AMENDMENT
      NO. 1 TO NOTE PURCHASE AGREEMENT

    


    THIS
      AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (the “Amendment”)
      is
      made this 19th
      day of
      August 2008 by and among INTELLIHOME, INC. (the “Company”),
      a
      Texas corporation, MARK TRIMBLE, an individual residing in Katy, Texas
      (“Trimble”),
      and
      the Purchasers.

     

    WHEREAS,
      the Company, Trimble and the Purchasers entered into that certain Note Purchase
      Agreement, dated June 5, 2008 (the “Purchase
      Agreement”),
      pursuant to which the Purchasers agreed to provide Total Funding to the Company
      in an amount up to $575,000; all capitalized terms used herein and not otherwise
      defined herein shall have the meaning set forth in the Purchase
      Agreement;

     

    WHEREAS,
      pursuant to the Purchase Agreement, the Purchasers were required to provide
      the
      Cash Settlement Funding Amount by the end of the Initial Funding Period, which
      period ended on July 25, 2008;

     

    WHEREAS,
      Company Funding provided by the Purchasers as of July 25, 2008 totaled
      $50,000;

     

    WHEREAS,
      the Purchasers have utilized funds, that would otherwise have been utilized
      to
      partially satisfy the Cash Settlement Funding Amount, to fund (the “Oil
      and Gas Funding”)
      the
      acquisition by the Company of a working interest in minerals and drilling of
      an
      oil well (the mineral interest and well being referred to, collectively, as
      “Oil
      and Gas Assets”);

     

    WHEREAS,
      in recognition of the Purchasers providing the Oil and Gas Funding and the
      parties’ desire to extend the period within which the Purchasers are required to
      provide funding to the Company, the parties to the Purchase Agreement desire
      to
      amend the Purchase Agreement to: (i) acknowledge that the Oil and Gas Funding
      does not apply to the satisfaction of the Cash Settlement Funding Amount or
      the
      Company Funding Obligation, (ii) extend the Initial Funding Period to August
      31,
      2008, (iii) acknowledge and agree that the, for purposes of the Purchase
      Agreement, liabilities of the Company reflected on its June 30, 2008 balance
      sheet as included in the Company’s Form 10-QSB filed (or to be filed) with the
      SEC (other than amounts owing to the Purchasers pursuant to the Purchase
      Agreement) shall constitute the Settled Debts, and (iv) acknowledge and agree
      that the payment or funding of any expenses or obligations incurred by the
      Company after June 30, 2008 shall not be applied toward the satisfaction of
      the
      Cash Settlement Funding Amount or the Company Settlement Funding
      Amount.

     

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

     

    
      	
            	1.	
              Oil
                and Gas Acquisition.

            


    

    


    The
      Purchase Agreement is hereby amended to add new Section 2(e) to read in full
      as
      follows:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


      “(e) It
      is
      hereby acknowledged and agreed that (i) the Purchasers have provided the Oil
      and
      Gas Funding in the amount of $70,344 to fund the acquisition by the Company
      of
      the Oil and Gas Assets, comprised of a working interest in minerals and the
      drilling of an oil well in Oklahoma, (ii) the amounts provided as the Oil and
      Gas Funding shall be treated as New Business Indebtedness and shall not be
      deemed to satisfy any of the Company Funding Obligations, (iii) the Company
      shall issue to the Purchasers Notes in the amount of the Oil and Gas Funding;
      provided, that, until such time as the Company Funding Obligation has been
      satisfied in full, the Company shall have the right to satisfy the Notes so
      issued, in full, by conveying to the Purchasers the Oil and Gas Assets, and
      (iv)
      the Purchaser Management Designee shall have the sole right and power to act
      on
      behalf of the Company to oversee and manage the Oil and Gas
      Assets.”

    


    
      	 	
              2.

            	
              Initial
                Funding Period
                Extension.

            


    

    


      Section
      2(a)(iii) of the Purchase Agreement is hereby amended to and restated to read
      in
      full as follows:

    


    “(iii) On
      or
      before August 31, 2008 (the “Initial
      Funding Period”),
      the
      Purchasers shall provide funding to the Company in an amount equal to the lesser
      of (A) the Settled Debts, as reflected on the Settled Amounts Schedule (as
      defined below), or (B) $175,000 less all amounts funded pursuant to Section
      4(b)(iii)(z) of this Agreement (such lesser amount being referred to as the
      “Cash
      Settlement Funding Amount”),
      which
      amount shall be applied to the payment of all outstanding indebtedness and
      liabilities of the Company other than Installment Debt (as defined below),
      including, but not be limited to, (Y) accrued and unpaid salary as of the date
      hereof as reflected on the Company’s books and records and accruing from the
      date hereof through the last day of the Operating Period (provided, however,
      that such amount is not otherwise included in the Working Capital Requirement),
      and (Z) amounts borrowed on credit cards, bank facilities or otherwise by
      officers, directors or shareholders of the Company for the benefit and use
      of
      the Company as reflected on the Company’s books and records; provided, however,
      that the Purchasers may, by written notice to the Company, extend the Initial
      Funding Period by fifteen (15) days (as extended, the “Extended
      Funding Period”)
      if,
      and only if, the Purchasers have, on or before the last day of the Initial
      Funding Period, provided funding in an aggregate amount not less than $125,000
      pursuant to Section 2(b)(iii) of this Agreement.”

     

    
      	
            	3.	
              Settled
                Debt on Settled Amounts
                Schedule.

            


    

    


    Section
      2(c)(iii) of the Purchase Agreement is hereby amended to add at the end of
      the
      paragraph:

    


    “For
      purposes of determining the Settled Debts to appear on the Settled Amounts
      Schedule, all liabilities (other than amounts owing to the Purchasers pursuant
      to this Agreement) appearing on the Company’s June 30, 2008 (the “Balance
      Sheet Date”)
      balance sheet included in the Company’s Quarterly Report on Form 10-QSB as filed
      with the SEC shall be conclusive as to the Settled Debts.”


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    
      	
            	4.	
              New
                Business
                Indebtedness.

            


    

    


    Section
      7
      of the Purchase Agreement is hereby amended to add at the end of the
      paragraph:

    


    “New
      Business Indebtedness shall be deemed to include any expenses or indebtedness
      incurred by, or on behalf of, the Company after the Balance Sheet Date,
      including but not limited to accounting and legal fees associated with
      preparation and filing of reports by the Company with the SEC.” 

    


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

    


    
      	
              COMPANY:

            	
              INTELLIHOME,
                INC.

            
	 	 
	 	
              By:
                /s/ Mark Trimble

            
	 	
              Name:
                Mark Trimble

            
	 	
              Title:
                President

            
	 	 
	
              MARK
                TRIMBLE:

            	
              /s/
                Mark Trimble

            
	 	
              Mark
                Trimble, Individually

            
	 	 
	
              PURCHASERS:

            	
              STARR
                CONSULTING, INC.

            
	 	 
	 	
              By:
                /s/ Dan Starczewski

            
	 	
              Name:
                Dan Starczewski

            
	 	
              Title:
                President

            
	 	 
	 	
              POWER
                NETWORK, INC.

            
	 	 
	 	
              By:
                /s/ Joe Overcash

            
	 	
              Name:
                Joe Overcash

            
	
               

            	
              
                Title: President

              

            
	 	 
	 	
              BAF
                CONSULTING, INC.

            
	 	 
	 	
              By:
                /s/ Barbara Morelli

            
	 	
              Name:
                Barbara Morelli

            
	 	
              Title:
                President

            


    


    
      
         

      

      
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              NEW
                AGE SPORTS, INC.

            
	 	 
	 	
              By:
                /s/ Ashley Martinez

            
	 	
              Name:
                Ashley Martinez

            
	 	
              Title:
                President

            
	 	 
	 	
              PROJECT
                DEVELOPMENT, INC.

            
	 	 
	 	
              By:
                /s/ Daniel Motsinger

            
	 	
              Name:
                Daniel Motsinger

            
	 	
              Title:
                President

            
	 	 
	 	
              SEVILLE
                CONSULTING, INC.

            
	 	 
	 	
              By:
                /s/ Kelli M. Myers

            
	 	
              Name:
                Kelli M. Myers

            
	 	
              Title:
                President

            
	 	 
	 	
              MBA
                INVESTORS

            
	 	 
	 	
              By:
                /s/ Thomas F. Pierson

            
	 	
              Name:
                Thomas F. Pierson

            
	 	
              Title:
                President

            
	 	 
	 	
              YT2K,
                INC.

            
	 	 
	 	
              By:
                /s/ Richard Muller

            
	 	
              Name:
                Richard Muller

            
	 	
              Title:
                President

            
	 	 
	 	
              ACTIVE
                STEALTH, LLC

            
	 	 
	 	
              By:
                /s/ Richard Muller

            
	 	
              Name:
                Richard Muller

            
	 	
              Title:
                Manager

            


    


    
      
         

      

      
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