<SEQUENCE>3

<FILENAME>doc2.txt

<DESCRIPTION>AGREEMENT AND PLAN OF MERGER

<TEXT>







                          AGREEMENT AND PLAN OF MERGER





                                  BY AND AMONG

                 JAGUAR INVESTMENTS, INC., A NEVADA CORPORATION,

                                       AND

                   FREIGHT RATE, INC., A DELAWARE CORPORATION



                                 MARCH 10, 2003

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                          AGREEMENT AND PLAN OF MERGER



     AGREEMENT  AND PLAN OF MERGER ("Agreement"), dated as of March 10, 2003, by

and  among  JAGUAR  INVESTMENTS, INC., a Nevada corporation ("JGUR") and FREIGHT

RATE,  INC.  d/b/a  Power2Ship,  a  Delaware corporation ("P2S").  The corporate

parties  hereto  are  sometimes  hereinafter  referred  to  collectively  as the

"Companies,"  or  individually  as  a  "Company".



     WHEREAS,  the  respective  Boards  of  Directors  of  the Companies deem it

advisable and in the best interests of their respective stockholders that P2S be

acquired  by  and  become  a wholly owned subsidiary of JGUR and, in furtherance

thereof,  the Boards of Directors of the Companies have approved, as applicable,

the  merger  of  a  Delaware  corporation, to be formed and to be a wholly owned

subsidiary  of  JGUR  ("Acquisition  Sub"), with and into P2S upon the terms and

subject  to  the  conditions  set  forth  herein;  and



     WHEREAS,  for  federal  income tax purposes, it is intended that the merger

shall  qualify  as  a  reorganization  within  the meaning of Section 368 of the

Internal  Revenue  Code  of  1986,  as  amended  (the  "Code");



     NOW,  THEREFORE,  in  consideration  of  the  foregoing  and the respective

representations,  warranties,  covenants,  and  agreements set forth herein, the

parties  hereto  agree  as  follows:



                                    ARTICLE I



                                   THE MERGER



     1.1  The Merger.  Subject to the terms and conditions of this Agreement,

at  the Effective Time (as defined in Section 1.2 hereof), Acquisition Sub shall

                                      -----------

be  merged  (the  "Merger")  with  and  into  P2S,  with P2S being the surviving

corporation  in  the  Merger  (the  "Surviving  Corporation")  and  the separate

existence  of  Acquisition Sub shall thereupon cease.  The Merger shall have the

effects  set  forth  in  Section  252  of  the Delaware General Law (the "DGL").



     1.2  Effective  Time of the Merger . The Merger shall become effective (the

"Effective  Time")  upon  the  completion  of  the  filing  of properly executed

Articles  of  Merger with the Secretary of State of the State of Delaware, which

filing  shall  be  made upon satisfaction of the conditions set forth in Article

                                                                         -------

VIII  hereof.

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

                                   ARTICLE II



                       JGUR AND THE SURVIVING CORPORATION



     2.1  Articles  of  Incorporation  of  the  Surviving  Corporation.  The

Articles  of  Incorporation of P2S shall become the Articles of Incorporation of

the  Surviving  Corporation, except that such Articles of Incorporation shall be

amended  and  restated  at  the  Effective  Time  to  read  in  their  entirety

substantially the same as the Articles of Incorporation of Acquisition Sub (with

the  name  of  P2S  being  substituted  for  that  of  Acquisition  Sub).



<PAGE>



     2.2  Bylaws of the Surviving Corporation. The Bylaws of P2S as in effect at

the  Effective  Time  shall become the Bylaws of the Surviving Corporation until

thereafter  amended  in  accordance  with  applicable  law.



     2.3  Directors  and Officers of the Surviving Corporation. At the Effective

Time,  all members of the JGUR and the Acquisition Sub Boards of Directors shall

resign. Prior to the resignations of the members of the JGUR and the Acquisition

Sub  Boards  of Directors, the respective Boards of Directors shall nominate the

individuals set forth on Exhibit 2.3 ("New Boards of Directors") to serve on the

JGUR  and  the  Surviving  Corporation's  Boards of Directors in accordance with

JGUR's  and  Surviving  Corporation's Articles of Incorporation and Bylaws or as

otherwise  provided by law. The nominations of the New Boards of Directors shall

be  effective  upon  the  Effective  Time.  In addition, simultaneously upon the

Effective  Time  the officers of JGUR shall resign their office positions. A new

slate  of  officers  shall  be  appointed  by  the  New  Boards  of  Directors.



                                   ARTICLE III



                              CONVERSION OF SHARES



     3.1  Conversion  of  P2S  Equity  and  Derivative  Securities.  At  the

Effective  Time, the present holders of P2S equity and derivative securities, by

virtue  of the Merger and without any action on the part of the holders thereof,

shall have the right to convert these securities into 30,100,000 JGUR equity and

derivative  securities  as  follows:



          (a)  Exchange  Ratios.



               (1)  Each P2S common and preferred share, option and warrant will

                    be  exchanged  for  that number of JGUR common and preferred

                    shares,  options  and warrants equal to: [30,000,000 divided

                    by  the  sum  of  all  issued and outstanding P2S common and

                    preferred  shares,  options and warrants as of the Effective

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