EXHIBIT 10.10
                                  -------------

THIS DEBENTURE,  AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE  (COLLECTIVELY,
THE  "SECURITIES"),  HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES
AND  EXCHANGE  COMMISSION  OR  THE  SECURITIES  COMMISSION  OF  ANY  STATE.  THE
SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM  REGISTRATION  UNDER
REGULATION S AND/OR  REGULATION D PROMULGATED  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT").  THE SECURITIES ARE  "RESTRICTED" AND MAY NOT BE OFFERED
OR SOLD IN THE  UNITED  STATES OR TO U.S.  PERSONS  (AS SUCH TERM IS  DEFINED IN
REGULATION S PROMULGATED  UNDER THE ACT) UNLESS THE  SECURITIES  ARE  REGISTERED
UNDER THE ACT,  PURSUANT  TO  REGULATION  S AND/OR  REGULATION  D OR PURSUANT TO
AVAILABLE  EXEMPTIONS  FROM  THE  REGISTRATION  REQUIREMENTS  OF THE ACT AND THE
COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT
MAY REASONABLY  REQUIRE TO CONFIRM THAT SUCH  EXEMPTIONS ARE AVAILABLE.  FURTHER
HEDGING  TRANSACTIONS  INVOLVING  THE  SECURITIES  MAY  NOT BE  MADE  EXCEPT  IN
COMPLIANCE WITH THE ACT.


                                    DEBENTURE
                                    ---------

                        SAFE TRANSPORTATION SYSTEMS, INC.
                        ---------------------------------

                            6% CONVERTIBLE DEBENTURE
                            ------------------------

                             DUE SEPTEMBER ___, 2006
                             -----------------------

No.  ___                                                          $__________

     This Debenture is issued by SAFE  TRANSPORTATION  SYSTEMS,  INC., a Florida
corporation (the "COMPANY"), to ____________________________  (together with its
permitted  successors  and assigns,  the "HOLDER")  pursuant to exemptions  from
registration under the Securities Act of 1933, as amended.

                                   ARTICLE I.

     Section 1.01 PRINCIPAL AND INTEREST.  For value received, on September ___,
2001,  the Company  hereby  promises to pay to the order of the Holder in lawful
money of the United  States of America and in  immediately  available  funds the
principal sum of __________________(US $________), together with interest on the
unpaid  principal  of this  Debenture  at the rate of six percent  (6%) per year
(computed on the basis of a 365-day year and the actual days  elapsed)  from the
date of this Debenture until paid. At the Company's option, the entire principal

<PAGE>

amount and all  accrued  interest  shall be either (a) paid to the Holder on the
fifth  (5th ) year  anniversary  from  the  date  hereof  or  (b)  converted  in
accordance with Section 1.02 herein.

     Section 1.02 OPTIONAL CONVERSION. The Holder is entitled, at its option, to
convert  at any time  and  from  time to  time,  until  payment  in full of this
Debenture,  all or any  part of the  principal  amount  of the  Debenture,  plus
accrued interest,  into shares (the "CONVERSION SHARES") of the Company's common
stock, par value $.001 per share ("COMMON  STOCK"),  at the price per share (the
"CONVERSION  PRICE")  equal to either (a) an amount equal to one hundred  twenty
percent  (120%)  of the  closing  bid price of the  Common  Stock as listed on a
Principal Market (as defined herein),  as quoted by Bloomberg L.P. (the "CLOSING
BID  PRICE") as of the date  hereof,  or (b) an amount  equal to eighty  percent
(80%) of the  lowest  Closing  Bid  Price of the  Common  Stock for the five (5)
trading days  immediately  preceding the  Conversion  Date (as defined  herein).
Subparagraphs  (a) and (b) above are  individually  referred to as a "CONVERSION
PRICE". As used herein,  "PRINCIPAL MARKET" shall mean the Nasdaq Bulletin Board
System,  Nasdaq SmallCap Market, or American Stock Exchange. If the Common Stock
is not traded on a Principal  Market,  the  Closing  Bid Price  shall mean,  the
reported  Closing Bid Price for the Common  Stock,  as furnished by the National
Association of Securities Dealers, Inc., for the applicable periods. No fraction
of  shares  or  scrip  representing  fractions  of  shares  will  be  issued  on
conversion,  but the number of shares  issuable  shall be rounded to the nearest
whole share. To convert this Debenture,  the Holder hereof shall deliver written
notice thereof, substantially in the form of EXHIBIT "A" to this Debenture, with
appropriate  insertions (the "CONVERSION NOTICE"), to the Company at its address
as set forth herein.  The date upon which the conversion shall be effective (the
"CONVERSION  DATE")  shall be deemed to be the date set forth in the  Conversion
Notice,  provided that the Company or the transfer agent delivers the Conversion
Shares within ten (10) business  days after receipt of a Conversion  Notice.  If
such  Conversion  Shares are not  delivered  within such ten (10)  business  day
period, the Conversion Date shall be the date such shares are actually delivered
to the Holder.

     Section 1.03  RESERVATION  OF COMMON  STOCK.  The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the  conversion of this  Debenture,  such number of
shares of Common Stock as shall from time to time be  sufficient  to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its  stockholders  within sixty
(60)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.

     Section 1.04 REGISTRATION  RIGHTS. The Company is obligated to register the
resale of the  Conversion  Shares under the  Securities Act of 1933, as amended,
pursuant to the terms of a Registration  Rights  Agreement,  between the Company
and the Holder of even date herewith (the "Registration Rights Agreement").

     Section 1.05 INTEREST PAYMENTS. The interest so payable will be paid at the
time of maturity or  conversion  to the person in whose name this  Debenture  is
registered.  At the time such  interest is  payable,  the  Company,  in its sole
discretion,  may elect to pay  interest in cash (via wire  transfer or certified
funds) or in the form of Common Stock. In the event of default,  as described in
Article III Section  3.01  hereunder,  the Holder may elect that the interest be


                                       2
<PAGE>

paid in cash (via wire  transfer  or  certified  funds) or in the form of Common
Stock.  If paid in the form of Common  Stock,  the  amount of stock to be issued
will be calculated  as follows:  the value of the stock shall be the Closing Bid
Price on:  (i) the date the  interest  payment is due;  or (ii) if the  interest
payment is not made when due, the date the interest payment is made. A number of
shares of Common Stock with a value equal to the amount of interest due shall be
issued.  No fractional shares will be issued;  therefore,  in the event that the
value of the Common Stock per share does not equal the total  interest  due, the
Company will pay the balance in cash.

     Section 1.06 PAYING AGENT AND REGISTRAR. Initially, the Company will act as
paying agent and registrar.  The Company may change any paying agent, registrar,
or  Company-registrar by giving the Holder not less than ten (10) business days'
written notice of its election to do so, specifying the name, address, telephone
number and facsimile  number of the paying agent or  registrar.  The Company may
act in any such capacity.

     Section 1.07  SUBORDINATED  NATURE OF  DEBENTURE.  This  Debenture  and all
payments  hereon,  including  principal or interest,  shall be  subordinate  and
junior in right of payment to all  accounts  payable of the Company  incurred in
the  ordinary  course of business  and/or bank debt of the Company not to exceed
$125,000.

                                  ARTICLE II.

     Section 2.01 AMENDMENTS AND WAIVER OF DEFAULT. The Debenture may be amended
with the consent of the Holder. Without the consent of the Holder, the Debenture
may be amended to cure any ambiguity,  defect or  inconsistency,  to provide for
assumption of the Company  obligations  to the Holder or to make any change that
does not adversely affect the rights of the Holder.

                                  ARTICLE III.

     Section 3.01 EVENTS OF DEFAULT.  An Event of Default is defined as follows:
(a)  failure by the Company to pay amounts due  hereunder  within  fifteen  (15)
business  days of the date of  maturity  of this  Debenture;  (b) failure by the
Company to advise its transfer  agent to issue Common Stock to the Holder within
ten (10)  business  days of the  Company's  receipt  of the  attached  Notice of
Conversion from Holder; (c) failure by the Company for thirty (30) business days
after notice to it to comply with any of its other  agreements in the Debenture;
(d)  events of  bankruptcy  or  insolvency;  (e) a breach by the  Company of its
obligations  under the  Registration  Rights Agreement which is not cured by the
Company  within  fifteen  (15)  business  days after  receipt of written  notice
thereof. The Holder may not enforce the Debenture except as provided herein.

     Section 3.02 FAILURE TO ISSUE  UNRESTRICTED  COMMON STOCK.  As indicated in
Article III Section 3.01, a breach by the Company of its  obligations  under the
Registration Rights Agreement shall be deemed an Event of Default,  which if not
cured within ten (10) days, shall entitle the Holder  accelerated full repayment
of all debentures outstanding.  The Company acknowledges that failure to honor a
Notice of Conversion shall cause hardship to the Holder.



                                       3
<PAGE>

                                  ARTICLE IV.

     Section 4.01 RIGHTS AND TERMS OF CONVERSION. This Debenture, in whole or in
part, may be converted at any time following the date of closing, into shares of
Common  Stock at a price equal to the  Conversion  Price as described in Section
1.02 above.

     Section 4.02 RE-ISSUANCE OF DEBENTURE.  When the Holder elects to convert a
part of the  Debenture,  then the Company  shall  reissue a new Debenture in the
same form as this Debenture to reflect the new principal amount.

     Section 4.03  LIMITATION  ON RIGHT AND POWER TO EXERCISE.  Any provision in
this  Debenture  or any other  document to the contrary  not  withstanding,  the
Holder shall not have the right or power to convert this  Debenture  into Common
Stock,  either in whole or in part,  and any attempt to do so shall be void, if,
after having given  effect to such  conversion,  the Holder shall be or shall be
deemed  to be the  beneficial  owner  of ten  percent  (10%) or more of the then
outstanding Common Stock within the meaning or for the purposes of Section 13(d)
or 13(g) of the  Securities  Exchange  Act of 1934,  as amended  (the  "EXCHANGE
ACT"), or as the term "BENEFICIAL OWNER" is defined in Rule 13d-3 of the Act.

     Section 4.04  TERMINATION  OF  CONVERSION  RIGHTS.  The  Holder's  right to
convert the Debenture  into the Common Stock in accordance  with  paragraph 4.01
shall terminate on the date that is the five (5) year  anniversary from the date
hereof  and this  Debenture  shall be  automatically  converted  on that date in
accordance  with  the  formula  set  forth  in  Section  4.01  hereof,  and  the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.

                                   ARTICLE V.

     Section 5.01 ANTI-DILUTION. In the event that the Company shall at any time
subdivide  the  outstanding  shares  of  Common  Stock,  or shall  issue a stock
dividend  on the  outstanding  Common  Stock,  the  Conversion  Price in  effect
immediately  prior to such subdivision or the issuance of such dividend shall be
proportionately  decreased,  and in the event that the Company shall at any time
combine the outstanding  shares of Common Stock,  the Conversion Price in effect
immediately  prior  to such  combination  shall  be  proportionately  increased,
effective at the close of business on the date of such subdivision,  dividend or
combination as the case may be.

     Section 5.02 CONSENT OF HOLDER TO SELL COMMON STOCK.  Except for the Equity
Line of Credit dated the date hereof with Cornell Capital Partners, L.P. so long
as  any of the  principal  of or  interest  on  this  Note  remains  unpaid  and
unconverted,  the Company  shall not,  without the prior  consent of the Holder,
issue or sell (i) any Common Stock without  consideration or for a consideration
per share less than its fair market value  determined  immediately  prior to its
issuance, or (ii) issue or sell any warrant,  option, right, contract,  call, or
other  security or instrument  granting the holder  thereof the right to acquire
Common Stock without  consideration  or for a consideration  per share less than
such  Common  Stock's  fair market  value  determined  immediately  prior to its
issuance.



                                       4
<PAGE>

                                  ARTICLE VI.

     Section 6.01 NOTICE.  Notices regarding this Debenture shall be sent to the
parties at the following  addresses,  unless a party notifies the other parties,
in writing, of a change of address:


If to the Company, to:    Safe Transportation Systems, Inc.
                          909 Lakeway Drive, Suite 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

If to the Holder:         _______________________________
                          _______________________________
                          _______________________________

With a copy to:           Butler Gonzalez LLP
                          1000 Stuyvesant Avenue - Suite 6
                          Union, NJ 07083
                          Attention: David Gonzalez, Esq.
                          Telephone: (908) 810-8588
                          Facsimile: (908) 810-0973

     Section 6.02 GOVERNING LAW. This Debenture shall be deemed to be made under
and  shall be  construed  in  accordance  with the laws of the State of New York
without giving effect to the principals of conflict of laws thereof. Each of the
parties consents to the  jurisdiction of the U.S.  District Court sitting in the
Southern  District of the State of New York or the state  courts of the State of
New York sitting in Manhattan in connection  with any dispute arising under this
Debenture  and hereby  waives,  to the  maximum  extent  permitted  by law,  any
objection, including any objection based on forum non conveniens to the bringing
of any such proceeding in such jurisdictions.

     Section 6.03 SEVERABILITY.  The invalidity of any of the provisions of this
Debenture shall not invalidate or otherwise  affect any of the other  provisions
of this Debenture, which shall remain in full force and effect.

     Section 6.04 ENTIRE AGREEMENT AND AMENDMENTS. This Debenture represents the


                                       5
<PAGE>

entire  agreement  between the parties hereto with respect to the subject matter
hereof and there are no  representations,  warranties or commitments,  except as
set forth herein. This Debenture may be amended only by an instrument in writing
executed by the parties hereto.

     Section  6.05  COUNTERPARTS.  This  Debenture  may be  executed in multiple
counterparts,  each of which  shall be an  original,  but all of which  shall be
deemed to constitute on instrument.

     IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company
as executed this Debenture as of the date first written above.

                                         SAFE TRANSPORTATION SYSTEMS, INC.

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

                                       6
<PAGE>

                                   EXHIBIT "A"
                                   -----------

                              NOTICE OF CONVERSION
                              --------------------

                (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE NOTE)


TO:

     The     undersigned     hereby     irrevocably     elects    to     convert
$____________________________  of the  principal  amount of the above  Note into
Shares of Common Stock of Safe Transportation  Systems,  Inc.,  according to the
conditions stated therein, as of the Conversion Date written below.


CONVERSION DATE:                _______________________________________________

APPLICABLE CONVERSION PRICE:    _______________________________________________

SIGNATURE:                      _______________________________________________

NAME:                           _______________________________________________

ADDRESS:                        _______________________________________________


                                      A-1