EXHIBIT 10.1


INTRUSION
INC.

A DELAWARE CORPORATION


SUBSCRIPTION
AND INVESTMENT REPRESENTATION AGREEMENT


THE COMMON STOCK (“STOCK”) IN
INTRUSION INC. (“COMPANY”) REFERRED TO IN THIS SUBSCRIPTION AND INVESTMENT
REPRESENTATION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD
UNDER EXEMPTIONS PROVIDED THEREFROM INCLUDING SECTION 4(2) OF THE SECURITIES
ACT AND/OR REGULATION D THEREUNDER.


A PURCHASER OF STOCK SHOULD BE
PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME BECAUSE THE STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
THE LAWS OF ANY OTHER JURISDICTION, AND, THEREFORE, CANNOT BE SOLD UNLESS IT IS
SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  THERE IS NO OBLIGATION OF THE ISSUER TO
REGISTER THE STOCK UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION.


On the basis of
the terms and conditions set forth in this Subscription and Investor
Representation Agreement ( “Subscription Agreement”),
the undersigned investor ( “Investor”)
proposes to make an investment in Intrusion Inc. (“Company”)
as follows:


1.             Subscription for Stock.  Subject to the terms and conditions hereof,
the Investor hereby irrevocably subscribes to purchase 833,333 Shares of Common
Stock at an aggregate purchase price of $0.54, or a number of shares at a price
of 110% of the average closing price of the Company’s stock for the 20 trading
days up to and including the closing day.


2.             The Investor
acknowledges that the stock offered hereby is speculative and involves a high
degree of risk, including, but not necessarily limited to, the risk factors
described on Exhibit A attached hereto. 
The Investor further acknowledges that an investment in the Company is
not suitable for investors who cannot afford to lose their entire
investment.  The Investor has carefully
considered these risk factors before making its investment decision.


3.             Representations and Warranties of
the Investor.  The
Investor hereby represents and warrants to the Company as follows:


(a)           Accredited
Investor.  The
Investor is an “accredited investor” within the meaning of Rule 501 promulgated
under the Securities Act.


(b)           Investment
Intent.  The
Investor is acquiring the stock for the Investor’s own account for investment,
with no intention of distributing or selling any portion of the stock within
the meaning of the Securities Act, and will not transfer any stock in violation
of the Securities Act or the then applicable rules or regulations thereunder or
any other applicable law.  No one other
than the Investor has any interest in or any right to acquire the stock.


(c)           Ability
to Bear Risk. 
The Investor’s financial condition is such that the Investor is able to
bear the risk of holding the stock for an indefinite period of time and the
risk of loss of the Investor’s entire investment in the stock.


(d)           Experience.  The Investor has substantial experience in
evaluating and investing in private placement transactions of securities in
companies similar to the Company so that the Investor is capable of evaluating
the merits and risks of its investment in the Company and has the capacity to
protect his, her or its own interests.











(e)           Familiarity
with Offering Documents.  The Investor has received, read, understood
and is familiar with (i)  the Risk Factors attached hereto on Exhibit A,
and this Subscription Agreement.  In
particular, the Investor has read the Risk Factors attached hereto on Exhibit
A and understands that the Investor’s investment in the Company involves a
high degree of risk.


(f)            Information.  The Company and the Company’s officers have
made available all additional information that the Investor has requested in
connection with the transactions contemplated by this Subscription Agreement,
and the Investor has had an opportunity to discuss the business, management and
financial affairs of the Company with management and has had the opportunity to
review the Company’s facilities.  No
representations or warranties have been made to the Investor by the Company or
any agent thereof other than as set forth in this Subscription Agreement.  The Investor has been afforded an opportunity
to ask questions of and receive answers from the Company and its officers
concerning the terms and conditions of the purchase of the stock and the
opportunity to obtain any additional information (to the extent the Company has
such information or could acquire it without unreasonable effort or expense)
necessary to verify the accuracy of information otherwise furnished by the
Company or its officers.  The Investor
has investigated the acquisition of the stock to the extent the Investor deemed
necessary or desirable and the Company has provided the Investor with any
assistance the Investor has requested in connection therewith.


(g)           Domicile.  The address set forth below is the Investor’s
true and correct domicile.


(h)           Exemption
from Securities Act. 
The Investor understands that the stock has not been, and will not be,
registered under the Securities Act or any state securities act or other
applicable law by reason of specific exemptions for private offerings, the
availability of which depends upon, among other things, the bona fide nature of
the investment intent and the accuracy of the Investor’s representations as
expressed herein.  The stock may  not be sold, transferred, offered for sale or
otherwise disposed of unless such transfer, sale, assignment or other disposition
is pursuant to the terms of an effective registration statement under the
Securities Act and are registered under any applicable state securities laws or
pursuant to an exemption from registration under the Securities Act and any
applicable state securities laws.


(i)            Restrictions
on Transferability. 
The Investor is aware that the Investor’s rights to transfer the stock
or any part thereof are restricted by the Securities Act, applicable state
securities laws and laws of other jurisdictions, and the absence of a market
for the stock.  The Investor understands
that there are substantial restrictions on the transferability of the stock,
including restrictions on transfer of the stock under the Company Agreement;
the stock will not be, and investors in the stock have no rights to require
that the stock be, registered under the Securities Act; there will be no public
market for any of the subscribed stock; the Investor may not be able to avail
itself of exemptions available for resale of the stock without registration,
and accordingly, may have to hold the stock indefinitely, and it may not be
possible for the Investor to liquidate an investment in the stock.


(j)            Rule
144.  The
Investor is aware of the provisions of Rule 144 promulgated under the
Securities Act, which permits limited resale of securities purchased in a
private placement subject to the satisfaction of certain conditions, including,
among other things, the existence of a public market for the securities, the
availability of certain current public information about the Company, the
resale occurring not less than one year after a party has purchased and paid
for the security to be sold, the sale being effected through a “broker’s
transaction” or in transactions directly with a “market maker” and the number
of securities being sold during any three-month period not exceeding specified
limitations.


(k)           Authority;
Binding Obligation. 
The Investor has full power and authority to make the representations
referred to herein, to purchase the stock pursuant to this Subscription
Agreement, and to execute and deliver this Subscription Agreement.  This Subscription Agreement when executed and
delivered by the Investor will constitute a valid and legally binding
obligation of the Investor, enforceable in accordance with its terms, subject
to laws of general application relating to bankruptcy, insolvency and the
relief of debtors and rules of law governing specific performance, injunctive
relief or other equitable remedies.











(l)            Broker’s
of Finder’s Fees. 
The Company has not incurred and will not incur, directly or indirectly,
as a result of any action taken by the Investor, any liability for brokerage or
finders’ fees or agents’ commissions or any similar charges in connection with
this Subscription Agreement.


(m)          No
Governmental Approval. 
The Investor understands that no United States federal or state agency
or agency of any other jurisdiction has made any finding or determination as to
the fairness of the terms of the offering and sale of the stock.


(n)           No
Advice.  The Investor
is not relying on the Company or any of its employees, agents or
representatives for legal, investment or tax advice, and the Investor has
sought independent legal, investment and tax advice to the extent the Investor
has deemed necessary or appropriate in connection with the Investor’s decision
to subscribe for stock.  The Investor
understands and agrees that he, she or it (and not the Company) shall be
responsible for his, her or its own tax liability, if any, that may arise as a
result of this investment or the transactions contemplated by this Subscription
Agreement.


(o)           Survival;
Duty to Update. 
The foregoing representations and warranties are true, accurate and
complete as of the date hereof and shall be true, accurate and complete as of
the Company’s acceptance of the Investor’s subscription, and shall survive such
acceptance.  If in any respect such
representations and warranties shall not be true, accurate and complete prior
to or at such acceptance, the Investor shall give immediate notice of such fact
to the Company, by facsimile with written confirmation of receipt, specifying
which representations and warranties are not true, accurate and complete and
the reasons therefor.


4.             Indemnification.  The Investor acknowledges that the Investor understands
the meaning and legal consequences of the representations and warranties made
by the Investor herein, and that the Company is relying on such representations
and warranties in making its determination to accept or reject this
Subscription.  The Investor hereby agrees
to indemnify and hold harmless the Company, each manager, officer and employee
thereof and each person who controls the Company from and against any and all
loss, damage or liability due to or arising out of a breach  or inaccuracy of any representation or
warranty of the Investor contained in this Subscription Agreement.  All representations, warranties and covenants
and the indemnification contained in this Subscription Agreement shall survive
the acceptance of the subscription and the issuance to the Investor of the
stock.


5.             Transferability.  The Investor agrees not to transfer or assign
this Subscription Agreement, or any interest herein, and further agrees that
the assignment and transfer of the stock acquired pursuant hereto shall be made
only in accordance with applicable law and the Company Agreement.


6.             No Revocation.  The Investor agrees that this Subscription
Agreement and any agreement of the Investor made hereunder is irrevocable, and
that this Subscription Agreement shall survive the death or disability of the
Investor.


7.             Notices.  All notices or other communications given or
made hereunder shall be in writing and shall be delivered or mailed by
registered or certified mail, return receipt requested, postage prepaid, or delivered
by facsimile with written confirmation of receipt to the Investor at the
address set forth below and to the Company, c/o Intrusion Inc., 1101 E. Arapaho
Road, Suite 200, Richardson, Texas 75081, Telephone:  972.234.6400, Fax 972.301.3892, or at such
other place as the Company may designate by written notice to the Investor.


8.             Expenses.  The Investor will pay the Investor’s own
expenses relating to this Subscription Agreement and the purchase of stock
hereunder.


9.             Entire Agreement; Amendments.  This Subscription Agreement supersedes all
prior agreements between the parties with respect to its subject matter and
constitutes a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter.  Neither this Subscription Agreement nor any
term hereof may be changed, waived, discharged or terminated orally, without
the written consent of the Investor and the Company.


10.          Counterparts.  This Subscription Agreement may be executed
in any number of counterparts, each of which shall be an original and all of
which taken together shall constitute one agreement.











11.          Governing Law.  This Subscription Agreement and all
amendments hereto shall be governed by and construed in accordance with the
laws of the State of Texas, without reference to provisions concerning the
conflict of laws.


12.          Severability.  Should there exist or arise a conflict
between any provision of this Subscription Agreement and any law, statute,
ordinance, order or regulation applicable to the enforcement of this
Subscription Agreement, such provision of this Subscription Agreement shall be
reformed to the minimum extent necessary to bring it within applicable legal
requirements.  If one or more of the provisions
in this Subscription Agreement become or are found by any court to be void,
voidable, or unenforceable, in part or in whole, the remaining provisions shall
continue in full force and effect.  If
any provision is so held void, voidable or unenforceable, the Investor agrees
to replace such provision with a valid and enforceable provision that will
achieve, to the extent possible, the economic, business and other purposes of
such provision.


13.          Headings.  The headings in this Subscription Agreement
are for convenience of reference only, and shall not have any bearing on the
meaning of this Subscription Agreement or of any part hereof.


(Signature
pages follow)











Dated: March 15, 2007


	
  

  	
  [INVESTOR]

  
	
   

  	
  By:

  	
  /s/ G. Ward Paxton

  
	
   

  	
  Name:

  	
  G. Ward Paxton

  
	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUSINESS ADDRESS:

  
	
   

  	
   

  
	
   

  	
   

  	
  1101 E. Arapaho Road

  
	
   

  	
   

  	
  Richardson, TX 
  75081

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FEDERAL TAX I.D. NUMBER OF ENTITY

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED BY:

  	
   

  
	
  Intrusion Inc.

  	
   

  
	
  (a Delaware Corporation)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:  

  	
  /s/ Michael L. Paxton

  	
   

  
	
   

  	
  Michael L. Paxton, Chief Financial Officer

  	
   

  
					



 











EXHIBIT A


RISK
FACTORS


INVESTOR SHOULD READ AND UNDERSTAND ALL RISK FACTORS,
AMONG 

OTHER ITEMS, AS DESCRIBED IN THE COMPANY’S RECENT 10QSB AND 10KSB

FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.