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<FILENAME>doc2.txt

<DESCRIPTION>EMPLOYMENT AGREEMENT/HERSH

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                                EMPLOYMENT AGREEMENT

                            ------------------------



     THIS  EMPLOYMENT  AGREEMENT (the "Agreement"), dated as of January 1, 2003,

by  and  between FREIGHT RATE, INC., a Delaware corporation, it's affiliates and

assigns  (the  "Company"),  and   Richard  Hersh  (the   "Employee").



                              W I T N E S S E T H:

                              --------------------



     WHEREAS,  the Company desires to employ the Employee as its Chief Executive

Officer  and  the  Employee  desires  to  be  so  employed;  and



WHEREAS,  Employee  and  the Company desire to set forth in writing all of their

respective  duties,  rights  and  obligations  with  respect  to  the Employee's

employment  by  the  Company



NOW,  THEREFORE,  in consideration of the foregoing and the mutual covenants and

obligations  hereinafter  set forth, the parties hereto, intending to be legally

bound,  hereby  agree  as  follows:



1.     Employment  and  Term.  The Company hereby agrees to employ the Employee,

       ---------------------

and the Employee hereby accepts such continued employment by the Company, in the

capacity  and  upon the terms and conditions hereinafter set forth.  The term of

employment under this Agreement shall be for the period commencing as of January

1,  2003  (the  "Commencement  Date") and ending on the fifth anniversary of the

Commencement  Date  or  January  1,  2008)  unless  earlier terminated as herein

provided (the "Term of Employment"). Thereafter, this Agreement shall be renewed

for  successive  one  (1)  year  terms  unless previously terminated pursuant to

Section 6 herein or if either party elects to terminate his Agreement by written

notice  to  the other party at least ninety (90) days prior to the expiration of

the  then-current  Term  of  Employment.  The last day of the Employee's Term of

Employment  shall be referred to in this Agreement as the "Date of Termination."



2.     Duties.  During  the  Term of Employment, the Employee shall serve as the

       ------

Company's  Chief  Executive  Officer  and  shall  assume  those responsibilities

customarily  associated  with  and  incident  to the position of Chief Executive

Officer. The Employee shall serve the Company faithfully, conscientiously and to

the  best  of  the  Employee's  ability  and  shall  promote  the  interests and

reputation  of  the  Company.  Unless  prevented  by sickness or disability, the

Employee  shall devote all of his time, attention, knowledge, energy and skills,

during  normal  working  hours, and at such other times as the Employee's duties

may  reasonably  require,  to  the  duties  of  the  Employee's  employment. The

principal  place  of employment of the Employee shall be the Company's principal

executive  offices or at such other place(s) to be determined by the Company and

Employee.  The  Employee  acknowledges  that  in  the  course of his employment,

Employee  may be required, from time to time, to travel on behalf of the Company

at  the Company's expense. The Employee's principal work place shall be in South

Florida.  In  the event the Company requests the Employee to relocate either out

of  South  Florida,  the  Employee  may choose not to relocate by giving written

notice  to  the Company within ten (10) days of the date of such request. If the

Company  chooses  to  terminate  the  Employee  as  a  result  of the Employee's

unwillingness to relocate, the Company shall pay the Employee, the remaining sum

due  Employee  pursuant  to  the  terms  of the Agreement. The Company shall not

prohibit  Employee  from  additional  opportunities  in his free time as long as

there  is  not  a  conflict of interest now or in the future with Power2Ship and

it's  affiliates.  Employee must receive permission in writing from the Board of

Directors  to  execute  additional  opportunities.



<PAGE>



3.     Compensation  and  Benefits.  As  full  and complete compensation for the

       ---------------------------

Employee's  execution  and  delivery  of  this  Agreement and performance of any

services  hereunder,  the  Company shall pay, grant or provide the Employee with

the  following, commencing upon the date that the Company has received aggregate

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