EXHIBIT 10.5

1995 STOCK OPTION PLAN
OF
INTRUSION INC.
AS AMENDED APRIL 26, 2001

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 encourage 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.

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.

(e) "COMPANY" shall mean Intrusion 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.

(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 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.

(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); 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;

(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.

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.

(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 three million, three hundred thousand (3,300,000) 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.

(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 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 ime 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.

(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.

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.

(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.

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.

(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.

(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.

(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.

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.

Exhibit 10.15

November 28, 2001

Mr. Timothy W. Kinnear

Dear Tim:

In connection with your resignation as Chief Executive Officer and President of Intrusion, Inc. (the "COMPANY") effective November 28, 2001 (the "TERMINATION DATE"), the Company is offering you a severance package in exchange for your agreement to release the Company from any and all claims (this "AGREEMENT"). The details of the severance package and release are explained below. We encourage you to review this document carefully and to discuss it with an attorney.

SEVERANCE.

In exchange for your execution of this Agreement, which includes your agreement to release the Company from any and all claims, the Company agrees to provide you with the following:

- Nine (9) months of salary continuation based on your current annual salary, less statutory deductions and withholdings, to be paid in accordance with the Company's normal payroll practices, for a total gross payment of $168,750.00, beginning on the first regular payroll after your execution of this Agreement (the "SEVERANCE PACKAGE").

- Your receipt of the Severance Package is expressly conditioned on your having first returned all Company property and all proprietary information in your possession to the Company.

By signing this Agreement, you acknowledge and agree that absent this Agreement, you have no legal entitlement to the consideration provided herein and that the consideration given to you represents good and sufficient value for the releases and other agreements by you set forth in this Agreement.

STOCK EXERCISE.

Upon your Termination Date, you will cease vesting in your stock options. You will have 90 days from your Termination Date to exercise any vested option shares. The details of your stock options and exercise thereof will be according to the Intrusion.com, Inc. 1995 Stock Option Plan, as amended.

Timothy W. Kinnear Page 2 November 28, 2001

YOUR AGREEMENT.

By signing this Agreement and accepting the severance as outlined above, you agree to waive, release, and forever discharge the Company and its parents, successors, assigns, divisions, subsidiaries, affiliates, partners, officers, directors, executives, investors, shareholders, managers, supervisors, employees, agents, attorneys and representatives (the "RELEASED PARTIES") from any and all claims, demands, and causes of action which you have or claim to have, whether known or unknown, of whatever nature, which exists or may exist as of the date of your execution of this Agreement. "Claims," "demands," and "causes of action" include, but are not limited to, claims based on contract, fraud, equity, tort, discrimination, harassment, retaliation, personal injury, constructive discharge, emotional distress, public policy, wage and hour law, defamation, claims for debts, accounts, attorneys' fees, compensatory damages, punitive damages, and/or liquidated damages, claims for vesting or accelerated vesting of options to purchase the Company's Common Stock, and any and all claims arising under the Americans with Disabilities Act, the Family and Medical Leave Act, or any other federal or state statute governing employment, including but not limited to Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Worker Adjustment Retraining and Notification Act, the Age Discrimination in Employment Act, the Texas Labor Code, and the Texas Commission on Human Rights Act, as such statutes may have been or may be amended from time to time.

You understand and agree, in compliance with any statute or ordinance which requires a specific release of unknown claims or benefits, that this Agreement includes a release of unknown claims, and you hereby expressly waive and relinquish any and all claims, rights or benefits that you may have which are unknown to you at the time of the execution of this Agreement. You understand and agree that if, hereafter, you discover facts different from or in addition to those which you now know or believe to be true, that the waivers and releases of this Agreement shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of such fact.

You represent and warrant that you do not presently have on file, and further represent and warrant to the maximum extent allowed by law that you will not hereafter file, any lawsuits, claims, charges, grievances or complaints against the Company and/or the Released Parties in or with any administrative, state, federal or governmental entity, agency, board or court, or before any other tribunal or panel or arbitrators, public or private, based upon any actions or omissions by the Company and/or the Released Parties occurring prior to your execution of this Agreement. To the extent that you are still entitled to file any administrative charge with any governmental agency, you hereby release any personal entitlement to reinstatement, back pay, or any other types of damages or injunctive relief in connection with any civil action brought on your behalf after your filing of any administrative charge.

You agree that you will not make any negative or disparaging statements or comments, either as fact or as opinion, about the Company, including but not limited to its employees, officers,

Timothy W. Kinnear Page 3 November 28, 2001

directors, shareholders, investors, vendors, products or services, business, technologies, market position, performance and other similar information concerning the Company. Nothing contained in this paragraph is intended to prevent you from testifying truthfully in any legal proceeding.

Finally, you represent and agree that you are the sole and lawful owner of all rights, title and interest in and to all released matters, claims and demands arising out of or in any way related to your employment with the Company and/or the termination thereof.

ACCEPTANCE OF AGREEMENT.

You have 14 days to consider this Agreement, and offer of severance contained herein. You received this Agreement on November 28, 2001. You represent that if you execute this Agreement before the 14-day consideration period has passed, you do so voluntarily, and you knowingly and voluntarily waive your option to use the entire 14 days to consider this Agreement. The settlement offer contained in this Agreement will automatically expire if this Agreement, fully executed by you, is not received by Mr. Paxton on or before December 12, 2001.

OTHER IMPORTANT TERMS.

- By signing this Agreement, you acknowledge that you have been paid all wages, vacations, and all other compensation owed to you be the Company through your Termination Date.

- Nothing in this Agreement shall constitute or be treated as an admission of any wrongdoing or liability on the part of the Company and/or the Released Parties.

- You acknowledge that you have been advised to consult with an attorney of your choosing prior to entering into this Agreement.

- You understand and agree that in any dispute between you and the Company regarding the terms of this Agreement and/or any alleged breach thereof, that the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees arising out of such dispute.

- This Agreement is binding on your representatives, heirs, executors, administrators, successors and assigns.

- You are personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by you under this Agreement. You agree to indemnify the Company and hold the Company harmless, from any and all taxes, penalties and/or other assessments that the Company is, or may become, obligated to pay on account of any payments and other consideration made to you under this Agreement.

Timothy W. Kinnear Page 4 November 28, 2001

- The terms and existence of this Agreement are strictly confidential and may not be disclosed to any other person or entity, with the exception of your immediate family members and legal and financial advisors.

- This Agreement, and any agreements or documents referred to herein, constitute an integrated, written contract, expressing the entire agreement between the Company and you with respect to the subject matter hereof. In this regard, you represent and warrant that you are not relying on any promises or representations that do not appear in this Agreement. This Agreement can be amended or modified only by a written agreement, signed by you and the Company.

- This Agreement shall, in all respects, be interpreted, enforced and governed under the laws of the State of Texas applicable to contracts executed and performed in Texas without giving effect to conflicts of law principles.

- With respect to any suit, action, or other proceeding arising from (or relating to) this Agreement, the Company and you hereby irrevocably agree to the exclusive personal jurisdiction and venue of the United States District Court for the Northern District of Texas.

- You agree that if any provision or portion of any provision of this Agreement is held to be invalid or unenforceable or to be contrary to public policy or any law, for any reason, the remainder of the Agreement shall not be affected thereby.

- This Agreement may be executed in separate counterparts and by facsimile, and each such counterpart shall be deemed an original with the same effect as if the Company and you signed the same document.

Timothy W. Kinnear Page 5 November 28, 2001

We wish you the best in the future. Please do not hesitate to contact G. Ward Paxton if you have any questions or comments regarding the severance offer contained in this letter.

INTRUSION, INC.

By:     /s/ G. Ward Paxton
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Title:  President & CEO
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Date:   11/29/01
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TIMOTHY W. KINNEAR

By:     /s/ Timothy W. Kinnear
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Date:   11-29-01
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