INTRUSION INC
EXHIBIT 10.2
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<TYPE>EX-10.2
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<FILENAME>a2078572zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                  Exhibit 10.2



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                                 INTRUSION INC.

                               401(k) SAVINGS PLAN

                        Summary of Material Modifications








                                 January 1, 2002



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                       INTRUSION INC. 401(k) SAVINGS PLAN

                        Summary of Material Modifications


The Intrusion Inc. 401(k) Savings Plan (the "Plan") has been amended, effective
January 1, 2002, to incorporate many of the retirement plan provisions of the
recently enacted Economic Growth and Tax Relief Reconciliation Act of 2001 (the
"Tax Act"). In addition, effective November 1, 2001, the Company's name changed
from Intrusion.com, Inc. to Intrusion Inc., and effective January 1, 2002, the
name of the Plan changed from the Intrusion.com, Inc. 401(k) Savings Plan to
the Intrusion Inc. 401(k) Savings Plan. The purpose of this Summary of Material
Modifications (the "Summary") is to describe these new provisions and make you
aware of the new Company name and Plan name.

     -   COMPENSATION LIMIT: For 2002, the maximum amount of compensation that
         may be taken into consideration for Plan purposes will be increased
         from $170,000 (the limit in 2001) to $200,000. This limit will be
         periodically adjusted for future years by the Internal Revenue Service.

    -    ELECTIVE DEFERRAL LIMITS: The maximum percentage of pay that you may
         contribute to the Plan on a pre-tax basis will be increased to 25%.

         In addition, the maximum dollar limit for pre-tax contributions under
         the federal tax laws will be increased from $10,500 (limit in 2001) to
         $11,000 in 2002. It will be further increased to $12,000 for 2003.

         Please be advised, however, that contributions by certain higher-paid
         employees may be subject to other limits under federal law. These
         limits could require you to reduce your contribution percentage or the
         total you have contributed for the year.

     -   TOTAL CONTRIBUTION LIMIT: The federal tax laws limit the amount of your
         combined pre-tax and Company contributions that can be made to the
         Plan. The total contributions allocated to your account for 2002 may
         not exceed the lesser of $40,000 or 100% of your pay. This limitation
         could reduce the percentage of Company contributions allocated to your
         account within a given Plan Year.

     -   CATCH-UP CONTRIBUTION: If you are age 50, or will be age 50 by the end
         of the 2002 plan year, you may be eligible to make a "catch-up"
         contribution (on a pre-tax basis) for the year. For 2002, the maximum
         catch-up contribution is $1,000. This limit will be further increased
         to $2,000 in 2003. You may elect to make a catch-up contribution
         through BENEFITS COMPLETE(R) after January 1, 2002.
         However, you should be aware that any intended catch-up contribution
         will be treated as a regular pre-tax contribution until your total
         pre-tax contributions for the year reach the maximum limit permitted
         under the Plan. You should also be aware that any catch-up contribution
         will not be subject to a Company match.

     -   ROLLOVER CONTRIBUTIONS: In certain circumstances, you may elect to have
         benefits earned under another qualified plan, a 403(b) plan or a
         governmental 457 plan (excluding, however, any after-tax contributions)
         transferred or rolled over to your account under this Plan. You may
         also roll over funds held in an IRA provided such account consists
         solely of amounts rolled over from a retirement plan.


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     -   AUTOMATIC CASH-OUTS: As described in the Plan's Summary Plan
         Description ("SPD"), following your retirement or other termination of
         employment, if your vested account totals $5,000 or less, your vested
         account will be distributed to you, in the form of a single-sum
         payment, as soon as administratively possible following your retirement
         or other termination of employment. As a result of the Tax Act, for
         plan years beginning after December 31, 2001, any rollover
         contributions you may have made will not be taken into account in
         determining whether your vested account exceeds the cash-out threshold.

     -   HARDSHIP WITHDRAWALS: Beginning in 2002, amounts received as hardship
         withdrawals will not be subject to mandatory federal income tax
         withholding and, if applicable, state tax withholding (and will not be
         eligible to be rolled over). You should be aware, however, that this
         will not change your tax liability for making such a withdrawal from
         the Plan.

         In addition, if you take a hardship withdrawal after December 31, 2001,
         you will be required to suspend making pre-tax contributions to the
         Plan for a period of 6 months (previously 12 months) from the date of
         withdrawal. If you received a hardship withdrawal in 2001, you will be
         suspended from making pre-tax contributions for 6 months after receipt
         of the withdrawal or until January 1, 2002, if later.

This Summary is to be read in conjunction with the Plan's SPD which was
previously distributed to you. Please keep this Summary with your SPD as it
updates the information contained in the SPD. If you have questions after
reading this Summary, please contact your Human Resources Department.



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