EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of September 25,

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

assigns (the "Company"), and John M. Urbanowicz (the "Employee").





                              W I T N E S S E T H:



         WHEREAS, the Company, through its wholly owned subsidiary Freight Rate,

Inc., entered into an Employment Agreement with Employee dated January 1, 2003;

and



         WHEREAS, the Company and Employee mutually desire to terminate without

cause the aforementioned Employment Agreement; and



         WHEREAS, the Company desires to continue employing the Employee as its

Executive Vice President of Information Technology and the Employee desires to

continue 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 25, 2006 (the "Commencement Date")

         and ending on the second anniversary of the Commencement Date or

         September 25, 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 Executive Vice President of Information Technology and shall

         assume those responsibilities customarily associated with and incident

         to the position of Executive Vice President of Information Technology.

         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



{PAGE}

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

         in the suburbs of Chicago, Illinois. 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 Company's Chief Executive Officer 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:



         (a)      Base Salary. The Company shall pay the Employee a base salary

                  (the "Base Salary") at an annual rate of no less than

                  $150,000. Base salary shall be payable at such times and in

                  accordance with the standard payroll practices of the Company,

                  but in no event less than twice per month.

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