among

EXHIBIT 2.1

EXECUTION COPY

AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT

Dated as of October 10, 2002

among

COMBINED PROFESSIONAL SERVICES, INC.,

PATRON SYSTEMS, INC.

and

THE PATRON STOCKHOLDERS
(as defined herein)

TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS......................................................................................... 1

Section 1.1. Definitions........................................................................ 1

ARTICLE II
EXCHANGE............................................................................................ 3

Section 2.1. Exchange of Patron Stock........................................................... 3

Section 2.2. The Closing........................................................................ 3

Section 2.3. Deliveries by the Company at the Closing........................................... 3

Section 2.4. Deliveries by the Patron Stockholders at the Closing............................... 4

Section 2.5. Deliveries by Patron at the Closing................................................ 4

ARTICLE III
CONDITIONS TO THE OBLIGATIONS OF PATRON AND THE PATRON STOCKHOLDERS................................. 5

Section 3.1. Exchange by Other Patron Stockholders; Cancellation of Shares Held by Spanier...... 5

Section 3.2. Accuracy of Representations and Warranties......................................... 5

Section 3.3. Performance........................................................................ 5

Section 3.4. Approval........................................................................... 5

Section 3.5. Opinion of Company's Counsel....................................................... 5

Section 3.6. Articles of Incorporation.......................................................... 6

Section 3.7. Due Diligence...................................................................... 6

Section 3.8. Holdback Agreement................................................................. 6

Section 3.9. Sale of Securities................................................................. 6

Section 3.10. No Restraint....................................................................... 6

ARTICLE IV
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY........................................................ 6

Section 4.1. Exchange by the Patron Stockholders................................................ 6

Section 4.2. Accuracy of Representations and Warranties......................................... 6

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY....................................................... 6

Section 5.1. Organization and Standing.......................................................... 6

Section 5.2. Corporate Power.................................................................... 7

Section 5.3. Capitalization..................................................................... 7

Section 5.4. Subsidiaries....................................................................... 7

Section 5.5. Authorization...................................................................... 7

Section 5.6. No Violation; Consents............................................................. 7

Section 5.7. Securities Laws Compliance......................................................... 8

Section 5.8. Litigation......................................................................... 8

Section 5.9. Employees.......................................................................... 8

Section 5.10. Brokers or Finders; Other Offers.................................................. 8

Section 5.11. Disclosure........................................................................ 9

Section 5.12. Agreements; Action................................................................ 9

Section 5.13. Tax Returns and Payments.......................................................... 9

Section 5.14. Intellectual Property............................................................. 9

Section 5.15. Registration Rights............................................................... 9

Section 5.16. Anti-Dilution and Other Shares.................................................... 9

Section 5.17. Real Property..................................................................... 10

Section 5.18. OTC Listing....................................................................... 10

Section 5.19. SEC Documents..................................................................... 10

Section 5.20. Issuance of Shares................................................................ 10

Section 5.21. Liabilities....................................................................... 10

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE PATRON STOCKHOLDERS........................................... 11

Section 6.1. Title; Authority; Enforceability.................................................... 11

Section 6.2. No Conflicts; Consents.............................................................. 11

Section 6.3. Patron Stockholder Acknowledgements................................................. 11

ARTICLE VII
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF PATRON................................................. 13

Section 7.1. Organization and Standing; Articles and Bylaws...................................... 13

Section 7.2. Corporate Power..................................................................... 13

Section 7.3. Capitalization..................................................................... 13

Section 7.4. Subsidiaries....................................................................... 13

Section 7.5. Authorization...................................................................... 14

Section 7.6. No Violation; Consents............................................................. 14

Section 7.7. Litigation......................................................................... 14

Section 7.8. Employees.......................................................................... 14

Section 7.9. Brokers or Finders; Other Offers................................................... 15

Section 7.10. Disclosure........................................................................ 15

Section 7.11. Agreements; Action................................................................ 15

Section 7.12. Tax Returns and Payments.......................................................... 15

Section 7.13. Intellectual Property............................................................. 15

Section 7.14. Registration Rights............................................................... 15

Section 7.15. Anti-Dilution and Other Shares.................................................... 16

Section 7.16. Real Property..................................................................... 16

ARTICLE VIII
SPECIAL COVENANTS................................................................................... 16

Section 8.1. Activities of the Company.......................................................... 16

Section 8.2. Access to Properties and Records................................................... 17

Section 8.3. New Board of Directors and Officers................................................ 17

Section 8.4. Public Announcements............................................................... 17

ARTICLE IX
MISCELLANEOUS....................................................................................... 17

Section 9.1. Termination........................................................................ 17

Section 9.2. Effect of Termination.............................................................. 18

Section 9.3. Notices............................................................................ 18

Section 9.4. Fees and Expenses.................................................................. 19

Section 9.5. Specific Performance............................................................... 20

Section 9.6. Entire Agreement; Waivers and Amendments........................................... 20

Section 9.7. Assignment; Binding Effect......................................................... 20

Section 9.8. Severability....................................................................... 20

Section 9.9. No Third Party Beneficiaries....................................................... 20

Section 9.10. Governing Law..................................................................... 20

iii

Section 9.11. Interpretation.................................................................... 20

Section 9.12. Captions.......................................................................... 21

Section 9.13. Counterparts...................................................................... 21

Exhibits

Exhibit A Articles of Incorporation of the Company

Schedules

Schedule A Patron Stockholders
Schedule 2.3 Additional Company Common Stock Issuances

AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT

AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT (this "Agreement") dated
as of October 10, 2002 among Combined Professional Services, Inc., a Nevada
corporation (the "Company"), Patron Systems, Inc., a Delaware corporation
("Patron"), and the holders of the outstanding capital stock of Patron
identified on Schedule A hereto (the "Patron Stockholders").

WHEREAS, the Company is a Nevada corporation having an authorized
capital of 50,000,000 shares of common stock, par value $0.001 per share
("Company Common Stock"), of which 6,687,200 shares have been issued and are
outstanding;

WHEREAS, Patron is a Delaware corporation having an authorized capital
of 50,000,000 shares of common stock, par value $0.01 per share ("Patron Common
Stock"), of which 25,000,000 shares have been issued and are outstanding, and
10,000,000 shares of preferred stock, par value $0.01 per share ("Patron
Preferred Stock"), none of which have been issued or are outstanding;

WHEREAS, the respective boards of directors of the Company and Patron
have approved the exchange of shares of Patron Common Stock for shares of
Company Common Stock pursuant to the terms of this Agreement (the "Share
Exchange"), such that, immediately following the Share Exchange, the Patron
Stockholders shall hold approximately eighty-five percent (85%) of the
outstanding capital stock of the Company;

WHEREAS, the Share Exchange is intended to qualify as a tax-free
contribution under Section 351 of the Internal Revenue Code of 1986, as amended,
but no opinion of counsel or Internal Revenue Service determination is being
obtained for such treatment and it is not a condition to Closing;

WHEREAS, the Company, Patron and the Patron Stockholders entered into
a Share Exchange Agreement dated as of September 27, 2002 (the "Original
Agreement"); and

WHEREAS, the parties seek to amend and restate the Original Agreement
in its entirety pursuant to Section 9.6 thereof, to correct certain inaccuracies
and to otherwise more fully reflect the nature of the transaction described
therein.

NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree to amend and restate the
Original Agreement in its entirety as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. The following terms when used in this Agreement
shall have the following respective meanings:

"5% Shareholders" has the meaning set forth in Section 5.3.

"Agreement" has the meaning set forth in the first paragraph of this
Agreement.

"Applicable Law" means, with respect to any Person, any law, statute,
rule, regulation, order, writ, injunction, judgment or decree of any
Governmental Authority to which such person or any of its subsidiaries is bound
or to which any of their respective properties is subject.

"Business Day" means any day other than a Saturday, Sunday or other
day on which commercial banks in New York are required or authorized by law to
be closed.

"Closing" has the meaning set forth in Section 2.2.

"Closing Date" has the meaning set forth in Section 2.2.

"Company" has the meaning set forth in the first paragraph of this
Agreement.

"Company Common Stock" has the meaning set forth in the Recitals.

"Company Material Adverse Effect" has the meaning set forth in Section
5.1.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

"Exchange Shares" means the shares of Company Common Stock issued by
the Company to the Patron Stockholders pursuant to the terms of this Agreement.

"Governmental Authority" means any federal, state, local or foreign
governmental or regulatory authority.

"Lien or Encumbrance" means any lien, pledge, mortgage, security
interest, claim, lease, charge, option, right, easement, servitude, transfer
limit, restriction, title defect or other encumbrance.

"Patron" has the meaning set forth in the first paragraph of this
Agreement.

"Patron Common Stock" has the meaning set forth in the Recitals.

"Patron Common Stock Certificates" has the meaning set forth in
Section 2.4.

"Patron Options" has the meaning set forth in Section 7.3.

"Patron Option Shares" has the meaning set forth in Section 7.3.

"Patron Stockholders" has the meaning set forth in the first paragraph
of this Agreement.

"Permitted Lien" means: (i) liens for taxes and other governmental
charges and assessments arising in the ordinary course of business which are not
yet due and payable, (ii) liens of landlords and liens of carriers,
warehousemen, mechanics and materialmen and other like liens arising in the
ordinary course of business for sums not yet due and payable and (iii) other
liens or imperfections on property which are not material in amount, do not
interfere with, and are not violated by, the consummation of the transactions
contemplated by this Agreement, and do not impair the marketability of, or
materially detract from the value of or materially impair the existing use of,
the property affected by such lien or imperfection.

"Person" means any individual, corporation, partnership, limited
liability company, firm, joint venture, association, joint stock company, trust,
unincorporated organization, Governmental Authority or other entity or
organization.

"SEC" means the United States Securities and Exchange Commission.

"SEC Documents" has the meaning set forth in Section 5.19.

"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations thereunder.

"Share Exchange" has the meaning set forth in the Recitals, as more
specifically set forth in Section 2.1.

ARTICLE II

EXCHANGE

Section 2.1. Exchange of Patron Stock. Upon the terms and subject to the
conditions set forth in this Agreement, the Company and the Patron Stockholders
agree to exchange (the "Share Exchange"), on the Closing Date, the outstanding
shares of Patron Common Stock for shares of Company Common Stock at an exchange
ratio of one (1) share of Company Common Stock for one (1) share of Patron
Common Stock owned by each Patron Stockholder, such that each Patron Stockholder
shall receive that number of shares of Company Common Stock set forth next to
such holder's name on Schedule A hereto. In addition, the Company agrees to
reserve an aggregate of 11,000,000 shares of Company Common Stock for future
acquisitions.

Section 2.2. The Closing. The closing (the "Closing") of the Share Exchange
shall take place on the third Business Day following the fulfillment or waiver
of the closing conditions set forth in Articles III and IV, or on such other
date and at such other time and place as the parties hereto shall agree in
writing. The date and time at which the Closing occurs is referred to herein as
the "Closing Date."

Section 2.3. Deliveries by the Company at the Closing. At the Closing, the
Company shall issue and deliver all of the following:

(a) To each Patron Stockholder, certificate(s) representing, in the
aggregate, that number of shares of Company Common Stock as set forth next to
such Patron Stockholder's name on Schedule A in definitive form and registered
in the name of such Patron Stockholder or

its nominee or designee and in such denominations as each Patron Stockholder
shall request in writing at least two (2) Business Days prior to the Closing
Date.

(b) The certificate contemplated by Section 3.3.

(c) A certificate of good standing from the Nevada Secretary of State,
issued as of a date within two Business Days prior to the Closing Date,
certifying that the Company is in good standing as a corporation in the State of
Nevada.

(d) Incumbency and specimen signature certificates dated the Closing
Date with respect to the officers of the Company executing this Agreement and
any other document delivered pursuant hereto on behalf of the Company.

(e) Copies of the resolutions or consents of the Company's board of
directors (1) authorizing the execution and performance of this Agreement and
the contemplated transactions by the Company, (2) reserving 11,000,000 shares of
Company Common Stock for issuance pursuant to potential acquisitions, (3)
authorizing the issuance of 1,801,688 shares of Company Common Stock to the
individuals and in the amounts identified in Schedule 2.3 hereto, and (4)
electing the Patron executive officers to positions with the Company held by
them with Patron, certified by the secretary or an assistant secretary of the
Company as of the Closing Date.

(f) The resignation of Xxxx Xxxxxxx, the sole officer and director of
the Company, effective, with respect to his position as an officer of the
Company, as of the Closing Date, and, with respect to his position as a director
of the Company, effective as of the date on which the Patron board designees
shall be elected to the Company's Board of Directors.

Section 2.4. Deliveries by the Patron Stockholders at the Closing. At the
Closing, each Patron Stockholder shall deliver to the Company the certificates
representing their shares of Patron Common Stock (the "Patron Common Stock
Certificates") and duly executed securities powers in favor of the Company in
respect of such certificates.

Section 2.5. Deliveries by Patron at the Closing. At the Closing, Patron
shall deliver to the Company at the Closing:

(a) A certificate of good standing from the Secretary of State of the
State of Delaware, issued as of a date within two Business Days prior to the
Closing Date certifying that Patron is in good standing as a corporation in the
State of Delaware;

(b) Incumbency and specimen signature certificates dated the Closing
Date with respect to the officers of Patron executing this Agreement and any
other document delivered pursuant hereto on behalf of Patron; and

(c) Copies of resolutions or consents of the board of directors
authorizing the execution and performance of this Agreement and the contemplated
transactions, certified by the secretary or an assistant secretary of Patron as
of the Closing Date; and

(d) Copies of the current versions of transaction documents relating
to Patron's proposed transactions with TrustWave Corporation and Entelagent.

ARTICLE III

CONDITIONS TO THE OBLIGATIONS OF PATRON
AND THE PATRON STOCKHOLDERS

The obligation of Patron and each Patron Stockholder to consummate the
Share Exchange is subject to the satisfaction of the following conditions as of
the Closing:

Section 3.1. Exchange by Other Patron Stockholders; Cancellation of Shares
Held by Xxxxxxx.

(a) Each Patron Stockholder shall have tendered all of his, her or its
respective Patron Common Stock Certificates for exchange pursuant to the
provisions of Article II.

(b) Xxxx Xxxxxxx, the President of the Company, shall have returned to
the Company for cancellation, certificates representing 4,000,000 shares of
Company Common Stock.

(c) The Company shall have issued 1,801,688 shares of Company Common
Stock to certain individuals, such that the post-Closing capitalization
(assuming exercise of the Patron Options and issuance of the 11,000,000 shares
reserved for acquisitions) of the Company shall not exceed 44,888,888.

Section 3.2. Accuracy of Representations and Warranties. The
representations and warranties contained in Article V hereof shall be true and
correct in all material respects at and as of the Closing.

Section 3.3. Performance. The Company shall have performed and complied
with all agreements contained herein required to be performed or complied with
by it prior to or at the Closing Date, and the President of the Company shall
have certified to Patron and the Patron Stockholders in writing to such effect
and to the further effect that all the conditions set forth in this Article III
have been satisfied.

Section 3.4. Approval. All corporate and other proceedings to be taken by
the Company in connection with the transactions contemplated hereby and all
documents incident thereto shall be satisfactory in form and substance to Patron
and the Patron Stockholders shall have received all such counterpart originals
or certified or other copies of such documents as they reasonably may request.

Section 3.5. Opinion of Company's Counsel. Patron and the Patron
Stockholders shall have received from Xxxx Xxxxxxxxx, counsel to the Company, an
opinion dated the Closing Date in form and scope satisfactory to Patron and the
Patron Stockholders, confirming: (i) the due incorporation, valid existence and
good standing and corporate power of the Company to own and operate its
properties and assets, (ii) the power and authority of the Company to enter into
and perform its obligations under this Agreement and to consummate the
transactions

contemplated by this Agreement, and (iii) the due authorization and valid
issuance of the Exchange Shares.

Section 3.6. Articles of Incorporation. The Articles of Incorporation of
the Company shall read in its entirety as set forth in Exhibit A hereto.

Section 3.7. Due Diligence. Patron shall have completed its due diligence
with respect to the Company to its satisfaction.

Section 3.8. Holdback Agreement. Counsel to the Company, Xxxx Xxxxxxxxx,
shall have entered into an agreement with the Company pursuant to which the
Company shall deliver to him, on the date that is twelve months from the date
hereof, a stock certificate issued in his name representing 50,000 shares of
Company Common Stock and (ii) Xx. Xxxxxxxxx shall agree to refrain from
transferring, directly or indirectly, any interest in such shares to any Person
for a period of twelve months following the date hereof.

Section 3.9. Sale of Securities. The Company shall have effected the sale
of shares of PBJ Holdings, Inc. (the parent company of Florida Discount
Securities, Inc.) held by the Company, for fair market value, as determined in
good faith by the Company's Board of Directors. The Company's Board of Directors
has determined that the fair market value of such shares is $10,000 and the
Company shall have received such amount from PBJ Holdings, Inc. prior to
closing.

Section 3.10. No Restraint. No claim, suit, proceeding or action shall be
pending or threatened challenging the transaction contemplated hereby or the
authority of the parties to enter into this Agreement or to consummate the
transaction.

ARTICLE IV

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY

The obligation of the Company to consummate the Share Exchange is
subject to the satisfaction of the following conditions as of the Closing:

Section 4.1. Exchange by the Patron Stockholders. Each Patron Stockholder
shall have tendered his, her, or its respective Patron Common Stock Certificates
for exchange pursuant to the provisions of Article II.

Section 4.2. Accuracy of Representations and Warranties. The
representations and warranties contained in Articles VI and VII shall be true
and correct in all material respects at and as of the Closing Date.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Patron and the Patron
Stockholders, as of the date of this Agreement, as follows:

Section 5.1. Organization and Standing. The Company is a corporation duly
organized and validly existing under the laws of the State of Nevada and is in
good standing under such laws. The Company has the requisite corporate power to
own and operate its

properties and assets, and to carry on its business as it is now being conducted
and as proposed to be conducted. The Company is duly qualified or licensed as a
foreign corporation and is in good standing in all jurisdictions where the
nature of its business or property makes such qualification or licensing
necessary except where the failure to do so would not have a material adverse
effect (financial or otherwise) on the business, property, prospects, assets or
liabilities of the Company (a "Company Material Adverse Effect"). The Company
has provided to Patron copies of its Articles of Incorporation and Bylaws. Such
copies are true, correct and complete and contain all amendments through the
date of Closing

Section 5.2. Corporate Power. The Company has all requisite legal and
corporate power to execute and deliver this Agreement and to consummate the
other transactions contemplated by the terms of this Agreement, and to carry out
and perform its obligations under the terms of this Agreement.

Section 5.3. Capitalization. The authorized capital stock of the Company
consists of 50,000,000 shares of Company Common Stock, of which 6,687,200 shares
have been issued and are outstanding. All issued and outstanding shares of
Company Common Stock have been duly authorized and validly issued, and are fully
paid and nonassessable. All outstanding securities of the Company were issued in
compliance with applicable federal and state securities laws. There are no
preemptive rights, options or warrants or other conversion privileges or rights
now outstanding to purchase or acquire any of the capital stock of the Company
and no shares of the Company's capital stock are reserved for issuance. The
Company is not obligated to repurchase any shares of its capital stock or any
other securities. To the Company's knowledge, there is no agreement or
understanding between any holders of in excess of five percent (5%) of the
Company's outstanding securities (collectively, the "5% Shareholders") that
affects or relates to the voting or giving of written consents with respect to
any security or the voting by a director of the Company and, to the Company's
knowledge, there is no agreement or understanding between any Persons that
affects or relates to the voting or giving of written consents with respect to
any security or the voting by a director of the Company.

Section 5.4. Subsidiaries. The Company does not own or control, directly or
indirectly, any interest in any other corporation, partnership, limited
liability company, association or other business entity. The Company is not a
participant in any joint venture or similar arrangement.

Section 5.5. Authorization. All corporate action on the part of the
Company, its directors and shareholders necessary for the authorization,
execution, delivery and performance of this Agreement by the Company; the
consummation by the Company of the other transactions contemplated hereunder or
thereunder, and the performance of all of the Company's obligations under this
Agreement, have been taken or will be taken prior to the Closing. This
Agreement, when executed and delivered by the Company, shall constitute the
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, subject to: (a) laws of general application relating
to bankruptcy, insolvency, and the relief of debtors or (b) general equitable
principles.

Section 5.6. No Violation; Consents. (a) The execution, delivery and
performance by the Company of this Agreement and the consummation of the
transactions contemplated hereby do not and will not contravene any Applicable
Law. The execution, delivery and performance

by the Company of this Agreement and the consummation of the transactions
contemplated hereby will not (i) violate, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any contract, lease,
loan agreement, mortgage, security agreement, trust indenture or other agreement
or instrument to which the Company is a party or by which it is bound or to
which any of its properties or assets is subject, (ii) result in the creation or
imposition of any Lien (other than a Permitted Lien) upon any of the properties
or assets of the Company or (iii) violate any provision of its Articles of
Incorporation or Bylaws.

(b) No consent, authorization or order of, or filing or registration
with, any Governmental Authority or other person is required to be obtained or
made by the Company for the execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby.

(c) The Company is not subject to any statutory or contractual
provision dealing with "change of control", control share acquisition, business
combination, fair price, or any similar provision that would limit in any way
the rights of the Patron Stockholders to the Exchange Shares.

Section 5.7. Securities Laws Compliance. The Company is relying on the
exemption contained in Section 4(2) of the Securities Act and Regulation D
promulgated under the Securities Act to exempt the Share Exchange from the
registration requirements of the Securities Act. The Company is not a party or
otherwise subject to any contract, arrangement or understanding requiring it to
pay, and will not, directly or indirectly, make any payment of, any commission
or other remuneration to any broker, dealer, sales person, agent or any other
Person for soliciting the Share Exchange. In addition, no financial advisor,
broker, dealer, sales person, agent or any other Person has been engaged or is
authorized by the Company to express to any Patron Stockholder any statement,
opinion, recommendation or judgment with respect to the relative merits and
risks of the Share Exchange.

Section 5.8. Litigation. There are no actions, suits, proceedings or
investigations pending or, to the Company's knowledge, threatened against, the
Company or its respective properties (nor, to the Company `s knowledge against
any of the officers or directors of the Company) before any court, arbitrator or
governmental agency which, in the case of actions, suits, proceedings or
investigations pending or threatened against officers or directors of the
Company. The Company is not a party or subject to the provisions of any order,
writ, injunction, judgment or decree of any court or government agency or
instrumentality. There is no action, suit, proceeding or investigation by the
Company currently pending or which the Company intends to initiate. Neither the
Company, nor to the Company's knowledge, any officer, key employee or 5%
Shareholder of the Company, in his capacity as such, is in default with respect
to any order, writ, injunction, decree, ruling or decision of any court,
commission, board or any other government agency.

Section 5.9. Employees. Other than Xxxx Xxxxxxx, the Company has no
employees or employee benefit plans.

Section 5.10. Brokers or Finders; Other Offers. Except as set forth in
Schedule 5.10, the Company has not incurred, and will not incur, directly or
indirectly, as a result of any action

taken by the Company, any liability for brokerage or finders' fees or agents'
commissions or any similar charges in connection with this Agreement.

Section 5.11. Disclosure. The Company has provided Patron and the Patron
Stockholders with all the information which Patron and the Patron Stockholders
have requested for deciding whether to consummate the transaction contemplated
by this Agreement. No representation or warranty of the Company contained in
this Agreement and the exhibits attached hereto or, any certificate furnished or
to be furnished to Patron and the Patron Stockholder at the Closing contains any
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements contained herein or therein not misleading in
light of the circumstances under which they were made.

Section 5.12. Agreements; Action. (a) Except for agreements explicitly
contemplated by this Agreement, there are no agreements, understandings,
instruments, contracts, judgments, orders, writs, decrees or proposed
transactions to which the Company is a party or by which it is bound that
involve: (i) obligations (contingent or otherwise) of, or payments to, the
Company or (ii) any contract, agreement, commitment, arrangement or
understanding relating to any joint venture, partnership or sharing of profits
or losses with any Person.

(b) The Company has not (i) declared or paid any dividends, or
authorized or made any distribution upon or with respect to any class or series
of its capital stock or (ii) incurred any indebtedness for money borrowed or
incurred any other liabilities.

(c) Except for the transactions contemplated herein, the Company has
not engaged in the past three (3) months in any discussion (i) with any
representative of any corporation regarding the merger of the Company with or
into any such corporation, (ii) with any representative of any corporation,
partnership, association or other business entity or any individual regarding
the sale, conveyance or disposition of all or substantially all of the assets of
the Company or a transaction or series of related transactions in which more
than fifty percent (50%) of the voting power of the Company would be disposed
of, or (iii) regarding any other form of liquidation, dissolution or winding up
of the Company.

Section 5.13. Tax Returns and Payments. The Company has filed all federal
tax returns, forms or reports, which are due or required to be filed by it prior
to the date hereof and has paid all taxes, penalty fees, or assessments which
have or may become due pursuant to such returns or pursuant to any assessments
received. All such returns are complete and accurate.

Section 5.14. Intellectual Property. The Company owns no intellectual
property.

Section 5.15. Registration Rights. Except as set forth in Schedule 5.15,
the Company has not granted or agreed to grant to any person or entity any
rights (including piggyback registration rights) to have any securities of the
Company registered with the SEC or any other Governmental Authority.

Section 5.16. Anti-Dilution and Other Shares. No stockholder of the Company
or other person or entity has any preemptive right of subscription or purchase
or contractual right of first refusal or similar right with respect to any
issuance of securities by the Company. The consummation of the Share Exchange
will not result in the issuance of any additional shares of

the Company Common Stock or the triggering of other anti-dilution or similar
rights contained in any options, warrants, debentures or other securities or
agreements of the Company.

Section 5.17. Real Property. The Company does not own, lease, sublease, or
otherwise have an interest in real property.

Section 5.18. OTC Listing. The Company is currently quoted on the OTC
Bulletin Board under the trading symbol "CPFS". The Company is not in default
with respect to any listing or other requirements of the National Association of
Securities Dealers, Inc.

Section 5.19. SEC Documents. Since March 31, 1999, the Company has been an
issuer required to file reports under Section 13(a) of the Exchange Act. The
Company has filed with the SEC all reports, statements, exhibits and other
documents (collectively, the "SEC Documents") required to be filed by reporting
companies pursuant to the Securities Act and the Exchange Act. As of their
respective filing dates, the SEC Documents complied in all material respects
with the requirements of the Securities Act of 1933, as amended, or the Exchange
Act, as the case may be, each as in effect on the date so filed, and at the time
filed with the SEC none of the SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The financial statements of the Company
included in the SEC Documents comply as of their respective dates as to form in
all material respects with the then applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with generally accepted accounting principles (except in
the case of the unaudited statements, as permitted by Form 10-Q under the
Exchange Act) applied on a consistent basis during the periods involved (except
as may be indicated therein or in the notes thereto) and fairly present in all
material respects the financial position of the Company as at the dates thereof
and the results of operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments and to any other adjustments described therein).

Section 5.20. Issuance of Shares. As of the Closing Date, all of the shares
of Company Common Stock to be delivered to the Patron Stockholders will be free
and clear of all taxes, liens, encumbrances, charges or assessments of any kind
and shall not be subject to preemptive rights, tag-along rights, or similar
rights of any of the stockholders of the Company. As of the Closing Date, such
shares will be legally and validly issued in compliance with all applicable U.S.
federal and state securities laws, and will be, when issued, fully paid and
nonassessable shares of Company Common Stock.

Section 5.21. Liabilities. Except as set forth in the SEC Documents, to the
knowledge of the Company, the Company has no liabilities or obligations of any
nature (whether accrued, absolute, contingent or otherwise) required by
generally accepted accounting principles to be set forth on a balance sheet of
the Company or in the notes thereto, other than liabilities and obligations
incurred in the ordinary course of business since June 30, 2002.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE PATRON STOCKHOLDERS

As an inducement to the Company to enter into this Agreement and to
consummate the transactions contemplated hereby, each Patron Stockholder,
severally and not jointly, represents and warrants to the Company, as of the
date of this Agreement, as follows:

Section 6.1. Title; Authority; Enforceability. (a) Such Patron Stockholder
has the full power and authority to exchange, assign and transfer its Patron
Common Stock proposed to be exchanged hereunder and to acquire the Exchange
Shares issuable upon exchange of such Patron Common Stock and when the same are
accepted for exchange, the Company will acquire good and unencumbered title to
such Patron Common Stock, free and clear of all Liens or Encumbrances created by
such Patron Stockholder. Such Patron Stockholder acknowledges (i) that the
number of shares of Patron Common Stock held by him, her or it identified in
Schedule A is correct and reflects all of the securities of Patron held by such
stockholder, and (ii) that the Schedule A attached to the Original Agreement, to
the extent that it did not reflect the same share number reflected herein, was
inaccurate.

(a) Such Patron Stockholder has duly executed and delivered this
Agreement. This Agreement constitutes, assuming the due execution by the Company
and Patron, the legal, valid and binding obligation of such Patron Stockholder,
enforceable against such Patron Stockholder in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).

(b) Such Patron Stockholder will, upon request, execute and deliver
any additional documents deemed by the Company to be reasonably necessary to
more fully evidence the exchange, assignment and transfer of the Patron Common
Stock contemplated hereby.

Section 6.2. No Conflicts; Consents. The execution, delivery and
performance by such Patron Stockholder of this Agreement will not conflict with,
constitute a breach of, or default under, or violate any provision of any
agreement, indenture, mortgage, or other instrument to which such Patron
Stockholder is a party or by which such Patron Stockholder is or may be bound or
to which any of such Patron Stockholder's property or assets is subject, or any
statute, law, rule, regulation, ruling, judgment, injunction, order or decree
applicable to such Patron Stockholder or to any property or assets of such
Patron Stockholder. No consent, authorization or order of, or filing or
registration with, any Governmental Authority or other person is required to be
obtained or made by such Patron Stockholder for the execution, delivery and
performance by such Patron Stockholder of this Agreement or the consummation of
the transactions contemplated hereby.

Section 6.3. Patron Stockholder Acknowledgements. (a) Such Patron
Stockholder understands that the issuance of the Exchange Shares by the Company
to such Patron Stockholder is intended to be exempt from registration under the
Securities Act pursuant to

Regulation D and Section 4(2) thereof. Accordingly, such Patron Stockholder
acknowledges that the Exchange Shares to be issued and delivered to such Patron
Stockholder in accordance with the terms and subject to the conditions of this
Agreement have not been and will not be registered under the Securities Act or
any state securities laws and may not be sold or otherwise transferred without
compliance with the Securities Act and any applicable state securities laws.
Such Patron Stockholder further represents, warrants and covenants that (i) the
Exchange Shares are being acquired solely for his/her own account only, for
investment purposes only, and not with a view to the distribution or public
offering thereof, nor with any intention of selling the same immediately or at
any particular future time and (ii) none of the Exchange Shares will be offered,
sold, assigned, pledged, hypothecated, transferred or otherwise disposed of
except after full compliance with the Securities Act and any applicable state
securities laws and will contain a restrictive legend to such effect.

(b) Such Patron Stockholder has sufficient knowledge and experience in
financial and business matters so as to be capable of evaluating the merits and
risks of its investment in the Exchange Shares and such Patron Stockholder is
capable of bearing the economic risks of such investment.

(c) Such Patron Stockholder is an "accredited investor," as such term
is defined in Regulation D under the Securities Act.

(d) Such Patron Stockholder has had the opportunity to ask questions
of, and receive answers from, representatives of the Company concerning the
Company and the terms and conditions of this transaction, as well as to obtain
any information requested by such Patron Stockholder. Any questions raised by
such Patron Stockholder concerning the transactions contemplated by this
Agreement have been answered to the satisfaction of such Patron Stockholder.
Such Patron Stockholder's decision to enter into the transactions contemplated
hereby is based in part on the answers to such questions as such Patron
Stockholder has raised concerning the transaction and on such Patron
Stockholder's own evaluation of the risks and merits of the purchase and the
Company's proposed business activities.

(e) Such Patron Stockholder understands that no Governmental Authority
has made any finding or determination as to the merit for investment of, nor
have any such agencies or governmental authorities made any recommendation or
endorsement with respect to, the Exchange Shares.

(f) Such Patron Stockholder understands that it is his, her or its
responsibility to obtain its own legal and financial advisors (including tax
advisors) with respect to this Agreement and the transactions contemplated
hereby, and that Sidley Xxxxxx Xxxxx & Xxxx is representing only Patron in
connection with this Agreement and not any individual Patron Stockholder.

ARTICLE VII

REPRESENTATIONS, COVENANTS, AND
WARRANTIES OF PATRON

As an inducement to, and to obtain the reliance of the Company, Patron
represents and warrants as follows:

Section 7.1. Organization and Standing; Articles and Bylaws. Patron is a
corporation duly organized and validly existing under, and by virtue of, the
laws of the State of Delaware and is in good standing under such laws. Patron
has the requisite corporate power to own and operate its properties and assets,
and to carry on its business as now conducted and as proposed to be conducted.
Patron is duly qualified or licensed as a foreign corporation and is in good
standing in all jurisdictions where the nature of its business or property makes
such qualification or licensing necessary except where the failure to do so
would not have a material adverse effect (financial or otherwise) on the
business, property, prospects, assets or liabilities of Patron (a "Patron
Material Adverse Effect"). Patron has made available to the Company copies of
its Certificate of Incorporation and Bylaws. Said copies are true, correct and
complete and contain all amendments through the date of Closing.

Section 7.2. Corporate Power. Patron has all requisite legal and corporate
power to execute and deliver this Agreement and to consummate the other
transactions contemplated by the terms of this Agreement, and to carry out and
perform its obligations under the terms of this Agreement.

Section 7.3. Capitalization. The authorized capital stock of Patron
consists of: 50,000,000 shares of common stock, par value $0.01 per share
("Patron Common Stock"), of which 25,400,000 shares are issued and outstanding
(400,000 of which are to be issued to Xxxx Xxxxxxxxxx immediately prior to
Closing and are contingent upon Closing); and 10,000,000 shares of preferred
stock, par value $0.01 per share, of which no shares are issued and outstanding.
Patron has granted options (the "Patron Options") to employees and consultants
exercisable, in the aggregate, for 4,000,000 shares of Patron Common Stock (the
"Patron Option Shares"). All issued and outstanding shares have been duly
authorized and validly issued, and are fully paid and nonassessable. All
outstanding securities of Patron were issued in compliance with applicable
federal and state securities laws. Except as described on Schedule 7.3 attached,
there are no preemptive rights, options or warrants or other conversion
privileges or rights now outstanding to purchase or acquire any of the capital
stock of Patron and no shares of Patron's capital stock are reserved for
issuance. Patron is not obligated to repurchase any shares of its capital stock
or any other securities. To Patron's knowledge, there is no agreement or
understanding between any holders of in excess of five percent (5%) of Patron's
outstanding securities (collectively, the "5% Shareholders") that affects or
relates to the voting or giving of written consents with respect to any security
or the voting by a director of Patron, and, to Patron's knowledge, there is no
agreement or understanding between any Persons that affects or relates to the
voting or giving of written consents with respect to any security or the voting
by a director of Patron.

Section 7.4. Subsidiaries. Except as disclosed in Schedule 7.4, Patron does
not currently own or control, directly or indirectly, any interest in any other
corporation, partnership,

limited liability company, association or other business entity. Patron is not
a participant in any joint venture or similar arrangement.

Section 7.5. Authorization. All corporate action on the part of Patron, its
directors and shareholders necessary for the authorization, execution, delivery
and performance of this Agreement by Patron; the consummation by Patron of the
other transactions contemplated hereunder or thereunder, and the performance of
all of Patron's obligations under this Agreement, have been taken or will be
taken prior to the Closing. This Agreement, when executed and delivered by
Patron, shall constitute the valid and binding obligation of Patron enforceable
against Patron in accordance with its terms, subject to: (a) laws of general
application relating to bankruptcy, insolvency, and the relief of debtors or (b)
general equitable principles.

Section 7.6. No Violation; Consents. (a) The execution, delivery and
performance by Patron of this Agreement and the consummation of the transactions
contemplated hereby do not and will not contravene any Applicable Law. The
execution, delivery and performance by Patron of this Agreement and the
consummation of the transactions contemplated hereby will not (i) violate,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under any contract, lease, loan agreement, mortgage, security agreement,
trust indenture or other agreement or instrument to which Patron is a party or
by which it is bound or to which any of its properties or assets is subject,
(ii) result in the creation or imposition of any Lien (other than a Permitted
Lien) upon any of the properties or assets of Patron or (iii) violate any
provision of its Articles of Incorporation or Bylaws.

(b) No consent, authorization or order of, or filing or registration
with, any Governmental Authority or other person is required to be obtained or
made by Patron for the execution, delivery and performance of this Agreement or
the consummation of the transactions contemplated hereby.

Section 7.7. Litigation. There are no actions, suits, proceedings or
investigations pending or, to Patron's knowledge, threatened against, Patron or
its properties (nor, to Patron's knowledge against any of the officers or
directors of Patron) before any court, arbitrator or governmental agency which,
in the case of actions, suits, proceedings or investigations pending or
threatened against officers or directors of Patron. Patron is not a party or
subject to the provisions of any order, writ, injunction, judgment or decree of
any court or government agency or instrumentality. There is no action, suit,
proceeding or investigation by Patron currently pending or which Patron intends
to initiate. Neither Patron, nor to Patron's knowledge, any officer, key
employee or 5% Shareholder of Patron, in his capacity as such, is in default
with respect to any order, writ, injunction, decree, ruling or decision of any
court, commission, board or any other government agency.

Section 7.8. Employees. Except as disclosed in Schedule 7.8, Patron has no
employment contracts with any of its employees. Except as disclosed in Schedule
7.8, Patron has no employee benefit plans, including any deferred compensation
agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement
or other employee compensation agreement, now in force.

Section 7.9. Brokers or Finders; Other Offers. Except as disclosed in
Schedule 7.9, Patron has not incurred, and will not incur, directly or
indirectly, as a result of any action taken by Patron, any liability for
brokerage or finders' fees or agents' commissions or any similar charges in
connection with this Agreement.

Section 7.10. Disclosure. Patron has provided the Company with all the
information which the Company has requested for deciding whether to consummate
the transaction contemplated by this Agreement. No representation or warranty of
Patron contained in this Agreement and the exhibits attached hereto or, any
certificate furnished or to be furnished to the Company at the Closing contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances under which they were made.

Section 7.11. Agreements; Action. (a) Except for agreements explicitly
contemplated by this Agreement, or as set forth in Schedule 7.8, there are no
agreements, understandings, instruments, contracts, judgments, orders, writs,
decrees or proposed transactions to which Patron is a party or by which it is
bound that involve: (i) obligations (contingent or otherwise) of, or payments
to, Patron in excess of $50,000 or (ii) any contract, agreement, commitment,
arrangement or understanding relating to any joint venture, partnership or
sharing of profits or losses with any Person.

(b) Patron has not (i) declared or paid any dividends, or authorized
or made any distribution upon or with respect to any class or series of its
capital stock or (ii) incurred any indebtedness for money borrowed or incurred
any other liabilities individually in excess of $25,000 or in excess of $50,000
in the aggregate.

(c) Copies of all contracts, agreements or instruments appearing on
the Schedule 7.11 (hereinafter collectively referred to as the "Contracts") have
been delivered to counsel to the Company. Patron has fulfilled and performed in
all material respects its obligations under each of the Contracts required to be
performed prior to the date hereof, and Patron is not in, or to the knowledge of
Patron, alleged to be in, material breach or default under, nor is there to the
knowledge of Patron, alleged to be any basis for termination of any of the
Contracts or any loss of right thereunder and, to the knowledge of Patron, no
other party to any of the Contracts has materially breached or defaulted
thereunder. To the knowledge of Patron, no event has occurred and no condition
or state of facts exists which, with the passage of time or the giving of notice
or both, would constitute such a loss of right, material default or breach by
Patron or by any such other party.

Section 7.12. Tax Returns and Payments. Patron has not yet been required by
law to file any tax return with any federal, state or local authority.

Section 7.13. Intellectual Property. Except as set forth on Schedule 7.12,
Patron owns no intellectual property.

Section 7.14. Registration Rights. Except as described on Schedule 7.14,
Patron has not granted or agreed to grant to any person or entity any rights
(including piggyback registration

rights) to have any securities of Patron registered with the SEC or any other
governmental authority.

Section 7.15. Anti-Dilution and Other Shares. Except as described on
Schedule 7.15, no stockholder of Patron or other person or entity has any
preemptive right of subscription or purchase or contractual right of first
refusal or similar right with respect to any issuance of securities by Patron.

Section 7.16. Real Property. Except as described in Schedule 7.16, Patron
does not own, lease, sublease, or otherwise have an interest in real property.

ARTICLE VIII

SPECIAL COVENANTS

Section 8.1. Activities of the Company. From and after the date hereof
until the Closing Date, the Company shall, in all material respects, except as
contemplated by this Agreement, carry on its business in the ordinary course as
currently conducted. Without limiting the generality of the foregoing, and
except as otherwise contemplated by this Agreement, during such period, the
Company shall not, without the prior written consent of Patron:

(a) (i) declare, set aside or pay any dividends on, or make any other
distributions in respect of, any of its capital stock, or (ii) split, combine or
reclassify any of its capital stock or issue or authorize the issuance of any
other securities in respect of, in lieu of or in substitution for shares of its
capital stock;

(b) issue, deliver, sell, pledge or otherwise encumber any shares of
its capital stock, any other voting securities or any securities convertible
into, or any rights, warrants or options to acquire, any such shares, voting
securities or convertible securities;

(c) grant any registration rights (including piggyback registration
rights) to any holder of Company securities or register any securities of the
Company;

(d) amend its Articles of Incorporation or Bylaws or other similar
organizational documents;

(e) acquire, or agree to acquire, in a single transaction or in a
series of related transactions, any business or assets;

(f) make or agree to make any new capital expenditure;

(g) sell, lease, license, encumber or otherwise dispose of, or agree
to sell, lease, license, encumber or otherwise dispose of, any of its assets;

(h) increase the salary or wages payable or to become payable to its
directors or officers, or enter into any employment or severance agreement with,
or establish, adopt, enter into or amend any bonus, profit sharing, thrift,
stock option, restricted stock, pension, retirement, deferred compensation,
employment, termination or severance plan, agreement, policy or

arrangement for the benefit of, any director, officer or employee, except, in
each case, in the ordinary course of business, or as may be required by the
terms of any such plan, agreement, policy or arrangement or to comply with
applicable law;

(i) except as may be required as a result of a change in law or in
generally accepted accounting principles, make any material change in its method
of accounting;

(j) enter into, modify in any material respect, amend in any material
respect or terminate any material contract or agreement to which the Company is
a party, or waive, release or assign any material rights or claims, in each
case, in any manner adverse to the Company; or

(k) enter into any contract, agreement, commitment or arrangement to
do any of the foregoing.

Section 8.2. Access to Properties and Records. Until the Closing Date,
Patron and the Company will afford to the other party's officers and authorized
representatives full access to the properties, books, and records of the other
party in order that each party may have full opportunity to make such reasonable
investigation as it shall desire to make of the affairs of Patron or the Company
and will furnish the other party with such additional financial and other
information as to the business and properties of Patron or the Company as each
party shall from time to time reasonably request.

Section 8.3. New Board of Directors and Officers. On the Closing Date, Xxxx
Xxxxxxx shall resign as sole director (effective on the date of election of the
Patron designees to the Company's Board of Directors) and sole officer of the
Company (effective on the Closing Date) and in his place nominees of Patron
shall be appointed to the positions designated by Patron.

Section 8.4. Public Announcements. The Company and Patron will consult with
each other before issuing any press release or otherwise making any public
statements with respect to the transactions contemplated by this Agreement and
shall not issue any such press release or make any such public statement prior
to such consultation, except as may be required by applicable law, fiduciary
duties or by obligations pursuant to any listing agreement with any national
securities exchange.

Section 8.5. Assumption of Patron Options. The Company acknowledges that it
currently intends to merge with and into Patron subsequent to the Closing, in a
reincorporation merger of the Company, as Patron's parent, into its wholly owned
subsidiary. If such merger does not take place, however, the Company agrees
that, upon exercise thereof, the Company shall issue to each holder of a Patron
Option, one share of Company Common Stock for each Patron Option Share for which
such Patron Option is exercisable.

ARTICLE IX

MISCELLANEOUS

Section 9.1. Termination. This Agreement may be terminated at any time
prior to the Closing Date:

(a) by mutual written consent of the Company and Patron;

(b) by Patron, if the Company shall have breached in any material
respect any of its representations, warranties, covenants or other agreements
contained in this Agreement, which breach or failure to perform cannot be or has
not been cured within 30 days after the giving of written notice to the Company;

(c) by the Company, if Patron shall have breached in any material
respect any of its representations, warranties, covenants or other agreements
contained in this Agreement, which breach or failure to perform cannot be or has
not been cured within 30 days after the giving of written notice to Patron; or

(d) by the Company or Patron if the Closing shall not have been
consummated on or prior to November 30, 2002.

Section 9.2. Effect of Termination. If this Agreement is terminated by
either Patron or the Company as provided in Section 9.1, this Agreement shall
forthwith become void and there shall be no liability or obligation on the part
of the Company or Patron or their respective officers or directors, except with
respect to this Article IX; provided, however, that nothing herein shall relieve
any party for liability for any willful breach hereof.

Section 9.3. Notices. Any notices and other communications required to be
given pursuant to this Agreement shall be in writing and shall be effective upon
delivery by hand (against written receipt) or upon receipt if sent by certified
or registered mail (postage prepaid and return receipt requested) or by a
nationally recognized overnight courier service (appropriately marked for
overnight delivery) or upon transmission if sent by facsimile (with request for
immediate confirmation of receipt in a manner customary for communications of
such respective type and with physical delivery of the communication being made
by one of the other means specified in this Section 8.1 as promptly as
practicable thereafter). Notices are to be addressed as follows:

(a) If to the Company to:

Combined Professional Services Inc.
000 Xxxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxx
Telephone: __________
Facsimile: __________

With a copy to:

Xxxx Xxxxxxxxx
00000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxxxx, Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

(b) If to Patron to:

Patron Systems, Inc.
000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

With a copy to:

Sidley Xxxxxx Xxxxx & Xxxx, LLP
Bank One Plaza
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

(c) If to the Patron Stockholders to the addresses set forth next to
their names on the signature pages hereto; or to such other respective addresses
as any of the parties hereto shall designate to the others by like notice,
provided that notice of a change of address shall be effective only upon receipt
thereof.

Section 9.4. Fees and Expenses. Each of the parties hereto shall pay its
own respective fees and expenses (including, without limitation, the fees and
disbursements of any attorneys, accountants, investment bankers, consultants or
other representatives) incurred in connection

with this Agreement and the transactions contemplated hereby, whether or not
such transactions are consummated.

Section 9.5. Specific Performance. Each party hereto acknowledges and
agrees that in the event of any breach or default by a party under this
Agreement, the other parties hereto would be irreparably and immediately harmed
and could not be made whole by monetary damages. It is accordingly agreed that
in such case (i) each defaulting party hereto will waive, in any action, suit or
proceeding for specific performance or other relief referred to in this
paragraph, the defense of adequacy of money damages or a remedy at law, and (ii)
the other non-defaulting parties shall be entitled, in addition to any other
remedy to which it may be entitled at law or in equity or otherwise, to compel
specific performance of this Agreement or to obtain a temporary restraining
order, preliminary and permanent injunction or other equitable relief or remedy,
in any action, suit or proceeding instituted in any state or federal court.

Section 9.6. Entire Agreement; Waivers and Amendments. This Agreement
(including the documents and instruments referred to herein) contains the entire
agreement and understanding of the parties with respect to the subject matter
hereof and supersedes all prior written or oral agreements, representations and
understandings with respect thereto, including, but not limited to, the Original
Agreement. This Agreement may only be amended or modified, and the terms hereof
may only be waived, by a writing signed by each party hereto or, in the case of
a waiver, by the party entitled to the benefit of the terms being waived.

Section 9.7. Assignment; Binding Effect. This Agreement may not be
assigned or delegated, in whole or in part, by either party hereto without the
prior written consent of the other parties hereto. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.

Section 9.8. Severability. If any provision of this Agreement shall be
declared invalid or unenforceable by a court of competent jurisdiction in any
jurisdiction, such provision shall, as to such jurisdiction, be ineffective to
the extent declared invalid or unenforceable without affecting the validity or
enforceability of the other provisions of this Agreement, and the remainder of
this Agreement shall remain binding on the parties hereto (so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner adverse to any party). Upon such determination, the
parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the greatest extent possible.

Section 9.9. No Third Party Beneficiaries. This Agreement is for the
benefit of the parties hereto and is not intended to confer upon any other
Person any rights or remedies hereunder.

Section 9.10. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware.

Section 9.11. Interpretation. This Agreement is the result of arms-length
negotiations between the parties hereto and has been prepared jointly by the
parties. In applying and

interpreting the provisions of this Agreement, there shall be no presumption
that the Agreement was prepared by any one party or that the Agreement shall be
construed in favor of or against any one party.

Section 9.12. Captions. The Article and Section Headings in this Agreement
are inserted for convenience of reference only, and shall not affect the
interpretation of this Agreement.

Section 9.13. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall be
considered one and the same agreement.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, each of the parties has executed this Amended and
Restated Share Exchange Agreement as of the date first written above.

COMBINED PROFESSIONAL SERVICES, INC.

By:________________________________________
Name:
Title:

PATRON SYSTEMS, INC.

By:________________________________________
Name:
Title:

PATRON STOCKHOLDERS:

Xxxxxxx X. Xxxxx

______________________________________

The Allin Dynastic Trust

______________________________________
By:
Its: Trustee

Signature Page to
Amended and Restated Share Exchange Agreement

Xxxxxxx X. Xxxxxxx Trust

--------------------------------------
By Xxxxxxx X. Xxxxxxx, Its Trustee

Xxxxxxx X. Xxxxxxx GST Trust

--------------------------------------
By Xxxxxxx X. Xxxxxxx, Its Trustee

Signature Page to
Amended and Restated Share Exchange Agreement

Xxxxxxx, Inc.

______________________________________
By:
Its:

Xxxxx Xxxxxxx

______________________________________

Signature Page to
Amended and Restated Share Exchange Agreement

Xxxxxx X. Xxx XX

______________________________________

Waterway Foundation

______________________________________
By:
Its: Trustee

Kingsgate Foundation

______________________________________
By:
Its: Trustee

Nottingham Foundation

______________________________________
By:
Its: Trustee

H.N. Foundation

______________________________________
By:
Its: Trustee

Wentworth Foundation

______________________________________
By:
Its: Trustee

St. Swithin Foundation

______________________________________
By:
Its: Trustee

Signature Page to
Amended and Restated Share Exchange Agreement

Bellini Foundation

______________________________________
By:
Its: Trustee

Cloister Foundation

______________________________________
By:
Its: Trustee

Signature Page to
Amended and Restated Share Exchange Agreement

Xxxxxx Xxxxxxxxx, P.L.L.C.

______________________________________

Signature Page to
amended and Restated Share Exchange Agreement

Xxxxxxx Xxxxxx

______________________________________

Signature Page to
amended and Restated Share Exchange Agreement

Xxxx Xxxxx

______________________________________

Signature Page to
amended and Restated Share Exchange Agreement

Xxxxx Xxxxx

______________________________________

Signature Page to
amended and Restated Share Exchange Agreement

Xxxx Associates, Inc.

______________________________________

Signature Page to
amended and Restated Share Exchange Agreement

Xxxxxxxx Xxxxx

______________________________________

Signature Page to
amended and Restated Share Exchange Agreement

Schedule A

Shares of Patron Shares of Company
Patron Stockholders Common Stock Common Stock
------------------- ------------ ------------

Xxxxxxx X. Xxxxx 6,250,000 6,250,000

The Allin Dynastic Trust 1,250,000 1,250,000

Xxxxxxx X. Xxxxxxx Trust 1,350,000 1,350,000

Xxxxxxx X. Xxxxxxx GST Trust 150,000 150,000

Xxxxx Xxxxxxx 2,400,000 2,400,000
Xxxxxxx, Inc. 2,600,000 2,600,000

Xxxxxx X. Xxx XX 1,000,000 1,000,000

Waterway Foundation 1,250,000 1,250,000

Kingsgate Foundation 1,250,000 1,250,000

Nottingham Foundation 1,250,000 1,250,000

H.N. Foundation 1,000,000 1,000,000

Wentworth Foundation 1,000,000 1,000,000

Shares of Patron Shares of Company
Patron Stockholders Common Stock Common Stock
------------------- ------------ ------------

St. Swithin Foundation 500,000 500,000

Bellini Foundation 250,000 250,000

Cloister Foundation 250,000 250,000

Xxxxxx X. Xxxxxxxxx, Xx. TBTE 1,500,000 1,500,000

Xxxxxxx Xxxxxx 600,000 600,000

Xxxx Xxxxx 300,000 300,000

Xxxxx Xxxxx 150,000 150,000

Xxxx Associates, Inc. 600,000 600,000

Xxxxxxxx Xxxxx 100,000 100,000

Shares of Patron Shares of Company
Patron Stockholders Common Stock Common Stock
------------------- ------------ ------------

Xxxx Xxxxxxxxxx 400,000* 400,000

---------------- -----------------
25,400,000 25,400,000

* The issuance of shares of Patron Common Stock to Xx. Xxxxxxxxxx is contingent
on the closing of the transactions contemplated by this Agreement.

Schedule 2.3

Additional Share Issuances

Number of Shares
Stockholders of Company Common Stock

Xxxx Xxxxxxxxx 50,000
Xxxxx Xxxxx 5,000
Xxxx Xxxxxx 5,000
Xxxxxxx X. Xxxxxx 10,000
Xxxxxxx Xxxxxx 30,000
Xxxxx X. Xxxxxx 200,000
PBJ Holdings, Inc. 600,844
Xxxx Meth 100,000
Xxxx Xxxxxxx 600,844
Xxxxxxx X. Xxxxxxxxxx 200,000
=========
Total 1,801,688

Schedule of Exceptions to Amended and Restated Share Exchange Agreement dated
as of October 10, 2002 among Patron Systems, Inc., Combined Professional
Services, Inc. and the Patron Stockholders

Disclosures included in this Schedule of Exceptions shall be considered to be
made for purposes of all other schedules to the Agreement to the extent that the
relevance of any disclosure to any other schedule is reasonably apparent from
the text of such disclosure. Notwithstanding the use of the terms "material" and
"Material Adverse Effect" in the Securities Purchase Agreement, the inclusion of
any particular disclosure in the attached schedules shall not, of itself, mean
that the item or matter so disclosed is material or would be likely to have a
Material Adverse Effect.

Section 7.3

Patron intends to adopt a Long-Term Incentive Plan, pursuant to which it will
reserve shares of common stock for issuance to directors, officers, employees,
consultants and advisors.

Section 7.4

Patron has formed ESC Acquisition, Inc., a California corporation as a wholly
owned subsidiary, in connection with its proposed merger with Entelagent.

Section 7.8

Patron has entered into executive employment agreements with Xxxxxxx X. Xxxxx,
Xxxxxxx X. Xxxxxxx and Xxxxx Xxxxxxx, and intends to enter into employment
agreements with certain TrustWave Corp. and Entelagent executives.

Section 7.9

As a result of this transaction, Patron will pay Florida Discount Securities,
Inc. $125,000 at Closing, and $125,000 within 90 days of the Closing.

Xxxxxxx X. Xxxxxxxxxx will be issued 400,000 shares of Patron Common Stock in
connection with the Closing.

Section 7.11

Business Advisory Agreement, dated June 18, 2002 between Patron and Lomond
International, Inc. for business advisory services.

Letter of intent dated June 26, 2002 between Patron and Entelagent Software
Corporation relating to potential acquisition.

Letter of intent dated August 20, 2002 between Patron and SMH PLC relating to
potential acquisition.

Placement agent letter agreement dated July 2, 2002 between Patron and Sands
Brothers & Co., Ltd.

Letter of intent between Patron and Trustwave relating to potential acquisition.

Agreement with Xxxxxx Xxxxxxxxx P.L.L.C. for the provision of legal services.

The founders of Patron have personally funded the operating expenses of Patron
since its inception.

Section 7.14

Patron intends to grant piggyback registration rights in connection with the
TrustWave and Entelagent transactions.

Section 7.16

Patron intends to enter into a lease in connection with the TrustWave and
Entelagent transactions.

The following Schedules shall apply to all representations, warranties,
covenants and agreements in the Agreement.

Schedule 5.10 - Company will issue 1,801,688 shares to employees, consultant's
advisors, and finders prior to the Closing. Xxxx Xxxxxxx will return the
4,000,000 shares to the Company for cancellation. As a result of the foregoing,
the Company will have 4,488,888 shares outstanding immediately preceding the
Closing and 44,888,888 shares outstanding immediately following the Closing.

Schedule 5.15 - The shares to be issued pursuant to Section 5.10 will have
piggyback registration rights to the extent they require registration at the
time of a proposed sale or transfer.

Document Metadata

Table of Contents

among

Document Metadata