Intellectual Property Assignment Agreement - NUSTATE ENERGY HOLDINGS, - 9-3-2004 by NSEH-Agreements

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									EXHIBIT 10.17

                      INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

        THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT dated as of , 2004

(the "AGREEMENT"), between ("EXECUTIVE") and POWER2SHIP, INC., a Nevada corporation (the
"COMPANY").

                                                  RECITALS

The Company has heretofore granted Executive a 10% interest in all works of authorship, inventions, discoveries,
improvements, designs, processes, software and any improvements or enhancements to and documentation of the
same, owned now or in the future by the Company, including without limitation, the United States patent
application and trademark and service mark applications listed on Schedule A hereto (collectively, the
"COMPANY INTELLECTUAL PROPERTY"). Executive has agreed to assign his rights in and to the
Company Intellectual Property to the Company and the Company wishes to acquire such rights in exchange for
the issuance by the Company to Executive of 200,000 shares of the Company's common stock (the "SHARES"),
on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Executive and the Company hereby agree as
follows:

1. ASSIGNMENT.

(a) Executive hereby assigns to the Company and the Company hereby accepts from Executive, upon the terms
and conditions herein specified, all of Executive's right, title and interest in and to the Company Intellectual
Property.

(b) Executive agrees that, when requested by the Company, Executive will, without charge to the Company, but
at its expense, sign all papers, take all rightful oaths, and do all acts which may be necessary, desirable or
convenient for vesting right, title and interest in and to the Company Intellectual Property in the Company, its
successors, assigns and legal representatives or nominees.

(c) Executive authorizes and empowers the Company, its successors, assigns and legal representatives or
nominees, to apply for and receive Letters Patent, Trademarks, Service Marks, Copyrights and such further
protection of the Company Intellectual Property in its own name, in the United States, its territorial possessions,
and all foreign countries without further written or oral authorization from the Executive, and that when requested
to carry out in good faith the intent and purpose of this assignment, at the expense of the Company, but without
charge to the Company, its successors, assigns and legal representatives or nominees, the undersigned will
execute all continuations, continuations-in-part, divisionals, substitutes, reissues and extensions thereof, execute all
rightful oaths, assignments and powers of attorney and other papers, testify in any legal proceeding or quasi legal
proceedings, communicate to the Company, its successors, assigns and legal representatives or nominees, all
facts known to the undersigned relating to said invention and the history thereof; and generally do everything
possible which the Company, its successors, assigns and legal representatives or nominees, shall consider
desirable for aiding in securing, maintaining and enforcing proper proprietary protection for the Company
Intellectual Property and for vesting all right, title and interest in and to the Company Intellectual Property in the
Company, its successors, assigns and legal representative or nominees.
2. ISSUANCE OF SHARES.

(a) In consideration of the assignment of Executive's right, title and interest in and to the Company Intellectual
Property to the Company, the Company shall, on January 4, 2005, issue to Executive the Shares.

(b) Executive acknowledges that the Shares have not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), nor qualified or registered under applicable state securities laws. Executive
further acknowledges that he is acquiring the Shares for investment for his own account and not with a view to, or
for sale in connection with, any distribution of the Company's common stock, and understands that the Shares
must be held indefinitely unless they are subsequently registered under the Securities Act and qualified or
registered under applicable state securities laws or sold pursuant to the provisions of Rule 144 or in a transaction
exempt from registration. Executive further acknowledges that he may be subject to additional restrictions and
certain reporting requirements in the event that he is deemed to be an "Affiliate" of the Company as defined under
the Securities Act.

3. NO REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company makes no
representations or warranties to Executive regarding (a) the Company, its business, finances or prospects or (b)
the tax consequences of the transactions contemplated by this Agreement.

4. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties with respect to the
subject matter hereof. Any previous agreements or understandings (whether oral or written) between the parties
regarding the subject matter hereof are merged into and superseded by this Agreement.

5. SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement shall inure to the benefit of and
be binding upon the respective successors of the parties hereto.

6. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all
purposes be deemed to be an original and all of which shall constitute the same instrument.
7. HEADINGS. The headings of the sections and paragraphs of this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

8. MODIFICATION AND WAIVER. No amendment, modification or alteration of the terms or provisions of
this Agreement shall be binding unless the same shall be in writing and duly executed by the parties hereto, except
that any of the terms or provisions of this Agreement may be waived in writing at any time by the party which is
entitled to the benefits of such waived terms or provisions. No waiver of any of the provisions of this Agreement
shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar). No delay on
the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver hereof.

9. EXPENSES. Except as otherwise provided in this Agreement, each party shall pay all costs and expenses
incurred by them or on their behalf in connection with this Agreement and the transactions contemplated hereby,
provided, however, in any action to enforce the terms of this Agreement, the fees and expenses (including
reasonable attorney's fees and disbursements) of the prevailing party shall be paid for by the other party.

10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida without regard to its conflicts of laws rules. Nothing in this Agreement shall be construed as
an admission of any liability or of any fact under any federal, state, or local law, including without limitation any
common law, statute or regulation, applicable to or affecting any indoor or outdoor environment.

11. SEVERABILITY. If any provision of this Agreement is unenforceable, all other provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that
any provision is unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled.

12. CONSTRUCTION. This Agreement is the result of negotiations between the parties and their respective
counsel. Accordingly, the fact that counsel for one party or another may have drafted this Agreement is
immaterial, and this Agreement will not be strictly construed against such party.

13. ENFORCEMENT. The parties hereto agree that the remedy at law for any breach of this Agreement is
inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be
enforceable by specific performance. Such remedies shall, however, be cumulative and non-exclusive, and shall
be in addition to any other remedies which the parties hereto may have.
14. NOTICES. Any notices requested or permitted to be given under this Agreement shall be in writing and shall
be deemed to have been given when received if personally delivered or sent by facsimile transmission on the
following business day if sent by overnight courier or on the fifth business day, if sent by U.S. mail, certified,
return receipt requested, in each case, addressed as follows:

                     if   to   Executive:       Name:
                                                     ---------------------------------
                                                Address:
                                                         ------------------------------
                                                City, State, Zip:
                                                                    -------------------
                                                Tel:
                                                    ---------------------------

                     if   to   the   Company:   Power2Ship, Inc.
                                                903 Clint Moore Rd.
                                                Boca Raton, FL 33487
                                                Attention: Chief Executive         Officer
                                                Fax No.: (561) 998-7821




IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written
above.

                                                 EXECUTIVE

                                                        By:

Name:

                                              THE COMPANY
                                             POWER2SHIP, INC.

                                                        By:

Name:
Title:
                                                SCHEDULE A

                  PATENT, TRADEMARK AND SERVICE MARK APPLICATIONS

SERVICE MARK APPLICATIONS

POWER2SHIP
MOBILEMARKET
P2S

PATENT APPLICATION

Provisional Patent Application for system and method for managing logistics and reverse logistics for the
transportation of freight
EXHIBIT 10.18

                                           SECURITY AGREEMENT

THIS SECURITY AGREEMENT (the "Agreement") dated as of this day of , 200 , is entered into by and
between POWER2SHIP, INC., a Nevada corporation (the "Debtor"), and the holders of 14.25% Secured
Convertible Debentures (the "Holders").

                                                    RECITALS

WHEREAS, the Debtor has conducted a private offering (the "Offering") of 14.25% Secured Convertible
Debentures (the "Debentures") pursuant to a Confidential Summary Private Offering Memorandum; and

WHEREAS, as a condition of the offering, the Debtor has agreed to grant to the Holders a security interest in the
Collateral (as hereinafter defined) to be used as security for the Secured Obligations (as defined herein) on terms
set forth herein.

NOW, THEREFORE, in consideration of the premises set forth herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Debtor hereby agrees with the
Holders as follows:

1. Recitals. The above recitals are true and correct and same are incorporated into this Agreement by this
reference.

2. Definition. As used herein, the term "Collateral" shall mean the following kinds and types of tangible and
intangible property, in all cases whether now or hereafter existing, whether now owned or hereafter acquired and
wherever located, including, without limitation:

(a) All accounts, accounts receivable, other rights to payment, documents, chattel paper, general intangibles,
deposit accounts, investment property, financial assets and letter-of-credit rights, and all rights now or hereafter
existing in and to all security agreements, letters of credit and other supporting obligations or contracts securing or
otherwise relating to any of the foregoing (any and all such accounts, accounts receivable, other rights to
payment, documents, chattel paper, general intangibles, deposit accounts, investment property, financial assets
and letter-of-credit rights being the "Receivables," and any and all such security agreements, letters of credit and
other supporting obligations or contracts being the "Related Contracts");

(b) All drafts, acceptances, promissory notes and other instruments (the "Instruments");

(c) All equipment, machinery, trucks and other motor vehicles, furnishings and fixtures, all parts thereof, all
accessions thereto and all replacements thereof, wherever located (any and all such equipment, machinery,
vehicles, furnishings, fixtures, parts, accessories and replacements being the "Equipment");
(d) All inventory in all of its forms, wherever located, (including, but not limited to) (i) all raw materials and work
in process therefore, all finished goods thereof, and all materials used or consumed in the production thereof, (ii)
all goods in which the Debtor has a joint or other interest or right of any kind (including, without limitation, goods
in which the Debtor has an interest or right as consignee), (iii) all goods which are returned to or repossessed by
the Debtor and (iv) all accessions thereto, products thereof and documents therefore (any and all such inventory,
accessions, products and documents being the "Inventory"), and all farm products;

(e) All books, records, programs and software relating to any of the foregoing Collateral;

(f) All proceeds of any and all of the foregoing Collateral and, to the extent not otherwise included, all payments
under insurance (whether or not the Holders are loss payees thereof), or any indemnity, warranty or guaranty,
payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; and

(g) Subject to the subordination agreement of the Holders set forth in
Section 6 herein, so long as any Secured Obligations (as defined below) are due and owing to the Holders or an
Event of Default has occurred and is continuing, the Debtor shall not, and the Purchaser shall not take any action
to cause the Debtor, to sell, exchange, lease, negotiate, pledge, assign or grant any security interest in or
otherwise dispose of the Collateral to anyone other than the Holders, nor permit any other lien of any kind to
attach thereto, nor permit the same to be attached to or commingled with other goods or property, without the
Holder's written consent.

3. Exclusion. Notwithstanding the foregoing, the Collateral shall not include a certain account to be established at
Newbridge Securities Corporation, the proceeds of which account have been pledged to secure the Company's
obligation to pay interest on the Debentures, as described in a Security Agreement of even date herewith
between the Company and the Holders.

4. Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt
payment of the principal amount of the Debentures, whether at stated maturity, by required prepayment,
declaration, acceleration, conversion, demand or otherwise (including the payment of amounts that would
become due but for the operation of the automatic stay under Section 363(a) of the Bankruptcy Code, 11
U.S.C. Sec.362(a)) (such obligations of Debtor being the "Secured Obligations").

5. Security Interests. As security for the payment and performance of the Secured Obligations and subject to the
subordination agreement of the Holders contained in Section 6, below, the Debtor hereby creates and grants to
the Holders, their successors and assigns, a security interest in the Collateral (the "Security Interest"). Without
limiting the foregoing, the Holders are hereby authorized to file one or more financing statements, continuation
statements, filings with the U.S. Patent and Trademark Office, or other documents for the purpose of perfecting,
confirming, continuing, enforcing or protecting the Security Interest, naming the Debtor as debtor and the
Representative (as hereinafter defined), as representative of the Holders as creditor.

The Debtor agrees at all times to keep in all material respects accurate and complete accounting records with
respect to the Collateral.
6. Agreement to Subordinate. Each Holder hereby agrees that its Security Interest shall automatically be
subordinate to (a) any credit facility or factoring arrangement (collectively, a "Facility") obtained by Debtor, which
Facility is secured by Receivables with a value not in excess of 125% of the Facility, and (b) any equipment or
purchase money financing obtained by Debtor which financing is secured by the Equipment or Inventory so
purchased with a value not in excess of 125% of the financing provided.

7. Further Assurances. Debtor agrees, at its expense, to execute, acknowledge, deliver and cause to be duly filed
all such further instruments and documents and take all such actions as the Holders may from time to time
reasonably request for the assuring and preserving of the Security Interest and the rights and remedies created
hereby, including, without limitation, the payment of any fees and taxes required in connection with the execution
and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or
other documents in connection herewith.

8. Taxes; Encumbrances. At their option, the Holders may discharge past due taxes, liens, security interests or
other encumbrances at any time levied or placed on the Collateral and not permitted under the Debentures, and
may pay for the maintenance and preservation of the Collateral to the extent Debtor fails to do so, and Debtor
agrees to reimburse the Holders within five business days following receipt of written notice from the Holders,
accompanied by proof of payment, for any payment made or any expense incurred by it pursuant to the foregoing
authorization; provided, however, that nothing in this Section shall be interpreted as excusing Debtor from the
performance of any covenants or other promises with respect to taxes, liens, security interests or other en-
cumbrances and maintenances as set forth herein or in the Debentures.

9. Representations, Warranties and Covenants. Debtor hereby represents, warrants, covenants and agrees as
follows:

(a) Title and Authority. Subject to security agreements, leases or similar arrangements entered into by Debtor
prior to the execution of this Agreement and Section 6 hereof, it has (i) rights in, and good and marketable title to,
the Collateral and (ii) the requisite corporate power and authority to grant to the Holders the Security Interest in
such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms
of this Agreement, without the consent or approval of any other person or entity other than any consent or
approval which has been obtained.

(b) Filing. Fully executed Uniform Commercial Code financing statements containing a description of the
Collateral shall have been or shall be delivered to the Holders in such form as requested by the Holders.
(c) Absence of Other Liens. The Collateral is owned by the Debtor free and clear of any lien or encumbrance of
any nature whatsoever, except otherwise disclosed to the Holders in writing on the date hereof, no financing
statement has been filed, under the Uniform Commercial Code as in effect in any state or otherwise, covering any
Collateral.

(d) No Conflict. None of the execution and delivery by Debtor of this Agreement and the other loan documents
or the grant and perfection of the Security Interest will (i) conflict with, violate, breach, cause a default under
(with or without the giving of notice or the passage of time), or permit an acceleration or termination of, any
document, instrument, mortgage, indenture or other agreement applicable to Debtor or to which its assets are
subject, (ii) conflict with, violate or breach any applicable law, rule, regulation or order, or (iii) conflict with,
violate or breach any of the organizational documents of Debtor, the result of which (in the case of clauses (i) and
(ii) only) could be a material adverse affect upon the business, assets, condition (financial or other) or prospects
of Debtor.

(e) Survival of Representations and Warranties. All representations and warranties of the Debtor contained in this
Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this
Agreement.

10. Records of Accounts Receivable. Debtor shall keep or cause to be kept records of its Accounts Receivable
that are accurate in all material respects.

11. Protection of Security. Debtor shall, at its own cost and expense, take any and all actions reasonably
necessary to defend title to the Accounts Receivable owned by it against all persons and, subject to the
subordination agreement of the Holders contained in Section 6 herein, to defend the Security Interest of the
Holders in such Accounts Receivable, and the priority thereof, against any adverse lien or encumbrance of any
nature whatsoever.

12. Continuing Obligations of Debtor. Debtor shall remain liable to observe and perform all the material
conditions and obligations to be observed and performed by it under each contract, agreement, interest or
obligation relating to the Collateral, all in accordance with the terms and conditions thereof.

13. Use and Disposition of Collateral. Subject to the subordination agreement of Holders contained in Section 6
herein, Debtor shall not (a) make or permit to be made any assignment, pledge or hypothecation of the Collateral,
or grant any security interest in the Collateral except for the Security Interest or (b) make or permit to be made
any transfer of any Collateral outside the ordinary course of business.

14. Notice of Issuance of Intellectual Property Rights. The Debtor shall give notice to the Holders, if a patent,
trademark, copyright or other similar intellectual property right is issued by an appropriate governmental agency
as to any General Intangible covered under this Agreement.

15. Collections. Debtor shall have the right to collect its Accounts Receivable in the ordinary course of its
business; provided, however, that at the request of the Holders following an event of default under the
Debentures or this Agreement, Debtor shall (a) arrange for remittances on any of its Account Receivable to be
made directly to lockboxes designated by the Holders or in such other manner as the Holders may direct
(provided same shall not cause a breach of Debtor's agreements with third parties); and (b) promptly deposit all
payments received by Debtor on account of Accounts Receivable, whether in the form of cash, checks, notes,
drafts, bills of exchange, money orders or otherwise, in one or more accounts designated by the Holders in
precisely the form received (but with any endorsements of Debtor necessary for deposit or collection), subject to
withdrawal by the Holders only, as hereinafter provided, and until they are deposited, shall be deemed to be held
in trust by Debtor for and as the Holders' property on their own behalf and shall not be commingled with
Debtor's other funds (provided same shall not cause a breach of Debtor's agreements with third parties).
16. Remedies upon Default. In the event of a failure to pay the secured Obligations as and when due (following
the expiration of all applicable grace periods), and subject to the subordination agreement of the Holders
contained in Section 6 herein, Debtor agrees to deliver each item of Collateral (other than any portion of such
Collateral that may be subject to confidentiality agreements) to the Holders on demand, and it is agreed that the
Holders shall have the right to exercise any and all rights afforded to a secured party under, and subject to its
obligations contained in, the Uniform Commercial Code as in effect in the State of Florida. Without limiting the
generality of the foregoing, Debtor agrees that the Holders shall have the right, subject to the mandatory
requirements of applicable law and subject to the requirement that Holders act reasonably and in good faith, to
sell or otherwise dispose of all or any part of the Collateral (other than any portion of such Collateral that may be
subject to confidentiality agreements), at public or private sale or at any broker's board or on any se-curities
exchange, for cash, upon credit or for future delivery as the Holders shall deem appropriate. Each such purchaser
at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Debtor, and
Debtor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which Debtor
now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Holders shall give the Debtor 10 days' prior written notice of the Holders' intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of
a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to
be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or
exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such
place or places as the Holders may fix and state in the notice (if any) of such sale. At any such sale, the
Collateral, or portion thereof, to be sold may be sold in one lot, as an entirety or in separate parcels, as the
Holders may (in their sole and absolute discretion) determine. The Holders shall not be obligated to make any
sale of any Collateral if they shall determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given. The Holders may, without notice or publication, adjourn any public or private
sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale,
and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In
case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may
be retained by the Holders until the sale price is paid by the purchaser or purchasers thereof, but the Holders
shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral
so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public sale
made pursuant to this Section, any Holders may bid for or purchase, free (to the extent permitted by law) from
any right of redemption, stay or appraisal on the part of Debtor (all said rights being also hereby waived and
released to the extent permitted by law), with respect to the Collateral or any part thereof offered for sale and the
Holders may make payment on account thereof by using any claim then due and payable to the Holders from
Debtor as a credit against the purchase price, and the Holders may, upon compliance with the terms of sale, hold,
retain and dispose of such property without further accountability to Debtor therefore. For purposes hereof, a
written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Holders
shall be free to carry out such sale and purchase pursuant to such agreement, and Debtor shall not be entitled to
the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Holders
shall have entered into such an agreement all events of default shall have been remedied and the Secured
Obligations paid in full. Debtor shall remain liable for any deficiency. As an alternative to exercising the power of
sale herein conferred upon it, the Holders may proceed by a suit or suits at law or in equity to foreclose this
Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts
having competent jurisdiction or pursuant to a proceeding by a court appointed receiver.
17. Application of Proceeds. The proceeds of any collection or sale of Collateral, as well as any Collateral
consisting of cash, shall be applied by the Holders as follows:

FIRST, to the payment of all reasonable costs and expenses incurred by the Holders in connection with such
collection or sale or otherwise in connection with this Agreement, including, but not limited to, all court costs and
the reasonable fees and expenses of their legal counsel, the repayment of all advances made by the Holders
hereunder on behalf of the Debtor and any other reasonable costs or expenses incurred in connection with the
exercise of any right or remedy hereunder;

SECOND, to the payment in full of the Secured Obligations; and

THIRD, to the Debtor, its successors and assigns, or as a court of competent jurisdiction may otherwise direct.

Upon any sale of the Collateral by the Holders (including, without limitation, pursuant to a power of sale granted
by statute or under a judicial proceeding), the receipt of the Holders or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers
shall not be obligated to see to the application of any part of the purchase money paid over to the Holders or
such officer or be answerable in any way for the misapplication thereof.

18. Security Interest Absolute. All rights of the Holders hereunder, the Security Interest, and all obligations of the
Debtor hereunder, shall be absolute and unconditional irrespective of (a) any partial invalidity or unenforceability
of the Debentures, any other agreement with respect to any of the Secured Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Secured Obligations, or any other amendment or waiver of or consent to any
departure from the Debentures or any other agreement or instrument, (c) any exchange, release or nonperfection
of any other Collateral, or any release or amendment or waiver of or consent to or departure from any guarantee,
for all or any of the Secured Obligations, or (d) any other circumstance which might otherwise constitute a
defense available to, or discharge of the Debtor in respect of the Secured Obligations or in respect of this
Agreement.
19. No Waiver. No failure on the part of the Holders to exercise, and no delay in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy by the Holders preclude any other or further exercise thereof or the exercise of any other right,
power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided
by law. The Holders shall not be deemed to have waived any rights hereunder or under any other agreement or
instrument unless such waiver shall be in writing and signed by such parties.

20. Holders Appointed Attorney-in-Fact. Debtor hereby appoints the Representative (as hereinafter defined) of
the Holders the attorney-in-fact of Debtor solely for the purpose of carrying out the provisions of this Agreement
and taking any action and executing any instrument which the Representative may reasonably deem necessary to
accomplish the purposes hereof, which appointment is irrevocable so long as this Agreement and the Security
Interest have not been terminated.

21. Waiver of Equitable Subordination. Subject to the subordination agreement of the Holders contained in
Section 6 herein, each of the parties hereto waives any and all rights it may have to assert a claim for or to raise
the defense of equitable subordination in any legal action or proceeding arising from this Agreement or the
Debentures.

22. Binding Agreement; Assignments. This Agreement, and the terms, covenants and conditions hereof, shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that
the Debtor shall not be permitted to assign this Agreement or any interest herein or in the Collateral, or any part
thereof, or any cash or property held by the Holders as Collateral under this Agreement, except as contemplated
by this Agreement.

23. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State
of Florida, except to the extent that the validity or perfection of the security interest hereunder, or remedies
hereunder, in respect of any particular collateral are governed by the laws of a jurisdiction other than the State of
Florida. The parties hereby consent and submit to the jurisdiction of the state and federal courts sitting in
Broward County, Florida for the resolution of any dispute arising out of or in connection with this Agreement. In
the event of a dispute between the parties for any matter arising out of this Agreement, the prevailing party(ies) in
such dispute shall be entitled to recover against the other party, reasonable attorney's fees and court costs,
including the cost of any appeals associated therewith.

24. Notices. All communications and notices hereunder shall be in writing and given as provided in the
Debentures.
25. Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal
or unenforceable the remaining provisions contained herein shall not in any way be affected or impaired.

26. Section Headings. Section headings used herein are for convenience only and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.

27. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute
an original, but all of which, when taken together, shall constitute but one instrument. This Agreement shall be
effective when a counterpart that bears the signature of the Debtor shall have been delivered to the Holders.

28. Termination. This Agreement and the Security Interest shall terminate when all the Secured Obligations have
been fully and indefeasibly paid in full, at which time the Holders shall execute and deliver to the Debtor all
Uniform Commercial Code termination statements and similar documents which the Debtor shall reasonably
request to evidence such termination; provided, however, that all indemnities of the Debtor contained in this
Agreement shall survive, and remain operative and in full force and effect regardless of, the termination of this
Agreement for a period of six months following the termination of this Agreement.

29. Representative. Upon execution hereof, and thereafter from time to time, as determined by the Holders, the
Holders shall provide to the Debtor, in writing, the name and notice information of a representative (the
"Representative") who shall be exclusively authorized to act on behalf of the Holders. The Debtor may, in good
faith, rely upon any document, instrument or instruction presented to the Debtor by the Representative, and treat
same as the act of the Holders. In the event that the Debtor acts in good faith reasonable reliance upon instruction
made in any such document or instrument, the Debtor shall not be liable for the sufficiency, accuracy or
authenticity of such document or instrument.

30. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any
prior or contemporaneous oral or written agreement or representation between them with regard to the subject
matter hereof. This Agreement may not be modified except by a writing signed by each of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Security Agreement as of the day and
year first above written.

                                              DEBTOR:

                                        POWER2SHIP, INC.

                                                  By:

Name:
Title:

                                             HOLDERS:
                                          SECURITY AGREEMENT

THIS SECURITY AGREEMENT (the "Agreement") dated as of the day of , 200 , is entered into by and
between POWER2SHIP, INC., a Nevada corporation (the "Debtor"), and the holders of 14.25% Secured
Convertible Debentures (the "Holders").

                                                   RECITALS

WHEREAS, the Debtor has conducted a private offering (the "Offering") of 14.25% Secured Convertible
Debentures (the "Debentures") pursuant to a Confidential Summary Private Offering Memorandum; and

WHEREAS, as a condition of the offering, the Debtor has agreed to grant to the Holders a security interest in the
Collateral (as hereinafter defined) to be used as security for the Secured Obligations (as defined herein) on terms
set forth herein.

NOW, THEREFORE, in consideration of the premises set forth herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Debtor hereby agrees with the
Holders as follows:

1. Recitals. The above recitals are true and correct and same are incorporated into this Agreement by this
reference.

2. Definition. As used herein, the term "Collateral" shall mean the proceeds of an account to be established for the
benefit of the Holders at Newbridge Securities Corporation, to be funded with 7.125% of the gross proceeds of
the Offering.

3. Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt
payment of interest on the Debentures, whether at stated maturity, by required prepayment, declaration,
acceleration, conversion, demand or otherwise (including the payment of amounts that would become due but for
the operation of the automatic stay under Section 363(a) of the Bankruptcy Code, 11 U.S.C. Sec.362(a)) (such
obligation of Debtor to pay interest on the Debentures being the "Secured Obligations").

4. Security Interests. As security for the payment and performance of the Secured Obligations, the Debtor
hereby creates and grants to the Holders, their successors and assigns, a security interest in the Collateral (the
"Security Interest"). Without limiting the foregoing, the Holders are hereby authorized to file one or more financing
statements for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest,
naming the Debtor as debtor and the Representative (as hereinafter defined), as representative of the Holders as
creditors

5. Further Assurances. Debtor agrees, at its expense, to execute, acknowledge, deliver and cause to be duly filed
all such further instruments and documents and take all such actions as the Holders may from time to time
reasonably request for the assuring and preserving of the Security Interest and the rights and remedies created
hereby, including, without limitation, the payment of any fees and taxes required in connection with the execution
and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or
other documents in connection herewith.
6. Taxes; Encumbrances. At their option, the Holders may discharge past due taxes, liens, security interests or
other encumbrances at any time levied or placed on the Collateral and not permitted under the Debentures, and
may pay for the maintenance and preservation of the Collateral to the extent Debtor fails to do so, and Debtor
agrees to reimburse the Holders within five business days following receipt of written notice from the Holders,
accompanied by proof of payment, for any payment made or any expense incurred by it pursuant to the foregoing
authorization; provided, however, that nothing in this Section shall be interpreted as excusing Debtor from the
performance of any covenants or other promises with respect to taxes, liens, security interests or other en-
cumbrances and maintenances as set forth herein or in the Debentures.

7. Representations, Warranties and Covenants. Debtor hereby represents, warrants, covenants and agrees as
follows:

(a) Title and Authority. Subject to security agreements, leases or similar arrangements entered into by Debtor
prior to the execution of this Agreement, it has (i) rights in, and good and marketable title to, the Collateral and
(ii) the requisite corporate power and authority to grant to the Holders the Security Interest in such Collateral
pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this
Agreement, without the consent or approval of any other person or entity other than any consent or approval
which has been obtained.

(b) Filing. Fully executed Uniform Commercial Code financing statements containing a description of the
Collateral shall have been or shall be delivered to the Holders in such form as requested by the Holders.

(c) Absence of Other Liens. The Collateral is owned by the Debtor free and clear of any lien or encumbrance of
any nature whatsoever, except otherwise disclosed to the Holders in writing on the date hereof, no financing
statement has been filed, under the Uniform Commercial Code as in effect in any state or otherwise, covering any
Collateral.

(d) No Conflict. None of the execution and delivery by Debtor of this Agreement and the other loan documents
or the grant and perfection of the Security Interest will (i) conflict with, violate, breach, cause a default under
(with or without the giving of notice or the passage of time), or permit an acceleration or termination of, any
document, instrument, mortgage, indenture or other agreement applicable to Debtor or to which its assets are
subject, (ii) conflict with, violate or breach any applicable law, rule, regulation or order, or (iii) conflict with,
violate or breach any of the organizational documents of Debtor, the result of which (in the case of clauses (i) and
(ii) only) could be a material adverse affect upon the business, assets, condition (financial or other) or prospects
of Debtor.
(e) Survival of Representations and Warranties. All representations and warranties of the Debtor contained in this
Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this
Agreement.

(f) Exclusive Security Interest. Debtor shall not grant to any person a security interest in the Collateral, except for
the security interest created hereby.

8. Protection of Security. Debtor shall, at its own cost and expense, take any and all actions reasonably
necessary to defend title to the Collateral, to defend the Security Interest of the Holders in such Collateral, and
the priority thereof, against any adverse lien or encumbrance of any nature whatsoever.

9. Continuing Obligations of Debtor. Debtor shall remain liable to observe and perform all the material conditions
and obligations to be observed and performed by it under each contract, agreement, interest or obligation relating
to the Collateral, all in accordance with the terms and conditions thereof.

10. Use and Disposition of Collateral. Debtor shall not (a) make or permit to be made any assignment, pledge or
hypothecation of the Collateral, or grant any security interest in the Collateral except for the Security Interest or
(b) make or permit to be made any transfer of any Collateral.

11. Remedies upon Default. In the event the Company fails to pay any of the Secured Obligations as and when
due (following the expiration of all applicable grace periods), the Representative shall have the authority and
obligation to withdraw all or any portion of the proceeds held in the Collateral for the benefit of the Holders, as
their respective interests may appear. The representative shall provide the Company with written notice of any
such withdrawal within three business days thereof. Neither the Representative nor Newbridge Securities
Corporation shall have any liability to the Debtor or any other person for complying with this provision and the
Debtor agrees that such compliance shall not be a violation of any duty (fiduciary or otherwise) owed by either
the Representative or Newbridge Securities Corporation to the Debtor; provided, however, that the Company
shall be relieved of its obligation to pay the Secured Obligations to the extent of the amount of the Collateral
withdrawn by the Representative under this provision. Each of the Representative and Newbridge Securities
Corporation are authorized to disregard any instructions given by the Debtor that are contrary to the terms
hereof. The Debtor hereby waives all defenses it may have against the enforcement of this provision (whether
known or unknown) and irrevocably agrees that any claims or counterclaims it may have against the Holders, the
Representative or Newbridge Securities Corporation shall not be deemed to be a defense against the
enforcement of this provision.

12. Replenishment of Collateral. To the extent that the Collateral is withdrawn by the Representative in
accordance with the provisions of Section 11, above, the Company shall have a period of 45 days from the date
of such withdrawal to replenish the Collateral so that the Collateral is equal to 7.125% of the then outstanding
principal amount of the Debentures. The Company's failure to so replenish the Collateral within such 45-day
period shall constitute a default under this Agreement.
13. Security Interest Absolute. All rights of the Holders hereunder, the Security Interest, and all obligations of the
Debtor hereunder, shall be absolute and unconditional irrespective of (a) any partial invalidity or unenforceability
of the Debentures, any other agreement with respect to any of the Secured Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Secured Obligations, or any other amendment or waiver of or consent to any
departure from the Debentures or any other agreement or instrument, (c) any exchange, release or non-perfection
of any other Collateral, or any release or amendment or waiver of or consent to or departure from any guarantee,
for all or any of the Secured Obligations, or (d) any other circumstance which might otherwise constitute a
defense available to, or discharge of the Debtor in respect of the Secured Obligations or in respect of this
Agreement.

14. No Waiver. No failure on the part of the Holders to exercise, and no delay in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy by the Holders preclude any other or further exercise thereof or the exercise of any other right,
power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided
by law. The Holders shall not be deemed to have waived any rights hereunder or under any other agreement or
instrument unless such waiver shall be in writing and signed by such parties.

15. Holders Appointed Attorney-in-Fact. Debtor hereby appoints the Representative (as hereinafter defined) of
the Holders the attorney-in-fact of Debtor solely for the purpose of carrying out the provisions of this Agreement
and taking any action and executing any instrument which the Representative may reasonably deem necessary to
accomplish the purposes hereof, which appointment is irrevocable so long as this Agreement and the Security
Interest have not been terminated.

16. Waiver of Equitable Subordination. Each of the parties hereto waives any and all rights it may have to assert
a claim for or to raise the defense of equitable subordination in any legal action or proceeding arising from this
Agreement or the Debentures.

17. Binding Agreement; Assignments. This Agreement, and the terms, covenants and conditions hereof, shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that
the Debtor shall not be permitted to assign this Agreement or any interest herein or in the Collateral, or any part
thereof, or any cash or property held by the Holders as Collateral under this Agreement, except as contemplated
by this Agreement.

18. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State
of Florida, except to the extent that the validity or perfection of the security interest hereunder, or remedies
hereunder, in respect of any particular collateral are governed by the laws of a jurisdiction other than the State of
Florida. The parties hereby consent and submit to the jurisdiction of the state and federal courts sitting in
Broward County, Florida for the resolution of any dispute arising out of or in connection with this Agreement. In
the event of a dispute between the parties for any matter arising out of this Agreement, the prevailing party(ies) in
such dispute shall be entitled to recover against the other party, reasonable attorney's fees and court costs,
including the cost of any appeals associated therewith.
19. Notices. All communications and notices hereunder shall be in writing and given as provided in the
Debentures.

20. Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal
or unenforceable the remaining provisions contained herein shall not in any way be affected or impaired.

21. Section Headings. Section headings used herein are for convenience only and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.

22. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute
an original, but all of which, when taken together, shall constitute but one instrument. This Agreement shall be
effective when a counterpart that bears the signature of the Debtor shall have been delivered to the Holders.

23. Termination. This Agreement and the Security Interest shall terminate when all the Secured Obligations have
been fully and indefeasibly paid in full, at which time the Holders shall execute and deliver to the Debtor all
Uniform Commercial Code termination statements and similar documents which the Debtor shall reasonably
request to evidence such termination; provided, however, that all indemnities of the Debtor contained in this
Agreement shall survive, and remain operative and in full force and effect regardless of, the termination of this
Agreement for a period of six months following the termination of this Agreement.

24. Representative. Upon execution hereof, and thereafter from time to time, as determined by the Holders, the
Holders shall provide to the Debtor, in writing, the name and notice information of a representative (the
"Representative") who shall be exclusively authorized to act on behalf of the Holders. The Debtor may, in good
faith, rely upon any document, instrument or instruction presented to the Debtor by the Representative, and treat
same as the act of the Holders. In the event that the Debtor acts in good faith reasonable reliance upon instruction
made in any such document or instrument, the Debtor shall not be liable for the sufficiency, accuracy or
authenticity of such document or instrument.

25. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any
prior or contemporaneous oral or written agreement or representation between them with regard to the subject
matter hereof. This Agreement may not be modified except by a writing signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this Security Agreement as of the day and
year first above written.

                                              DEBTOR:

                                        POWER2SHIP, INC.

                                                  By:

Name:
Title:

                                             HOLDERS:
EXHIBIT 10.19

                                 REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of the

                                                           ---------                  ----
          day of        , 200   by and between Power2Ship, Inc., a Nevada corporation with
                --------     ---




its principal offices at 903 Clint Moore Road, Boca Raton, FL 33487 (the "Company"), and the holders
(collectively, the "Holders") of 14.25% Secured Convertible Debentures (collectively, the "Debentures").

The parties hereto, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, hereby agree as follows:

1. DEFINITIONS. The following terms have the following meanings:

(a) "Act" means the U.S. Securities Act of 1933, as amended, and the

rules and regulations promulgated thereunder.

(b) "Commission" means the Securities and Exchange Commission.

(c) "Common Stock" means the Common Stock, par value $0.001 per share, of the Company.

(d) "Registrable Securities" means any Common Stock of the Company issued or issuable to the Holders upon
conversion and/or redemption of the Debentures or as provided for in Section 2, below.

(e) "Registration," "register" and like words mean compliance with all of the laws, rules and regulations (federal,
state and local), and provisions of agreements and corporate documents pertaining to the public offering of
securities, including registration of any public offering of securities on any form under the Act.

(f) "Registration Statement" means that registration statement to be filed with the Commission pursuant to Section
2.a. below.

2. MANDATORY REGISTRATION.

(a) The Company shall within forty-five (45) days of the final closing of the offering related to the Debentures (the
"Offering") file a Registration Statement with the Commission registering the Registrable Securities. In the event
that the Company fails to strictly comply with the preceding sentence, then the Company shall issue to each
Holder 75 shares of Common Stock for each $1,000 of the face value of the Debentures held (or a pro rata
portion rounded to the next highest share if less than $1,000).

(b) In addition, the Company shall use its best efforts utilizing the services of a securities attorney to cause the
Registration Statement filed pursuant to Section 2(a) hereof to be declared effective by the Commission within
120 days of the final closing of the Offering. In the event that the Company fails to strictly comply with the
preceding sentence, then the Company shall issue to each Holder 75 shares of Common Stock for each $1,000
of the face value of the Debentures held (or a pro rata portion rounded to the next highest share if less than
$1,000). The shares to be issued in accordance with Sections 2(a) and 2(b) are independent of each other.
(c) Upon effectiveness, the Company shall, subject to "blackouts" or suspensions required by applicable law,
keep the Registration Statement referenced in this Section 2 effective for so long as any Debentures are
outstanding.

3. INFORMATION TO BE FURNISHED BY THE HOLDERS. As a condition to the Company's registration
obligations hereunder, the Holders shall furnish to the Company in writing all information within its possession,
control or knowledge reasonably requested by the Company and/or required by the applicable rules and
regulations of the Commission and by any applicable state securities or blue sky laws concerning the Holders, the
proposed method of sale or other disposition of the shares of Common Stock being sold by the Holders in such
Offering, and the identity of and compensation to be paid to any proposed underwriter or underwriters to be
employed in connection with such Offering.

4. COSTS AND EXPENSES. The Company shall pay all costs and expenses in connection with the
Registration under this Agreement; provided, however, that the Holders shall bear the fees and expenses of its
own counsel and accountants and any selling expenses relating to the sale or other disposition of the Registrable
Shares registered on behalf of the Holders in the Registration Statement, including without limitation, any transfer
taxes, underwriting discounts or commissions.

5. NOTICES. All notices and other communications provided for hereunder must be in writing and shall be
deemed to have been given on the same day when personally delivered or sent by confirmed facsimile
transmission or on the next business day when delivered by receipted courier service or on the third business day
when mailed with sufficient postage, certified mail, return receipt requested, to the following addresses:

                If to the Company:          Power2Ship, Inc.
                                            903 Clint Moore Road
                                            Boca Raton, FL 33487
                                            Attn: Richard Hersh, CEO

                If to the Holders:          The addresses set forth in the Company's records




or to such other address as any party shall have furnished to the other parties pursuant to this Section 5.

6. ENTIRE AGREEMENT; MODIFICATION OF AGREEMENT; CONSENTS. This Agreement constitutes
the entire agreement between the parties hereto with respect to the subject matter hereof. Changes in, or
additions to, this Agreement may be made, and/or compliance with any covenant or condition herein set forth
may be omitted, only upon written consent of all the parties hereto.

7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted successors, transferees and assigns.

8. GOVERNING LAW; VENUE. This Agreement shall be construed and enforced in accordance with the laws
of the State of Florida without regard to any of its principles of conflicts of law. All parties hereto (a) agree that
legal suit, action or proceeding arising out of this Agreement shall be instituted only in a federal or state court
located in Florida, (b) waive any objection which they may now have or hereafter have to the laying of the venue
of any such suit, action or proceeding as described in this Section 8, and (c) irrevocably submit to the exclusive
jurisdiction of any federal or state court located in Broward County, Florida in any such suit, action or
proceeding, but such consent shall not constitute a general appearance or be available to any other person who is
not a party to this Agreement.
9. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an
original and both of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly
executed as of the date first set forth above.

                                        POWER2SHIP, INC.

                                                  By:

Name:
Its:

                                           THE HOLDERS


Name:


Name:
EXHIBIT 22

                               SUBSIDIARIES OF THE REGISTRANT

Freight Rate, Inc., a Delaware corporation Power4PL, Inc., a Delaware corporation (inactive) Power2Ship,
Inc., a Delaware corporation (inactive)
EXHIBIT 23.1

                       Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption 'Experts' and to the use of our report dated August 12,
2004 in the Registration Statement on Form SB-2 and related Prospectus of Strong Technical, Inc. for the
registration of 33,630,799 shares of its common stock.

                                                                 /s/ Sherb & Co., LLP


                       New York, New York
                       September 2, 2004,

								
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