NOTE
      PURCHASE AGREEMENT

    


    THIS
      NOTE
      PURCHASE AGREEMENT (the “Agreement”)
      is
      made this 5th day of June 2008 by and among INTELLIHOME, INC. (the “Company”),
      a
      Texas corporation, MARK TRIMBLE, an individual residing in Katy, Texas
      (“Trimble”),
      and
      the purchasers whose names appear on the signature page hereof (the
“Purchasers”).

     

    WHEREAS,
      the Purchasers, and their designees, desire to acquire from certain shareholders
      (the “Selling
      Shareholders”)
      of the
      Company shares (the “Purchased
      Shares”)
      representing a controlling interest in the Company and, in connection therewith,
      desire to provide certain funding to the Company in order to (i) pay all of
      the
      outstanding indebtedness and liabilities of the Company (the “Settled
      Debts”),
      (ii)
      pay certain costs (the “Reporting
      Costs”)
      associated with preparation and filing with the Securities and Exchange
      Commission (the “SEC”)
      of the
      Company’s quarterly report on Form 10-QSB for the quarter ended March 31, 2008
      and (iii) provide working capital to support existing operations (the
“Legacy
      Operations”)
      of the
      Company (the “Working
      Capital Requirement”)(the
      actual funds provided to the Company by the Purchasers, and their designees,
      with respect to the Settled Debts, the Reporting Costs and the Working Capital
      Requirement is referred to as the “Company
      Funding”
and
      the
      obligation of the Purchasers to pay the Company Funding is referred to as the
      “Company
      Funding Obligation”);
      

     

    WHEREAS,
      the aggregate amount to be paid by the Purchasers, and their designees, to
      the
      Selling Shareholders and to Company with respect to the Purchased Shares, the
      Settled Debts, the Reporting Costs and the Working Capital Requirement shall
      be
      $575,000 (the “Total
      Funding”);

     

    WHEREAS,
      the Company proposes, subject to the terms and conditions stated herein, to
      issue and sell from time to time as funds are advanced to the Company in
      satisfaction of the Company Funding, and the Purchasers desire to purchase
      from
      time to time, 8% Convertible Notes, in the form attached hereto as Exhibit
      A
      (the
“Notes”),
      in
      the aggregate principal amount equal to the Company Funding; 

     

    WHEREAS,
      upon satisfaction of the obligation by the Purchasers, or their designees,
      of
      the obligation to provide the Total Funding, the Notes will be convertible
      into
      duly and validly issued, fully paid and non-assessable shares of common stock,
      par value $0.001 per share (the “Common
      Stock”),
      of
      the Company (such shares, the “Shares”
and,
      together with the Notes, the “Securities”)
      on the
      terms, and subject to the conditions, set forth herein;

     

    WHEREAS,
      funds in settlement of the Total Funding obligation of the Purchasers will
      be
      advanced in multiple advances and will be applied to the Purchased Shares,
      the
      Settled Debts, the Reporting Costs and Working Capital Requirement in the manner
      provided for herein;

     

    WHEREAS,
      upon the advance of funds hereunder by the Purchasers in an amount of not less
      than $25,000 (the “First
      Funding”),
      the
      Company shall cause a designee of the Purchasers to be appointed to the Board
      of
      Directors and as Chief Executive Officer of the Company, in which capacity,
      said
      designee will be granted full budgetary authority and signing authority on
      Company bank accounts, subject only to the rights of Trimble to review and
      approve the manner of settlement and application of funds from the Company
      Funding;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      on or prior to the satisfaction in full of the Company Funding Obligation (the
      “Full
      Funding Date”),
      the
      Company shall cause its current officers and directors to resign in such
      capacities;

     

    WHEREAS,
      Trimble will continue to oversee and conduct the Company’s “home security
      monitoring” and “smart home” operations for a minimum of forty-five (45) days
      following the First Funding;

     

    WHEREAS,
      pending satisfaction in full of the Company Funding Obligation, the Purchasers
      shall fully and unconditionally guarantee, and shall indemnify and hold harmless
      the Company and each officer, director and shareholder against any claim, loss
      or liability relating to (together, the “Guarantee
      and Indemnity Obligation”),
      (i)
      all outstanding liabilities and indebtedness of the Company existing as of
      the
      date hereof, (ii) all liabilities and indebtedness relating to Reporting Costs
      and Working Capital Requirements; provided, however, that the Guarantee and
      Indemnity Obligation shall in no event exceed the excess, if any, of $575,000
      over the funds actually advanced in satisfaction of the Company Funding
      Obligation and to purchase the Purchased Shares; and (iii) all liabilities
      and
      indebtedness incurred by the Company after the First Funding (“New
      Business Indebtedness”),
      other
      than liabilities and indebtedness directly attributable to the Legacy
      Operations.

     

    This
      Agreement, the agreements with the Selling Shareholders (the “Selling
      Shareholder Agreements”),
      and
      the form of Note between the Company and the Purchasers, are referred to herein
      collectively as the “Transaction
      Documents,”
and
      the transactions contemplated hereby and thereby are referred to herein
      collectively as the “Transactions.”

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and undertakings herein
      set
      forth, the parties hereto agree as follows:

     

    1. Purchase
      and Sale of Notes. 

     

    (a) On
      the
      basis of the representations, warranties and covenants contained in this
      Agreement, and subject to its terms and conditions, the Company agrees to issue
      and sell to the Purchasers and the Purchasers agree to purchase from the Company
      an aggregate principal amount of Notes in an amount not to exceed, in the
      aggregate, the Total Funding.

     

    (b) The
      purchase price for the Notes will be equal to 100% of the principal amount
      thereof.

     

    (c) Delivery
      of, and payment for, the Notes shall be made on one or more occasions (each,
      a
“Closing”
and
      together the “Closings”)
      as
      funds are provided in accordance with Section 2, to satisfy the Company Funding
      Obligation at such place as the Company and the Purchasers shall designate
      and
      upon each Closing, the amount funded will be recorded on the schedule attached
      at the end of this Agreement. 

     

    
      
        
        

      

      
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    2. Company
      Funding Obligation. 

     

    (a) As
      consideration for the Notes, the Purchasers, and their designees, agree to
      provide funding to the Company in an aggregate amount not to exceed the Total
      Funding, on the following terms:

     

    (i) Not
      later
      than three days after the date of this Agreement, the Purchasers shall provide
      funding to the Company in the amount of not less than $25,000, which amount
      shall comprise the First Funding and will be applied by the Company first to
      pay
      the Reporting Costs.

     

    (ii) During
      the four week period (the “Operating
      Period”)
      beginning on the date of the First Funding, the Purchasers shall provide funding
      to the Company in amounts designated in writing by Mark Trimble, the total
      amount not to exceed $25,000, which amount shall be applied first to payment
      of
      operating costs and fulfillment of contractual obligations (and not to repayment
      of indebtedness or liabilities existing as of the date hereof) of the Company
      and the payment of which will be applied to satisfaction of the Working Capital
      Requirement.

     

    (iii) On
      or
      before forty five (45) days after the date of this Agreement (the “Initial
      Funding Period”),
      the
      Purchasers shall provide funding to the Company in an amount equal to the lesser
      of (A) the Settled Debts, as reflected on the Settled Amounts Schedule (as
      defined below), or (B) $175,000 less all amounts funded pursuant to Section
      4(b)(iii)(z) of this Agreement (such lesser amount being referred to as the
      “Cash
      Settlement Funding Amount”),
      which
      amount shall be applied to the payment of all outstanding indebtedness and
      liabilities of the Company other than Installment Debt (as defined below),
      including, but not be limited to, (Y) accrued and unpaid salary as of the date
      hereof as reflected on the Company’s books and records and accruing from the
      date hereof through the last day of the Operating Period (provided, however,
      that such amount is not otherwise included in the Working Capital Requirement),
      and (Z) amounts borrowed on credit cards, bank facilities or otherwise by
      officers, directors or shareholders of the Company for the benefit and use
      of
      the Company as reflected on the Company’s books and records; provided, however,
      that the Purchasers may, by written notice to the Company, extend the Initial
      Funding Period by fifteen (15) days (as extended, the “Extended
      Funding Period”)
      if,
      and only if, the Purchasers have, on or before the last day of the Initial
      Funding Period, provided funding in an aggregate amount not less than $87,500
      pursuant to Sections 2(b)(iii) and 4(b)(iii)(z) of this Agreement.

     

    (iv) On
      or
      before the last day of the Initial Funding Period or the Extended Funding
      Period, if applicable, the Purchasers shall arrange for the settlement of the
      excess of the Settled Debts, as reflected on the Settled Amounts Schedule,
      less
      the Cash Settlement Funding Amount (such excess being referred to as the
“Excess
      Funding Obligation”)
      by
      either (A) providing funding to the Company or payments directly to the
      creditors of the Company in cash sufficient to satisfy the Excess Funding
      Obligation, or (B) providing a written undertaking to assume, and pay all
      installments as they come due on, Settled Debts not otherwise paid hereunder
      and
      providing for scheduled payments (including but not limited to credit card
      debts
      and bank loans)(the “Installment
      Debt”),
      or
      (C) subject to acceptance of the same by creditors of the Company, issuing
      convertible promissory notes on terms substantially identical to those included
      in the Trimble Note (as defined below), or (D) any combination of the
      foregoing.

     

    
      
        
        

      

      
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    (b) The
      Purchasers may, at their option, pay amounts directly to creditors of the
      Company, which amounts will be applied toward satisfaction of the Company
      Funding Obligation as if paid to the Company pursuant to Section
      2(a).

     

    (c) The
      Purchasers and the Company agree that, during the Initial Funding Period as
      extended, each will cooperate with the other in (i) negotiations with various
      creditors of the Company with the objective of settling amounts owed to such
      creditors on a discounted basis and (ii) preparing a written final definitive
      schedule (the “Settled
      Amounts Schedule”)
      of all
      amounts comprising Settled Debt, Reporting Costs and the Working Capital
      Requirement. In connection with the foregoing, it is understood and agreed
      that:

     

    (i) Trimble,
      as President of the Company, will have sole and final authority to determine
      the
      identity and terms on which amounts owed to creditors are ultimately
      compromised;

     

    (ii) With
      respect to indebtedness settled for less than the full stated amount payable,
      only the amount actually paid will be deemed to be Settled Debt;

     

    (iii) In
      the
      event of disputes regarding the Settled Amounts Schedule, the Purchasers and
      Trimble will attempt to negotiate a satisfactory resolution and, if they are
      unable to negotiate a satisfactory resolution, the Settled Amounts Schedule,
      this Agreement and the applicable accounting records of the Company will be
      submitted to the Company’s independent registered public accounting firm (the
“Accountant”)
      for
      purposes of reconciling the amounts properly included on the Settled Amounts
      Schedule and the determination of the Accountant shall be
      conclusive.

    


    (d) With
      respect to any permitted payments of Installment Debt after the last day of
      the
      Initial Funding Period, as extended (as permitted under Section 2(b)(iv)(B)),
      any amounts constituting interest on that Installment Debt accruing after the
      last day of the Initial Funding Period shall not be credited in determining
      the
      amounts funded by the Purchasers under this Agreement.

     

    3. Company
      Operations.

     

    (a) Upon
      the
      advance of funds hereunder by the Purchasers in the amount of the First Funding,
      the Company shall cause a designee (the “Purchaser
      Management Designee”)
      of the
      Purchasers to be appointed to the Board of Directors and as Chief Executive
      Officer of the Company, in which capacity, said designee will be granted full
      budgetary authority and signing authority on Company bank accounts, subject
      only
      to the rights of Trimble to review and approve the manner of settlement and
      application of funds from the Company Funding.

     

    
      
        
        

      

      
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    (b) Trimble
      will continue to oversee and conduct the Company’s “home security monitoring”
and “smart home” operations for a minimum of forty-five (45) days following the
      First Funding and during that period will have authority to liquidate assets
      and
      settle obligations relating to such operations. All cash on hand on the First
      Funding (excluding cash provided by the First Funding) and all proceeds received
      from the collection of receivables or liquation of assets (collectively, the
      “Residual
      Cash”)
      from
      the date hereof through the last day of the Initial Funding Period, or the
      Extended Funding Period if applicable, shall be applied to support operations
      of
      the “home security monitoring” and “smart home” business and to settle debt of
      the Company. Residual Cash shall not be treated as cash provided by the
      Purchasers pursuant to Section 2. Any Residual Cash remaining on hand on the
      last day of the Initial Funding Period, or the Extended Funding Period if
      applicable, shall be applied at that time to the settlement of any amounts
      on
      the Settled Amounts Schedule not otherwise previously satisfied as determined
      by
      Trimble.

     

    (c) Subject
      to the provisions of Section 3(b), on and after the First Funding, the business
      direction and strategy of the Company shall be determined and controlled by
      the
      Purchaser Management Designee.

     

    (d) On
      or
      prior to the Full Funding Date, the Company shall cause its current officers
      and
      directors (excluding the Purchaser Management Designee) to resign in such
      capacities; provided, however, that should the Full Funding Date not have
      occured on or before the last day of the Initial Funding Period, or the Extended
      Funding Period if applicable, the Purchasers and the Purchaser Management
      Designee shall take such steps as may be reasonably necessary to appoint Trimble
      as the sole officer and director of the Company, including causing the Purchaser
      Management Designee to resign as an officer and director of the
      Company.

     

    (e) From
      the
      date hereof until the First Funding, the Company shall not (except as otherwise
      specifically contemplated herein) issue any securities, including debt
      securities, or incur any indebtedness other than in the ordinary course of
      business.

     

    (f) On
      or
      before the First Funding, the Company shall secure releases of all existing
      employment agreements, subject to and in accordance with the provisions of
      Section 4(a) below.

    


    4. Selling
      Shareholder and Employee Obligations.As
      a
      condition of providing the financing contemplated herein, the Purchasers require
      that certain members of management of the Company and certain shareholders
      of
      the Company enter into separate agreements releasing certain rights that each
      may have against, or with respect to, the Company, whether under employment
      agreements or with respect to securities held by those persons. In that regard,
      the parties agree that:

     

    (a) The
      Company and the Purchasers will enter into agreements with each of Trimble
      and
      John Peper (“Peper”),
      substantially in the form attached hereto as Exhibit
      B,
      pursuant to which:

     

    
      
        
        

      

      
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    (i) Each
      of
      Trimble and Peper agree to terminate their existing employment agreements with
      the Company, effective on the First Funding, and to release the Company from
      any
      and all obligations owing to each of them, other than obligations reflected
      on
      the books and records of the Company, which amounts are to be satisfied as
      Settled Debt in the manner provided for herein;

    


    (ii) Each
      of
      Trimble and Peper agree to convey to the Purchasers, all shares of stock (the
      “Employee
      Shares”)
      of the
      Company held by each; provided, however, that the Employee Shares shall be
      deposited in escrow with Michael Sanders, counsel to the Company, to be held
      until the earlier of (A) such time as the Purchasers have satisfied in full
      their funding obligations under Section 2 of this Agreement or (B) the last
      day
      of the Initial Funding Period, or the Extended Funding Period if applicable;
      at
      which time the Employee Shares shall be released to the Purchasers if the
      Purchasers have satisfied in full their funding obligations under Section 2
      or
      returned to Trimble and Peper if the Purchasers have failed to satisfy in full
      their funding obligations under Section 2; provided, however, that should the
      Excess Funding Obligation be satisfied through the assumption of Installment
      Debt or the delivery of convertible promissory notes, as permitted under Section
      2(b)(iv)(b), (c) and/or (d), the Employee Shares shall continue to be held
      in
      escrow until the earlier of (X) June 30, 2009 or (Y) the payment of all
      Installment Debt and all Settled Debt owed to Trimble and Peper (together,
      the
“Share
      Release Amount”),
      at
      which time the Employee Shares shall be released to the Purchasers if the Share
      Release Amount has been satisfied or returned to Trimble and Peper if the Share
      Release Amount has not been received; and, provided, further, that Trimble
      and
      Peper shall grant to the Purchasers a proxy whereby the Purchasers shall have
      the sole and exclusive right to vote the Employee Shares during the period
      in
      which the Employee Shares continue to be held in escrow pursuant to the terms
      of
      this Section 4(a); and

    


    (iii) As
      consideration for the releases to be provided under Section 4(a)(i), the Company
      shall, on the Measurement Date (as defined below), issue to each of Trimble
      and
      Peper, convertible promissory notes (the “Trimble
      Note”
and
      the
“Peper
      Note”,
      respectively), in the form attached hereto as Exhibit
      C,
      with
      the principal amount of the Trimble Note being equal to 8.2% of the Unallocated
      Purchase Price (as defined below) and the principal amount of the Peper Note
      being equal to 1.8% of the Unallocated Purchase Price. 

    


    (b) The
      Company and the Purchasers will enter into an agreement (the “CRI
      Stock Agreement”)
      with
      Company Reporter Investments II (“CRI”),
      substantially in the form attached hereto as Exhibit
      D,
      pursuant to which:

     

    (i) CRI
      will
      agree to waive its rights, and release the Company from any and all obligations
      owing to it, with respect to the shares of Series A Preferred Stock and Series
      B
      Preferred Stock (collectively, the “Preferred
      Stock”)
      held
      by CRI;

     

    
      
        
        

      

      
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    (ii) CRI
      agrees to convey to the Purchasers, all of the Preferred Stock held by CRI;
      provided, however, that seventy percent (70%) of the Preferred Stock shall
      be
      deposited in escrow with Michael Sanders, counsel to the Company, to be held
      until the earlier of (A) such time as the Purchasers have satisfied in full
      their funding obligations under Section 2 or (B) the last day of the Initial
      Funding Period, or the Extended Funding Period if applicable; at which time
      the
      Preferred Stock shall be returned to CRI if the Purchasers have failed to
      satisfy in full their funding obligations under Section 2 or, if such funding
      obligations are satisfied, released to the Purchasers from time to time on
      a pro
      rata basis as the principal balance of the CRI Note is reduced; and, provided,
      further, that CRI shall grant to the Purchasers a proxy whereby the Purchasers
      shall have the sole and exclusive right to vote the Preferred Stock during
      the
      period in which the Preferred Stock continues to be held in escrow pursuant
      to
      the terms of this Section 4(a);and

    


    (iii) As
      consideration for the releases to be provided under Section 4(b)(i), the Company
      shall, on the Measurement Date (as defined below), issue to CRI, a convertible
      promissory note (the “CRI
      Note”),
      in
      the form attached hereto as Exhibit
      C,
      with
      the principal amount of the CRI Note being equal to (y) 90% of the Unallocated
      Purchase Price less (z) $60,000 payable to CRI in cash (the “CRI
      Cash Payment”)
      pursuant to the CRI Stock Agreement. 

    


    (c) For
      purposes hereof, the “Measurement
      Date”
shall
      mean the date on which the Settled Amounts Schedule is finalized in accordance
      with Section 2(c).

     

    (d) For
      purposes hereof, the “Unallocated
      Purchase Price”
shall
      mean the Total Funding less the amounts reflected on the Settled Amounts
      Schedule.

     

    5. Representations,
      Warranties and Agreements of the Company. In
      addition to the other representations, warranties and agreements contained
      in
      this Agreement, the Company represents and warrants to, and agrees with, the
      Purchasers as follows:

     

    (a) The
      Company is subject to the reporting requirements set out in, and files reports
      (the “SEC
      Reports”)
      under,
      Section 15(d) of the Securities Exchange Act of 1934. The SEC Reports conformed
      in all material respects to the requirements of the Securities Exchange Act
      of
      1934, as amended, and the rules and regulations of the SEC thereunder
      (collectively, the “Exchange
      Act”);
      and
      none of such documents contained any untrue statement of a material fact or
      omitted to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading.

     

    (b) The
      Company has been duly incorporated and is validly existing and in good standing
      as a corporation under the laws of its respective jurisdiction of incorporation,
      is duly qualified to do business and is in good standing as a foreign
      corporation in each jurisdiction in which its ownership or lease of property
      or
      the conduct of its businesses requires such qualification, and has all power
      and
      authority necessary to own, lease or hold its properties and to conduct the
      businesses in which it is engaged. The Company does not have any
      subsidiaries.

     

    
      
        
        

      

      
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    (c) The
      Company has an authorized capitalization as set forth in the SEC Reports, and
      all of the issued shares of common stock of the Company have been duly and
      validly authorized and issued, are fully paid and non-assessable and conform
      to
      the description thereof contained in the SEC Reports. Except as disclosed in
      the
      SEC Reports, (i) there are no outstanding securities convertible into or
      exchangeable for, or warrants, options or rights issued by the Company to
      purchase, any shares of the Common Stock, (ii) there are no statutory,
      contractual, preemptive or other rights to subscribe for or to purchase any
      Common Stock and (iii) there are no restrictions upon transfer of the Common
      Stock pursuant to the Company’s charter or bylaws.

     

    (d) Except
      as
      set forth in the SEC Reports, there are no legal or governmental proceedings
      pending to which the Company is a party or of which any property or assets
      of
      any of the Company is subject which, if determined adversely to such companies,
      individually or in the aggregate, might have a material adverse effect on the
      business, condition (financial or other) or prospects of such companies taken
      as
      a whole (a “Material
      Adverse Effect”),
      and,
      to the best of the Company’s knowledge, no such proceedings are threatened or
      contemplated by governmental authorities or threatened by others. There is
      no
      pending or, to the best of the Company’s knowledge, threatened legal or
      governmental proceeding that seeks to restrain, enjoin, prevent the consummation
      of, or otherwise challenge the issuance of the Securities to be sold pursuant
      to
      this Agreement or the consummation of the other Transactions. 

     

    (e) The
      Company is not in violation of its charter, by laws or formation
      documents.

     

    (f) The
      financial statements, including the related notes and supporting schedules,
      included in the SEC Reports present fairly the financial condition, results
      of
      operations and changes in financial position of the Company on the basis stated
      therein at the respective dates or for the respective periods to which they
      apply; such statements and related schedules and notes have been prepared in
      accordance with generally accepted accounting principles in the United States
      (“GAAP”) consistently applied throughout the periods involved. 

     

    (g) The
      Company has all necessary power and authority to execute and deliver this
      Agreement and each of the other Transaction Documents to which it is a party,
      and to perform its obligations hereunder and thereunder to issue the Securities
      and to consummate the other Transactions; each of the Transaction Documents
      and
      the Transactions have been duly authorized by the Company; this Agreement has
      been duly executed and delivered by the Company and each of the other
      Transaction Documents, when executed and delivered by the Company assuming
      that
      such Transaction Documents are or will be the valid and binding agreements
      of
      the other parties thereto, will constitute a valid and binding obligation of
      the
      Company, enforceable against the Company in accordance with its respective
      terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium and other similar laws relating to or
      affecting creditors’ rights generally and (ii) general equitable principles
      (whether considered in a proceeding in equity or at law).

     

    
      
        
        

      

      
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    (h) The
      Company has all necessary power and authority to execute, issue and deliver
      the
      Shares; the Shares have been duly and validly authorized, and, when duly issued
      and delivered to holders of the Notes upon conversion of the Notes from time
      to
      time, the Shares will be duly and validly authorized and issued, fully paid
      and
      nonassessable and will be free and clear of any preemptive rights and
      liens.

     

    (i) The
      Company has all necessary power and authority to execute, issue and deliver
      the
      Notes and perform its obligations thereunder; the Notes have been duly
      authorized by the Company, will be in the form attached hereto as Exhibit
      A
      and,
      when executed, authenticated, delivered to and paid for by the Purchasers
      pursuant to this Agreement, will constitute valid and binding obligations of
      the
      Company, enforceable against the Company in accordance with their terms, subject
      to (i) the effects of bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium and other similar laws relating to or affecting
      creditors’ rights generally and (ii) general equitable principles (whether
      considered in a proceeding in equity or at law).

     

    (j) The
      execution, delivery and performance by the Company of this Agreement and the
      other Transaction Documents, the performance of the obligations of the Company
      hereunder and thereunder, the issuance of the Securities and the consummation
      of
      the other Transactions will not, as of the Closing Date, result in any violation
      of the provisions of the charter, by laws or formation documents of the Company
      or any statute or any order, rule or regulation of any court or governmental
      agency or body having jurisdiction over the Company or any of their properties
      or assets.

     

    (k) No
      consent, approval, authorization or order of, or filing or registration with,
      any court or governmental agency or body is required for the execution, delivery
      and performance of the Transaction Documents by the Company, the issuance of
      the
      Securities, the performance of the obligations of the Company hereunder and
      thereunder and the consummation of the other Transactions contemplated hereby
      and thereby, except (i) as required by the state securities or “blue sky” laws
      and (ii) for such consents, approvals, authorizations, orders, filings or
      registrations which have been obtained or made.

     

    (l) None
      of
      the Company or any of its Affiliates (as defined in Rule 501(b) of Regulation
      D)
      has engaged, and will not engage, directly or indirectly in any form of general
      solicitation or general advertising in connection with the offering of the
      Securities (as those terms are used in Regulation D) under the Securities Act
      or
      in any manner involving a public offering within the meaning of Section 4(2);
      and the Company has not entered, and will not enter, into any arrangement or
      agreement with respect to the distribution of the Securities, except for this
      Agreement, and the Company agrees not to enter into any such arrangement or
      agreement. 

     

    (m) Neither
      the Company nor any of its Affiliates has directly or indirectly sold, offered
      for sale, solicited offers to buy or otherwise negotiated in respect of any
      “security” (as defined in the Securities Act) which is, or would be, integrated
      with the sale of any of the Securities in a manner that would require the
      registration under the Securities Act of any of the Securities.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    6. Representations,
      Warranties and Agreements of the Purchasers. Each
      Purchaser represents and warrants to, and agrees with, the Company that
      it:

     

    (a) is
      not
      acquiring the Notes with a view to any distribution thereof or with any present
      intention of offering or selling any of the Notes in a transaction that would
      violate the Securities Act or the securities laws of any State of the United
      States or any other applicable jurisdiction.

     

    (b) is
      an
      Accredited Investor, as that term is defined in Regulation D.

    


    (c) is
      aware
      that the Notes are speculative and that it may lose its entire investment and
      it
      can afford to bear the risks of an investment in the Company, including the
      risk
      of losing its entire investment.

     

    (d) has
      (i)
      been provided an opportunity to obtain information concerning the Company and
      any other relevant matters as Purchaser has requested, and (ii) been given
      the
      opportunity to ask questions of and receive answers from the Company concerning
      the terms and conditions of the offering of the Notes.

     

    (e) is
      aware
      that its must bear the economic risk of its investment in the Company for an
      indefinite period of time because: (1) the Notes have not been registered under
      the Securities Act, or qualified under the state securities laws of any state,
      and therefore cannot be sold, assigned or otherwise disposed of unless
      appropriate exemptions from such registration or qualification requirements
      are
      available; (2) the Company will place a legend on the certificates evidencing
      the Notes stating that the Notes have not been registered under the Act or
      any
      state securities laws and setting forth the limitations on resale contained
      above and the Company will also require that its registrar and transfer agent
      make a notation of such restrictions in its appropriate records; and (3) there
      is no public market for such Notes. The Purchaser further understands and agrees
      that the Company will not honor any attempt by Purchaser to sell, transfer
      of
      otherwise dispose of the Notes in the absence of either an effective
      registration statement and qualification under applicable Blue Sky laws or
      exemptions therefrom.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    7. Additional
      Funding, Guarantee and Indemnity Obligation.
      In
      addition to the other agreements of the Purchasers in this Agreement, the
      Purchasers further agree to provide all funding necessary to support operations
      of the Company (other than Legacy Operations, following the First Funding and,
      until such time as the Company Funding Obligation is satisfied in full, to
      fully
      and unconditionally guarantee, and indemnify and hold harmless the Company
      and
      each officer, director and shareholder of the Company as of the First Funding
      against any claim, loss or liability relating to, (a) all outstanding
      liabilities and indebtedness of the Company existing as of the date hereof,
      (b)
      all liabilities and indebtedness relating to Reporting Costs and Working Capital
      Requirements; provided, however, that the Guarantee and Indemnity Obligation
      under this Section 7 shall in no event exceed the excess, if any, of $575,000
      over (y) the funds actually advanced in satisfaction of the Company Funding
      Obligation plus (z) the CRI Cash Payment; and (c) all New Business
      Indebtedness.

     

    8. Miscellaneous.

     

    (a) Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Texas. 

     

    (b) Consent
      to Jurisdiction; Forum Selection; Appointment of Agent for Service of
      Process

     

    (i) Each
      of
      the Purchaser and the Company hereby submits to the jurisdiction of the courts
      of the State of Texas and the courts of the United States of America located
      in
      the State of Texas over any suit, action or proceeding with respect to this
      Agreement or the transactions contemplated hereby.

     

    (ii) Any
      suit,
      action or proceeding with respect to this Agreement or the transactions
      contemplated hereby may be brought only in the courts of the State of Texas
      or
      the courts of the United States of America located in the State of Texas,
      located in Harris County, State of Texas. Each of the parties hereto waives
      any
      objection that it may have to the venue of such suit, action or proceeding
      in
      any such court or that such suit, action or proceeding in such court was brought
      in an inconvenient court and agrees not to plead or claim the same.

     

    (c) Waiver
      of Jury Trial.
      Any
      right to trial by jury with respect to any lawsuit, claim, action or other
      proceeding arising out of or relating to this Agreement or the services to
      be
      rendered by you hereunder is expressly and irrevocably waived.

     

    (d) Entire
      Agreement.
      This
      Agreement and the exhibits referenced herein constitutes the entire agreement
      among the parties hereto with respect to the subject matter hereof and supersede
      all prior agreements and undertakings, both written and oral, among the parties,
      or any of them, with respect to the subject matter hereof. No provision of
      this
      Agreement may be waived or amended other than by an instrument in writing signed
      by the party to be charged with enforcement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (e) Amendments
      and Waiver.
      The
      provisions of this Agreement may not be amended, modified or supplemented,
      and
      waivers or consents to departures from the provisions hereof may not be given,
      except by the parties to this Agreement. The failure by any party to exercise
      any right or remedy under this Agreement or otherwise, or delay by a party
      in
      exercising such right or remedy, shall not operate as a waiver
      thereof.

     

    (f) Persons
      Entitled to Benefit of Agreement. This
      Agreement will inure to the benefit of and be binding upon the Purchasers,
      the
      Company, CRI and their respective officers, directors, shareholders, successors
      and assigns. This Agreement and the terms and provisions hereof are for the
      sole
      benefit of only those persons. 

     

    (g) Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement or the validity or
      enforceability of this Agreement in any other jurisdiction.

     

    (h) Counterparts.
      This
      Agreement may be executed in one or more counterparts and, if executed in more
      than one counterpart, the executed counterparts shall each be deemed to be
      an
      original but all such counterparts shall together constitute one and the same
      instrument. 

     

    (i) Headings.
      The
      headings herein are inserted for convenience of reference only and are not
      intended to be part of, or to affect the meaning or interpretation of, this
      Agreement.

     

    (j) Notices.
      All
      statements, requests, notices and agreements hereunder shall be in writing,
      and:

     

    (i) if
      to the
      Purchasers, shall be delivered or sent by mail, telex or facsimile transmission
      to the address set forth on the signature page hereof;

     

    (ii) if
      to the
      Company, Trimble, Peper or any officer, director or shareholder of the Company,
      shall be delivered or sent by mail, telex or facsimile transmission c/o Mark
      Trimble, 1600 Eldridge Parkway, #3608, Houston, Texas 77077.

     

    Any
      such
      statements, requests or notices will take effect at the time of receipt thereof.
      Each party shall provide notice to the other party of any changes in address.
      

     

    [Signature
      page follows]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    If
      the
      foregoing correctly sets forth the agreement between the parties hereto, please
      indicate your acceptance in the space provided for that purpose below.


     

    
      	
              COMPANY:

            	
              INTELLIHOME,
                INC.

            
	 	 
	 	
              By:
                /s/ Mark Trimble

            
	 	
              Name:
                Mark Trimble

            
	 	
              Title:  
                President

            
	 	
              Date: 
                 June 2, 2008

            
	 	 
	
              MARK
                TRIMBLE:

            	
              /s/
                Mark Trimble

            
	 	
              Mark
                Trimble, Individually

            
	 	
              Date:
                June 2, 2008

            
	 	 
	
              PURCHASERS:

            	
              STARR
                CONSULTING, INC.

            
	 	 
	 	
              By:
                /s/ Daniel Starczewski

            
	 	
              Name:
                Daniel Starczewski

            
	 	
              Title:  
                President

            
	 	
              Address:
                932 Burke St.

            
	 	
              Winston
                Salem, NC 27101

            
	 	
              Date:
                June 2, 2008

            
	 	 
	 	
              POWER
                NETWORK, INC.

            
	 	 
	 	
              By:
                /s/ Joe V. Overcash

            
	 	
              Name:
                Joe V. Overcash

            
	 	
              Title:  
                President

            
	 	
              Address:
                1020 Brookstown Ave., Ste. 30

            
	 	
              Winston
                Salem, NC 27101

            
	 	
              Date:
                June 5, 2008

            
	 	 
	 	
              BAF
                CONSULTING, INC.

            
	 	 
	 	
              By:
                /s/ Barbara Morelli

            
	 	
              Name:
                Barbara Morelli

            
	 	
              Title:  
                President

            
	 	
              Address:
                932 Burke St.

            
	 	
              Winston
                Salem, NC 27101

            
	 	
              Date:
                June 5, 2008

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              NEW
                AGE SPORTS, INC.

            
	 	 
	 	
              By:
                /s/ Ashley Martinez

            
	 	
              Name:
                Ashley Martinez

            
	 	
              Title:  
                President

            
	 	
              Address:
                1020 Brookstown Ave., Ste. 30

            
	 	
              Winston
                Salem, NC 27101

            
	 	
              Date:
                June 5, 2008

            
	 	 
	 	
              PROJECT
                DEVELOPMENT, INC.

            
	 	 
	 	
              By:
                /s/ Daniel Motsinger

            
	 	
              Name:
                Daniel Motsinger

            
	 	
              Title:  
                President

            
	 	
              Address:
                932 Burke St.

            
	 	
              Winston
                Salem, NC 27101

            
	 	
              Date:
                June 5, 2008

            
	 	 
	 	
              SEVILLE
                CONSULTING, INC.

            
	 	 
	 	
              By:
                /s/ Kelli M. Myers

            
	 	
              Name:
                Kelli M. Myers

            
	 	
              Title:  
                President

            
	 	
              Address:
                1020 Brookstown Ave., Ste. 30

            
	 	
              Winston
                Salem, NC 27101

            
	 	
              Date:
                June 5, 2008

            
	 	 
	 	
              MBA
                INVESTORS

            
	 	 
	 	
              By:
                /s/ Thomas Pierson

            
	 	
              Name:
                Thomas Pierson

            
	 	
              Title:  
                President

            
	 	
              Address:
                8050 N. University Dr. #202

            
	 	
              Tamarac,
                FL 33321

            
	 	
              Date:
                June 5, 2008

            
	 	 
	 	
              YT2K,
                INC.

            
	 	 
	 	
              By:
                /s/ Richard Muller

            
	 	
              Name:
                Richard Muller

            
	 	
              Title:  
                President

            
	 	
              Address:
                8050 N. University Dr. #202

            
	 	
              Tamarac,
                FL 33321

            
	 	
              Date:
                June 1, 2008

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ACTIVE
                STEALTH, LLC

            
	 	 
	 	
              By:
                /s/ Richard Muller

            
	 	
              Name:
                Richard Muller

            
	 	
              Title:  
                Manager

            
	 	
              Address:
                8050 N. University Dr. #202

            
	 	
              Tamarac,
                FL 33321

            
	 	
              Date:
                June 1, 2008