EXTENSION AGREEMENT
Merger Agreement
This Agreement is entered effective as of October 31, 1997, between INTELLIGENCE
NETWORK INTERNATIONAL, INC. ("INI") and SAFE AID PRODUCTS INCORPORATED,
a Delaware corporation ("Safe Aid").
INI and Safe Aid entered into a Merger Agreement dated August 29, 1997 (the
"Merger Agreement") pursuant to which it is intended that INI will merge into
Safe Aid in a reverse merger (the "Merger"). Section 7 of the Merger Agreement
provides that the Merger Agreement may be canceled by either party if the Merger
is not closed by October 31, 1997 (the "Cancellation Date"). The parties have
prepared a Proxy Statement for solicitation of the approval of Safe Aid's
stockholders and, on September 29, 1997, filed such Proxy Statement with the
United States Securities and Exchange Commission (the "SEC"). The SEC has
indicated that it will review the Proxy Statement. Such review may delay mailing
of the Proxy Statement to the stockholders of Safe Aid such that the approval of
the Safe Aid stockholders may not be accomplished in time to close the Merger on
or before the Cancellation Date. The parties now wish to amend the Merger
Agreement to extend the Cancellation Date.
Therefore, in consideration of the mutual promises, covenants and conditions set
forth herein, the parties agree as follows:
1. Extension of Cancellation Date. The Cancellation Date is hereby extended to
November 30, 1997, provided INI has similarly extended its Acquisition
Agreements with Total Micro Computer Systems, Inc. ("Total Micro") and GMG
Computer Consultants, Inc. ("GMG") . The Cancellation Date may be further
extended by INI, to 30 days after resolution of any comments which the SEC might
have on the Proxy Statement, upon written notice to Safe Aid, provided INI has
similarly extended its Acquisition Agreements with Total Micro and GMG. The
Cancellation Date may not be extended beyond March 1, 1998, however, without the
written consent of both INI and Safe Aid.
2. Compliance with Conditions in Merger Agreement. Both INI and Safe Aid
represent to each other that their respective Boards of Directors have approved
the Merger Agreement, and acknowledge that each other is currently in compliance
with all covenants and other obligations contained in the Merger Agreement. INI
represents that it has closed its acquisitions of Total Micro and GMG, subject
to cancellation if the Merger is not consummated by a certain date. INI
represents that it has entered into extension agreements with both Total Micro
and GMG extending such date to November 30, 1997, and providing for further
extension by INI, to 30 days after resolution of any comments which the SEC
might have on the Proxy Statement, upon presentation to Total Micro and GMG of
reasonable evidence that Safe Aid is actively pursuing the resolution of any
such comments. Safe Aid hereby acknowledges that such companies meet the
requirements of Section 9(d) of the Merger Agreement and are acceptable to Safe
Aid.
3. Proxy Mailing and Shareholder Solicitation. Safe Aid will mail the Proxy
Statement to its shareholders, and INI will pay the postage costs for such
mailing.
4. No Further Changes. Except as modified hereby, all of the terms and
conditions of the Merger Agreement remain unchanged and in full force and
effect.
5. Counterparts. This Agreement may be signed in counterparts, all of which
together shall constitute one Agreement.
6. Facsimile Signatures. This Agreement may be signed and delivered by facsimile
signature and any such signatures shall be of the same force and effect as
original signatures.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
INTELLIGENCE NETWORK INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
SAFE AID PRODUCTS INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President