increases from $6,000,000 to $10,000,000 in the first year after the date of this Agreement, then Consultant would earn a commission of $200,000 that would be paid $40,000 per year at the beginning of years 2 through 6. All intermodal transportation services generated by P2S or any P2S subsidiary shall be referred to and handled by the Company.

(b) In addition, the Consultant shall be granted a three-year option for shares of common stock of P2S ("Option") on each anniversary date of the date of this Agreement if the Company's actual gross revenue increases from the prior year's actual gross revenue as long as the Consultant remains General Manager of the Company pursuant to this Agreement. For the purpose of calculating the Option on the first anniversary date, it shall be agreed that the Option shall be based on revenue in excess of $10,000,000. The number of shares of common stock which the Consultant may purchase upon exercise of the Option shall be calculated by multiplying the increase in revenue by 2% and dividing that number by the price of the common stock of P2S at that time (the exercise price per share). For example, if the Company's revenue in year 1 is $11,000,000 and P2S's common stock closes at $.50 on the one-year anniversary, then the Consultant would be granted an Option to purchase 40,000 shares of common stock of P2S= [2%
x $1,000,000] / $.50. The exercise price of the Option and the number of shares issuable upon exercise of the Option (the "Option Shares") shall be subject to proportionate adjustment in the event of stock splits, dividends or similar corporate recapitalizations. In the event P2S desires to grant the Option or issue the Option Shares under a stock option plan, the terms of the Option and Option Shares shall, to the extent not inconsistent herewith, be subject to the terms and conditions of such plan.

(c) During the term of this Agreement, the Consultant shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred by the Consultant (in accordance with the policies and procedures established by the Company for its officers) in performing the Services hereunder, provided the Consultant receives prior written approval therefore and submits a properly completed Company expense report with appropriate receipts.

(d) In addition, the Consultant shall be granted a three-year option to purchase up to 200,000 shares of common stock of P2S at an exercise price equal to the current market price of the common stock on the day prior to issuance when and for special sales opportunities as approved by the Company's Board of Directors.

5. Return of Documents. On termination of this Agreement or at any time upon the request of Company, Consultant shall return to Company all documents, including all copies thereof, and all other property relating to the Business of Company and/or its Affiliates (as hereinafter defined), including without limitation, Confidential Information (as hereinafter defined), in its possession or control, no matter from whom or in what manner they may have acquired such property.

6. Confidentiality.

(a) In connection with this Agreement, Consultant may gain access to Confidential Information (as hereinafter defined) of Company and/or its Affiliates, including but not limited to P2S (collectively, "Affiliates"). Confidential Information includes information communicated orally, in writing, by electronic or magnetic media, by visual observation, or by other means, and may be marked confidential or proprietary, or bear a marking of like import, or which Company or any of its Affiliates state to be Confidential or proprietary, or which would logically be considered confidential or proprietary under circumstances of its disclosure known to Consultant.

(b) Consultant acknowledges and understands that (i) Confidential Information provides Company and its Affiliates with a competitive advantage (or that could be used to the disadvantage of Company and its Affiliates by a competitor), (ii) Company and its Affiliates have a continuing interest in maintaining the confidentiality of Confidential Information and (iii) Company and its Affiliates have a compelling business interest in preventing unfair competition stemming from the use or disclosure of Confidential Information. Moreover, Consultant acknowledges that clients of Company and/or its Affiliates entrust Company and its Affiliates with responsibility for acquiring knowledge relating to aspects of their clients' businesses, with the expectation that Company and its Affiliates will hold all such knowledge, including in some cases the fact that they are doing business with Company and its Affiliates, and the specific transactions in which they are engaged, in the strictest confidence ("Client Confidences").

(c) For purposes hereof, "Confidential Information" includes, but is not limited to information pertaining to business plans, technology, intellectual property, joint venture agreements, licensing agreements, financial information, contracts, customers, Client Confidences, employee identities and contact information, products, trade secrets, specifications, designs, plans, drawings, software, data, prototypes, processes, methods, research, development or other information relating to the business activities and operations of Company and/or its Affiliates.

(d) Consultant agrees to keep Confidential Information confidential and, except as authorized by Company or any of its Affiliates, in writing, Consultant shall not, directly or indirectly, use Confidential Information for any reason except to perform its obligations under this Agreement. No other rights or licenses, to trademarks, inventions, copyrights, patents or any other intellectual property rights are implied or granted under this Agreement or by the conveying of Confidential Information to Consultant.

(e) Consultant shall use Confidential Information only for purposes of performing under this Agreement. In the event the performance of the Services requires Consultant to disclose Confidential Information to any agent, representative or other third person, disclosure shall be made only on an "as needed" basis and Consultant shall advise those persons who require access to the Confidential Information of their obligations with respect thereto. Further, Consultant shall copy Confidential Information only as necessary, and ensure that all confidentiality notices are reproduced in full on such copies.

(f) The restrictions in subsection (d) of this Section shall not apply to any Confidential Information if Consultant can demonstrate that the Confidential Information:

(i) is or becomes available to the public through no breach of this Agreement;

(ii) was previously known by Consultant without any obligation to hold it in confidence;

(iii) is received from a third party free to disclose such information without restriction;

(iv) is independently developed by Consultant without the use of the Confidential Information;

(v) is approved for release by written authorization of Company;

(vi) is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or

(vii) is disclosed in response to a valid order of a court or lawful request of a governmental agency, but only to the extent of and for the purposes of such order or request, provided that Consultant notifies Company of the order or request ten days prior to disclosure and permits Company and/or its Affiliate to seek an appropriate protective order.

7. Several Covenants. Consultant undertakes that during the term of this Agreement and for a period of 24 months thereafter he will not, directly or indirectly (whether as a sole proprietor, partner, stockholder, director, officer, employee or in any other capacity as principal or agent), do any of the following:

(a) hire, or attempt to hire for employment, any person who is or was an employee of Company or any of its Affiliates within the twelve month period prior to the date of termination of this Agreement, or attempt to influence any such person to terminate its employment by Company or any such Affiliate; or

(b) in any other manner interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Company and its Affiliates, on the one hand, and any of their respective employees, on the other hand, or disparage the business or reputation of Company or its Affiliates to any such persons.

(c) solicit, service or accept any actual or prospective accounts, clients or customers from Company or its Affiliates who were such at any time during the term of this Agreement;

(d) influence or attempt, directly or indirectly to influence any of the accounts, customers or clients referred to in Subsection 7(c) to transfer their business or patronage from Company or any of its Affiliates to any other person or company engaged in a similar business;

(e) assist any person or company soliciting, servicing or accepting any of the accounts, customers or clients referred to in Subsection 7(c); or

(f) in any other manner interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Company or any of its Affiliates, on the one hand, and any of the customers or clients referred to in Subsection 7(c), on the other hand, or any other person, or disparage the business or reputation of Company or any of its Affiliates to any such person.

8. Blue-Pencil. If any court of competent jurisdiction shall at any time deem the term of any of the covenants and undertakings of Consultant under Sections 6 and 7 and herein too lengthy or broad, the other provisions of Sections 6 and 7 shall nevertheless stand, the period of restriction shall be deemed to be the longest period and broadest coverage permissible by law under the circumstances. The court in each case shall reduce the period of restriction to permissible duration.

9. Remedies. Without intending to limit the remedies available to Company and its Affiliates, Consultant agrees that a breach of any of the covenants contained in Sections 6 and/or 7 may result in material and irreparable injury to Company or its Affiliates for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, Company and its Affiliates shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining Consultant from engaging in activities prohibited by Sections 6 and/or 7 or such other relief as may be required specifically to enforce any of the covenants in such sections. Such injunctive relief in any court shall be available to Company and its Affiliates in lieu of, or prior to or pending determination in, any other proceeding.

10. Representations and Covenants of Consultant.

(a) Consultant hereby represents and warrants to Company and P2S that
(i) Consultant has the full, complete and entire right, power and authority to enter into this Agreement, (ii) the execution of this Agreement by Consultant and the performance of Consultant's Services hereunder will not, directly or indirectly, violate, or be a breach of, any agreement, law, rule, regulation, order, commitment or responsibility of any kind, (iii) this Agreement contains the valid and binding obligations of Consultant and (iv) Consultant is not, directly or indirectly, in breach of any confidentiality agreement or covenant not to compete to which it is a party.

(b) Consultant represents and warrants to Company and P2S that (i) the Option and Options Shares (collectively, the "Securities") will be acquired for investment purposes only and not with a view towards their distribution or resale except in compliance with applicable securities laws, (ii) the Securities will be acquired for the account of the undersigned and no other person has any interest in any of the Securities, (iii) Consultant has such knowledge and experience in business and financial matters that it is able to evaluate the risks and merits of its acquisition of the Securities, (iv) Consultant understands that the Securities will not be registered under the Securities Act of 1933, as amended, and that the Securities may not be sold, assigned, pledged, transferred or otherwise disposed of absent such registration or the availability of an applicable exemption from registration, (vi) Consultant has reviewed the periodic reports filed by P2S with the Securities and Exchange Commission during the past year and understands that an investment in the Securities is highly speculative, (vii) Consultant understands that there is only a limited public market for the Securities and, therefore, that Consultant have difficulty or may be unable to resell the Securities or, even if he is able to do so, may be unable to realize a profit on resale and (viii) Consultant understands that a legend will be placed on all certificates evidencing any of the Securities referring to the restrictions described in subparagraph (iv) of this Section 10(b).

(c) Consultant will not use in the performance of his responsibilities under this Agreement any confidential or proprietary information or trade secrets of any other person or entity.

(d) Consultant has not entered into and will not enter into any agreement (whether oral or written) in conflict with this Agreement.

(e) Consultant will promptly advise Company of any potential conflict of interest that may arise during his service as a consultant to Company, and will withdraw from any activity upon request when the Company, in its sole discretion, deems such withdrawal necessary or desirable to avoid any actual or potential conflict of interest.

(f) Consultant shall execute and deliver to Company such Non-Disclosure Agreements and/or Business Ethics and related policies as are established from time-to-time by Company, and are generally applicable to Company's consultants.

(g) In the performance of its duties hereunder, Consultant shall, at all times:

(i) observe the strictest rules of professional, technical and commercial ethics;

(ii) comply with all applicable laws, rules and regulations, including those of the Securities and Exchange Commission and each other regulatory body with jurisdiction over the Company and its operations; and

(iii) hold and maintain all licenses and permits required in order for Consultant to perform his responsibilities under this Agreement and receive the compensation to be paid hereunder.

(h) In the performance of his duties hereunder, Consultant shall not:

(i) divulge Confidential Information in violation of this Agreement;

(ii) hire, fire, discipline or reprimand any employee of Company or any of its Affiliates;

(iii) enter into any written or oral contract, agreement or understanding with any person, binding Company and/or committing the assets, funds or other resources of Company or any of its Affiliates; or

(iv) directly or indirectly buy, sell or otherwise engage in trading in the securities of Company, except as may expressly be permitted by the Company, in writing.

(i) Consultant has and will continue to truthfully disclose to the Company the following matters, whether occurring at any time preceding the date of this Agreement or at any time during the term of this Agreement:

(i) any criminal complaint, indictment or criminal proceeding in which Consultant, or any officer, director or employee of Consultant, is named as a defendant;

(ii) any allegation, investigation, or proceeding, whether administrative, civil or criminal, against Consultant, or any officer, director or employee of Consultant, by any licensing authority or industry association;

(iii) Consultant's, or any officer, director or employee of Consultant's, violation or alleged violation of any confidentiality agreement or covenant not to compete to which it is a party; and

(iii) any allegation, investigation or proceeding, whether administrative, civil, or criminal, against Consultant for violating professional ethics or standards, or engaging in illegal, immoral or other misconduct (of any nature or degree), relating to the business conducted or to be conducted by the Company.

11. Termination. This Agreement may be terminated by either party on 90 days' prior written notice; provided, however, that this Agreement shall terminate (i) automatically upon the death of the Consultant. and (ii) immediately upon written notice to Consultant in the event:

(a) Consultant engages in fraud or dishonesty perpetrated upon Company and/or any of its Affiliates;

(b) Consultant is convicted of a crime (other than a non-felony traffic offense);

(c) Consultant violates any law, rule or regulation of the Securities and Exchange Commission or any other regulatory body with jurisdiction over the Company, its Affiliates and/ or their respective operations;

(d) Consultant discloses Confidential Information in violation of this Agreement; and/or

(e) Consultant makes any material misrepresentation to any third party concerning the Company or any of its Affiliates. 

Termination  shall be without prejudice to the rights of a party to seek damages
or  other  relief  arising  out  of  a  breach  of  this  Agreement.

     12.     Notices.  Unless otherwise specifically provided herein, all
             -------

notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid at the following addresses, and/or to such other addresses and/or persons which either party may designate by like notice:

(a) if to Consultant, to:

136 Freeway Drive East East Orange, NJ 07018
Telephone No.: (973) 266-7020 Telecopy No.: (973) 266-7083

(b) if to the Company or P2S , to:


Power2Ship, Inc.
903 Clint Moore Road
Boca Raton, FL 33431

Attn: Richard Hersh, Chief Executive Officer Telephone No.: (561) 998-7557 Telecopy No.: (561) 998-7821

13. Independent Contractor. The relationship of Consultant to Company shall be that of an independent contractor. Nothing herein shall create an employment relationship between the parties, or a joint venture. Each party shall pay the taxes attributable to it, including those, if any, arising by reason of execution of this Agreement. Consultant shall pay all taxes and the cost of insurance and health and other benefits to which Consultant may be entitled and Company shall have no obligation to pay any such taxes, insurance, benefits or similar items for or on behalf of Consultant or any person employed by Consultant. Subject to the terms and conditions of this Agreement, neither party shall operate under the direct or indirect supervision of the other. Moreover, neither party shall attempt, or have the right, to bind the other party to any agreement, understanding or contract with any third party.

14. Additional Provisions.

(a) This Agreement shall inure to the benefit of, and be binding upon, Company, and its respective successors and assigns, and Consultant. Consultant shall not assign or delegate the performance of any of its rights and/or obligations under this Agreement without the prior written consent of Company and any attempted assignment in violation of this Agreement shall be null and void.

(b) This Agreement constitutes the entire Agreement, representation and understanding of the parties hereto with respect to the subject matter hereof, and no amendment or modification hereof shall be valid or binding unless made in writing and signed by the parties hereto.

(c) No waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the party against whom it is sought to be enforced. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver or a waiver of any other breach or default.

(d) If any provision of this Agreement is invalid or unenforceable in any jurisdiction such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability, but the foregoing shall not render invalid or unenforceable in such jurisdiction the remainder of this Agreement or the remainder of such provision or affect the validity or unenforceability of any provision of this Agreement in any other jurisdiction.

(e) Any legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively in a federal or state court of competent jurisdiction located in the County of Palm Beach, State of Florida. Each of the parties hereto hereby: (i) waives any objection which it may now have or hereafter have to the venue of any such suit, action or proceeding, and (ii) irrevocably consents to the jurisdiction of such courts in any such suit, action or proceeding. The parties further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding and agree that service of process upon a party mailed by certified mail to such party's address shall be deemed in every respect effective service of process upon such party in any such suit, action or proceeding. Each of the parties waives any right to object to the jurisdiction, the venue of either of such courts, or to claim any such court is an inconvenient forum.

(f) Consultant acknowledges that prior to the execution of this Agreement it had full opportunity to consult with his own independent attorneys and advisors as deemed appropriate and Consultant fully understands the nature and scope of his rights and obligations hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement or caused this Agreement to be executed on the date first above written.

POWER2SHIP INTERMODAL, INC.

By:

Name:
Title:

POWER2SHIP, INC.

By:

Name:
Title:

CONSULTANT 

/s/ Michael Allora
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Michael Allora