DriverShield to Acquire Presidion Solutions, Inc.

  Plan Should Accelerate Growth of One of the Nation's Largest Professional
                            Employer Organizations

    CORAL SPRINGS, Fla., Jan. 21 /PRNewswire-FirstCall/ --
DriverShield Corp. reported today that it has signed a
non-binding Memorandum of Understanding to acquire Presidion Solutions, Inc.
headquartered in Troy, Michigan.
    Presidion is one of the nation's largest Professional Employer
Organizations ("PEO") with more than 3,500 clients, 50,000 worksite employees
and revenues in excess of $750 million.  Florida Trend Magazine recently
reported that on the basis of the number of worksite employees, Presidion is
the second largest PEO in Florida, where the bulk of its business is currently
located.  Presidion provides a wide range of human resources, regulatory
compliance and employee benefits management services to small and medium-sized
businesses, which benefit from the advantages of economies of scale.  The
company has operations in Florida, Georgia, South Carolina, Illinois and
Michigan.
    Presidion earned $1.1 million in 2001 on revenues of $381.7 million, as
audited by its independent accounting firm, Ernst & Young.  Although its
audited results are not yet available for 2002, Presidion said it believes its
profit margins increased in 2002 and anticipates its revenues to be
approximately $750 million.  Presidion has grown rapidly by acquisition and by
expanding the scope of its services to clients.
    In the proposed transaction, expected to be completed by April 15,
Presidion will merge with a wholly owned subsidiary of DriverShield and
DriverShield will be the surviving entity, with its shareholders holding a
50.1% interest.  Presidion would operate as a wholly owned subsidiary, with
its present owners receiving approximately 10,860,000 shares of DriverShield
common stock in exchange for their shares in Presidion, holding a 49.9%
interest in DriverShield, that may be reduced, upon Presidion failing to meet
certain financial criteria.  It is anticipated that a definitive agreement
will be signed no later than February 28, 2003, following completion of due
diligence by both companies.
    The acquisition by DriverShield  would enable privately held Presidion to
gain the advantages of having a publicly traded stock, facilitating
acquisitions among other things.  The PEO industry is growing rapidly
throughout the United States, and with some 2,500 participants, is also highly
fragmented.  Presidion has already completed the acquisition of three PEOs in
less than two years.
    The anticipated terms of the merger provide for DriverShield to name four
members of the surviving company's board of directors, with Presidion naming
three.  It also provides that in 2004, if audited financials for 2003 show
Presidion's pre-tax income to be at least $7.5 million, DriverShield will turn
over one board seat to Presidion, which will then hold a majority of the
board, and the present Presidion shareholders would be issued additional
common stock shares, so that the Presidion shareholders would thereafter hold
a majority of the outstanding shares of the surviving company.
    Under the terms of the Memorandum, subject to completion of due diligence,
DriverShield has agreed to provide Presidion with $1.5 million in secured
bridge financing for its working capital needs.
    "We believe this transaction has great potential for our shareholders,"
said Barry Siegel, founder and CEO of DriverShield and its largest single
shareholder.  "As we noted in our recent annual report, we made the decision
to diversify into businesses with the potential to grow faster than our
automotive-related businesses, Sentaur being one.  Presidion is much larger
than DriverShield, it is profitable, and it is expanding rapidly in a growing
industry.  There are several synergies that exist with the combination of our
current businesses that should enable both companies to enhance their growth
opportunities."
    Siegel noted that three large publicly traded PEO companies have
historically averaged price/earnings ratios of approximately 20.  He added
that the public float of DriverShield is approximately six million shares, and
he anticipates no additional shares, or only minimal shares, will be entering
the public float immediately following completion of this merger, as the
common stock shares issued pursuant to this transaction will not be registered
under the Securities Act of 1933 and therefore cannot be traded for the first
year following the closing.
    Craig Vanderburg, CEO of Presidion, described the proposed merger as
highly beneficial for both companies.
    "We have looked at many public companies and believe DriverShield, which
has no debt, a solid cash position, a clean balance sheet and a strong track
record as a business innovator, is the best fit as our business partner," said
Vanderburg.  "There appear to be potential synergies with many of the services
that DriverShield is currently offering."
    DriverShield's three current businesses would continue after the merger.
The DriverShield ADS subsidiary provides industry-leading automotive discounts
and services programs through financial institutions and membership
organizations.  The DriverShield CRM subsidiary, which developed a pioneering
Internet-based collision claims management solution for auto insurance
companies, is now managed by ClaimsNet, a larger former competitor, through a
strategic partnership.  The third subsidiary is Sentaur, a new business that
provides medical subrogation services for hospitals and other health care
providers.
    More information about Presidion Solutions is available on its web site,
http://www.presidionsolutions.com .

    DriverShield, founded in 1983, provides nationwide Internet-based
collision repair and claims management services for auto insurance companies
and offers automotive discounts and services programs to members of affinity
groups, primarily through financial institutions and membership organizations,
serving the needs of approximately one million drivers.  The Company has
contracts with many of the largest and best-known insurance companies and
financial institutions.  The Company recently launched a new business unit
called Sentaur, which provides financial subrogation services to the health
care industry.

    This announcement contains "forward looking statements."  Words
"anticipate," "believe," "estimate," "expect" and other similar expressions as
they relate to the Company and its management are intended to identify such
forward looking statements.  Although the Company and its management believe
that the statements contained in this announcement are reasonable, it can give
no assurances that such statements will prove correct.  Factors that could
affect the occurrence of events or results discussed herein are included with
those mentioned in the Company's filings with the Securities and Exchange
Commission.