THE SECURITIES  WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE"1933 ACT"), NOR REGISTERED UNDER ANY STATE
SECURITIES LAW, AND ARE "RESTRICTED  SECURITIES" AS THAT TERM IS DEFINED IN RULE
144 UNDER THE 1933 ACT.  THE  SECURITIES  MAY NOT BE OFFERED  FOR SALE,  SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1033
ACT, THE  AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE  SATISFACTION OF THE
COMPANY

                   AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
                   ------------------------------------------

         Agreement made this 18th day of December, 2000, by and among Sweets and
eats,  Inc., a Florida  corporation,  (the  "ISSUER"),  and Safe  Transportation
Systems, Inc., a Wyoming corporation ("STS").

         In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,

         THE PARTIES HERETO AGREE AS FOLLOWS:

         1. EXCHANGE OF SECURITIES.  Subject to the terms and conditions of this
Agreement,  the ISSUER agrees to issue to the  shareholders  of STS,  12,000,000
shares of common stock of ISSUER,  (the  "Shares"),  in exchange for 100% of the
issued and outstanding shares of STS.

         2  REPRESENTATIONS AND WARRANTIES.ISSUER represents and warrants to STS
the following:

         i.   Organization. ISSUER  is a  corporation  duly  organized,  validly
existing,  and in good standing under the laws of florid,  and has all necessary
corporate  powers  to own  properties  and  carry  on a  business,  and is  duly
qualified to do business and is in good  standing in Florida.  All actions taken
by the  incorporators,  directors and shareholders of ISSUER have been valid and
in accordance with the laws of the State of Florida.

         ii.  Capital. The  authorized  capital  stock  of  ISSUER  CONSISTS  OF
50,000,000 shares of common stock,  $0.001 par value, of which, prior to closing
there are 4,000,000 shares are issued and outstanding.


         iii. OTCBB  Listing.   The Company is currently  listed on the Over the
Counter Bulletin Board with the following trading symbol: SWEA

<PAGE>

         iv.  Financial  Statements.  The Financial  Statements of the ISSUER as
contained in its EDGAR filings and the related statements of income and retained
earnings  for the  periods  then ended have been  prepared  in  accordance  with
generally  accepted  accounting  principles   consistently  followed  by  ISSUER
throughout the periods  indicated,  and fairly present the financial position of
ISSUER as of the date of the financial statements.

         v.   Absence of  Changes. Since the date of the  financial  statements,
there has not been any  change  in the  financial  condition  or  operations  of
ISSUER,  except changes in the ordinary  course of business,  which changes have
not in the aggregate been materially adverse.

         vi.  Liabilities.   ISSUER  does  not  have  any  debt,  liability,  or
obligation of any nature, whether accrued,  absolute,  contingent, or otherwise,
and  whether  due or to  become  due,  that  is not  reflected  on the  ISSUERS'
financial statement.  ISSUER is not aware of any pending, threatened or asserted
claims, lawsuits or contingencies involving issuer or its common stock. there is
no dispute of any kind between  issuer and any third party,  and no such dispute
will exist at the closing of this  Agreement.  At  closing,  ISSUER will be free
from any and all liabilities, liens, claims and/or commitments.

         vii. Ability to Carry Out Obligations. ISSUER has the right, power, and
authority to enter into and perform its obligations  under this  Agreement.  The
execution and delivery of this Agreement by ISSUER and the performance by ISSUER
of its  obligations  hereunder  will not cause,  constitute a default  under any
license, indenture,  mortgage, charter,  instrument,  articles of incorporation,
bylaw, or other agreement or instrument to which ISSUER or its  shareholders are
a party, or by which they may be bound, nor will any consents or  authorizations
of any party other than those hereto be required,  (b) an event that would cause
ISSUER to be liable  to any  party,  or (c) an event  that  would  result in the
creation or imposition or any lien, charge or encumbrance on any asset of ISSUER
or upon the securities of ISSUER to be issued to the shareholders of STS.

         viii. Full disclosure.  None of representations  and warranties made by
the ISSUER, or in any certificate or memorandum  furnished or to be furnished by
the 9SSUER, contains or will contain any untrue statement of a material fact, or
omit any material fact the omission of which would be misleading.

         ix.  Contract  and  Leases.  ISSUER is not  currently  carrying  on any
business and is not a party to any contract, agreement or lease. No person holds
a power of attorney from ISSUER.

         x.   Compliance  with  Laws. To the best of its  knowledge,  ISSUER has
complied with, and is not in violation of any federal,  state,  or local statue,
law, and/or regulation.

         xi.  Litigation.  ISSUER is not (and has not been) a party to any suit,
action, arbitration, or legal,  administrative,  or other proceeding, or pending
governmental  investigation.  To the best  knowledge of the ISSUER,  there is no
bases for any such  action or  proceeding  and no such action or  proceeding  is
threatened  against  ISSUER  and ISSUER is not  subject  to or in  default  with
respect to any order, writ, injunction,  or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality.

<PAGE>

         xii. Conduct of Business.   prior to the closing,  ISSUER shall conduct
its business in the normal course, and shall not (1) sell, pledge, or assign any
assets (2) amend its Articles of Incorporation or Bylaws, (3) declare dividends,
redeem,  or sell  stock or other  securities,  (4)  incur any  liabilities.  (5)
acquire or dispose of any assets, enter into any contract, guarantee obligations
of any third party, or (6) enter into any other transaction.

         xiii.Documents.  All minutes, consents or other documents pertaining to
ISSUER to be delivered at closing shall be valid and in accordance with the laws
o Florida.

         xiv. Title. the Shares to be issued pursuant to this Agreement will be,
at closing, free and clear of all liens, security interests,  pledges,  charges,
claims,  encumbrances  and  restrictions of any kind. None of such Shares are or
will be subject to any voting  trust or  agreement.  No person  holds or has the
right to receive any proxy or similar  instrument  with  respect to such shares,
except as provided in this Agreement, the ISSUER is not a party to any agreement
which offers or grants to any person the right to purchase or acquire any of the
securities to be issued pursuant to the Agreement. There is no applicable local,
state or federal law, rule,  regulation,  or decree which would,  as a result of
the  issuance of the Shares,  impair,  restrict or delay any voting  rights with
respect to the shares.

         3.   STS represents and warrants to ISSUER the following  that prior to
Closing, it has been represented by independent counsel.

         4. INVESTMENT INTENT. Shareholders are acquiring the Shares for its own
account for purposes of investment and without expectation,  desire, or need for
resale  and not with the  view  toward  distribution,  resale,  subdivision,  or
fractionalization of the Shares.

         5.   DOCUMENTS TO BE DELIVERED AT CLOSING.

         i.   By the ISSUER

         (1)  Board  of  Directors   Minutes   authorizing  the  issuance  of  a
certificate or certificates  for the 12,000,000  Shares to be issued pursuant to
this Agreement.

         (2)  The resignation of the current officers and directors of ISSUER.

         (3)  A  Board  of  Directors resolution  appointing  the  following  as
directors of ISSUER:

              James B. Long
              Ian Pallett
              George Roy Long, Jr.

<PAGE>

         (4)  All of the business and corporate records of ISSUER, including but
not  limited to  correspondence  files,  bank  statements,  checkbooks,  savings
account  books,   minutes  of  shareholder  and  directors  meeting,   financial
statements,   shareholder  listings,  stock  transfer  records,  agreements  and
contracts.

         i.   By STS:


         (1)  Delivery to the ISSUER, or to its Transfer Agent, the certificates
representing 100% of the issued and outstanding stock of STS/

         6.   CLOSING.  The closing of this transaction  shall take place at the
law  offices of Eric P.  Littman,  7695 S. W. 104th  Street,  suite 210,  Miami,
Florida  33156.Unless the closing of this  transaction  takes place on or before
March 31, 2001, then either party may terminate this Agreement.

         7.   MISCELLANEOUS.

         i.   Captions  and  Headings.   The  Article  and  paragraph   headings
throughout  this Agreement are for  convenience and reference only, and shall in
no way be deemed to define,  limit,  or add to the meaning of any  provision  of
this Agreement.

         ii.  No oral Change.  this Agreement and any provision hereof,  may not
be waived, changed,  modified, or discharged orally, but only by an agreement in
writing  signed by the party  against whom  enforcement  of any waiver,  change,
modification, or discharge is sought.

         iii. Choice of Law. this Agreement shall be exclusively governed by and
construed in accordance with the laws of the State of Florida.  If any action is
brought among the parties with respect to this Agreement or otherwise, by way of
a claim or counterclaim,  the parties agree that in any such action,  and on all
issues, the parties irrevocably waive their right to a trial by jury.  Exclusive
jurisdiction  and  venue  for any such  action  shall  be the  State  Courts  of
Miami-Dade County,  Florida. in the event suit or action is brought by any party
under this Agreement to enforce any of its terms, or in any appeal therefrom, it
is agreed that the  prevailing  party shall be entitled to reasonable  attorneys
fees to be fixed by the arbitrator, trial court, and/or appellate court.

         iv.  Non Waiver.  Except as otherwise  expressly  provided  herein,  no
waiver of any  covenant,  condition,  or  provision of this  Agreement  shall be
deemed to have been made  unless  expressly  in writing  and signed by the party
against whom such waiver is charged;  and (i) the failure of any party to insist
in any  one  or  more  cases  upon  the  performance  of any of the  provisions,
covenants,  or  conditions  of this  Agreement or to exercise any option  herein
contained shall not be construed as a waiver or relinquishment for the future of
any  such  provisions,   covenants,  or  conditions,   (ii)  the  acceptance  of
performance  of  anything  required  by  this  Agreement  to be  performed  with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii)  no waiver  by

<PAGE>

any party of one breach by another  party  shall be  construed  as a waiver with
respect to any other or subsequent breach.

         v.   Time of essence. Time is of the essence of this  Agreement  and of
each and every provision hereof.

         vi.  Entire  Agreement. This Agreemet contains the entire Agreement and
understanding  between the parties  heretom and supersedes all prior  agreements
and understandings.

         vii. Counterparts. This Agreement may be executed simultaneously in one
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which  together  shall  constitute  one  and  the  same  instrument.   Facsimile
signatures shall constitute origianl signatures.

         IN WITNESS WHEREOF, the undersigned has executed this Agreement on this
18th day of December, 2000.


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



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