EXHIBIT 10.15


                          TRUCKERSB2B VENDOR AGREEMENT

     This Business to Business  Vendor  Agreement (the  "Agreement")  is entered
     into this 15th day of April,  2004 (the  "Effective  Date") by and  between
     TruckersB2B,  Inc.,  a Delaware  corporation  having its  principal  office
     located at 9503 E. 33rd Street,  Indianapolis,  Indiana  46235  ("B2B") and
     Power2ship, a Nevada corporation having its principal office located at 903
     Clint Moore Road, Boca Raton, Florida 33487 ("Vendor").

     WHEREAS,  B2B  is  an  internet-based   business-to-business  program  (the
     "Program")  for  purposes of  providing  volume  purchasing  and savings to
     company  owned fleets and owner  operator  members  ("Members")  within the
     transportation industry (the "Industry"); and

     WHEREAS,   Vendor  is  engaged  in  the  business  of  providing   logistic
     applications, among other things, to businesses in the Industry; and

     WHEREAS,  the  parties  desire to enter into an  agreement  whereby  Vendor
     shall, among other things, offer certain of its goods and services to B2B's
     Members through the Program;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
     made herein, the parties agree as follows:

     1.       SERVICES. The services to be provided hereunder by B2B and Vendor
              shall be as described on Exhibit "A" attached hereto and
              incorporated herein (the "Services").

     2.       FINANCIAL TERMS. The financial terms agreed to between the parties
              shall be as described on Exhibit "B" attached hereto and
              incorporated herein (the "Financial Terms").

     3.       TERM. The term of this Agreement shall be for a period of one year
              commencing on the Effective Date (the "Term"), subject to earlier
              termination as herein provided. The Term will be automatically
              extended for additional one year renewal periods, subject to
              earlier termination as herein provided, provided that either party
              may prevent such automatic renewal by delivery of written notice
              to the other party at least 60 days prior to the end of the Term
              or then current renewal period.

     4.       EVENTS OF DEFAULT; BREACH.

     a.       EVENTS OF DEFAULT. The occurrence of any of the following events
              (individually, an "Event of Default" shall constitute an Event of
              Default under this Agreement:

        i.    PAYMENT OF OBLIGATIONS UNDER THIS AGREEMENT. The failure by either
              party to make any payment due to the other when such payment is
              due and owing pursuant to the terms and conditions of this
              Agreement.

        ii.   FAILURE TO PERFORM. The failure of any party to perform any term,
              covenant or agreement contained in this Agreement in any material
              respect.

        iii.  BREACH OF REPRESENTATION OR WARRANTY. Any representation or
              warranty of any party hereto made in this Agreement shall prove to
              be false, or have been false in any material respect upon the date
              when made.

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iv.  INSOLVENCY, BANKRUPTCY, ETC.

     (a). If any party  hereto  shall  make an  assignment  for the  benefit  of
          creditors,  or shall  admit in writing its  inability  to pay or shall
          generally fail to pay its debts as they mature or become due, or shall
          petition or apply for the appointment of a trustee or other custodian,
          liquidator or receiver of such party or of any substantial part of the
          assets of such party or shall  commence  any case or other  proceeding
          relating   to  such  party  under  any   bankruptcy,   reorganization,
          insolvency,  readjustment  of  debt,  dissolution  or  liquidation  or
          similar law of any jurisdiction,  now or hereafter in effect, or shall
          take  any  action  to  authorize  or in  furtherance  of  any  of  the
          foregoing,  or any such petition or application  shall be filed or any
          such case or other  proceeding  shall be commenced  against such party
          and such party shall indicate its approval  thereof,  consent thereto,
          or acquiescence therein.

     (b). If a decree or order  shall be entered  appointing  any such  trustee,
          custodian,  liquidator,  or  receiver,  or  adjudicating  either party
          hereto bankrupt or insolvent, or approving a petition in any such case
          or other proceeding,  or a decree or order for relief shall be entered
          in  respect of a party  hereto in an  involuntary  case under  Federal
          bankruptcy laws as now or hereafter in effect.

B.   NOTICE OF BREACH;  RIGHT TO  TERMINATE.  If any Event of Default shall have
     occurred,  the  non-defaulting  party may  notify the  defaulting  party in
     writing (the  "Notice of Default") of such Event of Default.  If such Event
     of Default  has not been  cured or waived in writing  within 15 days of the
     date of the  defaulting  party's  receipt  of the  Notice of  Default,  the
     non-defaulting  party may, in its  discretion,  immediately  terminate this
     Agreement. The foregoing right to terminate is not intended to be exclusive
     of any other remedy given hereunder or now or hereafter  existing at law or
     in equity or by statute or any other provision of law.

C.   EFFECT OF  TERMINATION.  All rights and obligations of each party hereunder
     with respect to  transactions  occurring prior to the effective date of any
     termination of this Agreement  shall survive any  termination or expiration
     of this Agreement for a period of 12 months, including, but not limited to,
     any termination resulting from the material breach hereof by either party.

5.   ARBITRATION.  Any  controversy,  dispute or question  arising out of, or in
     connection  with, or in relation to this  Agreement or the  interpretation,
     performance  or  non-performance  or breach  thereof will be  determined by
     arbitration  conducted in Delaware and pursuant to the laws of the State of
     Delaware  in  accordance  with the then  existing  commercial  rules of the
     American  Arbitration  Association.  B2B and  Vendor  will each  select one
     arbitrator,  and the two arbitrators will mutually select a third. Any such
     arbitration  shall be conducted  within 60 days  following  either  party's
     notice  of  the  commencement  of  arbitration  proceedings.  Any  decision
     rendered will be binding upon the parties,  however,  the arbitrators  will
     have no  authority  to grant  any  relief  that is  inconsistent  with this
     Agreement.  The expenses of arbitration,  including  reasonable  attorneys'
     fees, will be borne by the non-prevailing  party thereto.  In the event any
     party appeals the  arbitrators'  decision,  the party who ultimately  loses
     shall pay all  expenses of  arbitration,  including  reasonable  attorneys'
     fees.

6.   Indemnity.  Each  party  hereto  ("Indemnifying  Party")  hereby  agrees to
     indemnify  and  hold  harmless  the  other  party  hereto,  its  employees,
     subsidiaries,  affiliates, directors, officers and agents (collectively, an


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     "Indemnified  Party"),  from  and  against  and in  respect  of any and all
     charges, claims, damages, costs, judgments,  expenses (including reasonable
     attorneys' fees, costs, and disbursements),  penalties,  and liabilities of
     any kind or nature which may be  sustained  or suffered by the  Indemnified
     Party by reason of, based upon,  relating to, or arising out of the sale of
     goods or services hereunder by the Indemnifying Party, or any breach of any
     of the covenants,  agreements,  representations or warranties  contained in
     this Agreement by the Indemnifying Party. All rights and remedies hereunder
     shall be cumulative and shall not interfere with or prevent the exercise of
     any other right or remedy which may be available to the Indemnified  Party.
     The  Indemnified  Party shall  promptly  notify the  Indemnifying  Party in
     writing of any claim,  demand, suit, or proceeding with respect to which it
     seeks  indemnification,   provided,   however,  that  any  failure  by  the
     Indemnified  Party to provide such  notification to the Indemnifying  Party
     shall discharge the Indemnifying  Party of its  indemnification  obligation
     hereunder only to the extent that such failure  prejudices the Indemnifying
     Party,  and the  Indemnifying  Party shall at all times have the sole right
     and authority to control, defend, settle, or compromise such claim, demand,
     suit,  or proceeding  with counsel of its own choosing  which is reasonably
     acceptable  to the  Indemnified  Party  and in such  manner  as it may deem
     advisable;  provided, however, that: (i) such settlement or compromise does
     not contain any finding or admission of any  violation of laws or any fault
     on the part of the Indemnified Party, and has no effect on any other claims
     that  may be made by the  Indemnified  Party,  and  (ii)  the  sole  relief
     provided in such settlement or compromise is monetary damages that are paid
     in full by the Indemnifying Party.

7.   CONFIDENTIALITY.  Vendor and B2B agree and covenant to each other that they
     shall  not,  during  the term of this  Agreement  or at any time  after the
     termination or expiration  hereof,  (i) disclose to any third party or (ii)
     use other than during the proper performance of their duties hereunder, any
     of the procedures, practices, dealings, or other information concerning the
     business, finances,  transactions,  customer lists, or affairs of the other
     party hereto which is  disclosed by one party (the  "Disclosing  Party") to
     the other  party  (the  "Receiving  Party"),  (collectively,  "Confidential
     Information"),  including any written  information  or other  documentation
     thereof.  The  provisions  of  this  Section  7  shall  not  apply  to  (i)
     information already in the possession of the Receiving Party as of the time
     of the  disclosure  which  was not  given to the  Receiving  Party  under a
     then-existing  obligation of  confidentiality,  (ii) information  developed
     independently  by the Receiving Party without  reference to, or use of, any
     Confidential Information, (iii) information obtained by the Receiving Party
     from a source other than the  Disclosing  Party not known by the  Receiving
     Party to be under  any  obligation  of  confidentiality  to the  Disclosing
     Party, (iv) information which is publicly available when received, or which
     thereafter  becomes publicly  available other than through any unauthorized
     disclosure  by,  through,  or  on  behalf  of,  the  Receiving  Party;  (v)
     disclosures required by law; and/or (vi) disclosures required to be made by
     the  Receiving  Party in the  ordinary  course of  business  to  attorneys,
     accountants,  and similar  professionals  retained to perform  services for
     either Vendor or B2B; provided, however, that all such disclosures shall be
     made  only  on  a  "need  to  know"   basis,   shall  be   subject  to  the
     confidentiality restrictions contained herein, and any such recipient shall
     recognize  such  restrictions  and agree to be bound by the terms hereof in
     respect thereof,  or otherwise be legally  obligated to the Receiving Party
     to maintain the confidentiality  thereof.  The parties hereto agree that in
     the event of any breach or threatened breach by the Receiving Party of this
     Section 7, the  Disclosing  Party shall be entitled  to  injunctive  relief
     against  the  Receiving  Party to  restrain  and  redress  such  breach  or
     threatened  breach,  which  relief shall be in addition to any other relief
     (including,  but  not  limited  to,  monetary  damages)  available  to  the
     Disclosing  Party  under this  Agreement,  at law,  or in equity;  it being
     agreed that any such breach or  threatened  breach by the  Receiving  Party
     shall cause the Disclosing Party  irreparable harm for which the Disclosing

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     Party shall have no adequate legal remedy.

8.   USE OF TRADENAMES, SERVICEMARKS, ETC.

A.   GENERAL.  Neither  party hereto is given nor will any party hereto claim in
     any  way  any  right  to or in  the  servicemarks,  logos,  trademarks,  or
     tradenames  (the  "Marks")  belonging to the other party or any  affiliate,
     except for the limited license provided hereunder.

B.   USES BY THE  PARTIES.  Each party will use the Marks only in the manner and
     to  the  extent  specifically   permitted  in  writing.   All  advertising,
     publicity,  signs or other  materials  employing in any way  whatsoever the
     Marks shall be  submitted  in writing to the parties  hereto  prior to such
     use. Upon  termination of this  Agreement,  each party shall,  upon written
     request, execute and deliver a written certification  acknowledging that it
     has  ceased to use the Marks of the other  party and that it has no further
     interest or right therein.

9.   NEWS  RELEASES.  Neither  party  shall  make any  news  release  or  public
     announcements,  confirmations,  or  denials  with  respect to the terms and
     conditions  of all or any part of this  Agreement  without the prior review
     and consent of the other party (such  review to be promptly  conducted  and
     such consent not to be unreasonably  withheld),  provided that either party
     may make  such  disclosure  of this  Agreement  and its  terms as its legal
     counsel  deems   necessary  in  connection   with   regulatory   disclosure
     requirements.

10.  STATUS OF PARTIES.  None of the provisions of this Agreement is intended to
     create nor shall be deemed or construed to create any relationship  between
     the parties hereto other than that of independent entities contracting with
     each other hereunder  solely for the purpose of effecting the provisions of
     this  Agreement.  Neither  of the  parties,  nor  any of  their  respective
     employees, shall be construed to be the employer of the other.

11.  LIMITATION OF LIABILITY.  The  liability of the parties  hereto,  and their
     affiliates, under this Agreement shall be limited to direct damages proven.

12.  GENERAL PROVISIONS.

A.   WARRANTIES.  B2B and Vendor  respectively  warrant that B2B and Vendor have
     taken all  necessary  corporate  action to approve  this  Agreement  and to
     authorize  their  respective  officers to execute this  Agreement  and such
     further  documents as are necessary and proper to consummate  the terms and
     provisions of this  Agreement;  upon the execution  hereof,  this Agreement
     will constitute the valid and legally binding obligation of B2B and Vendor,
     enforceable in accordance with its terms. Vendor warrants that its products
     shall comply with their functional specifications.

B.   NOTICES.  All notices  required or permitted  hereunder shall be in writing
     and shall be deemed  effectively  given: (a) upon personal  delivery to the
     party to be notified, (b) when sent by confirmed telex or facsimile if sent
     during normal  business  hours of the  recipient,  if not, then on the next
     business  day, or (c) one day after  deposit with a  nationally  recognized
     overnight courier,  specifying next day delivery, with written verification
     of receipt. All communications shall be sent:


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     If to B2B:
          TruckersB2B, Inc.
          Jon Russell President
          9503 East 33rd Street
          Indianapolis, IN  46235
          Fax: (317) 972-7055


     If to Vendor:
          Power2Ship, Inc.
          --------------------------------------
          903 Clint Moore Rd.
          --------------------------------------
          Boca Raton, FL 33487
          --------------------------------------
          Attn: Michael Darden
          --------------------------------------

     or such  other  address(es)  as either  party may  hereafter  designate  in
     writing from time to time. Any party may change its address for purposes of
     this  Agreement by giving notice of such change to the other party pursuant
     to the terms of this Section.


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C.   WAIVER.  Failure to insist  upon strict  compliance  with any of the terms,
     covenants or  conditions  hereof shall not be deemed a waiver of such term,
     covenant or condition,  nor shall any waiver or relinquishment of any right
     or  power   hereunder   at  any  time  or  times  be  deemed  a  waiver  or
     relinquishment of such right or power at any time or times.

D.   COMPLIANCE  WITH LAWS. Each party agrees that all actions taken by it under
     this  Agreement  will comply in all material  respects with all  applicable
     laws, rules and regulations having the force and effect of law.

E.   HEADINGS.  The section and other  headings  contained in this Agreement are
     for   reference   purposes  only  and  shall  not  affect  the  meaning  or
     interpretation of this Agreement.

F.   GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the local laws of the State of Delaware,  without regard to
     its  choice  of law  rules of such  State.  The  parties  stipulate  to the
     jurisdiction and venue of the courts of Delaware.

G.   COUNTERPARTS. This Agreement may be executed in any number of counterparts,
     each of which shall be deemed an original,  but all of which together shall
     constitute one and the same instrument.

H.   ENTIRE AGREEMENT.  This Agreement,  including Exhibits A and B, constitutes
     the entire agreement between the parties with respect to the subject matter
     hereof,  and  supersedes  all  prior  and  contemporaneous  agreements  and
     understandings,  oral or written,  between the parties with respect to such
     subject matter.

I.   SEVERABILITY.  In  case  one or more of the  provisions  contained  in this
     Agreement  or  any  application  thereof  shall  be  invalid,  illegal,  or
     unenforceable in any respect, the validity, legality, and enforceability of
     the remaining provisions contained herein and any other application thereof
     shall not in any way be affected or impaired thereby.

J.   ASSIGNMENT;  SUCCESSORS  AND  ASSIGNS.  Neither  party  shall  assign  this
     Agreement,  or delegate  or transfer  any right,  interest,  or  obligation
     hereunder,  without the prior  written  consent of the other  party  hereto
     (which consent shall not be unreasonably withheld), and any attempt to make
     any such  assignment,  delegation,  or transfer  without the other  party's
     prior written consent shall be null and void. The rights and obligations of
     each party  hereto under this  Agreement  shall inure to the benefit of and
     shall be binding upon the  respective  successors and assigns of each party
     hereto.

K.   AMENDMENT.  This Agreement may be amended at any time and from time to time
     by an  instrument  in  writing  signed  by  each  party  hereto,  or  their
     respective successors or assigns.

L.   DRAFT  AGREEMENT NOT AN OFFER.  This agreement shall be considered in draft
     form only,  and shall not be binding  upon B2B unless and until it has been
     executed by Jon Russell, President of B2B.


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IN WITNESS WHEREOF, B2B and Vendor have caused this Agreement to be executed
pursuant to appropriate authority duly given as of the day and year first
written above.



Company Name:  Power2Ship, Inc.                      TRUCKERSB2B, INC.
              ------------------------------
By:  /s/ Michael Darden                              By: /s/ Jon Russell
    ----------------------------------------            ------------------------
Printed Name:  Michael J. Darden                     Name:    Jon Russell
              ------------------------------
Printed Title:  President                            Title:   President
               -----------------------------


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                                   EXHIBIT "A"

                                    SERVICES

Commencing the Effective Date,

1.   DEFINITIONS: B2B agrees, on a non-exclusive basis, to refer prospective B2B
     members  with  available  power  units  to  Vendor.  For  purposes  of this
     Agreement,  each referral of a B2B member that Vendor has not independently
     contacted or identified prior to receipt of such referral,  shall be deemed
     a Qualified referral.

2.   VENDOR WILL:

     A.   Receive and  process  applications  and may,  in its sole  discretion,
          offer its services to B2B members.

     B.   Respond, within a mutually agreed upon amount of time, directly to all
          B2B members whom are presented as sales leads by B2B.

     C.   Assign a point of contact whose function is to manage, coordinate, and
          promote the  B2B/Vendor  relationship  for the mutual  benefit of both
          parties.

     D.   Provide the resources required to develop the programming necessary to
          integrate,  launch,  operate, and maintain Vendor's Web site link with
          B2B's Web site so that Vendor's products are, or information as to how
          to access Vendor's products is, immediately available to B2B's members
          at B2B's Web site.

3.   B2B will:

     A.   Assign a point of contact whose function is to manage, coordinate, and
          promote the  B2B/Vendor  relationship  for the mutual  benefit of both
          parties.

     B.   Provide the resources required to develop the programming necessary to
          integrate,  launch,  operate,  and  maintain  B2B's Web site link with
          Vendor's Web site so that Vendor's  products are, or information as to
          how to access  Vendor's  products is,  immediately  available to B2B's
          members at B2B's Web site.

     C.   In consideration of the payments and commissions  described in Exhibit
          B herein,  B2B will actively promote and market Vendor's  products and
          services at an equivalent  level to that of B2B's existing  vendors at
          no additional  cost. These  promotional and marketing  activities will
          include,  but not be limited  to Web  promotion,  Member  newsletters,
          direct mail, email, fax marketing,  and inside sales representation to
          B2B members.

     D.   Mention  Vendor at least  once a quarter in a blast  email/fax  to B2B
          Members (including the initial product launch email/fax). e. Include a
          description of Vendor's  products and services within the B2B Web site
          and the B2B Member  booklet,  which is  distributed to all new members
          and existing members after each communication with B2B sales.

4. SPECIAL MARKETING AND PROMOTIONAL PROGRAMS:

     B2B and Vendor may jointly agree to create additional marketing and
     promotional programs to increase the use of Vendor's products and services.
     B2B and Vendor will jointly agree in advance, and in writing, as to the
     type of programs to be offered including their character, timing, frequency
     and expense.


<PAGE>


                                   EXHIBIT "B"

                                 FINANCIAL TERMS


1.   Credit Responsibility of Vendor: Vendor shall be responsible for review and
     processing of any applications tendered by B2B members. Vendor shall be
     responsible for all costs arising by way of the services provided hereunder
     to B2B and its members, and assume responsibility for collection and
     payment from B2B's members for all services sold or transactions processed
     by Vendor. In this regard, all decisions by Vendor to provide goods and
     services to any B2B member shall be made by Vendor in its sole discretion
     and its sole credit risk.

2.   COMMISSIONS ON VENDOR SERVICES:

a.   For the term of this agreement, on a monthly basis, Vendor will pay to B2B
     the greater of either 1) the Marketing Fee described in section 2.b. below
     or 2) the Commissions net of any rebates paid to B2B Members described in
     section 2.c. below.

b.   Vendor will pay B2B a monthly fee ("Marketing Fee") based on the following:
     i) For the term of this agreement, starting on the date B2B members receive
     information about Vendor, the Marketing Fee will be $[*].

c.   Vendor  agrees  to pay  B2B on a  monthly  basis  after  being  paid by the
     shipper,  a  commission  equal  to  [*]%  of the net  margin  generated  by
     Qualified B2B members. i) B2B agrees to rebate to its Members,  [*]% of the
     income.

d.   Should Vendor begin charging carriers for membership,  Vendor agrees to pay
     B2B, on a monthly basis,  [*] % of the membership fees that Vendor receives
     from Qualified B2B members.


3.   Payment  Terms:  Vendor  shall pay the amounts  due,  pursuant to section 3
     above,  to B2B not later than (15) days  following the close of each month,
     in available  U.S.  funds. A late charge of the lesser of 1.5% per month or
     the maximum amount permitted by law will be added to past due accounts. All
     reasonable  costs and  expenses,  including  but not limited to  attorneys'
     fees,  court  costs,  and service  charges  incurred  by B2B in  collecting
     payment  will be an expense of and a charge to  Vendor.  Vendor  waives any
     existing and future claims and offsets against payments due hereunder,  and
     agrees to pay the amounts due.

4.   Other  Terms:  Vendor  agrees to account to B2B on a monthly  basis or such
     other regular  periodic basis as  hereinafter  agreed to by the parties for
     all gross revenue generated by B2B members.  At a minimum,  such monthly or
     other regular periodic accounting shall indicate all commissions  generated
     by each B2B member.


*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24(b)-2.