<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>a2082139zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
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                                   EXHIBIT 99.1

                 1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                      OF
                                INTRUSION INC.

                 (AMENDED AND RESTATED AS OF JANUARY 10, 2002)

         1.  PURPOSE.  The purposes of the 1995 Non-Employee Directors Stock
Option Plan of Intrusion Inc. (this "Plan") are to promote the growth and
prosperity of Intrusion Inc. (the "Company"), to attract and retain the best
available people to serve as independent directors of the Company and to
encourage stock ownership by such individuals and thus increase their
personal interest in the Company's success.

         2.  ADMINISTRATION.

         (a)  This Plan shall be administered by the Board of Directors of
the Company (the "Board").  The Board may from time to time prescribe, amend
and rescind such rules, regulations, provisions and procedures, consistent
with the terms of this Plan, as may be advisable in its opinion in the
administration of this Plan, and subject to the terms of this Plan shall
prescribe the provisions of the stock option agreements to be issued
hereunder and make all other determinations and interpretations necessary or
advisable for administering this Plan and the stock option agreements.

         (b)  A majority of the Board shall constitute a quorum, and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by all members of the Board, shall be
the acts of the Board.  All decisions, determinations and interpretations of
the Board shall be final and binding on all persons interested in this Plan.

         3.  SHARES AND OPTIONS UNDER THIS PLAN.

         (a)  The stock to be subject to stock options granted under this
Plan ("Options") shall be shares of the Company's common stock, $.01 par
value per share (the "Common Stock"), either authorized and unissued or
treasury stock.

         (b)  Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by each outstanding
Option, the aggregate number of shares of Common Stock 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 Common Stock, recapitalization,
combination or reclassification of the Common Stock, or any other change
affecting the outstanding Common Stock as a class without receipt of
consideration by the Company.  Such adjustment shall be made by the Board 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 of Common Stock subject
to an Option.

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         (c)  In the event of the proposed dissolution or liquidation of the
Company, the 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 Board; provided,
however, that the Board may, in the exercise of its sole discretion, in such
instances declare that any Option shall terminate as of a date fixed by the
Board 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.

         (d)  The total number of shares of Common Stock reserved for
issuance or sale upon the exercise of Options shall be 260,000 shares
(subject to adjustment in accordance with Section 3(b)).

         (e)  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.
However, if the sale and remittance procedure described in Section 6(f)(ii)
is used, then the number of shares of Common Stock available for issuance
pursuant to this Plan shall be reduced by the gross number of shares for
which the Option is exercised, and not by the net number of shares of Common
Stock issued to the holder of such Option.

         (f)  Nothing in this Plan or in any Option granted pursuant to this
Plan shall confer on any individual any right to continue as a director of
the Company or interfere in any way with the removal of such person as a
director in accordance with the Company's Certificate of Incorporation and
Bylaws.  Outstanding Options shall in no way affect the right of the Company
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer
all or any part of its business or assets.

         4.  ELIGIBILITY AND GRANTS.

         (a)  Each director of the Company who is not at the time of the
grant of an Option an officer or employee of the Company (a "Non-Employee
Director") shall automatically be granted Options as follows:

                 (i)   On the day of a Non-Employee Director's initial
appointment or election (whichever comes first) to the Board, such individual
shall be granted, without any action on the part of the Board or such
individual, an Option to purchase 20,000 shares of Common Stock (subject to
adjustment in accordance with Section 3(b)).

                 (ii)  Thereafter, upon the date of each annual meeting of
the Company's stockholders (beginning with the 2002 annual meeting), such
Non-Employee Director shall be granted, without any action on the part of the
Board or such individual, an Option to purchase 10,000 shares of Common Stock
(subject to adjustment in accordance with Section 3(b)), provided such
individual has served as a Non-Employee Director for at least six months.

         (b)  All of the Options shall be non-qualified options, not
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.

         5.  OPTION PRICE.  The price at which shares of Common Stock may be
purchased upon the exercise of an Option shall be 100% of the Fair Market
Value (defined below) of the Common Stock on the date the Option is granted.
For purposes of this Plan, "Fair Market Value"

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shall mean (a) if the Common Stock is listed upon an established stock
exchange or exchanges, the highest closing price of the Common Stock on such
stock exchange or exchanges on the day in question or, if no sale of the
Common Stock shall have been made on any stock exchange on such day, on the
next preceding day on which there was a sale of the Common Stock; (b) if the
Common Stock is not listed upon an established stock exchange, the mean
between dealer "bid" and "ask" prices of the Common Stock in the
over-the-counter market as reported by the National Association of Securities
Dealers, Inc. on the day in question or, if no sale of the Common Stock shall
have been made on such day, on the last preceding day on which there was a
sale of the Common Stock; and (c) if there is no public market for the Common
Stock, such amount as the Board, in its sole discretion, shall determine,
after taking all relevant facts into consideration.

         6.  EXERCISE OF OPTIONS.

         (a)  Subject to Sections 6(b), (c) and (d), each Option shall vest
and become exercisable in three successive equal annual installments upon the
Non-Employee Director's completion of each year of service as a Board member
over a period of three years measured from the date the Option is granted.
Each Option shall have a term of ten (10) years and, to the extent not
theretofore exercised, shall expire and not be exercisable after the tenth
anniversary of the date of its grant.

         (b)  During the lifetime of a Non-Employee Director, Options granted
to such Non-Employee Director may be exercised only by such Non-Employee
Director.  Options shall not be sold, pledged, assigned or transferred in any
manner except by will or by the laws of descent and distribution, and any
attempt to do so in violation of this prohibition, whether voluntary,
involuntary, by operation of law or otherwise, shall immediately void the
Option.

         (c)  If a Non-Employee Director dies while serving on the Board, any
outstanding Option theretofore granted to such director shall become fully
vested as of the date of his or her death and may be exercised by his or her
estate or a person who has acquired the right to exercise the Option by will
or the laws of descent and distribution at any time or times prior to the
first anniversary of the date of such director's death; provided that in no
event may such Option be exercised after the tenth anniversary of the date of
its grant. Thereafter, such Option shall terminate and cease to be exercisable.

         (d)  If a Non-Employee Director ceases to be a director of the
Company for any reason other than death, any outstanding Option may be
exercised for the number of shares of Common Stock for which such Option is
exercisable at the time the Non-Employee Director ceases to be a director of
the Company at any time or times prior to the first anniversary of the date
he or she ceased to be a director of the Company; provided that in no event
may such Option be exercised after the tenth anniversary of the date of its
grant.  At the time the Non-Employee Director's ceases to be a director of
the Company, the Option shall terminate and cease to be outstanding to the
extent the Option is not exercisable.  Upon the expiration of the one year
exercise period or, if earlier, upon the tenth anniversary of the date of its
grant, such Option shall terminate in its entirety and cease to be
exercisable.

         (e)  An Option may not be exercised for fractional shares of Common
Stock.

         (f)  The Option shall be considered exercised on the day when
written notice of such exercise has been received by the Company at its
principal place of business from the person entitled to exercise the Option,
accompanied by full payment of the purchase price and such

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other documents, if any, as the Company shall reasonably require.  Payment
may be made in (i) cash or by certified or cashier's check to the order of
the Company or other guaranteed funds or (ii) through a special sale and
remittance procedure pursuant to which the person exercising the Option shall
concurrently provide irrevocable instructions (A) to a brokerage firm
approved by the Company to effect the immediate sale of the purchased shares
and remit to the Company, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate purchase price
payable for the purchased shares plus all applicable federal, state and local
income and employment taxes required to be withheld by the Company by reason
of such exercise and (B) to the Company to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete the
sale.  Upon receipt of all such documents and payments, the Company shall
issue the purchased shares.  No adjustment will be made for a dividend or
other rights for which the record date is prior to the date of the exercise
of the Option, except as specifically provided in this Plan.

         (g)  No Non-Employee Director shall have stockholder rights with
respect to the shares of Common Stock subject to an Option until he or she
has exercised the Option in accordance with Section 6(f) and become a holder
of record of the purchased shares.

         7.  AMENDMENT AND DISCONTINUANCE. The Board may at any time amend
this Plan, provided that, except as permitted by Section 3(b), no amendment
without the requisite approval of the stockholders of the Company shall: (a)
increase the total number of shares for which Options may be granted, (b)
change the manner of determining the exercise price at which shares may be
purchased, (c) change the class of persons eligible to receive Options under
this Plan, (d) change the period during which Options may be exercised or (e)
change the provisions relating to the administration of this Plan by the
Board.  The Board may terminate this Plan at any time but such termination
shall not affect Options previously granted and such Options shall remain in
full force and effect as if this Plan had not been terminated.

         8.  SECURITIES ACT OF 1933.  Unless (a) the shares to be issued upon
exercise of an Option granted under this Plan have been effectively
registered under the Securities Act of 1933, as now in force or hereafter
amended, or (b) in the opinion of counsel for the Company, no such
registration is necessary, the Company shall be under no obligation to issue
any shares covered by any Option.  The inability of the Company to obtain any
authority deemed by the Company's counsel to be necessary to the lawful
issuance or sale of any shares of its Common Stock hereunder shall relieve
the Company of any liability in respect of the nonissuance or sale of such
shares as to which such authority shall not have been obtained.

         9.  EFFECTIVE DATE; TERM OF PLAN.  This Plan originally became
effective as of March 21, 1995 and was amended and restated as of January 10,
2002.  This Plan shall terminate on March 21, 2005, unless sooner terminated
as provided in this Plan.  At the end of such term, this Plan shall expire
except for Options then outstanding.

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