TRADEMARK AND COPYRIGHT LICENSE AGREEMENT



         This Trademark and Copyright License Agreement (this "Agreement") is

made as of this 20th day of December, 2002 ("Agreement Date"), between ULTRAK,

INC., Inc., a Delaware corporation, a corporation organized under the laws of

Delaware ("Licensor"), and PITTWAY CORPORATION, a corporation organized under

the laws of Delaware ("Licensee") and a wholly-owned subsidiary of Honeywell

International Inc., a Delaware corporation ("Honeywell").



         WHEREAS, Licensee, together with certain other entities on the one

hand, and Honeywell on the other, are parties to that certain Asset Purchase

Agreement, dated as of August 8, 2002 (as amended to date, the "Asset Purchase

Agreement"), pursuant to which Honeywell acquired certain assets of Licensor;



         WHEREAS, Licensor has been using the ULTRAK trademark and other

trademarks, trademark applications, registrations and renewals therefor

identified in Schedule A (the "Trademarks") in connection with its business; and



         WHEREAS, Licensor owns certain copyrights related to the Trademarks

(the "Copyrights" and, together with the Trademarks, the "Licensed Property") in

connection with its business; and



         WHEREAS, Licensee desires to acquire the right to use the Licensed

Property in connection with the certain businesses in certain geographic

locations as described herein pursuant to the terms and conditions set forth

below.



         NOW, THEREFORE, in consideration of the foregoing promises, the

covenants set forth below and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, Licensor agrees to and

hereby does license the Licensed Property to Licensee as follows:



         1. Definitions.



            Capitalized terms herein without definition have the meanings set

forth in the Asset Purchase Agreement.



         2. Grant.



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

hereby grants to Licensee, an exclusive (even as to Licensor), perpetual,

irrevocable, fully paid-up, worldwide, royalty-free license to use the

Trademarks in connection with the CCTV Business and on or in relation to the

sale of goods and services in connection with the CCTV Business.



            b. Subject to the terms and conditions of this Agreement, Licensor

hereby grants to Licensee, an exclusive (even as to Licensor), perpetual,

irrevocable, fully paid-up, royalty-free license to use the Trademarks in

connection with the Business in the Non-U.S





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Jurisdictions and on or in relation to the sale of goods and services in

connection with the Business in the Non-U.S. Jurisdictions.



            c. Subject to the terms and conditions of this Agreement, Licensor

hereby grants Licensee an exclusive, perpetual, fully paid-up, royalty-free

license to use, modify, reproduce, prepare derivative works of, distribute and

exercise all other rights in and to the Copyrights worldwide in connection with

the CCTV Business and in the Non-U.S. Jurisdictions in connection with the

Business in any and all media (including without limitation electronic form,

printed form or otherwise) whether now known or known in the future.



            d. This Agreement expressly contemplates a license under the terms

described herein of all applications, registrations, renewals and extensions of

the Licensed Property.



         3. Option to Assign



            a. Exercise of Option. Licensor shall have the option to assign any

item of Licensed Property to Licensee upon written notice of the exercise

thereof to Licensee identifying the item of Licensed Property to be so assigned,

such assignment for the payment of no additional consideration by Licensee,

which option shall be exercisable by Licensor commencing on the Agreement Date

and continuous thereafter.



            b. Effect. Such assignment shall be effective upon receipt of notice

by Licensee and, upon such receipt, all right, title, and interest in and to the

item of Licensed Property identified in the notice, including all applications,

registrations, and renewals therefor, together with all translations, adoptions,

derivations, and combinations thereof, and any and all goodwill associated with

such item of Licensed Property and the business or portion thereof pertaining to

any such item of Licensed Property, shall be assigned, transferred, and conveyed

to Licensee, its successors and assigns, together with all statutory and common

law rights attaching thereto, including the right to sue for and recover damages

in respect of any previous infringements thereof provided however that no

assignment, transfer and conveyance of any liability relating to or in

connection with the use by Licensor of, or acts taken by Licensor in connection

with, the item of Licensed Property prior to the assignments shall be

transferred to Licensee and Licensor shall indemnify, defend and hold harmless

Licensee and Licensee Agents (as defined in Section 7(a)) from any claims,

demands, suits, actions, losses, costs, damages, costs of defense and reasonable

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