TERMINATION AGREEMENT

Termination Agreement

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Title: TERMINATION AGREEMENT
Date: 7/28/2005

Exhibit 10.40

TERMINATION AGREEMENT

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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into

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effective as of July 27, 2005, by and between POWER2SHIP, INC., a Nevada

corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware

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limited partnership (the "Investor").

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Recitals:

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WHEREAS, the Company and the Investor entered into a Standby Equity

Distribution Agreement (the "Standby Equity Distribution"); a Registration

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Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement

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(the "Escrow Agreement"); and a Placement Agent Agreement (the "Placement Agent

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Agreement"), all of which are dated June 28, 2004 (collectively, the Standby

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Equity Distribution A

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