KAIROS Holdings, Inc. closes Definitive Agreement with Entellectual Solutions
Properties Group, Corp.

Orlando, Fla. --- (BUSINESS WIRE) --- December 15, 2005 -- KAIROS Holdings, Inc.
(OTCBB:KROH) announced today that it closed a definitive agreement with
Entellectual Solutions Properties Group, Corp. (ESPG), a Florida corporation
owned in part by EliteCorp LLC.

EliteCorp LLC ("Elite"), located in Tampa Bay, Florida, is a firm which
specializes in corporate turn-arounds, roll-ups, M&A, incubation and start-ups.
Armed with a broad base of industrial and financial experience, the firm can
guide companies in a wide variety of industries, including facilitating public
companies, acquisitions, mergers, strategic alliances, and turn-arounds, as well
as integrating national data communication networks, facilities management, and
healthcare computer system technologies.

The agreement involved the exchange of eighty percent (80%) of ESPG stock for
forty percent 40% of KROH stock whereby ESPG became a subsidiary of KROH. The
transaction with ESPG will bring approximately eight million in net asset value
to KROH. ESPG currently has three product lines; Campus, a technology providing
enterprise level ASP, VitalTrust, a nationwide network of Community Healthcare
Information Utilities for healthcare information archive and provider share
technology, and Health Centrics, a fully developed medical practice manager
designed from the outset in the Application Service Provider model.

Chuck Broes of EliteCorp LLC stated, "ESPG is excited about the newly formed
relationship with KROH, the combined management team is impressive and a solid
"go to" team." ESPG is focused on developing, acquiring, integrating and
delivering vital technologies and solutions to market. ESPG technologies are
proprietary and each provide a competitive barrier to entry.

About KROH Holdings, Inc.
KROH Holding Inc. is a Business Development Company under the Investment Act of
1940 aggressively seeking opportunities in distressed, emerging and fast growth
industries. www.kairosholdings.com


SAFE HARBOR

The statements made in this release constitute "forward-looking" statements,
usually containing the words "believe," "estimate," "project," "expect," or
similar expressions. These statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements inherently involve risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements.
Factors that would cause or contribute to such differences include, but are not
limited to, changing economic conditions, interest rates trends, continued
acceptance of the Company's products in the marketplace, competitive factors and
other risks detailed in the Company's periodic report Filings with the
Securities and Exchange Commission. By making these forward-looking statements,
the Company undertakes no obligation to update these statements for revisions or
changes after the date of this release.





Contact:
Jack Craig                                          KMA Capital Partners, Ltd.
                                                    7658 Municipal Drive
                                                    Orlando, Florida  32819
                                                    Ph: 407-370-4300
                                                    Fax: 407 226-3977
                                                    info@KMAcapital.com
                                                    www.KMAcapital.com

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Source: KROH Holdings Inc