AIRPORT INDUSTRIAL PARKLEASE

         THIS LEASE is made and entered into this_________ day of ______________
2000,  by  and  between  the  PORT  OF  BELLINGHAM,   a  municipal  corporation,
hereinafter  called LESSOR,  and SAFE  TRANSPORTATION  SYSTEMS,  INC., a Florida
corporation, hereinafter called LESSEE,

                                    ARTICLE I

                                    Recitals

         1.1  PRELIMINARY  STATEMENT:  The Lessor is the owner of  certain  real
property and Improvements  located within the area commonly known as the AIRPORT
INDUSTRIAL  PARK,  and the  Lessee  desires  to lease  said  real  property  and
improvements  located  thereon  for the  purposes  of  conducting  Its  business
operations.

1.2     EXHIBITS:

        Exhibit "A"           Legal  Description  of the  Property  in which the
                              Premises  are  located -- Lease #25 of the Airport
                              Binding Site Plan

        Exhibit "B"           Sketch of Premises

        Exhibit "C"           To be attached in  accordance  with Section  2.1.2
                              herein.

        Exhibit "D"           General   Description  of  Tenant  Improvents  And
                              Estimated Cost

        Exhibit "E"           Final Cost of Tenant Improvements

         All of the above  described  exhibits  are attached to this lease an by
this reference are made a part hereof.

                                   ARTICLE II

                           Premisses, Terms, Renewals

         2.1  PREMISES:  Lessor,  in  consideration  of the  rents  hereinafter
reserved and of the covenants and conditions herein set forth to be performed by
Lessee, does


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hereby  demise  and  let  unto  Lessee,  a  portion  of the  real  property  and
Improvements  decribed in Exhibit "A" and "B" above and commonly  referred to as
the oact cido of the  International  Trade  Building,  containing  approximately
29,829  square  feet,  described  as Lease #25 of the  Bellingham  International
Airport Binding Site Plan (hereinafter "Premises").

         2.1.1  Upon  execution  of this  Lease,  the Lessor  shall  cause to be
prepared a binding site plan creating the exact Premises.  The Lessee shall bear
the  cost  of  the  preparation,   filing  and  recordation  of  the  Bellingham
International Airport Binding Site Plan.

         2.1.2 The parties understand that the Bellingham  International Airport
Binding site plan has not, as of the dalo huroof, been approved by the County of
Whatcom.  The parties further  understand and agree that at the the binding Site
Plan is approved and  recorded  the auditors  file number will then be noted and
attached  hereto as Exhibit "C". The parties  further agree that the fact that a
Binding Site Plan creating the exact Premises has not yet been prepared will not
effect the validity of this Lease.

         2.2 TERM AND  COMMENCEMENT DATE:  The term of this lease shall be for
FIVE (5) years beginning December 1, 2000.

         2.3 RENEWAL:  Provided the 1ease is in good standing. I _______________
have the right to renew this lease for three (3) consecutive  five-year periods
by giving written notice of such intention to Lessor at least one-hundred twenty
(120) days  prior to the  expiration  of the term of this  lease or any  renewal
thereof.

                                   ARTICLE III

                       Compensation, Rental Renegotiation,
                         Arbitration and Performance Bond

         3.1 RENT- As monthly  rent,  Lessee shall pay to Lessor in U.S.  funds,
the sum of the following:

                   a.  Building rent              $  14,019.63, and;
                   b.  Tenant improvement rent    $   1,094.22

All rental payments, plus applicable state leasehold tax, are to be made monthly
in advance on or before the lst day of each  month  beginning  March 1, 2001.  A
late charge of 1% per month will be assessed against past due amounts.


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         3.1.1 There shall be no rent due or  collected  for the first three (3)
months of the Lease.  Such three (3) month period  shall begin  December 1, 2000
and shall end February 26. 2001,  However,  the Lessee shall be responsible  for
the payment of all app1icable State leasehold tax during the no rent period.  In
addition,  tho no rent period  shall not apply to the rent  attributable  to the
tenant Improvements.

         3.2 TENANT IMPROVEMENTS:  The list of tenant improvements  requested by
the Lessee is attached  hereto as Exhibit  "D".  The Lessor  estimates  that the
tenant   improvements  will  cost   approximately   $51,500.00  plus  applicable
Washington  state  sales tax.  The  portion of the rent  attributable  to tenant
improvements  is calculated  using this estimate,  amortized over five (5) years
with a rate or return to the lessor of ten (10%) per annum.

         3.2.1  Upon  completion  of the tenant  improvements  by the Lessor the
actual  costs shall be attached  hereto as Exhibit  "E".  The actual cost of the
tenant Improvements, as contained in Exhibit "E", shall be used to calculate the
actual tenant  Improvement  rent assuming  amortization  of the actual cost over
five (5) years  with a rate of return  to  Lessor  of ten (10%) per  annum.  The
recalculation  of the  monthly  rent as  provided  herein  shall not  effect the
validity of this Lease.

         3.3 RENTAL  RENEGOTIATION:  Should Lessee renew said lease  pursuant to
Section 2.3 herein,  rent for the  premises  (including  the value of the tenant
improvements)  shall be subject to adjustment.  The parties agree to renegotiate
the amount of rent  payable  to Lessor  every  five  years,  and to agree on the
amount at least ninety (90) days prior to the  commencement  of each  succeeding
five (5) year period, (hereinafter "Rental Renegotiation Deadline"). In no event
will the rent payable by Lessee be less than the original rent for the preceding
lease year.

         3.4 ARBITRATION:  If the parties cannot agree on an adjustment of rent,
then the parties shall select an  arbitrator  within ten (10) days of the Rental
Renegotiation Deadline. If the parties cannot agree on an arbitrator within this
time,  either  party may apply to the  Superior  Court of Whatcom  County for an
order appointing an arbitrator.  The Court shall select an arbitrator, who shall
render his/her decision no later than 60 days after his/her appointment.  If the
arbitrator requests a hearing prior to rendering his/her decision,  such hearing
shall be hold within 30 days of the arbitrator's  appointment.  The Arbitrator's
decision  shall be binding  on both  parties.  Each  party  shall bear their own
expenses associated with the arbitration.

         Notwithstanding  the  foregoing,  the Lessee may  exercise the right to
arbitration  only if Lessee is not in default with respect to any rental payment
or other  covenant  or  condition  of the lease.  Furthermore,  arbitration,  in
accordance with the above  procedure,  does not relieve Lessee of its obligation
to continue paying rent during the arbitrator's decision making period.

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         3.5 PERFORMANCE BOND: In compliance with the requirements of State law,
Lessee agrees that it will secure the performance of the rental portion of this
lease by a good and sufficient bond, or equal surety, satisfactory to Lessor in
an amount not less than:

         a.  thirty three percent (33%) of the sum of annual rent, And:
         b.  100% of the  estimated cost of the tenant improvements as contained
             in Exhibit "D".

plus State  leasehold  tax on the  entire  amount.  Such bond shall be  obtained
within  fourteen  (14) days of  execution of this lease.  Lessee  shall  forward
evidence of such bond to Lessor within  fourteen (14) of execution of the lease.
Failure to comply with the requirements shall be grounds for termination of this
lease without notice to the lessor. Said bond shall comply with the requirements
of Washington law and shall be kept always in effect. In the event of failure to
keep such bond in full force and affect,  this lease may be canceled upon thirty
(30) days written notice to Lessee.

                                   ARTICLE IV

              Use of Premises. Condition of Property, improvemants,
  Removal of Property, Maintenance, Utilities, Federal Aviation Fiiauir,ernoni
                           Fire Protection and Parking

         4.1 LESSEE'S USE OF PREMISES;  lessee shall only conduct the  following
activity on the leased premises;  CORPORATE HEADQUARTERS FOR [illegable] OF SAFE
TRANSPORTATION  SYSTEMS.  Failure of Lessee to perform  this type of business or
cessation  of such  services,  for any  period  of time  exceeding  30 days,  or
carrying on other  activities  without first obtaining a validly  executed lease
modification in compliance with the applicable  provisions of this Lease,  shall
constitute  default  under  the  terms of this  Lease.  In the  conduct  of this
activity,  Lessee  agrees to properly  and fairly  serve the  public,  providing
reasonable hours of operation,  suitable services, and tariff charges In keeping
with recognized standards of the trade. Failure of Lessee to so serve the public
for a period of 31 consecutive days or more shall be considered a breach of this
clause and thereby  constitute a cause of default.  It is further understood and
agreed the leased  premises shall not be used to store,  distribute or otherwise
handle flammable or dangerous materials.

         4.2  CONSTRUCTION  OF TENANT IMPROVEMENTS:  Upon  execution of this
lease and the posting of the performance  bond as required  herein,  the lessor
shall construct the tenant  improvements  as generally  described in Exhibit "D"


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attached hereto.  The Lessor shall work diligently and expeditiously to complete
the tenant improvements described in Exhibit "D". Such tenant improvements shall
remain the property of the Lessor.

         4.3  CONDITION  OF  PROPERTY:  Except for the  Lessor's  obligation  to
construct,  in a good  and  workmanlikee  manner,  the  tenant  improvements  as
described on Exhibit "D", the Lessee accepts the leased premises "as is" without
further  maintenance  liability on the part of the Lessor, and is not relying an
any  representationss  of Lessor as to condition or usability,  except  Lessor's
right to grant a lease of the property.

         4.4  IMPROVEMENTS  BY LESSEE:  Type  Permitted  , Subject to  obtaining
written approval as hereafter described,  Lessee may make and install at its own
[illedgable] in connoction With the activity  described in Section 4.1. Lessee's
contractor,  if any,  shall be subject to Lessor's  approval,  not  unreasonably
withheld,  Lessor  reserves the right to condition  its approval upon the Lessee
providing  satisfactory  payment and/or performance  bonds.  Lessee shall submit
plans  to  and  obtain  written  approval  from  Lessor  before  commencing  any
improvements.  All  Improvements by Lessee shall conform to the  requirements of
the  Americans  With  Disabilities  Act,  42 USC  12111  et seq and  the  Rules,
Regulations and Minimum Standards for the Bellingham International Airport.

         4.4.1  Disposition of  Improvements at end of Lease - Lessee shall have
the right to remove all equipment,  personal property and improvements which are
not fixtures,  which may have been placed upon the premises by itself during the
period of this lease  providing  that the same are  removed  before the lease is
terminated  and  that the  lease  is in good  standing.  Any  Improvements,  not
removedd  from the premises by the  conclusion  of the lease shall,  at Lessor's
option,  revert  to  Lessor,  Leased  premises  will be  restored  by  Lessee to
conditions  prevailing  at the time of  initiation  of the  lease,  normal  wear
excepted,  All  improvements  which are to be  designated  fixtures  shall be so
designated by Lessor upon Lessor's approval of the plans for such Improvements.

         4.5 REMOVAL OF PROPERTY:  If Lessee fails to remove any of its personal
property from the premises or the building at the  termination  of this lease or
when Lessor has the right of  re-entry,  Lessor  may, at its option,  remove and
store said property without  liability for loss thereof or damage thereto,  such
storage to be for the account and at the expense of Lessee.  If Lessee  fails to
pay the storage costs after thirty (30) days or more, Lessor may, at its option,
sell any or all of such  property at public or private  sale, in such manner and
at  such  times  and  places  as  Lessor,  in  its  sale  discretion,  may  deem
appropriate,  without notice to Lessee, and shall apply the proceeds of the sale
first to the costs of the sale, including attorney's fees, second to the storage
costs, third to the payment of any amounts then or thereafter due to Lessor from
Lessee under this lease. The balance, if any, shall be returned to Lessee.

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         4.8 MAINTENANCE OF FACILITIES:  Maintenance of the leased  Promises and
all Improvements thereon is the responsibility of Lessee.

         4.7 UTILITIES:  Lessee will arrange and pay for all utility connections
and services and distribution of such utilities  within its leased premises.  At
the conclusion of this lease,  Lessee shall arrange for such utility services to
be  terminated  and for the final  bill to be sent to  Lessee.  Lessee  shall be
liable for all utility charges that accrue If it falls to so terminate services.

         4.8 FEDERAL  AVIATION  REQUIREMENTS:  The Lessee agrees that its use of
the premises will be accomplished in accordance with the following covenants:

         4.8.1  Lessee  shall  prevent  any  use of  the  premises  which  would
interfere with landing or taking off of aircraft at the Bellingham International
Airport, or otherwise constitute an airport hazard.

         4.8.2 Lessee shall  prevent any  operation on the premises  which would
produce  electromagnetic  radiations of a nature which would cause  interference
with any air  navigational  or  communications  aid now or in the  future  to be
installed to serve the Bellingham  International  Airport, or which would create
any  interfering or confusing  light or cause any  restrictions to visibility at
the airport.

         4.8.3  lessor  retains  the public  right of flight for the  passage of
aircraft  in  the  airspace  above  the  surface  of the  premises  hereinbefore
described,  together with the right to cause in said airspace such ,noise as may
be  inherent in the  operation  of  aircraft,  now known or  hereafter  used for
navigation  of or  flight in said  airspace,  and for use of said  airspace  for
landing  on,  taking  off  from or  operating  on the  Bellingham  International
Airport.

         4.8.4 Lessee  understands that it is the policy of the U.S.  Department
of Transportation that minority business  enterprises as defined in 48 CFR, Part
28, shall have the maximum opportunity to participate in the performance of this
lease as defined in 49 CFR,  Section 23.5, and that this agreement is subject to
49 CFR, Part 23, as  applicable.  Lessee hereby  assures that no person shall be
excluded   from   participation   in,  denied  the  benefits  of,  or  otherwise
discriminated  against in  connection  with 49 CFR,  Part 23, on the  grounds of
race, color, national origin, or sex.

         4.9 FIRE  PROTECTION:  The  Lessee  understands  that the Lessor has no
responsibility to provide fire protection for the Lessee's  buildings,  property
or equipment  located in or upon the leased premises,  It shall be the exclusive
responsibility  of the Lessee to provide for its own fire protection,  including
but not limited to, promptly paying all fire district  service charges when due.
In this regard,  the Lessee  understands that it is the Lessee's  responsibility

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and duty to  include  the value of its  buildings,  property  and  equipment  to
appropriate  County authorities for personal property tax purposes through which
fire district  service charges are paid.  Failure of the Lessee to [illedgable].
The  Leassee  shall  promptly  provide  the Lessor  with a copy of its  personal
property  daclaration  within seven (7) days from the time such  doclaration  is
made to the Whatcom County Assessor.

         4.10  PARKING:  The Lessor and Lessee shall  cooporate in good faith to
accomodate [illedgable] International Trade Building.

                                    ARTICLE V

                            Miscellaneous Provisions

         5.1  INSURANCE:  The parties  herto agree that the Lessor  shall not be
responsible  to the Lessee for any property  loss or damage done to the Lessee's
property,  [illedgable].  It shall be the Lossee's responsibility to provide its
own  protection  against  [illedgable]  losses  of  whatsoever  kind or  nature,
regardless of whether or not such loss is occasioned by the acts or omissions of
the Lessor, Lessee, third party, or act of nature.

         5.1.1  [illedgable]  existence  of this clause,  carry a  comprehensive
general liability insurance policy,  naming both parties hereto as insured, with
a bodily injury  amount of not less than  $500,000  aggregate per person and per
accident.  Lessee shall provide evidence of such insurance to Lessor. The lessor
believes [illedgable] .occurrences,  whether occasioned by the presence upon the
leasehold or upon Lessor's property, negligence of willful conduct of either the
lessor, or lessee holding under the Lessee herin,  regardless of who the Injured
party may be.

         5.2 LESSEE  WILL  OBTAIN  PERMITS: [illedgable].

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         5.3 LIENS: Lessee agrees to keep the property described herein free and
clear of all liens and charges whatsoever. Lessee shall not allow any mechanic's
or other liens to be placed upon the leased  premises.  If such a lien is placed
of record, Loccoo shall cause it to be discharged of record, at its own expence,
within ten (10) days of Lessor's demand,  Failure to comply with Lessor's demand
within 10 days shall be a default under the terms of this Lease.

         5.4 INDEMNIFICATION  AND HOLD HARMLESS:  The Lessee agrees that it will
protect,  save,  defend,  hold harmless and indemnify the Lessor,  its officers,
employees and agents from any and all demands,  claims,  judgments, or liability
for  loss or  damage  arising  as a  result  of  accidents,  injuries,  or other
occurrences,  occasioned  by either  the  negligent  or  willful  conduct of the
Lessee, Its agents or any person or entity holding under the Lessee or any party
person or entity on the  leasehold  or on this  Lessors  property as a result of
Lessee's activity, regardless of who the injured party may be,

         5.4.1 Lessee shall  indemnify and hold lessor harmless from any and all
claims,  demands,  judgments,   orders,  or  damages  resulting  from  hazardous
substances  on the  leasehold  caused in whole or in part by the activity of the
Lessee. Its agents,  subtenants, or any rather person or entity on the leasehold
during  any  period of time that  Lessee  has  occupied  all or a portion of the
leasehold  during the term of the lease.  It is the Intent of the  parties  that
Lessee shall be  responsible  and shall hold Lessor  harmless from any hazardous
substances  that have or may occur on the leasehold  since Lessee  [illedgable].
The term  "hazardous  substances",  as used  herein,  shall  mean any  substance
heretofore or hereafter designated as hazardous under the Resource  Conservation
and Recovery Aot, [illedgable]. the comprehensivs [illedgable]; or the Hazardous
Waste Cleanup-Model Toxic Control Act, RCW 70.1O5D all as amended and subjcot to
all regulations promulgated thereunder.

         5.5 LAWS AND REGULATIONS:  LESSEE agrees to conform to and abide by all
lawful rules,  codes,  laws and  regulations in connection  with Its use of said
premises and the constrction of improvements and oparatron of Lessee's  business
thereon and not to permit said  premises to be used in  violation  of any lawful
rule, code, law, regulation or other authority.

         5.5.1 The Lessor's obligations [illedgable].

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         5.6 WASTE AND REFUSE:  Lessee  agrees not to allow  conditions of waste
and refuse to exist on the above described  promises and to keep the promises in
a neat, clean and orderly condition and to be responsible for all damages reused
to the leased premises by Lessee, his agents or any third party on the premises.

         5.7  TAXES AND  ASSESSMENTS:  Lessee  agrees to pay all taxes  assessed
against the leasehold  interest and a prorata share of assessments  made against
property for  installation  of public utility  systems,  based upon a reasonable
sharing program among all properties served by the same utility.

         5.8 SIGNS: No signs shall by installed  without the written  permission
of Lessor.

         5.9 EQUAL OPPORTUNITY:  Lessee agrees that in the conduct of activities
on the leased  premises It will be an equal  opportunity  employer in accordance
with Title VI of the 1964 Civil Rights Act and will comply with all requirements
of the Americans With Disabilities Act of 1990.

         5.10  LITIGATION:  In the  event  Lessor  shall  be made a party to any
litigation  commenced by or against Lessee, then Lessee agrees to pay all costs,
expert  witness fees,  and  attorney's  fees,  including all customary  charges,
incurred by Lessor in connection  with such  litigation.  However,  if Lessor is
made a party defendant and Lessee undertakes the defense of the action on behalf
of Lessor,  then no obligation for costs and attorney's  fees will be chargeable
against Lessee by Lessor for costs arising out of such undertaking,  Lessee also
agrees to pay all costs and attorney's  fees incurred by Lessor In enforcing any
of the covenants, agreements, terms and provisions of this lease,

         5.10.1  Notwithstanding  the above  paragraph,  Lessor and Lessee agree
that in any litigation between them reasonable  attorney fees and costs shall be
awarded only to the prevailing party,

         5.11 ASIGNMENT OF LEASE: Lessee shall not assign, rentl or sublease any
portions  of this lease or any  extension  thereof,  without  the prior  written
consent of Lessor and no rights  hereunder or in or to said premises  shall pass
by  operation  of  law  or  other   judicial   process  or  through   insolvency
proceedings.[illedgable]  successors,  representatives and assigns
as the  case  may be.  Lessee  will  furnish  Lessor  with  [illedgable].

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assignment  made by the Lessee for the  purposes  of  obtaining  a loan or other
consideration  from a third party,  then the Lessor's  consent  shall be made in
accordance  with the  Consent to  Assignment  document  used by Lessor for these
specific  assignments.  A copy of this  consent  form will be provided by Lessor
upon request of the Lessee.

         5.11.1 If Lessor  refuses to consent to an  assignment,  Lessee's  sole
remedy shall be the right to bring a  declaratory  action to  determine  whether
Lessor was entitled to refuse such assignment under the terms of this lease.

         5.11.2 A minimum  handling and transfer fee of THREE HUNDRED and NO/100
DOLLARS ($300.00) shall be payable by Lessee to Lessor should a lease assignment
or subletting transpire.  The Lessor reserves the right to increase the transfer
fee to  Five  Hundred  Dollars  ($500.00)  if in  Lessor's  sole  judgement  the
transaction  necessitates the expenditure of substantial time and expense on the
part of the Lessor.

         5.12 REIMBURSEMENT FOR EXPENSES:  Should the Lessee seek to assign this
lease to any creditor as security for a loan or forbearance  from such creditor,
or attempt to otherwise assign,  sublease,  or modify this agreement between the
parties  during the term of this lease or any renewal  thereof,  then the Lessee
agrees to reimburse the Lessor for all customary  and  reasonable  attorney fees
paid by the Lessor for the review  and  opinion of such  attorney  acting on the
request.  A failure to  reimburse  the Lessor  within 60 days of the  mailing of
notice of such charges shall constitute a default under the terms of this lease.
Notwithstanding  anything  to the  contrary  herein,  the  Lessee  shall  not be
obligated to reimburse the Lessor in any case where an assignment,  sublease, or
modification is not  accomplished due to total refusal on the part of the Lessor
to grant Its consent to the request.

         5.13  TERMINATION:  Upon  termination  of this  lease or any  extension
thereof,  whether by expiration of the stated term or sooner termination thereon
as herein provided,  Lessee will surrender to Lessor said premises peaceably and
quietly and in the same  condition in which they existed  prior to possession by
Lessee.

         5.14 DEFAULT:  Failure to pay rent by the first day of each month shall
constitute a default under the terms of this lease. If default in the payment of
rent occurs,  then at Lessor's sole option,  upon ten (10) days written  notice,
this lease may be  terminated  and Lessor may enter upon and take  possession of
said  property.  This remedy is in addition to and is not exclusive of any other
remedies provided either by this lease or by law.

         if Lessee  shall fail to perform any term or  condition  of this lease,
other than the payment of rent, then Lessor,  upon providing  Lessee thirty (30)
days written notice of such default, may terminate this lease and enter upon and
take  possession  of the  property.  This  remedy is in  addition  to and is not
exclusive of any other remedies provided either by this lease or by law.

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         If within any one year  period,  Lessor  serves  upon the Lessee  three
notices  requiring Lessee to comply with the terms of the lease or to vacate the
leased premises,  then Lessee shall, upon a subsequent  violation of any term of
this lease by the  Lessee,  be deemed to be in unlawful  detainer,  and the Part
may, in addition to any other  remedies it may have,  immediately  terminate the
lease and/or  commence an unlawful  detainer  action  without  further notice to
Lessee.

         5.14.1 The following shall also  constitute  default under the terms of
this lease:  Insolvency  of Lessee;  an  assignment by Lessee for the benefit of
creditors;  the  filing by Lessee of a  voluntary  petition  in  bankruptcy;  an
adjudication  that Lessee Is bankrupt  or the  appointment  of a receiver of the
properties of Lessee;  the filing of an  involuntary  petition of bankruptcy and
failure of Lessee to secure a dismissal of the petition  within thirty (30) days
after  filing;  attachment  of or the  levying  of  execution  on the  leasehold
Interest; and failure of Losses to secure discharge of the attachment or release
of the levy of execution within ten r<10) days.

         5.15 NON WAIVER:  Neither the  acceptance  of rent nor any other act or
omission of Lessor  after a default by Lessee  shall  operate as a waiver of any
past or future default by Lessee, or to deprive Lessor of its right to terminate
this lease, or be construed to prevent Lessor from promptly exercising any other
right or remedy it has under this lease.

         5.16  NOTICES:  Any  notice,  demand,  request,  consent,  approval  or
communication  that  either  party  desires or is  required to give to the other
party  shall be in writing  addressed  to the other  party at the  addresses  as
follows:

         TO LESSOR:     PORT OF BELLINGHAM
                        1801 ROEDER AVENUE
                        P.O. 80X 1677
                        BELLINGHAM, WASHINGTON 98227-1677

         TO LESSEE:     SAFE TRANSPORTATION SYSTEMS, INC.
                        3873 AIRPORT WAY, SUITE B
                        BELLINGHAM, WASHINGTON 98226

or such address as may have been  specified by notifying  the other party of the
change of address,  Notice shall be deemed served on the date of actual delivery
or the first  attempted  delivery as shown on the return  receipt if mailed with
the United States Postal Service by certified mail, return receipt requested.

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         5.17 AGENT FOR  SERVICIE:  Lessee agrees that, if Lessee is in unlawful
datainer  pursuant to RCW 59.12,  and Lessor is unable to serve  Lessee with the
unlawful  detainer  pleadings  after one  service  attempt,  then Lessor will be
deemed to have complied with the service  requirements  of ROW 59.12 if it mails
such pleadings via certified mail to the address set forth in the notice section
of this lease and posts such  pleadings in a conspicuous  location on the leased
premises. Service shall be deemed complete on the third day following the day of
posting or day of mailing, whichever is later.

         5.18 QUIET ENJOYMENT:  Lessor acknowledges that it has ownership of the
property heretofore  described and that it has the legal authority to lease said
property unto Lessee.  Lessor  covenants that Lessee's right of occupancy  shall
not be disturbed during the term of this lease so long as the terms are complied
with by Lessee and subject to that clause in this lease  dealing  with the right
of Lessor to enter upon the leased promises.

         5.19 LESSOR MAY ENTER PRE MISES:  It is agreed that the duly authorized
officers or agents of Lessor may enter to view said  premises at any time and if
the  business or normal  function of Lessor  should at any time  require that it
enter upon the premises to perform any work or make any improvements,  It may do
so, but not in such manner as to materially  injure Lessee or interfere with its
normal and usual operation.

         5.19.1 The Lessor  reserves the right to grant easements and other land
uses on the  premises to others when the easement or other land uses applied for
will not  unduly  interfere  with the use to which  the  Lessee is  putting  the
premises,  or interfere  unduly with the approved  plan of  development  for the
premises.  No  easement  or other land uses  shall be granted to third  parties,
until damages to the leaseholder have been dealt with  appropriately,  or waiver
signed by the Lessee.

         5.20 TIME:  Tt is mutually  agreed and  understood  that time is of the
essence  of this lease and that a waiver of any  default of Lessee  shall not be
construed as a waiver of any other default.

         5.21 INTERPRETATION::  In any dispute between the parties, the language
of this lease shall in all cases be construed  as a whole  according to its fair
meaning and not for or against either the Lessor or the Lessee. If any provision
Is found to be ambiguous, the language shall not be construed against either the
Lessor or Lessee  solely on the basis of which party drafted the  provision.  If
any word, clause, sentence, or combination thereof for any reason Is declared by
a court of law or equity to be invalid or unenforceable against one party or the
other, then such finding shall in no way affect the remaining provisions of this
lease agreement.

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         5.22 HOLDING OVER: If the Lessee remains In possession of said promises
after the date of  expiration  of this lease,  with the  written  consent of the
Lessor,  it Is  hereby  agreed  and  understood  that  until  such time as a new
agreement in writing shall be entered into between the parties  thereto,  Lessee
shall  continue to make payments to Lessor on a month to month basis as provided
for in this Lease.  Said  holding  over shall be subject to all of the terms and
conditions  of this lease.  Said  holdover  tenancy may be  terminated by either
party at the and of any such monthly  period by sending  written notice not less
than five (5) days before the end of such  period.  Said  holding  over shall be
subject to approval of Lessor,

         5.23 RIGHT OF FIRST REFSUAL - IS BUILDING: The Premises is a portion of
the Lessor's  ITS  Building,  The balance of the ITB  Buildinq is  approximately
30,000  square feet.  That area is currently  leased to another  tenant.  In the
event that the other tenant terminates Its lease (and any renewals thereto) with
the Lessor, the Lessor shall notify Lessee (as provided herein) of the vacation.
After Lessor has provided notice as provided herein, the Lessee shall have sixty
(6O) days to notify the Lessor  that it desires to lease the  balance of the ITS
Building. If the Lessor is so notified,  the Lessor shall prepare a modification
to this Lease which adds the balance of the ITS Building to this Lease,  adjusts
the monthly rent to reflect the increased  square footage and adjusts the amount
of the performance bond required.

         5.24 OPTION TO  PURCHASE  ITB  BUILDING:  The Lessor  hereby  grants to
Lessee the option to purchase the ITS Building and all Lessor owned improvements
on the  premises for its fair market  value as  determined  by not less than the
average of two MAI  appraisals.  The option shall  extend from the  Commencement
Date of the Lease for a period of five  years.  The  exercise  of the  option is
subject to the following conditions precedent:

         a. The decision of the  commission of the Port of Bellingham to declare
the ITS Building  surplus to the needs of the Lessor.  That decision shall be in
the sole discretion of the commission of the Part of Bellingham,  Nothing herein
shall be construed as to require the commission to surplus the ITS Building.

         b.  The  approval  of  the  Federal  Aviation  Administration  (or  its
successor organization), If required.

         c, Any and all leases  and/or  rental  agreements  In place for the ITS
Building.

         5.24.1 The Lessor  shall  notify the Lessee  that it intends to declare
the ITS Building surplus.  Thereafter, the Lessee shall have thirty (30) days to
notify the Lessor that it intends to exercise the option.  in the event that the
Lessee so  notifies  the Lessor of its intent to exercise  the option,  then the
Lessor and the Lessee shall each select an MAI appraiser who regularly  performs
services in Whatcom County,  Washington.  The appraisers  shall be instructed to
appraise the value of the real  property only and the value of all of the Lessor
owned  improvements  on the  premises.  Not  less  than the  average  of the two
appraisals  shall  determine  the fair market value of the real property and the
fair market value of the 1TS Building and all Lessor owned  improvements  on the
Premises.

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         5.24.2  Subject to approval of the  commission  decision to surplus the
ITS Building and the acceptance of the purchase price by the Lessee,  the lessor
shall sell the 1TS Building and all Lessor owned Improvements on the Promises to
the Lessee for the fair  market  value as  determined  by the average of the two
appraisals.  The Lessor shall lease the  underlying  real property to the Lessee
for a term of not less than forty  (40) years at a rate that is then  determined
by applying the Lessor's lease rate of return policies then in effect. The lease
shall provide for a renegotiation of the rent every five years.

         5.24.3 The ITS Building and all Lessor owned improvements thereon shall
be sold by the Lessor to the Lessee via statutory  warranty deed "as is(degree)"
"where is" without warranty of any kind.  Further,  the sale shall be subject to
all leases then In effect.

         5.24.4 Each party shall bear the cost of its  selected  appraiser.  The
parties  shall split  equally the cost of escrow  services  and the Lessor shall
purchase  a  standard  policy  of  title  insurance  far the real  property  and
improvements  located  thereon.  The Lessee  shall be  responsible  for any real
estate excise taxes occasioned by this transaction.

         5.25  RELOCATION TO OTHER LESSOR  FACILITY:  It Is  anticipated  by the
Lessee that it may outgrow the Premises provided for herein.  Further, it is the
intent of the parties to negotiate in good faith Lessor's potential construction
of a new facility to accommodate Lessee's expansion needs. Such new construction
shall be at the sole discretion of the commission of the Port of Bellingham.  In
the event that the Lessee relocates to another Lessor owned facility  (including
a facility  constructed  by Losses on Lessor  owned  land) then this Lease shall
automatically  terminate  subject to the  Lessor's  right to  collect  the total
amount of the cost of the tenant improvements from the Lessee.

         5.28  SURVIVAL:  All  obligations  of the Lessee as provided for in the
lease shall not cease upon the  termination  of this Lease and shall continue as
obligations  until fully  performed.  All  clauses of this Lease  which  require
performance  beyond the termination  date shall survive the termination  date of
this Lease.

         5.27 ENTIRE  AGREEMENT:  This lease contains all of the  understandings
between the parties. Each party represents that no promises,  representations or
commitments  have been made by,  the other as a basis far this  agreement  which
have not been reduced to writing  herein.  No oral  promises or  representations
shall be binding  upon either  party,  whether made in the past or to be made in
the future,  unless such promises or  representations  are reduced to writing in
the form of a  modification  to this lease  executed  with all  necessary  legal
formalities by the commission of the Port of Bellingham.

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         5.28  FACSIMILE  TRANSMISSION  This  agreement  may be  executed by the
parties and transmitted by facsimile and, if so executed and  transmitted,  this
agreement  will be for all purposes as effective as if the parties had delivered
an executed original agreement,

         5.29 VALIDATION:  IN WITNESS WHEREOF, Lessor has caused this instrument
to be signed by its President and Secretary by authority of the Port  Commission
of the Port of Bellingham,  and this  instrument has been signed and executed by
Lessee, the day and year first above written.

SAFE TRANSPORTATION SYSTEMS, INC. PORT OF BELLINGHAM

[Signatures]

[Illedgable]                            [Illedgable]
------------                            ------------
President                               President



[Illedgable]                            [Illedgable]
------------                            ------------
V.P., Finance                           Secretary
               LESSEE                                  LESSOR

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