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<FILENAME>file009.txt

<DESCRIPTION>EMPLOYMENT AGREEMENT

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                             EMPLOYMENT AGREEMENT





         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as

of the 22nd day of December , 2001 by and between Ultrak Operating, L.P., a

Texas limited partnership, ("Ultrak") and Chris Sharng, (the "Executive").



                                    RECITALS



         A. The Employer desires that the Executive continue to provide

services for the benefit of the Employer and its affiliates and the Executive

desires to accept such employment with the Employer.



         B. The Employer and the Executive acknowledge that the Executive will

be a member of the senior management team of the Employer and, as such, will

participate in implementing the Employer's business plan.



         C. In the course of employment with the Employer, the Executive has

had and will continue to have access to certain confidential information that

relates to or will relate to the business of the Employer and its affiliates.



         D. The Employer desires that any such information not be disclosed to

other parties or otherwise used for unauthorized purposes.



         NOW, THEREFORE, in consideration of the above premises and the

following mutual covenants and conditions, the parties agree as follows:



         1. Employment. The Employer shall employ the Executive as its Senior

Vice President, Chief Financial Officer and the Executive hereby accepts such

employment on the following terms and conditions.



         2. Duties. The Executive shall work for the Employer in a full-time

capacity. The Executive shall, during the term of this Agreement, have the

duties, responsibilities, powers, and authority of the position of Senior Vice

President, Chief Financial Officer. The Executive shall report to, and follow

the direction of, the Chief Executive Officer or President of the Employer or

any other employee designated by the Chief Executive Officer or President of

the Employer. The Executive shall diligently, competently, and faithfully

perform all duties, and shall devote his entire business time, energy,

attention, and skill to the performance of duties for the Employer or its

affiliates and will use his best efforts to promote the interests of the

Employer. It shall not be considered a violation of the foregoing for the

Executive to serve on corporate, industry, civic, religious or charitable

boards or committees, so long as such activities do not significantly

interfere with or present a conflict of interest with the performance of the

Executive's responsibilities as an employee of the Employer in accordance with

this Agreement.



         3. Executive Loyalty. The Executive shall devote all of his time,

attention, knowledge, and skill solely and exclusively to the business and

interests of the Employer, and the Employer shall be entitled to all benefits

and profits arising from or incident to any and all work, services, and advice

of the Executive. The Executive expressly agrees that during the term of this

Agreement, he shall not provide assistance to, as a partner, officer,

director, member, manager, stockholder, advisor, agent, employee, or in any

other form or capacity, any other business similar to that of the Employer.

The foregoing notwithstanding, except as provided for in Paragraph 9.D.(2)

below, nothing herein contained shall be deemed to prevent the Executive from

investing his money in the capital stock or other securities of any

corporation whose stock or securities are publicly-owned or are regularly

traded on any public exchange.



         4. Term of Employment. Unless sooner terminated as hereinafter

provided, this Agreement shall be entered into for a period of twelve (12)

month's (the "Initial Term"), commencing on January 1, 2002 (the "Effective

Date"). The term of employment shall be renewed automatically for successive

periods of twelve (12) month's each (a "Renewal Term") after the expiration of

the Initial Term and any subsequent Renewal Term, unless the Employer provides

the Executive, or the Executive provides the Employer, with written notice to

the contrary at least sixty (60) days prior to the end of the Initial Term or

any Renewal Term.







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     5.  Compensation.



         A.   Salary. The Employer shall pay the Executive an annual base salary

of $192,000.00 (the "Base Salary"), payable in substantially equal

installments, on a time schedule that is in accordance with the Employer's

payroll policy for executives in effect at the time. The Executive's salary

shall be subject to any payroll or other deductions as may be required to be

made pursuant to law, government order, or by agreement with, or consent of,

the Executive. The Employer will formally evaluate the Executive's performance

and communicate the results to Executive no less than once a year. Executive

will be eligible for performance-based increases in the Executive's base

salary on the same terms and conditions normally afforded executive employees

employed at Executive's level with Ultrak. The Executive's base salary will

not be reduced during the Initial Term of the Agreement. Executive shall

receive all regular costs of living and other standard raises or salary

increases, if any, provided to other executive employees employed at

Executive's level with Ultrak.



         B.   Performance Bonus. The Executive shall be entitled to receive a

bonus, if earned, to be determined according to the management bonus program

established by Employer for each of Employer's fiscal years beginning January

1, 2002 and Executive shall be entitled to participate in the Ultrak Executive

Management Stock Option Program. The 2002 performance bonus will provide for

the Executive a minimum guarantee of $76,800.00 or 40% of the current base

salary, if the Executive does not terminate his employment with Ultrak prior

to the filing of the 2002 10-K with the Security and Exchange Commission.





         C.   Retention Bonus. The Executive is to receive $20,617.00, to be

paid out in January 2002, for the purpose of retention. Should the Executive

terminate his employment with Ultrak prior to the end of 2002, the Retention

Bonus is payable back to Ultrak on a pro rated basis.



         D.   Other Benefits. During the term of this Agreement, the Employer

shall:



           (1) include the Executive in any medical, dental or health

         insurance, disability or life insurance, retirement plans and other

         benefit plans or programs as partially funded and maintained by

         Ultrak for the benefit of its employees;



           (2) provide the Executive with two (2) weeks paid vacation in each

         year to be taken at a time or times reasonably agreeable to both the

         Executive and the Employer, in addition to Employer designated holidays

         and sick leave in accordance with the Ultrak policy;



           (3) provide a monthly car allowance of $300.00;



           (4) pay for reasonable professional associations, dues, educational

         seminars to maintain license status.





         E. Profit Sharing. The Executive shall not be entitled to participate

in any profit sharing program of Employer, unless otherwise determined by

Ultrak's CEO and/or Board of Directors, from time to time.



     6. Expenses. The Employer shall reimburse the Executive for all

reasonable and approved business expenses, provided the Executive submits paid

receipts or other documentation acceptable to the Employer and as required by

the Internal Revenue Service to qualify as ordinary and necessary business

expenses under the Internal Revenue Code of 1986, as amended.



     7. Termination. Notwithstanding anything in Paragraph 4 of this Agreement

to the contrary, the Executive's services shall terminate upon the first to

occur of the following events:







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         A.   At the end of the term of this Agreement, including any Renewal

Terms, if notice of intent not to renew was provided in accordance with

Paragraph 4.



         B.   Upon the Executive's date of death or the date the Executive

becomes Disabled (as defined herein) . For purposes of this Agreement, the

Executive is "Disabled" if the Executive, as a result of illness or

incapacity, shall be unable to perform the essential functions of his job,

with or without any reasonable accommodation required by law, for a period of

three (3) consecutive months or for any aggregate period of six (6) months in

any twelve (12) month period. A termination of the Executive's employment by

the Employer for disability shall be communicated to the Executive by written

notice and shall be effective on the tenth (10th) business day after receipt

of such notice by the Executive, unless the Executive returns to full-time

performance of his duties before such tenth (10th) business day.



         C.   For "cause," on the date the Employer provides the Executive with

written notice that he is being terminated for Cause (as defined herein). For

purposes of this Agreement, "Cause" exists if the Executive:

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