STOCK
OPTION AGREEMENT




This
Stock Option Agreement (this “Agreement”) is made as of March 23, 2010 by and
between Horne International, Inc. (the “Corporation”) and Intelligent Decisions,
Inc. (the “Optionee”).




RECITALS




A.           Optionee
is a corporation organized and existing under the laws of the state of
Virginia.  As consideration for services and a Line of Credit as
described in the Services Agreement between Horne International, Inc. and
Intelligent Decisions, Inc. dated March 23, 2010, the Corporation’s board of
directors has agreed to grant stock options to the Optionee to purchase shares
of the Corporation’s common stock (the “Shares”).  The stock options
granted herein are not “incentive stock options” under Section 422 of the
Internal Revenue Code of 1986, as amended.




NOW
THEREFORE, specifically incorporating these recitals herein, it is agreed as
follows:




AGREEMENT




SECTION
1


GRANT OF
OPTIONS




1.1           NUMBER
OF SHARES.  Subject to the terms and conditions of this Agreement, the
Corporation grants to Optionee, Options to purchase from the Corporation
8,333,333 shares (the “Option Shares”).




1.2           EXERCISE
PRICE.  Each Option Share is exercisable, upon vesting, at price of
$0.09 (“Option Price”)




1.3           TERM.




(a)
            The
      Expiration Date for all Options issued hereunder shall be February 17,
      2017.




(b)
            The
      Corporation and the Optionee agree that the Expiration Date for all
      Options issued pursuant to any stock option agreement previously executed
      by the Corporation and the Optionee in connection with the Amended and
      Restated Number 1 2004 Non-Statutory Stock Option Plan or the 2004
      Non-Statutory Stock Option Plan shall be the date that is the three (3)
      year anniversary of the date of such stock option agreement and that such
      stock option agreement shall be deemed amended to the extent provided for
      in this subsection 1.3(b).




1.4           VESTING.  The
Options granted herein shall vest on February 17, 2010.




1.5           CONDITIONS
OF OPTION.  The Options may be exercised as follows:




(a)4,166,667
options shall be exercisable immediately upon vesting, subject to the terms and
conditions as set forth in this Agreement.




(b)
4,166,666 options shall be exercisable when Horne International, Inc. has a
market share price of $.50 which is sustained for a period of not less than
thirty (30) days or upon Horne International, Inc. achieving annual gross
revenue of $15,000,000.00.







SECTION
2


EXERCISE
OF OPTION




2.1           DATE
EXERCISABLE.  The Options shall become exercisable by Optionee in
accordance with Section 1.5 above.




2.2           MANNER
OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK.  The Options may
be exercised by the Optionee, in whole or in part, by giving written notice to
the Secretary of the Corporation, setting forth the number of Shares with
respect to which Options are being exercised.  The purchase price of
the Option Shares upon exercise of the Options by the Optionee shall be paid in
full in cash, or as otherwise permitted by the Company’s stock option
plan.




2.3           STOCK
CERTIFICATES.  Promptly after any exercise in whole or in part of the
Options by Optionee, the Corporation shall deliver to Optionee a certificate or
certificates for the number of Shares with respect to which the Options were so
exercised, registered in Optionee’s name.




SECTION
3


NONTRANSFERABILITY




3.1           RESTRICTION.  The
Options are not transferable by Optionee without the Corporation’s prior
approval.




SECTION
4


NO RIGHTS
AS SHAREHOLDER PRIOR TO EXERCISE




4.1           Optionee
shall not be deemed for any purpose to be a shareholder of Corporation with
respect to any shares subject to the Options under this Agreement to which the
Options shall not have been exercised.




SECTION
5


ADJUSTMENTS




5.1           NO
EFFECT ON CHANGES IN CORPORATION’S CAPITAL STRUCTURE.  The existence
of the Options shall not affect in any way the right or power of the Corporation
or its shareholders to make or authorize any adjustments, recapitalization,
reorganization, or other changes in the Corporation’s capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting the
Option Shares, or the dissolution or liquidation of the Corporation, or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.




5.2           ADJUSTMENT
TO OPTION SHARES.  The Option Shares are subject to adjustment upon
recapitalization, reclassification, consolidation, merger, reorganization, stock
dividend, reverse or forward stock split and the like.  If the
Corporation shall be reorganized, consolidated or merged with another
corporation, Optionee shall be entitled to receive upon the exercise of the
Option the same number and kind of shares of stock or the same amount of
property, cash or securities as Optionee would have been entitled to receive
upon the happening of any such corporate event as if Optionee had been,
immediately prior to such event, the holder of the number of Shares covered by
the Option.




2




SECTION
6


OPTIONEE
NOT IN GOOD STANDING OR DISSOLVED




6.1      
   In the event the Optionee is not in good standing in its state
of incorporation and remains not in good standing for a period of six (6) months
or longer then the options shall expire thirty (30) days after written notice by
the Corporation.





6.2   
      In the event the Optionee is dissolved,
either voluntarily or involuntarily, then the options shall expire on the date
of dissolution.





SECTION
7


CHANGE IN
CONTROL





7.1  In
the event of a “Change in Control”of the Company the Options
granted herein shall immediately vest, with out regard to the requirements set
forth in Section 1.4 of this Agreement and shall be exercisable in accordance
with the terms of Section 2 of this Agreement and Sections 9 and 10 of the Horne International, Inc.
(formerly Spectrum Sciences & Software Holdings Corp.) Amended and Restated
Number 2 2004 Non-Statutory Stock Option Plan, adopted November 15, 2004
which are incorporated by reference herein.




7.2.  The
term “Change in Control” as used in this Agreement means a change of control of
a nature that would be required to be reported pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended, whether or not the Company is
then subject to the reporting requirement; provided that, whether or not any of
the following events would constitute a change of control of such a nature, a
“Change in Control” shall be deemed to occur for purposes of this Agreement if
and when any of the following events occur:




1) any
“person” (as such term is used in 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934, as amended) other than –




a) the Company




b) a Subsidiary




c) a trustee or other fiduciary
holding securities




d) an underwriter engaged in a
distribution of Company stock to the public with the Company’s written
consent,




becomes
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of Voting Securities that represents more than fifty percent
(50%) of the combined voting power of the then outstanding Voting
Securities.




2) the
stockholders of the Company approve a merger, consolidation, recapitalization or
reorganization of the Company or a Subsidiary, reverse split of any class of
Voting Securities , or the consummation of any such transaction if stockholder
approval is not obtained.




3




3)  the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the company’s assets other than any such transaction which
would result in a related party owning or acquiring more than fifty percent
(50%) of the assets owned by the Company immediately prior to the
transaction.  A “related Party” shall mean a subsidiary, an employee
or group of employees of the Company or any subsidiary, a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
any subsidiary, or a corporation or other form of business entity owned directly
or indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of voting securities.




SECTION
8


REGISTRATION
RIGHTS




8.1           REGISTRATION
RIGHTS.  In the event that the Option Shares are not registered
pursuant to an effective registration statement at the time of issuance, the
Optionee shall enjoy the following registration rights.  If the
Company proposes to register (including, for this purpose, a registration
effected by the Company for stockholders other than the Optionee) any of its
Common Stock under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the “Securities Act”) and the registration
form to be used may be used for the registration of the Option Shares, the
Company shall, at such time, promptly give Optionee notice of such
registration.  Upon the request of  Optionee given within
twenty (20) days after such notice is given by the Company, the Company shall
cause to be registered all of the shares of Common Stock that Optionee has
requested to be included in such registration.




SECTION
9


MISCELLANEOUS
PROVISIONS




9.1           DISPUTES.  Any
dispute or disagreement that may arise under or as a result of this Agreement,
or any question as to the interpretation of this Agreement, may be determined by
the Corporation’s board of directors in its absolute and uncontrolled
discretion, and any such determination shall be final, binding, and conclusive
on all affected persons.




9.2           NOTICES.  Any
notice that a party may be required or permitted to give to the other shall be
in writing, and may be delivered personally, by overnight courier or by
certified or registered mail, postage prepaid, addressed to the parties at their
current principal addresses, or such other address as either party, by notice to
the other, may designate in writing from time to time.




9.3            LAW
GOVERNING.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.




9.4           TITLES
AND CAPTIONS.  All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor effect the interpretation of this Agreement.




9.5           ENTIRE
AGREEMENT.  This Agreement contains the entire understanding between
the parties and supersedes any prior understandings and agreements between them
respecting the subject matter of this Agreement.




9.6           AGREEMENT
BINDING.  This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.




4




9.7           PRONOUNS
AND PLURALS.  All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular, or plural as the identity
of the person or persons may require.




9.8           FURTHER
ACTION.  The parties hereto shall execute and deliver all documents,
provide all information and take or forbear from all such action as may be
necessary or appropriate to achieve the purposes of the Agreement.




9.9           PARTIES
IN INTEREST.  Nothing herein shall be construed to be to the benefit
of any third party, nor is it intended that any provision shall be for the
benefit of any third party.




9.10         SAVINGS
CLAUSE.  If any provision of this Agreement, or the application of
such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.




9.11       
 BLACKOUT PERIOD.Prior to each issuance of any shares
pursuant hereto, the Company hereby undertakes to provide notice to Optionee of
any Company “blackout” policy or other trading restriction imposed by the
Company that may be in effect on the date of such issuance.  If
Optionee exercises its Option, the Company shall ensure that Optionee is not in
receipt of material non-public information that would in anyway restrict
Optionee’s ability to trade in the Company’s securities.




[SIGNATURES
ON NEXT PAGE]




5


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.




HORNE
      INTERNATIONAL, INC.By:Name:Title:The
      undersigned Optionee hereby acknowledges receipt of an executed original
      of this Agreement, accepts the Options granted thereunder, and agrees to
      the terms and conditions thereof.OPTIONEE







HORNE
INTERNATIONAL, INC.




NOTICE
OF EXERCISE OF STOCK OPTION




The
undersigned hereby exercises the Stock Options granted by Horne International,
Inc. and seeks to purchase ____________________ shares of Common Stock of the
Corporation pursuant to said Options.  The undersigned understands
that this exercise is subject to all the terms and provisions of the Stock
Option Agreement dated as of ________________.





(Check
Applicable Box)





ٱ           Enclosed
is a check in the sum of US $_____________________ as payment for such
shares.





Signature
      of OptioneeDate:





TERM
SHEET





This Term
Sheet (“Term Sheet”) outlines the basic terms and conditions being considered
for a business partnership between Horne International, Inc. (“Horne”) and
Intelligent Decisions, Inc. (“Intelligent”).  This Term Sheet is not
an offer, commitment or agreement of any kind, and is not binding on the parties
referred to herein, except as finally set forth and identified as
“binding”.





1.
            Equity.




a. Options. Horne shall
issue 8,333,333 options to Intelligent to purchase Horne common stock at $.09
per share. The options shall be immediately vested and shall expire, if not
exercised, within seven (7) years from the date of issue. One half of these
options (4,166,667 options) shall be exercisable by Intelligent whenever
Intelligent so desires within this seven (7) year time period and the other half
of these options (4,166,666 options) shall be exercisable by Intelligent, in
Intelligent’s sole discretion, when the share price of Horne stock reaches $0.50
per share, or Horne achieves revenue of $15,000,000.00. The options shall be
issued pursuant and subject to a separate Stock Option Agreement and shall
survive the expiration or termination of this Term Sheet.





b.  Restricted Stock
Units.  Horne shall reserve 12,500,000 shares of common stock
for Intelligent to be issued in the form of Restricted Stock Units
(“RSUs”).  The shares when issued shall be subject to the restrictions
set forth in Rule 144 as well as to a Restricted Stock Unit Agreement, the terms
of which shall be negotiated by the parties subsequent to the issuance of this
Term Sheet.  The RSUs shall vest and be issued in exchange for the
Business Support Services of Intelligent as identified in Section 2 which shall
be valued at $1,000,000.00 with the shares of restricted stock equal to a value
of $0.08 per share.  The RSUs will vest on a pro rata basis as
Intelligent performs Business Support services as identified in Section
2.   Intelligent shall establish a charge code for personnel of
Intelligent providing Business Support Services to charge their time worked
under this Agreement, with sub codes for Business Support Services corresponding
to Article 2, subsections (a) through (f).   No later than
fifteen (15) business days at the end of each calendar quarter for which
Intelligent has performed Business Support Services, Intelligent shall issue a
quarterly summary showing the total amount of Business Support hours that
Intelligent has performed per individual to be multiplied by Intelligent’s
billing rate for that Individual.  The billing rate shall be the
individual’s direct hourly rate multiplied by a factor of 1.5.  The
summary of these costs shall be applied against shares of restricted stock
reserved for Intelligent and shall show the amount of restricted stock that
Intelligent is claiming.  The summary sheet shall only contain the
above listed information.







Example:  Person
A Billing rate (hourly rate of $50.000 x 1.50 equals a cost of
$75.00/hour)  $75.00 x 10 hours worked equals a cost of $750.00 Stock
to be issued to Intelligent is 9,375  shares ($750.00 divided by $0.08
per share).  Stock certificates will be issued to Intelligent within
five business days of receipt of quarterly statement.





All
restricted stock due to Intelligent shall survive any termination of this
Agreement.





Intelligent
will make available a cash line of credit to Horne in the amount of $250,000.00
for business/projects jointly developed by Intelligent and
Horne.  This line of credit will be secured by Horne’s eligible
Accounts Receivable  on such projects or Horne’s Full Time Equivalent
employees arising after the inception of this Agreement that are billing against
projects as decided by Intelligent in its sole discretion.  No cash
will be advanced by Intelligent until Intelligent receives a perfected security
interest (i.e., first lien on the orders to be advanced under this cash line of
credit).





2.
              Business
      Support.  Intelligent shall make the following
      Business  support services available to Horne for a period
      of  three (3) years:


a.
              Business
      Development


i.
            Introduction
      to customers with requirements for services within Horne’s area of
      expertise (environmental, engineering, energy, program management and ,
      facility management).








ii.
              Hire
      as an Intelligent employee a Business Development Associate
      (“BDA”)   who will be focused on business in the
      environmental and energy industry (including Federal Government) who is
      mutually agreeable to both Horne and Intelligent.  It is
      anticipated that the BDA will become a Horne employee after a period of as
      little as six (6) months and as long as one (1) year.  Should
      the BDA not convert to a Horne employee within said one (1) year period,
      Intelligent has the right to terminate the BDA’s employment with
      Intelligent without any penalty.  The salary and fringe benefits
      incurred by Intelligent prior to the BDA’s conversion to a Horne employee
      shall be counted in full as part of the $1,000,000.00 Business Support
      Services that Intelligent will perform in return for restricted stock as
      per Section 1 and will be calculated as per Section 1.


iii.
              Assist
      with the development of a capture plan for environmental and energy
      related business for Horne and Intelligent.


iv.
              As
      mutually agreed by Horne and Intelligent, Horne may perform certain
      environmental and energy related tasks with an IT
      requirement.  Intelligent may perform certain IT tasks with an
      environmental or energy requirement.


b.
              Bid and Proposal
      Support


c.
              Contract
      Support


i.
              Contract
      pricing support


d.
              Investor Relations and
      Marketing Support


e.
              Accounting
      Support


i.
              Advice
      and guidance on accounting matters


ii.
              Assist/mentor
      Horne Controller and CFO


f.
              Recruiting


·
            Revenue
      Growth.  As mutually agreed, Intelligent will assist
      Horne in achieving both long term and short term plans for revenue
      growth.








·
              Service
      and Products.


i.
              As
      mutually agreed between Horne and Intelligent, Intelligent will assist
      Horne in facilitating near term revenue growth by providing Horne the
      opportunity to fill vacant services positions as identified and approved
      by Intelligent’s Vice President of Services (Greg Walker) with Horne
      employees.  It is the goal of the parties that Horne shall have
      the opportunity to staff billable positions as mutually agreed upon by
      Horne and Intelligent.


ii.
              As
      mutually agreed by Intelligent and Horne, Intelligent shall assist Horne
      by providing Horne procurement opportunities for products distributed by
      and or required by Intelligent customers and vendors.


iii.
              As
      mutually agreed between Horne and Intelligent, Intelligent agrees to
      socialize the concept of “Lean Agile” and introduce, where appropriate,
      technology related to lean agile which is available through
      Thoughtworks.  Horne has an existing Reseller Agreement for
      Thoughtworks products.


iv.
              As
      mutually agreed between Horne and Intelligent, Horne and Intelligent shall
      jointly market and pursue a reseller or other agreement with
      TrendMicro.  All agreements with TrendMicro shall be between
      Horne and TrendMicro.


v.
              Horne
      and Intelligent shall enter into all necessary and required contractual
      documents that will allow Horne to staff vacant positions and provide
      products as determined by Intelligent.


·
            Offices.  Upon
      the termination of Horne’s current lease for office space located at 3975
      University Drive, Suite 100, Fairfax, VA 22030  (currently
      scheduled to expire on August 31, 2011 and based upon the availability of
      office space in   the Intelligent offices located on
      Beaumeade Circle, Ashburn, VA, Intelligent may make office or work space
      available for up to eight (8) Horne employees as mutually agreed between
      Horne and Intelligent.  The facility costs apportioned to Horne
      occupying Intelligent office space shall be counted in full as part of the
      $1,000,000.00 Business Support Services per Section 2 in return for
      restricted stock as per Section 1.  Prior to taking possession
      of any Intelligent office space, Horne shall enter provide any required
      evidence of insurance and enter into any and all corresponding documents
      required to take possession of said office
  space.







·
            Board
      of Directors. Intelligent shall nominate at least one (1) member of
      the Board of Directors. Darryl Horne, Chairman of the Board of Directors,
      shall have the right to review and approve or disapprove of the
      nomination. If the nominee is approved by Darryl Horne then the candidate
      shall be put before the entire Board of Director for a vote to appoint or
      reject the nominee. Intelligent shall have the right to continue to
      nominate candidates for the Board of Directors until at least one nominee
      is elected to serve on the Board of
Directors.





·
            Confidentiality.
      Horne shall, for a period of five (5) years after the completion of this
      Agreement, keep secret and confidential, and shall not publish or disclose
      or authorize anyone else to publish or disclose, any proprietary or
      confidential information or business secrets of Intelligent relating (1)
      to the business or operations of Intelligent, or any of its customers,
      vendors consultants, or licensees, or (2) to any processes, methods,
      formulae, or information used by Intelligent in providing services, or (3)
      to the development, improvement, use or application of any such services,
      or (4) to the skills, abilities, or technical knowledge of any Intelligent
      employee. Upon termination of this Agreement for any reason, Horne shall
      promptly return to Intelligent any and all processes, formulae, drawings,
      notes, programs, plans, models, or other technical information which
      relate in any way to the operations of Intelligent, or its research,
      development work or other activities. By execution of this Agreement, it
      is represented that Horne has no conflicts of interest or relationships
      with any competitors of Intelligent, and for the duration of this
      Agreement will have no such relationships which may affect this
      assignment. The Services Agreement, Stock Option Agreement and RSU
      Agreement shall provide that the Company shall undertake to alert
      Intelligent of any blackout
policies.








·
            Registration
      Rights.  Intelligent shall be provided with registration
      rights for the Company securities it receives in connection with the terms
      set forth herein.





·
            Termination
      /End of Agreement for Support Services.  Either party
      shall have the right to terminate the Term Sheet in whole or in
      part  upon the expiration of not less than one
      (1)  year and with not less than three (3) months of written
      notice of the intent to terminate.  The Term Sheet may be
      terminated sooner upon the mutual written agreement of the
      parties.





·
            Miscellaneous.




a.
            No Warranty/As
      Is. THE BUSINESS SUPPORT SERVICES ARE PROVIDED
      “AS-IS”  BY INTELLIGENT WITH NO REPRESENTATIONS OR WARRANTIES OF
      ANY KIND.  ALL EXPRESS, STATUTORY, OR IMPLIED WARRANTIES,
      INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM
      COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY DISCLAIMED TO THE
      MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.  THERE ARE NO OTHER
      WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF
      DEALING.  IF FOR ANY REASON SUCH WARRANTIES CANNOT BE
      DISCLAIMED, THEY ARE LIMITED IN DURATION FOR A PERIOD OF ONE (1) YEAR FROM
      THE DATE OF ORIGINAL DELIVERY OF THE SERVICES BY INTELLIGENT DECISIONS AND
      WILL APPLY ONLY TO THE ORIGINAL ACQUIRER OF THE
      PRODUCT.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
      INTELLIGENT, ITS PARENTS, AFFILIATES, AND SUBSIDIARIES, AND ITS AND THEIR
      RESPECTIVE LICENSORS, SUPPLIERS, AND DISTRIBUTORS DO NOT WARRANT THAT THE
      BUSINESS SUPPORT SERVICES OR THE MATERIALS WILL SATISFY YOUR REQUIREMENTS,
      THAT THEY ARE WITHOUT DEFECT OR ERROR OR THAT ANY DEFECTS OR ERRORS WILL
      BE CORRECTED.  IN NO EVENT WILL ANY OF THEM BE LIABLE FOR ANY
      LOSS OF USE, LOST PROFITS, LOST DATA, COST OF SUBSTITUTE PRODUCTS, OR
      OTHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE,
      EXEMPLARY, DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER
      IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE,
      EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER OR NOT ANY
      REMEDY PROVIDED SHOULD FAIL OF ITS ESSENTIAL PURPOSE.  HORNE
      ACKNOWLEDGES THAT THIS CLAUSE  IS AN ESSENTIAL PART OF THIS
      AGREEMENT









Horne
      International, Inc.
              
              Intelligent
      Decisions, Inc.Signature
              
              SignatureName/Title
              
              Name/TitleDate
              
              Date


Restricted
Stock Unit Agreement





This
Restricted Stock Unit Agreement (“Agreement”) is entered into as of March
23, 2010. by Horne
International , Inc., a Delaware corporation (the “Company”), and INTELLIGENT DECISIONS,
INC.a
Delaware limited liability company (the “INTELLIGENT”).





Recitals




WHEREAS,
the parties entered into a Services Agreement of even date herewith (the
“Services Agreement), pursuant to which, in exchange for services rendered, the
Company granted INTELLIGENT a certain number of Restricted Stock Units
representing the contingent right to 12,500,000 of shares of the Company’s
Common Stock (the “Common Stock”); and




WHEREAS,
the parties wish to establish certain restrictions on the grant of the
Restricted Stock Units, to set forth conditions under which the units shall
vest, and otherwise to set forth the rights of the parties thereto;
and




WHEREAS,
capitalized terms not defined above are defined in Section 15 of this
Agreement.




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




SECTION
1.  GRANT
AWARD.  In consideration of the INTELLIGENT’S services to the
Company, the Company hereby grants to INTELLIGENT 12,500,000 restricted stock
units each with a par value of $.08 (the “Restricted Stock
Units”).  Restricted Stock Units are notational units of measurement
denominated in shares of Common Stock.  Each Restricted Stock Unit
represents one hypothetical share of Common Stock, subject to the conditions and
restrictions set forth below and in the Services
Agreement.




SECTION
2.  FORFEITURE; VESTING.




(a)           Forfeiture.  Until
they vest in accordance with Subsection (b) below, the Restricted Stock
Units shall be non-vested, restricted and subject to forfeiture.  In
the event that the Restricted Stock Units have not vested in accordance with
Subsection (b) within three (3) years of the date hereof, INTELLIGENTshall immediately
forfeit such un-vested Restricted Stock Units and this Agreement, and the
parties’ rights hereunder, shall terminate.  In the event of any
forfeiture of Restricted Stock Units, such forfeiture shall be automatic and
without further act or deed by INTELLIGENT. Upon forfeiture, neither INTELLIGENT
nor any successors, heirs, assigns or legal representatives shall thereafter
have any further rights or interest in the unvested Restricted Stock Units or
certificates therefor.  Notwithstanding the foregoing, if requested by
the Company (or its agent), INTELLIGENT shall execute such documents (including,
without limitation, a power of attorney in favor of the Company) and take such
other action deemed necessary or desirable by the Company to evidence such
forfeiture.




(b)           Vesting.  The
restrictions set forth herein on the Restricted Stock Units shall lapse and the
Restricted Stock Units shall immediately become 100% vested in INTELLIGENTon a pro rata basisas follows:




(i)           Business
Support Services described in the Services Agreement provided by INTELLIGENT to
the Company the value of which shall be calculated as set forth in the Services
Agreement;









(ii)           a
Change of Control, provided that if such Change of Control is announced or
occurs within 30 days of the date on which the Services Agreement is executed,
then the Restricted Stock Units shall be forfeited back to the Company, and the
parties shall proceed as set forth in the Services Agreement; or




(c)           Escrow.  Upon
execution of this Agreement, the certificate(s) for Restricted Stock Units shall
be deposited in escrow with the Company’s legal counsel to be held in accordance
with the provisions of this Agreement.  Any additional or exchanged
securities or other property described in Subsection (d) below shall
immediately be delivered to the Company to be held in
escrow.  Dividend Equivalents on unvested Restricted Stock Units due
at such time as all ordinary cash dividends as provided in Section 4 (or on
other securities held in escrow) shall be paid directly to INTELLIGENT and shall
not be held in escrow.  Restricted Stock Units, together with any
other assets held in escrow under this Agreement, shall be (i) surrendered
to the Company upon forfeiture or (ii) released to INTELLIGENT to the
extent that Restricted Stock Units have vested and are no longer subject to the
restrictions set forth herein.  In the event that the Restricted Stock
Units have vested and INTELLIGENT elects to receive the shares of Common Stock
represented thereby, such shares shall be issued to INTELLIGENT within
30 days of such election.




(d)           Additional or Exchanged Securities
and Property.  In the event of a stock split, the declaration
of a stock dividend, the declaration of an extraordinary dividend payable in a
form other than stock, a spin-off, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company’s outstanding
securities, any securities or other property (including cash or cash
equivalents) that are by reason of such transaction exchanged for, or
distributed with respect to, the Company’s outstanding securities, appropriate
adjustments shall be made to the number and/or class of the Restricted Stock
Units to reflect the exchange or distribution of such securities or
property.




(e)           Transfer of Restricted Stock
Units.  INTELLIGENT shall not transfer, assign, encumber or
otherwise dispose of any Restricted Stock Units without the Company’s written
consent.  If  INTELLIGENT transfers any Restricted Stock
Units as provided herein, then this Agreement shall apply to the Transferee to
the same extent as to INTELLIGENT.




SECTION
3.  REGISTRATION
RIGHTS.In the event that the Restricted Stock Units are
vested in  INTELLIGENT and Registrable Securities are issued pursuant
thereto, INTELLIGENT shall enjoy the following registration
rights.  If the Company proposes to register (including, for this
purpose, a registration effected by the Company for stockholders other than
INTELLIGENT) any of its Common Stock under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder (the “Securities
Act”) and the registration form to be used may be used for the registration of
the Registrable Securities, the Company shall, at such time, promptly give
INTELLIGENT notice of such registration.  Upon the request
of  INTELLIGENT given within twenty (20) days after such notice is
given by the Company, the Company shall cause to be registered all of the shares
of Common Stock that  INTELLIGENT has requested to be included in such
registration.




SECTION 4.  RIGHTS AS
A STOCKHOLDER.




INTELLIGENT
shall have no rights as a stockholder of the Company and no voting rights with
respect to the Restricted Stock Units unless, until and only to the extent that
INTELLIGENT becomes the holder of record of fully vested shares of Common
Stock.  The Company will pay to INTELLIGENT an amount of cash equal to
all dividends and other distributions (or the economic equivalent thereof) that
are payable by the Company on shares of Common Stock to stockholders of
record.




2




SECTION 5.  SUCCESSORS
AND ASSIGNS.




Except as
otherwise expressly provided to the contrary, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the Company and its
successors and assigns and be binding upon  INTELLIGENT and
INTELLIGENT’s legal representatives, heirs, legatees, distributees, assigns and
transferees by operation of law, whether or not any such person has become a
party to this Agreement or has agreed in writing to join herein and to be bound
by the terms, conditions and restrictions hereof.




SECTION 6.  NO
RETENTION RIGHTS.




Nothing
in this Agreement shall confer upon INTELLIGENT any right to continue providing
services to the Company pursuant to the Services Agreement or interfere with or
otherwise restrict in any way the rights of the Company or of INTELLIGENT, which
rights are hereby expressly reserved by each as set forth in the Services
Agreement; provided however that this Agreement and the grant of the Restricted
Stock Units hereunder shall survive for a period of four years from the date
hereof.




SECTION
7.  LEGEND.




The
Company may at any time place legends referencing any applicable federal, state
or foreign securities law restrictions on all certificates representing the
Restricted Stock Units or shares of Common Stock issued upon vesting.  All
certificates evidencing the Restricted Stock Units shall bear the following
legend (in addition to any legend(s) required by applicable law):




“THE
RESTRICTED STOCK UNITS REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH
THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER
OF THE RESTRICTED STOCK UNITS (OR THE PREDECESSOR IN INTEREST TO SUCH
UNITS).  THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST
FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT
CHARGE.”




SECTION 8.  NATURE OF
ARRANGEMENT.




INTELLIGENT’s rights under this
Agreement shall be only contractual in nature unsecured by any assets of the
Company. The Company shall not be required to segregate any specific funds,
assets or other property with respect to the Restricted Stock Units. To the
extent that this Agreement provides for a deferral of compensation within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended,
this Agreement is intended to comply with Section 409A of the Code and
shall be interpreted consistent with such intent.




SECTION 9.  COMPLIANCE
WITH SECURITIES LAWS; BLACKOUT PERIODS.




The Company will not be required to
deliver any shares of Common Stock pursuant to this Agreement if, in the opinion
of its counsel, such issuance would violate the Securities Act or any other
applicable federal or state securities laws or regulations.  Prior to
the issuance of any shares pursuant hereto, the Company may require the
INTELLIGENT to enter into such written representations and agreements as the
Company may reasonably request in order to comply with applicable securities
laws or with this Agreement.


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Prior to
each issuance of any shares pursuant hereto, the Company hereby undertakes to
provide notice to INTELLIGENT of any Company “blackout” policy or other trading
restriction imposed by the Company that may be in effect on the date of such
issuance.  If INTELLIGENT elects to receive the shares of Common Stock
deliverable upon vesting of the Restricted Stock Units pursuant to Section 2
above, the Company shall ensure that INTELLIGENT is not in receipt of material
non-public information that would in anyway restrict INTELLIGENT’s ability to
trade in the Company’s securities, acknowledging any restrictions on trading
that may be imposed pursuant to this Agreement or under the Securities
Act.  If INTELLIGENT is subject to any “blackout” policy or other
Company imposed trading restriction, such issuance of shares shall be instead
made on the earlier of (i) the date INTELLIGENT is not subject to any such
policy or restriction and (ii) the earlier of (A) the end of the calendar year
in which such distribution would otherwise have been made and (B) a date that is
immediately prior to 2.5 months following the date such distribution would
otherwise have been made.




SECTION
10.  TAXES.




INTELLIGENT
shall be liable for any and all taxes arising out of this grant or the vesting
of Restricted Stock Units hereunder




SECTION
11.  NOTICE.




Any
notice required by the terms of this Agreement shall be given in
writing.  It shall be deemed effective upon (i) personal
delivery, (ii) deposit with the United States Postal Service, by registered
or certified mail, with postage and fees prepaid or (iii) deposit with
Federal Express Corporation or any other nationally recognized overnight
carrier, with shipping charges prepaid.  Notice shall be addressed to
the Company at its principal executive office and to the INTELLIGENT at the
address most recently provided to the Company in accordance with this
Section 11.




SECTION 12.  ENTIRE
AGREEMENT; AMENDMENT; SEVERABILITY.




This
Agreement, along with the Services Agreement, constitutes the entire agreement
between the parties hereto with regard to the subject matter
hereof.  It supersedes any other agreements, representations or
understandings (whether oral or written and whether express or implied) which
relate to the subject matter hereof.  Any amendment, modification or
waiver of the terms hereof shall be in writing and signed by both
parties.  The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision had been omitted.




SECTION 13.  CHOICE OF
LAW; DISPUTES.




This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, as such
laws are applied to contracts entered into and performed in such State. Any
question of interpretation, dispute or disagreement that arises under, or as a
result of, this Agreement shall be settled in accordance with the dispute
resolution provisions set forth in the Services Agreement.


4




SECTION
14.  COUNTERPARTS.




This Agreement may be executed in any
number of counterparts, each of which shall constitute an original and all of
which taken together shall constitute one and the same
instrument.  Delivery of an executed signature page by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.




SECTION
15.  DEFINITIONS.




(a)           “Change in Control” shall mean
one or more transactions resulting in (i) the liquidation, dissolution or
winding up of the Company, (ii) the transfer of all or substantially all of the
assets of the Company, (iii) a merger or consolidation of the Company with
another entity where the Company is not the surviving or successor entity, (iv)
a reverse merger involving the Company with another entity; or (v) one or more
persons or entities (other than the shareholders of the Company that are
existing as of the date hereof) either (A) owning in the aggregate in excess of
50% of the then outstanding capital stock of the Company or (B) being able to
elect a majority of the Board or otherwise to exercise, directly or indirectly,
a controlling influence over the management or policies of the
Company.




(b)           “Qualifying Investment” shall
mean one or more capital raising events (whether by way of a secondary public
offering or other investment transaction involving the sale of securities
(including, for this purpose, any convertible securities), which in the
aggregate exceeds $5,000,000.




(c)           “Registrable Securities” means
the shares of Common Stock issuable or issued upon lapse of the restrictions as
set forth in Section 2(b).




(d)           “Transferee” shall mean any
person to whom the INTELLIGENT has directly transferred Restricted Stock
Units.




*           *           *




{Signatures
appear on the Following Page}




5


In
Witness Whereof, each of the parties has caused this Restricted Stock
Unit Agreement to be duly executed by its duly authorized officers as of the day
and year first above written.




Horne
      International, Inc.
              
              INTELLIGENT
      DECISIONS, INC.By:
              
              
              By:Name:
              
              Name:Title:
              
              Title:




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