SAFE TRANSPORTATION SYSTEMS, INC.
                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------


         This employment agreement (the "Agreement") is made and entered into as
of this 1st day of January  2001,  by and between  Safe  Transportation  System,
Inc., a Florida Corporation (the "Company"), and Ian Pallett, (the "Employee").

RECITALS

         A. The Company  desires to employ the Employee  from the date set forth
above (the "Effective Date") during the term of this Agreement,  and Employee is
willing to be  employed  by the Company  during  that  period,  on the terms and
subject to the conditions set forth in this Agreement.  In  consideration of the
mutual covenants and promises of the parties,  the Company and Employee covenant
and agree as follows:

         1.  Duties

         During the term of this  Agreement,  Employee  will be  employed by the
Company to serve as Executive  Vice  President.  The  Employee  will devote such
amount of business  time to the conduct of the business of the Company as may be
reasonably  required  to  effectively  discharge  Employee's  duties  under  the
supervision and direction of the Company's Board of Directors (the "Board").  It
is further  agreed that during the term of this  Agreement the Employee shall be
appointed to the Board of Directors of the Company.

         2.  Term of Employment

         The term of  employment of Employee by the Company will commence on the
Effective  Date and will extend  through the period ending on December 31, 2011,
(the  "Termination  Date").  Company  and  Employee  may extend the term of this
Agreement by mutual written agreement.

2.1      Termination for Cause

         Termination for cause may be effected by the Company at any time during
the  term of  this  Agreement.  No  such  termination  will  be  deemed  to be a
Termination  for Cause  unless the Company has  provided  Employee  with written
notice of what it reasonably  believes are the grounds for any  Termination  for
Cause and Employee fails to take appropriate  remedial actions during the thirty
(30) day period following receipt of such written notice.

         2.2  Termination for Death

         In the event of  Employee's  death  during the term of this  Agreement,
Employee's  employment  is to be deemed to have ceased as of the last day of the
month during which the  employees  death  occurred,  save and accept the Company
will  immediately pay to the Employees estate the balance of base salary for the
term, to December 31, 2011, of the  employment  agreement  plus,  the automobile
allowance,  accrued  salary and  incentive  compensation  to the extent  earned,
vested deferred compensation and accrued vacation pay.


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<PAGE>



         2.3  Termination for Disability

         In the event that, during the term of this Agreement,  Employee should,
in the reasonable judgment of the Board, fail to perform Employee's duties under
this   Agreement   because  of  illness  or   physical   or  mental   incapacity
("Disability"),  and such Disability  continues for a period of more than twelve
(12)  consecutive  months,  Company will have the right to terminate  Employee's
employment under this Agreement by written notification to Employee.

         In the event Employee's  employment is terminated because of Employee's
disability,  the Company  will  immediately  pay to Employee the balance of base
salary for the term, to December 31, 2011, of the employment agreement plus, the
automobile  allowance,  accrued salary and incentive  compensation to the extent
earned, vested deferred compensation and accrued vacation pay.

         2.4  Voluntary Termination

         In the event of a Voluntary  Termination,  Company will immediately pay
to Employee the balance of base salary for the term,  to December  31, 2011,  of
the employment  agreement  plus, the  automobile  allowance,  accrued salary and
incentive  compensation to the extent earned,  vested deferred  compensation and
accrued vacation pay.

         3.  Salary, Benefits, Other Compensation and Capital Exchange

         3.1  Base Salary

         As payment  for the  services to be rendered by Employee as provided in
this  Agreement,  the Company agrees to pay to Employee a "Base Salary"  payable
bi-monthly.  The gross  Base  Salary  payable  to  Employee  will  initially  be
US$120,000.00 per annum. The gross Base Salary will be subject to review January
1, 2002 and will be  adjusted  to an equal  industry  standard  of a  comparably
capitalized  and successful  undertaking as of January 1, 2002.  Said adjustment
will be no less than a ten per cent increase above  US$120,000.00 per annum. The
gross Base Salary payable will be subject to review annually  thereafter with an
increase amount of not less than 10% of the previous years gross Base Salary.

         3.2  Incentive Bonus Plans

         During the term of his employment  under this  Agreement,  the Employee
will be eligible to  participate in all qualified and  unqualified  stock option
and incentive and profit sharing plans established and promulgated by the Board.

          3.3  Benefit Plans

         During the term of  Employee's  employment  under this  Agreement,  the
Employee  shall  participate  at the Company's  expense in all employee  benefit
plans to the extent maintained by the Company,  including  (without  limitation)
full  medical,  full dental,  life,  disability,  health,  accident,  director &
officers, keyman and other insurance programs, paid vacations, and similar plans
or  programs,  subject  in  each  case to the  generally  applicable  terms  and
conditions of the plan or program in question and to the  determinations  of any
committee  administering  such plan or program.  The Employee will retain all of
Employee's  rights to benefits  that have vested under such plan,  will continue
for the term of the Agreement.


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         3.4  Vacation

         During the term of this Agreement, Employee will be entitled to six (6)
weeks paid vacation time per year. Vacation time will be limited to a maximum of
three  consecutive  weeks of vacation at any one time unless  authorized  by the
Board or an  emergency  or  family  situation.  Year two of the  agreement,  the
Employee  will be entitled  to seven (7) weeks paid  vacation  time.  Year three
through to year five of the  agreement,  the Employee  will be entitled to eight
(8) weeks paid vacation time with no restrictions.  Year six through to year ten
of the  agreement,  the  Employee  will be  entitled  to eight  (12)  weeks paid
vacation time with no restrictions

         3.5  Expenses and Automobile Allowance

         During the term of this Agreement,  Company will reimburse Employee for
Employee's  reasonable   out-of-pocket  expenses  incurred  in  connection  with
Company's business,  including travel expenses,  food, and lodging. The Employee
shall be afforded a monthly  automobile  allowance of US$750.00  per month.  The
automobile allowance payable will be subject to review annually,  with an annual
increase amount of not less than 10% of the previous years automobile allowance.

         3.6  Capital Exchange

         In  anticipation  of entering  into this  agreement  the  Employee  has
assigned all rights title and interest in and to the  technology  upon which the
company is based.  The Employee  will be issued  1,000,000  unqualified  options
without expiration, forth with, having an exercise price per share of US$1.00 in
exchange for the relinquishing of any development and proprietary  rights and/or
royalties to the anti-jackknifing system.

         5.  Confidentiality and Non-competition

         5.1  Confidentiality

         Because of Employee's employment by Company,  Employee will have access
to trade secrets and confidential  information about Company, its products,  its
customers,  and its methods of doing business (the "Confidential  Information").
During  and after the  termination  of  Employee's  employment  by the  Company,
Employee may not directly or  indirectly  disclose or use any such  Confidential
Information; provided, that Employee will not incur any liability for disclosure
of information  which (a) is required in the course of Employee's  employment by
the  Company,  (b) was  permitted  in  writing by the Board or (c) is within the
public  domain or comes  within the  public  domain  without  any breach of this
Agreement.

         6.  Miscellaneous

         6.1  Waiver

         The waiver of any breach of any  provision of this  Agreement  will not
operate  or be  construed  as a waiver of any  subsequent  breach of the same or
other provision of this Agreement.

         6.2  Entire Agreement; Modification

         Except  as  otherwise   provided  in  the  Agreement,   this  Agreement
represents  the  entire  understanding  among the  parties  with  respect to the
subject  matter of this  Agreement,  and this  Agreement  supersedes any and all
prior understandings,  agreements,  plans, and negotiations,  whether written or
oral, with respect to the subject matter hereof,  including without  limitation,
any  understandings,  agreements,  or obligations  respecting any past or future
compensation,  bonuses,  reimbursements,  or other  payments  to  Employee  from
Company. All modifications to the Agreement must be in writing and signed by the
party against whom enforcement of such modification is sought.

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<PAGE>

         6.3  Notice

         All notices and other  communications  under this  Agreement must be in
writing and must be given by personal delivery, telecopier or telegram, or first
class mail,  certified or registered with return receipt requested,  and will be
deemed to have been duly given upon  receipt if  personally  delivered,  six (6)
days after mailing, if mailed, or forty-eight (48) hours after transmission,  if
delivered by telecopier or telegram, to the respective person.

          6.4  Headings

         The Section  headings of this  Agreement are intended for reference and
may not by  themselves  determine the  construction  or  interpretation  of this
Agreement.

         6.5  Governing Law

         This  Agreement is to be governed by and construed in  accordance  with
the laws of the State of Florida or the laws of the State of Washington,  at the
sole  discretion of the  Employee.  Any  controversy  or claim arising out of or
relating  to this  Agreement,  or breach of this  Agreement  is to be settled by
arbitration in accordance with the Commercial  Arbitration Rules of the American
Arbitration  Association,  and judgment on the award rendered by the arbitrators
may be entered in any court having jurisdiction.

         6.6  Survival of Company's Obligations

         This  Agreement  will be binding  on, and inure to the  benefit of, the
executors,  administrators,  heirs,  successors,  and  assigns  of the  parties;
provided,  however,  that except as expressly  provided in this Agreement,  this
Agreement may not be assigned either by Company or by Employee.

         6.7  Counterparts

         This  Agreement  may be  executed in one or more  counterparts,  all of
which taken  together  will  constitute  one and the same  Agreement.  Facsimile
signatures shall constitute original signatures.

         6.8  Withholdings

         All sums payable to Employee  under this  Agreement  will be reduced by
all federal, state, local, and other withholdings and similar taxes and payments
required by applicable law except as provided herein to the contrary.

         6.9  Enforcement

         If any  portion  of this  Agreement  is  determined  to be  invalid  or
unenforceable,  that portion of this  Agreement  will be  adjusted,  rather than
voided, to achieve the intent of the parties under this Agreement.

         6.10  Indemnification

         The  Company  agrees  that it will  indemnify  and  hold  the  Employee
harmless to the fullest extent  permitted by applicable law from and against any
loss, cost, expense or liability  resulting from or by reason of the fact of the
Employee's  employment  hereunder,  whether  as  an  officer,  employee,  agent,
fiduciary,  director or other  official of the Company,  except to the extent of
any expenses,  costs,  judgments,  fines or settlement amounts which result from
conduct which is determined by a court of competent jurisdiction to be knowingly
fraudulent or deliberately dishonest or to constitute some other type of willful
misconduct.

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<PAGE>

         6.11 Construction of Agreement

         Each party has  reviewed  and  participated  in the  formation  of this
Agreement  and,  accordingly,  any  rule  or  construction  to the  effect  that
ambiguities be resolved  against the drafting party shall not be employed in the
interpretation of this Agreement.

         6.12  Time

         Time  is  of  the  absolute   essence  with  respect  to  the  parties'
performance of this Agreement.

         6.13  Corporate Authority

         Each  individual  executing  this  Agreement  on behalf  of each  party
represents  and warrants that he is duly  authorized to execute and deliver this
Agreement on behalf of said part, in accordance  with a duly adopted  resolution
of the Board of Directors of said party or in accordance with the bylaws of said
party, and that this Agreement is binding upon said party in accordance with its
terms.

         6.14  Cooperation

         The Parties hereby agree to cooperate,  execute and deliver any and all
documents reasonably deemed necessary to effectuate the intent and the terms and
conditions of this  Agreement.  Each party  reciprocally  agrees to promptly and
duly execute and deliver to the other such further  documents and assurances and
take such  further  action as may from time to time be  reasonably  requested in
order to more effectively carry out the intent and purpose of this Agreement and
to  establish  and  protect  the rights and  remedies  created or intended to be
created in favor of the other party hereunder.

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


WITNESS                                    EMPLOYEE



/s/ Roy Long Jr.                         /s/ Ian Pallett
-------------------                      -----------------
    G. Roy Long Jr.                          IAN PALLETT
    Director




                                                    EMPLOYER


                                         /s/ James B. Long
                                         ----------------------------
                                         JAMES B. LONG, President & CEO
                                         Safe Transportation System, Inc.