Termination Agreement between Power2Ship, Inc. and Cornell Capital Partners, LP

Summary

This agreement, effective July 27, 2005, is between Power2Ship, Inc. and Cornell Capital Partners, LP. It formally ends all prior agreements between the parties, including a Standby Equity Distribution Agreement, Registration Rights Agreement, Escrow Agreement, and Placement Agent Agreement, originally dated June 28, 2004. Both parties agree to release each other from all rights and obligations under these agreements. Cornell Capital Partners, LP will retain any fees already received in connection with the terminated agreements.

EX-10.40 2 ex10-40.txt TERMINATION AGREEMENT Exhibit 10.40 TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into --------- effective as of July 27, 2005, by and between POWER2SHIP, INC., a Nevada corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware ------- limited partnership (the "Investor"). -------- Recitals: -------- WHEREAS, the Company and the Investor entered into a Standby Equity Distribution Agreement (the "Standby Equity Distribution"); a Registration ----------------------------- Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement ------------------------------- (the "Escrow Agreement"); and a Placement Agent Agreement (the "Placement Agent ---------------- --------------- Agreement"), all of which are dated June 28, 2004 (collectively, the Standby - --------- Equity Distribution Agreement, the Registration Rights Agreement the Escrow Agreement and Placement Agent Agreement are referred to as the "Transaction ----------- Documents." - --------- NOW, THEREFORE, in consideration of the premises and the mutual promises, conditions and covenants contained herein and in the Transaction Documents and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Termination. Each of the parties to this Agreement hereby ----------- terminates the Transaction Documents and the respective rights and obligations contained therein. As a result of this provision, none of the parties shall have any rights or obligations under or with respect to the Transaction Documents. 2. Fees. The Investor shall retain all fees in connection with the ---- Transaction Documents, including any structuring fees and commitment fees. IN WITNESS WHEREOF, the parties have signed and delivered this Termination Agreement on the date first set forth above. POWER2SHIP, INC. CORNELL CAPITAL PARTNERS, LP By: /s/ Richard Hersh By: Yorkville Advisors, LLC ----------------- Name: Richard Hersh Its: General Partner Title: CEO By: /s/ Mark A. Angelo ------------------ Name: Mark A. Angelo Title: Portfolio Manager