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                            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.



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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.



                                        2

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3.          Representations  and  Warranties  of  Seller  and  the  Principal.

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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

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