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PAHG (OTCBB) Patron Holdings, Inc. Subsidiary Patron Systems, Inc. Signs Definitive Agreement to Acquire Entelagent Software Corp.

MONDAY , NOVEMBER 25, 2002 07:02 AM

CHICAGO, Nov 25, 2002 (BUSINESS WIRE) -- Patron Systems, Inc., a wholly owned subsidiary of Patron Holdings, Inc. (OTCBB: PAHG), announced that it has executed a definitive agreement to acquire Entelagent Software Corp., a California corporation. Under the terms of the agreement, Entelagent will become a wholly owned subsidiary of Patron. The shareholders of Entelagent will receive, in the aggregate, 1,800,000 shares of Patron common stock and Patron will assume certain debts and obligations of Entelagent. The closing of the acquisition is subject to customary closing conditions, including approval of the Entelagent shareholders, the consummation of Patron's acquisition of TrustWave Corp., a Maryland corporation, and obtaining additional working capital funding.

Entelagent provides enterprise-wide solutions for optimizing real-time electronic mail surveillance, pre and post-event review of email and attachments, archiving, and policy management. The core of the Entelagent architecture is SAMS Online(R) a scalable, full-function email gateway server that is hardware, operating system, email system and network independent.

"We are pleased with the opportunities provided by the Entelagent product line in assisting organizations with email and attachment risk management," said Brett Newbold, President of Patron Systems Technology Products Group. "Going forward, we see significant development prospects for the SAMS Online(R) platform beyond email content surveillance, including Instant Messaging, chat and checkpointing all information leaving and entering the enterprise. With the Entelagent platform as a base, we will be able to ensure that nothing sensitive, confidential, or proprietary leaves the enterprise electronically without proper authority."

Recent investigations by Eliot Spitzer, Attorney General of New York, into email content and archiving procedures has shown that many organizations in the financial services industry are not complying with current industry legislation and regulation. While the investigation continues, several large institutions have been heavily fined and have agreed to rapidly upgrade their email policies and procedures. Entelagent has quickly become the leading email content monitoring and archiving software to the financial services industry including global customers such as: Goldman-Sachs, Mellon Bank, Nomura Securities, Daiwa Securities America and Edward Jones & Company.

Key components of the Entelagent offering are two proprietary software agents, the Surveillance Agent and Archive/Data Mining Agent.

The Surveillance Agent features an open, multilingual, rule-based lexicon to support email management, centralized authority, decentralized responsibility and accountable content security. The lexicon is readily customizable to serve the unique needs of SEC Compliance Officers, Human Resources, Accounting, Internal Audit, Marketing & Sales and other departments. The multi-tier, multi-group functionality and rule-based lexicon supports customization to match the client's policies and procedures on an individual, group, office/branch, department, division, subsidiary or enterprise-wide level.

The Archive/Data Mining Agent enables authorized users to find archived messages, anywhere, any time, subject to their access privileges. The Data Mining Agent, like the Surveillance Agent, automatically logs and tracks all end-user activities, so that a complete audit trail is maintained by the system. Further, the Data Mining Agent is fully integrated with the Surveillance Agent, allowing a reviewer to conduct research on prior messages involving the same sender or related subjects. In compliance with SEC rule 17a-4, the product automatically performs complete archiving onto optical media such as WORM jukeboxes or other media, as required.

More information about Entelagent Software Corp. is available at www.entelagent.com.



About Patron Holdings, Inc. Subsidiary Patron Systems, Inc.


Patron Holdings, Inc. subsidiary, Patron Systems, Inc., is a development stage information security company incorporated in April 2002 to provide security services and technology products to global enterprises. Patron's Security Services Group intends to work with organizations to provide comprehensive, certifiable solutions for trusted information environments. Initial offerings are contemplated to include vulnerability assessments; compliance and certification reviews, training, remediation, monitoring, and managed services. Patron's Technology Products Group, through its planned acquisition of third generation software and hardware, plans to help enterprises address security needs holistically throughout the IT environment. Patron Systems intends to deploy products maintaining the highest standards of independence, product quality and functionality, as well as ROI for the client organization.


Forward Looking Statements


The statements made in this press release are forward-looking and are based on current expectations that are subject to a number of uncertainties and risks, and actual results may differ materially. There can be no assurance that the proposed transaction will be completed. The uncertainties and risks also include, but are not limited to, the ability to complete the proposed acquisition of Entelagent or any other acquisitions, the ability of PAHG, Patron or Entelagent to execute effectively its business plan, changes in the market for information security solutions, changes in market activity, anticipated increases in customers, seasonality, the development of new products and services, the enhancement of existing products and services, competitive pressures (including price competition), system failures, economic and political conditions, changes in consumer behavior and the introduction of competing products having technological and/or other advantages. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. Statements made in this document that are not purely historical are forward-looking statements, including any statements as to beliefs, plans, expectations, or intentions regarding the future. PAHG and Patron assume no obligation to update information concerning its expectations.


CONTACT: Patron Systems, Inc., Chicago
Ryan Kirch, 312/493-2171
[e-mail]
or
Capital Market Relations
Chris Rosgen, 949/481-9739
or
Entelagent Software, Corp., Aliso Viejo CA
William Hammon, 949/831-8350, Ext. 1204

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