THIS
      NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NEITHER THIS NOTE NOR
      THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAS BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
      APPLICABLE STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE
      UPON CONVERSION OF THIS NOTE MAY BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED
      EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT
      OR PURSUANT TO AN AVAILABLE EXEMPTION OR EXCLUSION FROM THE REGISTRATION
      REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES
      LAWS.

    


    
      	
              No.
                ____

            	
              $__________

            


    

    


    IntelliHome,
      Inc.

    


    8.0%
      Convertible Note Due June 30, 2009

    


    Section
      1. General.

    


    FOR
      VALUE
      RECEIVED, IntelliHome, Inc., a Texas corporation (the “Company”),
      hereby promises to pay to the order of _____________________, or its registered
      assigns (the “Investor”),
      the
      principal sum of ____________________________ DOLLARS AND ZERO CENTS
      ($_________), or such lesser amount as shall then equal the outstanding
      principal amount hereof, together with interest thereon at a rate equal to
      8%
      (the “Interest Rate”) per annum, simple interest computed on the basis of the
      actual number of days elapsed and a year of 360 days comprised of twelve 30
      day
      months. Unless earlier redeemed in accordance with Section 2 or converted in
      accordance with Section 5, all unpaid principal, together with any then unpaid
      and accrued interest and other amounts payable hereunder, shall be due and
      payable on the earlier of (i) June 30, 2009 (the “Maturity
      Date”);
      or
      (ii) when such amounts become due and payable as a result of, and following,
      an
      Event of Default in accordance with Section 3. All payments required to be
      made
      hereunder, if any, shall be made in such coin or currency of the United States
      of America as at the time of payment shall be legal tender therein for the
      payment of public and private debts. Interest shall accrue on the unpaid balance
      of the principal amount of this Note (without any compounding) from and
      including the date hereof to, but excluding, the date on which the principal
      amount of this Note is paid in full (or converted in accordance with Section
      5
      hereof) and shall be payable on the Maturity or, at the written election of
      the
      Investor, quarterly, commencing ninety (90) days after the date hereof and
      continuing until the outstanding principal amount hereof shall be paid in
      full.

    


    This
      is
      one of a duly authorized issue of notes (this note being referred to as the
      “Note”
and,
      collectively, all similar notes issued by the Company pursuant to a Note
      Purchase Agreement (the “Purchase
      Agreement”),
      dated
      June 5, 2008, between the Company and the various investors named therein,
      being
      referred to as the “Notes”)
      of the
      Company in an anticipated aggregate principal amount of up to US$575,000. All
      capitalized terms not otherwise defined herein shall have the meaning set forth
      in the Purchase Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      2. Defaults.

    


    The
      occurrence of any of the following shall constitute an “Event
      of Default”
under
      this Note:

    


    (a)
       The
      Company shall fail to pay (i) when due any principal or interest payment hereof
      on the due date hereunder or (ii) any other payment required under the terms
      of
      this Note on the date due and such payment shall not have been made within
      five (5) days of Company’s receipt of Investor’s written notice to Company
      of such failure to pay; or

    


    (b) The
      Company shall fail to observe or perform any other covenant, obligation,
      condition or agreement contained in this Note (other than those specified in
      Section 2(a)) and such failure shall continue for ten (10) days after
      written notice thereof is delivered to the Company; or

     

    (c) Any
      representation, warranty, certificate, or other statement (financial or
      otherwise) made or furnished by or on behalf of the Company to the Investor
      in
      writing in connection with this Note, or as an inducement to the Investor to
      purchase this Note, shall be false, incorrect, incomplete or misleading in
      any
      material respect when made or furnished; or

     

    (d) The
      Company shall (i) apply for or consent to the appointment of a receiver,
      trustee, liquidator or custodian of itself or of all or a substantial part
      of
      its property, (ii) make a general assignment for the benefit of its or any
      of its creditors, (iii) be dissolved or liquidated in full or in part,
      (iv) commence a voluntary case or other proceeding seeking liquidation,
      reorganization or other relief with respect to itself or its debts under any
      bankruptcy, insolvency or other similar law now or hereafter in effect or
      consent to any such relief or to the appointment of or taking possession of
      its
      property by any official in an involuntary case or other proceeding commenced
      against it, or (v) take any action for the purpose of effecting any of the
      foregoing; or

     

    (e) Proceedings
      for the appointment of a receiver, trustee, liquidator or custodian of the
      Company or of all or a substantial part of the property thereof, or an
      involuntary case or other proceedings seeking liquidation, reorganization or
      other relief with respect to the Company or the debts thereof under any
      bankruptcy, insolvency or other similar law now or hereafter in effect shall
      be
      commenced and an order for relief entered or such proceeding shall not be
      dismissed or discharged within thirty (30) days of
      commencement.

     

    Section
      3. Rights
      Of Investor Upon Default.

    


    Upon
      the
      occurrence or existence of any Event of Default (other than an Event of Default
      referred to in Sections 2(d) or 2(e) hereof) and at any time thereafter during
      the continuance of such Event of Default, the Investor may, by written notice
      to
      the Company, declare all outstanding amounts payable by the Company hereunder
      to
      be immediately due and payable without presentment, demand, protest or any
      other
      notice of any kind, all of which are hereby expressly waived, anything contained
      herein to the contrary notwithstanding. Upon the occurrence or existence of
      any
      Event of Default described in Sections 2(d) or 2(e) hereof, immediately and
      without notice, all outstanding amounts payable by the Company hereunder shall
      automatically become immediately due and payable, without presentment, demand,
      protest or any other notice of any kind, all of which are hereby expressly
      waived, anything contained herein to the contrary notwithstanding. In addition
      to the foregoing remedies, upon the occurrence or existence of any Event of
      Default, the Investor may exercise any other right, power or remedy permitted
      to
      it by law, either by suit in equity or by action at law, or both.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Section
      4. Conversion.

    


    (a) Investor
      Conversion.
      At any
      time on or after the Full Funding Date, and from time to time prior to the
      Maturity Date, the Investor may, at its sole and exclusive option, convert
      all
      or any part of the principal and interest outstanding under this Note into
      fully
      paid and nonassessable shares of Common Stock of the Company at a conversion
      price per share of Common Stock equal to $0.005, subject to adjustment as
      provided in Section 5 hereof (the “Conversion
      Price”).

    


    (b) Mechanics
      and Effect Of Conversion.
      No
      fractional shares of Common Stock shall be issued upon conversion of this Note.
      Upon the conversion of the entire principal outstanding under this Note, in
      lieu
      of issuing any fractional shares to the Investors, the Company shall pay to
      the
      Investor the amount of outstanding principal that is not so converted. On
      partial conversion of this Note, the Company shall issue to the Investor (i)
      the
      shares of Common Stock into which a portion of this Note is converted and (ii)
      a
      new convertible promissory note having identical terms to this Note, except
      that
      the principal amount thereof shall equal to the difference between (A) the
      principal amount of this Note immediately prior to such conversion minus (B)
      the
      portion of such principal amount converted into Common Stock. Upon conversion
      of
      this Note pursuant to this Section 4, the Investor shall surrender this Note,
      duly endorsed, at the principal office of the Company. At its expense, the
      Company shall, as soon as practicable thereafter, issue and deliver to the
      Investor at such principal office a certificate or certificates for the number
      of shares of Common Stock, to which the Investor shall be entitled upon such
      conversion (bearing such legends as are required by applicable state and federal
      securities laws in the opinion of counsel to the Company), together with any
      other securities and property to which the Investor is entitled upon such
      conversion under the terms of this Note.

    


    (c) Reservation
      of Stock Issuable Upon Conversion.
      The
      Company shall at all times reserve and keep available out of its authorized
      but
      unissued shares of capital stock of the Company, solely for the purpose of
      effecting the conversion of this Note, such number of its shares of capital
      stock of the Company as shall from time to time be sufficient to effect the
      conversion of this Note; and if at any time the number of authorized but
      unissued shares of capital stock of the Company shall not be sufficient to
      effect the conversion of this Note, the Company hereby covenants and agrees
      to
      take such corporate action as may, in the opinion of its counsel, be necessary
      to increase its authorized but unissued shares of capital stock to such number
      of shares as shall be sufficient for such purpose.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (d) Payment
      of Expenses and Taxes on Conversion.
      The
      Company shall pay all expenses, taxes and other charges payable in connection
      with the preparation, execution, issuance and delivery of stock certificates
      and
      new promissory notes pursuant to this Section 4 hereof, except that, in the
      event such stock certificates or new promissory notes shall be registered in
      a
      name or names other than the name of the holder of this Note, funds sufficient
      to pay all stock transfer fees, which shall be payable upon the execution and
      delivery of such stock certificate or certificates or new promissory notes,
      shall be paid by the holder hereof to the Company at the time of delivering
      this
      Note to the Company upon conversion.

    


    Section
      5. Conversion
      Price Adjustments.

    


    (a) Adjustments
      For Stock Splits and Combinations.
      If the
      Company shall at any time or from time to time after the date of original
      issuance of this Note (the “Date
      of Original Issue”)
      effect
      a stock split or subdivision of the outstanding Common Stock, the Conversion
      Price in effect immediately before that subdivision shall be proportionately
      decreased, and, conversely, if the Company shall at any time or from time to
      time after the Date of Original Issue combine the outstanding shares of Common
      Stock (including by way of reverse stock split) into a smaller number of shares,
      the Conversion Price in effect immediately before the combination shall be
      proportionately increased. Any adjustment under this Section 5(a) shall become
      effective at the close of business on the date the stock split, subdivision
      or
      combination becomes effective.

    


    (b) Adjustments
      For Common Stock Dividends and Distributions.
      If the
      Company at any time or from time to time after the Date of Original Issue
      issues, or fixes a record date for the determination of holders of Common Stock
      entitled to receive, a dividend or other distribution payable solely in
      additional shares of Common Stock, the Conversion Price that is then in effect
      shall be decreased as of the time of such issuance or, in the event such record
      date is fixed, as of the close of business on such record date, by multiplying
      the Conversion Price by a fraction (i) the numerator of which is the total
      number of shares of Common Stock issued and outstanding immediately prior to
      the
      time of such issuance or the close of business on such record date, and (ii)
      the
      denominator of which is the sum of the total number of shares of Common Stock
      issued and outstanding immediately prior to the time of such issuance or the
      close of business on such record date plus the number of shares of Common Stock
      issuable in payment of such dividend or distribution; provided, however, that
      if
      such record date is fixed and such dividend is not fully paid or if such
      distribution is not fully made on the date fixed therefor, the Conversion Price
      shall be recomputed accordingly as of the close of business on such record
      date
      and thereafter the Conversion Price shall be adjusted pursuant to this Section
      5(b) to reflect the actual payment of such dividend or
      distribution.

    


    (c) Adjustments
      For Other Dividends and Distributions.
      If the
      Company at any time or from time to time after the Date of Original Issue
      issues, or fixes a record date for the determination of holders of Common Stock
      entitled to receive, a dividend or other distribution payable in securities
      of
      the Company other than shares of Common Stock or in other property, in each
      such
      event provision shall be made so that the Investor shall receive upon conversion
      hereof, in addition to the number of shares of Common Stock receivable hereupon,
      the amount of securities of the Company or other property which such Investor
      would have received had this Note been converted into Common Stock on the date
      of such event and had it thereafter, during the period from the date of such
      event to and including the conversion date, retained such securities or other
      property receivable by it as aforesaid during such period, subject to all other
      adjustments called for during such period under this Section 5 with respect
      to
      the rights of the Investor or with respect to such other securities or other
      property by their terms. As used herein, the term “other property” does not
      include cash.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Adjustments
      For Reclassification, Exchange and Substitution.
      If at
      any time or from time to time after the Date of Original Issue, the Common
      Stock
      issuable upon the conversion of this Note is changed into the same or a
      different number of shares of any class or series of stock, whether by
      recapitalization, reclassification or otherwise (other than a subdivision or
      combination of shares or stock dividend or a reorganization, merger,
      consolidation or sale of assets provided for elsewhere in this Section 5),
      then
      in any such event the Investor shall have the right thereafter to convert this
      Note into the kind and amount of stock and other securities and property
      receivable upon such recapitalization, reclassification or other change by
      holders of the number of shares of Common Stock into which this Note could
      have
      been converted immediately prior to such recapitalization, reclassification
      or
      change, all subject to further adjustment as provided herein or with respect
      to
      such other securities or property by the terms thereof.

    


    (e) Certificate
      of Adjustment.
      In each
      case of an adjustment or readjustment of the Conversion Price for the number
      of
      shares of Common Stock or other securities issuable upon conversion of this
      Note, the Company, at its own expense, shall cause its Treasurer to compute
      such
      adjustment or readjustment in accordance with the provisions hereof and prepare
      a certificate showing such adjustment or readjustment, and shall mail such
      certificate, by first class mail, postage prepaid, to the Investor at the
      Investor's address as shown in the Company's books. The certificate shall set
      forth such adjustment or readjustment, showing in detail the facts upon which
      such adjustment or readjustment is based. 

    


    (f) Notice
      of Record Date.
      Upon
      (i) the establishment by the Company of a record of the holders of any class
      of
      securities for the purpose of determining the holders thereof who are entitled
      to receive any dividend or other distribution, or (ii) any capital
      reorganization of the Company, any reclassification or recapitalization of
      the
      capital stock of the Company, any merger or consolidation of the Company with
      or
      into any other Company, or any transfer of all or substantially all the assets
      of the Company to any other person or any voluntary or involuntary dissolution,
      liquidation or winding up of the Company, the Company shall mail to the Investor
      at least 20 days prior to the record date specified therein a notice specifying
      (A) the date on which any such record is to be taken for the purpose of such
      dividend or distribution and a description of such dividend or distribution,
      (B)
      the date on which any such reorganization, reclassification, transfer,
      consolidation, merger, dissolution, liquidation or winding up is expected to
      become effective, and (C) the date, if any, that is to be fixed as to when
      the
      holders of record of Common Stock (or other securities), shall be entitled
      to
      exchange their shares of Common Stock (or other securities), for securities
      or
      other property deliverable upon such reorganization, reclassification transfer,
      consolidation, merger, dissolution, liquidation or winding up.

    


    (g) No
      Impairment.
      The
      Company shall not amend its Articles of Incorporation or participate in any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action for the purpose of avoiding
      or
      seeking to avoid the observance or performance of any of the terms to be
      observed or performed hereunder by the Company, but shall at all times in good
      faith assist in carrying out all such action as may be reasonably necessary
      or
      appropriate in order to protect the conversion rights of the Investor against
      dilution or other impairment as provided herein.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      6. Defenses.

    


    The
      obligations of the Company under this Note shall not be subject to reduction,
      limitation, impairment, termination, defense, set-off, counterclaim or
      recoupment for any reason.

    


    Section
      7. Exchange
      or Replacement of Notes.

    


    (a) The
      Investor may, at its option, in person or by duly authorized attorney, surrender
      this Note for exchange, at the principal business office of the Company, and
      receive in exchange therefore, a new Note in the same principal amount as the
      unpaid principal amount of this Note and bearing interest at the same annual
      rate as this Note, each such new Note to be dated as of the date of this Note
      and to be in such principal amount as remains unpaid and payable to such person
      or persons, or order, as the Investor may designate in writing.

    


    (b) Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction, or mutilation of this Note and (in the case of loss, theft or
      destruction) of an indemnity reasonably satisfactory to it, and upon surrender
      and cancellation of this Note, if mutilated, the Company will deliver a new
      Note
      of like tenor in lieu of this Note. Any Note delivered in accordance with the
      provisions of this Section 7 shall be dated as of the date of this
      Note.

    


    Section
      8. Attorneys’
      and Collection Fees.

    


    Should
      the indebtedness evidenced by this Note or any part hereof be collected at
      law
      or in equity or in bankruptcy, receivership or other court proceedings, the
      Company agrees to pay, in addition to the principal and interest due and payable
      hereon, all costs of collection, including reasonable attorneys’ fees and
      expenses, incurred by the Investor in collecting or enforcing this
      Note.

    


    Section
      9. Waivers.

    


    The
      Company hereby waives presentment, demand for payment, notice of dishonor,
      notice of protest and all other notices or demands in connection with the
      delivery, acceptance, performance or default of this Note. No delay by the
      Investor in exercising any power or right hereunder shall operate as a waiver
      of
      any power or right, nor shall any single or partial exercise of any power or
      right preclude other or further exercise thereof, or the exercise thereof,
      or
      the exercise of any other power or right hereunder or otherwise; and no waiver
      whatsoever or modification of the terms hereof shall be valid unless set forth
      in writing by the Investor and then only to the extent set forth
      therein.

    


    Section
      10. Amendments.

    


    This
      Note
      may not be amended without the express written consent of both the Company
      and
      the Investor.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      11. Governing
      Law.

    


    This
      Note
      is made and delivered in, and shall be governed by and construed in accordance
      with the laws of the State of Texas (without giving effect to principles of
      conflicts of laws of the State of Texas or any other state). Any action to
      enforce the terms of this Note shall be exclusively brought in the state and/or
      federal courts in Harris County, Texas. 

    


    Section
      12. Successors
      and Assigns.

    


    The
      rights and obligations of the Company and the Investor under this Note shall
      be
      binding upon and benefit the successors, assigns, heirs, administrators and
      transferees of the parties. Notwithstanding the foregoing, neither this Note
      nor
      any of the rights, interests or obligations hereunder may be assigned, by
      operation of law or otherwise, in whole or in part, by the Company, without
      the
      prior written consent of the Investor

    


    Section
      13. Notices.

    


    All
      notices, requests, demands and other communications to any party hereunder
      shall
      be in writing (including facsimile or similar writing) and shall be given to
      such party at its address or facsimile number set forth below or such other
      address or facsimile number as such party may hereafter specify by notice to
      the
      other parties listed below:

     

    
      
        	
                (a)

              	
                If to the Company:

              	
                IntelliHome,
                  Inc.

              
	 	 	
                5150
                  Franz Rd., Suite 100

              
	 	 	
                Katy,
                  Texas 77493

              
	 	 	
                Telephone:

              	
                281-391-4199

              
	 	 	
                Facsimile:

              	
                281-391-0624

              
	 	 	 	 
	(b)	If
                to the Investor: At the address shown on the signature
                page 


      

       

    

    Each
      such
      notice, request or other communication shall be effective (i) upon receipt
      (provided, however, that notices received on a Saturday, Sunday or legal holiday
      or after 5:00 p.m. on any other day will be deemed to have been received on
      the
      next business day), if given by legible facsimile transmission with proof from
      sender of confirmation of receipt, or (ii) if given by any other means, when
      delivered at the address specified in this Section 13.

    


    Section
      14. No
      Rights of Stockholders.
      

    


    Except
      as
      otherwise provided herein, this Note shall not entitle the Investor to any
      of
      the rights of a stockholder of the Company, including without limitation, the
      right to vote, to receive dividends and other distributions, or to receive
      any
      notice of, or to attend, meetings of stockholders or any other proceedings
      of
      the Company, unless and to the extent converted into shares of Common Stock
      in
      accordance with the terms hereof.

    


    Section
      15. Entire
      Agreement.
      

    


    This
      Note
      and the Purchase Agreement constitute the full and entire understanding and
      agreement between the parties with regard to the subjects hereto and
      thereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Section
      16. Headings.
      

    


    The
      headings used in this Note are used for convenience only and are not to be
      considered in construing or interpreting this Note.

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Note to be duly executed by its duly authorized officer
      as of the date indicated below.

    


    
      	 	
              IntelliHome,
                Inc.

            
	
              Date:
                June __, 2008

            	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	
              Name:

            	
              Mark
                Trimble

            
	 	
              Title:

            	
              President

            


    

    


    Note
      No.  _____________________

    Amount:  $____________________

    Investor
      Name:   _____________________

    Address:  _____________________

             
      _____________________

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

     

    CONVERSION
      NOTICE

    


    (To
      be
      Executed by the Registered Holder

    in
      order
      to Convert the Note)

    


    The
      undersigned hereby irrevocably elects to convert the above Note No. _____ into
      shares of Common Stock, $0.001 par value per share, of IntelliHome, Inc.
      according to the provisions hereof, as of the date written below.

    


    
      	
              Conversion
                calculations:

            	
               
                

            	 
	 	
              Date
                of Conversion Notice

            	 
	 	 	 
	 	
               
                

            	 
	 	
              Principal
                Amount of Note to be Converted

            	 
	 	 	 
	 	
               
                

            	 
	 	
              Conversion
                Price

            	 
	 	 	 
	 	
               
                

            	 
	 	
              Number
                of Shares to be Issued Upon Conversion

            	 
	 	 	 
	 	
               
                

            	 
	 	
              Signature

            	 
	 	 	 
	 	
               
                

            	 
	 	
              Name

            	 
	 	 	 
	 	
                
                

            	 
	 	
              Address

            	 


    

    


    
      
        
        

      

      
        9