STOCK
      PURCHASE AGREEMENT

    


    THIS
      STOCK PURCHASE AGREEMENT (the “Agreement”)
      is
      made and entered into as of June 5, 2008, by and between MARK TRIMBLE
      (“Trimble”),
      JOHN
      PEPER (“Peper”,
      and
      together with Trimble, the “Sellers”),
      INTELLIHOME, INC., a Texas corporation (the “Issuer”),
      and
      the purchasers whose names appear on the signature page hereof (the
“Purchasers”).

    


    WHEREAS,
      Trimble is the record and beneficial owner of 11,559,049 shares of the issued
      and outstanding Common Stock (the “Trimble
      Shares”)
      of the
      Issuer; 

    


    WHEREAS,
      Peper is the record and beneficial owner of 3,694,298 shares of the issued
      and
      outstanding Common Stock (the “Peper
      Shares”
and,
      collectively with the Trimble Shares, the “Stock”)
      of the
      Issuer;

    


    WHEREAS,
      the Purchasers are party to a Note Purchase Agreement, dated of even date
      herewith (the “Funding
      Agreement”),
      with
      the Issuer pursuant to which the Purchasers have agreed to purchase, and the
      Issuer has agreed to sell, 8% Convertible Promissory Notes (the “Investor
      Notes”);
      

    


    WHEREAS,
      as a condition of entering into the Funding Agreement, the Purchasers required
      that the Sellers enter into this Agreement whereby the Sellers agree to (i)
      terminate their existing employment agreements with the Issuer, and (ii) 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 and included
      in
      Settled Debt under the Funding Agreement;

    


    WHEREAS,
      the Sellers are willing to sell to the Purchasers the Stock on the terms set
      forth in this Agreement.

    


    NOW,
      THEREFORE, in consideration of the mutual promises made herein and for other
      good and valuable consideration, the receipt and sufficiency of which are
      acknowledged, the parties hereto agree as follows:

    


    1. Purchase
      and Sale of Stock; Depository.
      Subject
      to the terms and conditions herein stated, Sellers agree to sell, assign,
      transfer and deliver to the Purchasers, and the Purchasers agree to purchase
      from the Sellers, the Stock. The Sellers agree to deliver to Michael Sanders
      (the “Depository
      Agent”),
      counsel to the Issuer, not later than five (5) days after the date hereof,
      certificate(s) evidencing the Stock duly endorsed in blank, or accompanied
      by
      stock powers duly executed in blank. The Depository Agent shall hold the Stock
      until the earlier of (a) satisfaction of the obligations of the Purchasers
      under
      this Agreement and under Section 2 of the Funding Agreement (as evidenced by
      a
      written acknowledgement signed on behalf of the Issuer and the Purchasers (such
      written acknowledgement being referred to as the “Compliance
      Acknowledgement”)),
      or
      (b) the last day of the Initial Funding Period, or the Extended Funding Period,
      if applicable (the “Depository
      Period”);
      at
      which time the Stock shall be released (y) to the Purchasers (allocated as
      provided for on the signature page hereof) if the Depository Agent has received
      a duly executed Compliance Acknowledgement or (z) to the Sellers if the
      Depository Agent has not received a duly executed Compliance Acknowledgement;
      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) of
      the
      Funding Agreement, the Company shall notify the Depository Agent of such in
      writing and the Stock 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”),
      as
      reflected in written notice of the same executed by Trimble or Peper, as
      appropriate, at which time the Stock 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2. Consideration.
      As
      consideration for the sale, assignment and transfer of the Stock, the Purchasers
      agree to:

    


    (a) pay
      to
      each of the Sellers, in cash, upon delivery of the Stock to the Depository
      Agent
      in accordance with Section 1, the sum of $1; and

    


    (b) fully
      and
      unconditionally guarantee payment of the Trimble Note and the Peper
      Note.

    


    3. Additional
      Agreements of the Sellers.
      The
      Sellers agree to grant to the Purchasers an irrevocable proxy whereby the
      Purchasers shall have the sole and exclusive right to vote the Stock during
      the
      Depository Period.

    


    
      
        4. 
          Representations
          and Warranties.

      

    

    


    (a)  Each
      of
      the Sellers represents and warrants to the Purchasers (on its own behalf and
      not
      on behalf of the other Seller) as follows:

    


    (i) Ownership
      of Stock.
      The
      Seller is the lawful record and beneficial owner of the Stock to be sold to
      the
      Purchasers or their designees, which shall be free and clear of all liens,
      encumbrances, restrictions and claims of every kind and character. The delivery
      to the Purchasers of the Stock pursuant to the provisions of this Agreement
      will
      transfer to the Purchasers valid title thereto, free and clear of any and all
      encumbrances and free and clear of any and all of the terms and conditions
      of
      any pledge agreements and shall vest in the Purchasers the sole voting and
      economic rights to the Stock. 

    


    (ii) Authority.
      The
      Seller has all requisite power and authority to execute and deliver this
      Agreement and to consummate the transactions contemplated hereby and thereby.
      The Seller has duly and validly executed and delivered this Agreement and,
      assuming the due authorization, execution and delivery of this Agreement by
      the
      parties hereto and thereto other than the Seller, this Agreement constitutes
      the
      legal, valid and binding obligation of the Seller, enforceable against the
      Seller in accordance with its terms, except as such enforcement may be limited
      by applicable bankruptcy, insolvency, reorganization, moratorium or similar
      laws
      affecting creditors’ rights generally and general equitable
      principles.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (iii) No
      Conflicts.
      The
      execution and delivery by the Seller of this Agreement and the consummation
      of
      the transactions contemplated hereby, do not and will not, by the lapse of
      time,
      the giving of notice or otherwise: (A) constitute a breach of any provision
      contained in, or a default under, any governmental approval, any writ,
      injunction, order, judgment or decree of any governmental authority or any
      contract to which the Seller is a party or by which the Seller or any of its
      assets and properties are bound or affected; or (B) result in or require the
      creation of any lien upon the Stock or, except as otherwise provided in this
      Agreement, any of the assets and properties of the Seller.

    


    (b) Each
      Purchaser represents and warrants (on its own behalf but not on behalf of any
      other Purchaser) to the Seller as follows:

    


    (i) Authority.
      The
      Purchaser has all requisite power and authority to execute and deliver this
      Agreement and to consummate the transactions contemplated hereby and thereby.
      The Purchaser has duly and validly executed and delivered this Agreement and,
      assuming the due authorization, execution and delivery of this Agreement by
      the
      parties hereto and thereto other than the Purchaser, this Agreement constitutes
      the legal, valid and binding obligation of the Purchaser, enforceable against
      the Purchaser in accordance with its terms, except as such enforcement may
      be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium or
      similar laws affecting creditors’ rights generally and general equitable
      principles.

    


    (ii) No
      Conflicts.
      The
      execution and delivery by the Purchaser of this Agreement and the consummation
      of the transactions contemplated hereby, do not and will not, by the lapse
      of
      time, the giving of notice or otherwise: (A) constitute a breach of any
      provision contained in, or a default under, any governmental approval, any
      writ,
      injunction, order, judgment or decree of any governmental authority or any
      contract to which the Purchaser is a party or by which the Purchaser or any
      of
      its assets and properties are bound or affected; or (B) result in or require
      the
      creation of any lien upon the Stock or, except as otherwise provided in this
      Agreement, any of the assets and properties of the Purchaser.

    


    5. Conditions
      to Closing.
      The
      obligation of the Purchasers to purchase, and the Sellers to sell, the Stock
      is
      conditioned upon the satisfaction or waiver, at or prior to the consummation
      of
      the sale, of the following conditions:

    


    (a) Truth
      of Representations and Warranties.
      The
      representations and warranties of the other party contained in this Agreement
      shall have been true and correct as of the date of this Agreement and shall
      be
      true and correct in all material respects as of the consummation of the purchase
      and sale.

    


    (b) Performance
      of Agreements.
      Each
      and all of the agreements of the other party to be performed at or prior to
      the
      dates set forth herein pursuant to the terms hereof shall have been duly
      performed in all material respects.

    


    (c) No
      Injunction.
      No
      court or other government body or public authority shall have issued an order
      that shall then be in effect restraining or prohibiting the completion of the
      transactions contemplated hereby.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (d) No
      Litigation.
      There
      shall not be any action, suit or proceeding pending or threatened that seeks
      to
      make the consummation of the transactions contemplated hereby illegal or
      otherwise restrict or prohibit consummation thereof.

    


    6. Indemnification.

    


    (a) Seller
      Indemnities.
      Each of
      the Sellers hereby agrees to indemnify and hold harmless each of the Purchasers
      and their affiliates from and against any and all damages, claims, losses or
      expenses (including reasonable attorneys’ fees and expenses) (“Damages”)
      actually suffered or paid by the Purchasers or their affiliates as a result
      of
      the breach of any representation or warranty made by that Seller in this
      Agreement. To the extent that the Seller’s undertakings set forth in this
      Section 6(a) may be unenforceable, the applicable Seller shall contribute the
      maximum amount that it is permitted to contribute under applicable law to the
      payment and satisfaction of all Damages incurred by the parties entitled to
      indemnification hereunder.

    


    (b) Purchaser
      Indemnities.
      The
      Purchasers hereby agree to indemnify and hold harmless each of the Sellers
      and
      their affiliates from and against any and all Damages actually suffered or
      paid
      by the Sellers or their affiliates as a result of the breach of any
      representation or warranty made by the Purchasers in this Agreement. To the
      extent that the Purchaser’s undertakings set forth in this Section 6(b) may be
      unenforceable, the Purchasers shall contribute the maximum amount that they
      are
      permitted to contribute under applicable law to the payment and satisfaction
      of
      all Damages incurred by the parties entitled to indemnification
      hereunder.

    


    (c) Procedures.
      The
      party seeking indemnification under this Section 6 (an “Indemnified
      Party”)
      shall
      give each party from whom indemnification is being sought (each, an
“Indemnifying
      Party”)
      notice
      of any matter for which such Indemnified Party is seeking indemnification,
      stating the amount of the Damages, if known, and method of computation thereof,
      and containing a reference to the provisions of this Agreement in respect of
      which such right of indemnification is claimed or arises. The obligations of
      an
      Indemnifying Party under this Section 6 with respect to Damages arising from
      any
      claims of any third party which are subject to the indemnification provided
      for
      in this Section 6 collectively, (“Third
      Party Claims”)
      shall
      be governed by and contingent upon the following additional terms and
      conditions: if an Indemnified Party shall receive initial notice of any Third
      Party Claim, the Indemnified Party shall give the Indemnifying Party notice
      of
      such Third Party Claim within such time frame as is necessary to allow for
      a
      timely response and in any event within 30 days of the receipt by the
      Indemnified Party of such notice; provided, however, that the failure to provide
      such timely notice shall not release the Indemnifying Party from any of its
      obligations under this Section 6 except to the extent the Indemnifying Party
      is
      materially prejudiced by such failure. The Indemnifying Party shall be entitled
      to assume and control the defense of such Third Party Claim at its expense
      and
      through counsel of its choice if it gives notice of its intention to do so
      to
      the Indemnified Party within 30 days of the receipt of such notice from the
      Indemnified Party; provided, however, that if there exists or is reasonably
      likely to exist a conflict of interest that would make it inappropriate in
      the
      judgment of the Indemnified Party (upon advice of counsel) for the same counsel
      to represent both the Indemnified Party and the Indemnifying Party, then the
      Indemnified Party shall be entitled to retain its own counsel, at the expense
      of
      the Indemnifying Party, provided that the Indemnified Party and such counsel
      shall contest such Third Party Claims in good faith. In the event the
      Indemnifying Party exercises the right to undertake any such defense against
      any
      such Third Party Claim as provided above, the Indemnified Party shall cooperate
      with the Indemnifying Party in such defense and make available to the
      Indemnifying Party, at the Indemnifying Party's expense, all witnesses,
      pertinent records, materials and information in the Indemnified Party’s
      possession or under the Indemnified Party’s control relating thereto as is
      reasonably required by the Indemnifying Party. Similarly, in the event the
      Indemnified Party is, directly or indirectly, conducting the defense against
      any
      such Third Party Claim, the Indemnifying Party shall cooperate with the
      Indemnified Party in such defense and make available to the Indemnified Party,
      at the Indemnifying Party’s expense, all such witnesses, records, materials and
      information in the Indemnifying Party’s possession or under the Indemnifying
      Party’s control relating thereto as is reasonably required by the Indemnified
      Party. The Indemnifying Party shall not, without the written consent of the
      Indemnified Party, (i) settle or compromise any Third Party Claim or consent
      to
      the entry of any judgment which does not include as an unconditional term
      thereof the delivery by the claimant or plaintiff to the Indemnified Party
      of a
      written release from all liability in respect of such Third Party Claim or
      (ii)
      settle or compromise any Third Party Claim in any manner that may adversely
      affect the Indemnified Party. Finally, no Third Party Claim which is being
      defended in good faith by the Indemnifying Party or which is being defended
      by
      the Indemnified Party as provided above in this Section 6(b) shall be settled
      by
      the Indemnified Party without the written consent of the Indemnifying
      Party.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    7. Miscellaneous.

    


    (a) Expenses.
      The
      parties hereto shall pay all of their own expenses relating to the transactions
      contemplated by this Agreement, including, without limitation, the fees and
      expenses of their respective counsel, financial advisors and
      accountants.

    


    (b) Captions.
      The
      section numbers and captions used herein are for reference purposes only, and
      shall not in any way affect the meaning or interpretation of this
      Agreement.

    


    (c) Notices.
      Any
      notice or other communications required or permitted hereunder shall be
      sufficiently given if delivered in person or sent by telecopy or by registered
      or certified mail, postage prepaid, addressed, if to any of the Purchasers
      or to
      the Sellers at the addresses set forth on the signature page hereof, or such
      other address or number as shall be furnished in writing by any such party,
      and
      such notice or communication shall be deemed to have been given as of the date
      so delivered, sent by telecopy or mailed.

    


    (d) Parties
      in Interest.
      This
      Agreement may not be transferred, assigned, pledged or hypothecated by any
      party
      hereto, other than by operation of law. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    (e) Counterparts.
      This
      Agreement may be executed in two or more counterparts, all of which taken
      together shall constitute one instrument.

    


    (f) Entire
      Agreement.
      This
      Agreement, together with the Funding Agreement, contains the entire
      understanding of the parties hereto with respect to the subject matter contained
      herein. This Agreement supersedes all prior agreements and understandings
      between the parties with respect to such subject matter.

    


    (g) Jurisdiction
      and Venue.
      Each of
      the parties hereby: (a) irrevocably submits to the non-exclusive personal
      jurisdiction of any state or federal court sitting in Harris County, Texas,
      over
      any claim arising out of or relating to this Agreement and irrevocably agrees
      that all such claims may be heard and determined in such court; and (b)
      irrevocably waives, to the fullest extent permitted by applicable law, any
      objection it may now or hereafter have to the laying of venue in any proceeding
      brought in a state or federal court sitting in Harris County, Texas, and any
      claim that any such proceeding brought in a state or federal court sitting
      in
      Harris County, Texas, has been brought in an inconvenient forum. 

    


    IN
      WITNESS WHEREOF, each of the parties have caused this Agreement to be executed
      by themselves or by their respective officers thereunto duly authorized, all
      as
      of the day and year first above written.

    


    
      	
              SELLERS:

            	
              /s/
                Mark Trimble

            
	 	
              Mark
                Trimble

            	 
	 	
              Address:

            	
              _________________________

            
	 	 	
              _________________________

            
	 	 	 
	 	
              /s/
                John Peper

            	 
	 	
              John
                Peper

            	 
	 	
              Address:

            	
              _________________________

            
	 	 	
              _________________________

            


    

     

    
      	
              ISSUER:

            	
              INTELLIHOME,
                INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                Mark Trimble

            
	 	 	
              Mark
                Trimble

            
	 	 	
              President

            
	 	 	
              5150
                Franz Rd., Suite 100

            
	 	 	
              Katy,
                Texas 77493

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      


      
        	
                PURCHASERS:

              	
                STARR
                  CONSULTING, INC.

              
	 	 	 
	 	
                By:

              	
                /s/
                  Daniel Starczewski

              
	 	
                Name: 

              	
                Daniel
                  Starczewski

              
	 	
                Title:

              	
                President

              
	 	
                Stock
                  Purchased:

              
	 	
                Address:
                  932 Burke St.

              
	 	 	
                Winston
                  Salem, NC 27101

              
	 	 	 
	 	
                POWER
                  NETWORK, INC.

              
	 	 	 
	 	
                By:

              	
                /s/
                  Joe V. Overcash

              
	 	
                Name:

              	
                Joe
                  V. Overcash

              
	 	
                Title:

              	
                President

              
	 	
                Stock
                  Purchased:

              
	 	
                Address:
                  1020 Brookstown Ave., Ste. 30

              
	 	 	
                Winston
                  Salem, NC 27101

              
	 	 	 
	 	
                BAF
                  CONSULTING, INC.

              
	 	 	 
	 	
                By:

              	
                /s/
                  Barbara Morelli

              
	 	
                Name:

              	
                Barbara
                  Morelli

              
	 	
                Title:

              	
                President

              
	 	
                Stock
                  Purchased:

              
	 	
                Address:
                  932 Burke St.

              
	 	 	
                Winston
                  Salem, NC 27101

              
	 	 	 
	 	
                NEW
                  AGE SPORTS, INC.

              
	 	 	 
	 	
                By:

              	
                /s/
                  Ashley Martinez

              
	 	
                Name:

              	
                Ashley
                  Martinez

              
	 	
                Title:

              	
                President

              
	 	
                Stock
                  Purchased:

              
	 	
                Address:
                  1020 Brookstown Ave., Ste. 30

              
	 	 	
                Winston
                  Salem, NC 27101

              
	 	 	 
	 	
                PROJECT
                  DEVELOPMENT, INC.

              
	 	 	 
	 	
                By:

              	
                /s/
                  Daniel Motsinger

              
	 	
                Name:

              	
                Daniel
                  Motsinger

              
	 	
                Title:

              	
                President

              
	 	
                Stock
                  Purchased:

              
	 	
                Address:
                  932 Burke St.

              
	 	 	
                Winston
                  Salem, NC 27101

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	 	
                SEVILLE
                  CONSULTING, INC.

              
	 	 
	 	
                By:

              	
                /s/
                  Kelli M. Myers

              
	 	
                Name: 

              	
                Kelli
                  M. Myers

              
	 	
                Title:

              	
                President

              
	 	
                Stock
                  Purchased:

              
	 	
                Address:
                  1020 Brookstown Ave., Ste. 30

              
	 	 	
                Winston
                  Salem, NC 27101

              
	 	 	 
	 	
                MBA
                  INVESTORS

              
	 	 	 
	 	
                By:

              	
                /s/
                  Thomas Pierson

              
	 	
                Name:

              	
                Thomas
                  Pierson

              
	 	
                Title:

              	
                President

              
	 	
                Stock
                  Purchased:

              
	 	
                Address:
                  8050 W. University Dr. #202

              
	 	 	
                Tamarac,
                  FL 33321

              
	 	 	 
	 	
                YT2K,
                  INC.

              
	 	 	 
	 	
                By:

              	
                /s/
                  Richard Muller

              
	 	
                Name:

              	
                Richard
                  Muller

              
	 	
                Title:

              	
                President

              
	 	
                Stock
                  Purchased:

              
	 	
                Address:
                  8050 W. University Dr. #202

              
	 	 	
                Tamarac,
                  FL 33321

              
	 	 	 
	 	
                ACTIVE
                  STEALTH, LLC

              
	 	 	 
	 	
                By:

              	
                /s/
                  Richard Muller

              
	 	
                Name:

              	
                Richard
                  Muller

              
	 	
                Title:

              	
                Manager

              
	 	
                Stock
                  Purchased:

              
	 	
                Address:
                  8050 W. University Dr. #202

              
	 	 	
                Tamarac,
                  FL 33321

              


      

      


      
        
          
          

        

        
          8