AMERICAN BUILDING CONTROL INC
EX-10.39 SHARED INTELLECTUAL LICENSE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>16
<FILENAME>d04354exv10w39.txt
<DESCRIPTION>EX-10.39 SHARED INTELLECTUAL LICENSE AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.39

                 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
the other party.




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<PAGE>

            d. Ownership. As between Licensor and Licensee, Licensor shall own
all right, title and interest in and to the Licensed IP. As between Licensor and
Licensee, each party shall own the improvements and modifications it (or third
parties on its behalf) makes to, including any Derivative Works it (or third
parties on its behalf) makes of, the Licensed IP.

            e. Maintenance. Licensor, at its own expense, shall execute, file
and record all documents to maintain, preserve and renew all applications of and
registrations for any Licensed IP (except as to any Licensed IP licensed under
Nonexclusive Third Party Agreements) that are in existence at the time of the
date of this Agreement in any country or other jurisdiction in the world, and
take any other action that may be required to maintain the value, validity and
enforceability of the Licensed IP (except as to any Licensed IP licensed under
Nonexclusive Third Party Agreements). At Licensee's expense and request,
Licensor shall, within ten (10) business days of receipt, execute any documents
reasonably requested by Licensee to file, maintain, preserve and renew all
applications of and registrations for, the Licensed IP (except as to any
Licensed IP licensed under Nonexclusive Third Party Agreements) in the name of
Licensor in any country or other jurisdiction in the world where the Licensed IP
(except as to any Licensed IP licensed under Nonexclusive Third Party
Agreements) is not registered and no application therefor is pending, or where
other action may be required to maintain protection of the Licensed IP (except
as to any Licensed IP licensed under Nonexclusive Third Party Agreements),
including the recordation of this Agreement. Licensor shall not intentionally
take, or omit to take, any action which may reasonably be expected to jeopardize
the use, value, validity, or enforceability of the Licensed IP (except as to any
Licensed IP licensed under Nonexclusive Third Party Agreements) anywhere in the
world or where the Licensed IP (except as to any Licensed IP licensed under
Nonexclusive Third Party Agreements) is used by Licensee. Licensor further shall
not allow any existing application for or registration of any Licensed IP
(except as to any Licensed IP licensed under Nonexclusive Third Party
Agreements) in any country to lapse, expire, be cancelled or otherwise become
abandoned or lose effect without first receiving written confirmation from
Licensee that such application or registration in question is no longer of
interest. Licensor shall provide ninety (90) days prior written notice to
Licensee before the termination or expiration of any Nonexclusive Third Party
License Agreement.

            f. Consents. Licensor shall at its own expense execute all documents
necessary for the grant of each Sublicense simultaneously with the date of this
Agreement.

         3. Non-Competition. Ultrak agrees to comply with the terms of Section
6.11 of the Asset Purchase Agreement, which shall be a material obligation of
this Agreement and shall be incorporated by reference into this Agreement.

         4. Consulting Services.

            a. Transition Period. To facilitate technology transfer, for the
first 90 days following the Closing ("Transition Period"), Licensor shall
provide Consulting Services that Licensee, on its own behalf or on the behalf of
its Affiliates or customers, may reasonably request relating to the support of
the Access Control Business. Such Consulting Services during the Transition
Period shall be provided by Licensor to Licensee (1) at no cost (except that
Licensee will reimburse or pay Seller any reasonable out-of-pocket costs
relating to Licensor's




                                       3
<PAGE>

provision of such Consulting Services) if such Consulting Services relate to any
systems for which Licensor has received at least 90% of the revenue, and (2) at
a most favored rate on a time and materials basis if such Consulting Services
relate to any systems for which Licensor has received less than 90% of the
revenue for such system, provided that Licensee shall have the right to receive
telephone support services at no cost.

            b. Post-Transition Period. After the Transition Period, Licensor may
provide Consulting Services to Licensee in connection with the Access Control
Agreement, the terms of which are incorporated herein by reference, or as
mutually agreed in writing by the parties. Other services may be provided by
Licensor to Licensee as otherwise agreed by the parties.

         5. Representations and Warranties. Without limiting, and in addition
to, the representations and warranties made by Licensor in Article IV of the
Asset Purchase Agreement, Licensor represents, warrants, and covenants as
follows:

            a. Ownership. Licensor owns all right, title and interest in and to
the Licensed IP (except any Licensed IP licensed under Nonexclusive Third Party
License Agreements) and/or has the right to grant the License and the
Sublicenses granted in this Agreement.

            b. Consulting Services. Licensor shall perform the Consulting
Services in a professional and competent manner, using at least the same
standard of care that it uses in performing such services in its own affairs.

            c. Valid and Enforceable Rights. Licensor has taken, and shall take,
all necessary steps to maintain and protect Licensor's rights in and to, and the
value, validity and enforceability of, the Licensed IP (except any Licensed IP
licensed under Nonexclusive Third Party License Agreements) and to preserve its
rights under the Nonexclusive Third Party License Agreements.

            d. No Violation of Third Parties. To Licensor's knowledge, the use
of the Licensed IP (except any Licensed IP licensed under Nonexclusive Third
Party License Agreements) as permitted under this Agreement does not infringe,
conflict with, or otherwise violate, the rights of any third party.

            e. No Claims by Third Parties. Licensor is not a defendant to any
action, suit, investigation, or proceeding relating to, or otherwise has been
notified of, any claim that Licensor's use of the Licensed IP in connection with
its business infringes the rights of any third person. To Licensor's knowledge,
there is no infringement by any third person of any of the Licensed IP.

            f. Accuracy of Representations and Warranties. The representations
and warranties furnished by Licensor in this Agreement are accurate, correct and
complete in all respects and do not contain any untrue statement of fact or,
when considered in the context in which presented, omit to state a fact
necessary to make the statements and information contained herein not
misleading.




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<PAGE>

         6. Infringement.

            a. Notice. Both parties agree promptly to give notice in writing to
the other party of any infringement or suspected or threatened infringement by a
third party of the Licensed IP which it learns of at any time during the term of
this Agreement.

            b. Rights of Licensor. Upon learning of any such potential
infringement under Section 6(a), Licensor may, but shall not be obligated to,
take whatever action it deems necessary or desirable to protect or enforce its
and Licensee's rights to the Licensed IP, including the filing and prosecution
of litigation, opposition or cancellation proceedings, the institution of
federal or state proceedings and the right to settle, subject to Licensee's
approval, which shall not unreasonably be withheld. In the event that Licensor
takes such action, Licensee shall provide, at Licensor's expense, reasonable
cooperation to Licensor in the execution of any documents or other similar
assistance required for Licensor to take such steps, including joining Licensor
as a party in any litigation where reasonably necessary for the conduct thereof.
Licensor agrees to notify Licensee in writing of Licensor's decision and course
of action as soon as reasonably possible following the receipt of any notice
from the Licensee under Section 6(a) above.

            c. Rights of Licensee. In the event that Licensor elects not to
exercise its rights under Section 6(b) or fails to take action under Section
6(b) within 30 days of learning or receiving notice of any infringement or
suspected or threatened infringement, Licensee shall have the right, but not the
obligation, at its sole expense and upon prior written notice to Licensor, to
take such action as it deems necessary for the protection of its and Licensor's
rights in and to the Licensed Property, including the institution of federal and
state proceedings and the right to settle, subject to Licensor's approval, which
shall not be unreasonably withheld. In the event Licensee takes any action
permitted under this Section 6(c), Licensor shall provide, at Licensee's
expense, reasonable cooperation to Licensee in the execution of any documents or
other similar assistance required for Licensee to take such steps, including
joining Licensee as a party in any litigation where reasonably necessary for the
conduct thereof. If Licensee decides not to take any action with respect to such
infringement to enforce its rights pursuant to this Section, it shall promptly
notify Licensor of such decision.

            d. Joint Action. Nothing in this Agreement shall be construed to
prevent Licensor and Licensee from taking action jointly in any infringement
suit or other action with respect to the Licensed IP.

            e. Recovery. The party that takes action against an unauthorized
third party use (unless the action is taken jointly) shall receive and retain
any and all funds recovered in such an action, including without limitation, the
settlement thereof, after all parties are reimbursed for all out-of-pocket costs
and expenses incurred by them in connection with such action. If the action is
taken jointly, the parties will share the expenses equally and, after payment of
expenses, the parties shall share equally any and all funds recovered in an
action, including without limitation, the settlement thereof.



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<PAGE>

         7. Indemnification. Without limiting its indemnification obligations
under the Asset Purchase Agreement, Licensor shall indemnify Licensee, its
Affiliates and all of their directors, officers, employees, agents and
representatives from any and all claims, actions, demands, judgments, losses,
costs, expenses, damages and liabilities (including but not limited to
reasonable attorneys fees and other expenses of litigation) arising out of or
connected with any third party claim of infringement relating to the Licensed IP
(except for Licensed IP licensed under Nonexclusive Third Party License
Agreements) when used as permitted by this Agreement, any breach by Licensor of
the Nonexclusive Third Party License Agreements, or any claim by any third party
to the extent relating to the Consulting Services provided by Licensor to
Licensee under this Agreement, provided however, that with respect to claims
relating to modifications to the Licensed IP made by Licensee (or third parties
on its behalf) after the date of this Agreement, Licensor shall not have an
obligation of indemnification for any portion of the claim relating solely to
the modification. Licensee shall indemnify Licensor for any portion of a third
party infringement claim relating solely to any modification to the Licensed IP
made by Licensee or third parties on its behalf. The indemnified party shall
promptly notify the indemnifying party in writing of any claim, action, or
demand for which the indemnified party intends to claim indemnification
hereunder (however, failure to give such timely notice shall only relieve
indemnifying party from its obligations hereunder to the extent it was
prejudiced by such failure). The indemnified party agrees that the indemnifying
party will control the defense of all claims, actions, or demands which are
indemnified against hereunder at indemnifying party's expense, unless
indemnified party notifies indemnifying party that it will assume responsibility
therefor (in which event indemnified party shall bear all expenses thereof,
including fees and expenses of one counsel and any local counsel). Each party
will cooperate fully with the other party and its legal representatives in the
investigation and defense of any claim, action, or demand covered by this
indemnification. Indemnified party will permit the indemnifying party to settle
any claim, action, or demand and agrees that the indemnifying party will control
such settlement, provided that such settlement does not adversely affect the
indemnified party's rights or impose any obligations on the indemnified party in
addition to those stated in this Agreement. Indemnifying party, in the defense
of any claims, actions, or demands, will not consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term the
giving by the claimant or plaintiff to the indemnified party of a release from
all liability with respect to the claim, action, or demand. No such claim,
action, or demand will be settled by the indemnified party without the prior
written consent of the indemnifying party.

         8. Limitation of Liability. EXCEPT FOR LICENSOR'S AND LICENSEE'S
OBLIGATIONS OF INDEMNIFICATION UNDER SECTION 7 OF THIS AGREEMENT, TO THE MAXIMUM
EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER
(INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST SAVINGS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING
FROM THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE.

         9. Confidentiality.




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<PAGE>

            a. Obligations. Subject to Licensee's right to sublicense and assign
this Agreement pursuant to Sections 2(c) and 17, the parties acknowledge and
agree that proprietary or nonpublic information disclosed under this Agreement
by one party (the "Disclosing Party") to the other party (the "Receiving Party")
directly or indirectly, which information is marked as "proprietary" or
"confidential" or, if disclosed orally, is designated as confidential or
proprietary at the time of disclosure, constitutes the confidential and
proprietary information ("Confidential Information") of the Disclosing Party.
The Receiving Party shall retain in confidence and not disclose to any third
party any Confidential Information of the Disclosing Party without the
Disclosing Party's express written consent or as otherwise permitted under this
Agreement, and the Receiving Party shall not use such Confidential Information,
except to exercise its rights and perform its obligations under this Agreement.
Without limiting the foregoing, each party shall use at least the same
procedures and degree of care which it uses to protect its own Confidential
Information of like importance, and in no event less than reasonable care. In
the event that the Receiving Party is requested or required (by oral questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process) to disclose any of the Confidential
Information, it is agreed that the Receiving Party will provide the Disclosing
Party with prompt notice of each such request so that it may seek an appropriate
protective order or other appropriate remedy and/or waive the Receiving Party's
compliance with the provisions of this Section 9, and the Receiving Party will
cooperate with the Disclosing Party to obtain such protective order or other
remedy. In the event that such protective order or other remedy is not obtained
or that the Disclosing Party grants a waiver hereunder, the Receiving Party may
furnish only that portion of the Confidential Information which it is legally
compelled to disclose and will use its commercially reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded any Confidential
Information so furnished.

            b. Exceptions. Notwithstanding the foregoing, Confidential
Information will not include information to the extent that, in each case, such
information is demonstrated by written documentation:

               (1) was already known by the Receiving Party, to the extent such
information was so known by the Receiving Party without an obligation of
confidentiality, at the time of disclosure hereunder;

               (2) was generally available to the public or otherwise part of
the public domain at the time of its disclosure to the Receiving Party
hereunder;

               (3) became generally available to the public or otherwise part of
the public domain after its disclosure and other than through any act or
omission of the Receiving Party in breach of this Agreement; or

               (4) was subsequently lawfully disclosed to the Receiving Party by
a person other than a party or developed by the Receiving Party without
reference to any information or materials disclosed by the Disclosing Party.

         10. Term and Termination; Arbitration.



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<PAGE>

            a. Term. This Agreement and the Licenses granted hereunder will be
effective as of the Closing and will continue in full force and effect
indefinitely (the "Term"), unless terminated as set forth in this Section 10.

            b. Breach; Arbitration; Termination. In the event that either party
defaults in the performance of a material obligation under this Agreement, then
the non-defaulting party may provide written notice to the defaulting party
describing with specificity: (i) the nature and basis of such default with
reference to the applicable provisions of this Agreement; and (ii) the
non-defaulting party's requested cure. In the event that such material default
is not cured within ninety (90) days after such notice, the non-defaulting party
must seek arbitration pursuant to the provisions of Section 9.13 of the Asset
Purchase Agreement. If the non-defaulting party fails to commence arbitration
proceedings within 180 days of its initial written notice of default, the
alleged default will be deemed cured, the non-defaulting party shall irrevocably
waive its claim of default and the allegedly defaulting party shall have no
further obligation to cure. Any breach of Section 6.11 (non-competition) of the
Asset Purchase Agreement by Licensor shall be deemed a breach of this Agreement,
and the Licensee shall have the rights to any remedies under this Agreement or
under the Asset Purchase Agreement for such breach by Licensor.

            c. Certain Events of Termination. On the occurrence of any of the
following events, this Agreement may be terminated by either party, effective on
delivery of notice in accordance with Section 11 of this Agreement:

               (1) The filing of any petition seeking any reorganization,
arrangement, liquidation, dissolution or similar relief with respect to the
other party which is not dismissed or withdrawn within 60 days of filing;

               (2) The appointment of a receiver for all of the other party's
assets; and

               (3) The other party becomes insolvent, or it is unable to pay its
debts as they become due.


            d. Effect of Termination. Upon termination of this Agreement, all
right, title and interest in the Licensed IP shall vest in Licensor provided
however that Licensee shall have the right to continue to exercise the rights
under the License and Sublicenses with regard to any portion of Licensed IP
existing as of the date of termination. Any such termination described above in
this Section 10 shall be without prejudice to any other rights or claims either
party may have against the other.

            e. Survival. The terms and conditions of the following Articles and
Sections will survive termination or expiration of this Agreement: Section 2(a)
(as to any Licensed IP existing as of the date of termination), Section 2(b),
Section 2(c), Section 2(d), Section 3, Section 7, Section 8, Section 10(d),
Section 10(e) and Sections 11, 13, 14, 15 and 17. In addition, the termination
or expiration of this Agreement shall not relieve any party of any liability
that accrued prior to such termination or expiration or any losses from any
willful breach. Except as expressly provided in this Section 10(e), all other
provisions of this Agreement shall terminate upon the expiration or termination
hereof.



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<PAGE>

            11. Notices. All notices, requests, demands and other communications
under this Agreement must be in writing and will be deemed to have been duly
given or made as follows: (a) if sent by registered or certified mail in the
United States return receipt requested, upon receipt; (b) if sent by reputable
overnight air courier two (2) business days after mailing; (c) if sent by
facsimile transmission, with a copy mailed on the same day in the manner
provided in (a) or (b) above, when transmitted and receipt is confirmed by
telephone; or (d) if otherwise actually personally delivered, when delivered,
and shall be delivered as follows:

                  If to Licensee:

                           Ultrak, Inc.
                           1301 Waters Drive Drive
                           Lewisville, Texas  75057
                           Attention:  General Counsel

                  With a copy to:

                           Gardere Wynne Sewell LLP
                           1601 Elm Street, Suite 3000
                           Dallas, Texas  75201-4761
                           Attention:  Richard L. Waggoner, Esq.

                  If to Licensor:

                           Honeywell International Inc.
                           101 Columbia Road
                           Morristown, NJ  07962
                           Attention:  Chief Patent Counsel

                  With a copy to:

                           Honeywell International Inc.
                           1985 Douglas Drive North
                           Golden Valley, MN  55422-4386
                           Attention:  General Counsel, Automation
                                and Control Solutions


or to such other address or to such other Person as either party may have last
designated by notice to the other party.

         12. Waiver. No delay or failure of any party in exercising any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude other or
further exercise thereof or the exercise of any other right, power or remedy.



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<PAGE>

         13. Severability. If under any applicable and binding law or rule of
any applicable jurisdiction, any provision of this Agreement is held to be
invalid or unenforceable, the invalid or enforceable provision, or any portion
thereof, shall be modified to the extent required to be valid and enforceable
and the remaining provisions of this Agreement will continue to be given full
force and effect.

         14. Governing Law. This Agreement will be construed, performed and
enforced in accordance with the laws of the State of Delaware without giving
effect to its principles or rules of conflict of laws thereof to the extent such
principles or rules would require or permit the application of the laws of
another jurisdiction.


         15. Choice of Venue; Service of Process.

            a. Venue. Subject to the limitations set forth in Section 10(b)
above, the parties agree that the venue for any action, injunctive application
or dispute determinable by a court of law arising out of or relating to this
Agreement shall be in the State of Delaware and that the Federal and state
courts therein shall have exclusive jurisdiction over the subject matter of such
action and the parties hereto. Each of the parties hereby irrevocably and
unconditionally submits, for itself and its property, to the exclusive
jurisdiction of any Delaware State court or Federal court of the United States
of America sitting in Delaware, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement or the
transactions contemplated by this Agreement or for recognition or enforcement of
any judgment relating to this Agreement, and each of the parties hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such Delaware State court
or, to the extent permitted by law, in such Federal court. Each of the parties
agrees that a final judgment in any such action or proceeding will be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.

            b. Service of Process. Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section 11.
Nothing in this Agreement will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

         16. Entire Agreement. Except as expressly provided herein, this
Agreement constitutes the entire Agreement between the parties hereto and
supersedes all provisions, negotiations, agreements and commitments in respect
thereto, and shall not be released, discharged, changed or modified in any
manner except by instruments signed by duly authorized officers or
representatives of each of the parties hereto.

         17. Successors and Assigns. Neither the License or the Agreement may be
assigned, conveyed, transferred, or licensed by (1) Licensee without Licensor's
prior written Consent, except (a) to a successor of all or substantially all of
the assets (including by merger, stock sale, asset sale, or otherwise) of
Licensee, (b) 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, (c) by operation of law, or (d) to an Affiliate of Licensee; or
(2) Licensor without Licensee's prior written Consent. This Agreement shall be
binding upon and inure to the benefit of the parties named herein and their
respective successors and permitted assigns. Any purported



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<PAGE>

assignment conveyance, license, or other transfer in violation of this Agreement
will be void and unenforceable.


         18. Further Assurances. Subject to the specific terms of this
Agreement, each party shall make, execute, acknowledge and deliver such other
instruments and documents and take such other actions as may be reasonably
required in order to effectuate the purposes of this Agreement and to consummate
the transactions contemplated hereby.

         19. Counterparts. This Agreement may be executed in counterparts, both
of which will constitute one and the same instrument.

         20. Force Majeure. Each party shall bear no responsibility or liability
for any losses arising out of any delay, inability to perform or interruption of
its performance of obligations under this Agreement due to any acts or omissions
of the other party or for events beyond its reasonable control (hereinafter
referred to as "Force Majeure") including, without limitation, acts of God, act
of governmental authority, act of the public enemy or due to war, riot, flood,
civil commotion, insurrection, labor difficulty, severe or adverse weather
conditions, lack of or shortage of electrical power, malfunctions of equipment
or software programs or any other cause beyond the reasonable control of the
party whose performance is affected by the Force Majeure event. The party whose
performance is affected by the Force Majeure shall immediately notify the other
party of the onset, extent and probable duration of such circumstances.

         21. Relationship of the Parties. The relationship of the parties shall
be that of independent contractors and not as employees, agents,
representatives, or partners.




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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Shared
Intellectual Property License Agreement to be signed and sealed by their duly
authorized officer or representative as of the date first above written.

Licensor:                                                   Licensee:

ULTRAK, INC.                                                PITTWAY CORPORATION

<Table>
<Caption>
<S>                                                         <C>
By:  /s/ Chris Sharng                                       By: /s/ Thomas F. Larkins
     ----------------------------------------------            -----------------------------------------
     Name:  Chris Sharng                                       Name:  Thomas F. Larkins
     Title: Senior Vice President, Chief                       Title: Assistant Secretary
            Financial Officer and Secretary
</Table>








</TEXT>
</DOCUMENT>
