FEE ASSUMPTION AGREEMENT
THIS AGREEMENT ("Agreement") is made and
entered as of the date set forth below,
by and between W. A. STOKES, and individual
resident of the sate of South
Carolina ("Stokes"), COMMODITY EXPRESS
TRANSPORTATION, INC., a South Carolina
corporation ("Commodity"), POWER2SHIP,
INC., a Nevada corporation ("Power2Ship"
or the "Company"), CHAPMAN ASSOCIATES with
headquarters offices in Schaumburg,
IL ("Chapman") and T. V. ADAMS, and
individual resident of the State of North
Carolina ("Adams"), together the parties
("Parties").
In consideration of the mutual promises and
obligation contained herein the
undersigned Parties agree as follows:
Chapman and Stokes entered into an
agreement dated April 23, 2004 whereby
Chapman was retained on a non-exclusive
basis to sell the assets of Commodity,
and Chapman, pursuant to said agreement,
facilitated an agreement between
Commodity and Power2Ship whereby an
indirect wholly-owned subsidiary of
Power2Ship ("P2S Subsidiary") agreed to
purchase certain assets of Commodity
pursuant to the terms of a mutual agreement
("Mutual Agreement") and various
other related agreements between Commodity,
P2S, P2S Subsidiary and Stokes.
The Mutual Agreement between P2S Subsidiary
and Commodity, and the various other
agreements between Commodity, P2S, P2S
Subsidiary and Stokes have been
consummated on the date hereof.
Accordingly, Chapman has satisfactorily
fulfilled its obligations under its
agreement with Commodity and is entitled to
its specified commission in the amount of
$100,000.
Adams is the Managing Director of Chapman.
Chapman has assigned
said commission
to Adams. Chapman has taken all corporate
action necessary, and has obtained all
consents and approvals, for the assignment
of said commission to Adams, and the
execution and delivery of this Agreement
and the consummation of the
transactions contemplated hereby,
constitute the valid and binding obligation of
Chapman, enforceable against Chapman to
prove such assignment of the commission
by Chapman to Adams.
Power2Ship hereby assumes from Commodity
the obligation to pay Adams the earned
commission of $100,000 and Adams hereby
agrees to release Commodity from said
commission obligation upon receipt of
payment from Power2Ship.
In order to further facilitate the closing
of the proposed transaction, Adams
has further agreed with Power2Ship to
accept from Power2Ship, at the sole
discretion of Power2Ship, shares of its
common stock ("Shares") and/or cash, or
a combination thereof, with a total value
as of the date hereof of $100,000 in
full and complete satisfaction of this
commission obligation, provided however,
that any common stock conveyed to Adams
hereunder shall be duly authorized and
issued by Power2Ship in accordance with its
charter and bylaws and, if not
presently unrestricted and fully registered
stock, shall have "piggyback"
registration rights so that such shares
shall be included in the shares of
Powe2Ship to be registered in its next
public offering pursuant to the federal
securities laws and thereupon be fully
registered and transferable. Any shares
of Power2Ship issued to Adams hereunder
shall be valued by calculating the
median value between the closing bid and
asked price for Power2Ship stock as
traded on the OTCBB on the date hereof.
<PAGE>
Adams understands that the shares are being
acquired from Power2Ship in a
transaction pursuant to an exemption from
the registration requirements under
the Securities Act of 1933, as amended
("Act") and, in connection herewith,
makes the representations contained on the
attached Exhibit A hereto.
IN WITNESS WHEREOF, the undersigned parties
have executed this agreement as of
March 21, 2005.
--------------------------------------------
W. A. Stokes
COMMODITY EXPRESS TRANSPORTATION, INC.
By:
----------------------------------------
W. A. Stokes,
President
POWER2SHIP, INC.
By:
----------------------------------------
Richard Hersh,
Chief Executive Officer
CHAPMAN ASSOCIATES
By:
----------------------------------------
T. V. Adams,
Managing Director
--------------------------------------------
T. V. Adams (WHO
SHALL ALSO SIGN EXHIBIT A HERETO)
<PAGE>
EXHIBIT A
In connection with the receipt of the
Shares, Adams hereby represents, warrants,
covenants and agrees as set forth below.
1. Purchase
Entirely for Own Account. The Shares will
be acquired for
-----------------------------------
investment for Adams' own account, not as a nominee or
agent, and not with a
view to the resal
