AGREEMENT FOR PROFESSIONAL ENGAGEMENT

Agreement,  made this 25th day of June,  2001 between  Kaufman,  Rossin & Co., a
Florida  Professional  Association,  with offices at 2699 South Bayshore  Drive,
Miami,  Florida  33133,   (hereinafter   referred  to  as  the  Firm)  and  Safe
Transportation Systems, Inc., doing business at 2700 North Military Trail, Suite
220, Boca Raton,, Florida 33431,(hereinafter referred to as the Client).

It is agreed as follows:

1.       SERVICES

a. The Firm will perform an audit of the financial  statements of the Client for
the  year  ended  December  31,  2001.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial  statements  based on our audit. If, in the course of
the audit, the Firm discovers factors  preventing it from issuing an unqualified
opinion on these statements,  it will promptly discuss the alternatives with the
Client.

The audit of the  financial  statements  will be  performed in  accordance  with
auditing  standards  generally  accepted in the United States.  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements are free of material  misstatement and include
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management  as  well as
evaluating the overall financial statement presentation

b.  The  Firm  will  apply  limited  procedures  to the  condensed  consolidated
financial  information of the Client in accordance with  professional  standards
for a review of unaudited  financial  information  for the quarters  ended March
31,2001,  June 30,2001 and September 30,2001. The Firm will not perform an audit
of such condensed consolidated  financial statements,  the objective of which is
the expression of an opinion regarding the Financial statements taken as a whole
and, accordingly, will not express such an opinion on them.

The fundamental and primary responsibility for the accuracy of information filed
with the Securities and Exchange  Commission and  disseminated  among  investors
rests  upon  management.  If  requested,  the Firm  will  render a report on the
limited  review  procedures.  Such reports may be included in the  corresponding
quarterly lO-QSBs, at the discretion of the Client, and will state that the Firm
did not  audit  and  does not  express  an  opinion  on such  interim  financial
information.  Accordingly,  the degree of  reliance  on such  reports  should be
restricted in light of the limited nature of the review procedures applied.  The
Firm will not be  subject  to the  liability  provisions  of  section  II of the
Securities  Act of 1933  (the Act) for such  reports  on the  unaudited  interim
financial  information because those reports are not a "report" or & "part" of a
registration  statement  prepared or certified by the Firm within the meaning of
sections 7 and 11 of the Act.

If for any  reason,  the Firm is unable to complete  the review of the  Client's
financial  statements,  the Firm will not issue a report on such statements as a
result of this engagement.

c. The Firm will be available to read any registration and/or offering documents
and other  communication;  with the Securities  and Exchange  Commission as they
relate to the audited financial statements or associated accounting matters.


                                       1
<PAGE>

d. The Firm will be available to  correspond  with the  Securities  and Exchange
Commision from time to time on behalf of, and at the request of the Client.

e. The Firm will be  available  to prepare all  necessary  Federal and State tax
returns,  as directed by the Client.  f. The Firm will be  available  to consult
with the Client concerning financial matters.

This  engagement is contingent  upon the Firm  completing its client  acceptance
procedures  including  performing limited background check procedure relative to
certain key officers and executives and  communicating  with the prior auditors.
These  procedures  will  commence  upon  execution  of  this  agreement.  Should
something  come to the attention of the Firm  preventing  it from  accepting the
engagement, the Firm will communicate this timely to the Client.

If an extension of services appears to be required, the Firm will do so but only
after consultation with the Client.

2.       TERM

This Agreement shall become effective immediately upon its execution,  and shall
terminate  after the  completion  of all  services  described  in  Section I and
payment of related charges,

It is  recognized  by the parties that outside the terms of the  Agreement,  the
Firm is available to provide  other  services  upon request by the Client.  Such
services  shall be provided under the same terms and conditions as those covered
by the Agreement unless documented by a separate Agreement.

If during the course of its engagement the Firm encounters  circumstances  which
it believes  may create a conflict  of  interest  or  conflict  with the ethical
standards of its profession, the Firm will inform the Client of its concerns. If
these concerns cannot be adequately addressed to the Firm's satisfaction, or the
Firm is compelled to do so by the professional  standards of its profession,  it
may withdraw from the  engagement.  Additionally,  the Firm revives the right to
withdraw from the engagement  should it encounter  circumstances  which conflict
with the ethical standards of the Firm.

3.       CHARGES

Fees for this  engagement  will be based on the time spent by various members of
the Firm's staff at regular professional rates which are presently as follows:

Partners                            $225-300
Managers and Supervisors            $130-225
Senior and Semi-Seniors             $90-120
Assistants                          $75-85

The Firm will also bill the Client for out-of-pocket costs and expenses incurred
on this engagement.  Any additional services such as assistance with examination
by  taxing  or  regulatory  authorities,  accounting  services  or  consultation
concerning  financial  matters  requested  during  or  after  the  term  of this
Agreement  will also be  billed  at the  regular  professional  ratios  for such
services.  All service  will be billed  monthly and shall be payable  within ten
(10) days of receipt of such billing.  The Firm will be entitled to recover from
the  Client  all  reasonable  attorneys  fees and costs in  connection  with any
litigation,  regulatory  investigation  or  inquiry  that may  arise out of this
Agreement.   Additionally,  so  long  as  the  Firm  is  not  a  party  to  such
investigation  or  inquiry,   the  Client  shall  reimburse  the  Firm  for  its


                                       2
<PAGE>

professional time and expenses.  The Firm will require a retainer of $5,000 upon
execution of the  engagement  letter.  The Firm reserves the right to suspend or
terminate its work due to  nonpayment  within term. In the event that the Firm's
work is  suspended or  terminated  as a result of  nonpayment,  or for any other
reason the Client agrees that the Firm will not be responsible  for the Client's
failure to meet  government  and other  filing  deadlines,  or for  penalties or
interest  that may be  assessed,  or other  damages that may be sustained by the
Client or its owners, resulting from the Client's failure to meet said deadlines

4.       RESPONSIBILITIES

The  services as  described in Section la. are designed to
provide  reasonable,  but not absolute,  assurance of detecting  errors or fraud
that,  in the Firm's  judgment,  could have a material  effect on the  financial
statements taken as a whole.  Because of the concept of reasonable assurance and
because  the Firm will not perform  detailed  examination  of all  transactions,
there is a risk that material  errors,  fraud,  or other illegal acts, may exist
and not be detected  by the Firm.  An audit is not  designed to detect  error or
fraud that is  material  to the  financial  statements.  However,  the Firm will
inform  the  Client  of any  material  errors  and any fraud  that  comes to our
attention. Due to the characteristics of fraudulent activity, particularly those
involving  forgery and collusion a properly  designed and executed audit may not
detect a material fraud.

The Client's management is responsible for establishing and maintaining a system
of internal control sufficient to permit the preparation of Financial statements
in conformity with generally accepted accounting  principles.  A sound system of
internal  control  is also the best means of  preventing  or  detecting  errors,
fraudulent  financial  reporting,  and  misappropriation of assets. The Client's
management is also  responsible  for identifying and ensuring that the Client is
in compliance with applicable laws and regulations.  An audit includes obtaining
an  understanding  of  internal  control  sufficient  to plan the  audit  and to
determine the nature, timing and extent of audit procedures to be performed.  An
audit is not designed to provide  assurance  on internal  control or to identify
reportable  conditions.  However,  the Firm is responsible for ensuring that the
Client is aware of any reportable conditions which come to its attention.

The audit is intended for the benefit of the Client,  its owners and management.
The audit will not be planned or conducted in contemplation  with respect to any
specific  transaction.  Therefore,  items of possible  interest to a third party
will not be  specifically  addressed  or matters may exist that will be assessed
differently  by  a  third  party,   possibly  in  connection   with  a  specific
transaction.  It is  further  understood  that the  audit  report  shall  not be
distributed to any lender, creditor, agency or other person or entity (specified
user) except as specifically agreed to by the Firm.

Except in the case of the Firm's fraudulent behavior or willful misconduct,  the
Client agrees that the Firm shall have no liabilities to the Client, its owners,
directors,  agents,  employees,  controlling persons or security holders for any
losses' claims, damages or liabilities arising out of or in connection with this
engagement for any amount in excess of the total  professional  fees paid by the
Client under this agreement for professional engagement.  The Client agrees that
it will not,  directly  or  indirectly,  agree to assign or  transfer  any claim
against  the  Firm  arising  out  of  this  engagement  to  anyone.  The  Client
acknowledges  its   responsibility   for  the  Fair  presentation  of  financial
statements.


                                       3
<PAGE>

The Client is responsible for making available to the Firm, upon request, all of
the  Client's  original  accounting  records  and  related  information.  At the
conclusion  of the  engagement,  management  will provide the Firm with a letter
that  confirms  certain  representations  made during the audit.  Because of the
importance of oral and written management representations to an effective audit,
the Client  releases and indemnifies the Firm and its personnel from any and all
claims,   liabilities,   costs  and   expenses   attributable   to  any  knowing
misrepresentation by management.

If the Client intends to publish or otherwise reproduce the Financial statements
together with the Firm's report (or otherwise  make  reference to the Firm) in a
document that contains other  information,  the Client agrees to (a) provide the
Firm with a draft of the  document  to read;  and (b) obtain the Firm's  written
approval for inclusion of its report,  before such document is distributed.  The
Client may wish to include the Firm's report on these  financial  statement in a
registration  statement proposed to be filed under the Investment Company Act of
1940 or the Securities  Act of 1934 or in some other  securities  offering.  You
agree that the  aforementioned  audit report, or reference to our Firm, will not
be  included in any such  offering  without  prior  permission  or consent.  Any
agreement to perform work in connection with an offering, including an agreement
to provide permission or consent, will be a separate engagement.

5.       CLIENT ASSISTANCE

In order for the Firm to work as efficiently as possible,  it is understood that
the  Client's  staff  will  provide  certain  working  papers,  information,  or
documentation which shall be discussed with the Client's personnel. The services
wilt be  completed  in as  timely  a  manner  as  possible  consistent  with the
conditions of the  engagement.

6.       CONFIDENTIALITY  AND REQUEST FOR INFORMATION

With respect to financial,  statistical  and personnel  relating to the Client's
business which is confidential and which is submitted to or obtained by the Firm
in order to carry out the  Agreement,  the Firm will  instruct its  personnel to
keep such information confidential.

The Firm may receive  requests for information in its possession  arising out of
this engagement.  The requests may come from  governmental  agencies,  courts or
other  tribunals.  If permitted,  the Firm will notify the Client of any request
for information prior to responding. In certain proceedings an accountant-client
privilege may exist. The Client agrees that the Firm if not under any obligation
to assert any privilege to protect the release of  information.  The Client may,
prior to the Firm's response to any request, initiate legal action to prevent or
limit the Firm's  response.  Unless the Client  promptly  initiates  such action
after the Firm notifies the Client at its last known address as reflected in the
Firm's files, the Firm will release the information requested.

In the  event  the  Firm  is  requested  or  authorized  by you or  required  by
government  regulation,  subpoena, or other legal process to produce our working
papers or our personnel as witnesses  with respect to our  engagement the Client
will,  so  long as the  Firm  is not a party  to the  proceeding  in  which  the
information  is  sought,  reimburse  the  Firm  for its  professional  time  and
expenses,  as well as the fees and  expenses of the Firm's  counsel  incurred in
responding to such a request.  The Firm retains  ownership of the working papers
produced  by it in  connection  with the  performance  of  services  under  this
agreement.  Access to these  working  papers other than  described  above may be
granted  to  others  upon  mutual  approval  of the  Client  and  the  Firm.


                                       4
<PAGE>

7.       ALTERNATIVE DISPUTE RESOLUTION

Parties to this  engagement  agree that any dispute that may arise regarding the
meaning,  performance, or enforcement of this agreement will, prior to resorting
to litigation,  be submitted to mediation upon the written  request of any party
to the engagement.  All mediation initiated as a result of this engagement shall
be administered  by the American  Arbitration  Association.  The results of this
mediation shall be binding only upon agreement of each party to be bound.  Costs
of any  mediation  proceeding  shall be  shared  equally  by both  parties  This
Agreement  shall be governed and its terms construed in accordance with the laws
of the State of Florida  applicable  to contracts to be performed in that State.
The waiver by any party  hereto of any  provision  of this  Agreement  shall not
operate or be construed as a waiver of any  subsequent  breach by any party.  If
any  portion  of this  Agreement  is  held to be  void,  invalid,  or  otherwise
unenforceable,  whole 6r in pan, the remaining  portions of this Agreement shall
remain in effect. This Agreement supersedes all proposals,  oral or written, and
all other communications  between the parties relating to the engagement subject
matter.


KAUFMAN, ROSSIN & CO. P.A.                SAFE TRANSPORTATION SYSTEMS, INC.
2699 South Bayshore Drive                 2700 North Military Trail, Suite 220
Miami. Florida 33133                      Boca Raton. Florida 33431

By: /s/ Gerald Mukch                      By: /s/ Ian Pallett
--------------------                      -------------------
        Gerald Mukch, Vice President              Ian Pallett


June 25, 2001                             August 23, 2001


                                       5
<PAGE>