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.

<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 secured aggregate
funding  from  any  reverse  merger  of  at  least  Two  Million  Dollars.

     (a)  Base  Salary.  When  the  Company  is funded with at least Two Million
          Dollars  the  Company  shall pay the Employee a base salary (the "Base
          Salary")  at  an  annual  rate  of no less than $125,000 for the first
          year,  with  annual  increases  of  ten (10%) percent per year on each
          anniversary  of the Commencement Date. 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. Until such
          time  as  the  funding  for  the Company is received the employee will
          receive  a  minimum  of  70%  of  full  payment  for  Base  Salary.

     (b)  Employee  Benefits.  The  Company  shall  afford  the  Employee  the
          ------------------
          opportunity  to  participate  during  the  Term  of  Employment in any
          medical,  dental,  disability  and life insurance, retirement, savings
          and  any  other  employee  benefits  plans  or  programs  (including
          perquisites)  which  the  Company maintains for its senior executives.
          Nothing  in  this  Agreement  shall  require  the Company to establish
          maintain  or  continue  any  benefit  program  already in existence or
          hereafter adopted for senior executives of the Company, and nothing in
          this  Agreement  shall  restrict  the  right  of the Company to amend,
          modify  or  terminate  any  such  benefit  programs.

     (c)  Expenses.  The  Employee  shall  be  entitled  to reimbursement of all
          --------
          reasonable  business  expenses  (in  accordance  with  the  Company's
          policies  for  its  senior executives, as the same may be amended from
          time  to  time  in  the  Company's  sole  discretion), within one week
          following  the  Employee's  submission  of appropriate receipts and/or
          vouchers  to  the  Company.

     (d)  Stock Options. On the Effective Date of this Agreement, Employee shall
          -------------
          be  granted Three Hundred and Seventy Five Thousand stock options each
          of  which  entitles  Employee  to  purchase one share of the Company's
          common stock at a price of $1.00 per share for a period of three years
          from  the  date  such  options  become  vested  as  follows:

<PAGE>

          (i)  One  Hundred  Seventy Five Thousand of such options shall vest on
               January  1, 2003. Two Hundred Thousand of such options shall vest
               on  January  1, 2004 if employee is still employed by the Company
               as  of  such  date.

          (ii) The  foregoing  options  will be issued pursuant to the Company's
               Stock  Incentive  Plan  and shall be subject to the terms of this
               Agreement  and  such  Stock  Incentive  Plan.  In  the  event  of
               Employee's  death,  all  vested  options  shall be transferred in
               accordance  with  the  provisions  of  Employee's  will.

     (e)  Vacations, Holidays or Temporary Leave. The Employee shall be entitled
          --------------------------------------
          to take vacations in accordance with the Company's vacation policy for
          other  senior executives. Such vacation(s) shall be taken at such time
          or  times,  and  as  a  whole  or in increments, as the Employee shall
          elect, consistent with the reasonable needs of the Company's business.
          The  Employee shall further be entitled to the number of paid holidays
          and  leaves for illness or temporary disability in accordance with the
          policies  of  the  Company for its senior executives (as such policies
          may  be  amended from time to time or terminated in the Company's sole
          discretion).

     (f)  Performance  Based  Bonus.  Will be deemed appropriate by the Board of
          -------------------------
          Directors  based  on  a tier one, two, three basis on an annual basis.

4.     Restrictive  Covenant;  Protection  of  Confidential  Information.

     (a)  The  Employee  recognizes  and  acknowledges that certain confidential
          business  and technical information used by the Employee in connection
          with  his  duties  hereunder  including,  without  limitation, certain
          confidential  and  proprietary  information  relating  to  the design,
          development,  construction  and  marketing  of Internet services, is a
          valuable,  special  and unique asset of the Company, such information,
          subject  to  Section 4(c) below, collectively being referred to as the
          "Confidential  Information".  During  and  subsequent  to  the Term of
          Employment, the Employee shall not (a) use Confidential Information or
          any  part  thereof other than in connection with his duties hereunder,
          (b)  disclose  such  information  to  any  person,  firm, corporation,
          association  or other entity for any purpose or reason unless directed
          to  do so by the Company's Chief Executive Officer, President or Board
          of  Directors.  Notwithstanding  the  foregoing, the Employee is being
          hired  as  an  expert  in  the  field of Logistics and Technology and,
          therefore,  logistic  and  Technology practices are excluded from this
          provision.

     (b)  During  the  Term  of  Employment  and  for  all  time thereafter, the
          Employee shall not, directly or indirectly, furnish or make accessible
          to  any person, firm, corporation or other business entity, whether or
          not  he  competes  with  the business of the Company, any trade secret
          obtained  by  the  Employee during his employment by the Company which
          relates  to  the  business  practices,  methods,  processes  or  other
          confidential  or secret aspects of the business of the Company without
          the  prior  written  consent  from the Company (such information being
          referred  to  as  the  "Company  Confidential  Information").

<PAGE>

     (c)  Confidential  Information  and  Company Confidential Information shall
          not  include  any  information  or  documents that (a) are, or become,
          publicly  available  without breach by the Employee of this Section 4,
          (b) the Employee receives from any third party who, to the best of the
          Employee's  knowledge  upon reasonable inquiry, is not in breach of an
          obligation  of  confidence  with the Company, or (c) is required to be
          disclosed  by  law,  statute,  governmental  or  judicial  proceeding;
          provided, however, that in the event that the Employee is requested by
          any  governmental  or  judicial authority to disclose any Confidential
          Information, the Employee shall give the Company prompt notice of such
          request,  such  that  the Company may seek a protective order or other
          appropriate  relief,  and  in  any  such proceeding the Employee shall
          disclose  only  so much of the Confidential Information as is required
          to  be  disclosed.

     (d)  The  Employee  acknowledges that his services are of a special, unique
          and  extraordinary character and, his position with the Company places
          him  in  a  position  of  confidence  and  trust  with the clients and
          employees  of  the Company, and in connection with his services to the
          Company,  the  Employee  will  have access to Confidential Information
          vital  to  the  Company's  business. The Employee further acknowledges
          that  in  view  of the nature of the business, in which the Company is
          engaged,  the  foregoing  confidentiality  provision is reasonable and
          necessary  in order to protect the legitimate interests of the Company
          and  that  violation thereof would result in irreparable injury to the
          Company.  Accordingly,  the  Employee  consents and agrees that if the
          Employee  violates  or  threatens  to violate any of the provisions of
          Section  4  hereof,  the  Company  would sustain irreparable harm and,
          therefore,  the  Company  will be entitled to obtain from any court of
          competent  jurisdiction,  without  posting any bond or other security,
          preliminary  and permanent injunctive relief as well as damages and an
          equitable  accounting  of  all  earnings,  profits  and other benefits
          arising  from  such violation, which rights shall be cumulative and in
          addition to any other rights or remedies in law or equity to which the
          Company  may  be  entitled.

5.     Termination  of  Employment:
       ---------------------------

     (a)  The  Employee's  employment  with the Company shall terminate upon the
          occurrence  of  any  of  the  following  events:

          (i)  The  Scheduled  Date  of  Termination;

<PAGE>

          (ii) The  death  of  the  Employee  during  the  Term  of  Employment;

          (iii) The Disability (as defined below) of Employee during the Term of
               Employment;  or

          (iv) Upon written notice to the Employee by the Company of termination
               of  his  employment  for  Cause  (as  defined  6(C)).

          (v)  Resignation  without  good  reason

          (vi) Termination  without  cause  (as  defined  below)

     (b)  For purposes of this Agreement, the "Disability" of the Employee shall
          mean  his  inability,  because  of  mental  or  physical  illness  or
          incapacity,  whether total or partial, to perform his full time duties
          under  this  Agreement  with  reasonable  accommodation  for  a period
          aggregating  90  days  out  of any 12-month period under circumstances
          where,  in  the opinion of a qualified physician reasonably acceptable
          to the Company, it is reasonably certain that the Employee will not be
          able  to resume his duties on a regular full time basis within 30 days
          of  the  date  the  Employee  receives  notice  of  termination  for
          Disability.

     (c)  For  purposes  of  this  Agreement,  the  term  "Cause" shall mean the
          Employee's  i)  conviction  or  entry  of  a  plea  of  guilty or nolo
          contendere,  with respect to any felony; (ii) commission of any act of
          willful  misconduct,  gross  negligence,  fraud  or  dishonesty  that
          materially  affects  the  Company as stated in the Power2Ship Employee
          Handbook  Code  of Conduct; or (iii) violation of any material term of
          this Agreement or any material written policy of the Company, provided
          that  the Company first deliver written notice thereof to the Employee
          and  the  Employee  shall  not have cured such violation within thirty
          (30)  days  after  receipt  of  such  written  notice.

6.     Payments  upon  Termination  of  Employment:
       --------------------------------------------

     (a)  Death  or  Disability:  If  the  Employee's  employment  hereunder  is
          ----------------------
          terminated  due  to  the  Employee's  death  or disability pursuant to
          Sections  6(a)(ii)(iii),  the  Company  shall  pay  or  provide to the
          Employee, his designated beneficiary or his estate (i) all Base Salary
          pursuant  to  Section  3(a) hereof, any expenses pursuant to 3(c), any
          accrued  vacation  pursuant  to Section 3(e) and any bonus pursuant to
          Section 3(f) hereof, in each case which has been earned but unpaid, or
          incurred  but  not reimbursed, as of the Date of Termination; and (ii)
          any  benefits to which the Employee may be entitled under any employee
          benefits  plan  or program pursuant to Section 3(b) hereof in which he
          is  a participant in accordance with the terms of such plan or program
          up  to  and including the Date of Termination. Should the Company wish
          to  purchase  insurance  to  cover  the  costs  associated  with  the
          Employee's  termination  of  employment pursuant to Sections 6(a) (i),
          (ii),  (iii),  the  Employee  agrees  to execute any and all necessary
          documents  necessary  to  effectuate  said  insurance.

<PAGE>

     (b)  Termination  for Cause, Resignation Without Good Reason, or Expiration
          ----------------------------------------------------------------------
          of  Term  of  Employment:  If  the  Employee's employment hereunder is
          ------------------------
          terminated  due to the termination of the Employee's employment by the
          Company  for  "Cause"  pursuant  to  Section  6(a)(iv)  or  due to the
          Employee's resignation Without Good Reason pursuant, the Company shall
          pay or provide to the Employee (i) all base salary pursuant to Section
          3(a)  hereof  and any vacation pay pursuant to Section 3(e) hereof, in
          each  case  which  has  been  earned  but  unpaid  as  of  the Date of
          Termination  and  (ii)  any  benefits  to  which  the  Employee may be
          entitled  under  any  employee  benefits  plan  or program pursuant to
          Section  3(b)  hereof  in which he is a participant in accordance with
          the  terms  of  such  plan  or program up to and including the Date of
          Termination.

     (c)  Termination  Without  Cause: If the Employee's employment hereunder is
          ----------------------------
          terminated  due to the termination of the Employee's employment by the
          Company  Without  Cause  the  Employee  shall  be  entitled  to  all
          compensation  for  the  term  of the Contract to be paid in a lump sum
          payment  within  ten  (10)  days  of  termination.

     (d)  Rights  on  Change  in  Control.  If within one year after, or 90 days
         --------------------------------
          prior to, a Change in Control of the Company, as defined below but not
          including  any  reverse  transaction  where  the  shareholders are the
          majority,  the Company shall terminate the Employee's employment other
          than by reason of the Employee's death or disability or for Cause, the
          Company  shall  pay  or  provide  to  the Employee as compensation for
          services  rendered,  not  later  than the fifth business day after the
          Date  of  Termination:

          (i)  The  Employee's  base salary through the Date of Termination, and
               any  regular benefits and incentive compensation earned as of the
               Date  of  Termination  in  accordance  with any arrangements then
               existing  with  the  Employee;  and

          (ii) A lump sum severance payment equal to two times Employee's annual
               current  compensation.

          (iii)  All unvested stock options previously granted to Employee shall
               be  deemed  vested.

          (iv) For  purposes  of  this  Agreement,  a Change in Control shall be
               deemed  to have occurred in the event that an entity or a related
               group  of shareholders or creditors that, prior to the occurrence
               of  such  event,  is  not  a majority shareholder of the Company,
               becomes  owner  of  50%  or  more  of  the  Company's  issued and
               outstanding  shares  through  investment,  merger,  acquisition,
               foreclosure  or  otherwise.

<PAGE>

     (e)  No Other Payments. Employee shall not be entitled to receive any other
          -----------------
          payments  or  benefits  from the Company due to the termination of his
          employment,  including but not limited to, any employee benefits under
          any  of  the Company's employee benefits plans or programs (other than
          at  the  Employee's  expense  under  the  Consolidated  Omnibus Budget
          Reconciliation  Act  of  1985  or pursuant to the terms of any pension
          plan  which  the  Company  may have in effect from time to time). Upon
          termination, all unvested options provided to Employee shall be deemed
          null  and  void unless under the circumstances defined in 6(a) (vi) or
          6(d)  (iii).  Unvested options shall not vest after Employee's receipt
          of  a  notice  of  termination  pursuant  to  Section  6(a)(iv) hereof
          provided,  however,  if  such  notice was provided pursuant to Section
          6(c)(iii)  hereof and Employee cures such breach within the applicable
          time  period,  Employee's  options  may  vest  subsequent  thereto.

7.     No  Conflicting  Agreements;  Indemnification:
       ----------------------------------------------

     (a)  The  Employee hereby represents and warrants that he is not a party to
          any  agreement,  or  non-competition  or other covenant or restriction
          contained  in  any agreement, commitment, arrangement or understanding
          (whether  oral  or  written),  which would in any way conflict with or
          limit  his  ability  to  commence work on the first day of the Term of
          Employment  or  would  otherwise  limit  his  ability  to  perform all
          responsibilities  in  accordance  with  the  terms  and subject to the
          conditions  of  this  Agreement.

     (b)  The  Employee  agrees  that the compensation provided for in Section 3
          represents  the minimum compensation to be paid to Employee in respect
          of  the  services  performed  or  to  be  performed for the Company by
          Employee.

8.     Deductions  and  Withholding.  The Employee agrees that the Company shall
       ----------------------------
withhold  from  any  and  all  compensation  required to be paid to the Employee
pursuant  to  this  Agreement all federal, state, local and/or other taxes which
the Company determines are required to be withheld in accordance with applicable
statutes and/or regulations from time to time in effect and all amounts required
to  be  deducted in respect of the Employee's coverage under applicable employee
benefit  plans.

9.     Entire  Agreement.  This  Agreement  embodies the entire agreement of the
       -----------------
parties with respect to the Employee's employment and supersedes any other prior
oral  or  written agreements between the Employee and the Company, including but
not  limited  to,  the  Original Employment Agreement. This Agreement may not be
changed  or  terminated orally but only by an agreement in writing signed by the
parties  hereto.

10.     Waiver.  The  waiver by the Company or a breach of any provision of this
        -------
Agreement  by  the Employee shall not operate or be construed as a waiver of any
subsequent breach by the Employee. The waiver by the Employee of a breach of any
provision  of this Agreement by the Company shall not operate or be construed as
a  waiver  of  any  subsequent  breach  by  the  Company.

<PAGE>

11.     Governing  Law.  This  Agreement  shall be subject to, and governed by,
        ---------------
the  laws  of  the  State  of  Florida  applicable  to  contracts made and to be
performed  in  the State of Florida, regardless of where the Employee is in fact
required  to  work.

12.     Jurisdiction.  Any  legal  suit,  action or proceeding against any party
        -------------
hereto  arising  out  of  or relating to this Agreement shall be instituted in a
federal or state court in the State of Florida, and each party hereto waives any
objection  which it may now or hereafter have to the laying of venue of any such
suit,  action  or  proceeding  and  each party hereto irrevocably submits to the
jurisdiction  of  any  such  court  in  any  suit,  action  or  proceeding.

13.     Assignability. The obligations of the Employee may not be delegated and,
        -------------
except  as  expressly  provided  in  Section  6  relating  to the designation of
beneficiaries,  the  Employee  may  not,  without  the Company's written consent
thereto,  assign,  transfer,  convey, pledge, encumber, hypothecate or otherwise
dispose of this Agreement or any interest therein. Any such attempted delegation
or  disposition  shall  be null and void and without effect. The Company and the
Employee  agree  that  this  Agreement  and  all  of  the  Company's  rights and
obligations  hereunder may be assigned or transferred by the Company to, and may
be  assumed  by,  may  become binding upon, and may inure to the benefit of, any
successor  to  the Company. The term "successor" shall mean, with respect to the
Company,  any other corporation or other entity that by merger, consolidation or
purchase,  acquires  all  or  a  material part of the assets of the Company. Any
assignment  by  the  Company  of  its  rights  and  obligations hereunder to any
successor  shall  not  be considered a termination of employment for purposes of
this  Agreement.

14.     Severability.  If  any  provision of this Agreement as applied to either
        -------------
party  or  to  any  circumstances  shall  be  adjudged  by  a court of competent
jurisdiction  to  be  void or unenforceable, the same shall in no way affect any
other  provision  of  this  Agreement or the validity or enforce-ability of this
Agreement.

15.     Notices.  All notices to the Employee here-under shall be in writing and
        --------
shall  be  delivered  personally or sent by registered or certified mail, return
receipt  requested,  to:

16.                               John  Urbanowicz
17.                               614  Cherry  Street
                                  Winnetka,  Illinois  60093

18.     All notices to the Company hereunder shall be in writing and shall be
delivered personally or sent by registered or certified mail, return receipt
requested, to:
                                Freight  Rate,  Inc.
                               10400 Griffin Road, #101
                               Cooper City, FL 33328

Either  party  may  change the address to which notices shall be sent by sending
written  notice  of  such  change  of  address  to  the  other  party.

<PAGE>

19.     Section  Headings.  The section headings contained in this Agreement are
        -----------------
for  reference  purposes  only  and  shall  not affect in any way the meaning or
interpretation  of  this  Agreement.

20.     Counterparts.  This  Agreement  may  be  executed  in  one  or  more
        ------------
counterparts,  each of which shall be deemed to be an original, but all of which
taken  together  shall  constitute  one  and  the  same  instrument.

21.     Attorneys'  Fees.  In  the  event  that  either  party  hereto commences
        ----------------
litigation  against  the  other  to  enforce  such party's rights hereunder, the
prevailing  party  shall  be  entitled  to recover all costs, expenses and fees,
including  reasonable  attorneys'  fees.

22.      Neutral  Construction.  Each party to this Agreement was represented by
         ---------------------
counsel,  or  had  the opportunity to consult with counsel. No party may rely on
any  drafts of this Agreement in any interpretation of the Agreement. Each party
to  this  Agreement  has  reviewed  this  Agreement  and has participated in its
drafting  and,  accordingly, no party shall attempt to invoke the normal rule of
construction  to  the  effect  that  ambiguities  are to be resolved against the
drafting  party  in  any  interpretation  of  this  Agreement.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of  the  date  first  above  written.

                                   FREIGHT  RATE,  INC.,
                                   A  Delaware  corporation



                                   By: /s/ Richard Hersh
                                       -------------------------------------
                                       Richard  Hersh,  President


                                   EMPLOYEE

                                       /s/ John Urbanowicz
                                       -------------------------------------
                                       John  Urbanowicz


<PAGE>