EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of September 15,

2006 by and between Power2Ship, Inc., a Nevada Corporation, its affiliates and

assigns (the "Company"), and David S. Brooks (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 September 15, 2006 (the "Commencement Date")

         and ending on the second anniversary of the Commencement Date or

         September 15, 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 5 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

{PAGE}

         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 Florida. 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 its affiliates. Employee must receive prior permission

         in writing from the Board of Directors to execute additional

         opportunities.



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 beginning upon the Commencement Date,

         though the Company may elect to defer salary until the date that the

         Company has received an additional aggregate funding of at least Three

         Million Dollars:



         (a)      Base Salary. When the Company is funded with at least Three

                  Million Dollars, the Company shall pay the Employee a base

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