AGREEMENT AND PLAN OF MERGER

EXHIBIT 10.3

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made as of February 24,

2005 (this "MERGER AGREEMENT") by and among Patron Systems, Inc., a Delaware

corporation ("PARENT"), LL Acquisition I Corp., a Delaware corporation and

wholly owned subsidiary of Parent ("MERGERCO"), and LucidLine, Inc., an Illinois

corporation (the "COMPANY") (Mergerco and the Company are hereinafter

collectively referred to as the "CONSTITUENT CORPORATIONS").

W I T N E S S E T H:

WHEREAS, the Company was incorporated by the filing of

Articles of Incorporation with the Secretary of State of the State of Illinois

on June 18, 2001;

WHEREAS, Mergerco was incorporated by the filing of Articles

of Incorporation with the Secretary of State of the State of Delaware on January

26, 2005;

WHEREAS, the Company is an Illinois corporation having

authorized capital consisting of 10,000,000 shares of Common Stock, no par value

per share (the "COMPANY COMMON STOCK"), all of which shall be issued and

outstanding immediately prior to the Effective Time (as hereinafter defined).

WHEREAS, Mergerco is a Delaware corporation having authorized

capital of 1,000 shares of common stock, par value $0.001 per share ("MERGERCO

COMMON STOCK"), all of which shall be issued and outstanding immediately prior

to the Effective Time;

WHEREAS, the respective Board of Directors of each Constituent

Corporation has approved this Merger Agreement and the Merger;

WHEREAS, the Constituent Corporations and Parent are

concurrently entering into a Supplemental Agreement (the "SUPPLEMENTAL

AGREEMENT") that, among other things, sets forth certain covenants, agreements,

representations and warranties with respect to the Merger and the transactions

contemplated by this Merger Agreement; and

WHEREAS, certain capitalized terms are defined in the

Supplemental Agreement and shall have the same meaning when used in this

Agreement unless otherwise defined herein.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

THE MERGER

SECTION 1.1 THE MERGER. Upon the terms and subject to the conditions

hereof and of the Supplemental Agreement, and in accordance with the Delaware

General Corporation Law ("DGCL") and the Illinois Business Corporation Act of

1983, as amended ("IBCA"), at the Effective Time (as hereinafter defined),

Mergerco shall be merged with and into the Company,

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which, as the corporation surviving in the Merger (the "SURVIVING Corporation"),

shall continue unaffected and unimpaired by the Merger to exist under and be

governed by the laws of the State of Illinois. Upon the effectiveness of the

Merger, the separate existence of Mergerco shall cease except to the extent

provided by applicable law in the case of a corporation after its merger into

another corporation.

SECTION 1.2 EFFECTIVE TIME. As promptly as practicable after the

satisfaction or, if permissible, waiver of the conditions set forth in Article

VI of the Supplemental Agreement, the parties hereto shall cause the Merger to

be consummated by filing this Merger Agreement with the Secretary of State of

the State of Delaware pursuant to Section 252 of the DGCL and the Secretary of

State of the State of Illinois pursuant to Section 11.35 of the IBCA. When used

in this Merger Agreement, the term "EFFECTIVE TIME" shall mean the date and time

of receipt of the Merger Agreement for filing by the Secretary of State of the

State of Illinois unless a delayed effective time is specified therein.

SECTION 1.3 EFFECTS OF THE MERGER. The Merger shall have the effects

set forth in Section 252 of the DGCL and Section 11.35 of the IBCA. Without

limiting the generality of the foregoing, and subject thereto, at the Effective

Time, except as otherwise provided herein, all of the property, rights,

privileges, powers and franchises of Mergerco and the Company shall vest in the

Surviving Corporation, and all debts, liabilities and duties of Mergerco and the

Company shall become the debts, liabilities and duties of the Surviving

Corporation. The Surviving Corporation shall be a wholly owned subsidiary of

Parent.

SECTION 1.4 ARTICLES OF INCORPORATION AND BYLAWS OF THE SURVIVING

CORPORATION; OFFICERS AND DIRECTORS. The Articles of Incorporation of the

Surviving Corporation shall be amended and restated as of the Effective Time as

set forth in EXHIBIT A attached hereto. From and after the Effective Time, until

their successors are duly elected or appointed and qualified, the directors and

the officers of the Surviving Corporation shall be as follows:

DIRECTORS

Rafiq Kaswani

Afi Hasan

Mahmoud Ismail

OFFICERS

NAME OFFICE

Rafiq Kaswani President & Chief Executive Officer

Afi Hasan Secretary & Treasurer

SECTION 1.5 EFFECT ON STOCK. As of the Effective Time, by virtue of the

Merger and without any action on the part of any shareholder of either of the

Constituent Corporations:

(a) Each issued and outstanding share of Mergerco Common

Stock shall be

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converted into and become one fully paid and nonassessable share of common

stock, par value $0.001 per share, of the Surviving Corporation. Each

certificate of Mergerco evidencing ownership of any such shares of Mergerco

Common Stock shall continue to evidence ownership of the same number of shares

of common stock of the Surviving Corporation.

(b) All shares of Company Common Stock that are held in

the treasury of the Company or by a wholly owned Subsidiary of the Company shall

be canceled and no consideration shall be delivered in exchange therefor.

(c) All shares of Company Common Stock issued and

outstanding immediately prior to the Effective Time, except shares canceled in

accordance with Section 1.5(b), shall be converted, in the aggregate, into

4,400,000 shares of validly issued, fully paid and nonassessable shares of

Parent Common Stock, and the right to receive, in the aggregate, $200,000

(collectively, the "MERGER CONSIDERATION"). Each shareholder of the Company (the

"SHAREHOLDERS") shall be entitled hereunder to receive in respect of such

Shareholder's shares of Company Common Stock held immediately prior to the

Effective Time such Shareholder's portion of such Merger Consideration as set

forth on ANNEX A to the Supplemental Agreement.

(d) All shares of Company Common Stock (other than shares

of Company Common Stock to be canceled in accordance with Section 1.5(b)), when

so converted as provided in Section 1.5(c), shall no longer be outstanding and

shall automatically be canceled and retired and each holder of a certificate

theretofore representing any such shares shall cease to have any rights with

respect thereto, except the right to receive, upon the surrender of such

certificate in accordance with Section 1.6, the portion of the Merger

Consideration attributable to such shares.

(e) Any issued and outstanding shares of Company Common

Stock held by a Person (a "DISSENTING SHAREHOLDER") who properly exercises such

Person's dissenters' rights under the IBCA ("DISSENTING SHARES") shall not be

converted as described in Section 1.5(c), but rather shall be converted into the

right to receive such consideration as may be determined to be due to such

Dissenting Shareholder pursuant to the IBCA. Subject to the foregoing, if, after

the Effective Time, such Dissenting Shareholder withdraws his demand for payment

or fails to perfect or otherwise loses his right of payment, in any case

pursuant to the IBCA, the Dissenting Shares of such Dissenting Shareholder shall

be deemed to be converted as of the Effective Time into the right to receive the

amount to which such Dissenting Shareholder would otherwise have been entitled

to pursuant to Section 1.5(c). The Company shall give Parent prompt notice of

any demands for payment received by the Company. The Company shall not, without

the prior written consent of Parent, make any payment with respect to, or settle

or offer to settle, any such demands, and, prior to the Effective Time, Parent

shall have the right to participate in all negotiations and proceedings with

respect to such demands.

SECTION 1.6 PARENT TO MAKE CERTIFICATES AVAILABLE; DIVIDENDS.

(a) As soon as reasonably practicable after the Effective

Time (and in any event within ten (10) business days after the Effective Time),

Parent shall use its commercially reasonable efforts to mail to each record

holder of a certificate or certificates that immediately before the Effective

Time represented outstanding shares of Company Common Stock (the "CERTIFICATES")

(i) a letter of transmittal that shall specify that delivery shall be effective

and risk

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of loss and title to the Certificates shall pass only upon delivery of the

Certificates to Parent, and which letter shall be in customary form and have

such other provisions as Parent may reasonably specify; and (ii) instructions

for effecting the surrender of such Certificates in exchange for the

consideration contemplated by Section 1.5(c), including cash in lieu of

fractional shares. Upon surrender of a Certificate to Parent together with such

letter of transmittal, duly executed and completed in accordance with the

instructions thereto, and such other documents as may reasonably be required by

Parent, the holder of such Certificate shall be entitled to receive in exchange

therefor (A) shares of Parent Common Stock representing, in the aggregate, the

whole number of shares that such holder has the right to receive pursuant to

Section 1.5(c) (after taking into account all shares of Company Common Stock

then held by such holder), and (B) cash, payable either by check or wire

transfer of immediately available funds, in the amount equal to the cash that

such holder has the right to receive pursuant to this Article I, including cash

in lieu of any dividends and other distributions pursuant to Section 1.6(d) and

cash in lieu of fractional shares pursuant to Section 1.7. No interest will be

paid or will accrue on any cash payable as Merger Consideration pursuant to

Section 1.6 and 1.7.

(b) If the Merger Consideration (or any portion thereof)

is to be delivered to a person other than the person in whose name the

Certificates surrendered in exchange therefor are registered, it shall be a

condition to the payment of the Merger Consideration that the Certificates so

surrendered shall be properly endorsed or accompanied by appropriate stock

powers and otherwise in proper form for transfer, that such transfer otherwise

be proper and that the person requesting such transfer pay to the Surviving

Corporation any transfer or other taxes payable by reason of the foregoing or

establish to the satisfaction of the Surviving Corporation that such taxes have

been paid or are not required to be paid. For purposes of this Merger Agreement,

the term "person" means an individual, a co