EXHIBIT 10.2

                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive  Employment  Agreement  (this  "AGREEMENT")  is made and
entered into as of this 1st day of July,  2005 (the  "EFFECTIVE  DATE"),  by and
between Patron Systems,  Inc., a Delaware corporation (the "COMPANY") and Robert
W. Cross ("EXECUTIVE").

         1.       ENGAGEMENT AND DUTIES.

                  1.1      Commencing  upon  the  Effective  Date,  and upon the
terms and subject to the  conditions  set forth in this  Agreement,  the Company
hereby  engages and employs  Executive  as an officer of the  Company,  with the
title and  designation  of Chief  Executive  Officer of the  Company.  Executive
hereby accepts such engagement and employment.

                  1.2      Executive's  duties  and  responsibilities  shall  be
those normally and customarily  vested in the office of Chief Executive  Officer
of a corporation, subject to the supervision, direction and control of the Board
of Directors of the Company  ("BOARD").  In addition,  Executive's  duties shall
include  those  duties and services  for the Company and its  affiliates  as the
Board shall from time to time reasonably direct. Executive shall report directly
to the Board.

                  1.3      Executive agrees to devote his primary business time,
energies,  skills, efforts and attention to his duties hereunder,  and will not,
without  the prior  written  consent of the  Board,  which  consent  will not be
unreasonably  withheld,  render  any  material  services  to any other  business
concern.  Notwithstanding the foregoing,  Executive shall be authorized to serve
as a member of not more than 3 boards of directors of commercial enterprises and
not-for-profit  organizations not in competition with the Company,  and shall be
authorized to devote minimal time during business hours (such time not to exceed
5 hours per week) to a  venture  capital  partnership  with  Leonard  Batterson.
Executive  will use his best efforts and abilities  faithfully and diligently to
promote the Company's business interests.

                  1.4      Except for routine travel incident to the business of
the  Company,  Executive  shall  perform his duties and  obligations  under this
Agreement  principally  from an  office  provided  by the  Company  in  Chicago,
Illinois, or such other location as the Board may from time to time determine.

         2.       TERM OF EMPLOYMENT.  Unless earlier terminated pursuant to the
provisions hereof,  the initial term ("INITIAL TERM") of Executive's  employment
under this  Agreement  shall be for a period of one (1) year  commencing  on the
Effective  Date.  Said  term  shall  be  automatically  renewed  thereafter  for
successive  one  (1)-year  terms (the Initial  Term and any renewal  terms,  the
"TERM") unless the Board or any successor entity provides Executive with written
notice 90 days prior to the expiration of the then current Term.

         3.       TERMINATION.

                  3.1      Executive's  employment  pursuant  to this  Agreement
shall terminate on the earliest to occur of the following:

                           (a)      the expiration of the Term;


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                           (b)      the death of Executive;

                           (c)      delivery to Executive  of written  notice of
termination by the Company if Executive  shall suffer a "permanent  disability,"
which for purposes of this Agreement shall mean a physical or mental  disability
which, in the reasonable  judgment of the Board,  is likely to render  Executive
unable to perform his duties and obligations under this Agreement for 90 days in
any 12-month period;

                           (d)      delivery to Executive  of written  notice of
termination  by the Company  "for  cause," by reason of: (i) any act or omission
knowingly  undertaken or omitted by Executive  with the intent of causing damage
to the Company or its  affiliates,  its properties,  assets or business,  or its
stockholders,  officers,  directors  or  employees;  (ii)  any act of  Executive
involving  a  material   personal  profit  to  Executive,   including,   without
limitation, any fraud,  misappropriation or embezzlement,  involving properties,
assets or funds of the  Company or any of its  subsidiaries;  (iii)  Executive's
consistent  failure to perform  his normal  duties or any  obligation  under any
provision  of this  Agreement,  in either case,  as directed by the Board;  (iv)
conviction  of,  or  pleading  nolo  contendere  to,  (A) any  crime or  offense
involving  monies or other property of the Company;  (B) any felony offense;  or
(C) any  crime  of  moral  turpitude;  or (v) the  chronic  or  habitual  use or
consumption of drugs or alcoholic beverages;

                           (e)      delivery to the Company of written notice of
termination by Executive  "for good reason," by reason of (i) a material  change
in Executive's function,  authority,  duties,  compensation or responsibilities,
without  Executive's express written consent;  (ii) a substantial  difference of
opinion between Executive and the Board develops,  or other circumstances should
arise  such  that  Executive,  in good  faith,  no longer  believes  that he can
function  effectively  as Chief  Executive  Officer  of the  Company;  (iii) any
material  failure by the  Company to comply with any of the  provisions  of this
Agreement;  or (iv) any other matter or  circumstance  requested by the Board if
either (a) made with the intent of hindering Executive in the performance of his
duties  hereunder or creating an incentive  for Executive to exercise his rights
under  this  Section  3.1(e)  hereof  or (b) the  effect of such  request  could
reasonably  be expected to hinder  Executive  in the  performance  of his duties
hereunder or create an incentive for Executive to exercise his rights under this
Section 3.1(e);

                           (f)      delivery to the  Company of at least  thirty
days' prior written notice of termination by Executive at any time subsequent to
the expiration of the Initial Term; or

                           (g)      delivery to Executive  of written  notice of
termination by the Company "without cause."

                  3.2      With  regard to Section  3.1(d),  the  Company  shall
first provide Executive with 30-days written notice of such alleged  misconduct,
including  a  specific  description  of  such  misconduct  sufficient  to  allow
Executive an opportunity to correct such noted  problems.  Executive  shall have
the opportunity to appear before the Board,  with his legal counsel,  to present
any relevant information he believes the Board should consider.  Executive shall
not be terminated under Section 3.1(d) unless,  after the notice period expires,
Executive continues to fail to satisfactorily perform his duties.


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                  3.3      With   regard  to  Section   3.1(e),   if   Executive
determines  that "good reason" as defined in Section  3.1(e)  exists,  Executive
shall so notify the Company in writing.  The Company shall have thirty (30) days
to remedy the facts and circumstances  that provided "good reason" as defined in
Section 3.1(e). If adequate remedy has occurred, Executive shall continue in the
employ of the Company as if no notice had been given. If adequate remedy has not
occurred,  Executive  may, at his option,  terminate  his  employment  for "good
reason" as defined in Section 3.1(e).

         4.       COMPENSATION; EXECUTIVE BENEFIT PLANS.

                  4.1      The Company  shall pay to  Executive a base salary at
an annual rate of $200,000  during the term of this Agreement  ("BASE  SALARY").
The Base Salary shall be payable in installments throughout the year in the same
manner and at the same times the Company pays base  salaries to other  executive
officers of the Company.  The Executive will receive a  non-recoverable  draw in
the net amount of $100,000 (grossed up for taxes) during the first six months of
this agreement.  In the event that Executive's employment is terminated pursuant
to SECTIONS  3.1(E),  (F) OR (G),  above,  Executive  shall  continue to receive
Executive's Base Salary and shall be entitled to continued  participation in the
Company  Executive  Benefit  Plans (as  defined  below)  for a period of six (6)
months. Notwithstanding the foregoing, the Company shall not be obligated to pay
Executive  any  amounts  hereunder  following  the  termination  of  Executive's
employment  pursuant to SECTION 3.1(E),  (F) OR (G),  above,  from and after any
time that Executive accepts an employment or consulting position with any person
or entity that is  determined  by the Board,  in the exercise of its  reasonable
discretion, to be a competitor of the Company.

                  4.2      In  addition  to  the  Base  Salary  to  be  paid  to
Executive  hereunder,  the Company shall pay a  performance  bonus (the "BONUS")
determined  in  accordance  with  revenue  milestones  to be agreed upon between
Executive  and the Board on a quarterly  basis.  Executive  shall be eligible to
receive a Bonus of up to one hundred  percent (100%) of Executive's  Base Salary
for each  quarter  upon  achieving  the revenue  milestones  agreed upon between
Executive  and the Board,  and payments of such lesser  amounts  upon  achieving
results  less than the agreed upon  revenue  milestones  as shall be agreed upon
between Executive and the board.

                  4.3      Executive shall be entitled each year to vacation for
a minimum of four (4) calendar weeks,  plus such additional period or periods as
the Board may approve in the exercise of its reasonable discretion, during which
time his compensation shall be paid in full.

                  4.4      Executive shall be entitled to reimbursement from the
Company for the reasonable costs and expenses which he incurs in connection with
the performance of his duties and  obligations  under this Agreement in a manner
consistent with the Company's practices and policies as adopted or approved from
time to time by the Board for executive officers.

                  4.5      The Company may deduct from any compensation  payable
to Executive the minimum amounts sufficient to cover applicable  federal,  state
and/or local income tax  withholding,  old-age and  survivors'  and other social
security payments, state disability and other insurance premiums and payments.

         5.       OTHER BENEFITS.


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                  5.1      COMPANY EXECUTIVE  BENEFIT PLANS.  During the term of
his  employment  hereunder,  Executive  shall be eligible to  participate in all
operative  employee benefit and welfare plans of the Company then in effect from
time to time and in respect of which all  executive  officers of the Company and
its affiliates generally are entitled to participate ("COMPANY EXECUTIVE BENEFIT
PLANS"),  including,  to  the  extent  then  in  effect,  group  life,  medical,
disability  and other  insurance  plans,  all on the same  basis  applicable  to
employees of the Company whose level of  management  and authority is comparable
to that of Executive.

                  5.2      BOARD OF DIRECTORS. During the term of his employment
hereunder, the Board of Directors shall nominate Executive to become a member of
the Board of Directors.

                  5.3      COMMON STOCK  OPTIONS.  The Company  hereby grants to
Executive,  as of the  Effective  Date,  an option  (the  "OPTION")  to purchase
1,000,000 shares of the Common Stock, par value $0.01 per share ("COMMON STOCK")
of the Company,  at an exercise price of $0.65 per share.  The Option shall vest
according to the following schedule: 25% on the Effective Date, 25% on September
30, 2005,  25% on December 31, 2005 and 25% on March 31, 2006.  The option shall
expire on June 30, 2012. Concurrently herewith,  Executive and the Company shall
enter into an Option  Agreement  substantially  in the form  attached  hereto as
EXHIBIT A.

         6.       CONFIDENTIALITY OF PROPRIETARY INFORMATION AND MATERIAL.

                  6.1      INDUSTRIAL  PROPERTY RIGHTS.  For the purpose of this
Agreement, "INDUSTRIAL PROPERTY RIGHTS" shall mean all of the Company's patents,
trademarks,  trade names,  inventions,  copyrights,  know-how or trade  secrets,
formulas and science, now in existence or hereafter developed or acquired by the
Company or for its use,  relating to any and all products and services which are
developed, formulated and/or manufactured by the Company.

                  6.2      TRADE  SECRETS.  For the  purpose of this  Agreement,
"TRADE  SECRETS"  shall mean any formula,  pattern,  device,  or  compilation of
information  that is used in the  Company's  business  and gives the  Company an
opportunity to obtain an advantage over its  competitors  who do not know and/or
do not use it. This term includes,  but is not limited to, information  relating
to the marketing of the Company's products and services,  including price lists,
pricing  information,  customer lists,  customer names,  the particular needs of
customers,  information  relating to their desirability as customers,  financial
information,  intangible property and other such information which is not in the
public domain.

                  6.3      TECHNICAL  DATA.  For the purpose of this  Agreement,
"TECHNICAL  DATA" shall mean all information of the Company in written,  graphic
or  tangible  form  relating  to any  and  all  products  which  are  developed,
formulated and/or  manufactured by the Company, as such information exists as of
the Effective Date or is developed by the Company during the term hereof.

                  6.4      PROPRIETARY  INFORMATION.  For  the  purpose  of this
Agreement,  "PROPRIETARY INFORMATION" shall mean all of the Company's Industrial
Property Rights, Trade Secrets and Technical Data. Proprietary Information shall
not  include  any  information  which  (i) was  lawfully  in the  possession  of
Executive prior to Executive's employment with the Company, (ii) may be obtained
by a  reasonably  diligent  businessperson  from  readily  available  and public


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sources  of  information,   (iii)  is  lawfully  disclosed  to  Executive  after
termination  of  Executive's  employment by a third party which does not have an
obligation  to the  Company to keep such  information  confidential,  or (iv) is
independently developed by Executive after termination of Executive's employment
without utilizing any of the Company's Proprietary Information.

                  6.5      AGREEMENT NOT TO COPY OR USE.  Executive  agrees,  at
any  time  during  the term of his  employment  and for a  period  of ten  years
thereafter,  not to copy, use or disclose (except as required by law after first
notifying the Company and giving it an  opportunity  to object) any  Proprietary
Information  without the  Company's  prior written  permission.  The Company may
withhold such permission as a matter within its sole discretion  during the term
of this Agreement and thereafter.

         7.       RETURN  OF  CORPORATE  PROPERTY  AND TRADE  SECRETS.  Upon any
termination  of this  Agreement,  Executive  shall turn over to the  Company all
property,  writings or documents then in his possession or custody  belonging to
or  relating  to the  affairs of the  Company or  comprising  or relating to any
Proprietary Information.

         8.       DISCOVERIES AND INVENTIONS.

                  8.1      DISCLOSURE.   Executive  will  promptly  disclose  in
writing to the Company complete information concerning each and every invention,
discovery,  improvement,  device, design, apparatus,  practice, process, method,
product or work of  authorship,  whether  patentable  or not,  made,  developed,
perfected, devised, conceived or first reduced to practice by Executive, whether
or not during regular working hours (hereinafter referred to as "DEVELOPMENTS"),
either  solely or in  collaboration  with others,  (a) prior to the term of this
Agreement  while working for the Company,  (b) during the term of this Agreement
or (c) within six months after the term of this  Agreement,  if relating  either
directly or  indirectly  to the  business,  products,  practices,  techniques or
confidential information of the Company.

                  8.2      ASSIGNMENT.  Executive, to the extent that he has the
legal right to do so, hereby  acknowledges that any and all Developments are the
property of the  Company and hereby  assigns and agrees to assign to the Company
any and all of  Executive's  right,  title and interest in and to any and all of
such Developments;  PROVIDED,  HOWEVER,  that the provisions of this SECTION 8.2
shall not apply to any Development that the Executive  developed entirely on his
own time without using the Company's  equipment,  supplies,  facilities or trade
secret information except for those Developments that either:

                           (a)      relate   at  the  time  of   conception   or
reduction to practice of the Development to the Company's business, or actual or
demonstrably anticipated research or development of the Company; or

                           (b)      result from any work  performed by Executive
for the Company.

                  8.3      ASSISTANCE  OF  EXECUTIVE.  Upon  request and without
further  compensation  therefor,  but at no expense to  Executive,  and  whether
during  the  term  of  this  Agreement  or  thereafter,  Executive  will  do all
reasonable lawful acts,  including,  but not limited to, the execution of papers
and lawful oaths and the giving of testimony, that, in the reasonable opinion of
the  Company,  its  successors  and  assigns,  may be  necessary or desirable in
obtaining,


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sustaining, reissuing, extending and enforcing United States and foreign Letters
Patent,  including,  but  not  limited  to,  design  patents,  on  any  and  all
Developments and for perfecting,  affirming and recording the Company's complete
ownership and title thereto,  subject to the proviso in SECTION 8.2 hereof,  and
Executive will otherwise  reasonably  cooperate in all  proceedings  and matters
relating thereto.

                  8.4      RECORDS.  Executive  will keep  complete and accurate
accounts,  notes,  data and records of all  Developments  in the manner and form
requested by the Company.  Such accounts,  notes,  data and records shall be the
property of the Company, subject to the proviso in SECTION 8.2 hereof, and, upon
request by the Company,  Executive will promptly surrender the same to it or, if
not  previously  surrendered  upon its  request  or  otherwise,  Executive  will
surrender the same, and all copies  thereof,  to the Company upon the conclusion
of his employment.

                  8.5      OBLIGATIONS,  RESTRICTIONS AND LIMITATIONS. Executive
understands  that the Company may enter into  agreements  or  arrangements  with
agencies of the United States  Government and that the Company may be subject to
laws and regulations which impose  obligations,  restrictions and limitations on
it with respect to  inventions  and patents which may be acquired by it or which
may be  conceived  or  developed  by  employees,  consultants  or  other  agents
rendering  services to it.  Executive  agrees that he shall be bound by all such
obligations,  restrictions  and  limitations  applicable  to any such  invention
conceived or developed by him during the term of this  Agreement  and shall take
any and all further action which may be required to discharge  such  obligations
and to comply with such restrictions and limitations.

         9.       NON-SOLICITATION COVENANT; COVENANT NOT TO COMPETE.

                  9.1      NON-SOLICITATION AND NONINTERFERENCE. During the term
of this Agreement and for a period of one year  thereafter,  Executive shall not
(a) induce or attempt to induce any  employee of the Company to leave the employ
of the Company or in any way interfere  adversely with the relationship  between
any such employee and the Company,  (b) induce or attempt to induce any employee
of the  Company to work for,  render  services  or  provide  advice to or supply
confidential  business  information or trade secrets of the Company to any third
person,  firm or  corporation  or (c) induce or attempt to induce any  customer,
supplier,  licensee, licensor or other business relation of the Company to cease
doing  business with the Company or in any way interfere  with the  relationship
between  any such  customer,  supplier,  licensee,  licensor  or other  business
relation and the Company.

                  9.2      INDIRECT SOLICITATION.  Executive agrees that, during
the term of this Agreement and the period covered by SECTION 9.1 hereof, he will
not,  directly or  indirectly,  assist or encourage any other person in carrying
out,  directly or  indirectly,  any  activity  that would be  prohibited  by the
provisions of SECTION 9.1 if such activity were carried out by Executive, either
directly or indirectly;  and, in particular,  Executive agrees that he will not,
directly  or  indirectly,  induce  any  employee  of the  Company  to carry out,
directly or indirectly, any such activity.

                  9.3      COVENANT  NOT TO  COMPETE.  During  the  term of this
Agreement and for a period of one year thereafter, Executive shall not, directly
or indirectly,  either individually or as a principal, partner, agent, employee,
employer, consultant, stockholder, joint venturer, or


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investor,  or as a director or officer of any corporation or association,  or in
any other manner or capacity  whatsoever,  engage in,  assist or have any active
interest  in a business  that  engages in the  business of the  development  and
distribution  of  information  and  homeland   security  software  and  systems.
Notwithstanding  the above,  this  paragraph  shall not be construed to prohibit
Executive  from  owning  less  than  two  percent  (2%) of the  securities  of a
corporation   which  is   publicly   traded   on  a   securities   exchange   or
over-the-counter.

         10.      INJUNCTIVE RELIEF.  Executive hereby recognizes,  acknowledges
and agrees that in the event of any breach by Executive of any of his covenants,
agreements,  duties or  obligations  contained in SECTIONS 6, 7, 8 AND 9 of this
Agreement,  the Company  would suffer  great and  irreparable  harm,  injury and
damage,  the Company would encounter  extreme  difficulty in attempting to prove
the actual amount of damages suffered by the Company as a result of such breach,
and the Company would not be reasonably or adequately  compensated in damages in
any action at law. Executive therefore covenants and agrees that, in addition to
any  other  remedy  the  Company  may have at law,  in  equity,  by  statute  or
otherwise,  in the event of any  breach by  Executive  of any of his  covenants,
agreements,  duties or  obligations  contained in SECTIONS 6, 7, 8 AND 9 of this
Agreement,  the  Company  shall  be  entitled  to seek  and  receive  temporary,
preliminary and permanent  injunctive and other equitable  relief from any court
of competent jurisdiction to enforce any of the rights of the Company, or any of
the covenants,  agreements, duties or obligations of Executive hereunder, and/or
otherwise to prevent the violation of any of the terms or provisions hereof, all
without the  necessity of proving the amount of any actual damage to the Company
or any affiliate thereof resulting therefrom;  provided,  however,  that nothing
contained  in this  SECTION  10 shall  be  deemed  or  construed  in any  manner
whatsoever as a waiver by the Company of any of the rights which the Company may
have against  Executive at law, in equity,  by statute or otherwise  arising out
of, in connection  with or resulting  from the breach by Executive of any of his
covenants, agreements, duties or obligations hereunder.

         11.      MISCELLANEOUS.

                  11.1     ARBITRATION.  The  parties  agree  that they will use
their best efforts to amicably resolve any dispute arising out of or relating to
this  Agreement.  Any  controversy,  claim or dispute that cannot be so resolved
shall be settled by final binding  arbitration  in accordance  with the rules of
the American Arbitration Association and judgment upon the award rendered by the
arbitrator  or  arbitrators  may be  entered  in any court  having  jurisdiction
thereof.  Any such arbitration shall be conducted in Cook County,  Illinois,  or
such other place as may be mutually  agreed upon by the parties.  Within fifteen
(15) days after the commencement of the arbitration, each party shall select one
person to act  arbitrator,  and the two  arbitrators  so selected shall select a
third  arbitrator  within ten (10) days of their  appointment.  Each party shall
bear its own costs and expenses and an equal share of the  arbitrators  expenses
and administrative fees of arbitration.

                  11.2     NOTICES.    All    notices,    requests   and   other
communications (collectively,  "NOTICES") given pursuant to this Agreement shall
be in writing,  and shall be delivered by personal  service or by United  States
first class,  registered or certified mail (return receipt  requested),  postage
prepaid, addressed to the party at the address set forth below:


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                           If to Company:

                                         Patron Systems, Inc.
                                         500 North Michigan Avenue, Suite 300
                                         Chicago, Illinois 60611
                                         Attn: Board of Directors

                           If  to   Executive,  at  the  address  maintained for
Executive in the Company's payroll records.

                           Any Notice  shall be deemed duly given when  received
by the  addressee  thereof,  provided  that any  Notice  sent by  registered  or
certified  mail shall be deemed to have been duly given  three days from date of
deposit in the United States mails,  unless  sooner  received.  Either party may
from time to time change its address for  further  Notices  hereunder  by giving
notice to the other party in the manner prescribed in this section.

                  11.3     ENTIRE  AGREEMENT.  This Agreement  contains the sole
and entire agreement and understanding of the parties with respect to the entire
subject matter of this Agreement, and any and all prior agreements, discussions,
negotiations, commitments and understandings, whether oral or otherwise, related
to  the  subject  matter  of  this  Agreement  are  hereby  merged  herein.   No
representations,  oral or  otherwise,  express  or  implied,  other  than  those
contained  in  this  Agreement  have  been  relied  upon  by any  party  to this
Agreement.

                  11.4     ATTORNEYS'  FEES.  If  any  action,   suit  or  other
proceeding is  instituted to remedy,  prevent or obtain relief from a default in
the  performance  by any party of its  obligations  under  this  Agreement,  the
prevailing  party  shall  recover  all of  such  party's  costs  and  reasonable
attorneys'  fees  incurred  in  each  and  every  such  action,  suit  or  other
proceeding, including any and all appeals or petitions therefrom.

                  11.5     GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY
AND  CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF  ILLINOIS,  WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

                  11.6     CAPTIONS.  The various captions of this Agreement are
for  reference  only and shall not be  considered  or referred  to in  resolving
questions of interpretation of this Agreement.

                  11.7     COUNTERPARTS.  This  Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.

                  11.8     BUSINESS  DAY.  If  the  last  day   permissible  for
delivery  of any  Notice  under  any  provision  of this  Agreement,  or for the
performance  of any  obligation  under  this  Agreement,  shall be other  than a
business day, such last day for such Notice or performance  shall be extended to
the next following business day (provided, however, under no circumstances shall
this  provision  be  construed  to  extend  the  date  of  termination  of  this
Agreement).


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               IN WITNESS  WHEREOF,  the parties have executed this Agreement as
of the date first set forth above.



Company:                                    Executive:

PATRON SYSTEMS, INC.



By:   /s/ Brett Newbold                     /s/ Robert W. Cross
   --------------------------------         ------------------------------------
      Brett Newbold, President              Robert W. Cross


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                                    EXHIBIT A

                                OPTION AGREEMENT