EXHIBIT 10.20

               BUSINESS ADVISORY AND CONSULTING SERVICES AGREEMENT

This Agreement made as of the 19th day of March,  2002, by and between  Tarshish
Capital  Markets a Israel  Corporation  (hereinafter  referred to as "Tarshish")
whose principal office is located at 128 Jabotinsky St. Ramat Gan, Israel 52511,
and Safe Transportation  Systems, Inc. a publicly traded Company (symbol:  SFTS)
(hereinafter  referred to as "STS"),  whose principal offices are located at 909
Lakeway Drive,  Suite 208,  Bellingham,  Washington,  USA, 98226 and whose Chief
Executive Officer is Ian Pallett .

WITNESSETH:

WHEREAS,  Tarshish  is a  private  venture  capital  consulting  firm  that  has
expertise in completing  mergers and  acquisitions,  raising funds and rendering
strategic business advice including leveraged based buyouts.

WHEREAS,  STS wishes to retain Tarshish on the terms and conditions  hereinafter
set forth;

NOW,  THEREFORE,  in consideration of the aforesaid,  it is hereby agreed by and
between the parties as follows:

                          ARTICLE I - SCOPE OF SERVICES

STS has indicated to Tarshish  that they are seeking  financing in excess of USD
$3 million  dollars  the  "Proposed  Transaction."  Tarshish  shall use its best
efforts on behalf of STS to raise such funds in a private  offering  exempt from
the  registration  requirements  of the  Securities Act of 1933, as amended (the
"Act").

                       ARTICLE II - PERIOD OF PERFORMANCE

The term of this Agreement shall  initially be for six months  commencing on the
date of the  payment of the initial  retainer.  At the  conclusion  of the sixth
month, this Agreement may be extended by the parties in writing.

                  ARTICLE III - INITIAL FEE BASED COMPENSATION

As initial compensation for the performance of the services described above, STS
will transfer to Tarshish compensation as an Initial Non-Refundable Retainer the
sum of five hundred thousand  (500,000)  Regulation S stock.  Said stock will be
restricted for one year under, Regulation S restrictions, except that such stock
will have piggy back registration rights.

                   ARTICLE IV - CONTINGENCY BASED COMPENSATION

For successfully  closing a Proposed  Transaction,  through Tarshish's  efforts,
with its direct or indirect sources,  Tarshish shall receive a success fee equal
to 13% of the cash so invested into STS or any of its  subsidiaries or projects.
Tarshish  will also be entitled to the success fee  described  above if,  within
three  years of the date of this letter (or the date of any  extension  hereof),
(i) a Proposed  Transaction  is Completed,  or (ii) STS enters into a definitive

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agreement which subsequently  results in a Proposed  Transaction,  and in either
case such  Transaction is (a) with a party or parties  introduced by Tarshish to
the  Company or (b) a  transaction  in respect to which  Tarshish  has  provided
assistance  in  structuring,   Coordinating   and/or  negotiating  the  specific
transaction.

After   Tarshish   Completes  an  initial  raise  of  USD  $1  million   dollars
($1,000,000), STS shall pay to Tarshish the additional sum of the seven thousand
dollars ($7,000) per month for Six months as and for the services listed herein.

In addition, for successfully closing a Proposed Transaction, through Tarshish's
efforts,  STS agrees to pay an equity  success fee. Such equity success fee will
be paid in the form of  Regulation S stock equal to 10% percent of the equity in
the  Proposed  Transaction.  Said stock will be  restricted  for one year under,
Regulation  S  restrictions,  except  that  such  stock  will  have  piggy  back
registration rights.

                              ARTICLE V - EXPENSES

EXPENSE  REIMBURSEMENT:  Tarshish  shall be reimbursed  for expenses as provided
herein. STS shall prepay extraordinary Travel Expenses it approves. In the event
any item on the  Expense  Reimbursement  bill  causes  STS a  problem,  then the
parties shall promptly negotiate a resolution of the matter in good faith.

Any expenditure over one thousand dollars must be approved in writing in advance
by an officer of STS. Expenses eligible for reimbursement hereunder include, but
are not  limited  to,  production,  road show  costs,  copying  and  travel  and
entertainment expenses. Outside legal, accounting and other professional service
expenses  that  Tarshish  incurs  must be approved in advance in writing and are
subject to  reimbursement as set forth in this Agreement.  Outside  consultants,
legal or accounting  services retained by STS shall be paid by STS. In the event
STS desires Tarshish to act as a placement agent for the private placement, then
in that event,  STS shall bear the costs of outside legal counsel  approving the
private placement memorandum.

                        ARTICLE VI - COMPANY INFORMATION

a. Since Tarshish must at all times rely upon the accuracy and the  completeness
of information  supplied to it by officers,  directors,  agents and employees of
STS,  in any  proceeding  or suit  which may arise  out of the  relationship  to
Tarshish,  STS agrees to indemnify and hold  Tarshish  harmless for any false or
misleading information which was provided to Tarshish by STS.

b. No party to this  agreement  shall be liable for any  damages  for failure to
perform its obligations hereunder due to any cause beyond their Control.

                          ARTICLE VIL - CONFIDENTIALITY

Each party agrees that during the course of this Agreement,  information that is
confidential  or of a  proprietary  nature may be  disclosed to the other party,
including,  but not limited to, product and business plans, software,  technical
processes and formulas,  source codes,  product designs,  sales, costs and other
unpublished   financial   information,   advertising   revenues,   usage  rates,
advertising  relationships,   projections,  and  marketing  data  ("Confidential
Information").  Each  party  shall  use  Confidential  Information  only for the
purposes contemplated by this Agreement,  and shall not disclose it to any third

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party  except  with  the  prior  written   consent  of  the  disclosing   party.
Confidential  Information shall not include information that the receiving party
can demonstrate (a) is, as of the time of its disclosure,  in the public domain,
or thereafter  becomes part of the public domain through a source other than the
receiving  party,  (b) was  known to the  receiving  party as of the time of its
disclosure, (c) is independently developed by the receiving party.

                          ARTICLE VII - INDEMNIFICATION

(a) STS agrees that it will indemnify and hold harmless Tarshish, its directors,
employees,  agents and controlling  persons (each being an "Indemnified  Party')
from and against any and all losses, claims, damages,  liabilities and expenses,
joint or several  (including all  reasonable  fees of counsel and other expenses
incurred by any Indemnified  Party in connection  with the  preparation  for, or
defense of, any claim,  action or  proceeding,  whether or not  resulting in any
liability),  to which  such  Indemnified  Party  may  become  subject  under any
applicable  federal  or state law,  or  otherwise,  caused by or arising  out of
Tarshish's  acting for STS pursuant to this agreement,  except that STS will not
be liable  hereunder to the extent that any loss,  claim,  damage,  liability or
expense is found to have resulted  primarily from  Tarshish's  negligence or bad
faith.

(b) TARSHISH. Tarshish agrees to indemnify, defend, and shall hold harmless STS,
its directors,  employees and agents, and defend any action brought against same
with respect to any claim, demand, cause of action, debt or liability, including
reasonable  attorneys' fees, to the extent that such an action arises out of the
conduct of Tarshish or any unauthorized oral or written  representation  made by
Tarshish or its agents,  employees or affiliates in connection with the offer or
sale of  securities  of STS or any  actions by  Tarshish  or any such  person in
violation of a Act or any Blue Sky law.

(c) NOTICE.  In claiming an  indemnification  hereunder,  the indemnified  party
shall promptly provide the indemnifying  party with written notice of any claim,
which the  indemnified  party  believes  falls within the scope of the foregoing
paragraphs.  The indemnified party may, at its expense, assist in the defense if
it so chooses,  provided that the indemnifying party shall control such defense,
and  all  negotiations  relative  to the  settlement  of  any  such  claim.  Any
settlement intended to bind the indemnified party shall not be final without the
indemnified party's written consent, which shall not be unreasonably withheld.

                             ARTICLE IX - ASSIGNMENT

Tarshish shall not delegate or subcontract its obligations hereunder without the
prior written consent of STS.

           ARTICLE XI - ARBITRATION/JURISDICTION OF ARBITRATION PANEL

Any controversy or claim,  including matters seeking an injunction,  arising out
of or  relating to this  Agreement  or the breach  thereof  which is not settled
between  the  signatories  themselves,   shall  be  settled  by  an  independent
arbitrator,  mutually  acceptable  to both  parties  or if  agreement  cannot be
reached,  through an arbitrator selected by the American Arbitration Association
("AAA").  Notwithstanding  any  rules of the AAA the  matter  may be heard  upon
application of a party telephonically upon two days notice for an injunction and
ten days notice  otherwise  with both parties  required to waive their  personal
appearances and appear via telephone.  It is the intention of this provision not

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to cause a party and its witnesses to be disadvantaged by having to travel great
distances  to have its cause  heard.  This  Agreement  shall in all  respects be
interpreted   and  construed  under  the  laws  of  the  District  of  Columbia.
Jurisdiction for any arbitration shall lie in the District of Columbia.

                              ARTICLE X - NOTICES.

Any notice which is required or desired under this  Agreement  shall be given in
writing  and may be sent by personal  delivery,  fax or by mail  (either  United
States mail, postage prepaid, or Federal Express or similar generally recognized
overnight  carrier),  addressed as follows  (subject to the right to designate a
different address by notice similarly given):

To: Safe Transportation Systems, Inc.,
909 Lakeway Drive, Suite 208,
Bellingham, Washington,
USA, 98226
360 527 1112 (tel)
360 527 1113 (fax)
Email: ipallett@us-sts.com

To: Tarshish
128 Jabotinsky St.
Ramat Gan, Israel 52511,
972 3 612 7275 (tel)
972 3 612 7276 (Fax)
Email: qsecure@netvision.net.il

                          ARTICLE XIII - MISCELLANEOUS

This Agreement  establishes an  "independent  contractor"  relationship  between
Tarshish and STS. Tarshish understands that STS is a publicly traded company and
that it may  occur  that  Tarshish  will  come  into  confidential  information.
Tarshish shall ensure that its employees,  agents or delegates will maintain the
confidentiality  of STS and not violate any insider  trading  rules or any other
rules of the SEC,  NASD,  or  individual  states  in their  conduct  under  this
agreement. Tarshish shall not release any press releases alluding to STS without
the express written permission of STS. Only an instrument in writing executed by
all the parties hereto may amend this  Agreement.  This  Agreement  contains the
entire agreement  between the parties with respect to the subject matter hereof.
There are no promises,  agreements,  conditions,  undertakings,  understandings,
warranties,  covenants or representations,  oral or written, express or implied,
between  them with respect to this  Agreement  or the matters  described in this
Agreement,  except  as set  forth  in this  Agreement.  Any  such  negotiations,
promises,  or  understandings  shall not be used to interpret or constitute this
Agreement.  This Agreement may be executed in counterparts  and a facsimile copy
bearing  the  signature  of a party  shall be the same  for all  purposes  as an
original.   It   supersedes   all  prior  or   contemporaneous   communications,
representations  and  agreements,  whether oral or written,  with respect to the
subject matter hereof.  No oral agreements  hereinafter made between the parties
shall be  binding on either  party  unless  reduced to writing  and signed by an
authorized officer of the party so bound.


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IN WITNESS  THEREOF,  the parties have executed this  Agreement on the dates set
forth above their respective signatures.


Date: ________________________             Date: _______________________________



I accept the terms of this Agreement.      I accept the terms of this Agreement.



------------------------------------       -------------------------------------
By:                                        By:
   Safe Transportation Systems, Inc.           Tarshish Capital Markets
          President & CEO                              President