##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION




Form 10-K/ A

(Mark One)

|                                            |  |                                                                                             
|------------------------------------------- |  | --------------------------------------------------------------------------------------------
|x                                           |  | Annual Report Pursuant To Section 13 or
    15(d) of the Securities Exchange Act of 1934    
|For the fiscal year ended December 31, 2002
|                                           
|OR                                         
|o                                           |  | Transition Report Pursuant to Section 13
    or 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-9463

AMERICAN BUILDING CONTROL, INC.

(Exact name of registrant as specified in its
charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|DELAWARE                                                           |  | 75-2626358                              
|(State or other jurisdiction
    Of incorporation or organization) |  | (I.R.S. Employer
    Identification No.)
|                                                                  
|1301 WATERS RIDGE DRIVE
    LEWISVILLE, TEXAS                      |  | 75057                                   
|(Address of principal executive offices)                           |  | (Zip Code)                              

Registrants telephone number, including
area code: (972) 353-6458

Securities registered pursuant to
Section 12(b) of the Act: NONE

Securities registered pursuant to
Section 12(g) of the Act:

COMMON STOCK, $.01 PAR VALUE

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes x          No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in a
definitive proxy to be filed or information statements
incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K.     o

The aggregate market value of the voting stock
held by non-affiliates of the registrant, as of April 21,
2003 was $12,751,444. As of that date, 14,204,071 shares of
the Registrants Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None.



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TABLE OF CONTENTS



|                                                                                                               |                                                                                               |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                                                                                               | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                                                                               | Item 10. Directors and Executive Officers of the Registrant                                  
|                                                                                                               | Item 11. Executive Compensation                                                              
|Comparison of Five-Year Cumulative Total Returns Performance Graph for American Building Control, Inc.        
|                                                                                                               | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|SIGNATURES                                                                                                    
|CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
|EXHIBIT INDEX                                                                                                 
|EX-10.7 Release Agreement                                                                                     
|EX-99.1 Certification of Chief Executive Officer                                                              
|EX-99.2 Certification of Chief Financial Officer                                                              



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Explanatory Note

This Form 10-K/ A amends the annual report
of American Building Control, Inc. (the Company) on
Form 10-K for the fiscal year ended December 31, 2002,
filed with the Securities and Exchange Commission on
April 4, 2003 (the Form 10-K), for the
purpose of amending: (i) Item 7.
Managements Discussion and Analysis of Financial
Condition and Results of Operations, Contractual
obligations and commitments; (ii) Item 10.
Directors and Executive Officers of the Registrant;
(iii) Item 11. Executive Compensation;
(iv) Item 12. Security Ownership of Certain
Beneficial Owners and Management; and (v)
Exhibit 10.7: Release Agreement, dated December 31,
2002, between the Company and Chris Sharng. Other than the
foregoing amendments, no changes are being made to the
Form 10-K.






|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis
    of Financial Condition and Results of Operations

Contractual Obligations and
Commitments

The following table summarizes the Companys
contractual obligations and commitments with definitive payment
terms that will require cash outlays in the future. These
amounts are as of December 31, 2002 in thousands:

|                                         |  |       |       |      |  |      |       |      |  |      |     |       |  |   |     |  |  |   |    |  |  |   |   | 
|---------------------------------------- |  | ----- | ----- | ---- |  | ---- | ----- | ---- |  | ---- | --- | ----- |  | - | --- |  |  | - | -- |  |  | - | - | 
|                                         |  |       |       |      |  |      |       |      |  |      |     | Later
|                                         |  | Total |       | 2003 |  | 2004 |       | 2005 |  | 2006 |     | Years
|                                         |  |       |       |      |  |      |       |      |  |      |     |      
|Contractual obligations and commitments: |  |       |       |      |  |      |       |      |  |      |     |       |  |   |     |  |  |   |    |  |  |   |   | 
|Operating leases                         |  | $     | 1,547 |      |  | $    | 904   |      |  | $    | 392 |       |  | $ | 197 |  |  | $ | 54 |  |  |   |  | 
|Severance obligations                    |  |       | 1,706 |      |  |      | 792   |      |  |      | 510 |       |  |   | 404 |  |  |   |   |  |  |   |  | 
|                                         |  |       |       |      |  |      |       |      |  |      |     |       |  |   |     |  |  |   |    |  |  |   |   | 
|                                         |  | $     | 3,253 |      |  | $    | 1,696 |      |  | $    | 902 |       |  | $ | 601 |  |  | $ | 54 |  |  | $ |  | 
|                                         |  |       |       |      |  |      |       |      |  |      |     |       |  |   |     |  |  |   |    |  |  |   |   | 

The Companys significant operating leases
include facilities and office equipment which require monthly
payments for facilities ranging from $1,900 to $21,000.

The Company has an option to repurchase the
Headquarters Facility for $7,550,000 by giving notice to the
owner of its intent to purchase on or before November 30,
2003. Such amount is not included in this table as the Company
is not contractually obligated to exercise the option.






|         |                                                       
|-------- | ------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant

Directors

|                   |  |                |      |                |  |     |      |  |  |  |    | 
|------------------ |  | -------------- | ---- | -------------- |  | --- | ---- |  |  |  | -- | 
|Name               |  | Term of Office |      | Director Since |  | Age
|                   |  |                |      |                |  |    
|Bryan C.W. Tate    |  |                | 2003 |                |  |     | 2001 |  |  |  | 58 | 
|Lance R. Borvansky |  |                | 2003 |                |  |     | 2003 |  |  |  | 35 | 
|Ronald F. Harnisch |  |                | 2003 |                |  |     | 2003 |  |  |  | 60 | 
|Carlo R. Loi       |  |                | 2003 |                |  |     | 2003 |  |  |  | 64 | 
|John C. Macaulay   |  |                | 2003 |                |  |     | 2003 |  |  |  | 59 | 

Bryan C.W. Tate has served as a director of the
Company since October 2001 and was elected Chairman of the Board
in February 2003. He was elected Chief Executive Officer of the
Company (CEO) in January 2003. Since 1983,
Mr. Tate has been the Chairman, Chief Executive Officer and
majority shareholder of Digitel Corporation, a privately-held,
Atlanta, Georgia based, telecommunications company.
Mr. Tate received his B.S. in industrial technology from
Ohio University and did some postgraduate work in engineering
management at the University of Dayton. Mr. Tate served in
the United States Infantry from 1968 to 1974, and was assigned
to the First Infantry Division and the 173rd Airborne
Brigate in the Republic of South Vietnam. Prior to 1983,
Mr. Tate held management positions with NCR Corporation and
Questor Corporation.

Lance R. Borvansky has served as a director of
the Company since January 2003. A U.S. citizen currently
living in Italy, Mr. Borvansky is an independent consultant
in the areas of risk management, banking

1



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and venture capital. He received his B.S. in
Electrical Engineering and his M.S. in Electrical Engineering
and Computer Science from the Massachusetts Institute of
Technology.


Ronald F. Harnisch has served as a director of
the Company since January 2003. Mr. Harnisch is an attorney
in New York City. He currently is of counsel to the law firm
Mintz & Gold LLP where he chairs the governmental
affairs practice. He is active in international affairs and
serves as one of the Trustees of the Friends of Irish Labour in
America (FILA). Mr. Harnisch is a graduate of The City
College of New York and St. Johns University School of
Law. Mr. Harnisch previously served on the Board from
October 2001 until April 2002.

Carlo R. Loi has served as a director of the
Company since January 2003. Mr. Loi, a resident of Milan,
Italy, was an executive with a number of multinational
companies, including Hewlett Packard and General Electric.
Mr. Loi has a Masters degree in Electrical
Engineering from the University of Padua and a Master of
Business Administration degree from New York University. He has
served as chairman of several corporate boards in Europe.

John C. Macaulay has served as a director of the
Company since March 2003. Mr. Macaulay, a resident of
Dallas, Texas, has served as a senior financial executive for
several companies, including Teen Mania Ministries, Pillowtex,
Overhead Door Corporation and Dresser Industries.
Mr. Macaulay received his B.A. in biology and chemistry
from St. Olaf College in Northfield, Minnesota and a Master of
Business Administration from the J. L. Kellogg Graduate School
of Management, Northwestern University, in Evanston, Illinois.
He recently served as a member of the Board of Regents of the
Institute of Certified Management Accountants.

Officers

|                |  |                                                                   |  |               |      |     |  |  |    | 
|--------------- |  | ----------------------------------------------------------------- |  | ------------- | ---- | --- |  |  | -- | 
|Name            |  | Office                                                            |  | Officer Since |      | Age
|                |  |                                                                   |  |               |      |    
|Bryan C.W. Tate |  | Chairman of the Board and CEO                                     |  |               | 2001 |     |  |  | 58 | 
|Chris T. Sharng |  | Senior Vice President, Chief Financial Officer,
    and Secretary |  |               | 2000 |     |  |  | 39 | 
|Karen S. Austin |  | Senior Vice President and General Counsel                         |  |               | 2002 |     |  |  | 50 | 

See Directors under Item 10 for
information concerning Mr. Tate.

Chris T. Sharng joined the Company in October
2000 as Senior Vice President and Chief Financial Officer. From
March 1989 to July 2000 Mr. Sharng was employed by Mattel,
Inc., a large, publicly-held consumer products company, in
various capacities and he served as Mattels Vice President
of International Finance and Planning from 1996 to July 2000.
Mr. Sharng received his Master of Business Administration
from Columbia Business School in New York City and his Bachelor
degree from National Taiwan University.

Karen S. Austin joined the Company in July 2001
as Vice President and General Counsel. Ms. Austin was
promoted to Senior Vice President and General Counsel in July
2002. From February 1991 until February 2001 Ms. Austin was
employed by Overhead Door Corporation as Assistant General
Counsel. Ms. Austin received her B.S. in Business from
Indiana University in Bloomington, Indiana and her Doctor of Law
degree from the University of Chicago in Chicago, Illinois.

Management and Board of Directors
Changes

During 2002, George Broady served as the
Companys CEO until April 2002. From April 2002 to May
2002, Mr. Broady and Niklaus Zenger served as Joint-CEO.
Mr. Zenger served as sole CEO until January 20, 2003,
when he resigned as the Companys CEO. On the same date,
Bryan C. W. Tate was elected by the Board to serve as the
Companys new CEO. Peter D. Beare resigned as President and
Chief Operating Officer of the Company in May 2002. Wendy S.
Diddell, formerly Senior Vice President-Sales, received but
declined an offer from Honeywell and resigned from the Company
as of December 31, 2002. Mr. Rufus Bond Gunning, the
Companys Chief Operating Officer during a portion of 2002,
ended his services in November 2002.

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In March and April 2002, Vince Broady and Ronald
F. Harnisch, respectively, resigned from the Board. Niklaus F.
Zenger, Gerard Codeluppi and Michael Morris were elected to the
Board in March 2002 and April 2002. Peter D. Beare, Alastair
Gunning and George K. Broady separately resigned from the Board
during 2002. Oliver Stahel was elected to the Board in August
2002. In February 2003, Messrs. Codeluppi, Morris and
Stahel resigned from the Board. Lance R. Borvansky, Ronald F.
Harnisch and Carlo R. Loi were elected to the Board in January
2003, and Mr. Zenger subsequently resigned from the Board
in March 2003. In March 2003, John C. Macaulay was elected to
the Board.

Corporate Governance

The Company is dedicated to complying with the
Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley
Act). The Board is composed of a majority of independent
directors. The Company has adopted a code of ethics for its
principal executive and financial officers, and the Audit
Committee Charter was revised to incorporate the additional
control measures in the Sarbanes-Oxley Act. The code of ethics
is filed with the SEC as an exhibit to this document. A
Disclosure Review Committee composed of management was
formulated, guided by an internal Disclosure Review Charter to
insure proper disclosure and improve internal control. The CEO
and the Chief Financial Officer (CFO) personally
certify the Companys financial statements and public
filings, and the internal authorization policy has been
significantly modified to ensure effective disclosure controls
and procedures.

The Audit Committee is chaired by John Macaulay,
who is also the designated audit committee financial
expert. Mr. Macaulay is joined on the Audit Committee
by Carlo Loi and Lance Borvansky. The Compensation Committee
consists of Ronald Harnisch and Carlo Loi, with
Mr. Harnisch serving as Chairman. Messrs. Macaulay,
Loi, Borvansky and Harnisch are all independent directors.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Exchange Act requires
the Companys officers and directors and 10% holders of
Common Stock or securities convertible into Common Stock, to
file with the SEC reports of ownership and reports of changes in
ownership in Common Stock. Such officers, directors and 10%
holders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based
solely upon a review of the copies of such forms furnished to
the Company and written representations that no other forms were
required during the 2002 fiscal year, the Company believes that
all Section 16(a) filing requirements were complied with.

3



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|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

Executive Officers Summary Compensation
Table

The following summary sets forth all annual and
long-term compensation paid or accrued to the Companys
executive officers (the Executive Officers) earning
in excess of $100,000 during the year ended December 31,
2002 for services rendered to the Company during the fiscal
years ended December 31, 2002, 2001 and 2000.
Mr. Tates compensation is not reported in the table
because he did not become an Executive Officer until January
2003.

|                            |                                |      |      |                     |  |              |         |           |      |              |         |         |     |  |         |         |  |   |         |        |     
|--------------------------- | ------------------------------ | ---- | ---- | ------------------- |  | ------------ | ------- | --------- | ---- | ------------ | ------- | ------- | --- |  | ------- | ------- |  | - | ------- | ------ | ----
|                            |                                |      |      |                     |  |              |         | Long Term |      |             
|                            |                                |      |      |                     |  | Compensation |         |          
|                            |                                |      |      | Annual Compensation |  |              |         |          
|                            |                                |      |      |                     |  | Stock        |         | All Other
|Name and Principal Position |                                | Year |      | Salary              |  | Bonus        |         | Options   |      | Compensation
|                            |                                |      |      |                     |  |              |         |           |      |             
|George K. Broady            |                                |      | 2002 |                     |  | $            | 385,632 |           |      | $            | 15,189  |         |     |  | 475,000 |         |  | $ | 29,546  | (2)   
|                            | Former CEO and Chairman        |      |      | 2001                |  |              | $       | 385,632   |      |              | $       | 770,019 | (3) |  |         | 138,851 |  |   | $       | 19,174 | (2) 
|                            | of the Board(1)                |      |      | 2000                |  |              | $       | 385,632   |      |              |         |        |     |  |         | 132,000 |  |   | $       | 3,174  | (2) 
|Niklaus F. Zenger           |                                |      | 2002 |                     |  | $            | 359,443 | (5)       |      | $            | 81,880  |         |     |  |        |         |  | $ | 905,387 | (6)   
|                            | Former CEO and Chairman        |      |      | 2001                |  |              |         | N/A       |      |              |         | N/A     |     |  |         | N/A     |  |   |         | N/A    |     
|                            | of the Board(4)                |      |      | 2000                |  |              |         | N/A       |      |              |         | N/A     |     |  |         | N/A     |  |   |         | N/A    |     
|Chris T. Sharng             |                                |      | 2002 |                     |  | $            | 192,000 |           |      | $            | 314,596 |         |     |  | 275,000 |         |  | $ | 11,423  | (7)   
|                            | Senior Vice President,         |      |      | 2001                |  |              | $       | 175,000   |      |              | $       | 36,007  |     |  |         |        |  |   | $       | 69,539 | (7) 
|                            | CFO and Secretary              |      |      | 2000                |  |              | $       | 40,385    |      |              |         |        |     |  |         |        |  |   |         |       |     
|Karen S. Austin             |                                |      | 2002 |                     |  | $            | 151,223 |           |      | $            | 86,650  |         |     |  | 25,000  |         |  | $ | 9,253   | (8)   
|                            | Senior Vice President and      |      |      | 2001                |  |              | $       | 60,000    | (9)  |              | $       | 2,307   |     |  |         | 5,000   |  |   |         |       |     
|                            | General Counsel                |      |      | 2000                |  |              |         | N/A       |      |              |         | N/A     |     |  |         | N/A     |  |   |         | N/A    |     
|Peter D. Beare              |                                |      | 2002 |                     |  | $            | 127,959 | (11)      |      | $            | 22,500  |         |     |  |        |         |  | $ | 311,840 | (12)  
|                            | Former President and Chief     |      |      | 2001                |  |              | $       | 237,287   | (11) |              | $       | 65,311  |     |  |         | 250,000 |  |   | $       | 38,008 | (12)
|                            | Operating Officer(10)          |      |      | 2000                |  |              | $       | 101,444   | (11) |              |         |        |     |  |         | 62,000  |  |   | $       | 8,549  | (12)
|Wendy S. Diddell            |                                |      | 2002 |                     |  | $            | 183,000 |           |      | $            | 44,188  |         |     |  |        |         |  | $ | 10,636  | (14)  
|                            | Former Senior Vice President  |      |      | 2001                |  |              | $       | 177,000   |      |              | $       | 62,271  |     |  |         | 50,000  |  |   | $       | 3,967  | (14)
|                            | Sales(13)                      |      |      | 2000                |  |              | $       | 164,981   |      |              | $       | 71,250  |     |  |         | 35,000  |  |   | $       | 14,594 | (14)



---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Mr. Broady resigned as Joint-CEO on
    May 31, 2002, and resigned as a director of the Company on
    August 6, 2002. Mr. Broadys employment with the
    Company terminated on December 31, 2002, but was
    subsequently reinstated, as an assistant to the current CEO on
    special assignments, on April 11, 2003.                                                                                         
|
| | (2) | These amounts represent $24,546, which represents
    the fair market value of certain office furniture retained by
    Mr. Broady upon his resignation in 2002; $5,000, $3,174 and
    $3,174 contributed by the Company to the Companys 401(k)
    Plan on behalf of Mr. Broady during 2002, 2001 and 2000,
    respectively; and $16,000 as reimbursement by the Company of
    Mr. Broadys legal fees in 2001.
|
| | (3) | Represents a bonus paid to Mr. Broady upon
    the sale of the Companys ownership in Detection Systems,
    Inc.                                                                                                                                                                                                                                                                                                   
|
| | (4) | Mr. Zenger resigned as CEO in January 2003
    and Chairman of the Board in February 2003.                                                                                                                                                                                                                                                                                                                          
|
| | (5) | Represents base salary paid by the Company to
    Mr. Zenger for the period from April 2002 through December
    2002.                                                                                                                                                                                                                                                                                              
|
| | (6) | Represents a $854,000 severance payment payable
    by the Company to Mr. Zenger upon his resignation and
    $51,387 in social charges paid by the Company to Mr. Zenger
    in 2002. Of the total $854,000 severance payment, $244,600 was
    withheld by the Company pending a contemplated purchase by
    Mr. Zenger of certain source code software. See
    Transactions with Management and Others.      
|
| | (7) | Represents $5,520 paid by the Company to
    Mr. Sharng in 2002 for the use of an automobile; $5,903 and
    $2,585 contributed by the Company to the Companys 401(k)
    Plan on behalf of Mr. Sharng during                                                                                                                                                                                                      

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| |     |                                                                                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | 2002 and 2001, respectively; and $66,954 as the
    taxable amount paid by the Company for the relocation of
    Mr. Sharng in 2001.                                                                        
|
| | (8) | Represents $5,520 paid by the Company to
    Ms. Austin in 2002 for the use of an automobile and $3,733
    contributed by the Company to the Companys 401(k) Plan on
    behalf of Ms. Austin during 2002.
|
| | (9) | Represents base salary paid by the Company to
    Ms. Austin for the period from July 2001 through December
    2001.                                                                                       



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Mr. Beare resigned as President and Chief
    Operating Officer of the Company on May 3, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(11) | Represents $127,959 in base salary paid by the
    Company to Mr. Beare for the period from January 1,
    2002 to April 18, 2002; $237,287 in base salary paid by the
    Company to Mr. Beare in 2001, which represented an
    annualized base salary of $225,000 from January 1, 2001 to
    September 30, 2001 and $310,000 thereafter; and $101,444 in
    base salary paid by the Company to Mr. Beare for the period
    from May 8, 2000 to December 31, 2000.
    Mr. Beares $237,287 base salary in 2001 included
    $9,628 in back-pay due to a salary increase in 2000.
|    
|(12) | Represents $310,000 in severance payments by the
    Company to Mr. Beare in 2002 following his resignation;
    $1,840, $10,591 and $2,252 paid by the Company to Mr. Beare
    for the use of an automobile in 2002, 2001 and 2000,
    respectively; and $27,417 and $6,297 paid by the Company to
    Mr. Beare for his U.S. related housing expenses in
    2001 and 2000, respectively.                                                                                                                                                                                         
|    
|(13) | Ms. Diddell resigned as Senior Vice
    President-Sales of the Company on December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|(14) | Represents $5,520 paid by the Company to
    Ms. Diddell for the use of an automobile in 2002; $5,116,
    $3,967 and $3,974 contributed by the Company to the
    Companys 401(k) Plan on behalf of Ms. Diddell during
    2002, 2001 and 2000, respectively; and $10,620, which represents
    the value realized due to the exercise by Ms. Diddell of
    stock options in 2000.                                                                                                                                                                                                 

5



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Option Grants in Last Fiscal Year

The table below shows information on grants of
stock options to the Executive Officers under the 1988 Plan and
the 2002 Plan during the fiscal year ended December 31,
2002, which option grants are reflected in the Executive
Officers Summary Compensation Table. There were no option grants
during such fiscal year under the 1997 Plan.

|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|----------------- |  | ----------------- | ------- | -------------- |  | --------------------------- | ---- | ---------------------------- |  | ---------- | ---- | ---------------------------- |  | --- | ---- |  |  |  | -------- |  |  | - | ---------- |  |  | - | ------------ | 
|                  |  |                   |         |                |  |                            
|                  |  | Individual Grants |         |                |  |                            
|                  |  |                   |         |               
|                  |  | Number of         |         |                |  | Potential Realized Value at
|                  |  | Securities        |         | % of Total     |  |                             |      | Assumed Rates of Stock Price
|                  |  | Underlying        |         | Granted to     |  | Exercise                    |      | Price on                     |  |            |      | Appreciation for Option Term
|                  |  | Options           |         | Employees in   |  | Price                       |      | Date of                      |  | Expiration |      |                             
|Name              |  | Granted           |         | Fiscal Year(a) |  | ($/Share)                   |      | Grant                        |  | Date       |      | 5%                           |  | 10%
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |    
|George K. Broady  |  |                   | 475,000 | (1)            |  |                             | 54.8 | %                            |  | $          | 1.42 |                              |  | $   | 1.42 |  |  |  | 01/30/03 |  |  | $ | 424,189.43 |  |  | $ | 1,074,979.29 | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Total             |  |                   | 475,000 |                |  |                             | 54.8 | %                            |  |            |      |                              |  |     |      |  |  |  |          |  |  | $ | 424,189.43 |  |  | $ | 1,074,979.29 | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Niklaus F. Zenger |  |                   |        |                |  |                             | N/A  |                              |  |            | N/A  |                              |  |     | N/A  |  |  |  | N/A      |  |  |   | N/A        |  |  |   | N/A          | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Total             |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Bryan C. W. Tate  |  |                   |        |                |  |                             | N/A  |                              |  |            | N/A  |                              |  |     | N/A  |  |  |  | N/A      |  |  |   | N/A        |  |  |   | N/A          | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Total             |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Chris T. Sharng   |  |                   | 75,000  | (2)            |  |                             | 8.7  | %                            |  | $          | 1.49 |                              |  | $   | 1.49 |  |  |  | 01/13/12 |  |  | $ | 61,727.28  |  |  | $ | 164,483.57   | 
|                  |  |                   | 200,000 | (3)            |  |                             | 23.1 | %                            |  | $          | 1.10 |                              |  | $   | 1.10 |  |  |  | 07/11/12 |  |  | $ | 242,606.07 |  |  | $ | 516,622.86   | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Total             |  |                   | 275,000 |                |  |                             | 31.8 | %                            |  |            |      |                              |  |     |      |  |  |  |          |  |  | $ | 304,333.35 |  |  | $ | 681,106.43   | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Karen S. Austin   |  |                   | 25,000  | (4)            |  |                             | 2.9  | %                            |  | $          | 1.10 |                              |  | $   | 1.10 |  |  |  | 07/11/12 |  |  | $ | 30,325.76  |  |  | $ | 64,577.86    | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Total             |  |                   | 25,000  |                |  |                             | 2.9  | %                            |  |            |      |                              |  |     |      |  |  |  |          |  |  | $ | 30,325.76  |  |  | $ | 64,577.86    | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Peter D. Beare    |  |                   |        |                |  |                             | N/A  |                              |  |            | N/A  |                              |  |     | N/A  |  |  |  | N/A      |  |  |   | N/A        |  |  |   | N/A          | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Total             |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Wendy S. Diddell  |  |                   |        |                |  |                             | N/A  |                              |  |            | N/A  |                              |  |     | N/A  |  |  |  | N/A      |  |  |   | N/A        |  |  |   | N/A          | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|Total             |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 
|                  |  |                   |         |                |  |                             |      |                              |  |            |      |                              |  |     |      |  |  |  |          |  |  |   |            |  |  |   |              | 



---



|    |                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Mr. Broady was granted options to purchase
    475,000 shares of Common Stock under the 1988 Plan in
    January 2002. Such options were not properly exercised and paid
    for and therefore expired on January 30, 2003.
|   
|(2) | Mr. Sharng was granted 75,000 options in
    January 2002 under the 1988 Plan.                                                                                                                                             
|   
|(3) | Mr. Sharng was granted 200,000 options in
    July 2002 under the 2002 Plan.                                                                                                                                               
|   
|(4) | Ms. Austin was granted 25,000 options in
    July 2002 under the 2002 Plan.                                                                                                                                                

6



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##### Table of Contents



Executive Officers Options, Exercises and
Holdings Table

There were no exercises of stock options during
2002 by the Executive Officers. The Company does not utilize
stock appreciation rights (SARs). The unexercised
options owned by the Executive Officers as of December 31,
2002 are presented below.

|                  |  |             |   |             |  |                              |   |                              |  |  |                 |     |  |   |           | 
|----------------- |  | ----------- | - | ----------- |  | ---------------------------- | - | ---------------------------- |  |  | --------------- | --- |  | - | --------- | 
|                  |  |             |   |             |  | Number of Securities         |   |                             
|                  |  |             |   |             |  | Underlying Unexercised       |   | Value of Unexercised        
|                  |  | Shares      |   |             |  | Options/SARS as at           |   | In-the-Money Options/SARS   
|                  |  | Acquired on |   | Value       |  | 12/31/02                     |   | as at 12/31/02              
|Name              |  | Exercise #  |   | Realized($) |  | Exercisable/Unexercisable(1) |   | Exercisable/Unexercisable(2)
|                  |  |             |   |             |  |                              |   |                             
|George K. Broady  |  |             |  |             |  |                              |  |                              |  |  | 475,000/475,000 | (3) |  | $ | 0/$0      | 
|Niklaus F. Zenger |  |             |  |             |  |                              |  |                              |  |  | 0/0             |     |  | $ | 0/$0      | 
|Bryan C. W. Tate  |  |             |  |             |  |                              |  |                              |  |  | 0/0             |     |  | $ | 0/$0      | 
|Chris T. Sharng   |  |             |  |             |  |                              |  |                              |  |  | 275,000/275,000 | (4) |  | $ | 34,000/$0 | 
|Karen S. Austin   |  |             |  |             |  |                              |  |                              |  |  | 30,000/30,000   | (5) |  | $ | 4,250/$0  | 
|Peter D. Beare    |  |             |  |             |  |                              |  |                              |  |  | 0/0             |     |  | $ | 0/$0      | 
|Wendy S. Diddell  |  |             |  |             |  |                              |  |                              |  |  | 85,000/85,000   | (6) |  | $ | 4,500/$0  | 



---



|    |                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | All options granted prior to December 20,
    2002 vested at the closing of the Honeywell Asset Sale.                                                                                                                                                                                                                                                         
|   
|(2) | Based on the fair market value of the option
    shares at fiscal year end (which was $1.27 per share based
    on the closing price of the Common Stock on the NASDAQ National
    Market on December 31, 2002) less the exercise price. If
    the closing price is less than the exercise price, then the
    value of the unexercised options equals zero.
|   
|(3) | Mr. Broady was granted options to purchase
    475,000 shares of Common Stock under the 1988 Plan in
    January 2002. Such options were not properly exercised and paid
    for and therefore expired on January 30, 2003.                                                                                                                                   
|   
|(4) | Mr. Sharng was granted 75,000 options in
    January 2002 under the 1988 Plan, which are fully vested, and
    200,000 options in July 2002 under the 2002 Plan, which fully
    vested at the closing of the Honeywell Asset Sale.                                                                                                                           
|   
|(5) | Ms. Austin was granted 5,000 options in July
    2001 under the 1988 Plan, which are fully vested, and 25,000
    options in July 2002 under the 2002 Plan, which fully vested at
    the closing of the Honeywell Asset Sale.                                                                                                                                
|   
|(6) | The right to exercise these options expired on
    January 30, 2003.                                                                                                                                                                                                                                                                                          

Other Employee Benefit Plans

The Company does not sponsor any defined benefit
or actuarial plans. However, the Company does sponsor a 401(k)
plan for all eligible employees whereby the Company matched 50%
of the employees contribution up to 6% of the
employees base salary during the fiscal year ended
December 31, 2002.

During 2002, the Company provided a medical
insurance program for its full-time employees of which it paid
60% of the premium. As of December 31, 2002, the Company
did not have any defined benefit retirement or non-contributory
pension plans for its employees, officers or directors.

Compensation of Directors

During the year ended December 31, 2002,
each non-employee director received an annual fee of $16,500,
and directors are generally reimbursed for out-of-pocket
expenses incurred in connection with attendance at Board and
Committee meetings. In October 2002, Niklaus F. Zenger, the then
CEO and Chairman of the Board of the Company, authorized a
special compensation program to pay non-executive directors
$1,000 per day (the Special Engagement Fee) for
any special engagement above and beyond the regular duty of a
Board member. The Board terminated the Special Engagement Fee
program upon the enactment of the Sarbanes-Oxley Act.

7



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##### Table of Contents



In December 2002, while still acting as CEO and
Chairman of the Board and as the sole member of a special Board
committee, Mr. Zenger increased the annual compensation for
the outside directors on the Board from $16,500 to
$40,000 per year, authorized a $1,000 fee per meeting for
all meetings following the first two meetings and the grant of
20,000 stock options per year.

In March 2003, the Board appointed Bryan C. W.
Tate, as the only inside director of the Company, to serve as
the sole member of a special committee to set the compensation
for the outside directors of the Company. Based on a report
provided to the Company by Watson Wyatt Worldwide regarding the
compensation for the Companys outside directors, effective
April 1, 2003, the outside directors of the Company were
compensated by the Company as follows: (i) an annual
retainer of $30,000 per year payable in quarterly
installments of $7,500 each, (ii) $1,000 per Board meeting
attended, (iii) $800 per committee meeting attended and
(iv) stock options covering 40,000 shares of Common
Stock per year with options on 10,000 of such 40,000 shares
to be granted on the first day of each calendar quarter.

Employment Contracts, Termination of
Employment Contracts and Change-in-Control
Arrangements



| |             
| | ------------
| | Option Plans

1988 Plan.Under the
1988 Plan (which was amended and replaced by the 2002 Plan), an
optionee was entitled to exercise the total number of shares
(whether or not vested) covered by an option if, among other
things, substantially all property and assets of the Company
were sold. The Company sold its CCTV division to Honeywell on
December 20, 2002, and such sale accelerated the vesting of
all unvested options granted under the 1988 Plan.

2002 Plan.Under the
2002 Plan, a Change in Control means the occurrence
of any of the following events: (i) any person
(as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% or
more of the combined voting power of the Companys then
outstanding securities; (ii) as a result of, or in
connection with, any tender offer or exchange offer, merger or
other business combination (a Transaction), the
persons who were directors of the Company immediately before the
Transaction shall cease to constitute a majority of the Board or
the board of directors of any successor to the Company;
(iii) the Company is merged or consolidated with another
corporation and as a result of the merger or consolidation less
than 75% of the outstanding voting securities of the surviving
or resulting corporation shall then be owned in the aggregate by
the former Stockholders; (iv) a tender offer or exchange
offer is made and consummated for the ownership of securities of
the Company representing 50% or more of the combined voting
power of the Companys then outstanding voting securities;
or (v) the Company transfers substantially all of its
assets to another corporation which is not controlled by the
Company.

Under the 2002 Plan, unless specifically provided
otherwise with respect to the Change in Control events in an
individual option agreement or restricted stock agreement or in
a then-effective written employment agreement between the
grantee and the Company or an affiliate, if, during the
effectiveness of the 2002 Plan, a Change in Control occurs,
(i) each option which is at the time outstanding under the
2002 Plan shall (A) automatically become fully vested and
exercisable and be released from any repurchase or forfeiture
rights, immediately prior to the specified effective date of
such Change in Control, for all of the shares of Common Stock at
the time represented by such option and (B) expire
20 days after the Compensation Committee gives written
notice to the optionee specifying the terms and conditions of
the acceleration of the optionees options and
(ii) the forfeiture restrictions applicable to all
outstanding restricted stock awards shall lapse and shares of
Common Stock subject to such restricted stock awards shall be
released from escrow, if applicable, and delivered to the
grantees of the Awards free of any forfeiture restriction. To
the extent that an optionee exercises his option before or on
the effective date of the Change in Control, the Company shall
issue all Common Stock purchased by exercise of that option, and
those shares of Common Stock shall be treated as issued and
outstanding for purposes of the Change in Control.

1997 Plan.No
Executive Officer has an outstanding option under the 1997 Plan.

8



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##### Table of Contents





| |                                          
| | -----------------------------------------
| | Employment and Severance
    Arrangements

General.Apart from
Messrs. Broady and Zenger, who had severance arrangements
but not employment agreements, the Executive Officers have had
written employment agreements (collectively, the
Employment Agreements). The Executive Officers have
had written Employment Agreements with the Company with varying
terms and provisions which provide for a one-year term but
automatically extend for one-year periods unless otherwise
terminated upon 60 days notice prior to the end of each
one-year term. The Board may, in its discretion, decide to
compensate the Executive Officers at higher rates than those
stipulated in the Employment Agreements, and has periodically
elected to do so. The Employment Agreements also provide that
the Executive Officers are to be reimbursed for reasonable
expenses incurred in connection with the Companys
business. The Employment Agreements further provide for standard
paid vacations, other health and accident coverage and insurance
benefits.

The Employment Agreements provide for severance
benefits to the Executive Officers under certain circumstances.
The terms change of control, cause and
disability are used in the following description as
defined in the Employment Agreements. The Employment Agreements
terminate upon the death or disability of the employee. Under
the Employment Agreements, if the Company terminates the
employment of the Executive Officer without cause, then the
Company will continue to pay each Executive Officer compensation
and benefits for 18 months after the date of termination.
The Company may terminate each of the Executive Officers for
cause if the employee commits a material breach of
the Employment Agreement or any written policies or procedures
of the Company, commits any felony, willfully engages in acts
that the employee knew or should have known would cause material
harm to Company property, goodwill or existing business
interests, engages in any violation of any civil law or fails to
substantially perform such employees duties. Under the
Employment Agreements, if the Company terminates the employment
of the Executive Officer for cause, then the Executive Officer
will not be entitled to severance benefits. Additionally, if the
Executive Officer is terminated by the Company for cause, all
benefits, including all unexercised and unvested stock options
previously granted to the Executive Officer, are cancelled and
rendered null and void.

The Employment Agreements provide that the
Executive Officers will not, for a period of one year after
termination, work for a competing business, solicit former
customers, solicit employees of the Company to terminate
employment or disclose confidential or proprietary business
information, including, but not limited, to customer/supplier
lists and related information.

In the event that a change of control
occurs with respect to the Company, and employment is terminated
by the Company or by the Executive Officer, the Executive
Officer will be entitled to receive compensation and benefits
for a period of 18 months from the date of termination, and
all unexercised and unvested options become exercisable
immediately for the full amount of the optioned shares.

Niklaus F. Zenger.Mr. Zenger was elected as
Joint-CEO of the Company in April 2002. Mr. Zenger entered
into a severance agreement with the Company but did not have an
employment agreement. The Compensation Committee determined that
Mr. Zengers compensation would be substantially
identical to that of Mr. Broady, who was Joint-CEO of the
Company. Mr. Zenger became sole CEO in May 2002 upon the
resignation of Mr. Broady, and Mr. Zengers base
salary was $385,000. Mr. Zenger resigned as CEO on
January 20, 2003. In May 2002, the Compensation Committee
approved the execution by the Company of a severance agreement
for Mr. Zenger (the Zenger Severance Agreement)
which provides, among other things, that upon
Mr. Zengers resignation, Mr. Zenger would be
entitled to receive monthly severance compensation equivalent to
one-twelfth of his most recent annual base salary for a period
of 24 months. The Zenger Severance Agreement was not
executed. In December 2002, the Board approved a one-time
severance payment of $854,000, $609,400 of which was remitted to
Mr. Zenger on December 31, 2002. The remainder,
$244,600, was withheld by the Company pending a contemplated
purchase by Mr. Zenger of certain source code software (the
Swissource Software) that he previously purchased
from Swissource AG, a Swiss software firm
(Swissource), on behalf of the Company. As of the
date hereof, the sale of the Swissource Software was not
consummated, and only $609,400 of the severance payment has been
remitted by the Company to Mr. Zenger.

9



---



##### Table of Contents



George K. Broady.Mr. Broady was elected as
Joint-CEO of the Company in April 2002. Mr. Broady was CEO
from March 1991 to April 2002. Mr. Broady resigned as
Joint-CEO in May 2002 and became an assistant to the current CEO
until his employment with the Company terminated on
December 31, 2002. Mr. Broadys employment with
the Company was subsequently reinstated, as an advisor to the
CEO on special assignments, on April 11, 2003.
Mr. Broady did not and currently does not have an
employment agreement. Mr. Broadys compensation in
2002 was determined in the manner described above.
Mr. Broadys base salary of $385,632 in 2002 remained
unchanged from 2001.

In December 2001, the Company and Mr. Broady
executed a Severance Agreement (the Broady Severance
Agreement) which provided that following the termination
of Mr. Broadys employment on December 31, 2002,
the Company would thereafter pay Mr. Broady monthly
severance compensation equivalent to one-twelfth of his last
annual base salary for a period of 36 months (the
Broady Severance Payments).

On April 11, 2003, the Compensation
Committee authorized the Company to (i) hire
Mr. Broady as an employee for one year at a salary of
$2,500 per month, (ii) issue Mr. Broady stock
options to acquire 300,000 shares of Common Stock at an
exercise price equal to the then fair market price of the Common
Stock, (iii) pay to Mr. Broady the final
18 months of the Broady Severance Payments in a lump sum,
at a discount of 6% per annum, and (iv) pay to
Mr. Broady the remaining amount of the Broady Severance
Payments on the regular monthly basis pursuant to the Broady
Severance Agreement.

Peter D. Beare.Mr. Beare, the previous President
and Chief Operating Officer of the Company, resigned in May 2002
and received from the Company upon his resignation a cash
severance payment of $155,000, which was equal to six months of
his base salary, and an additional $155,000 payable bi-weekly
over six months. In addition, Mr. Beares severance
agreement provided Mr. Beare with medical insurance until
October 31, 2002.

Wendy S. Diddell.Ms. Diddells employment
with the Company terminated on December 31, 2002.
Ms. Diddell previously served as the Companys Senior
Vice President-Sales. Pursuant to Ms. Diddells
employment agreement, Ms. Diddell is entitled to receive
severance equal to 18 months of her base salary of
$183,000, payable monthly. Ms. Diddell is also entitled to
continuation of her insurance benefits for the 18-month
severance period.

Chris T. Sharng.Mr. Sharng and the Company
executed an employment agreement on December 22, 2001 (the
Sharng Employment Agreement), which renewed for a one-year
term on January 1, 2003. Pursuant to the Sharng Employment
Agreement, Mr. Sharng is entitled to receive an annual base
salary of $192,000. The Sharng Employment Agreement provides
that Mr. Sharng would be paid a performance bonus of at
least $76,800, or 40% of his then current annual base salary,
provided Mr. Sharng does not terminate his employment with
the Company prior to the filing with the SEC of the
Companys Annual Report on Form 10-K for the year
ended December 31, 2002, which was filed by the Company on
April 4, 2003. In addition, Mr. Sharng received a
special bonus related to the Honeywell Asset Sale, a payment
related to releasing certain change of control provisions in his
employment agreement and a retention bonus.

Karen S. Austin.Ms. Austin and the Company
executed a new employment agreement in July 2002 (the
Austin Employment Agreement). Pursuant to the Austin
Employment Agreement, Ms. Austin is entitled to receive an
annual base salary of $170,000. In addition, Ms. Austin
received a special bonus related to the Honeywell Asset Sale and
a payment related to releasing certain change of control
provisions in her employment agreement.

Board Compensation Committee Report on
Executive Compensation



| |                           
| | --------------------------
| | Background and Composition

From January 2002 to April 2002, the Compensation
Committee was composed of Bryan C. W. Tate, Ronald F. Harnisch
and Alastair J. A. B. Gunning, with Mr. Gunning
serving as Chairman until August 2002. Mr. Harnisch was
replaced by Gerard Codeluppi as a committee member in April
2002, and Mr. Gunning was replaced by Oliver Stahel as a
committee member in August 2002. Mr. Stahel served as
Chairman from

10



---



##### Table of Contents



August 2002 until February 1, 2003.
Mr. Tate served as a committee member until
December 31, 2002, and Messrs. Codeluppi and Stahel
served as committee members until their resignation from the
Board on February 1, 2003. In March 2003,
Messrs. Harnisch and Loi were appointed to the Compensation
Committee, with Mr. Harnisch serving as Chairman of the
Compensation Committee.


The Compensation Committee is responsible for
determining the nature and amount of compensation for the
executive officers of the Company, and for granting stock
options under the Companys option plans. The Compensation
Committee met nine times in 2002. The Compensation Committee
also acted by written consent on five occasions during 2002.

All directors who served on the Compensation
Committee during the fiscal year ended December 31, 2002
were non-employee directors. There were no Compensation
Committee interlocks during fiscal year 2002.



| |                                                            
| | -----------------------------------------------------------
| | Compensation Committee Report on Executive
    Compensation

The Compensation Committee has furnished the
following report on the Companys executive officer
compensation program. The report describes the compensation
policies applicable to the Executive Officers. All of the
directors that served on the Compensation Committee during the
fiscal year ended December 31, 2002 were non-employee
directors.



| |                                    
| | -----------------------------------
| | General Compensation
    Philosophy

The Company applies a consistent
performance-based approach to the compensation of the Executive
Officers. The compensation of the Executive Officers consists of
two components: (i) base salary and benefits and
(ii) Management bonus. The Compensation Committees
objective is to attract and retain, and to motivate, the
Executive Officers to achieve strategic and financial
objectives. The compensation of the Executive Officers is
determined primarily on performance-based, objective criteria.
The Compensation Committee encourages ownership of Common Stock
by the Executive Officers. The compensation of the Executive
Officers is tied to the performance of the Company, in order to
align the Executive Officers interests more closely with
the Stockholders interests. The Compensation Committee
utilizes a discretionary component to reward individual
achievement.

The Compensation Committee believes that the
Executive Officers significantly and directly influence the
Companys overall performance. Accordingly, the
Compensation Committee uses base salary and benefits and annual
incentives to retain and motivate them. The Compensation
Committee evaluates the compensation of the Executive Officers
on their performance as well as the performance of the Company.

The Compensation Committee reviewed the incentive
compensation packages of the Executive Officers in 2002. The
Compensation Committee also reviewed the performance of the
Executive Officers and the Company during 2002. The Compensation
Committee considered the Companys financial performance,
successful completion of strategic objectives and expense
control during 2002. Based upon its analysis, the Compensation
Committee agreed with Mr. Zengers recommendation to
increase the base salary of Karen Austin, Senior Vice President
and General Counsel. Ms. Austins increase in base
salary was made effective as of July 2002.

The Compensation Committee awarded incentive
compensation to George K. Broady, as the previous CEO, in the
form of 475,000 stock options in January 2002 pursuant to the
1988 Plan. The Compensation Committee awarded retention
compensation to Ms. Austin and Chris T. Sharng, as CFO, in
the form of a grant of options to purchase shares of Common
Stock pursuant to the 2002 Plan in July 2002. Ms. Austin
was granted 25,000 stock options and Mr. Sharng was granted
200,000 stock options with such options to vest evenly each
quarter over two years.

Niklaus F. Zenger became an Executive Officer in
April 2002, when he was elected to serve as Joint-CEO of the
Company with Mr. Broady. Mr. Zenger became the sole
CEO in May 2002. Mr. Zenger received bonuses totaling
$81,880 in 2002. Mr. Zenger did engage in certain
transactions with the Company. See Note 12: Related Party
Transactions.

11



---



##### Table of Contents



In December 2002, in recognition of extraordinary
effort in ensuring the successful completion of the Honeywell
Asset Sale, the Board awarded bonuses to certain employees,
including $200,000 to Mr. Sharng and $50,000 to
Ms. Austin. Of these amounts, $25,000 of
Mr. Sharngs award and $25,000 of
Ms. Austins award were deferred until
December 31, 2003. Should Mr. Sharng or
Ms. Austin resign from the Company or be terminated for
cause, payment of the deferred amounts will be forfeited.
Mr. Sharng received and declined an offer to join Honeywell.

In addition, the Company awarded a special
retention bonus of $96,000 to Mr. Sharng. Of this amount,
$48,000 of Mr. Sharngs retention bonus is deferred,
without interest, until December 31, 2003, and $48,000 of
Mr. Sharngs retention bonus is deferred, without
interest, until December 31, 2004. Should Mr. Sharng
resign from the Company or be terminated for cause prior to
receipt of the retention bonus payment, then he would not
receive the deferred retention bonus payment.

In December 2002, the Compensation Committee
approved certain payments to Mr. Sharng and Ms. Austin
in exchange for their releasing certain rights under change of
control provisions in their employment agreements.
Mr. Sharng was authorized to receive a total payment of
$144,000 in three installments of $48,000 each, and
Ms. Austin was authorized to receive a total payment of
$127,500 in three installments of $42,500 each. The first
installment was paid to Mr. Sharng and Ms. Austin in
2002, the second installment is payable, without interest, on
December 31, 2003 and the third installment is payable,
without interest, on December 31, 2004. Should
Mr. Sharng or Ms. Austin resign or be terminated for
cause prior to the payment of the second installment or the
third installment, then any installment thereafter payable to
such individual will not be paid.



| |                                                
| | -----------------------------------------------
| | Compensation Policy Regarding
    Deductibility

Section 162(m) of the Internal Revenue Code
of 1986, as amended (the Code), places a limit of
$1,000,000 on the amount of compensation that may be deducted by
the Company in any year with respect to each of the
Companys five most highly paid Executive Officers. Certain
performance-based compensation that has been approved by
Stockholders is not subject to the deduction limit. It is the
Companys intent to use reasonable efforts to cause awards
under the Companys compensation programs that could exceed
the $1,000,000 limit to constitute performance-based
compensation that are not subject to Section 162(m) of the
Code. Although it is the Companys policy to make
reasonable efforts to cause executive compensation to be
eligible for deductibility under Section 162(m) of the
Code, in order to maintain flexibility in compensating Executive
Officers in a manner designed to promote varying corporate
goals, the Compensation Committee has not adopted a policy that
all compensation must be deductible.

The Compensation Committee believes that the
Companys executive compensation policies and plans
described above provide a program that aligns the interests of
the Company, its Executive Officers and the Stockholders.



| |                       
| | ----------------------
| | COMPENSATION COMMITTEE
| | Ronald F. Harnisch    
| | Carlo R. Loi          

Stock Performance Graph

The following chart compares the cumulative total
shareholder return on the Common Stock during the five fiscal
years ended December 31, 2002 with the cumulative total
return on the NASDAQ Stock Market index and NASDAQ Electronic
Components Stocks.

12



---



##### Table of Contents



The Company relied upon information provided by
the University of Chicago Center for Research in Securities
Prices with respect to the peer group stock performance. The
Company did not attempt to validate the information supplied to
it other than to review it for reasonableness. The comparison
assumes $100 was invested on December 31, 1997 in the
Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends, if any.




Comparison of Five-Year Cumulative Total
Returns

Performance Graph for


American Building Control, Inc.


Produced on 03/19/2003 including data to
12/31/2002

(PERFORMANCE GRAPH)

13



---



##### Table of Contents



|                                                                     |  |         |       |         |  |         |       |         |  |         |       |         |  |  |       |  |  |  |       |  |  |  |      | 
|-------------------------------------------------------------------- |  | ------- | ----- | ------- |  | ------- | ----- | ------- |  | ------- | ----- | ------- |  |  | ----- |  |  |  | ----- |  |  |  | ---- | 
|                                                                    
|                                                                    
|                                                                     |  | 12/1997 |       | 12/1998 |  | 12/1999 |       | 12/2000 |  | 12/2001 |       | 12/2002
|                                                                    
|                                                                    
|American Building Control, Inc.                                      |  |         | 100.0 |         |  |         | 80.3  |         |  |         | 84.4  |         |  |  | 49.7  |  |  |  | 15.9  |  |  |  | 13.8 | 
|Nasdaq Stock Market (US Companies)                                   |  |         | 100.0 |         |  |         | 141.0 |         |  |         | 261.5 |         |  |  | 157.8 |  |  |  | 125.2 |  |  |  | 86.5 | 
|Nasdaq Electronic Components Stocks
    SIC 3670  3679 US & Foreign |  |         | 100.0 |         |  |         | 154.5 |         |  |         | 287.3 |         |  |  | 236.1 |  |  |  | 160.9 |  |  |  | 86.2 | 






|         |                                                                   
|-------- | ------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management

The following table sets forth certain
information concerning the beneficial ownership (as determined
pursuant to Rule 13d-3 of the Exchange Act) of Common Stock
and Series A Preferred Stock as of March 15, 2003, by
(i) each person who is known to the Company to beneficially
own more than 5% of the outstanding shares of Common Stock or
the outstanding shares of Series A Preferred Stock current
and their address, (ii) each Executive Officer and
director, and (iii) all current Executive Officers and
directors as a group.

|                                                                            |  |                 |           |                    |  |        |      |            |  |  |         |  |  |  |     |  
|--------------------------------------------------------------------------- |  | --------------- | --------- | ------------------ |  | ------ | ---- | ---------- |  |  | ------- |  |  |  | --- | -
|                                                                            |  |                 |           |                   
|                                                                            |  | Common Stock(1) |           | Preferred Stock(1)
|                                                                            |  |                 |           |                   
|Name                                                                        |  | Shares          |           | Percentage         |  | Shares |      | Percentage
|                                                                            |  |                 |           |                    |  |        |      |           
|Victoria & Eagle Strategic Fund, Ltd.(2)                                    |  |                 | 2,526,981 |                    |  |        | 17.5 | %          |  |  | 195,351 |  |  |  | 100 | %
|George K. Broady(3)                                                         |  |                 | 1,389,718 |                    |  |        | 9.8  | %          |  |  |        |  |  |  |    |  
|Dimensional Fund Advisors, Inc.(4)                                          |  |                 | 839,100   |                    |  |        | 6.0  | %          |  |  |        |  |  |  |    |  
|Niklaus F. Zenger(5)                                                        |  |                 | 311,579   |                    |  |        | 2.2  | %          |  |  |        |  |  |  |    |  
|Bryan C. W. Tate(6)                                                         |  |                 | 41,934    |                    |  |        | *    |            |  |  |        |  |  |  |    |  
|Karen Austin(7)                                                             |  |                 | 30,200    |                    |  |        | *    |            |  |  |        |  |  |  |    |  
|Chris T. Sharng(8)                                                          |  |                 | 276,000   |                    |  |        | 1.9  | %          |  |  |        |  |  |  |    |  
|Peter D. Beare(9)                                                           |  |                 |          |                    |  |        | *    |            |  |  |        |  |  |  |    |  
|Wendy S. Diddell(10)                                                        |  |                 | 1,000     |                    |  |        | *    |            |  |  |        |  |  |  |    |  
|Lance R. Borvansky(11)                                                      |  |                 |          |                    |  |        | *    |            |  |  |        |  |  |  |    |  
|Ronald F. Harnisch(11)                                                      |  |                 |          |                    |  |        | *    |            |  |  |        |  |  |  |    |  
|Carlo R. Loi(11)                                                            |  |                 |          |                    |  |        | *    |            |  |  |        |  |  |  |    |  
|John C. Macaulay(11)                                                        |  |                 |          |                    |  |        | *    |            |  |  |        |  |  |  |    |  
|All current Executive Officers and directors as a
    group (7 persons)(12) |  |                 | 348,134   |                    |  |        | 2.4  | %          |  |  |        |  |  |  |    |  



---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (*) | Less than 1 percent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (1) | Except as otherwise indicated, the persons named
    in the table possess sole voting and investment power with
    respect to all shares shown as beneficially owned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (2) | The address for Victoria & Eagle
    Strategic Fund, Ltd., a Cayman Islands company
    (VESF), is P.O. Box 1984 G.T., Elizabethan
    Square, Grand Cayman, Cayman Islands, British West Indies.
    Information regarding VESF in the above table is based on an
    Amended Schedule 13D jointly filed by VESF, George K.
    Broady, Vance Campbell, Thomas C. Campbell, George Vincent
    Broady, Lynne B. Kinney, Cantrell Partners, Ltd. Partnership and
    The Lynn A. Broady, Brunde E. Broady & John M. Broady
    Suttmeier Opportunity Trust with the SEC on March 17, 2003
    (the Amended Schedule 13D) and a Form 4
    filed by VESF with the SEC on February 28, 2003.
    VESFs beneficial ownership consists of
    2,120,000 shares of Common Stock owned by VESF and
    406,981 shares of Common Stock issuable upon conversion of
    the 195,351 shares of Preferred Stock owned by VESF. In an
    Amended Schedule 13D filed by VESF in January 2002, it
    reported that Fabio Conti, Paolo Marmont, Stephen Rumball and
    Andrea Manzitti were the sole directors and executive officers
    of VESF and that BIPIELLE Bank (Suisse) S.A. owned 89.13% of
    VESFs outstanding stock. The January 2002 Amended
    Schedule 13D further reported that Messrs. Conti and
    Marmont were directors of BIPIELLE Bank with Mr. Conti
    serving as Vice Chairman of BIPIELLE Bank.
|
| | (3) | Mr. Broadys address is 751 Canyon
    Drive, Suite 100, Coppell, Texas 75019. Includes
    200,000 shares of Common Stock that may be acquired upon
    exercise of outstanding warrants. Mr. Broady was also
    granted options to purchase 475,000 shares of Common Stock
    under the 1988 Plan in January 2002, but such options were not
    properly exercised and paid for and therefore expired on
    January 30, 2003. Mr. Broady resigned as Joint-CEO on
    May 31, 2002, and resigned as a director of the Company on
    August 6, 2002. Mr. Broadys employment with the
    Company terminated on December 31, 2002, but                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

14



---



##### Table of Contents



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | was subsequently reinstated, as an assistant to
    the current CEO on special assignments, on April 11, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (4) | The address for Dimensional Fund Advisors, Inc.
    (DFAI) is 1299 Ocean Avenue, 11th Floor, Santa
    Monica, California 90401. All information regarding DFAI is
    based on an Amended Schedule 13G filed by DFAI with the SEC
    in February 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (5) | Mr. Zengers address is
    Thurgauerstrasse 40, Zurich 8011 Switzerland.
    Mr. Zengers beneficial ownership consists of
    17,700 shares of Common Stock owned by Mr. Zenger and
    293,879 shares of Common Stock Mr. Zenger is required
    to purchase from the Company. Mr. Zengers beneficial
    ownership does not include 200,000 shares of Common Stock
    beneficially owned by his spouse. The Company is formally
    requesting that Mr. Zenger complete the purchase of the
    293,879 shares of Common Stock. Mr. Zengers
    beneficial ownership is based on information known to the
    Company as of December 31, 2002. Mr. Zenger resigned
    as CEO on January 20, 2003, and as Chairman of the Board on
    February 5, 2003. Mr. Zenger resigned as a director of
    the Company on March 8, 2003.
|
| | (6) | Includes 34,600 shares held by Digitel
    Corporation, a corporation of which Mr. Tate is a majority
    shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (7) | Includes 30,000 shares issuable upon
    exercise of stock options exercisable within 60 days of
    March 15, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (8) | Includes 275,000 shares issuable upon
    exercise of stock options exercisable within 60 days of
    March 15, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (9) | Mr. Beare resigned as President and Chief
    Operating Officer of the Company on May 3, 2002.
    Mr. Beares beneficial ownership is based on
    information known to the Company as of December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Ms. Diddell resigned as Senior Vice
    President-Sales of the Company on December 31, 2002.
    Ms. Diddells beneficial ownership is based on
    information known to the Company as of December 31, 2002.
|    
|(11) | All directors, other than Mr. Tate, have
    only recently joined the Board.                                                                                                                                 
|    
|(12) | Includes options to purchase an aggregate of
    305,000 shares exercisable within 60 days of
    March 15, 2003.                                                                                            

Messrs. Tate, Borvansky, Harnisch, Loi and
Macaulay are directors of the Company, and Ms. Austin and
Messrs. Tate and Sharng are Executive Officers.

Equity Compensation Plan Information

The following table sets forth information about
the Common Stock that may be issued upon exercise of options,
warrants and rights under all of the Companys equity
compensation plans as of December 31, 2002, including the
1988 Plan, the 1997 Plan and the 2002 Plan. The 1988 Plan, the
1997 Plan and the 2002 Plan have been approved by the
Companys stockholders.

|                                                                  |  |                      |           |                      |  |                           |      |  |  |  |           | 
|----------------------------------------------------------------- |  | -------------------- | --------- | -------------------- |  | ------------------------- | ---- |  |  |  | --------- | 
|                                                                  |  |                      |           |                      |  | Number of Securities     
|                                                                  |  | Number of Securities |           |                      |  | Remaining Available for  
|                                                                  |  | to be Issued         |           | Weight-Average       |  | Future Issuance Under    
|                                                                  |  | Upon Exercise of     |           | Exercise Price of    |  | Equity Compensation Plans
|                                                                  |  | Outstanding Options, |           | Outstanding Options, |  | (Excluding Securities    
|                                                                  |  | Warrants and Rights  |           | Warrants and Rights  |  | Reflected in Column (a)) 
|Plan Category                                                     |  | (a)                  |           | (b)                  |  | (c)                      
|                                                                  |  |                      |           |                      |  |                          
|Equity compensation plans approved by security
    holders        |  |                      | 1,642,541 |                      |  | $                         | 6.00 |  |  |  | 3,757,459 | 
|Equity compensation plans not approved by
    security holders(1) |  |                      | 300,000   |                      |  | $                         | 1.61 |  |  |  |          | 
|Total                                                             |  |                      | 1,943,541 |                      |  | $                         | 5.32 |  |  |  | 3,757,459 | 

15



---



##### Table of Contents





---



|    |                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Represents 100,000 shares of Common Stock
    that may be issued pursuant to warrants issued by the Company to
    Briarwood and 200,000 shares of Common Stock pursuant to
    warrants issued by the Company to George K. Broady.

The material features of the warrants referenced
in footnote (1) above are as follows:

On December 13, 2001, the Board granted
Briarwood, the Companys landlord, warrants to purchase
100,000 shares of Common Stock at an exercise price of
$1.55 per share in connection with the Companys sale
of the Headquarters Facility to Briarwood in a sale-leaseback
transaction. These warrants expire ten years from the grant date
and were valued at $100,000. The fair value of the warrants was
estimated at the date of grant using the Black-Scholes option
pricing model with the following assumptions: expected
volatility of 81%, a risk free interest rate of 4.4%, no
dividend yield and an expected life of five years.

In connection with a personal guarantee given in
connection with the sale-leaseback transaction with Briarwood,
the Board granted warrants to Mr. Broady authorizing him to
purchase 200,000 shares of Common Stock at $1.64 per
share. The market price on the date of grant was $1.43. The
Company is also obligated to reimburse Mr. Broady for up to
$70,000 of payroll and income taxes related to the warrants.
These warrants were valued at $130,000 and expire in December
2004. The fair value of these warrants was estimated using the
Black-Scholes option-pricing model with the following
assumptions: expected volatility of 84%, a risk-free interest
rate of 3.0%, no dividend yield and an expected life of two
years.

16



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on behalf by the
undersigned, thereunto duly authorized.



| |                                
| | -------------------------------
| | AMERICAN BUILDING CONTROL, INC.



| |     |                    
| | --- | -------------------
| | By: | /s/ BRYAN C.W. TATE

| |                          
| | -------------------------
| |                          
| | Bryan C.W. Tate          
| | Chairman of the Board and
| | Chief Executive Officer  

Dated: May 14, 2003

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                                         |  |                                                                                                                              |  |              |  | 
|---------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | 
|                                         |  |                                                                                                                              |  |             
|Name                                     |  | Title                                                                                                                        |  | Dated       
|                                         |  |                                                                                                                              |  |             
|/s/ BRYAN C.W. TATEBryan C.W. Tate       |  | Chairman of the Board, Chief Executive Officer
    (Principal Executive Officer)                                             |  | May 14, 2003
|                                        
|/s/ CHRIS T. SHARNGChris T. Sharng       |  | Senior Vice-President, Secretary, Treasurer and
    Chief Financial Officer (Principal Financial and Accounting
    Officer) |  | May 14, 2003
|                                        
|/s/ LANCE BORVANSKYLance Borvansky       |  | Director                                                                                                                     |  | May 14, 2003
|                                        
|/s/ RONALD F. HARNISCHRonald F. Harnisch |  | Director                                                                                                                     |  | May 14, 2003
|                                        
|/s/ CARLO R. LOICarlo R. Loi             |  | Director                                                                                                                     |  | May 14, 2003
|                                        
|/s/ JOHN C. MACAULAYJohn C. Macaulay     |  | Director                                                                                                                     |  | May 14, 2003

17



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##### Table of Contents






CERTIFICATION PURSUANT TO 18 U.S.C. 1350,
AS ADOPTED PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002


I, Bryan C.W. Tate, certify that:

1. I have reviewed this amendment to the
annual report on Form 10-K/A of American Building Control,
Inc. for the period ended December 31, 2002;

2. Based on my knowledge, this amendment to
the annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this amendment to the annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
amendment to the annual report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this amendment to the annual report;

4. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this amendment to the annual report is being
    prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    amendment to the annual report (the Evaluation
    Date); and                                                                                                      
|
| | (c) presented in the annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                                      

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in the annual report whether or
not there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weakness.



| |                        
| | -----------------------
| | /s/ BRYAN C.W. TATE    
| |                        
| | Bryan C.W. Tate        
| | Chief Executive Officer

May 14, 2003

18



---



##### Table of Contents



CERTIFICATION PURSUANT TO 18 U.S.C. 1350,
AS ADOPTED PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002


I, Chris T. Sharng, certify that:

1. I have reviewed this amendment to the
annual report on Form 10-K/A of American Building Control,
Inc. for the period ended December 31, 2002;

2. Based on my knowledge, this amendment to
the annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this amendment to the annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
amendment to the annual report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this amendment to the annual report;

4. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this amendment to the annual report is being
    prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    amendment to the annual report (the Evaluation
    Date); and                                                                                                      
|
| | (c) presented in the annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                                      

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in the annual report whether or
not there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weakness.



| |                        
| | -----------------------
| | /s/ CHRIS T. SHARNG    
| |                        
| | Chris T. Sharng        
| | Chief Financial Officer

May 14, 2003

19



---



##### Table of Contents






EXHIBIT INDEX

|            |    |             |  |                                                                                                                                                            
|----------- | -- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |    | Description
|            |    |            
|            | 10 | .7          |  | Release Agreement in favor of American Building
    Control, Inc. f/k/a Ultrak, Inc. and executed by Chris Sharng.                                         
|            | 99 | .1          |  | Certification of Chief Executive Officer pursuant
    to 18 U.S.C. Section 1350, as adopted, pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.
|            | 99 | .2          |  | Certification of Chief Financial Officer pursuant
    to 18 U.S.C. Section 1350, as adopted, pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.