EXCLUSIVE MARKETING AGREEMENT

         This EXCLUSIVE MARKETING AGREEMENT (the "Agreement") is made and
entered into as of November 17, 2004, by and between POWER2SHIP, INC., a
corporation organized under the laws of Nevada ("Power2Ship"), and INTERNATIONAL
LOGISTICS SOLUTIONS, INC., a Florida corporation ("ILS").

                             Preliminary Statements

         WHEREAS, Power2Ship has developed software and services for the
transportation industry, as more fully described on Exhibit "A" attached hereto
(the "Applications"); and

         WHEREAS, ILS and its principals have significant experience in
worldwide marketing; and

         WHEREAS, Power2Ship desires to engage ILS as Power2Ship's exclusive
representative to market the Applications to prospective customers world-wide,
except for the United States, its territories and possessions, Canada and Brazil
(the "Territory") on the terms and conditions set forth in this Agreement and
ILS agrees to accept such engagement on those terms and conditions.

         NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained as well as for other good and valuable consideration, the
parties do hereby agree to the following:

                              Terms and Conditions

1. Appointment as Exclusive Representative; Acceptance. Power2Ship hereby
appoints ILS as its exclusive representative in the Territory to market the
Applications to prospective customers in the Territory and ILS accepts such
engagement on the terms and conditions of this Agreement.

2. Obligations of ILS. ILS shall:

(a)  use  commercially   reasonable   efforts  to  market  the  Applications  to
     prospective customers in the Territory. ILS shall not have the authority to
     bind  Power2Ship with respect to any agreement with a customer (a "Customer
     Agreement").  The terms of any  Customer  Agreement  and  whether or not to
     enter  into  an  Customer  Agreement  will  be in  the  sole  and  absolute
     discretion of Power2Ship;

(b)  spend  as  much  time as  Power2Ship  deems  necessary  to  understand  the
     functionality of the Applications,  the market for the Applications and any
     subsequent  improvements  and enhancements to the  Applications.  ILS shall
     provide  Power2Ship with a monthly written report listing all contacts made
     on behalf of Power2Ship pursuant to this Agreement; and

(c)  comply with all domestic and foreign laws and regulations in performing its
     obligations hereunder.

<PAGE>

3. Obligations of Power2Ship. Power2Ship shall:

(a)  train  ILS'  personnel  in  the   functionality   of  and  market  for  the
     Applications  and notify ILS and provide  additional  training if necessary
     with  respect  to  any  subsequent  improvements  and  enhancements  to the
     Applications;

(b)  provide ILS with a commercially  reasonable  quantity of Power2Ship's  then
     currently  available  brochures,   CDs  and  marketing  materials  for  the
     Applications.  In addition,  Power2Ship shall reimburse ILS for the cost of
     translating these materials into foreign languages,  if necessary,  subject
     to the pre-approval requirement set forth in subparagraph 4(d) below;

(c)  prepare and/or participate in presentations and/or remote demonstrations of
     the Applications to prospective customers,  upon reasonable advance notice;
     and

(d)  attend  meetings in the United  States  with  prospective  customers,  upon
     reasonable advance notice.

4. Compensation of ILS. Power2Ship shall pay to ILS an amount equal to:

(a)  fifteen  (15%)  percent of "net cash flow"  generated  during each calendar
     year  during  the  Term  of  this  Agreement  and for  twelve  (12)  months
     thereafter (the "Payment Period") from Customer  Agreements  resulting from
     direct introductions to Power2Ship by ILS under this Agreement  ("Qualified
     Customers"); plus

(b)  twenty (20%) percent of "net cash flow" in excess of $10,000,000  and up to
     $15,000,000  generated during each calendar year of the Payment Period from
     Qualified Customers; plus

(c)  twenty-five  (25%)  percent  of "net cash  flow" in  excess of  $15,000,000
     generated  during each calendar year of the Payment  Period from  Qualified
     Customers; and

(d)  reimbursement  of  all  out-of-pocket  expenses  incurred  by  ILS  in  the
     performance of its duties  hereunder,  provided that such expenses shall be
     pre-approved by Power2Ship and reimbursement therefor shall be requested by
     ILS  on the  forms  and  with  the  supporting  documentation  required  by
     Power2Ship for reimbursement of such expenses.

         As used herein, the term "net cash flow" shall mean gross revenues
actually received by Power2Ship from Qualified Customers less all direct costs
incurred by Power2Ship to provide the Applications to a Qualified Customers and
all out-of-pocket expenses previously reimbursed to ILS. In the event net cash
flow is negative during any calendar month (a "net cash flow deficit"), 100% of
net cash flow generated during subsequent months shall be applied to such net
cash flow deficit until it is erased, prior to net cash flow"\ being deemed to
be available for purposes of determining compensation payable to ILS hereunder.

         Amounts earned by ILS pursuant to subparagraphs (a) through (c),
together with the reimbursement of any expenses pursuant to subparagraph (d)
shall be paid by Power2Ship on the 15th of each calendar month based on net cash
flow in the preceding calendar month. Each payment hereunder shall be
accompanied by a report showing the calculation of net cash flow and the payment
to ILS. Any report and the information therein not contested by ILS within
thirty (30) days of issuance shall be deemed accepted by ILS.

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<PAGE>

5. Term. This Agreement shall commence on the date hereof and continue until May
31, 2005 (the "Initial Term"). If during the Initial Term, ILS has generated at
least one prospective customer that has entered into or is negotiating Customer
Agreement with Power2Ship, the parties shall negotiate in good faith for a
renewal term. As used herein, "Term" means the Initial Term and any renewal
term.

6. Termination of Agreement. This Agreement may be terminated:

(i)  by  Power2Ship,  upon a breach of any  provision  of this  Agreement by ILS
     which is not cured within thirty (30) days after written notice of same;

(ii) by ILS,  upon a breach of any  provision of this  Agreement by  Power2Ship,
     which is not cured within thirty (30) days after written notice of same; or

(iii)by  either  party,  upon  the  bankruptcy,   insolvency,   receivership  or
     assignment for the benefit of creditors of all or part of the assets of the
     other party.

7. Rights Upon Termination. The obligations of Power2Ship under Paragraph 4 of
this Agreement shall survive the termination or expiration of this Agreement.

8. Independent Contractor. The parties agree that ILS is an independent
contractor and that nothing herein shall constitute a partnership or joint
venture between Power2Ship and ILS.

9. Waiver; Severability. Any failure on the part of a party to insist upon the
performance of this Agreement or any part hereof shall not constitute a waiver
of any right under this Agreement. No waiver of any provision of this Agreement
shall be effective unless in writing and executed by the party waiving the
right.

10. Further Assurances. Each party shall perform all acts, do all things,
execute and deliver all papers, certificates and instruments, to effectuate the
intent of this Agreement.

11. Indemnification. ILS agrees to indemnify Power2Ship, its officers,
directors, shareholders, agents, and employees, against all claims, damages,
losses and expenses, including reasonable attorneys' fees and costs, arising out
of the performance of ILS' obligations hereunder that have been caused, in whole
or in part, by ILS' negligent acts or omissions, or that of anyone employed by
ILS for whose acts it may be liable.

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<PAGE>

12. Miscellaneous.

(a)  Notice.  Any notice  required or permitted  hereunder shall be sufficiently
     given if personally  delivered,  if sent by  registered or certified  mail,
     postage  prepaid,  return  receipt  requested,  or by commercial  overnight
     courier (e.g., Federal Express, DHL, Sonic, etc.), confirmation of delivery
     requested,  or by facsimile  transmission  with electronic  confirmation of
     receipt, to the addresses listed below:

                  If to Power2Ship:         903 Clint Moore Road
                                            Boca Raton, FL 33487
                                            Attn:  Richard Hersh
                                            Tel: (561) 998-7557
                                            Fax: (561) 998-7821


                  If to ILS:                1415 Sunset Harbour Drive
                                            Miami Beach, Fl 33139
                                            Attn: Frank Reilly
                                            Tel: (305) 535-9686
                                            Fax: (305) 534-1951

(b)  Governing Law; Venue.  This Agreement shall be governed by and construed in
     accordance  with the laws of the State of  Florida,  without  regard to its
     principles  of  conflict  of laws.  The  parties  agree that any dispute or
     proceeding   arising  out  of  or  relative  to  this  Agreement  or  their
     relationship shall be settled by binding arbitration in Boca Raton, Florida
     under the rules of the American Arbitration Association then in effect.

(c)  Amendment. The provisions of this Agreement may be waived, altered, amended
     or repealed,  in whole or in part, pursuant only to a writing signed by all
     of the parties hereto.

(d)  Assignment.  This Agreement  shall not be assigned or transferred by either
     party  without  the express  written  consent of the other party to such an
     assignment  or  transfer.  For  purposes  of this  Agreement,  a change  in
     majority  ownership of a party, the sale of substantially  all of a party's
     assets  or the  merger  of a party  with a third  party  shall be deemed to
     constitute an assignment.  This  Agreement  shall innure to the benefit of,
     and be binding  upon,  the  parties  and their  respective  successors  and
     permitted assigns.

(e)  Entire Agreement.  This Agreement  constitutes the entire agreement between
     the  parties  concerning  the  subject  matter  hereof and  supersedes  all
     previous,  verbal or written,  agreements  and  understandings  between the
     parties regarding the subject matter of this Agreement.

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

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<PAGE>

(g)  Attorneys'  Fees. If any arbitration is brought for the enforcement of this
     Agreement   or  because  of  an  alleged   dispute,   breach,   default  or
     misrepresentation  in  connection  with  any  of  the  provisions  of  this
     Agreement,  the  successful or  prevailing  party or parties shall be or in
     enforcing  arbitration award entitled to recover reasonable attorneys' fees
     and other  costs  incurred  in that  arbitration,  in addition to any other
     relief available at law or in equity.

         IN WITNESS WHEREOF, Power2Ship and ILS have executed this Agreement as
of the date set forth below.


                                                     POWER2SHIP, INC.


                                                    By: /s/Richard Hersh
                                                        ------------------------
                                                  Name:    Richard Hersh
                                                 Title: Chief Executive Officer

                                         INTERNATIONAL LOGISTICS SOLUTIONS, INC.


                                                    By: /s/ Frank P. Reilly
                                                        ------------------------
                                                  Name:     Frank P. Reilly
                                                 Title: President