THIS MERGER AGREEMENT (the "Agreement") is entered into on March 18, 2002 between ProCon
Systems ApS, a Danish Corporation ("ProCon") and Internet Commerce, Inc., a Florida Corporation
("Subsidiary") which is a fully owned subsidiary company of Safe Technologies International, Inc. a Delaware
The Board of Directors of Subsidiary and ProCon believe the merger of ProCon with and into Subsidiary would
be advantageous and beneficial and in the best interests of ProCon and Subsidiary and their respective
It is the intention of the parties hereto that (i) ProCon shall be merged with and into Subsidiary (the "Merger"), (ii)
effective as of Closing the outstanding shares of ProCon will be converted into shares of the Common Stock of
Subsidiary (the "Merger Stock"), (iii) the issuance of the Merger Stock shall not be registered under the
Securities Act of 1933, as amended (the " Securities Act"), or under applicable state securities laws, pursuant to
exemptions from such registration, and (iv) the Merger shall qualify as tax-free reorganization under
Section 36B (a) (1) (A) of the Internal Revenue Code of 1986, as amended (the "Code").
THEREFORE, in consideration of the mutual covenants and agreement set forth herein and intending to be legally
bound, the parties hereto agree as follows:
1. Recitals and Definitions:
(a) The foregoing Recitals are true and correct and are incorporated herein and made a part hereof.
(b) For the purposes of this Agreement, the terms set forth below shall have the following meanings:
(c) ProCon Financial Statements means the unaudited financial statements of ProCon as of and for the period
ended February 28, 2002.
(d) Subsidiary Financial Statements means the unaudited financial statements of Subsidiary as of and for the
period ended December 31, 2001.
(e) Closing means the consummation of the transaction of events set forth in Section 11 hereof.
(f) Closing Date means the day on which the c