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                              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

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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.



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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

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