NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT HAVE
BEEN  REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"),  OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED
OR  TRANSFERRED  IN  THE  ABSENCE  OF  AN  EFFECTIVE REGISTRATION STATEMENT WITH
RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS
THE  COMPANY  RECEIVES  AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT
SUCH  REGISTRATION  IS  NOT  REQUIRED.


                      WARRANT TO PURCHASE COMMON STOCK OF

                                POWER2SHIP, INC.
                                -----------------

     This  is  to  certify  that                     (the "Holder") is entitled,
                                 -------------------
subject  to  the  terms  and  conditions  hereinafter  set  forth,  to  purchase
                                   (        )  shares of Common Stock, par value
---------------------------------   --------
$.001 per share (the "Common Shares"), of Power2Ship, Inc.  a Nevada corporation
(the  "Company"),  from  the Company at the price per share and on the terms set
forth  herein and to receive a certificate for the Common Shares so purchased on
presentation  and  surrender to the Company with the subscription form attached,
duly  executed  and  accompanied  by payment of the purchase price of each share
purchased  either in cash or by certified or bank cashier's check or other check
acceptable  to  the  Company,  payable  to  the  order  of  the  Company.

     The  purchase rights represented by this Warrant are exercisable commencing
with  the  date  hereof  through  and including           , 200   at a price per
                                                -----------------
Common  Share  of  $     .
                    ----

     Notwithstanding any provisions herein to the contrary, the Holder may, by
electing on the attached Subscription Form, exercise the Warrant for a number of
Common Shares determined in accordance with the following formula:

X = Y(A-B)
    ------
      A

Where:
X = The number of Common Shares to be issued to the Holder
Y = The number of Common Shares for which this Warrant is being exercised
A = The fair market value of one share Common Share
B = Exercise Price per Common Share (as adjusted to the date of such exercise)

For purposes of the foregoing calculation, the "fair market value" per share
shall be the closing price of the Common Shares on the exchange or electronic
quotation service on which the Common Shares are then listed or quoted, or if
such a price is not available, the average of the high and low bid and asked
prices for the Common Shares on such date.

<PAGE>

     The  purchase  rights  represented  by  this Warrant are exercisable at the
option  of  the  registered owner hereof in whole or in part, from time to time,
within  the period specified; provided, however, that such purchase rights shall
not be exercisable with respect to a fraction of a Common Share.  In case of the
purchase  of less than all the Common Shares purchasable under this Warrant, the
Company  shall  cancel  this  Warrant  on surrender hereof and shall execute and
deliver  a  new  Warrant  of  like  tenor and date for the balance of the shares
purchasable  hereunder.

     This  Warrant  shall  not entitle the holder hereof to any voting rights or
other  rights  as  a shareholder of the Company, or to any other rights whatever
except  the  rights herein expressed and such as are set forth, and no dividends
shall  be  payable  or  accrue  in  respect  of  this  Warrant  or  the interest
represented  hereby  or the Common Shares purchasable hereunder until or unless,
and  except  to  the  extent  that,  this  Warrant  shall  be  exercised.

     In  the event that the outstanding Common Shares hereafter are changed into
or exchanged for a different number or kind of shares or other securities of the
Company  or  of  another  corporation  by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up  or  stock  dividend:

     (a)     The  aggregate  number,  price and kind of Common Shares subject to
this  Warrant  shall  be  adjusted  appropriately;

     (b)     Rights  under this Warrant, both as to the number of subject Common
Shares  and  the  Warrant  exercise  price, shall be adjusted appropriately; and

     (c)     In  the  event  of dissolution or liquidation of the Company or any
merger  or combination in which the Company is not a surviving corporation, this
Warrant shall terminate, but the registered owner of this Warrant shall have the
right,  immediately  prior  to  such  dissolution,  liquidation,  merger  or
combination,  to exercise this Warrant in whole or in part to the extent that it
shall  not  have  been  exercised.

     The  foregoing  adjustments  and the manner of application of the foregoing
provisions  may  provide  for  the  elimination  of  fractional share interests.

     The  Company  shall not be required to issue or deliver any certificate for
Common Shares purchased on exercise of this Warrant or any portion thereof prior
to  fulfillment  of  all  the  following  conditions:

     (a)     The  completion of any required registration or other qualification
of  such  shares  under  any  federal  or  state  law  or  under  the rulings or
regulations  of  the  Securities and Exchange Commission or any other government
regulatory  body  which  is  necessary;

<PAGE>

     (b)     The  obtaining  of any approval or other clearance from any federal
or  state  government  agency  which  is  necessary;

     (c)     The obtaining from the registered owner of the Warrant, as required
in  the sole judgment of the Company, a representation in writing that the owner
is  acquiring  such Common Shares for the owner's own account for investment and
not with a view to, or for sale in connection with, the distribution of any part
thereof,  if  the Warrants and the related shares have not been registered under
the  Securities  Act;  and

     (d)     The placing on the certificate, as required in the sole judgment of
the  Company,  of  an  appropriate  legend  and  the  issuance  of stop transfer
instructions in connection therewith if this Warrant and the related shares have
not  been  registered  under  the  Act  to  the  following  effect:

       "THE  SECURITUIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN
        REGISTERED  UNDER  THE  SECURITIES ACT OF 1933 (THE "ACT") OR THE
        LAWS  OF  ANY STATE AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION
        FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A
        REPRESENTATION  BY  THE  SECURITY  HOLDER  NAMED HEREON THAT SAID
        SECURITIES  HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND MAY
        NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
        ABSENCE  OF  AN  EFFECTIVE  REGISTRATION  STATEMENT  WITH RESPECT
        THERETO  UNDER  THE  ACT  AND  ANY  APPLICABLE SECURITIES LAW, OR
        UNLESS  THE  COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY
        TO  THE  COMPANY,  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED."

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed by
the  signature  of  its  duly  authorized  officer.

                                POWER2SHIP,  INC.


                                BY: /s/ Richard Hersh
                                   ------------------------------------------
                                   Richard  Hersh,  Chief  Executive  Officer

                                DATED:             ,  200
                                      -------------      ----
<PAGE>

                                SUBSCRIPTION FORM

(To  be  executed  by  the registered holders to exercise the rights to purchase
Common  Shares  evidenced  by  the  within  Warrant.)


Power2Ship,  Inc.
903  Clint  Moore  Road
Boca  Raton,  Florida  33487

     The  undersigned,  being  the  registered  holder  of the Warrant issued by
Power2Ship,  Inc.  for  the  purchase  of                   Common Shares issued
                                          -----------------
                   , 2005 accompanying this letter, hereby irrevocably exercises
------------------
such  Warrant  for            Common Shares and herewith makes payment therefore
                  ------------
by (check one):      check accompanying this Subscription Form or       cashless
               ------                                            --------
exercise  in  accordance  with  the Warrant, and requests that a certificate for
such  Common Shares be issued in the name of the undersigned and be delivered to
the  undersigned  at  the  address  stated  below.

If  such  number of Common Shares shall not be all of the Common Shares issuable
upon exercise of the attached Warrant, then a new Warrant shall be issued in the
name of the undersigned for the balance remaining of such Common Shares less any
fraction  of  a  Common  Share  paid  in  cash.

Dated:
      -------------------

                                   ---------------------------------
                                   Print Name of Investor


                                   ---------------------------------
                                   Print Name of Joint Investor
                                   (if applicable)


                                   ---------------------------------
                                   Signature of Investor


                                   ---------------------------------
                                   Signature of Joint Investor
                                   (if applicable)


                                   Address:
                                           -------------------------------

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

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

<PAGE>