Investment Banking Agreement

INVESTMENT BANKING AGREEMENT
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AGREEMENT, made this 19th day of September 2001 by and between Safe Transportation Systems, Inc., having its principal place of business at 3871 Airport Way, Bellingham, WA 98226, hereinafter the "Company and Hornblower & Weeks Financial Corporation, having its principal place of business at 110 Wall Street, New York, NY 10005, hereinafter the "Consultant".


WHEREAS, the Company desires to retain the Consultant for consulting services in connection with the Company's business affairs on an exclusive basis, and the Consultant is willing to undertake to provide such services as hereinafter fully set forth:


W I T N E S S E T H


NOW THEREFORE, the parties agree as follows:


1. TERM: The three (3) months from the date hereof. This contract is binding on both parties.


2. NATURE OF SERVICES: The Company hereby engages Consultant to render the services hereinafter described during the term hereof on an exclusive basis (it being understood and agreed that Consultant is free to render the same or similar services to any other entity selected by it).


(a) attend meetings of the Company's Board of Directors or Executive Committee(s) when so requested by the Company;


(b) consult with the Company concerning on-going strategic corporation planning and long term investment policies, including any revision of the Company's business plan;


(c) render advice with respect to leasing/and or other financing arrangements;


(d) assist in negotiation of contracts with suppliers and major customers when so required by the Company;


(e) consult with and advise the Company with regards to potential mergers and acquisitions, whether the Company be the acquiring Company or the target of acquisition;


(f) review press releases whenever appropriate to be made available to the press in general, customers, suppliers and selected NASD broker/dealers, financial institutions, and the Company's shareholders; and


(g) evaluate the Company's managerial, marketing and sales requirements.


3. RESPONSIBILITIES OF THE COMPANY: The Company shall provide the Consultant with all financials and business information about the Company as requested by the Consultant in a timely manner. In addition, executive officers


and directors of the Company shall make themselves available for personal consultations with the Consultant and/or third party designees, subject to reasonable prior notice, pursuant to the request of the Consultant.


4. COMPENSATION: For corporate financial advisory services, due diligence and other services which will be provided to the Company from time to time over the course of our engagement, we mutually agree that the Consultant will be entitled to compensation and other consideration mutually understood, but understood, but not limited to the foregoing:


(a) For business development, strategic planning and other consulting work to be accomplished not related to any public financing, the Company will pay a monthly fee of $5,000 (the "Monthly Fee"). The first three monthly fees will be due and payable upon the signing of this Agreement for a total of $15,000, provided the Company completes the entire $150,000 of its convertible debenture. In addition, all fees will then be paid out of escrow.


(b) If at any time during the term of this Agreement and for a period of five years following the termination of this Agreement, the company merges with, acquires assets to any other property, or obtains any financing from any of the entities, affiliations or persons of the Consultant's, its employees or former employees, agents, representatives, advisors or consultants introduces to the Company, the Company will pay a finder's fee in cash equal to 5 % of the total gross proceedings of such transaction. If required by applicable law, or at the election of the Consultant, the finder's fee will be deemed to have earned by and be paid to a placement agent selected exclusively by the Consultant.


(c) The Company hereby irrevocably agrees not to circumvent, avoid, bypass or obviate directly or indirectly, the intent of this Agreement, to avoid payment of fees, in any transaction with any corporation, partnership or individual, introduced by the Consultant to the Company in connection with any project, any loans or collateral or fundings, or any other transaction involving any products, transfers or services, or addition, renewal, extension, rollover, amendment, re-negotiation, new contracts parallel contracts, or third party assignments thereof.


5. EXPENSES. The Company shall also reimburse the Consultant for actual out-of-pocket expenses including, but not limited to, facsimile, postage, printing, photocopying, and entertainment, incurred by the Consultant without the prior consent of the Company and in connection with the performance by the Consultant of its duties hereunder, the company shall also reimburse the Consultant for the costs of all travel and related expenses incurred by the Consultant in connection with the performance of its services hereunder, provided that all such costs and expenses have been authorized, in advance, by the Company. Expenses shal ...