(STATE SEAL OMITTED)
                           FLORIDA DEPARTMENT OF STATE
                                Katherine Harris
                               Secretary of State

December 28, 2000

Capital Connection, Inc.
417 E. Virginia St.
Suite 1
Tallahassee, FL 32301


Re: Document Number P94000088729

The Articles of Merger were filed December 28, 2000; for SWEETS AND EATS,  INC.,
the surviving Florida entity.

Should you have any further questions  concerning this matter,  please feel free
to call (850) 487-6907, the Amendment Section.

Annette Ramsey
Corporate Specialist
Division of Corporations                             Letter Number: 400A00064708




Division of Corporations - P.O. Box 6327 - Tallahassee, Florida 32314

<PAGE>


                               ARTICLES OF MERGER

                                       OF

                        SAFE TRANSPORTATION SYSTEMS, INC.
                             (a Wyoming corporation)

                                      INTO

                              SWEETS AND EATS, INC.

                             (a Florida corporation)


         Pursuant to section 607.1105 of the Florida  Business  Corporation Act,
Safe Transportation  Systems, Inc., a Wyoming corporation,  and Sweets and Eats,
Inc., a Florida corporation, certify that:

First:   The name and state of the constituent corporations of the merger are:

         Safe Transportation  Systems,  Inc., a Wyoming corporation,  and Sweets
         and Eats, Inc., a Florida corporation

Second:  An agreement and plan of merger dated  December 18, 2000,  between Safe
         Transportation  Systems,  Inc.  and Sweets and Eats Inc.  (the  "Merger
         Agreement")  has  been  approved,  adopted,  certified,   executed  and
         acknowledged  by  shareholders  of  each  constituent  corporations  in
         accordance  with be  requirements  of section  607.1101  of the Florida
         Business Corporation Act.

Third:   The name of the  corporation  that  survives  the  merger is Sweets and
         Eats, Inc., Corp. (the "surviving corporation").

Fourth:  The  certificate  of  incorporation  of Sweets  and Eats,  Inc.  is the
         certificate of incorporation of the surviving corporation,

Fifth:   The executed Merger Agreement is on file at the office of the surviving
         corporation  located at 7695 S.W. 104 Street,  Suite 6 210,  Miami,  FL
         33131.

Sixth:   The surviving  corporation  will furnish a copy of the Merger Agreement
         upon request and without charge to any  stockholder of any  constituent
         corporation.

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

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


<PAGE>

         In consideration of the mutual covenants, and subject to the terms raid
conditions hereinafter set forth, the 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 the  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 0 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, privileges;  immunities,  powers and
franchises, subject to its restrictions,  liabilities,  disabilites, and duties,
all as more particularly sot forth ire Florida Statute 607,1106.

9.       If at any time after the 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 and deliver, upon the request of SAE,
any  and  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,


<PAGE>

10.      After the et1bctive date of the merger, each holder of certificates for
shares of STS shall  surrender  THEM to SAE: in 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 he 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 boon  declared and paid between the  effective  date of the merger
and the issuance to such  shareholder of the  certificate for such shares in the
 .9tirviving 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 SAE 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
SAE 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 INCORPORATION
                    ----------------------------------------

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


<PAGE>

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

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

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

14.      The directors and officers of the surviving corporation as  of the date
on the 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
sharcholders  of  the  constituent   corporations  in  the  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 on the happening of either of the following events:

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


<PAGE>


      corporations, or

B.       If,  in the  judgment  of the  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 may be executed in any number of counterparts,
and each such  counterpart  shall  constitute an original  instrument. Facsimile
slgnatures 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 on 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, President