<SEQUENCE>5

<FILENAME>doc4.txt

<DESCRIPTION>EMPLOYMENT AGREEMENT/URBANOWICZ

<TEXT>



                                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  John  Urbanowicz  (the   "Employee").



                              W I T N E S S E T H:

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



     WHEREAS, the Company desires to employ the Employee as its VP of Technology

and  Information  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 fourth anniversary of the

Commencement  Date  or  January  1,  2007)  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  VP  of  Technology  and  Information  and  shall  assume  those

responsibilities  customarily associated with and incident to the position of VP

of Technology and Information and as the Company may, from time to time, require

of him, at the direction of the Company's Chief Executive Officer, President and

Board  of  Directors.  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 or Chicago, Illinois. In the event the Company requests the

Employee  to  relocate  either  out  of  South  Florida or Chicago, Illinois 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.

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