THIS MERGER AGREEMENT (the "Agreement") is entered into on March ___, 2002, between ALL
AMERICAN ACQUISITIONS ASSOCIATION, INC., a Florida corporation ("AAAA"), SAFE
TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation ("Safe Tech") and CONNECT.AD
OF SOUTH FLORIDA, INC., a Florida corporation ("Subsidiary") which is currently a wholly owned
subsidiary of Safe Tech.
The Boards of Directors of Subsidiary and AAAA believe that the merger of AAAA with and into Subsidiary
would be advantageous and beneficial and in the best interests of AAAA and Subsidiary and their respective
It is the intention of the parties hereto that: (i) AAAA shall be merged with and into Subsidiary (the "Merger"), (ii)
effective as of Closing, each outstanding share of the common stock of AAAA will be converted into shares of
common stock of the Subsidiary (the "Merger Stock") such that after the Merger the present shareholders of
AAAA will own 92% of the outstanding stock of the merged entity, and the present shareholders of Subsidiary
will own 8% of the outstanding stock of the merged entity; (iii) the issuance of the Merger Stock will 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 a tax-free
reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code").
THEREFORE, in consideration of the mutual covenants and agreements 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 purposes of this Agreement, the terms set forth below shall have the following meanings:
AAAA FINANCIAL STATEMENTS means the unaudited Balance Sheet of AAAA on March 25, 2002.
SUBSIDIARY FINANCIAL STATEMENTS means the