ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT See Item 2.03 ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT On November 5, 2007, in consideration of funds advanced and to be advanced to the Registrant in a total amount of $250,000, the Registrant entered into a Senior Secured Promissory Note (the "Note") in favor of Laidlaw FSP, Inc. ("FSP") in the aggregate principal amount of $250,000. The aggregate amounts (including the principal and any accrued interest) under the Note are payable by the Registrant to FSP on demand, with simple interest accruing on any unpaid principal amount at 10% per annum. The Registrant's obligations under the Note are secured by senior, first priority liens on all assets of the Registrant pursuant to a Security Agreement entered into by the Registrant and FSP on November 5, 2007. Additionally, the Registrant, FSP and Apex Investment Fund V, L.P., ("Apex"), on November 5, 2007, have entered into a Subordination and Intercreditor Agreement whereby FSP agreed to become a secured lender to the Registrant and Apex agreed to subordinate its debt to FSP. As of November 5, 2007, the total principal amount outstanding associated with the Apex secured promissory notes is $2,221,849. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PATRON SYSTEMS, INC. Date: November 30, 2007 By: /S/ ROBERT CROSS -------------------------------------- Robert Cross Chairman of the Board of Directors and Acting Chief Executive Officer 3 </TEXT> </DOCUMENT>