EXHIBIT 10.11
                                  -------------

                                ESCROW AGREEMENT
                                ----------------

     THIS ESCROW  AGREEMENT  (this  "AGREEMENT")  is made and entered into as of
September ___, 2001, by SAFE TRANSPORTATION SYSTEMS, INC., a Florida corporation
(the "Company"); YORKVILLE ADVISORS MANAGEMENT LLC, a Delaware limited liability
company (the  "CONSULTANT");  and FIRST UNION NATIONAL BANK, a national  banking
association, as Escrow Agent hereunder (the "ESCROW AGENT").

                                   BACKGROUND
                                   ----------

     WHEREAS,  the Company and the  Consultant  have  entered  into a Consulting
Agreement (the "CONSULTING AGREEMENT"), dated as of the date hereof, pursuant to
which the Company  proposes to sell  convertible  debentures  (the  "CONVERTIBLE
DEBENTURES")  which shall be convertible  into the Company's  Common Stock,  par
value $.001 per share (the  "COMMON  STOCK"),  at a price per share equal to the
Purchase  Price,  as that term is defined in the Securities  Purchase  Agreement
dated the date hereof  between the Company and the Investors  named therein (the
"PURCHASE  AGREEMENT").  The  Securities  Purchase  Agreement  provides that the
Investors shall deposit the purchase amount in a segregated escrow account to be
held by Escrow Agent in order to effectuate a  disbursement  to the Company at a
closing  to be held as set  forth  in the  Securities  Purchase  Agreement  (the
"CLOSING").

     WHEREAS,   the  Company  intends  to  sell   Convertible   Securities  (the
"OFFERING").

     WHEREAS,  Escrow Agent has agreed to accept,  hold,  and disburse the funds
deposited with it in accordance with the terms of this Agreement.

     WHEREAS,  in order to  establish  the  escrow of funds  and to  effect  the
provisions of the Securities Purchase Agreement, the parties hereto have entered
into this Agreement.

     NOW THEREFORE,  in consideration  of the foregoing,  it is hereby agreed as
follows:

     1.    Definitions.  The following  terms shall have the following  meanings
when used herein:

           a.   "ESCROW FUNDS" shall mean the funds  deposited with Escrow Agent
pursuant to this Agreement.

           b.   "JOINT  WRITTEN   DIRECTION"  shall  mean  a  written  direction
executed by the  Consultant and the Company  directing  Escrow Agent to disburse
all or a portion  of the  Escrow  Funds or to take or  refrain  from  taking any
action pursuant to this Agreement.

           c.   "Escrow  Period"  shall  begin  with  the  commencement  of  the
Offering and shall terminate upon the earlier to occur of the following dates:




<PAGE>

                (i)     The date upon which  Escrow Agent  confirms  that it has
received  in the  Escrow  Account  all  of  the  proceeds  of  the  sale  of the
Convertible Debentures;

                (ii)    The  expiration  of  twenty  (20)  days from the date of
commencement  of the  Offering  (unless  extended  by mutual  written  agreement
between the Company and the  Consultant  with a copy of such extension to Escrow
Agent); or

                (iii)   The  date  upon  which  a  determination  is made by the
Company and the  Consultant to terminate  the Offering  prior to the sale of all
the Convertible Debentures.

      1.   During the Escrow  Period,  the Company and the  Consultant are aware
that they are not  entitled  to any funds  received  into  escrow and no amounts
deposited in the Escrow  Account shall become the property of the Company or the
Consultant or any other entity, or be subject to the debts of the Company or the
Consultant or any other entity.

      2.   APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT. The Consultant and the
Company hereby appoint Escrow Agent to serve as Escrow Agent  hereunder.  Escrow
Agent hereby accepts such  appointment and, upon receipt by wire transfer of the
Escrow  Funds in  accordance  with Section 3 below,  agrees to hold,  invest and
disburse the Escrow Funds in accordance with this Agreement.

      3.   CREATION OF ESCROW FUNDS. On or prior to the date of the commencement
of the Offering,  the parties shall  establish an escrow account with the Escrow
Agent,  which escrow account shall be entitled as follows:  Safe  Transportation
Systems,  Inc./Yorkville  Advisors Management LLC Escrow Account for the deposit
of the Escrow Funds.  The Consultant will instruct  subscribers to wire funds to
the account of the Escrow Agent as follows:

BANK:                                   First Union National Bank of New Jersey

ROUTING #:                              031201467

ACCOUNT #:                              2020000659170

NAME ON ACCOUNT:                        Butler Gonzalez LLP/First Union as
                                        Escrow Agent

NAME ON SUB-ACCOUNT:                    Safe Transportation Systems,
                                        Inc./Yorkville Advisors Management
                                        LLC  Escrow account

REFERENCE SUB-ACCOUNT #:                1597-01

ATTN:                                   Robert Mercado (732) 452-3005

                                        Carmela Agugliaro (732) 452-3005

NOTE:                                   Only wire transfers shall be accepted

      4.   DEPOSITS INTO THE ESCROW  ACCOUNT.  The  Consultant  agrees that they
shall promptly  deliver all monies received from  subscribers for the payment of
the Convertible Debentures to Escrow Agent for deposit in the Escrow Account.



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<PAGE>

      5.   Disbursements from the Escrow Account.

           a.    The Escrow  Agent will  continue  to hold such funds  until the
Consultant and Company  execute a Joint Written  Direction  directing the Escrow
Agent to disburse the Escrow Funds pursuant to Joint Written Direction signed by
the Company and the  Consultant.  In  disbursing  such  funds,  Escrow  Agent is
authorized  to rely upon such Joint Written  Direction  from the Company and the
Consultant and may accept any signatory from the Company listed on the signature
page to this  Agreement and any signature  from the  Consultant  that the Escrow
Agent already has on file.

           b.    In the event  Escrow  Agent does not  receive the amount of the
Escrow Funds from the  Investors,  Escrow Agent shall notify the Company and the
Consultant.  Upon receipt of payment instructions from the Company, Escrow Agent
shall refund to each subscriber  without  interest the amount received from each
Investor, without deduction, penalty, or expense to the subscriber. The purchase
money returned to each subscriber  shall be free and clear of any and all claims
of the Company, the Consultant or any of their creditors.

            c.   In the event Escrow Agent does receive the amount of the Escrow
Funds  prior to  expiration  of the Escrow  Period,  in no event will the Escrow
Funds be released to the Company  until such amount is received by Escrow  Agent
in collected funds. For purposes of this Agreement,  the term "collected  funds"
shall mean all funds  received by Escrow Agent which have cleared normal banking
channels and are in the form of cash.

      6.    COLLECTION  PROCEDURE.  Escrow Agent is hereby authorized to forward
each wire for  collection  and,  upon  collection  of the  proceeds of each wire
deposit the collected proceeds in the Escrow Account.

      Any wires  returned  unpaid  to  Escrow  Agent  shall be  returned  to the
Consultant  and/or the  Subscriber.  In such cases,  Escrow Agent will  promptly
notify the Company of such return.

      If the Company  rejects any  subscription  for which the Escrow  Agent has
already  collected  funds,  Escrow Agent shall  promptly issue a refund check or
wire to the rejected  subscriber.  If the Company rejects any  subscription  for
which  Escrow  Agent  has  not  yet  collected   funds  but  has  submitted  the
subscriber's  wire for collection,  Escrow Agent shall promptly issue a check or
wire the amount of the subscriber's wire to the rejected subscriber after Escrow
Agent has cleared such funds.  If Escrow Agent has not yet  submitted a rejected
subscriber's  wire  for  collection,  Escrow  Agent  shall  promptly  remit  the
subscriber's wire directly to the subscriber.  The Company shall provide payment
instructions to Escrow Agent.

      7.    SUSPENSION OF PERFORMANCE:  DISBURSEMENT INTO COURT. If at any time,
there  shall exist any dispute  between  the  Company  and the  Consultant  with
respect to  holding or  disposition  of any  portion of the Escrow  Funds or any
other  obligations of Escrow Agent hereunder,  or if at any time Escrow Agent is
unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
to its obligations hereunder, or if the parties have not within thirty (30) days
of the furnishing by Escrow Agent of a notice of resignation pursuant to Section


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<PAGE>

9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:

           a.    suspend the  performance of any of its  obligations  (including
without  limitation any  disbursement  obligations)  under this Escrow Agreement
until such dispute or uncertainty  shall be resolved to the sole satisfaction of
Escrow Agent or until a successor  Escrow Agent shall be appointed  (as the case
may be);  provided  however,  Escrow  Agent shall  continue to invest the Escrow
Funds in accordance with Section 8 hereof; and/or

           b.    petition  (by  means of an  interpleader  action  or any  other
appropriate method) any court of competent  jurisdiction in any venue convenient
to Escrow Agent, for  instructions  with respect to such dispute or uncertainty,
and to the  extent  required  by law,  pay into  such  court,  for  holding  and
disposition in accordance with the instructions of such court, all funds held by
it in the Escrow Funds,  after deduction and payment to Escrow Agent of all fees
and expenses  (including  court costs and attorneys'  fees) payable to, incurred
by, or expected to be incurred by Escrow Agent in connection with performance of
its duties and the exercise of its rights hereunder.

            c.   Escrow  Agent  shall  have no  liability  to the  Company,  the
Consultant,  or any person with respect to any such suspension of performance or
disbursement  into  court,  specifically  including  any  liability  or  claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the  disbursement of funds held in the Escrow Funds or any delay in
with respect to any other action required or requested of Escrow Agent.

      8.    Investment  of Escrow  Funds.  Escrow Agent shall deposit the Escrow
Funds in a non-interest bearing money market account.

      If Escrow  Agent has not  received a Joint  Written  Direction at any time
that an investment  decision must be made,  Escrow Agent shall invest the Escrow
Funds, or such portion thereof,  as to which no Joint Written Direction has been
received,  in investments  described above. The foregoing  investments  shall be
made by Escrow Agent. Notwithstanding anything to the contrary contained, Escrow
Agent may, without notice to the parties, sell or liquidate any of the foregoing
investments at any time if the proceeds  thereof are required for any release of
funds permitted or required  hereunder,  and Escrow Agent shall not be liable or
responsible  for any  loss,  cost or  penalty  resulting  from any such  sale or
liquidation. With respect to any funds received by Escrow Agent for deposit into
the Escrow Funds or any Joint  Written  Direction  received by Escrow Agent with
respect to investment of any funds in the Escrow Funds after ten o'clock,  a.m.,
New Jersey  time,  Escrow Agent shall not be required to invest such funds or to
effect such  investment  instruction  until the next day upon which banks in New
Jersey are open for business.

      9.    RESIGNATION  AND REMOVAL OF ESCROW  AGENT.  Escrow  Agent may resign
from the  performance of its duties  hereunder at any time by giving thirty (30)
days' prior  written  notice to the  parties or may be removed,  with or without
cause, by the parties,  acting jointly,  by furnishing a Joint Written Direction
to Escrow  Agent,  at any time by the  giving of ten (10)  days'  prior  written
notice  to  Escrow  Agent as  provided  herein  below.  Upon any such  notice of
resignation or removal,  the  representatives  of the Consultant and the Company


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<PAGE>

identified  in Sections  13a.(iv) and 13b.(iv),  below,  jointly shall appoint a
successor  Escrow  Agent  hereunder,  which shall be a  commercial  bank,  trust
company or other financial  institution  with a combined  capital and surplus in
excess of  $10,000,000.00.  Upon the acceptance in writing of any appointment of
Escrow Agent hereunder by a successor Escrow Agent,  such successor Escrow Agent
shall  thereupon  succeed  to and become  vested  with all the  rights,  powers,
privileges  and duties of the retiring  Escrow  Agent,  and the retiring  Escrow
Agent  shall be  discharged  from its duties and  obligations  under this Escrow
Agreement,  but shall not be discharged  from any liability for actions taken as
Escrow Agent  hereunder  prior to such  succession.  After any  retiring  Escrow
Agent's  resignation or removal,  the provisions of this Escrow  Agreement shall
inure to its benefit as to any actions  taken or omitted to be taken by it while
it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent,  after making copies of
such records as the retiring  Escrow Agent deems  advisable and after  deduction
and payment to the retiring  Escrow  Agent of all fees and  expenses  (including
court costs and  attorneys'  fees)  payable to,  incurred  by, or expected to be
incurred by the retiring  Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

      10.   LIABILITY OF ESCROW AGENT.

           a.    Escrow Agent shall have no liability or obligation with respect
to the Escrow  Funds  except  for Escrow  Agent's  willful  misconduct  or gross
negligence.  Escrow Agent's sole  responsibility  shall be for the  safekeeping,
investment, and disbursement of the Escrow Funds in accordance with the terms of
this  Agreement.  Escrow Agent shall have no implied duties or  obligations  and
shall not be charged with  knowledge or notice or any fact or  circumstance  not
specifically  set forth herein.  Escrow Agent may rely upon any instrument,  not
only as to its due  execution,  validity and  effectiveness,  but also as to the
truth and accuracy of any information contained herein, which Escrow Agent shall
in good faith  believe to be genuine,  to have been signed or  presented  by the
person or parties  purporting to sign the same and conform to the  provisions of
this  Agreement.  In no event  shall  Escrow  Agent be  liable  for  incidental,
indirect, special, and consequential or punitive damages. Escrow Agent shall not
be obligated to take any legal action or commence any  proceeding  in connection
with the Escrow  Funds,  any account in which Escrow Funds are  deposited,  this
Agreement or the Purchase  Agreement,  or to appear in,  prosecute or defend any
such legal action or proceeding. Escrow Agent may consult legal counsel selected
by it in any event of any dispute or question as to  construction  of any of the
provisions hereof or of any other agreement or its duties hereunder, or relating
to any dispute  involving  any party  hereto,  and shall incur no liability  and
shall be fully indemnified from any liability whatsoever in acting in accordance
with the opinion or instructions of such counsel. The Company and the Consultant
jointly and severally  shall promptly pay, upon demand,  the reasonable fees and
expenses of any such counsel.

           b.    Escrow Agent is hereby authorized,  in its sole discretion,  to
comply with orders  issued or process  entered by any court with  respect to the
Escrow Funds, without determination by Escrow Agent of such court's jurisdiction
in the  matter.  If any  portion  of the Escrow  Funds is at any time  attached,
garnished  or  levied  upon  under  any  court  order,  or in case the  payment,
assignment,  transfer,  conveyance  or  delivery of any such  property  shall be
stayed or  enjoined  by any court  order,  or in any case any order  judgment or


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<PAGE>

decree shall be made or entered by any court affecting such property or any part
thereof,  then and in any such event,  Escrow Agent is  authorized,  in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel  selected by it,  binding upon it,  without
the need for appeal or other action;  and if Escrow Agent complies with any such
order,  writ,  judgment or decree,  it shall not be liable to any of the parties
hereto or to any other person or entity by reason of such compliance even though
such order,  writ  judgment or decree may be  subsequently  reversed,  modified,
annulled, set aside or vacated.

      11.   INDEMNIFICATION  OF ESCROW  AGENT.  From and at all times  after the
date of this Agreement, the parties jointly and severally, shall, to the fullest
extent  permitted by law and to the extent provided  herein,  indemnify and hold
harmless Escrow Agent and each director, officer, employee,  attorney, agent and
affiliate of Escrow Agent (collectively,  the "INDEMNIFIED PARTIES") against any
and all actions,  claims (whether or not valid), losses,  damages,  liabilities,
costs  and  expenses  of  any  kind  or  nature  whatsoever  (including  without
limitation  reasonable  attorney's  fees,  costs and  expenses)  incurred  by or
asserted against any of the Indemnified  Parties from and after the date hereof,
whether direct, indirect or consequential,  as a result of or arising from or in
any way relating to any claim,  demand,  suit, action, or proceeding  (including
any inquiry or  investigation) by any person,  including without  limitation the
parties to this Agreement,  whether  threatened or initiated,  asserting a claim
for any legal or  equitable  remedy  against  any  person  under any  statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or  equitable  cause or  otherwise,  arising  from or in
connection with the negotiation,  preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or not any such  Indemnified  Party is a party to any such action or proceeding,
suit or the target of any such inquiry or investigation; provided, however, that
no  Indemnified  Party  shall  have the right to be  indemnified  hereunder  for
liability finally determined by a court of competent jurisdiction, subject to no
further appeal, to have resulted from the gross negligence or willful misconduct
of such  Indemnified  Party.  If any such  action or claim  shall be  brought or
asserted against any Indemnified  Party,  such Indemnified  Party shall promptly
notify the Company and the Consultant  hereunder in writing,  and the Consultant
and the Company shall assume the defense  thereof,  including the  employment of
counsel and the payment of all expenses.  Such  Indemnified  Party shall, in its
sole discretion,  have the right to employ separate counsel (who may be selected
by such  Indemnified  Party in its sole  discretion)  in any such  action and to
participate and to participate in the defense thereof, and the fees and expenses
of such  counsel  shall  be paid by such  Indemnified  Party,  except  that  the
Consultant  and/or the Company shall be required to pay such fees and expense if
(a) the  Consultant or the Company  agree to pay such fees and expenses,  or (b)
the  Consultant  and/or the  Company  shall  fail to assume the  defense of such
action or proceeding or shall fail, in the sole  discretion of such  Indemnified
Party, to employ counsel reasonably satisfactory to the Indemnified Party in any
such action or proceeding,  (c) the Consultant and the Company are the plaintiff
in any such action or  proceeding  or (d) the named or potential  parties to any
such action or proceeding  (including any potentially impleaded parties) include
both  the  Indemnified   Party,  the  Company  and/or  the  Consultant  and  the
Indemnified  Party shall have been  advised by counsel  that there may be one or
more legal  defenses  available to it which are different  from or additional to
those available to the Company or the Consultant. The Consultant and the Company
shall be  jointly  and  severally  liable to pay fees and  expenses  of  counsel
pursuant to the  preceding  sentence,  except that any  obligation  to pay under
clause (a) shall apply only to the party so agreeing. All such fees and expenses


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<PAGE>

payable by the Company and/or the Consultant  pursuant to the foregoing sentence
shall be paid from time to time as  incurred,  both in  advance of and after the
final  disposition of such action or claim. The obligations of the parties under
this section shall survive any termination of this Agreement, and resignation or
removal of the Escrow Agent shall be  independent  of any  obligation  of Escrow
Agent.

      The parties agree that neither payment by the Company or the Consultant of
any claim by Escrow Agent for  indemnification  hereunder  shall impair,  limit,
modify,  or affect,  as between the Consultant  and the Company,  the respective
rights and obligations of Consultant,  on the one hand, and the Company,  on the
other hand, under the Placement Agency Agreement.

      12.   EXPENSES  OF ESCROW  AGENT.  Except as set forth in  Section  11 the
Company shall  reimburse  Escrow Agent for all of its  reasonable  out-of-pocket
expenses,  including  attorneys' fees, travel expenses,  telephone and facsimile
transmission  costs,  postage  (including  express mail and  overnight  delivery
charges),   copying  charges  and  the  like.  All  of  the   compensation   and
reimbursement  obligations  set forth in this  Section  shall be  payable by the
Company,  upon demand by Escrow Agent. The obligations of the Company under this
Section shall survive any  termination of this Agreement and the  resignation or
removal of Escrow Agent.

      13.   WARRANTIES.

            a.   The  Consultant   makes  the  following   representations   and
warranties to Escrow Agent:

                 (i)   The  Consultant  has full power and  authority to execute
and deliver this Agreement and to perform its obligations hereunder.

                 (ii)  This  Agreement  has been duly  approved by all necessary
corporate  action  of  the  Consultant,   including  any  necessary  shareholder
approval,  has been  executed by duly  authorized  officers  of the  Consultant,
enforceable in accordance with its terms.

                 (iii) The   execution,   delivery,   and   performance  of  the
Consultant of this Agreement will not violate, conflict with, or cause a default
under  the  certificate  of  incorporation  or  bylaws  of the  Consultant,  any
applicable law or regulation, any court order or administrative ruling or degree
to which the  Consultant  is a party or any of its  property is subject,  or any
agreement, contract, indenture, or other binding arrangement.

                 (iv)  Mark  Angelo  has  been  duly  appointed  to  act  as the
representative  of the Consultant  hereunder and has full power and authority to
execute,  deliver, and perform this Escrow Agreement, to execute and deliver any
Joint  Written  Direction,  to amend,  modify,  or waive any  provision  of this
Agreement,   and  to  take  any  and  all  other  actions  as  the  Consultant's
representative  under this  Agreement,  all without further consent or direction
form, or notice to, the Consultant or any other party.

                 (v)   No party other than the parties  hereto and the Investors
have, or shall have, any lien, claim or security interest in the Escrow Funds or
any part thereof. No financing statement under the Uniform Commercial Code is on



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file in any jurisdiction  claiming a security interest in or describing (whether
specifically or generally) the Escrow Funds or any part thereof.

                 (vi)  All  of  the   representations   and  warranties  of  the
Consultant contained herein are true and complete as of the date hereof and will
be true and complete at the time of any disbursement from the Escrow Funds.

           b.    The Company makes the following  representations and warranties
to the Escrow Agent:

                 (i)   The  Company is a  corporation  duly  organized,  validly
existing,  and in good  standing  under the laws of the State of Florida and has
full power and  authority to execute and deliver this  Agreement  and to perform
its obligations hereunder.

                 (ii)  This  Agreement  has been duly  approved by all necessary
corporate action of the Company,  including any necessary  shareholder approval,
has been executed by duly  authorized  officers of the Company,  enforceable  in
accordance with its terms.

                 (iii) The execution,  delivery,  and performance by the Company
of this Agreement is in accordance  with the Securities  Purchase  Agreement and
will not violate,  conflict  with, or cause a default under the  certificate  of
incorporation  or bylaws of the Company,  any applicable law or regulation,  any
court order or  administrative  ruling or decree to which the Company is a party
or any of its property is subject,  or any agreement,  contract,  indenture,  or
other  binding  arrangement,  including  without  limitation  to the  Securities
Purchase Agreement, to which the Company is a party.

                 (iv)  Ian  Pallett  has  been  duly  appointed  to  act  as the
representative  of the Company  hereunder  and has full power and  authority  to
execute,  deliver, and perform this Agreement,  to execute and deliver any Joint
Written Direction, to amend, modify or waive any provision of this Agreement and
to take all other actions as the Company's  Representative under this Agreement,
all without  further consent or direction from, or notice to, the Company or any
other party.

                 (v)   No party other than the parties  hereto and the Investors
have, or shall have, any lien, claim or security interest in the Escrow Funds or
any part thereof. No financing statement under the Uniform Commercial Code is on
file in any jurisdiction  claiming a security interest in or describing (whether
specifically or generally) the Escrow Funds or any part thereof.

                 (vi)  All of the  representations and warranties of the Company
contained  herein are true and  complete  as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.

      14.   CONSENT  TO  JURISDICTION  AND  VENUE.  In the event  that any party
hereto commences a lawsuit or other proceeding  relating to or arising from this
Agreement,  the parties  hereto agree that the United States  District Court for
the District of New Jersey shall have the sole and exclusive  jurisdiction  over
any  such   proceeding.   If  all  such  courts  lack  federal   subject  matter
jurisdiction,  the parties agree that the Superior Court Division of New Jersey,



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Chancery  Division of Essex County shall have sole and  exclusive  jurisdiction.
Any of these  courts  shall be proper  venue for any such  lawsuit  or  judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the  jurisdiction  of any of the courts
specified  herein  and agree to accept the  service of process to vest  personal
jurisdiction over them in any of these courts.

      15.   NOTICE. All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid,  when delivered  personally,  one (1) day
delivered  to  any  overnight   courier,   or  when   transmitted  by  facsimile
transmission  and upon  confirmation of receipt and addressed to the party to be
notified as follows:

If to Consultant, to:       Yorkville Advisors Management LLC
                            One World Trade Center, Suite 7705
                            New York, NY  10048
                            Attention:  Mark Angelo
                            Telephone:  (212)488-4485
                            Facsimile:  (212) 488-5027

With Copy to:               Butler Gonzalez LLP
                            1000 Stuyvesant Avenue
                            Union, NJ 07083
                            Attention: David Gonzalez, Esq.
                            Telephone: (908) 810-8588
                            Facsimile: (908) 810-0973

If to the Company, to:      Safe Transportation Systems, Inc.
                             909 Lakeway Drive, #208
`                           Bellingham, WA 98226
                            Attention:  Ian Pallett, President and CEO

                            Telephone: (360) 527-1112
                            Facsimile: (360) 527-1113

With a copy to:             Kirkpatrick & Lockhart LLP
                            201 South Biscayne Boulevard - Suite 2000
                            Miami, FL  33131-2399
                            Attention:  Clayton E. Parker, Esq.
                            Telephone:  (305) 539-3300
                            Facsimile:  (305) 358-7095



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If to Escrow Agent, to:     First Union National Bank
                            407 Main Street
                            Metuchen, NJ 08840
                            Attention: Robert Mercado
                                       Carmela Agugliaro
                            Telephone: (732) 452-3005

Or to such other address as each party may designate for itself by like notice.

      16.   AMENDMENTS  OR  WAIVER.  This  Agreement  may  be  changed,  waived,
discharged  or terminated  only by a writing  signed by the parties  hereto.  No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver.  A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.

      17.   SEVERABILITY.  To the  extent any  provision  of this  Agreement  is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such  prohibition,   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

      18.   GOVERNING LAW. This Agreement  shall be construed and interpreted in
accordance  with the  internal  laws of the State of New Jersey  without  giving
effect to the conflict of laws principles thereof.

      19.   ENTIRE  AGREEMENT.  This Agreement  constitutes the entire Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the  obligations and duties of the
Escrow Agent with respect to the Escrow Funds.

      20.   BINDING EFFECT. All of the terms of this Agreement,  as amended from
time to time,  shall be binding upon, inure to the benefit of and be enforceable
by the respective heirs, successors and assigns of the Consultant,  the Company,
or the Escrow Agent.

      21.   EXECUTION OF  COUNTERPARTS.  This  Agreement  and any Joint  Written
Direction  may be  executed  in  counter  parts,  which when so  executed  shall
constitute one and same agreement or direction.

      22.   TERMINATION.  Upon the  first to  occur of the  disbursement  of all
amounts  in the  Escrow  Funds  pursuant  to  Joint  Written  Directions  or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
hereof,  this Agreement  shall  terminate and Escrow Agent shall have no further
obligation or liability  whatsoever with respect to this Agreement or the Escrow
Funds.

                 [REMAINDER OF PAGE INTENIONALLY LEFT BLANK]


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<PAGE>
      IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year above set forth.

                                        SAFE TRANSPORTATION SYSTEMS, INC.

                                        By: _________________________________
                                        Name:  Ian Pallett
                                        Title: President and CEO


                                        FIRST UNION NATIONAL BANK

                                        By:  ________________________________
                                        Name:  Robert Mercado
                                        Title: As Escrow Agent


                                        YORKVILLE ADVISORS MANAGEMENT LLC

                                        By:  ________________________________
                                        Name:  Mark Angelo
                                        Title: President

                                        BUTLER GONZALEZ LLP

                                        By:  ________________________________
                                        Name:  David Gonzalez
                                        Title: Partner


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