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<SEC-DOCUMENT>0000912057-01-008010.txt : 20010326
<SEC-HEADER>0000912057-01-008010.hdr.sgml : 20010326
ACCESSION NUMBER:		0000912057-01-008010
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20010323
EFFECTIVENESS DATE:		20010323

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTRUSION COM INC
		CENTRAL INDEX KEY:			0000736012
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER COMMUNICATIONS EQUIPMENT [3576]
		IRS NUMBER:				751911917
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-57498
		FILM NUMBER:		1577618

	BUSINESS ADDRESS:	
		STREET 1:		1101 ARAPAHO ROAD
		CITY:			RICHARDSON
		STATE:			TX
		ZIP:			75081
		BUSINESS PHONE:		9722346400

	MAIL ADDRESS:	
		STREET 1:		1101 ARAPAHO ROAD
		CITY:			RICHARDSON
		STATE:			TX
		ZIP:			75081

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ODS NETWORKS INC
		DATE OF NAME CHANGE:	19970507

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	OPTICAL DATA SYSTEMS INC
		DATE OF NAME CHANGE:	19950517
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a2042813zs-8.txt
<DESCRIPTION>S-8
<TEXT>

<PAGE>


     As filed with the Securities and Exchange Commission on March 23, 2001
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act Of 1933
                           --------------------------

                               INTRUSION.COM, INC.
             (Exact name of registrant as specified in its charter)

DELAWARE                                                75-1911917
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

                                1101 East Arapaho
                             Richardson, Texas 75081
                    (Address of principle executive offices)

        Registrant's telephone number including area code: (972) 234-6400


                   INTRUSION.COM, INC. 1995 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                  Jay R. Widdig
                      Chief Financial Officer and Secretary
                               INTRUSION.COM, INC.
                                1101 East Arapaho
                             Richardson, Texas 75081
                                 (972) 234-6400
 (Name, address and telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------
                                       Proposed maximum     Proposed maximum
 Title of securities   Amount to be   offering price per   aggregate offering      Amount of
   to be registered   registered (1)       share (2)           price (2)        registration fee
- -------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>             <C>                  <C>
Common Stock, $.01
par value per share          850,000             $3.53           $3,000,500           $750.13
- -------------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
or similar transaction with respect to the shares covered hereby are also being
registered hereunder.


<PAGE>

(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low sales
prices of the Common Stock of Intrusion.com, Inc. as reported on the Nasdaq
Stock Market, National Market System, on March 22, 2001.


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed or to be filed by Intrusion.com, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference herein:

(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, which incorporates by reference the consolidated financial
statements of the Registrant and its subsidiaries and certain supplementary data
for the fiscal year ended December 31, 2000, together with the report thereon of
Ernst & Young LLP, independent auditors.

(b) The description of the Common Stock of the Registrant incorporated by
reference in its Registration Statement on Form 8-A (File No. 0-20191) which was
declared effective by the Commission on May 21, 1992, pursuant to Section 12(g)
of the Exchange Act, including any amendment or report filed for the purpose of
updating such description.

In addition, all documents filed by the Registrant subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the respective dates of filing of such documents.

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the Note to
Part I of Form S-8.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.


<PAGE>

Not applicable.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Certificate of Incorporation relieves its directors
from liability for monetary damages to the fullest extent permitted by Delaware
law. Section 145 of the Delaware General Corporation Law provides, in effect,
that any person made a party to any action by reason of the fact that he is or
was a director, officer, employee or agent of the Registrant may and, in certain
cases, must be indemnified by the Registrant against, in the case of a
non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorneys' fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be not opposed to the Registrant's best
interests. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to the Registrant, unless upon court order it is determined that,
despite such adjudication of liability, but in view of all the circumstances of
the case, he is fairly and reasonably entitled to indemnity for expenses, and,
in a non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.

Article Six, Section 3, and Article Ten of the Registrant's Certificate of
Incorporation, as amended, provide, in general, that no director of the
Registrant shall be personally liable for monetary damages for breach of the
director's fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the Registrant or its stockholders; (ii) an
act or omission not in good faith or an act or omission that involves
intentional misconduct or a knowing violation of law; (iii) any liability under
Section 174 of the Delaware General Corporation Law (pertaining to unlawful
payment of a dividend or an unlawful stock purchase or redemption); or (iv) a
transaction from which the director received an improper personal benefit.

Article Six of the Registrant's Bylaws, provides, in general, that the
Registrant shall indemnify its directors and officers under the circumstances
defined in Section 145 of the Delaware General Corporation Law and gives
authority to the Registrant to purchase insurance with respect to such
indemnification.

The Registrant has entered into separate Indemnity Agreements with each of its
directors and certain of its executive officers (each, an "Indemnitee"), under
which the Registrant will, upon proper request of the Indemnitee, indemnify any
Indemnitee if such Indemnitee is a party to or is threatened to be made a party
to or is otherwise involved in any third party proceedings or proceedings by or
in the right of the Registrant to procure a judgment in its favor by reason of
the fact that the Indemnitee is or was a director and/or officer of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against all expenses, judgments, fines and penalties,
actually and reasonably incurred by the Indemnitee in connection with the
defense or settlement of any of such proceedings; provided that (i) in the case
of a third party proceeding, the Indemnitee acted in good faith and in a manner
which the Indemnitee reasonably believed to be in or not opposed to the best
interests of the Registrant, and in the case of a criminal proceeding, in
addition, that the Indemnitee had no reasonable cause to believe that his
conduct was unlawful, (ii) in the case of a proceeding by or in the right of the
Registrant, the Indemnitee


<PAGE>

acted in good faith and in a manner which the Indemnitee reasonably believed to
be in or not opposed to the best interests of the Registrant and in which the
Indemnitee shall not have been adjudged to be liable to the Registrant for
negligence or misconduct in the performance of the Indemnitee's duty to the
Registrant, unless the court in which such proceeding is brought determines that
the Indemnitee is fairly and reasonably entitled to indemnity for expenses as
such court deems proper, and (iii) in the case of a proceeding by or in the
right of the Registrant, the Indemnitee is only indemnified against expenses and
not against any judgment, fines or penalties. Notwithstanding the above, the
Registrant shall indemnify an Indemnitee for all expenses incurred in connection
with any proceedings to the extent that the Indemnitee has been successful in
defense of any such proceeding, or in defense of any claim, issue or matter
therein. The Registrant will also, upon proper request of the Indemnitee, pay in
advance the expenses incurred by the Indemnitee in any of the above proceedings,
if the Indemnitee shall undertake to repay such amounts to the extent it is
determined that the Indemnitee is not entitled to indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following documents are filed as Exhibits herewith pursuant to Item 601 of
Regulation S-K or are incorporated in this Registration Statement by reference
to previous filings with the Commission as noted.

        EXHIBIT
         NUMBER     DESCRIPTION OF EXHIBIT
         ------     ----------------------

           4.1      Instruments Defining Rights of Shareholders. Reference is
                    made to Registrant's Registration Statement on Form 8-A, as
                    amended, and the exhibits thereto, which are incorporated
                    herein by reference pursuant to Item 3(d) of this
                    Registration Statement.

           5.1      Opinion of Brobeck, Phleger and Harrison, LLP regarding
                    850,000 shares of Common Stock

          23.1      Consent of independent auditors

          23.2      Consent of counsel (included in the opinion of Brobeck,
                    Phleger and Harrison, LLP, filed herewith as Exhibit 5.1)

          24.1      Power of Attorney (included on the signature page of this
                    Registration Statement)

          99.1      Intrusion.com, Inc. 1995 Stock Option Plan, as amended


<PAGE>

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of the
offering; and

(4) That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, and controlling persons of the Registrant
pursuant to the provisions described in Item 6 of this Registration Statement,
or otherwise, the Registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
and is therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richardson, State of Texas, on the 23rd day of March,
2001.

                               INTRUSION.COM, INC.
                                  (REGISTRANT)

                      BY: /s/      TIMOTHY W. KINNEAR
                      --------------------------------------------
                                   Timothy W. Kinnear
                          PRESIDENT AND CHIEF EXECUTIVE OFFICER


<PAGE>

                                POWER OF ATTORNEY

We, the below signed officers and directors of Intrusion.com, Inc.
("Registrant"), do hereby constitute and appoint Timothy W. Kinnear and Jay R.
Widdig, with full power of substitution, our true and lawful attorney and agent,
to do any and all acts and things in our names in the capacities indicated which
Timothy W. Kinnear and Jay R. Widdig may deem necessary or advisable to enable
the Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission in
connection with this Registration Statement, including specifically, but not
limited to, the power and authority to sign for us, or any of us, in our names
in the capacities indicated, and any and all amendments (including
post-effective amendments) to this Registration Statement; and we do hereby
ratify and confirm all that Timothy W. Kinnear and Jay R. Widdig shall do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

         SIGNATURE                                          TITLE                      DATE
         ---------                                          -----                      ----
<S>                                      <C>                                           <C>
/s/ G. WARD PAXTON                       Chairman of the Board and Director            March 23, 2001
- -------------------------------
    G. Ward Paxton

/s/ TIMOTHY W. KINNEAR                   Chief Executive Officer, President,           March 23, 2001
- -------------------------------          (Principal Executive Officer) and
    Timothy W. Kinnear                   Director


/s/ T. JOE HEAD                          Vice Chairman of the Board and                March 23, 2001
- -------------------------------          Director
    T. Joe Head

/s/ JAY R. WIDDIG                        Chief Financial Officer, Vice                 March 23, 2001
- -------------------------------          President, Secretary and Treasurer
    Jay R. Widdig                        (Principal Financial and Accounting
                                         Officer)


/s/ J. FRED BUCY, JR.                    Director                                      March 23, 2001
- -------------------------------
    J. Fred Bucy, Jr.

/s/ GRANT A. DOVE                        Director                                      March 23, 2001
- -------------------------------
    Grant A. Dove

/s/ DONALD M. JOHNSTON                   Director                                      March 23, 2001
- ----------------------
    Donald M. Johnston

</TABLE>


<PAGE>

                               INDEX TO EXHIBITS

        EXHIBIT
        NUMBER              DESCRIPTION OF EXHIBIT
        ------              ----------------------

           4.1      Instruments Defining Rights of Shareholders. Reference is
                    made to Registrant's Registration Statement on Form 8-A, as
                    amended, and the exhibits thereto, which are incorporated
                    herein by reference pursuant to Item 3(d) of this
                    Registration Statement.

           5.1      Opinion of Brobeck, Phleger and Harrison, LLP regarding
                    850,000 shares of Common Stock

          23.1      Consent of independent auditors

          23.2      Consent of counsel (included in the opinion of Brobeck,
                    Phleger and Harrison, LLP, filed herewith as Exhibit 5.1)

          24.1      Power of Attorney (included on the signature page of this
                    Registration Statement)

          99.1      Intrusion.com, Inc. 1995 Stock Option Plan, as amended


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>a2042813zex-5_1.txt
<DESCRIPTION>EX-5.1
<TEXT>

<PAGE>

                                   EXHIBIT 5.1

             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP

                                 March 23, 2001

Intrusion.com, Inc.
1101 E. Arapaho Road
Richardson, Texas  75081

         Re:      Intrusion.com, Inc. Registration Statement on Form S-8 for an
                  aggregate of 850,000 Shares of Common Stock

Ladies and Gentlemen:

         We have acted as counsel to Intrusion.com, Inc., a Delaware corporation
(the "Company"), in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of an
additional 850,000 shares of the Company's common stock (the "Shares")
authorized for issuance under the Company's 1995 Stock Option Plan (the "Plan").

         This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

         We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment of the
Plan. Based on such review, we are of the opinion that if, as and when the
shares are issued and sold (and the consideration therefor received) pursuant to
the provisions of option agreements or direct stock issuances duly authorized
under the Plan and in accordance with the Registration Statement, such Shares
will be duly authorized, legally issued, fully paid and non-assessable.

         We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement.

         This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan or the Shares.

                                            Very truly yours,

                                            /s/ Brobeck Phleger & Harrison LLP

                                            BROBECK, PHLEGER & HARRISON LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>a2042813zex-23_1.txt
<DESCRIPTION>EX-23.1
<TEXT>

<PAGE>


                                  EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm in the Registration Statement (Form S-8)
pertaining to the Intrusion.com, Inc. 1995 Stock Option Plan and to the
incorporation by reference therein of our report dated January 17, 2001, with
respect to the consolidated financial statements and schedule of Intrusion.com,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
2000, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Dallas, Texas
March 16, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>a2042813zex-99_1.txt
<DESCRIPTION>EX-99.1
<TEXT>

<PAGE>

                                  EXHIBIT 99.1

                   INTRUSION.COM, INC. 1995 STOCK OPTION PLAN
                                   AS AMENDED

                                    SECTION 1

                            ESTABLISHMENT AND PURPOSE

         This Plan is established (i) to offer selected Employees of the Company
or its Subsidiaries an equity ownership interest in the financial success of the
Company, (ii) to provide the Company an opportunity to attract and retain the
best available personnel for positions of substantial responsibility, and (iii)
to en-courage equity participation in the Company by selected Employees. This
Plan provides for the grant by the Company of Options to purchase Shares.
Options granted under this Plan may include nonstatutory options as well as ISOs
intended to qualify under section 422 of the Code.

                                    SECTION 2

                                   DEFINITIONS

         The following definitions shall be applicable to the terms used in this
Plan:

         (a) "BOARD OF DIRECTORS" shall mean the board of directors of the
Company, as duly elected from time to time.

         (b) "CHANGE IN CONTROL" shall mean to have occurred at such time as
either (i) any "person," as such term is used in section 14(d) of the Exchange
Act, other than the Company, a wholly-owned Subsidiary of the Company or any
employee benefit plan of the Company, or its Subsidiaries, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act (or any
successor rule)), directly or indirectly, of fifty percent (50%) or more of the
combined voting power of the Company's Stock, or (ii) individuals who constitute
the Board of the Directors on the effective date (as provided in Section 11
hereof) of this Plan (the "Incumbent Board") cease for any reason to constitute
at least a majority thereof, provided that any person becoming a director
subsequent to the date hereof whose election or nomination for election by the
Company's shareholders was approved by a vote of at least three quarters of the
directors comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as
a nominee for director without objection to such nomination) shall be, for
purposes of this clause (ii) considered as though such person was a member of
the Incumbent Board.

         (c) "CODE" shall mean the Internal Revenue Code of 1986, as amended,
and as interpreted by the rules and regulations promulgated thereunder.

         (d) "COMMITTEE" shall mean a committee appointed by the Board of
Directors in accordance with Section 3 of this Plan to implement, interpret and
administer the Plan.

<PAGE>

         (e) "COMPANY" shall mean Intrusion.com, Inc., a Delaware corporation.

         (f) "DATE OR GRANT" shall mean the date on which the Committee grants
an Option to an Optionee.

         (g) "DISINTERESTED DIRECTOR" shall mean a member of the Board of
Directors who is not, during the one year prior to service as an administrator
under this Plan (as described in Section 3 of this Plan) granted an Option
pursuant to the terms of this Plan (or any other plan of the Company or any of
its Subsidiaries) except (i) participation in a formula plan meeting the
conditions of Rule 16b-3(c)(2)(ii) under the Exchange Act, (ii) participation in
an ongoing securities acquisition plan meeting the conditions in Rule
16b-3(d)(2)(i) under the Exchange Act, (iii) an election to receive an annual
retainer fee in either cash or an equivalent amount of securities of the
Company, or partly in cash and partly in securities, or (iv) that participation
in this Plan shall not disqualify a director for the purpose of administering
another plan that does not permit participation by the Board of Directors;
provided, that the scope of the exceptions in this paragraph shall automatically
be reduced or expanded to the extent that Rule 16b-3 under the Exchange Act is
amended to reduce or expand the scope of the exceptions thereunder.

         (h) "EMPLOYEE" shall mean each individual who performs services for the
Company or its Subsidiaries, provided the relationship between such individual
and the Company or its Subsidiaries is the legal relationship of employer and
employee. This definition of "Employee" is subject to the definition set forth
in section 3401(c) of the Code.

         (i) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and as interpreted by the rules and regulations promulgated thereunder.

         (j) "EXERCISE PRICE" shall mean the amount for which one or more Shares
may be purchased upon exercise of an Option, as specified by the Committee in
the applicable Stock Option Agreement. In no event shall the Exercise Price be
less than the par value per Share.

         (k) "FAIR MARKET VALUE" shall mean (1) if the Stock of the Company is
listed upon an established stock exchange or exchanges, the highest closing
price of the Stock on such stock exchange or exchanges on the day in question
or, if no sale of the Stock of the Company shall have been made on any stock
exchange on such day, on the next preceding day on which there was a sale of the
Stock, (2) if the Stock of the Company is not listed upon an established stock
exchange, the mean between dealer "bid" and "ask" prices of the Stock in the New
York over-the-counter market on the day in question, as reported by the National
Association of Securities Dealers, Inc., and (3) if there is no public market
for the Stock of the Company, such amount as the Board of Directors and the
Committee, in their sole discretion, after taking all relevant facts into
consideration, shall determine.

         (l) "ISO" shall mean a stock option which meets the requirements of
section 422(b) of the Code.

         (m) "NONSTATUTORY OPTION" shall mean any Option granted by the
Committee that does not meet the requirements of sections 421 through 424 of the
Code, as amended.

         (n) "OPTION" shall mean either an ISO or Nonstatutory Option, as the
context requires.


<PAGE>

         (o) "OPTIONEE" shall mean an individual who has been granted an Option.

         (p) "PERMANENT AND TOTAL DISABILITY" shall mean that an individual is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months. An individual shall not be considered to
suffer from Permanent and Total Disability unless such individual furnishes
proof of the existence thereof in such form and manner, and at such times, as
the Committee may reasonably require.

         (q) "PLAN" shall mean this 1995 Stock Option Plan of Intrusion.com,
Inc., as amended from time to time.

         (r) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and as interpreted by the rules and regulations promulgated thereunder.

         (s) "SHARE" shall mean one share of Stock, as adjusted in accordance
with Section 8 of this Plan (if applicable).

         (t) "STOCK" shall mean the common stock, $.01 par value, of the
Company.

         (u) "STOCK OPTION AGREEMENT" shall mean the agreement executed between
the Company and an Optionee that contains the terms, conditions and restrictions
pertaining to the granting of an Option.

         (v) "SUBSIDIARY" shall mean any corporation as to which fifty percent
(50%) or more of the outstanding voting stock or shares shall now or hereafter
be owned or controlled, directly by a person, any Subsidiary of such person, or
any Subsidiary of such Subsidiary.

         (w) "TEN-PERCENT STOCKHOLDER" shall mean a person who owns more than
ten percent (10%) of the total combined voting power of all classes of
outstanding stock of the Company or any Subsidiary at the date of grant of an
Option, taking into account the attribution rules set forth in section 424 of
the Code, as amended. For purposes of this definition, the term "outstanding
stock" shall include all stock actually issued and outstanding immediately after
the grant of an Option to an Optionee. The term "outstanding stock" shall not
include reacquired shares or shares authorized for issuance under outstanding
Options held by the Optionee or by any other person.

         Whenever appropriate, words used in the Plan in the singular may mean
the plural, the plural may mean the singular, and the masculine may mean the
feminine.

                                    SECTION 3

                                 ADMINISTRATION

         (a) GENERAL ADMINISTRATION. This Plan shall be administered by the
Committee, which shall consist of at least two persons, each of whom shall be a
Disinterested Director who meets the requirements of an "outside director," as
defined in Prop. Treas. Reg. Section 1.162-27(e)(3);


<PAGE>

provided, however, that a director who is a Disinterested Director will be
treated as meeting the requirements of an "outside director" until the first
meeting of stockholders at which directors are to be elected that occurs after
January 1, 1996. The members of the Committee shall be appointed by the Board of
Directors for such terms as the Board of Directors may determine. The Board of
Directors may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, however caused, may be filled by the
Board of Directors.

         (b) COMMITTEE PROCEDURES. The Board of Directors shall designate one of
the members of the Committee as chairman. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by a majority of all Committee members, shall be valid
acts of the Committee. A majority of the Committee shall constitute a quorum.

         (c) AUTHORITY OF COMMITTEE. This Plan shall be administered by, or
under the direction of, the Committee constituted in such a manner as to comply
at all times with Rule 16b-3 (or any successor rule) under the Exchange Act. The
Committee shall administer this Plan so as to comply at all times with the
Exchange Act and, subject to the Code, shall otherwise have absolute and final
authority to interpret this Plan and to make all determinations specified in or
permitted by this Plan or deemed necessary or desirable for its administration
or for the conduct of the Committee's business, including without limitation the
authority to take the following actions:

                  (i) To interpret this Plan and to apply its provisions;
                  (ii) To adopt, amend or rescind rules, procedures and forms
         relating to this Plan;
                  (iii) To authorize any person to execute, on behalf of the
         Company, any instrument required to carry out the purposes of this
         Plan;
                  (iv) To determine when Options are to be granted under this
         Plan;
                  (v) To select the Optionees;
                  (vi) To determine the number of Shares to be made subject to
         each Option;
                  (vii) To prescribe the terms, conditions and restrictions of
         each Option, including without limitation the Exercise Price and the
         determination whether an Option is to be classified as an ISO or a
         Nonstatutory Option;
                  (viii) To amend any outstanding Stock Option Agreement,
         subject to applicable legal restrictions and, where appropriate, the
         consent of the Optionee who entered into such agreement;
                  (ix) To establish procedures so that an Optionee may obtain a
         loan through a registered broker-dealer under the rules and regulations
         of the Federal Reserve Board, for the purpose of exercising an Option;
                  (x) To establish procedures for an Optionee (1) to have
         withheld from the total number of Shares to be acquired upon the
         exercise of an Option that number of Shares having a Fair Market Value,
         which, together with such cash as shall be paid in respect of
         fractional shares, shall equal the Exercise Price, and (2) to exercise
         a portion of an Option by delivering that number of Shares already
         owned by an Optionee having a Fair Market Value which shall equal the
         partial Exercise Price and to deliver the Shares thus acquired by such
         Optionee in payment of Shares to be received pursuant to the exercise
         of additional portions of the Option, the effect of which shall be that
         an Optionee can in sequence utilize such newly acquired shares in
         payment of the Exercise Price of the entire Option, together with such
         cash as shall be paid in respect of fractional shares;

<PAGE>

                  (xi) To establish procedures whereby a number of Shares may be
         withheld from the total number of Shares to be issued upon exercise of
         an Option, to meet the obligation of withholding for federal and state
         income and other taxes, if any, incurred by the Optionee upon such
         exercise; and
                  (xii) To take any other actions deemed necessary or advisable
         for the administration of this Plan. All interpretations and
         determinations of the Committee made with respect to the granting of
         Options shall be final, conclusive, and binding on all interested
         parties. The Committee may make grants of Options on an individual or
         group basis. No member of the Committee shall be liable for any action
         that is taken or is omitted to be taken if such action or omission is
         taken in good faith with respect to this Plan or grant of any Option.

                                    SECTION 4

                                   ELIGIBILITY

         The Committee shall select certain Employees of the Company or its
Subsidiaries to participate in this Plan; provided, however, that any
Disinterested Directors who are serving as administrators of this Plan shall not
be eligible for any Options nor shall any other person be eligible for any
Options if the granting of a Option to such person would destroy the
satisfaction by this Plan of the general exemptive conditions of Rule 16b-3
under the Exchange Act.

                                    SECTION 5

                             SHARES SUBJECT TO PLAN

         (a) BASIC LIMITATION. Shares offered under this Plan may be authorized
but unissued Shares or Shares that have been reacquired by the Company. The
aggregate number of Shares that are reserved and available for issuance under
this Plan shall be two million, four hundred fifty thousand (2,450,000) Shares,
subject to adjustment pursuant to Section 8 of this Plan. The Committee shall
not issue more Shares than are available for issuance under this Plan. The
number of Shares that are subject to unexercised Options at any time under this
Plan shall not exceed the number of Shares that remain available for issuance
under this Plan. The Company, during the term of this Plan, shall at all times
reserve and keep available sufficient Shares to satisfy the requirements of this
Plan.

         (b) INDIVIDUAL LIMITATION. Notwithstanding anything herein to the
contrary, no Employee may be granted an Option, which in combination with other
Options to such Employee under the Plan (regardless of whether such other
Options have been exercised or cancelled), aggregates more then 50,000 Shares in
any one year period.

         (c) ADDITIONAL SHARES. In the event any outstanding Option for any
reason expires, is cancelled or otherwise terminates, the Shares allocable to
the unexercised portion of such Option shall again be available for issuance
under this Plan.

<PAGE>

                                    SECTION 6

                         TERMS AND CONDITIONS OF OPTIONS

         (a) TERM OF OPTION. The term of each Option shall be ten (10) years
from the Date of Grant or such shorter term as may be determined by the
Committee; provided, however, in the case of an ISO granted to a Ten-Percent
Stockholder, the term of such ISO shall be five (5) years from the Date of Grant
or such shorter time as may be determined by the Committee.

         (b) EXERCISE PRICE AND METHOD OR PAYMENT.
                  (i) EXERCISE PRICE. The Exercise Price shall be such price as
         is determined by the Committee in its sole discretion and set forth in
         the Stock Option Agreement; provided, however; that the Exercise Price
         of an ISO shall not be less than 100% of the Fair Market Value of the
         Shares subject to such option on the Date of Grant (or 110% in the case
         of an Option granted to an Optionee who is a Ten-Percent Stockholder on
         the Date of Grant).

                  (ii) PAYMENT OF SHARES. Payment for the Shares upon exercise
         of an Option shall be made in cash, by certified check, or by any other
         method of payment as may be permitted under applicable law and approved
         by the Committee.

         (c) EXERCISE OF OPTION.
                  (i) PROCEDURE FOR EXERCISE; RIGHTS OF SHAREHOLDER. Any Option
         granted hereunder shall be exercisable at such times under such
         conditions as shall be determined by the Committee, including without
         limitation, performance criteria with respect to the Company or the
         Optionee, and in accordance with the terms of this Plan; provided,
         however, that in no event shall an Option be exercisable in whole or in
         part prior to one year from the Date of Grant or after the expiration
         of ten years from the Date of Grant. An Option may not be exercised for
         a fraction of a Share.

                  An Option shall be deemed to be exercised when written notice
         of such exercise has been given to the Company in accordance with the
         terms of the Stock Option Agreement by the Optionee entitled to
         exercise the Option and full payment for the Shares with respect to
         which the Option is exercised has been received by the Company. Full
         payment may, as authorized by the Committee, consist of any form of
         consideration and method of payment allowable under Section 6(b)(ii) of
         this Plan. Upon the receipt of notice of exercise and full payment for
         the Shares, the Shares shall be deemed to have been issued and the
         Optionee shall be entitled to receive such Shares and shall be a
         stockholder with respect to such Shares, and the Shares shall be
         considered fully paid and nonassessable. No adjustment will be made for
         a dividend or other right for which the record date is prior to the
         date on which the stock certificate is issued, except as provided in
         Section 8 of this Plan.

                  Each exercise of an Option shall reduce, by an equal number,
         the total number of Shares that may thereafter be purchased under such
         Option.

                  (ii) TERMINATION OF STATUS AS AN EMPLOYEE. Except as provided
         in Subsections 6(c)(iii) and 6(c)(iv) below, an Optionee holding an
         outstanding Option who ceases to be an Employee of the Company for any
         reason may exercise the Option to the extent that the Optionee was
         entitled to exercise it on such date, but only until the earlier of the
         date (i) the Option held by the Optionee expires, or (ii) ninety (90)
         days after the date such

<PAGE>

         Optionee ceases to be an Employee, unless the Committee further extends
         such period in its sole discretion. To the extent that the Optionee was
         not entitled to exercise an Option on such date, or if the Optionee
         does not exercise it within the time specified herein, such Option
         shall terminate. The Committee shall have the authority to determine
         the date an Optionee ceases to be an Employee, and must provide to the
         Optionee such determination within fifteen (15) days. Leaves of absence
         approved by the Committee which conform to the policies of the Company
         shall not be considered termination of employment if the
         employer-employee relationship as defined under the Code otherwise
         continues to exist.

                  (iii) PERMANENT AND TOTAL DISABILITY. Notwithstanding the
         provisions of Section 6(c)(ii) above, in the event an Optionee is
         unable to continue to perform services for the Company or any of its
         Subsidiaries as a result of such Optionee's Permanent and Total
         Disability (and, for ISOs, at the time such Permanent and Total
         Disability begins, the Optionee was an Employee and had been an
         Employee since the Date of Grant), such Optionee may exercise an
         outstanding Option in whole or in part notwithstanding that such Option
         may not be fully exercisable, but only until the earlier of the date
         (i) the Option held by the Optionee expires, or (ii) twelve (12) months
         from the date of termination of services due to such Permanent and
         Total Disability. To the extent the Optionee does not exercise the
         Option within the time specified herein, such Option shall terminate.

                  (iv) DEATH OF AN OPTIONEE. Notwithstanding the provisions of
         Section 6(c)(ii) above, upon the death of an Optionee, any outstanding
         Option held by an Optionee shall terminate and be of no further effect;
         provided, however, that if at the time of death, the Optionee was an
         Employee (and, for ISOs, at the time of death, the Optionee was an
         Employee and had been an Employee since the Date of Grant), the Option
         may be exercised in whole or in part by the Optionee's estate or by a
         person who acquired the right to exercise the Option by bequest or
         inheritance, notwithstanding that such Option may not have been fully
         exercisable on the date of the Optionee's death, but only until the
         earlier of the date (i) the Option held by the Optionee expires, or
         (ii) twelve (12) months from the date of the Optionee's death. To the
         extent the Option is not entitled to be exercised on such date or if
         the Option is not exercised within the time specified herein, such
         Option shall terminate.

         (d) NON-TRANSFERABILITY OF OPTIONS. Any Option granted under this Plan
may not be sold, pledged, assigned, hypothecated, transferred or disposed of in
any manner other than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder, and is nonassignable by operation of law or subject to
execution, attachment or similar process. Any Option granted under this Plan can
only be exercised during the Optionee's lifetime by such Optionee. Any attempted
sale, pledge, assignment, hypothecation or other transfer of the Option contrary
to the provisions hereof and the levy of any execution, attachment or similar
process upon the Option shall be null and void and without force or effect. No
transfer of the Option by will or by the laws of descent and distribution shall
be effective to bind the Company unless the Company shall have been furnished
written notice thereof and an authenticated copy of the will and/or such other
evidence as the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions of the Option. The terms of any Option transferred by will or by the
laws of descent and distribution shall be binding upon the executors,
administrators, heirs and successors of the Optionee.

<PAGE>

         (e) TIME OF GRANTING OPTIONS. Any Option granted hereunder shall be
deemed to be granted on the Date of Grant. Written notice of the Committee's
determination to grant an Option to an Employee, evidenced by a Stock Option
Agreement, dated as of the Date of Grant, shall be given to such Employee within
a reasonable time after the Date of Grant. Any ISO granted hereunder must be
granted within ten years from the earlier of the date this Plan in adopted or
the date this Plan in approved by the stockholders of the Company.

         (f) MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Within the
limitations of this Plan, the Committee may modify, extend or renew outstanding
Options or may accept the cancellation of outstanding Options (to the extent not
previously exercised) for the granting of new Options in substitution therefor.
The foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair the Optionee's rights or obligations
under such Option.

         (g) RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued upon exercise
of an Option shall be subject to such rights of repurchase and other transfer
restrictions as the Committee may determine in its sole discretion. Such
restrictions shall be set forth in the applicable Stock Option Agreement.

         (h) SPECIAL LIMITATION ON ISOS. To the extent that the aggregate Fair
Market Value (determined on the Date of Grant) of the Shares with respect to
which ISOs are exercisable for the first time by an individual during any
calendar year under this Plan, and under all other plans maintained by the
Company, exceeds $100,000, such Options shall be treated as Options that are not
ISOs.

                                    SECTION 7

                               ISSUANCE OF SHARES

         As a condition to the issuance or transfer of any Shares issued under
this Plan, the Company may require an opinion of counsel, satisfactory to the
Company, to the effect that such transfer will not be in violation of the
Securities Act, or any other applicable securities laws, rules or regulations,
or that such Shares have been registered under federal and all applicable state
securities laws. The Company may refrain from delivering or transferring Shares
issued under this Plan until the Committee has determined that the Optionee has
tendered to the Company any and all applicable federal, state or local tax owed
by the Optionee as the result of the receipt of a Option, the exercise of an
Option or the disposition of any Shares issued under this Plan, in the event
that the Company reasonably determines that it might have a legal liability to
satisfy such tax. The Company shall not be liable to any person or entity for
damages due to any delay in the delivery or issuance of any stock certificate
evidencing any Shares for any reason whatsoever.

                                    SECTION 8

                          CAPITALIZATION ADJUSTMENTS;


<PAGE>

                            MERGER; CHANGE IN CONTROL

         (a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each
outstanding Option, the aggregate number of Shares that have been authorized for
issuance under this Plan, and the Exercise Price of any outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, payment of a stock dividend with
respect to the Stock, recapitalization, combination or reclassification of the
Stock, or any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company. Such adjustment shall be made
by the Committee in its sole discretion, which adjustment shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class shall affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of Shares
subject to an Option.

         (b) DISSOLUTION, LIQUIDATION, SALE OF ASSETS OR MERGER. In the event of
the proposed dissolution or liquidation of the Company, or a proposed sale of
all or substantially all of the assets of the Company, or the proposed merger of
the Company with or into another corporation, any Options shall terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Committee; provided, however, that the Committee may, in the
exercise of its sole discretion, in such instances declare that any Option shall
terminate as of a date fixed by the Committee and give each Optionee the right
to exercise the Optionee's Option as to all or any part of the Shares covered by
such Option, including Shares as to which the Option would not otherwise be
exercisable.

         (c) CHANGE IN CONTROL. Notwithstanding Section 8(b), in the event there
occurs a Change in Control, the Committee may at its discretion permit the
Optionees to exercise any outstanding Option held by such Optionee in whole or
in part notwithstanding that such Option may not be fully exercisable.

                                    SECTION 9

                              NO EMPLOYMENT RIGHTS

         No provision of this Plan or under any Stock Option Agreement shall be
construed to give any individual any right to remain an Employee of, or provide
services to, the Company or any of its Subsidiaries or to affect the right of
the Company or any subsidiary, as applicable, to terminate any individual's
service at any time, with or without cause.

                                   SECTION 10

                              SHAREHOLDER APPROVAL

         (a) IN GENERAL. If this Plan is adopted by action of the Board of
Directors prior to approval by the Company's stockholders, the Board of
Directors, to continue and implement this Plan, shall submit this Plan to the
stockholders of the Company for their approval. This Plan shall not become
effective until such approval has been obtained.

<PAGE>

         (b) AMENDMENTS. With respect to any amendment to this Plan adopted by
the Committee that is required to be approved by the Company's stockholders
pursuant to the terms of Section 11 of this Plan, such approval shall be
obtained within twelve (12) months after the date such amendment is adopted by
the Committee; provided, that such amendment shall not become effective until
such approval has been obtained.

         (c) SOLICITATION OF APPROVAL. The approval by the Company's
stockholders of this Plan, and their approval of any subsequent amendment to
this Plan requiring their approval, shall be solicited (i) substantially in
accordance with section 14(a) of the Exchange Act, or (ii) after the Company has
furnished in writing to the stockholders entitled to vote substantially the same
information concerning this Plan as that which would be required by the rules
and regulations then in effect under section 14(a) of the Exchange Act.

                                   SECTION 11

                TERM OF PLAN; EFFECT OF AMENDMENT OR TERMINATION

         (a) TERM OF PLAN. This Plan shall become effective upon its adoption by
the Board of Directors and will be subject to the approval by the stockholders
of the Company in accordance with Section 10 above. This Plan shall continue in
effect for a term of ten (10) years unless sooner terminated under this Section
11.

         (b) AMENDMENT AND TERMINATION. The Committee in its sole discretion may
terminate this Plan at any time. The Committee may amend this Plan at any time
in such respects as the Committee may deem advisable; provided, that the
following amendments shall require approval of the holders of a majority of the
outstanding Shares entitled to vote:

                  (i) Any change in the aggregate number of Shares that may be
         issued under this Plan, other than in connection with an adjustment
         under Section 8 of this Plan;
                  (ii) Any change in the designation of the individuals eligible
         to be granted Options; or
                  (iii) Any change in this Plan that would materially increase
         the benefits accruing to individuals under this Plan.

         (c) EFFECT OF TERMINATION. In the event this Plan is terminated, no
Shares shall be issued under this Plan, except upon exercise of an Option
granted prior to such termination. The termination of this Plan, or any
amendment hereof, shall not affect any Shares previously issued to an Optionee
or any Option previously granted under this Plan.

                                   SECTION 12

                                  GOVERNING LAW

         This plan and any and all Stock Option Agreements executed in
connection with this Plan shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to conflict of laws
principles.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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