Intrusion Inc. Closes $5.0 Million Private Placement

Intrusion Inc. Closes $5.0 Million Private Placement 


RICHARDSON, Texas, March 25  /PRNewswire-FirstCall/ -- Intrusion Inc. , today
announced that it has closed a $5.0 million private placement of 5% Convertible
Preferred Stock and warrants.  In the private placement, the company sold
1,000,000 shares of preferred stock at a price of $5.00 per share, which convert
into 6,361,323 shares of common stock at an initial conversion price of $0.786
per share, and warrants to purchase 2,226,459 shares of common stock at an
exercise price of $0.786 per share. The conversion price of the preferred stock
and the exercise price of the warrants were based on the average closing price
of the company's common stock on The Nasdaq SmallCap Market for the five
consecutive trading days ending on March 24, 2004.

G. Ward Paxton, the company's Chairman, President and Chief Executive Officer,
and James F. Gero, an outside director to the company, invested $1,000,000 in
the private placement.  The remaining purchaserswere institutional investors
and individual accredited investors.

Black Point Partners, Inc. served as financial advisor to the company in
connection with the private placement and received a warrant to purchase 257,633
shares of common stock at a price of $0.786 per share, as part of its
compensation.

The company intends to file a Form 8-K with the Securities and Exchange
Commission on March 26, 2004 that will provide a description of the private
placement and copies of the definitive agreements.

About Intrusion Inc.

Intrusion Inc. is a leading global provider of the Intrusion SecureNet(TM) line
of leading network intrusion prevention, intrusion detection and regulated
information compliance products, as well as deployment technologies and security
services for the information-driven economy.  The Intrusion SecureNet(TM) family
of network security products for governments and enterprises help protect
critical information assets by quickly detecting, analyzing and responding to
attacks and the misuse of classified and regulated information.  Associated
Intrusion SecureNet(TM) Intrusion Detection(R) services provide unique value to
governments and enterprises in protecting information assets.  For more
information, please visit http://www.intrusion.com/ .

This release, other than historical information, may include forward- looking
statements regarding future events or our future performance.  These statements
are made under the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 and involve risks and uncertainties which could cause actual
results to differ materially from those in the forward looking statements,
including, without limitation, the difficulties in forecasting future sales
caused by current economic and market conditions, the effect of military actions
on government and corporate spending on information security products, the
impact of our cost reduction programs and our refocused product line, the
difficulties and uncertainties in successfully developing and introducing new
products, our ability to continue to meet operating expenses through current
cash flow or additional financings, our ability to obtain additional financing
on acceptable terms, the highly competitive market for our products,
difficulties in accurately estimating market growth, the consolidation of the
information security industry, the impact of changing economic conditions,
business conditions in the information security industry, our ability to manage
acquisitions effectively, our ability to manage discontinued operations
effectively, the impact of market peers and their products, as well as other
risks and uncertainties identified in our Annual Report on Form 10-K, our
Definitive Proxy Statement on Schedule 14A filed with the SEC on February 12,
2004 and other filings with the SEC.  Copies of these filings can be obtained
from our Investor Relations department.

None of the securities referenced in this press release have been registered
with the Securities and Exchange Commission.  These securities may not be sold,
nor may offers to buy these securities be accepted, prior to the time
registration of these securities becomes effective, unless an applicable
exemption from registration is available.  This announcement is neither an offer
to sell or a solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would be
unlawful, prior to such registration or absent such exemption under applicable
federal and state securities laws.

   Financial Contact
   Michael L. Paxton, VP, CFO972.301.3658, 

   Media Contact
   Ryon Packer, VP
   972.664.8072, 

http://www.newscom.com/cgi-bin/prnh/20030703/INTRUSIONLOGO

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DATASOURCE: Intrusion Inc.



CONTACT:  financial, Michael L. Paxton, VP, CFO, [phone], or

 , or media, Ryon Packer, VP, [phone], or

 , both of Intrusion Inc.



Web site:  http://www.intrusion.com/ 

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