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PAHG (OTCBB) Patron Holdings, Inc. Subsidiary Patron Systems, Inc. Signs Definitive Merger Agreement with TrustWave Corp.

MONDAY , NOVEMBER 25, 2002 08:59 AM

CHICAGO & ANNAPOLIS, Md., 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 merger agreement with TrustWave Corp., a Maryland corporation. Under the terms of the agreement, TrustWave will become a wholly owned subsidiary of Patron. TrustWave shareholders will receive, in the aggregate, $20,000,000 in cash and approximately 8,850,000 shares of Patron common stock, subject to a one-time increase based on the trading price of such shares. The closing of the acquisition is subject to normal closing conditions, including approval of the TrustWave shareholders, the receipt of adequate financing to complete this transaction and obtaining additional working capital funding.

"Through this transaction, TrustWave has taken a major step in delivering its market-leading security services to a larger audience of corporate and government clients," said TrustWave President and CEO, Joseph Patanella. "We look forward to working with the leadership of Patron Systems to capitalize upon the growing information security needs of organizations across all industries."

As previously announced, TrustWave was formed in 1995 by Joseph Patanella, an eighteen year veteran of the National Security Agency (NSA). TrustWave provides Enterprise Information Assurance services and solutions to a wide range of corporate, educational, and government clients. TrustWave was the first organization to be rated and certified by the NSA to conduct Critical Infrastructure Assessments under the Agency's INFOSEC Assessment Methodology (IAM), a key to Presidential policy establishing information security benchmarks for the nation's critical infrastructure.

Focused on network and Internet security issues for over twenty years, former NSA operatives comprise the core of the technical services staff of TrustWave and have extensive experience in Information Technology and security solution implementation for the U.S. Department of Defense, the U.S. Secret Service, the U.S. Department of Justice and the Federal Bureau of Investigation.

The Company's cadre of Fortune 500 clients in the financial and healthcare industries selected TrustWave to address enterprise-wide Information Assurance concerns which are broader and deeper than traditional system intrusion prevention. TrustWave works with large corporations and government agencies within a framework of systems and network engineering to develop strategic information security solutions. TrustWave is in a unique position to identify and deploy the best technical solutions for the enterprise actively securing the client (network) by monitoring events from threats both internal and external in a globally networked communications environment. TrustWave has also trained federal law enforcement agents in electronic forensics and intrusion detection techniques.

TrustWave has expertise in all areas of Information Assurance, and offers the following services:



Vulnerability Assessments -- organizational as well as custom
application penetration testing and software code review
Information Assurance Program Development
Security Policy Development
Secure Architecture Design
Electronic Forensics and Investigations
Security Training
Solutions Design, Development, and Deployment -- including
firewall implementation, secure remote and Internet access,
Intrusion Detection Systems (IDS), Virtual Private Networks
(VPN) and electronic business applications, such as eCommerce
applications and public key infrastructure (PKI).
TrustSentry(R) 24x7 Managed Security Services -- a
comprehensive security outsourcing solution that incorporates
policy and architecture review with firewall and IDS
management, including periodic vulnerability scanning.


TrustWave has also developed a breakthrough product called TrustKeeper(R), allowing organizations to measure compliance with any number of regulatory requirements or guidelines for information security. This product, which has been initially launched through First Data Corporation as its standard e-merchant security compliance program, can also be used to ensure HIPAA and GLBA compliance in the healthcare and financial industries. It can also be tailored to ensure compliance with proprietary information security policies developed by an organization or in concert with a TrustWave Security Policy Development program.

The professional services staff of TrustWave will comprise the initial security specialist resource requirements for Patron client projects.

More information about TrustWave Corporation is available at www.trustwave.com.


About Patron Holding, Inc.'s subsidiary Patron Systems, Inc.


Patron Holding, 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 TrustWave or any other acquisitions, the ability of PAHG, Patron or TrustWave 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
TrustWave Corp., Annapolis, Maryland
Joseph Patanella, 410/573-6910 ext. 2616

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