EXHIBIT 10.1


                            STOCK PURCHASE AGREEMENT

         STOCK PURCHASE AGREEMENT, dated as of April 18, 2006 (the "AGREEMENT"),
by and among Walnut  Valley,  Inc.,  a  CORPORATION  existing  under the laws of
Illinois  ("PURCHASER"),  and Patron  Systems,  Inc.,  the  selling  stockholder
"Selling Stockholder."

                              W I T N E S S E T H:

         WHEREAS,  the Selling  Stockholder  owns an aggregate of 1000 shares of
the common stock, no par value per share (the "SHARES"), of LucidLine,  Inc., an
Illinois  corporation  (the  "COMPANY"),  which constitute all of the issued and
outstanding shares of capital stock of the Company;

         WHEREAS,  the  Selling  Stockholder  desire to sell to  Purchaser,  and
Purchaser desires to purchase from the Selling  Stockholder,  the Shares for the
purchase price and upon the terms and conditions hereinafter set forth; and

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants and  agreements  hereinafter  contained,  the parties  hereby agree as
follows:


                                    ARTICLE I
                           SALE AND PURCHASE OF SHARES

         SECTION 1.1 SALE AND PURCHASE OF SHARES.  Upon the terms and subject to
the conditions  contained herein,  on the Closing Date, the Selling  Stockholder
agrees to sell to Purchaser,  and Purchaser  agrees to purchase from the Selling
Stockholder, the Shares.


                                   ARTICLE II
                                  CONSIDERATION

         SECTION 2.1 CONSIDERATION.  The aggregate  consideration for the Shares
shall be an amount in cash equal to $50,000 (the "PURCHASE  PRICE"),  subject to
adjustment as provided in SECTION 2.3.

         SECTION 2.2 PAYMENT OF PURCHASE PRICE.  On the Closing Date,  Purchaser
shall pay  $25,000 of the  Purchase  Price to the  Selling  Stockholder.  On the
Closing Date  Purchaser  execute the  Promissory  Note which is attached  hereto
covering the remaining  $25,000 which shall be due and payable 30 days after the
Closing Date.


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                                   ARTICLE III

                             CLOSING AND TERMINATION

         SECTION 3.1 CLOSING DATE. Subject to the satisfaction of the conditions
set forth in  SECTIONS  7.1 and 7.2 hereof  (or the waiver  thereof by the party
entitled to waive that  condition),  the closing of the sale and purchase of the
Shares  provided for in SECTION 1.1 hereof (the  "CLOSING")  shall take place at
the  offices of  LucidLine,  Inc.  (or at such other  place as the  parties  may
designate in writing) at 9:00 a.m. Chicago time on a date to be specified by the
parties.  The date on which the  Closing  shall be held is  referred  to in this
Agreement as the "CLOSING DATE".

         SECTION 3.2 TERMINATION OF AGREEMENT.  This Agreement may be terminated
prior to the Closing as follows:

                  (a) At the election of the Selling Stockholder or Purchaser on
         or after May 15,  2006 if the  Closing  shall not have  occurred by the
         close of business on such date,  provided that the terminating party is
         not in material default of any of its obligations hereunder;

                  (b) by mutual written  consent of the Selling  Stockholder and
         Purchaser;

                  (c)  by  written   notice  from   Purchaser   to  the  Selling
         Stockholder  that  there  has  been an  event,  change,  occurrence  or
         circumstance  that has had or could  reasonably  be  expected to have a
         Material Adverse Effect;

                  (d) by Selling Stockholder if there shall have been a material
         breach of any  representation,  warranty,  covenant or agreement of the
         Purchaser set forth in this Agreement,  which breach would give rise to
         a failure of a condition  set forth in SECTIONS  7.2(a),  7.2(b) and is
         incapable of being cured or, if capable of being cured,  shall not have
         been cured within ten (10) days  following  receipt by the Purchaser of
         notice of such breach from the Selling Stockholder; or

                  (e) by the  Purchaser  if there  shall  have  been a  material
         breach  of any  representation,  warranty,  covenant  or  agreement  of
         Selling  Stockholder  set forth in this  Agreement,  which breach would
         give rise to a failure of a condition  set forth in SECTIONS  7.1(a) or
         7.1(b) and is  incapable  of being cured or, if capable of being cured,
         shall not have been  cured  within ten (10) days  following  receipt by
         Selling Stockholder of notice of such breach from the Purchaser.

         SECTION 3.3 PROCEDURE UPON TERMINATION. In the event of termination and
abandonment  by  Purchaser  or the  Selling  Stockholder,  or both,  pursuant to
SECTION 3.2 hereof, written notice thereof shall forthwith be given to the other
party or parties,  and this Agreement shall  terminate,  and the purchase of the
Shares hereunder shall be abandoned,  without further action by Purchaser or the
Selling Stockholder.


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         SECTION 3.4 EFFECT OF TERMINATION.  In the event that this Agreement is
validly  terminated  as  provided  herein,  then  each of the  parties  shall be
relieved of their duties and obligations  arising under this Agreement after the
date of such  termination  and such  termination  shall be without  liability to
Purchaser, the Company or the Selling Stockholder;  PROVIDED,  HOWEVER, that the
obligations of the parties set forth in ARTICLE IX hereof shall survive any such
termination and shall be enforceable hereunder; PROVIDED, FURTHER, HOWEVER, that
nothing in this section shall relieve  Purchaser or Stockholder of any liability
for a breach of this Agreement prior to the effective date of termination.


                                   ARTICLE IV
              REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER

         Selling  Stockholder  represents  and  warrants  to  the  Purchaser  as
follows::

         SECTION  4.1  ORGANIZATION   AND  GOOD  STANDING.   The  Company  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Illinois and has all requisite  corporate power and authority to
own,  lease and  operate  its  properties  and to carry on its  business  as now
conducted.  The  Company is duly  qualified  or  authorized  to do business as a
corporation and is in good standing under the laws of each jurisdiction in which
it owns or leases real property and each other jurisdiction in which the conduct
of its business or the ownership of its properties  requires such  qualification
or authorization,  except where the failure to be so qualified, authorized or in
good standing would not have a Material Adverse Effect.

         SECTION 4.2 AUTHORIZATION OF AGREEMENT. The Selling Stockholder has all
requisite  power,  authority  and legal  capacity to execute  and  deliver  this
Agreement and each other  agreement,  document,  or  instrument  or  certificate
contemplated by this Agreement or to be executed by such Selling  Stockholder in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement (together with this Agreement,  the "SELLING STOCKHOLDER  DOCUMENTS"),
and  to  consummate  the  transactions  contemplated  hereby  and  thereby.  The
execution  and delivery of this  Agreement  and each of the Selling  Stockholder
Documents  and the  consummation  of the  transactions  contemplated  hereby and
thereby  have been duly  authorized  by all  required  action on the part of the
Selling  Stockholder.  This  Agreement,  and  each  of the  Selling  Stockholder
Documents  will be at or prior to the  Closing,  duly and validly  executed  and
delivered by Selling Stockholder and (assuming the due authorization,  execution
and delivery) this Agreement  constitutes,  and each of the Selling  Stockholder
Documents  when so executed and  delivered  will  constitute,  legal,  valid and
binding obligations of the Selling Stockholder,  enforceable against the Selling
Stockholder in accordance  with their  respective  terms,  subject to applicable
bankruptcy,  insolvency,  reorganization,  moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability,  to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing  (regardless  of whether  enforcement is sought in a
proceeding at law or in equity).

         SECTION 4.3 CONFLICTS; CONSENTS OF THIRD PARTIES.


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                  (a)  None  of  the  execution  and  delivery  by  the  Selling
         Stockholder of this Agreement or the Selling Stockholder Documents, the
         consummation of the  transactions  contemplated  hereby or thereby,  or
         compliance by the Selling Stockholder with any of the provisions hereof
         or thereof will conflict with, or result in any violation of or default
         (with or without notice or lapse of time, or both) under,  or give rise
         to  a  right  of  termination,  cancellation  or  acceleration  of  any
         obligation or to loss of a material  benefit under, or give rise to any
         obligation of the Company to make any payment  under,  any provision of
         (i)  the  certificate  of  incorporation   and  by-laws  or  comparable
         organizational  documents of the Company;  (ii) any Contract, or Permit
         to which the  Company is a party or by which any of the  properties  or
         assets of the  Company are bound;  (iii) any Order of any  Governmental
         Body  applicable  to the Company or any of the  properties or assets of
         the Company as of the date hereof; or (iv) any applicable Law.

                  (b)  None  of  the  execution  and  delivery  by  the  Selling
         Stockholder of this Agreement or the Selling Stockholder Documents, the
         consummation of the  transactions  contemplated  hereby or thereby,  or
         compliance by the Selling Stockholder with any of the provisions hereof
         or thereof will conflict with, or result in any violation of or default
         (with or without notice or lapse of time, or both) under,  or give rise
         to a right of  termination or  cancellation  under any provision of (i)
         the   certificate   of   incorporation   and   by-laws  or   comparable
         organizational documents of the Selling Stockholder; (ii) any Contract,
         or Permit to which the Selling  Stockholder  is a party or by which any
         of the properties or assets of the Selling  Stockholder is bound; (iii)
         any  Order  of  any   Governmental   Body  applicable  to  the  Selling
         Stockholder  or by which any of the properties or assets of the Selling
         Stockholder is bound; or (iv) any applicable Law.

                  (c)  No   consent,   waiver,   approval,   Order,   Permit  or
         authorization  of, or declaration or filing with, or  notification  to,
         any Person or Governmental  Body is required on the part of the Company
         or the Selling  Stockholder  in  connection  with (i) the execution and
         delivery of this Agreement or the Selling  Stockholder  Documents,  the
         compliance  by the  Selling  Stockholder  with  any  of the  provisions
         hereof, or the consummation of the transactions contemplated hereby, or
         (ii) the continuing  validity and effectiveness  immediately  following
         the Closing of any Permit or Contract of the Company.

         SECTION 4.4 CAPITALIZATION.

                  (a) The  authorized  capital stock of the Company  consists of
         10,000,000  shares of common stock, no par value per share (the "COMMON
         STOCK").  As of the date hereof,  there are 1000 shares of Common Stock
         issued and  outstanding  and no shares of Common  Stock are held by the
         Company as treasury stock. All of the issued and outstanding  shares of
         Common Stock were duly  authorized for issuance and are validly issued,
         fully paid and non-assessable.

                  (b)  Except  as set  forth  on  SCHEDULE  4.4(B),  there is no
         existing option,  warrant,  call, right or Contract of any character to
         which the Selling Stockholder or the Company is a party requiring,  and
         there  are  no  securities  of  the  Company   outstanding  which  upon
         conversion or exchange would require, the issuance, sale or transfer of


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         any  additional  shares of capital stock or other equity  securities of
         the Company or other securities  convertible into,  exchangeable for or
         evidencing  the right to  subscribe  for or purchase  shares of capital
         stock or other equity  securities  of the Company.  Neither the Selling
         Stockholder  nor the  Company is a party to any  voting  trust or other
         Contract  with  respect to the voting,  redemption,  sale,  transfer or
         other disposition of the capital stock of the Company.

         SECTION 4.5 CORPORATE RECORDS.

                  (a) The Selling  Stockholder  has delivered to Purchaser true,
         correct and  complete  copies of the  certificate[s]  of  incorporation
         (each certified by the Secretary of State or other appropriate official
         of the  applicable  jurisdiction  of  organization)  and by-laws  (each
         certified by the secretary,  assistant  secretary or other  appropriate
         officer) or comparable organizational documents of the Company.

                  (b) The minute books of the Company  previously made available
         to Purchaser contain true, correct and complete records of all meetings
         and accurately  reflect all other corporate  action of the stockholders
         and board of directors (including committees thereof) of the Company.

         SECTION 4.6 OWNERSHIP AND TRANSFER OF SHARES.  The Selling  Stockholder
is the record and  beneficial  owner of the Shares free and clear of any and all
Liens.  The Selling  Stockholder has the power and authority to sell,  transfer,
assign and deliver such Shares as provided in this Agreement,  and such delivery
will convey to Purchaser  good and  marketable  title to such  Shares,  free and
clear of any and all Liens.

         SECTION 4.7 FINANCIAL STATEMENTS;

                  (a) The Selling  Stockholder has delivered to Purchaser copies
         of (i) the  unaudited  consolidated  balance sheet of the Company as of
         December 31, 2005, and the related unaudited consolidated statements of
         income of the  Company  for the year then ended and (ii) the  unaudited
         consolidated balance sheet of the Company as of December 31, 2005 (such
         unaudited   statements   are  referred  to  herein  as  the  "FINANCIAL
         STATEMENTS").  Each of the Financial Statements is complete and correct
         in all material  respects,  has been prepared in  accordance  with GAAP
         consistently  applied  by  the  Company  without  modification  of  the
         accounting  principles used in the preparation  thereof  throughout the
         periods  presented and presents fairly in all material  respects(1) the
         consolidated  financial position,  results of operations of the Company
         as at the dates and for the periods indicated therein. For the purposes
         hereof, the unaudited  consolidated  balance sheet of the Company as of
         December  31, 2005 is referred to as the  "BALANCE  SHEET" and December
         31, 2005 is referred to as the "BALANCE SHEET DATE".

                  (b) The Company  makes and keeps  books,  records and accounts
         which,  in  reasonable  detail,   accurately  and  fairly  reflect  the
         transactions and dispositions of their respective  assets.  The Company
         maintains systems of internal accounting controls sufficient to provide
         reasonable assurances that: (i) transactions are executed in accordance
         with management's general or specific authorization;  (ii) transactions
         are  recorded  as  necessary  to permit the  preparation  of  financial


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         statements in conformity with GAAP and to maintain  accountability  for
         assets;  (iii) access to assets is permitted  only in  accordance  with
         management's general or specific  authorization;  and (iv) the recorded
         accountability  for  assets  is  compared  with the  actual  levels  at
         reasonable  intervals and  appropriate  action is taken with respect to
         any differences.

         SECTION   4.8  NO   UNDISCLOSED   LIABILITIES.   The   Company  has  no
indebtedness,  obligations or liabilities of any kind other than those (i) fully
reflected in,  reserved  against or otherwise  described in the Balance Sheet or
the notes thereto or (ii) immaterial to the Company and incurred in the Ordinary
Course of Business since the Balance Sheet Date

         SECTION  4.9  ABSENCE  OF  CERTAIN  DEVELOPMENTS.  Except as  expressly
contemplated  by this  Agreement  or as set  forth on  SCHEDULE  4.9,  since the
Balance  Sheet Date (i) the  Company  has  conducted  its  business  only in the
Ordinary  Course of  Business  and (ii)  there has not been any  event,  change,
occurrence or circumstance  that has had or could reasonably be expected to have
a Material  Adverse  Effect.  Without  limiting the generality of the foregoing,
since the Balance Sheet Date:

                  (a)  there  has not  been  any  damage,  destruction  or loss,
         whether or not covered by  insurance,  with respect to the property and
         assets of the Company having a replacement cost of more than $5,000 for
         any single loss or $5,000 for all such losses;

                  (b)  there  has not been  any  declaration,  setting  aside or
         payment of any dividend or other  distribution in respect of any shares
         of capital stock of the Company or any repurchase,  redemption or other
         acquisition by the Company of any  outstanding  shares of capital stock
         or other securities of, or other ownership interest in, the Company,

                  (c)  the  Company  has not  awarded  or paid  any  bonuses  to
         employees of the Company with respect to the fiscal year ended December
         31, 2005,  except to the extent accrued on the Balance Sheet or entered
         into  any  employment,  deferred  compensation,  severance  or  similar
         agreement  (nor amended any such  agreement)  or agreed to increase the
         compensation payable or to become payable by it to any of the Company's
         directors,  officers, employees, agents or representatives or agreed to
         increase the coverage or benefits  available  under any severance  pay,
         termination pay, vacation pay, company awards,  salary continuation for
         disability, sick leave, deferred compensation, bonus or other incentive
         compensation,  insurance,  pension  or  other  employee  benefit  plan,
         payment or arrangement  made to, for or with such directors,  officers,
         employees, agents or representatives;

                  (d) the  Company  has not  entered  into  any  transaction  or
         Contract or conducted its business other than in the Ordinary Course of
         Business;

                  (e) the Company has not failed to promptly  pay and  discharge
         current  liabilities except where disputed in good faith by appropriate
         proceedings;

                  (f) the Company has not mortgaged, pledged or subjected to any
         Lien any of its  assets,  or  acquired  any  assets or sold,  assigned,
         transferred,  conveyed,  leased or otherwise  disposed of any assets of


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         the Company except for assets acquired or sold, assigned,  transferred,
         conveyed,  leased or otherwise  disposed of in the  Ordinary  Course of
         Business;

         SECTION 4.10 TAXES.

                  (a) (i) all material Tax Returns required to be filed by or on
         behalf of the Company or any  Affiliated  Group of which the Company is
         or was a member  have been duly and timely  filed with the  appropriate
         Taxing  Authority  in all  jurisdictions  in which such Tax Returns are
         required to be filed (after  giving  effect to any valid  extensions of
         time in which to make such filings), and all such Tax Returns are true,
         complete  and correct in all  [material]  respects;  and (ii) all Taxes
         payable by or on behalf of the Company or any Affiliated Group of which
         the  Company is or was a member have been fully and timely  paid.  With
         respect to any period for which Tax Returns  have not yet been filed or
         for which Taxes are not yet due or owing,  the Company has made due and
         sufficient accruals for such Taxes in the Financial  Statements and its
         books and records.  All required  estimated Tax payments  sufficient to
         avoid any underpayment  penalties have been made by or on behalf of the
         Company.

                  (b) The Company has complied in all material respects with all
         applicable  Laws relating to the payment and  withholding  of Taxes and
         has duly and timely  withheld and paid over to the  appropriate  Taxing
         Authority  all amounts  required  to be so withheld  and paid under all
         applicable Laws.

                  (c) There are no liens as a result of any  unpaid  Taxes  upon
         any of the assets of the Company.

                  (d)  [There  is no  taxable  income  of  Company  that will be
         required  under  applicable  Tax Law to be reported  by the  Purchaser,
         including the Company or any of its Subsidiaries,  for a taxable period
         beginning after the Closing Date which taxable income was realized (and
         reflects economic income) arising prior to the Closing Date.]

         SECTION 4.11 REAL PROPERTY.

                  (a)  SCHEDULE  4.11 (A) sets forth a complete  list of (i) all
         real  property  and  interests in real  property  leased by the Company
         (individually,  a "REAL  PROPERTY  LEASE" and  collectively,  the "REAL
         PROPERTY  LEASES")  as  lessee  or  lessor.  The Real  Property  Leases
         constitute  all interests in real property  currently used or currently
         held for use in  connection  with the business of the Company and which
         are  necessary  for the  continued  operation  of the  business  of the
         Company as the  business  is  currently  conducted.  All of the Company
         Property,  buildings, fixtures and improvements thereon owned or leased
         by the Company are in good operating  condition and repair  (subject to
         normal wear and tear).  The Company has  delivered  or  otherwise  made
         available to  Purchaser  true,  correct and complete  copies of all the
         Real Property  Leases,  together with all amendments,  modifications or
         supplements, if any, thereto.

                  (b) The Company has a valid and enforceable leasehold interest
         under  each  of  the  Real  Property  Leases,   subject  to  applicable
         bankruptcy,  insolvency,  reorganization,  moratorium  and similar laws
         affecting  creditors' rights and remedies generally and subject,  as to
         enforceability,  to general principles of equity (regardless of whether


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         enforcement is sought in a proceeding at law or in equity). Each of the
         Real Property  Leases is in full force and effect,  and the Company has
         not  received  or given any  notice of any  default  or event that with
         notice or lapse of time,  or both,  would  constitute  a default by the
         Company under any of the Real Property Leases.

                  (c) The Company has all  certificates of occupancy and Permits
         of any  Governmental  Body  necessary or useful for the current use and
         operation of each Company Property,  and the Company has fully complied
         with all material  conditions  of the Permits  applicable  to them.  No
         default or violation, or event that with the lapse of time or giving of
         notice or both would become a default or violation, has occurred in the
         due observance of any Permit.

         SECTION 4.12 TANGIBLE PERSONAL PROPERTY.

                  (a) The  Company has good and  marketable  title to all of the
         items of tangible  personal  property  reflected  on the Balance  Sheet
         (except as sold or disposed of  subsequent  to the date  thereof in the
         Ordinary  Course of  Business),  free and  clear of any and all  Liens,
         other than the Permitted Exceptions.

                  (b)  SCHEDULE  4.12 (b) sets  forth  all  leases  of  personal
         property  ("PERSONAL  PROPERTY  LEASES")  involving  annual payments in
         excess of $25,000 relating to personal property used in the business of
         the Company to which the Company is a party or by which the  properties
         or assets of the  Company  is  bound.  The  Company  has  delivered  or
         otherwise made available to Purchaser true, correct and complete copies
         of  the  Personal  Property  Leases,   together  with  all  amendments,
         modifications or supplements thereto.

         SECTION 4.13 INTELLECTUAL PROPERTY

                  (a) SCHEDULE 4.13 (a) sets forth a list of:

                           (i) all United States and foreign  patents and patent
                  applications and patent disclosures owned or controlled by the
                  Company; all United States and foreign copyrights,  registered
                  or unregistered,  copyrighted works and copyright registration
                  applications owned or controlled by the Company;

                           (ii) all  computer  software  programs  and  software
                  systems (including,  without limitation,  all data, databases,
                  compilations,  tool sets, related documentation and materials,
                  whether in source code, object code or human readable form and
                  regardless  of  media),  developed  by or for the  Company  or
                  otherwise used in the business ("SOFTWARE");

                           (iii)  all   United   States,   state   and   foreign
                  trademarks,   service   marks  and   trade   names  for  which
                  registrations  have been issued or applied for by the Company,
                  and all other  United  States,  state and foreign  trademarks,
                  service  marks and trade names owned or used by the Company or
                  in which the Company holds any right,  license,  sublicense or
                  interest;

                           (iv)   all   agreements,    commitments,   contracts,
                  understandings,   licenses,   sublicenses,   assignments   and
                  indemnities which relate or pertain to any asset,  property or


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                  right of the character  described in the  preceding  clause to
                  which the Company is a party;

                           (v) all licenses, sublicenses or agreements which are
                  material  to the  business  and  which  relate or  pertain  to
                  mailing lists, know-how, trade secrets, disclosures or uses of
                  ideas to which the  Company  is a party,  showing in each case
                  the parties and the material terms; and

                  (b) All patents  listed on SCHEDULE  4.13 (a) as being  owned,
         controlled or used by the Company are valid and in force and all patent
         applications  of the Company listed  therein are in good standing,  all
         without  challenge of any kind,  and,  except as otherwise set forth on
         SCHEDULE  4.13  (a),  the  Company  owns the  entire  right,  title and
         interest in and to such patents and patent applications, free and clear
         of  all  Encumbrances,   except  Permitted  Encumbrances.  All  of  the
         registrations for trademarks, service marks, trade names and copyrights
         listed on SCHEDULE  4.13 (a) as being owned,  controlled or used by the
         Company  are  valid  and  in  force  and  all   applications  for  such
         registrations  are pending and in good standing,  all without challenge
         of any kind,  and,  except as otherwise set forth on SCHEDULE 4.13 (a),
         the Company  owns the entire  right,  title and  interest in and to all
         such trademarks, service marks, trade names and copyrights so listed as
         well as the registrations and applications for registration  therefore,
         free and  clear of all  Encumbrances,  except  Permitted  Encumbrances.
         Correct and complete copies of all the patents and patent  applications
         and of all of the trademarks, service marks, trade names and copyrights
         and  registrations,  applications  or  deposits  therefore  and all the
         agreements,   commitments,   contracts,    understandings,    licenses,
         sublicenses,  assignments,  and indemnities  listed on SCHEDULE 4.13(a)
         have  heretofore  been  delivered  or otherwise  made  available by the
         Company to Purchaser.

         SECTION 4.14 MATERIAL CONTRACTS.

                  (a) SCHEDULE 4.14 sets forth all of the following Contracts to
         which the Company or any of its  Subsidiaries is a party or by which it
         is bound (collectively, the "MATERIAL CONTRACTS"):

                           (i)  Contracts  with any  current or former  officer,
                  director, stockholder of the Company;

                           (ii)  Contracts  for the sale of any of the assets of
                  the Company  other than in the Ordinary  Course of Business or
                  for the  grant to any  person  of any  preferential  rights to
                  purchase any of its assets;

                           (iii)   Contracts  for  joint   ventures,   strategic
                  alliances or partnerships;

                           (iv)  Contracts  containing  covenants of the Company
                  not to compete in any line of  business  or with any person in
                  any geographical  area or covenants of any other person not to
                  compete  with the  Company in any line of  business  or in any
                  geographical area;

                           (v)  Contracts  relating  to the  acquisition  by the
                  Company of any operating  business or the capital stock of any
                  other person;


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<PAGE>


                           (vi) Contracts relating to the incurrence, assumption
                  or guarantee of any  Indebtedness or imposing a Lien on any of
                  its assets;

                           (vii)  Contracts  under  which the  Company  has made
                  advances or loans to any other Person; or

                           (viii) Contracts providing for severance,  retention,
                  change in control or other similar payments;

                           (ix)  Contracts for the  employment of any individual
                  on  a  full-time,  part-time  or  consulting  or  other  basis
                  providing annual compensation in excess of $100,000;

                           (x)  Contracts for the provision of goods or services
                  involving  consideration  in excess  of  $25,000  annually  or
                  $25,000 in the aggregate over the term of the Contract;

                           (xi)  outstanding  agreements of guaranty,  surety or
                  indemnification, direct or indirect, by the Company;

                           (xii) Contracts (or group of related contracts) which
                  involve  the  expenditure  of more than  $25,000  annually  or
                  $25,000 in the aggregate or require  performance  by any party
                  more than one year from the date hereof; and

                           (xiii)  Contracts that are otherwise  material to the
                  Company.

         Each of the  Material  Contracts  is in full  force and  effect  and is
         legal,

         SECTION 4.16 COMPLIANCE WITH LAWS; PERMITS.

                  (a) The Company is in compliance in all material respects with
         all  Laws  of  any  Governmental   Body  applicable  to  its  business,
         operations or assets.

                  (b) SCHEDULE 4.16 (b) contains a list of all Permits which are
         required for the  operation of the business of the Company as presently
         conducted and as presently  intended to be  conducted.  The Company and
         its Subsidiaries  currently have all Permits which are required for the
         operation of their respective businesses as presently conducted.

         SECTION  4.17  INSURANCE.  The Company has  insurance  policies in full
force and effect for such amounts as are sufficient for all  requirements of Law
and all agreements to which the Company is a party or by which it is bound.  Set
forth in SCHEDULE 4.17 is a list


                                       10
<PAGE>


of all  insurance  policies and all fidelity  bonds held by or applicable to the
Company setting forth, in respect of each such policy,  the policy name,  policy
number, carrier, term, type and amount of coverage and annual premium. Except as
noted on SCHEDULE  4.17, all such insurance will remain in full force and effect
immediately following the consummation of the transactions contemplated hereby.

         SECTION 4.18 ACCOUNTS AND NOTES RECEIVABLE AND PAYABLE.

                  (a) All  accounts  and notes  receivable  of the Company  have
         arisen from bona fide  transactions  in the Ordinary Course of Business
         consistent  with past practice and are payable on ordinary trade terms.
         All  accounts  and notes  receivable  of the Company  reflected  on the
         Balance  Sheet  are  good and  collectible  at the  aggregate  recorded
         amounts thereof,  net of any applicable reserve for returns or doubtful
         accounts  reflected  thereon,  which  reserves  are  adequate  and were
         calculated in a manner  consistent with past practice and in accordance
         with GAAP  consistently  applied.  All  accounts  and notes  receivable
         arising  after the Balance Sheet Date are good and  collectible  at the
         aggregate  recorded amounts thereof,  net of any applicable reserve for
         returns or doubtful  accounts,  which  reserves  are  adequate and were
         calculated in a manner  consistent with past practice and in accordance
         with  GAAP  consistently  applied.  None of the  accounts  or the notes
         receivable   of  the   Company  (i)  are  subject  to  any  setoffs  or
         counterclaims   or  (ii)  represent   obligations  for  goods  sold  on
         consignment, on approval or on a sale-or-return basis or subject to any
         other repurchase or return arrangement.

                  (b) All  accounts  payable  of the  Company  reflected  in the
         Balance  Sheet or arising after the date thereof are the result of bona
         fide transactions in the Ordinary Course of Business and have been paid
         or are not yet due and payable.

         SECTION 4.19 BANKS.  SCHEDULE 4.19 contains a complete and correct list
of the names and locations of all banks in which Company or any  Subsidiary  has
accounts or safe deposit  boxes and the names of all persons  authorized to draw
thereon or to have  access  thereto.  Except as set forth on SCHEDULE  4.19,  no
person  holds a  power  of  attorney  to act on  behalf  of the  Company  or any
Subsidiary.

         SECTION  4.20  FULL   DISCLOSURE.   This   Agreement  and  the  Selling
Stockholder  Documents and their respective  schedules and exhibits delivered by
or on behalf of the Selling  Stockholders  hereunder  and  thereunder  are true,
correct and complete in all material respects.

         SECTION 4.21 FINANCIAL ADVISORS.  Except as set forth on SCHEDULE 4.21,
no Person has acted,  directly or indirectly,  as a broker,  finder or financial
advisor  for the  Selling  Stockholder  or the  Company in  connection  with the
transactions contemplated by this Agreement and no Person is entitled to any fee
or commission or like payment in respect thereof.

         SECTION 4.22 LITIGATION There are no legal  proceedings  pending or, to
the Knowledge of Selling  Stockholder,  threatened that are reasonably likely to
prohibit  or  restrain  the  ability of Selling  Stockholder  to enter into this
Agreement or consummate the transactions contemplated hereby.


                                       11
<PAGE>


                                    ARTICLE V
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser  hereby  represents and warrants to the Selling  Stockholders
that:

         SECTION 5.1 ORGANIZATION AND GOOD STANDING.  Purchaser is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Illinois and has all  requisite  corporate  power and authority to own,
lease and operate properties and carry on its business.

         SECTION 5.2  AUTHORIZATION  OF AGREEMENT.  Purchaser has full corporate
power and  authority  to  execute  and  deliver  this  Agreement  and each other
agreement, document, instrument or certificate contemplated by this Agreement or
to be  executed  by  Purchaser  in  connection  with  the  consummation  of  the
transactions contemplated hereby and thereby (the "PURCHASER DOCUMENTS"), and to
consummate  the  transactions  contemplated  hereby and thereby.  The execution,
delivery  and  performance  by Purchaser of this  Agreement  and each  Purchaser
Document have been duly authorized by all necessary  corporate  action on behalf
of Purchaser. This Agreement has been, and each Purchaser Document will be at or
prior to the Closing, duly executed and delivered by Purchaser and (assuming the
due  authorization,  execution  and  delivery  by the other  parties  hereto and
thereto)  this  Agreement  constitutes,  and  each  Purchaser  Document  when so
executed and delivered will constitute,  the legal, valid and binding obligation
of Purchaser,  enforceable  against  Purchaser in accordance with its respective
terms, subject to applicable bankruptcy, insolvency, reorganization,  moratorium
and  similar  laws  affecting  creditors'  rights and  remedies  generally,  and
subject,  as to  enforceability,  to general  principles  of  equity,  including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).

         SECTION 5.3 CONFLICTS; CONSENTS OF THIRD PARTIES.

                  Except as set forth on  SCHEDULE  6.3  hereto,  neither of the
         execution  and  delivery  by  Purchaser  of this  Agreement  and of the
         Purchaser  Documents,  nor the  compliance by Purchaser with any of the
         provisions  hereof or thereof will (i) conflict  with, or result in the
         breach of, any provision of the certificate of incorporation or by-laws
         of Purchaser,  (ii) conflict with, violate, result in the breach of, or
         constitute  a  default  under  any  note,  bond,  mortgage,  indenture,
         license, agreement or other obligation to which Purchaser is a party or
         by which  Purchaser  or its  properties  or  assets  are bound or (iii)
         violate any statute, rule, regulation or Order of any Governmental Body
         by which  Purchaser is bound,  except,  in the case of clauses (ii) and
         (iii),  for  such  violations,  breaches  or  defaults  as  would  not,
         individually or in the aggregate, have a material adverse effect on the
         ability of Purchaser to consummate  the  transactions  contemplated  by
         this Agreement.

                  No consent, waiver,  approval,  Order, Permit or authorization
         of, or  declaration or filing with, or  notification  to, any Person or
         Governmental  Body is required on the part of Purchaser  in  connection
         with the  execution  and delivery of this  Agreement  or the  Purchaser
         Documents or the  compliance  by Purchaser  with any of the  provisions
         hereof or thereof.

         SECTION 5.4 LITIGATION.  There are no legal proceedings  pending or, to
the Knowledge of Purchaser, threatened that are reasonably likely to prohibit or
restrain the ability of Purchaser to enter into this Agreement or consummate the
transactions contemplated hereby.

         SECTION 5.5 INVESTMENT INTENTION. Purchaser is acquiring the Shares for
its own  account,  for  investment  purposes  only  and  not  with a view to the
distribution  (as such term is used in Section  2(11) of the  Securities  Act of
1933, as amended (the "SECURITIES ACT") thereof.  Purchaser understands that the
Shares  have not been  registered  under the  Securities  Act and cannot be sold
unless  subsequently  registered  under the  Securities Act or an exemption from
such registration is available.

         SECTION  5.6  FINANCIAL  ADVISORS.  No Person  has acted,  directly  or
indirectly, as a broker, finder or financial advisor for Purchaser in connection
with the  transactions  contemplated by this Agreement and no Person is entitled
to any fee or commission or like payment in respect thereof.


                                       12
<PAGE>


                                   ARTICLE VI
                                    COVENANTS

         SECTION 6.1 ACCESS TO INFORMATION. The Selling Stockholder agrees that,
prior to the Closing Date,  Purchaser  shall be entitled,  through its officers,
employees and representatives (including, without limitation, its legal advisors
and accountants),  to make such investigation of the properties,  businesses and
operations  of the  Company  and such  examination  of the  books,  records  and
financial  condition  of the  Company  as it  reasonably  requests  and to  make
extracts  and  copies of such  books and  records.  Any such  investigation  and
examination   shall  be  conducted  during  regular  business  hours  and  under
reasonable circumstances, and the Selling Stockholder shall cooperate, and shall
cause the Company to cooperate, fully therein.

         SECTION 6.2 CONDUCT OF THE BUSINESS PENDING THE CLOSING.

                  Except as otherwise  expressly  provided in this  Agreement or
         with the prior written  consent of Purchaser,  the Selling  Stockholder
         shall, and shall cause the Company and its Subsidiaries to:

                  (a) conduct the  respective  businesses of the Company and its
         Subsidiaries only in the Ordinary Course of Business;

                  (b) use its best efforts to (A) preserve its present  business
         operations, organization (including, without limitation, management and
         the sales  force) and  goodwill  of the Company  and (B)  preserve  its
         present  relationship  with Persons having  business  dealings with the
         Company (including, without limitation, customers and suppliers);


                                       13
<PAGE>


                  (c)  maintain  (A) all of the  assets  and  properties  of the
         Company in their current condition, ordinary wear and tear excepted and
         (B) insurance upon all of the properties and assets of the Company such
         amounts and of such kinds  comparable  to that in effect on the date of
         this Agreement;

                  (d) (A)  maintain  the  books,  accounts  and  records  of the
         Company in the  Ordinary  Course of  Business,  (B) continue to collect
         accounts   receivable  and  pay  accounts   payable   utilizing  normal
         procedures  and without  discounting  or  accelerating  payment of such
         accounts,  and (C) comply with all  contractual  and other  obligations
         applicable to the operation of the Company.

         SECTION  6.3  CONSENTS.  The Selling  Stockholder  shall use (and shall
cause the Company to use) its best efforts,  and Purchaser  shall cooperate with
the Selling Stockholder, to obtain at the earliest practicable date all consents
and  approvals  required to consummate  the  transactions  contemplated  by this
Agreement.

         SECTION 6.4 FURTHER  ASSURANCES.  Each of the Selling  Stockholder  and
Purchaser shall use its commercially  reasonable efforts to cause the Company to
(i) take all actions  necessary or appropriate  to consummate  the  transactions
contemplated  by this  Agreement and (ii) cause the  fulfillment at the earliest
practicable  date of all of the  conditions to their  respective  obligations to
consummate the transactions contemplated by this Agreement.

         SECTION 6.5  PRESERVATION  OF  RECORDS.  The  Selling  Stockholder  and
Purchaser  agree  that each of them  shall  (and  shall  cause the  Company  to)
preserve and keep the records held by them relating to the respective businesses
of the Company  including  all Tax Returns and the  supporting  documents  for a
period of seven [(7) years] from the  Closing  Date and shall make such  records
and personnel available to the other as may be reasonably required by such party
in  connection  with,  among  other  things,  any  insurance  claims  by,  legal
proceedings against or governmental  investigations of the Selling  Stockholder,
the Company,  or Purchaser or any of their  Affiliates or in order to enable the
Selling  Stockholder  or Purchaser to comply with their  respective  obligations
under  this  Agreement  and  each  other   agreement,   document  or  instrument
contemplated hereby or thereby.

         SECTION 6.6 PUBLICITY.

                  (a) Neither the Selling  Stockholder  or Purchaser  shall (and
         the Selling Stockholder shall cause the Company not to) issue any press
         release  or  public  announcement  concerning  this  Agreement  or  the
         transactions  contemplated  hereby without  obtaining the prior written
         approval  of  the  other  party  hereto,  which  approval  will  not be
         unreasonably  withheld  or  delayed,  unless,  in the sole  judgment of
         Purchaser or the Selling Stockholder,  disclosure is otherwise required
         by applicable Law or by the  applicable  rules of any stock exchange on
         which the Selling  Stockholder lists securities,  provided that, to the
         extent  required by  applicable  Law, the party  intending to make such
         release shall use its best efforts  consistent with such applicable Law
         to consult with the other party with respect to the text thereof.


                                       14
<PAGE>


                  (b) Each of Purchaser, the Company and the Selling Stockholder
         agrees  that the  terms of this  Agreement  shall not be  disclosed  or
         otherwise  made  available  to the  public  and  that  copies  of  this
         Agreement  shall not be publicly  filed or otherwise  made available to
         the public,  except where such  disclosure,  availability  or filing is
         required by applicable Law and only to the extent required by such Law.

         SECTION 6.7 USE OF NAME.  The Selling  Stockholder  hereby  agrees that
upon the consummation of the transactions contemplated hereby, Purchaser and the
Company shall have the sole right to the use of the name  "LucidLine"or  similar
names any service marks,  trademarks,  trade names,  identifying symbols, logos,
emblems,  signs or insignia  related  thereto or containing  or  comprising  the
foregoing, including any name or mark confusingly similar thereto (collectively,
the "COMPANY  MARKS").  The Selling  Stockholder shall not, and shall not permit
their  respective  Affiliates  to, use such name or any  variation or simulation
thereof or any of the Company Marks.  The Selling  Stockholder  shall, and shall
cause each its their respective  Affiliates to,  immediately  after the Closing,
cease to hold  itself out as having any  affiliation  with the Company or any of
its Affiliates.


                                   ARTICLE VII
                              CONDITIONS TO CLOSING

         SECTION 7.1  CONDITIONS  PRECEDENT TO  OBLIGATIONS  OF  PURCHASER.  The
obligation  of Purchaser to consummate  the  transactions  contemplated  by this
Agreement is subject to the  fulfillment,  on or prior to the Closing  Date,  of
each of the following conditions (any or all of which may be waived by Purchaser
in whole or in part to the extent permitted by applicable Law):

                  (a)  the   representations   and  warranties  of  the  Selling
         Stockholders shall be true and correct as of the date of this Agreement
         and as of the Closing as though made at and as of the  Closing,  except
         to the extent such  representations and warranties  expressly relate to
         an earlier  date (in which  case such  representations  and  warranties
         shall be true and correct on and as of such earlier date);

                  (b) the Selling  Stockholder shall have performed and complied
         in all material  respects with all obligations and agreements  required
         in this Agreement to be performed or complied with by them prior to the
         Closing Date;

                  (c) there shall not have been or occurred  any event,  change,
         occurrence or circumstance that has had a Material Adverse Effect since
         the Balance Sheet Date;

                  (d)  no  Legal   Proceeding  shall  have  been  instituted  or
         threatened or claim or demand made against the Selling Stockholder, the
         Company or, or  Purchaser  seeking to restrain or prohibit or to obtain
         substantial   damages   with  respect  to  the   consummation   of  the
         transactions  contemplated hereby, and there shall not be in effect any
         Order by a  Governmental  Body of competent  jurisdiction  restraining,
         enjoining or otherwise prohibiting the consummation of the transactions
         contemplated hereby.


                                       15
<PAGE>


                  (e) Purchaser shall have received the written  resignations of
         each of the directors of the Company;

         SECTION  7.2  CONDITIONS   PRECEDENT  TO  OBLIGATIONS  OF  THE  SELLING
STOCKHOLDER.  The  obligations  of the Selling  Stockholder  to  consummate  the
transactions  contemplated  by this  Agreement  are subject to the  fulfillment,
prior to or on the Closing Date, of each of the following conditions (any or all
of which  may be waived by the  Selling  Stockholder  in whole or in part to the
extent permitted by applicable Law):

                  (a) the  representations and warranties of Purchaser set forth
         in this  Agreement  shall  be true and  correct  as of the date of this
         Agreement  and  as of  the  Closing  as  though  made  at and as of the
         Closing,  except to the  extent  such  representations  and  warranties
         expressly relate to an earlier date (in which case such representations
         and warranties shall be true and correct in all material  respects,  on
         and as of such earlier date);

                  (b)  Purchaser  shall  have  performed  and  complied  in  all
         respects with all obligations and agreements required by this Agreement
         to be  performed  or  complied  with by  Purchaser  on or  prior to the
         Closing Date;

                  (c) there  shall not be in effect any Order by a  Governmental
         Body of  competent  jurisdiction  restraining,  enjoining  or otherwise
         prohibiting the consummation of the transactions contemplated hereby;

                  (d) Purchaser shall have delivered, or caused to be delivered,
         to the  Selling  Stockholders  the  payment  of the  Purchase  Price in
         accordance with Section 2.2 hereof.


                                  ARTICLE VIII

                                   TAX MATTERS

         SECTION 8.1 FILING OF TAX RETURNS; PAYMENT OF TAXES.

                  (a) The Selling  Stockholder  shall  include the  Company,  or
         cause the  Company  to be  included  in,  and shall file or cause to be
         filed, (A) the United States consolidated federal income Tax Returns of
         the Selling  Stockholder or its  Affiliates for the taxable  periods of
         the  Company  ending  on or prior  to the  Closing  Date and (B)  where
         applicable,  all other Consolidated Tax Returns of Selling  Stockholder
         for the  taxable  periods  of the  Company  ending  on or  prior to the
         Closing  Date,  and shall pay any and all Taxes due with respect to the
         returns referred to in clause (A) or (B). The Selling Stockholder shall
         also cause the Company to timely file all other Tax Returns of or which
         include  the taxes  required  to be filed by the Company on or prior to
         the Closing  Date and shall pay or cause to be paid all Taxes shown due
         thereon. All Tax Returns described in this section shall be prepared in
         a manner consistent with prior practice.  The Selling Stockholder shall
         provide  Purchaser with the portion of the such Tax Returns relating to
         the Company at least  twenty (20) days prior to the due date for filing
         thereof, along with supporting workpapers, for Purchaser's review.


                                       16
<PAGE>


                  (b) Following the Closing,  Purchaser shall cause to be timely
         filed all Tax  Returns  (other  than  those Tax  Returns  described  in
         SECTION 8.1 (a)  required to be filed by the Company  after the Closing
         Date and,  pay or cause to be paid all Taxes  shown  due  thereon.  The
         Purchaser  shall provide the Selling  Stockholder  with the tax returns
         related  to the  Company  at least  (20) days prior to the due date for
         filing  thereof,  along with  supporting  workpapers,  for the  Selling
         Stockholder's  review.  The Selling  Stockholder  and  Purchaser  shall
         attempt in good faith to resolve any  disagreements  regarding such Tax
         Returns prior to the due date for filing.

                  (c) Not later than ten (10) days prior to the due date for the
         payment  of  Taxes  on  any  Tax  Returns   which   Purchaser  has  the
         responsibility  to cause to be filed  pursuant to SECTION  8.1(b),  the
         Selling Stockholder shall pay to Purchaser the amount of Taxes, if any,
         which is owed by the Selling  Stockholder as mutually agreed by Selling
         Stockholder and Purchaser.

                  (d) STRADDLE  PERIOD TAX ALLOCATION.  The Selling  Stockholder
         and Purchaser  will,  unless  prohibited by applicable  law,  close the
         taxable  period  of the  Company  as of the  close of  business  on the
         Closing Date.  If  applicable  law does not permit the Company to close
         its taxable  year on the Closing  Date or in any case in which a Tax is
         assessed  with respect to a taxable  period which  includes the Closing
         Date (but does not begin or end on that day) (a "STRADDLE PERIOD"), the
         Taxes, if any, attributable to a Straddle Period shall be allocated (i)
         to the Selling Stockholder for the period up to and including the close
         of business on the Closing  Date,  and (ii) to Purchaser for the period
         subsequent to the Closing Date.  Any allocation of income or deductions
         required to determine any Taxes attributable to a Straddle Period shall
         be made by means of a closing of the books and  records of the  Company
         as of  the  close  of  the  Closing  Date,  provided  that  exemptions,
         allowances  or  deductions  that  are  calculated  on an  annual  basis
         (including,   but  not  limited  to,   depreciation   and  amortization
         deductions) shall be allocated between the period ending on the Closing
         Date and the period after the Closing Date in  proportion to the number
         of days in each such period.


                                   ARTICLE IX

                                  MISCELLANEOUS


         SECTION 9.1  EXPENSES.  Each party shall bear its own expenses and fees
and commissions (including, but not limited to, all compensation and expenses of
counsel,   consultants  and   accountants)   incurred  in  connection  with  its
preparation,   negotiation  and  execution  of  the  Transaction  Documents  and
consummation of the transactions contemplated hereby or thereby.

         SECTION 9.2  NOTICES.  All notices  required or  permitted  to be given
under this Agreement (and, unless otherwise  expressly  provided therein,  under
any document delivered pursuant to this Agreement) shall be given in writing and
shall be deemed received (i) when personally  delivered to the relevant party at


                                       17
<PAGE>


such  party's  address as set forth  below,  (ii) if sent by mail (which must be
certified  or  registered  mail,  postage  prepaid) or overnight  courier,  when
received or rejected by the  relevant  party at such party's  address  indicated
below, or (iii) if sent by facsimile,  when confirmation of delivery is received
by the sending party:

         If to the Purchaser:

                                Walnut Valley, Inc. d.b.a. CY Solutions
                                16335 S. Harlem Avenue
                                Tinley Park, IL 60477
                                Attn: Rafiq Kiswani, President
                                Telephone: (708) 570-3971
                                Telecopy: (708) 323-1111


         If to the Selling Stockholder:

                                Patron Systems, Inc.
                                5775 Flatiron Parkway, Suite 230
                                Boulder, Colorado 80301
                                Attention:  Ms. Heidi Newton
                                Telecopy:  (303) 523-9125

Each party  hereto may change its address or  facsimile  number for  purposes of
this Section 9.2 by providing  notice to the other  parties in  accordance  with
this Section 9.2.

         SECTION 9.3 INTERPRETATION.  The article and section headings contained
in this  Agreement  are for  reference  purposes  only and  shall not in any way
affect the meaning or interpretation of this Agreement. Whenever the context may
require,  any pronoun used herein  shall  include the  corresponding  masculine,
feminine or neuter forms.

         SECTION 9.4 COUNTERPARTS. This Agreement may be executed in two or more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument;  and shall become binding
when two or more counterparts have been signed by each of the parties hereto and
delivered to each of Purchaser and Selling Stockholder.

         SECTION 9.5 AMENDMENT.  This Agreement may not be amended,  modified or
supplemented except by a writing signed by an authorized  representative of each
of the parties hereto.

         SECTION 9.8 ENTIRE AGREEMENT.  This Agreement  (including the Schedules
and  Exhibits  attached  hereto and the  documents  delivered  pursuant  hereto)
constitute  the  entire   agreement  and  supersede  all  prior  agreements  and
understandings,  both  written and oral,  among the parties  with respect to the
subject matter hereof.

         SECTION 9.9 BINDING  EFFECT.  This Agreement  shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,  personal
representatives, successors and permitted assigns.


                                       18
<PAGE>


         SECTION 9.10  SEVERABILITY.  Wherever  possible,  each provision hereof
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but in case any one or more of the provisions  contained  herein
shall,  for any reason,  be held to be invalid,  illegal or unenforceable in any
respect, such provision shall be ineffective in the jurisdiction involved to the
extent,   but  only  to  the  extent,   of  such   invalidity,   illegality   or
unenforceability  without invalidating the remainder of such invalid, illegal or
unenforceable  provision or provisions or any other  provisions  hereof,  unless
such a construction would be unreasonable.

         SECTION 9.11  WAIVERS.  Any term or provision of this  Agreement may be
waived, or the time for its performance may be extended, by the party or parties
entitled  to  the  benefit  thereof.  Any  such  waiver  shall  be  validly  and
sufficiently  authorized for the purposes of this Agreement if, as to any party,
it is authorized in writing by an authorized  representative  of such party. The
failure  of any  party  hereto  to  enforce  at any time any  provision  of this
Agreement  shall not be construed to be a waiver of such  provision,  nor in any
way to affect the validity of this  Agreement or any part hereof or the right of
any party thereafter to enforce each and every such provision.  No waiver of any
breach of this  Agreement  shall be held to  constitute a waiver of any other or
subsequent breach.

         SECTION 9.12 CONFIDENTIAL NATURE OF INFORMATION. Each party agrees that
it will treat in confidence all documents, materials and other information which
it shall have  obtained  regarding  the other  parties  during the course of the
negotiations leading to the consummation of the transactions contemplated hereby
(whether obtained before or after the date of this Agreement), the investigation
provided for herein and the  preparation  of this  Agreement  and other  related
documents,  and, in the event the transactions  contemplated hereby shall not be
consummated, each party will return to the other parties all copies of nonpublic
documents and materials which have been furnished in connection therewith.  Such
documents,  materials and  information  shall not be  communicated  to any third
Person  (other  than,  to  their  counsel,   accountants,   financial  advisors,
shareholders or lenders). No other party shall use any confidential  information
in any manner whatsoever;  PROVIDED, HOWEVER, that after the Effective Time, the
Purchaser  may use or  disclose  any  confidential  information  included in the
assets of the Company as of the Effective Time or otherwise  reasonably  related
to the assets or business of the Company.  The obligation of each party to treat
such documents, materials and other information in confidence shall not apply to
any  information  which (i) is or becomes  available to such party from a source
other than such party,  (ii) is or becomes available to the public other than as
a result of  disclosure  by such party or its  agents,  (iii) is  required to be
disclosed under  applicable law or judicial  process,  but only to the extent it
must be disclosed,  or (iv) such party reasonably deems necessary to disclose to
obtain any of the consents or approvals contemplated hereby.

         SECTION  9.13  GOVERNING  LAW;  ARBITRATION.  This  Agreement  shall be
governed by and  construed in  accordance  with the internal laws (as opposed to
the conflicts of law provisions) of the State of Delaware.

                  (a)  Any  dispute,  controversy  or  claim  arising  out of or
         relating to this Agreement or its breach,  interpretation,  termination


                                       19
<PAGE>


         or  validity,  including  any  question  whether a matter is subject to
         arbitration hereunder, is referred to herein as a "DISPUTE."

                  (b) If the parties  fail to settle any Dispute  within 30 days
         after any party has  given  notice to the other  parties  hereto of the
         claimed  existence  of a Dispute,  the  Dispute  shall be resolved by a
         confidential,   binding   arbitration.   All  such  Disputes  shall  be
         arbitrated in Chicago,  Illinois  pursuant to the arbitration rules and
         procedures of J.A.M.S.  Endispute  before an arbitrator or  arbitrators
         selected in the manner  provided in such rules and  procedures,  except
         that the "Final Offer (or  Baseball)"  Arbitration  Option shall not be
         used  unless  otherwise  agreed in  writing.  As a  condition  to JAMS'
         jurisdiction,  the  parties  shall be  entitled  to  conduct  discovery
         pursuant to the Federal Rules of Civil Procedure.

                  (c) Judgment upon any award rendered by the arbitrators may be
         entered  in any  court  having  jurisdiction,  and  each  party  hereto
         consents and submits to the  jurisdiction of such court for purposes of
         such action. The statute of limitations,  estoppel,  waiver, laches and
         similar  doctrines,  which would  otherwise be applicable in any action
         brought by a party, shall be applicable in any arbitration  proceeding,
         and the commencement of an arbitration proceeding shall be deemed to be
         the  commencement  of  an  action  for  those  purposes.   The  Federal
         Arbitration  Act shall apply to the  construction,  interpretation  and
         enforcement of this  arbitration  provision.  Each party shall bear its
         own expenses (including,  without limitation,  the fees and expenses of
         legal counsel and accountants) in connection with such arbitration, and
         Purchaser and the Selling  Stockholder  shall each bear one-half of the
         arbitrators' fees and expenses.


                                    ARTICLE X
                                   DEFINITIONS

For  purposes of this  Agreement,  the  following  terms shall have the meanings
specified in this Article:

                  "AFFILIATE"  means,  with  respect  to any  Person,  any other
         Person that, directly or indirectly through one or more intermediaries,
         controls,  or is controlled by, or is under common  control with,  such
         Person, and the term "control" (including the terms "controlled by" and
         "under  common  control  with")  means  the  possession,   directly  or
         indirectly,  of the  power to  direct  or cause  the  direction  of the
         management and policies of such Person,  whether  through  ownership of
         voting securities, by contract or otherwise.

                  "AFFILIATED  GROUP"  means any  affiliated  group  within  the
         meaning  of Section  1504 of the Code or any  comparable  or  analogous
         group under state, local or foreign Law.

                  "CONTRACT"  means any contract,  agreement,  indenture,  note,
         bond,  loan,  instrument,  lease,  commitment or other  arrangement  or
         agreement, whether written or oral.


                                       20
<PAGE>


                  "GOVERNMENTAL  BODY" means any government or  governmental  or
         regulatory  body thereof,  or political  subdivision  thereof,  whether
         federal,  state,  local or foreign,  or any agency,  instrumentality or
         authority thereof, or any court or arbitrator (public or private).

                  "LIEN"  means  any  lien,  pledge,  mortgage,  deed of  trust,
         security  interest,  claim,  lease,  charge,  option,  right  of  first
         refusal,  easement,   servitude,  proxy,  voting  trust  or  agreement,
         transfer  restriction  under  any  shareholder  or  similar  agreement,
         encumbrance or any other restriction or limitation whatsoever.

                  "MATERIAL  ADVERSE EFFECT" means (i) a material adverse effect
         on the historical,  near-term or long-term projected business,  assets,
         properties,  results of operations,  condition (financial or otherwise)
         or  prospects  of the  Company  or its  Subsidiaries,  (ii) a  material
         adverse effect on the financial,  banking,  capital  markets or general
         economic  conditions,  (iii) a material  adverse effect on the value of
         the  Company or its  Subsidiaries,  (iv)  changes in general  economic,
         regulatory or political conditions, or securities markets in the United
         States  or  worldwide  or  any  outbreak  of   hostilities,   terrorist
         activities or war, or any material  worsening of any such  hostilities,
         activities  or war  underway  as of the date  hereof or (v) a  material
         adverse effect on the ability of the Selling Stockholders to consummate
         the  transactions  contemplated  by this  Agreement  or  perform  their
         obligations under this Agreement or the Selling Stockholder  Documents.
         A Material  Adverse  Effect shall be determined in light of Purchaser's
         intended capital  structure for the  transactions  contemplated by this
         Agreement.

                  "ORDINARY  COURSE OF  BUSINESS"  means the  ordinary and usual
         course of day-to-day operations of the business through the date hereof
         consistent with past practice.

                  "PERMITS"  means  any  approvals,  authorizations,   consents,
         licenses, permits or certificates of a Governmental Body.

                  "PERMITTED  EXCEPTIONS"  means (i) statutory liens for current
         Taxes,  assessments or other governmental charges not yet delinquent or
         the amount or  validity  of which is being  contested  in good faith by
         appropriate proceedings, provided an appropriate reserve is established
         therefor; (ii) mechanics',  carriers', workers', repairers' and similar
         Liens  arising or incurred in the Ordinary  Course of Business that are
         not material to the business, operations and financial condition of the
         Company  Property  so  encumbered  and  that are not  resulting  from a
         breach,  default or violation by the Company or any of its Subsidiaries
         of any Contract or Law.

                  "TAXES" means (i) all federal,  state, local or foreign taxes,
         charges, fees, imposts, levies or other assessments, including, without
         limitation,  all net income,  gross receipts,  capital,  sales, use, ad
         valorem, value added, transfer,  franchise, profits, inventory, capital
         stock,  license,  withholding,  payroll,  employment,  social security,
         unemployment,   excise,  severance,  stamp,  occupation,  property  and
         estimated taxes, customs duties,  fees,  assessments and charges of any
         kind whatsoever, (ii) all interest,  penalties, fines, additions to tax
         or  additional  amounts  imposed by any Taxing  Authority in connection
         with  any  item  described  in  clause  (i) and  (iii)  any  transferee


                                       21
<PAGE>


         liability in respect of any items  described in clauses (i) and/or (ii)
         payable  by  reason  of  contract,  assumption,  transferee  liability,
         operation  of Law,  Treasury  Regulation  Section  1.1502-6(a)  (or any
         predecessor or successor  thereof of any analogous or similar provision
         under Law) or otherwise.

                  "TAXING  AUTHORITY"  means the IRS or any  other  Governmental
         Body responsible for the administration of any Tax.

                  "TAX RETURN" means any return, report or statement required to
         be filed with respect to any Tax  (including any  attachments  thereto,
         and  any  amendment  thereof)  including,   but  not  limited  to,  any
         information return, claim for refund,  amended return or declaration of
         estimated Tax, and including,  where  permitted or required,  combined,
         consolidated or unitary returns for any group of entities that includes
         the Company, any of its Subsidiaries, or any of their Affiliates.



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized,  as of the date
first written above.

                                         PURCHASER, CY Solutions


                                         By: /s/ Rafiq Kiswani
                                             ----------------------------------
                                                 Name: Rafiq Kiswani

                                                 Title: President


                                         SELLING STOCKHOLDER, Patron
                                         Systems, Inc:


                                         By: /s/ Martin T. Johnson
                                             ----------------------------------
                                                 Name: Martin T. Johnson
                                                 Title: CFO


                                       22
<PAGE>


         SCHEDULES



         4.4 (b) Options, Warrants, Calls, Rights, or Contracts Impacting Shares

         4.9   Material Adverse Effects

         4.11 (a) Real Property Leases

         4.12 (b) Personal Property Leases

         4.13 (a) Intellectual Property

         4.14 (a) Material Contracts

         4.16 (b) Permits

         4.17 Insurance Policies

         4.19 Banks

         4.21 Financial Advisors

         5.3 Purchaser Conflicts Including Required Consents of Third Parties


<PAGE>


         SCHEDULE 4.4 (b) OPTIONS, WARRANTS, CALLS, RIGHTS, OR CONTRACTS
         IMPACTING SHARES



         NONE


<PAGE>


         SCHEDULE 4.9 MATERIAL ADVERSE EFFECTS



         NONE


<PAGE>


         SCHEDULE 4.11 (A) REAL PROPERTY LEASES



         Reidy Realty lease for 7804 W. College Drive, Palos Heights, IL.

         Allen Bartley lease for 575 W. 84th Drive, Suite E. Merrillville, IN.


<PAGE>


         SCHEDULE 4.12 (B) PERSONAL PROPERTY LEASES



         NONE


<PAGE>


         SCHEDULE 4.13 (A) INTELLECTUAL PROPERTY

         LucidLine, Inc.name

         LucidLine logo

         Various  computer  software for personal  computers,  servers,  network
         devices, switches, routers, etc.


<PAGE>


         SCHEDULE 4.14 (A) MATERIAL CONTRACTS

         (i)      None

         (ii)     None

         (iii)    None

         (iv)     None

         (v)      None

         (vi)     None

         (vii)    None

         (viii)   None

         (ix)     None

         (x)      Business Services Link LLC; UAIG; Tech Credit Union

         (xi)     None

         (xii)    SBC Sonet Service  Agreement and associated other SBC circuits
                  Equinix   Operating   Agreement   Internap   Network  Services
                  Access2Go


<PAGE>


         SCHEDULE 4.16 (b) PERMITS



         NONE


<PAGE>


         SCHEDULE 4.17 INSURANCE POLICIES

         No insurance policies are in force specifically for LucidLine, Inc. All
         policies in force cover  Patron  Systems,  Inc.  and its  subsidiaries.
         Thus, following the sale of LucidLine,  Inc. there will be no insurance
         policies in force covering LucidLine, Inc.


<PAGE>


         SCHEDULE 4.19 BANKS



         NONE


<PAGE>


         SCHEDULE 4.21 FINANCIAL ADVISORS



         NONE


<PAGE>


         SCHEDULE 5.3 PURCHASER  CONFLICTS  INCLUDING  REQUIRED CONSENT OF THIRD
         PARTIES

         NONE






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