SHARED INTELLECTUAL PROPERTY LICENSE AGREEMENT





         This Shared Intellectual Property License Agreement (this "AGREEMENT"),

entered into as of this 20th day of December, 2002, by and between ULTRAK, INC.,

a corporation duly organized and existing under the laws of the State of

Delaware and having its principal place of business at Lewisville, Texas

(together with its Affiliates, hereinafter referred to as "ULTRAK" or

"LICENSOR") and PITTWAY CORPORATION, a Delaware corporation ("Licensee") and

wholly-owned subsidiary of Honeywell International Inc., a corporation duly

organized and existing under the laws of the State of Delaware and having its

principal place of business at Morristown, New Jersey ("HONEYWELL").



                                    RECITALS:



         A. Honeywell, Ultrak and certain Affiliates of Ultrak have entered into

that certain Asset Purchase Agreement dated as of August 8, 2002 (as amended to

date, the "ASSET PURCHASE AGREEMENT") pursuant to which Honeywell has agreed to

purchase, and ULTRAK has agreed to sell, on the terms and conditions set forth

in the Asset Purchase Agreement, certain business assets of Ultrak, including

Transferred Intellectual Property (as that term is defined in the Asset Purchase

Agreement), and pursuant to which Ultrak will continue to own certain Shared

Intellectual Property (as that term is defined in the Asset Purchase Agreement)



         B. As a condition to the Closing under the Asset Purchase Agreement and

the purchase by Honeywell of the business assets to be purchased thereunder, and

except as otherwise provided herein, Honeywell requires Ultrak, and Ultrak has

agreed as an inducement to Honeywell, to grant to Honeywell and its Affiliates a

license to the Shared Intellectual Property for use in any field and to provide

certain consulting services to Honeywell and its Affiliates related to

supporting the Access Control Business (as defined herein), on the terms and

conditions set forth in this Agreement.



         C. Pursuant to the terms of the Access Control Supply Agreement dated

of even date herewith between Ultrak and Licensee (the "ACCESS CONTROL SUPPLY

AGREEMENT"), Ultrak has agreed to supply Licensee with certain products which

utilize certain Shared Intellectual Property licensed under this Agreement.



         NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties intending to be

legally bound agree as follows:



         1. Definitions. Capitalized terms used herein but otherwise not defined

herein shall have the meaning ascribed thereto in the Asset Purchase Agreement.



            a. "ACCESS CONTROL BUSINESS" shall mean the access control business

in the Non-U.S. Jurisdictions as of the Closing and any access control sales of

Licensor's access control products or systems generated by Licensee in the

Non-U.S. Jurisdictions after the Closing pursuant to this Agreement and the

Access Control Supply Agreement.









{PAGE}



            b. "CONSULTING SERVICES" shall mean: (1) providing personnel

resources to maintain, resolve systems problems relating to, and otherwise

support the Access Control Business; and (2) providing telephone hotline support

relating to the Access Control Business.



            c. "DERIVATIVE WORK" shall mean a "derivative work" within the

meaning of the United States Copyright Act, 17 U.S.C. Section 101 et seq. -- ---



            d. "LICENSED IP" shall mean all Shared Intellectual Property (as

that term is defined in the Asset Purchase Agreement), including without

limitation the Intellectual Property (as that term is defined in the Asset

Purchase Agreement) listed on Schedule 4.11(a)(ii) of the Asset Purchase

Agreement and all Intellectual Property associated therewith, and all

Intellectual Property rights associated with each of the Nonexclusive Third

Party License Agreements (as such agreements are defined in the Asset Purchase

Agreement and listed in Schedule 4.11(c) thereof).



         2. Grant of License; Ownership.



            a. License. Subject to the terms and conditions of this Agreement,

Licensor hereby grants to Licensee an exclusive (except as to Licensor's

exercise of all rights in the Licensed IP, including the right to license third

parties providing products or services to Licensor, subject to Section 6.11 of

the Asset Purchase Agreement), fully paid-up, perpetual, irrevocable, worldwide

license to make, sell, use, offer for sale, distribute, export, import, modify,

make improvements to, prepare Derivative Works of, reproduce, and exercise all

other rights in and to the Licensed IP in any field of use, including without

limitation, the design, manufacture, sale and distribution of products and

systems which function to acquire, transmit, route or control images and related

data in a private network (the "LICENSE").



            b. Sublicenses. Subject to the terms and conditions of this

Agreement, Licensor hereby grants to Licensee a non-exclusive, fully paid-up

sublicense of all of Licensor's rights in and to the Licensed IP licensed by

Licensor from third parties pursuant to each of the Nonexclusive Third Party

License Agreements (collectively, the "SUBLICENSES" or, individually, each a

"SUBLICENSE"). No Sublicense under a Nonexclusive Third Party License Agreement

is granted if the grant of such Sublicense would violate the Nonexclusive Third

Party License Agreement provided that Licensor shall use commercially reasonable

efforts to obtain such Sublicense prior to Closing (but shall not be required to

pay additional royalties or fees in order to obtain such Sublicense).



            c. Limited Ability to Sublicense. Licensee may sublicense any or all

of its rights under the License or in the Sublicenses to any Affiliates of

Licensee or to a successor of all or substantially all of the assets (including

by merger, stock sale, asset sale, or otherwise) of the CCTV Business or the

Business without prior written Consent of Licensor. Except as otherwise set

forth herein, neither party shall sublicense any of its rights or delegate any

of its duties under the License or Sublicenses without prior written consent of

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