HERZLIYA, ISRAEL and NEW YORK, March 17, 2004 - Athena Human & Technology Integrated Security Solutions announced today the acquisition of GS-3 (www.gs-3.com), an international counter terrorism and aviation consulting firm. The acquisition marks the unification of the most critical elements of homeland security services designed to meet the needs of global enterprises, public facilities, critical infrastructure sites and aviation centers. Both Athena ISS and GS-3 have successfully planned, architected and implemented large-scale security projects and will now offer their expanded services to customers worldwide.

Under the terms of the agreement, GS-3 becomes a wholly owned subsidiary of Athena ISS and a member of The Merhav Group of companies, renowned for its large scale project development, contracting, systems auditing and financing. Mr. Offer Einav, CEO of GS-3, retains his title and takes on the additional position of Manager of Business Development at Athena. Mr. Ruben Paz, CEO of Athena ISS, has been named chairman of GS-3, and Mr. Shabtai Shavit, former head of the Israeli Mossad (1989-1996) and chairman of ICT (Counter Terrorism Research Institute) will maintain his role as the chairman of Athena ISS. Additional board members and executives will be named in the near future.

"Our acquisition of GS-3 is a natural evolution of Athena's business model, rounding out our strategy to respond to US and international markets with a comprehensive and integrated approach to corporate and homeland security," said Athena CEO Ruben Paz. "We are looking forward to accelerating our growth into the aviation sector and helping our clients' constituents in both public and private enterprises meet the today's security challenges."

Athena ISS is a security integrator, widely recognized for its groundbreaking work in combining technological and human resource initiatives in its turnkey and customized security solutions. Through decades of involvement in private and governmental organizations, its consultants have designed proprietary methodologies in personnel vetting, selection and training, technology auditing, intelligence-based vulnerability analysis, crisis management and contingency planning and strategic security programs.

In joining with GS-3, the companies will share a diverse client roster who have already directly benefited from these strategies, including the Port Authority of NY/NJ, Northwest Airlines, Metropolitan Washington Airports Authority, Exelon Generation (the largest nuclear power provider in the US), Antwerp Diamond District, Greek energy infrastructure, Latin American law enforcement agencies, the 2004 Olympics (transportation and public gatherings) and many others.

GS-3 was also named as a lead participant in the SAFEE Project (Security of Aircraft in the Future European Environment) in concert with SAGEM Airbus, BAE Systems, Thales NLR EADS, and ENERTEC to offer its expertise in counter terrorism and aircraft security to the European Union.

"Through our decades of experience, we know that there is no single solution that can secure an entire enterprise and share with Athena the philosophy that proven technology solutions must be coupled with intelligence and human resource protocols to be truly effective," said GS-3 CEO Offer Einav. "With the additional resources available through Athena, GS-3 will be able to provide even more comprehensive service to our combined customer base in the US and abroad."

"We are extremely pleased to welcome GS-3 into the Merhav family of companies," said Athena Chairman Shabtai Shavit. "We anticipate that the synergy of Athena and GS-3 will lead to continued success with the customers of both companies, and in turn, better and more cost effective security solutions around the world."

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