X0202 4 2008-02-19 0 0001031283 ENTRUST INC ENTU 0001321711 Empire Capital Management, L.L.C. 1 GORHAM ISLAND, SUITE 201 WESTPORT CT 06880 0 0 1 0 Common Stock 2008-02-19 4 P 0 56389 2.40 A 9220671 I See Notes Common Stock 2008-02-20 4 P 0 184282 2.51 A 9404953 I See Notes 1. The shares of Common Stock this note relates to are held directly by Empire Capital Partners, L.P. ("Empire Capital"), with respect to the 4,448,352 shares, Empire Capital Partners, Ltd. a Cayman Islands exempted company ("Offshore") as to 4,159,815 shares, Charter Oak Partners, LP a Delaware Limited Partnership ("Charter Oak") as to 670,119 shares, Charter Oak Partners II ("Charter Oak II") as to 95,652 and Charter Oak Master Fund, LP ("Charter Oak Master," and collectively with Empire Capital, Offshore, Charter Oak and Charter Oak II, "the Empire Funds") as to 31,015 shares of Common Stock directly owned by it. 2. Empire Capital Management L.L.C. (the "Investment Manager") serves as the Investment Manager and has investment discretion over the securities held by Offshore, Charter Oak, Charter Oak II and Charter Oak Master. Empire Capital GP, L.L.C. ("Empire GP"), serves as general partner of Empire Capital. Mr. Scott Fine and Mr. Peter Richards are managing members of the Investment Manager and Empire GP. 3. The Investment Manager, Empire GP and the Empire Funds, disclaim beneficial ownership of any of the Issuer's securities to which this Form 4 relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), except as to such securities in which each such person may be deemed to have a pecuniary interest pursuant to the Act. Empire Capital Management, LLC By: Scott A. Fine, Managing Member Peter J. Richards, Managing Member 2008-02-21