Power2Ship
                               www.POWER2SHIP.COM


October 19, 2004, 2004




Mr. Michael Garnick
1590 Stockton Road
Meadowbrook, PA  19046

Dear Michael,

     This letter sets forth an agreement (the "Agreement") between Power2Ship,
Inc., its affiliates and assigns (the "Company") and you related to your
providing various consulting services to Company.  You shall be an independent
contractor and shall have no right or authority to assume or create any
obligations or responsibility, express or implied, on behalf of or in the name
of the Company, unless specifically authorized in writing by the Company. The
term of this Agreement shall be twelve (12) months commencing upon the date of
execution of this Agreement. This Agreement shall be binding upon the Company
and you and its and your respective successors and assigns.

     Pursuant to the Agreement, you shall provide business advisory services to
the senior executives of the Company with respect to certain legal and other
matters as requested by the Chief Executive Officer of the Company from time to
time (the "Consulting Services"). You may provide the Consulting Services from
any location and in any form (i.e., oral, written, electronic, etc.) that you
deem appropriate.

     In consideration for providing the Consulting Services, the Company shall
grant you, as a signing bonus upon execution of this Agreement, 150,000 shares
of the Company's common stock, all of which are "free trading" shares that have
been registered in a registration statement on Form S-8 which the Company filed
with the SEC on June 6, 2003. These 150,000 shares shall be deemed earned upon
their receipt by you and under no circumstances shall the Company ever contest
your ownership thereof.

     Further, the Company shall reimburse you for any out-of-pocket expenses you
incur while providing the Consulting Services upon submission of an expense
report with receipts attached thereto. Expenses in excess of $100 during any
monthly period must be pre-approved in writing by the Company.


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Consulting Agreement
October 12, 2004October 19, 2004
Page 2 of 2
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     All notices and other communications hereunder shall be delivered or mailed
to you at your address set forth at the beginning of this letter or to the
Company at the address set forth in the footer of this letter, or to such other
address furnished by either party to the other in writing.

     If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever; (i) the validity,
legality and enforceability of the remaining provisions of this Agreement
(including, with limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (ii) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid illegal
or unenforceable.

     This  Agreement  shall  be construed in accordance with and governed in all
respects  exclusively  by  the laws of the State of Florida without reference to
the  conflict  or  choice  of  law  provisions  thereof.

     Should any dispute arise in the administration of this Agreement, the
dispute shall be resolved through arbitration under the rules of the American
Arbitration Association with its location in the state of Florida.

This Agreement contains the entire agreement between the parties with respect to
the services to be provided to the Company by you and supersedes any and all
prior understandings, agreement or correspondence between the parties.

     This  Agreement  is  not assignable by you without prior written consent of
the  Company.  Any  attempted  assignment  without  such  consent shall be void.

     No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both parties hereto.  No waiver of any other
provisions hereof (whether or not similar) shall be binding unless executed in
writing by both parties hereto nor shall such waiver constitute a continuing
waiver.

     This Agreement may be executed in one or more counterparts, all of which
taken together shall constitute one and the same instrument.

     The signatures of both parties below shall be evidence of acceptance of the
terms and conditions in this letter agreement and shall be binding upon the
parties.


POWER2SHIP, INC.

s/s Richard Hersh                         s/s Michael Garnick
---------------------                     ---------------------------
Richard Hersh                             Michael Garnick
Chairman & CEO




Congress Corporate Plaza 901                                   Tel: 561-998-7557
903 Clint Moore Road                                     Toll-free: 866-727-4995
Boca Raton, Florida 33487                                      Fax: 561-998-7821

 www.power2ship.com     |       www.p2scarrier.com     |      www.p2sshipper.com
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