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                                MERGER AGREEMENT
                                ----------------

         This  Agreement of Merger is made this 18th day of December,  2000,  by
and between  Sweets and Eats,  Inc., a Florida  corporation  with its  principal
place of business at 1008 Royal Aberdeen Way, Orlando,  FL 32828 ("the Surviving
Corporation"), and Safe Transportation Systems, Inc., a Wyoming corporation with
its principal place of business at 3873 Airport Way, 1 Suite B,  Bellingham,  WA
98226 ("the Absorbed corporation").

                                    RECITALS
                                    --------

         1. Safe  Transportation  Systems,  Inc.,  ("STS" is a corporation  duly
organized  and  existing  under  the  laws of the  State  of  Wyoming,  with its
principal  place of  business at 3873  Airport  Way, I Suite B,  Bellingham,  WA
98226.

         2. STS has a capitalization of 50,000,000 shares of common stock having
a par  value of  $0.001  per  share  and  5,000,000  preferred  shares, of which
12,000,000 common shares are issued and outstanding.

         3. Sweets and Eats,  Inc.  ("SAE") is a corporation  duly organized and
existing  under the laws of the State of Florida,  with its  principal  place of
business at 1008 Royal Aberdeen Way, Orlando, FL, 32828.

         4. SAE has a capitalization  of 50,000,000  authorized shares of common
stock,  having a par value of 5.001 per  share,  of which  4,000,000  shares are
issued and outstanding.

         5. The boards of  directors  of the  constituent  corporations  deem it
desirable and ill the best interests of the corporations and their  shareholders
that STS be merged into SAE, in  accordance  with  Florida  Statute  607.1101 in
order that the corporation  qualify as a "reorganization"  within the meaning of
Section 368(a)(1)(A) of the Internal Revenue Code and Florida Statute 607, l101.

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         In  consideration of the mutual  covenants,  and subject to the terr118
and conditions  hereinafter set forth,  tile constituent  corporations  agree as
follows:

                             SECTION ONE - MERGER
                             --------------------

         6. STS shall merge into SAE, which shall be the surviving corporation.

                       SECTION TWO - TERMS AND CONDITIONS
                        ---------------------------------

         7. On tire effective date of the merger,  the separate existence of the
absorbed corporation shall cease, and the surviving corporation shall succeed to
all the rights,  privileges,  immunities,  and franchises, and all the property:
real, personal,  and mixed, of the absorbed  corporation,  without the necessity
for any  separate  transfer.  The  surviving  corporation  shall  thereafter  be
responsible  and liable for all  liabilities  and  obligations  of the  absorbed
corporation,  and neither the rights of creditors  nor any liens on the property
of the absorbed corporation shall be impaired by the merger.

         8. On the effective  date,  the separate  existence of STS shall cease,
and SAE, shall be fully vested in STS's rights, priviledges,  immunities, powers
and  6anchiscs,  subject to its  restrictions,  liabilities,  disabilities,  and
duties, all as more particularly set forth in Florida Statute 607.1106.

         9. If at any time after tile  effective  date SAE shall  determine that
any further conveyances,  agreements,  documents, instruments, and assurances or
any further action is necessary or desirable to carry out the provisions of this
agreement,  the appropriate  officers of SAE or STS, as the case may be, whether
past or remaining in office,  shall  execute arid  deliver,  upon the request of
SAE, arty arid all proper conveyances,  agreements,  documents, instruments, and
assurances and perform all necessary or proper acts to vest,  perfect,  confirm,
or record such title thereto in SAE or to otherwise  carry out the provisions of
this agreement.

         10.   After  tile   effective   date  of  the   merger,   each   holder
of certificates for shares of STS


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shall  surrender  them to SAE ill such manner as SAE shall legally  require . On
receipt of such certificates, SAE shall issue and exchange therefor certificates
for shares of SAE, representing the number of shares of such stock to which such
holder is entitled as provided for herein.  Holders of certificates of shares of
SAE  shall  not be  entitled  to  dividends  payable  on  shares of stock in the
surviving  corporation until certificates have been issued to such shareholders.
Thereafter,  each such shareholder shall be entitled to receive any dividends on
shares of the surviving  corporation  issuable to them  hereunder  that may have
been declared and paid between the effective date of the merger and the issuance
to such  shareholder  of the  certificate  for  such  shares  in tire  surviving
corporation.

                      SECTION THREE - CONVERSION OF SHARES
                      ------------------------------------

         11.The  manner  and  basis of  converting  the  shares of the  absorbed
corporation into shares of the surviving corporation is as follows:

         A. With each share of STS owned prior to the Merger,  such  shareholder
will receive one share of SAE.

         B. All shares of SALE stock into which  shares of STS stock  shall have
been converted and become  exchangeable for pursuant to this agreement shall, be
deemed to have been paid in full satisfaction of such converted shares.

         C. Fractional shares of SAE stock will not be issued. Former holders of
STS stock who  would be  entitled  to  receive  fractional  shares of SAE on the
effective  date,  if any,  shall  receive  in  lieu  thereof  cash in an  amount
determined as follows:  one dollar ($ 1.00) for each fractional  share.  SECTION
FOUR - ARTICLES OF INCORPOIZAT10N --

         12. The Articles of  Incorporation of the surviving  Corporation  shall
continue to be its Articles of Incorporation following the effective date of the
merger.


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                             SECTION FIVE - BY-LAWS
                             ----------------------

13.      Tile  by-laws of the  surviving  corporation  shall  continue to be its
bylaws following the effective date of tile merger.

                      SECTION SIX - DIRECTORS AND OFFICERS
                      ------------------------------------

14.      The directors and officers of the surviving corporation as of tile date
of tire merger, shall be:

           James B. Long         President, Chief Executive Officer and Director

           Ian Pallett           Executive Vice President and Director

           Patrick Riebalkin     Vice President of New Product Development

           George Roy Long, Jr.  Director

                    SECTION SEVEN - APPROVAL OF SHAREHOLDERS
                    ----------------------------------------

         15. This agreement of merger shall be submitted for the approval of the
shareholders  of tile  constituent  corporations  in  tire  manner  provided  by
,applicable  law at meetings to be held at such time as the boards of  directors
of the constituent corporations may agree.

                         SECTION EIGHT - EFFECTIVE DATE
                         ------------------------------

         16. The  effective  date of  this  merger  shall  be the  date  when  a
certificate of merger is filed with the Florida Secretary of State.

                       SECTION NINE- ABANDONMENT OF MERGER
                       -----------------------------------

         17, This agreement of merger may be abandoned by action of the board of
directors of either the surviving or the absorbed  corporation at any time prior
to the effective date oil the happening of either of the following events;

         A.  If the merger is not approved by the  shareholders of either of the
constituent corporations, or


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         13. If, in the  judgment  of tire board of  directors  of either of the
constituent corporations, the merger would be impracticable due to the number of
dissenting shareholders asserting appraisal rights under applicable state law.

                      SECTION TEN - EXECUTION OF AGREEMENT
                      ------------------------------------

         18.  This   agreement  of  merger  maybe  executed  in  any  number  of
counterparts, and each such counterpart shall constitute an original instrument.
Facsimile signatures shall constitute original signatures.

         EXECUTED  on behalf of the parties by their  officers,  and sealed with
their corporate  seals,  respectively,  pursuant to the  authorization  of their
respective boards of directors oil the date first written above.


Safe Transportation Systems, Inc.


By: /s/ James B. Long
---------------------
        James B. Long, President


Sweets and Eats, Inc.

By: /s/ James H. Bailey
-----------------------
        James H. Bailey, President



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Safe Transportation Systems. Inc.        Sweets and Eats, Inc.

By: /s/ James B. Long                    By: /s/ James H. Bailey
---------------------                    -----------------------
        James B. Long, President                 James H. Bailey, President


STATE OF WASHINGTON

COUNTY OF (illegible)

         Sworn to and  subscribed  before me this _ day of  December,  2000,  by
James  B.  Long,  as  President  of Safe  Transportation  Systems,  Inc.  who is
personally known to me or who provided an identification.


Commission Expires: April 4th, 2003         (NOTARY SEAL OMITTED)

By: /s/ Steven A. Sanford
-------------------------
        Steven A. Sanford
        Notary Public

STATE OF FLORIDA

COUNTY OF ORANGE

         Sworn to and  subscribed  before me this _ day of  December,  2000.  by
James H. Bailey,  as President of Sweets and Eats, Inc., who is personally known
to me or who provided an identification.

Commission Expires:                         ----------------------
                                            Notary Public


                                            ----------------------
                                            Printed Name of Notary




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Seventh: This  certificate of merger is effective when is filed in the office of
         the  Secretary  of State of the State of Florida and the  Secretary  of
         State of Utah.

         WHEREFORE,  the undersigned has caused this  certificate to be executed
this 18th day of December, 2000.

Safe Transportation Systems. Inc.        Sweets and Eats, Inc.

By: /s/ James B. Long                    By: /s/ James H. Bailey
---------------------                    -----------------------
        James B. Long, President                 James H. Bailey, President

STATE OF
COUNTY OF

         Sworn to and subscribed before me this day of December,  2000, by James
B. Long, as President of Safety  Transportation  Systems, Inc. who is personally
known to me or who provided an identification.

Commission Expires:                         ----------------------
                                            Notary Public


                                            ----------------------
                                            Printed Name of Notary

STATE OF FLORIDA
COUNTY OF ORANGE

         Sworn to and  subscribed  before me this 19 day of December,  2000,  by
James H. Bailey,  as President of Sweets and Eats, Inc., who is personally known
to me or who provided an identification.




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Commission Expires: November 11, 2003             (NOTARY SEAL OMITTED)

By: /s/ Michael J. O'Derrick
-------------------------
        Michael J. O'Derrick
        Notary Public



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