IQue Intellectual Properties Plans to Acquire Safeguard Security Holdings

IQue Intellectual Properties, Inc., has entered into a letter of intent to acquire Safeguard Security Holding, Inc. Safeguard is a security staffing company with 683 employees and annual revenues exceeding $24 million headquartered in Houston, Texas.

As part of the transaction, certain IQIP shareholders have agreed to return 67,000,000 shares to the company's treasury. The remaining 22,553,110 shares of common stock will be reduced to approximately 959,707 shares of common stock through a 23.5 shares to 1 share reverse split. After the reverse split, the shareholders of Safeguard will receive 7,300,000 shares of common stock, 400,000 shares of Series A, Cumulative convertible Preferred Stock, with a 10 percent coupon, convertible into 4,000,000 shares of common stock and 3,700,000 common stock purchase warrants. The exercise price of the warrants is between $1.25 per share and $3 per share.

It is expected that a formal purchase agreement will be executed prior to Nov. 15, 2004.

Headquartered in Asheville, N.C., IQue Intellectual Properties is a publicly traded company.