<PAGE>
                                                                   EXHIBIT 10.15

                                                         1301 Waters Ridge Drive
                                                Lewisville, Denton County, Texas


                                 LEASE AGREEMENT

                                 by and between

                           BRIARWOOD WATERS RIDGE LP

                                       and

                             ULTRAK OPERATING, L.P.




<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                   Page
                                                                   ----
<S>                                                                <C>
 1. Premises and Term ............................................    1
 2. Construction; Reimbursement by Landlord ......................    2
 3. Minimum Rent; Security Deposit ...............................    3
 4. Payments .....................................................    4
 5. Use ..........................................................    4
 6. Utility Charges ..............................................    5
 7. Taxes ........................................................    5
 8. Insurance ....................................................    8
 9. Payment of Taxes and Insurance by Landlord ...................   12
10. Repairs ......................................................   12
11. Alterations ..................................................   13
12. Equipment. Fixtures and Signs on Premises ....................   13
13. Damage by Fire or Other Casualty .............................   14
14. Condemnation .................................................   15
15. Liability and Indemnification ................................   18
16. Assignment and Subletting ....................................   16
17. Default ......................................................   20
18. Inspection by Landlord .......................................   23
19. Covenant of Title and Quiet Enjoyment ........................   23
20. Holding Over by Tenant .......................................   23
21. Notice and Payments ..........................................   24
22. Net Lease ....................................................   26
23. Force Majeure ................................................   27
24. Waiver of Subrogation ........................................   27
25. Recording ....................................................   27
26. Purchase Option ..............................................   27
27. Tenant's Information .........................................   28
28. Gender and Number ............................................   29
29. Binding Effect ...............................................   29
30. Entire Agreement .............................................   29
31. Captions .....................................................   29
32. Terms Held Invalid ...........................................   29
33. Attorney's Fees ..............................................   29
34. Waiver of Repurchase Option ..................................   29
35. Estoppels ....................................................   30
</Table>

<PAGE>

<Table>
<S>                                                                <C>
36. Mechanic's Liens .............................................   30
37. No Joint Venture .............................................   30
38. Broker .......................................................   31
39. Date of Lease ................................................   31
40. No Representations ...........................................   31
41. Binding Effect ...............................................   31
42. Counterparts .................................................   31
43. Rental Tax ...................................................   32
44. Landlord's Lien ..............................................   32
45. Limitation of Actions ........................................   32
46. Waiver of Jury Trial .........................................   33
47. Execution and Approval of Lease ..............................   33
48. Governing Law ................................................   34
49. Hazardous Materials ..........................................   34
50. Intention of Parties; Contingent Security Interest ...........   35
</Table>


<PAGE>

                                 LEASE AGREEMENT


         THIS LEASE AGREEMENT (this "Lease") dated effective as of December 17,
2001, is by and between BRIARWOOD WATERS RIDGE LP, a Texas limited partnership
(hereinafter called "Landlord"), and ULTRAK, OPERATING, L.P., a Texas limited
partnership (hereinafter called the "Tenant").

         1. Premises and Term. Subject to the terms of this Lease, Landlord
hereby leases to Tenant, and Tenant hereby leases from Landlord, that certain
parcel of real property (the "Property") located in the City of Lewisville,
County of Denton, State of Texas, the same being more particularly described by
metes and bounds on Exhibit "A" attached hereto and made a part hereof for all
purposes, and as shown on Exhibit "B" attached hereto and made a part hereof
for all purposes, including all improvements now or hereafter to be constructed
thereon (the same, as modified in accordance with Article 11 below is herein
called the "Building") and all fixtures and accessory improvements now or
hereafter thereon, including all roadway, parking areas and landscaped areas now
or hereafter located thereon (collectively such Building, fixtures and
improvements are hereinafter referred to either individually or collectively as
the "Improvements"), and all mechanical systems, fixtures and equipment
(including, but not limited to, compressors, engines, elevators and escalators),
electrical systems, fixtures and equipment; heating fixtures, systems and
equipment, air conditioning fixtures, systems and equipment; plumbing fixtures,
systems and equipment, all furniture, carpets, drapes and other furnishings;
refrigerators, stoves and other appliances, maintenance equipment and tools; and
all other machinery, equipment, fixtures and personal property of every kind and
character, and all accessories and additions thereto, located in or on or in the
area of the Property and/or the Improvements, or used in connection with the
Property or the Improvements or the operations thereon (collectively, and as
applicable, the "Personalty") (the Improvements, the Personalty and the
Property, together with all easements, rights, privileges and amenities
otherwise appurtenant to such property are hereinafter referred to collectively
as the "Premises"). Tenant shall lease the Premises for a term commencing on the
Commencement Date (as defined below) and expiring on the last day of the
thirtieth (30th) full calendar month following the Commencement Date.




                                       1
<PAGE>

The "Commencement Date" of this Lease, and Tenant's obligation to begin paying
rent under this Lease, shall be the date of this Lease first above written
(i.e., December 17, 2001).

         2. Construction; Warranties.

         (a) As of the date of this Lease, there are no construction obligations
with respect to the Premises. Landlord is not deemed to represent and/or warrant
that the Premises comply with any and all laws, ordinances, orders, rules, and
regulations of all governmental bodies (state, federal, and municipal)
applicable to or having jurisdiction over the use, occupancy, operation, and
maintenance of the Leased Premises and the Project, including without
limitations the Access Laws (as hereinafter defined) (those laws, ordinances,
orders, rules, decisions, and regulations being called "Applicable Laws"). The
"Access Laws" are defined herein collectively as all applicable existing and
future environmental laws and the provisions of the Americans With Disabilities
Act of 1990 (as amended), the Texas Architectural Barriers Act (as amended).
[Tex. Rev. Civ. Stat. Ann. Art. 9102], and any similar existing or future law,
rule or regulation relating to access by disabled persons to the Premises.
Tenant, at its sole cost and expense, is responsible for the Premises and
Tenant's business operations at the Premises and the Property complying with
Applicable Laws (including, without limitation, the Access Laws), and Tenant
shall indemnify and hold harmless Landlord in connection with any failure of the
Premises and/or Tenants business operations to so comply. Tenant shall be
responsible for (i) the payment or other release of all claims by contractors,
subcontractors and/or other suppliers, and (ii) all maintenance, repair and
replacements with respect to the Premises during the term of this Lease.
Landlord shall have no financial obligation with respect to the Premises
(including, without limitation, the Improvements), and any costs in connection
therewith shall be borne by Tenant, from and against which Tenant shall
indemnify and hold harmless Landlord.

         (b) Landlord hereby permits Tenant to retain, during the term of this
Lease, all warranties and guarantees pertaining to Improvements and equipment
erected or installed upon the Premises. In the event of termination of this
Lease when any warranties or guarantees are still applicable, Tenant hereby
assigns to Landlord effective as of the date of termination all such warranties
and guaranties pertaining to the Improvements and equipment erected or installed
upon the Premises (including, without limitation, all heating and air
conditioning equipment, and




                                       2
<PAGE>

all equipment used in connection with Tenant's business operations, installed
upon the Premises).

         3. Minimum Rent; Security Deposit.

         (a) Commencing on the Commencement Date and continuing throughout the
term of this Lease, Tenant shall pay to Landlord minimum rental (the "Minimum
Rent") for the Premises at the rate of SEVEN HUNDRED TWENTY THOUSAND AND NO/100
DOLLARS ($720,000.00) per annum, payable in monthly installments, in advance, of
SIXTY THOUSAND AND NO/100 DOLLARS ($60,000.00) per month. The first monthly
installment of Minimum Rent and the last monthly installment of Minimum Rent
(such installment of Minimum Rent to be applied to (i) the thirtieth (30th) full
calendar month of the term of this Lease in the event this Lease expires on its
own terms without the default of Tenant, or (ii) the twenty-fourth (24th) full
calendar month in the event Tenant properly and validly exercises its Purchase
Option pursuant to Section 26 below) shall be due and payable on or before the
Commencement Date of this lease, and each subsequent monthly installment shall
be due and payable on or before the first day of each succeeding calendar month
during the term of this Lease. Rent for any fractional month at the beginning or
the end of the term of this Lease, shall be prorated on a per diem basis.

         (b) Tenant shall pay a deposit in an amount equal to $60,000.00 (the
"Security Deposit") to Landlord upon execution of this Lease as security for the
performance by Tenant of its obligations under this Lease. The Security Deposit
is not held in trust for Tenant, does not bear interest, and is not an advance
payment of Rent or a measure of Landlord's damages for a default by Tenant. If
Tenant defaults in the performance of any of its obligations under this Lease,
Landlord may, without prejudice to any other remedy, use the Security Deposit to
the extent necessary to make good any arrearages in Rent or any other sum for
which Tenant is in default and any other damage, injury, expense, or liability
caused to Landlord by the default. If Landlord so applies any part of the
Security Deposit, Tenant shall pay to Landlord on demand the amount necessary to
restore the Security Deposit to its original amount. If Tenant is not then in
default under this Lease, Landlord shall return any remaining balance of the
Security Deposit to Tenant within sixty (60) days after the later to occur of(1)
the termination or expiration of this Lease or (2) surrender by Tenant of
possession of the Leased Premises to Landlord in accordance




                                       3
<PAGE>

with this Lease. If Landlord assigns its interest in the leased Premises,
Landlord may assign the Security Deposit to the assignee, in which case Landlord
has no further liability for the return of the Security Deposit after the
assignment and Tenant shall look solely to the assignee for the return of the
Security Deposit. Tenant may not assign or encumber or attempt to assign or
encumber the Security Deposit. Landlord and its successors and assigns are not
bound by any actual or attempted assignment or encumbrance of the Security
Deposit by Tenant.

         4. Payments. All payments of Minimum Rent and other sums due from
Tenant to Landlord shall be made to Landlord as the same shall become due,
without demand, reduction or set-off of any kind, by bank wire of immediately
available good funds, at the address as is specified in Section 21(c) of this
Lease, or to such other party or at such other place as hereinafter may be
designated by Landlord by written notice to the Tenant at least ten (10) days
prior to the next ensuing due date.

         5. Use.

         (a) Tenant shall use the Premises only for purposes consistent with
Tenant's current operations at the Premises, general warehouse, office, light
assembling and manufacturing purposes and in accordance with all Applicable
Laws, and with all Licenses (as hereinafter defined), and for no other use
without the prior written consent of Landlord (which consent may be withheld in
Landlord's sole, but reasonable, discretion). Tenant shall operate its business
in an efficient and reputable manner and Tenant shall not at any time
discontinue business operations from the Premises (except for legal holidays and
periods of renovation and repair) for more than ten (10) consecutive business
days, but shall in good faith continuously throughout the term of this Lease
conduct and carry on from Premises the type of business for which the Premises
are leased to Tenant.

         (b) In no event shall the use of the Premises, now or in the future,
nor the design and construction (or any future alterations) of the Improvements
be such to violate any Applicable Laws (including, without limitation, the
Access Laws). Tenant shall, at its sole cost and expense, comply with (and be
responsible for compliance with) all legal requirements and all Applicable Laws
(including, without limitation, the Access Laws) at all times during the term of
this Lease.




                                       4
<PAGE>

         (c) Tenant shall not permit any objectionable noises or odors to
emanate from the Building; nor place or permit any radio, television,
loudspeaker or amplifier on the roof or outside the Building or where the same
can be seen or heard from outside the Building; nor place any antenna,
equipment, awning or other projection on the exterior of the Building; nor use
the areas outside the Building for conducting any advertising or marketing
program, or for the sale or distribution of goods; nor take any other action
which would constitute a nuisance or would endanger other or unreasonably
interfere with others; nor permit any unlawful or immoral practice to be carried
on or committed on the Premises.

         (d) Tenant shall, at its sole cost and expense, maintain the Premises
in a neat, attractive condition at all times during the term of this Lease.

         (e) Tenant shall procure, at its sole cost and expense, any and all
permits and licenses necessary, required or desirable for the transaction of
business in the Premises (collectively, the "Licenses") and shall otherwise
comply with all Applicable Laws (including, without limitation, the Access
Laws). Tenant may not, without the prior written consent of Landlord, which
consent may be withheld by Landlord in its sole and absolute discretion, (1)
assign or transfer the Licenses or any interest therein; (2) permit any
assignment of the Licenses or any interest therein by operation of law; (3)
grant any license, concession, or other right(s) in connection with the Licenses
to a third party; (5) mortgage, pledge, or otherwise encumber its interest in
the Licenses; or (6) permit the use of the Licenses by any parties other than
Tenant and its employees.

         6. Utility Charges. Tenant shall pay all charges incurred for any
utility services used by Tenant on the Premises (including "hook-up" or "tie-in"
charges). Landlord shall not be liable for any interruption whatsoever in any
utility service(s).

         7. Taxes.

         (a) Tenant agrees that after the Commencement Date of this Lease,
Tenant shall pay as additional rent (and hold Landlord harmless from) before
they become delinquent all taxes




                                       5
<PAGE>
(both real and personal), assessments (both general and special), and
governmental charges of any nature whatsoever, levied upon or assessed against
the Premises (including, without limitation, the Property). Tenant shall deliver
to Landlord receipts or other reasonably satisfactory evidence of payment of all
such taxes, assessments and governmental charges so paid by Tenant. It is
agreed, however, that Tenant may, at its sole cost and expense, after giving
prior written notice to Landlord, dispute and contest the same, and in such
cases, such disputed item need not be paid until finally adjudged to be valid;
provided, however, that Tenant must post an appropriate bond or take another
measure necessary to keep the Premises free of tax liens. At the conclusion of
such contest, Tenant shall pay the items contested to the extent that they are
held valid, together with all terms, court costs, interest, penalties and other
expenses relating thereto. Notwithstanding the foregoing and anything to the
contrary contained herein, Tenant hereby agrees that until further notice from
Landlord, Tenant shall prepay all such taxes, assessments and governmental
charges in monthly installments of one-twelfth (1/12th) of the annual amount
thereof; and Tenant shall make to Landlord, in addition to the rent reserved
hereunder, monthly payments of one-twelfth (1/12th) of all such taxes,
assessments and governmental charges. To the extent of the payments made by
Tenant to Landlord pursuant to the immediately preceding sentence (but only to
the extent of such payments), Tenant shall be deemed to have satisfied its
obligations to pay such taxes, assessments and governmental charges and Tenant
shall not be required to provide the evidence of payment described above and
Landlord shall utilize such payments by Tenant in order to pay all such taxes,
assessments and governmental charges to be timely paid (with Tenant agreeing to
pay any difference upon demand by Landlord). If Landlord fails to timely pay or
cause payment of any such taxes, assessments and governmental charges where
Tenant has made monthly installments as provided in this Section, and provided
the failure to pay the applicable taxes, assessments and governmental charges
would constitute a lien upon Tenant's property or Tenant's leasehold interest in
the Premises will be subordinate to the lien of such taxes, assessments and
governmental charges, then Tenant may, but shall have no obligation (to the
extent Tenant has already made monthly payments as provided in this section) to
pay the applicable taxes, assessments and/or governmental charges.




                                       6
<PAGE>

         (b) Notwithstanding anything hereinabove to the contrary, if at any
time during the term of this Lease any assessment (either general or special) is
levied upon or assessed against the Property or any part thereof, and such
assessment is payable in installments (without special hearing or legal action),
Landlord shall not be required to elect the manner of payment which provides for
the greatest length of time to pay in installments; and in such case Tenant
shall be liable only for those installments accruing during Tenant's tenancy
under this Lease in the manner selected by Landlord.

         (c) if at any time during the term of this Lease, there shall be
levied, assessed or imposed a tax, charge or capital levy or otherwise (other
than a general gross receipts or income tax) on all or a portion of the rents
prescribed in this Lease, then even if such tax may be imposed by the
governmental authority upon Landlord, Tenant shall pay same in the same manner
as is provided above in Section 7(a) for real estate taxes.

         (d) Tenant shall be liable for all taxes levied against personal
property and trade fixtures placed by Tenant and/or located in the Premises,
including, without limitation, the Personalty. If any such taxes are levied
against Landlord or Landlord's property and if Landlord elects to pay the same
or if the assessed value of Landlord's property is increased by inclusion of
personal property and trade fixtures placed by Tenant and/or located in the
Premises, including, without limitation, the Personalty, and Landlord elects to
pay the taxes based on such increase, Tenant shall pay to Landlord upon demand
that part of such taxes for which Tenant is primarily liable hereunder.

         (e) Tenant shall be liable for any and all dues and other costs and
assessments levied by the Waters' Ridge Association, Inc., a Texas non-profit
corporation (including, without limitation, all annual and special assessments
under the Declaration (as defined below)) or any similar entity, and any charges
assessed against the Premises pursuant to any contractual covenants or recorded
declaration of covenants or the covenants, conditions and restrictions of any
other similar instrument affecting the Premises (including, without limitation,
that certain Master Declaration of Covenants, Restrictions and Development
Standards Applicable to Waters'




                                       7
<PAGE>

Ridge dated June 1, 1984, recorded in Volume 1423, Page 680, Deed Records of
Denton County, Texas (as amended, the "Declaration")).

         8. Insurance.

         (a) Tenant shall, at its expense, maintain at all times during the term
of this Lease (and prior to the term of this Lease with respect to activities of
Tenant under this Lease at the Premises) insurance as set forth below:

                  (1)      Commercial General Liability Insurance (1986 ISO Form
                           or its equivalent) written on an "occurrence" basis
                           with respect to the business carried on, in or from
                           the Premises and Tenant's use and occupancy of the
                           Premises (including a contractual liability) in an
                           amount not less than $1,000,000 per occurrence and
                           $2,000,000 general aggregate per location for bodily
                           injury and property damages (or with increased limits
                           as may be required from time to time by Landlord by
                           giving notice to Tenant) and without any deductible;

                  (2)      Workers' Compensation Insurance in compliance with
                           the Worker's Compensation Laws of the state in which
                           the Premises is located and including at least
                           100/500/100 Employers Liability Insurance.

                  (3)      Excess/Umbrella Liability Insurance, with a
                           "following form" endorsement attached, with a minimum
                           limit of $3,000,000 each Occurrence and Aggregate,
                           where applicable; and

                  (4)      Property insurance based on an "all risk" form
                           acceptable to Landlord, including but not limited to,
                           coverage for:

                           (A)      All office furniture, trade fixtures, office
                                    equipment, merchandise, and all other items
                                    of Tenant's property in,




                                       8
<PAGE>

                                    on, at, or about the Premises and the
                                    Building, including property installed by,
                                    for, or at the expense of Tenant;

                           (B)      The Improvements; and

                           (C)      All other improvements, betterments,
                                    alterations, and additions to the Premises.

                           Tenant's Property Insurance must also fulfill the
                           following requirements:

                           (AA)     It must include Landlord and Landlord's
                                    property manager or mortgagee(s) (if any) as
                                    additional insureds and be written on the
                                    equivalent of an ISO "Special Form" Property
                                    Insurance Form or an equivalent form
                                    acceptable to Landlord;

                           (BB)     It must include perils of earthquake and
                                    flood as covered causes of losses;

                           (CC)     It must include an agreed amount endorsement
                                    (with coinsurance waived) for not less than
                                    one-hundred percent (100%) of the full
                                    replacement cost (new without deduction for
                                    depreciation) of the covered items and
                                    property; and

                           (DD)     It must have a deductible no greater than
                                    $1,000 for each loss.

                  It is the parties' intent that Tenant structure its property
                  insurance program so that no coinsurance penalty is imposed,
                  there are no valuation disputes with any insurer or with
                  Landlord, and valuation cost shall be based upon replacement




                                       9
<PAGE>

                  value. The property insurance coverage must include vandalism
                  and malicious mischief coverage.

         (b) Tenant's policies must be written by an insurance company or
companies with a current A M Best's rating of A- IX or better and be admitted to
do business in the State of Texas. Landlord and any mortgagee of Landlord must
be named as additional insureds without restriction under the liability,
property and umbrella policies. Tenant shall obtain a written obligation on the
part of each insurance company to notify Landlord at least thirty (30) days
prior to cancellation, non-renewal, or material reduction of the coverage.

         (c) Tenant shall deliver copies of duly executed certificates of
insurance to Landlord, together with a copy of the endorsement(s) to such
policies of insurance evidencing that Landlord and Landlord's property manager
(together with any other parties required under this Section 8, if applicable)
have been included as additional insureds, in forms acceptable to Landlord,
prior to occupying any part of the Premises, and on an annual basis thereafter.
If Tenant fails to comply with these insurance requirements, Landlord may obtain
the required insurance and Tenant shall pay to Landlord on demand as additional
rent the premium cost thereof plus interest at the lower of 18% per annum or the
maximum legal contract rate from the date of payment by Landlord until paid by
Tenant.

         (d) During the term hereof, Tenant shall carry, or caused to be carried
(with an insurer that satisfies the requirements set forth in Section 8(b)
above) fire and extended coverage, commercial general liability, property
insurance and other insurance as Landlord deems reasonably necessary covering
all of the Premises for an amount not less than its full insurable value on a
replacement cost basis, for the benefit of Tenant and Landlord as their
interests may appear, by policies on such terms, in such form and for such
periods as Landlord shall require or approve from time to time, insuring with
all risk or special form coverage, and coverage insuring against loss of rents
and other income (for no less than twelve (12) full months) and when and to the
extent required by Landlord, against any other risks (the "Fire and Extended
Coverage insurance"), and in addition to the Minimum Rent specified in this
Lease, Tenant shall pay the costs of the premiums for the Fire and Extended
Coverage Insurance carried hereunder in each




                                       10
<PAGE>

calendar year or partial calendar year during the term of this Lease. If Tenant
fails to maintain the Fire and Extended Coverage Insurance in force, then
Landlord at its option may effect such the Fire and Extended Coverage Insurance
from year to year and pay the premiums therefor, and any such sums advanced by
Landlord shall bear interest at the highest rate permitted by law, and shall be
promptly reimbursed to Landlord upon receipt of written demand therefor. Tenant
shall assign and deliver to Landlord all policies of Fire and Extended Coverage
Insurance which insure against any loss or damage to the Premises or any part
thereof, as collateral and further security for the payment of the obligations
under this Lease, with loss payable to Landlord pursuant to a clause acceptable
to Landlord. Landlord is hereby authorized at its option to settle and adjust
any claims arising out of any insurance coverage so maintained by Tenant. Any
expense incurred by Landlord in the adjustment and collection of insurance
proceeds shall be reimbursed to Landlord first out of any insurance proceeds. If
any insurance proceeds under the Fire and Extended Coverage Insurance are
received by Landlord for loss or damage to the Improvements or the Personalty
which total less than $200,000.00, and provided Tenant is not then in default
under this Lease (in which case Landlord at its option may retain such proceeds
and apply them toward the payment of the obligations then due and owing under
this Lease in any order of priority Landlord may deem appropriate in its sole
discretion), then Landlord shall disburse said proceeds to Tenant in whole for
the repair or restoration of the damaged Improvements or Personalty. If any
insurance proceeds under the Fire and Extended Coverage Insurance are received
for loss or damage to the Improvements or the Personalty which total $200,000.00
or more, and provided Tenant is not then in default under this Lease (in which
case Landlord at its option may retain such proceeds and apply them toward the
payment of the obligations then due and owing under this Lease in any order of
priority Landlord may deem appropriate in its sole discretion), then Landlord
shall disburse such proceeds to Tenant for the repair or restoration of the
damaged Improvements or Personalty in the same manner as disbursements under a
construction loan (i.e., with construction draws); Landlord shall not be
obligated to see to the proper application by Tenant of any such disbursement.
Not less than thirty (30) days prior to the expiration date of each Fire and
Extended Coverage Insurance policy required under this Lease, Tenant shall
deliver to Landlord a renewal policy or policies marked "premium paid" or
accompanied by other evidence of payment satisfactory to Landlord. Each policy
of insurance required hereunder shall be non-cancelable without at least thirty
(30) days' advance written notice to Landlord.




                                       11
<PAGE>

         9. Payment of Taxes by Landlord. If Tenant should fail to pay any
taxes, assessments or governmental charges required to be paid by Tenant
hereunder, in addition to any other remedies provided herein, Landlord may, if
it so elects (and after reasonable notice to Tenant), pay such taxes,
assessments and governmental charges. Any sums so paid by Landlord shall bear
interest at the lower of 18% per annum or the maximum legal contract rate, shall
be deemed to be additional rental owing by Tenant to Landlord and shall be paid
with the next due installment of rent.

         10. Repairs. Tenant shall take good care of the Building (including but
not limited to roof and structure), the parking areas, private drives, sidewalks
(if any and as applicable) and all other Improvements on the Premises,
throughout the term of this Lease, and shall keep them in an attractive and good
condition and free from waste or nuisance of any kind. Tenant shall make repairs
to the Building, parking areas, private drives, sidewalks (if any and as
applicable) and the Improvements at its sole cost and expense; and Landlord
shall not be called upon to make any improvements or repairs of any kind during
the term of this Lease. Tenant further agrees that it shall care for the
landscaping, if any, on the Property (including, to the extent applicable, the
mowing of grass, care of shrubs, watering and other landscaping requirements)
during the term of this Lease. The Premises shall not be maintained as, nor
shall Tenant permit the Premises to become, a public or private nuisance, and
Tenant shall not maintain any nuisance upon the Premises. Tenant shall, at its
sole cost and expense and at all times during the term of this Lease, comply
with and cause the Premises to comply with the terms of the Declaration
(including, without limitation, Article IX thereof). Upon the expiration or
other termination of this Lease, Tenant shall deliver up the Premises with the
Building, parking areas, private drives, sidewalks (if any and as applicable)
and improvements located thereon (including, without limitation, the
Improvements), in good repair and condition, loss by fire or other casualty or
act of God, and ordinary wear and tear excepted.




                                       12
<PAGE>
         11. Alterations. Tenant shall have the right to make any reasonable
interior alterations, additions, or improvements to the Building as may be
necessary in connection with requirements of Tenant's business without the prior
written consent of Landlord and without the payment of any additional rent,
provided that such alterations, additions or improvements (x) shall not reduce
the value of the Premises, and (y) shall not affect the Buildings structure, or
any of the mechanical, electrical, HVAC, plumbing systems or other Building
systems (collectively and as applicable, the "Building Systems"). All other
changes must be submitted to Landlord for Landlord's prior written approval (not
to he unreasonably withheld); and even with regard to changes permitted by the
immediately preceding sentence, if the change either (i) costs more than
$5,000.00 or (ii) is a structural change and/or affects any of the Building
Systems, then in either such event Tenant will provide Landlord with written
notice, accompanied by informational copies of the plans and specifications of
all such change(s), and such change(s) shall be subject to Landlord's prior
written approval (not to be unreasonably withheld). Except as provided in
Section 12 below, all alterations, additions and improvements which may be made
or installed upon the Premises shall remain upon and be surrendered with the
Premises and become the property of Landlord upon the expiration or other
termination of this Lease, unless (x) Landlord requests the removal of
alterations or additions to which it did not consent, in which event Tenant
shall remove the same and restore the Premises to their original condition at
Tenant's expense, or (y) Tenant timely and effectively exercises its Purchase
Option (as defined in and pursuant to Section 26 below).

         12. Equipment, Fixtures and Signs on Premises. Tenant shall have the
right to maintain equipment, trade business fixtures and signs existing at the
Premises as of the Commencement Date of this Lease, and Tenant shall have the
additional right(s), at Tenant's sole cost and with the prior consent of
Landlord (such consent not to be unreasonably withheld), to erect, install,
maintain, and operate on the Premises additional equipment, trade and business
fixtures, and signs (exclusive of any signs on the roof), and all of such
equipment, trade and business fixtures, and signs (exclusive of any signs on the
roof) shall remain upon and be surrendered with the Premises and become the
property of Landlord upon the expiration or other termination of this Lease,
unless (x) Landlord requests the removal of such equipment, trade and business
fixtures, and signs to which it did not consent, in which event Tenant shall
remove the



                                       13
<PAGE>

same and restore the Premises to their original condition at Tenant's expense,
or (y) Tenant timely and effectively exercises its Purchase Option (as defined
in and pursuant to Section 26 below). All such installation shall be effected in
compliance with applicable governmental laws, ordinances and regulations and
shall not materially injure or deface the building and other improvements Except
as provided in this Section 12, Tenant shall have no right to place any other
signs on the Property or elsewhere on the Premises.

         13. Demand by Fire or Other Casualty.

         (a) If the Improvements on the Property should be damaged or destroyed
by fire, tornado, or other casualty, Tenant shall give immediate written notice
thereof to Landlord.

         (b) If during the term of this Lease the building situated upon the
Premises should be substantially or totally destroyed by fire, tornado, or other
casualty, or if during such period it should be so damaged that rebuilding or
repairs cannot be completed within one hundred eighty (180) days after the date
of such damage, this Lease shall, at the option of Landlord (to be exercised by
written notice delivered to Tenant within twenty (20) days after the occurrence
of the casualty (the "Casualty Notice")), terminate and the rent shall be abated
during the unexpired portion of this Lease, effective with the date of such
damage. If Landlord elects to terminate this Lease in accordance with the
immediately preceding sentence, then Tenant shall have the right to exercise its
Purchase Option pursuant to the terms of Section 26 below by delivering its 30
days' written notice to Landlord within ten (10) days after receipt of the
Casualty Notice, in which case tenant shall be entitled to the proceeds of the
Fire and Extended Coverage Insurance.

         (c) If the building situated upon the Premises should be damaged by
fire, tornado, or other casualty but not under such circumstances as entitle
Landlord to terminate pursuant to Section 13(b) above, or if under such
circumstances but Landlord shall not have elected to terminate this Lease, this
Lease shall not terminate, but Tenant shall, at Tenant's sole cost and expense,
proceed with reasonable diligence to rebuild and repair such building to
substantially the condition in which it existed prior to such damage, and Tenant
may use the proceeds of the Fire and Extended Coverage Insurance for such
purpose (in accordance with the terms and



                                       14
<PAGE>

provisions of Section 8(d) above). The rent payable hereunder shall in no event
abate during the period in which the Premises are untenantable.

         (d) Tenant shall not, without Landlord's prior written consent, keep
anything within the Premises for any purpose which invalidates any insurance
policy carried on the Premises. All property kept, stored or maintained within
the Premises by Tenant shall be at Tenant's sole risk.

         (e) Subject to Section 13(b) hereof, all insurance proceeds payable by
reason of the occurrence of such fire or other casualty shall be paid to
Landlord to be applied to the cost of repair or replacement of the Improvements
and the Personalty (in accordance with the terms and provisions of Section 8(d)
above).

         14. Condemnation.

         (a) If all of the Property -- or if less than all, but Landlord
reasonably determines the remaining portion cannot be utilized for the operation
of Tenant's business -- shall be acquired by the right of condemnation or
eminent domain for any public or quasi-public use or purpose or sold to a
condemning authority under threat of condemnation, then the term of this Lease
shall cease and terminate as of the date of title vesting in such proceeding (or
sale) and all rentals, including percentage rentals, shall be paid up to that
date.

         (b) In the event of a partial taking or condemnation which takes less
than a substantial portion of the Property and Landlord reasonably determines
the remaining portion can be utilized for the operation of Tenant's business,
then Tenant, at Tenant's sole cost and expense, shall promptly restore the
remaining portion to a condition comparable to its condition at the time of such
condemnation less the portion lost in the taking; and in such event this Lease
shall continue in full force and effect and all rentals will continue without
abatement.

         (c) In the event of any condemnation, taking or sale as aforesaid,
whether whole or partial, Landlord and Tenant shall each be entitled to receive
and retain such separate awards and portions of lump sum awards as may be
allocated to their respective interests in any




                                       15
<PAGE>

condemnation proceedings, or as may be otherwise agreed; except that if the
remaining portion shall be restored as herein provided, the Tenant shall first
be entitled to recover its expenses incurred in such restoration out of any such
award, and the balance shall be allocated as aforesaid. Termination of this
Lease shall not affect the right of the respective parties to such awards.

         15. Liability and Indemnification.

         (a) Landlord shall not be liable to Tenant or its directors,
shareholders, partners, trustees, members, agents, contractors, subcontractors,
employees, licensees, servants, and invitees and all persons and entities
claiming through any of these persons or entities (collectively and as
applicable, "Tenant Party(ies)"), or any person whomsoever, for any injury to
person or damage to property on or about the Premises caused by the negligence
or willful misconduct of Tenant or any Tenant Party; and Tenant agrees to
indemnify Landlord and hold it harmless from any loss, claim, damage, cost or
expense suffered or incurred by landlord by reason of any such damage or injury.

         (b) Landlord and Landlord's agents and employees shall not be liable to
Tenant or any Tenant Party for any injury to person or damage to property caused
by the Premises (or any portion thereof) becoming out of repair or by defect in
or failure of equipment, pipes or wiring, or broken glass, or by the backing up
of drains, or by gas, water, steam, electricity or oil leaking, escaping or
flowing into the Premises, nor shall Landlord be liable to Tenant or any Tenant
Party for any loss or damage that may be occasioned by or through the acts or
omissions of any other persons whomsoever, excepting only duly authorized
employees and agents of Landlord.

         (c) Tenant shall indemnify, defend, and hold Landlord and its
authorized representatives and their respective officers, directors,
shareholders, partners, trustees, members, agents, employees, property manager,
contractors and all persons and entities through any of these persons or
entities (collectively and as applicable, "Landlord Party(ies)") harmless from
all fines, suits, losses, costs, liabilities, claims, demands, actions, and
judgments of every kind and character (collectively, "Claims") INCLUDING THOSE
CLAIMS RESULTING SOLELY OR IN PART FROM THE NEGLIGENCE OF ANY LANDLORD PARTY
(BUT EXCEPTING



                                       16
<PAGE>

THOSE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
LANDLORD PARTY) arising out of or relating (directly or indirectly) to this
Lease, the tenancy created under this Lease or the Premises, including, without
limitation:

                  (1)      any breach or default in performance of any
                           obligation on Tenant's part to be performed under
                           this Lease, whether before or during the term of this
                           Lease or after its expiration or earlier termination;

                  (2)      any act, omission, negligence, or misconduct of any
                           Tenant Party, or of any other person entering upon
                           the Premises under or with the express or implied
                           invitation or permission of Tenant;

                  (3)      any alterations, activities, work, or things done,
                           permitted, allowed, or suffered by Tenant Parties in,
                           at, or about the Premises, including the violation by
                           any Tenant Party of any Applicable Laws (including,
                           without limitation, the Access Laws); and

                  (4)      the occupancy or use by any Tenant Party of the
                           Premises.

         (d) Tenant shall indemnify, defend, and hold all Landlord Parties
harmless from any Claim for damage to the Improvements or Tenant's personal
property, fixtures, furniture, and equipment in the Premises (INCLUDING THOSE
CLAIMS RESULTING SOLELY OR IN PART FROM THE NEGLIGENCE OF ANY LANDLORD PARTY
(BUT EXCEPTING THOSE CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF ANY LANDLORD PARTY)), to the extent that the damage is covered by
ISO Special Form Property Insurance (including any deductible) that Tenant is
required to carry under this Lease (or would have been covered had Tenant
carried the insurance required under the provisions of this Lease).

         (e) If any Landlord Party is made a party to any litigation commenced
against any Tenant Party or relating to this Lease or to the Premises, then
Tenant shall pay all costs and



                                       17
<PAGE>

expenses, including attorneys' fees, court costs and expenses, incurred by or
imposed upon the Landlord Party by virtue of the litigation. The amount of all
costs and expenses, including attorneys' fees, court costs and expenses is a
demand obligation payable by Tenant to Landlord as additional Rent bearing
interest at the lower of 18% per annum or the maximum legal contract rate from
the date of payment by Landlord until paid by Tenant.

         (f) If an employee (full-time, part-time, or temporary) of Tenant
suffers an injury at the Premises, Tenant shall cause the injured employee to
exhaust all rights under the applicable Workers' Compensation Laws before any
claim arising from the injury is asserted against any other party. Tenant shall
indemnify, defend, and hold Landlord Parties harmless from any and all Claims
suffered by Landlord Parties arising from any injury(ies) to any of Tenant's
employees or any other Tenant Parties.

         (g) The provisions of this Section 15 survive the expiration or earlier
termination of this Lease. The indemnification provisions of this Section 15
shall not be construed or interpreted as in any way restricting, limiting, or
modifying Tenant's insurance or other obligations under this Lease and is
independent of Tenant's insurance and other obligations under this Lease.

         16. Assignment and Subletting.

         (a) Tenant may not, without the prior written consent of Landlord,
which consent may be withheld by Landlord in its sole and absolute discretion,
(1) assign or transfer this Lease or any interest therein; (2) permit any
assignment of this Lease or any interest therein by operation of law; (3) sublet
the Premises or any part thereof; (4) grant any license, concession, or other
right of occupancy of any portion of the Premises; (5) mortgage, pledge, or
otherwise encumber its interest in this Lease; (6) permit the use of the
Premises by any parties other than Tenant and its employees; or (7) reorganize
as a corporation, limited liability company or any other form of legal entity.
Landlord's consent to any assignment, subletting, or reorganization is not a
waiver of Landlord's right to approve or disapprove any subsequent assignment,
subletting, or reorganization. Tenant and any guarantor of Tenant's obligations
under this Lease ("Guarantor", whether one or more) shall remain jointly and
severally liable for the payment of rent and performance of all other
obligations under this Lease after any assignment or subletting.



                                       18
<PAGE>
If Tenant is a partnership, Tenant, Guarantor, and the general partners of
tenant prior to its reorganization shall remain jointly and severally liable for
the payment of rent and performance of all other obligations under this Lease
after any reorganization. Landlord and Tenant hereby agree that the granting of
consent by Landlord to any assignment or subletting, or reorganization shall be
within the sole and absolute discretion of Landlord and shall, at a minimum, be
preconditioned upon the fulfillment of the following requirements of Landlord,
as well as any other requirements of Landlord: (i) that no Event of Default has
occurred and is continuing at the time of the request for consent to the
sublease or assignment, (ii) that the use to be made of the Premises by the
assignee or sub-tenant is only as permitted in Section 5 hereof, (iii) that the
assignee or sub-tenant shall assume in writing the performance of all of the
terms, covenants and conditions of this Lease on the part of the Tenant to be
kept and performed, and (iv) that the Tenant shall deliver to the Landlord
within fifteen (15) days prior to the assignment or subletting the proposed
documents relating to such event, along with the proposed form of an assumption
agreement, all such documents to be subject to Landlord's comments which shall
be incorporated therein (with Tenant agreeing to deliver to Landlord within 15
days after the assignment of subletting, an executed duplicate thereof, together
with a duly executed assumption agreement). Any assignment or subletting shall
be subject to and upon all of the terms and provisions of this Lease.

         (b) If the Premises or any part thereof are assigned or sublet to a
third party pursuant to Section 16(a) above, Landlord may at its option collect
directly from the assignee or sublessee all rents payable to Tenant under the
assignment or sublease and apply the rent against any sums due to Landlord under
this Lease. Tenant authorizes and directs any assignee or sublessee to make
payments of rent directly to Landlord upon receipt of notice from Landlord. No
direct collection of rent by Landlord from any assignee or sublessee is a
novation or a release of Tenant or Guarantor from the performance of their
obligations under this Lease or under any guaranty executed by Guarantor, and
Tenant and Guarantors shall continue to be liable under this Lease and any such
guaranty, with the same force and effect as if no such assignment or sublease
had been made.



                                       19
<PAGE>

         (c) Tenant shall not mortgage, pledge or otherwise encumber its
interest in this Lease or in the Premises to any financial institution advancing
purchase-money financing for Tenant's operations on the Premises, without the
prior written consent of Landlord in Landlord's sole discretion.

         (d) Tenant may, without the prior consent of Landlord, assign this
Lease to an Affiliate, so long as (i) Tenant provides Landlord a copy of the
assignment within ten (10) days after its execution, (ii) the transaction was
not entered into as a subterfuge to avoid the obligations and restrictions of
this Lease, (iii) the assignee or sublessee is engaged in a business customarily
acceptable for a tenant in projects similar to the Premises in the same
geographic area, (iv) the assignee's proposed use of the Leased Premises does
not violate the terms of this Lease, and (v) the assignee's net worth,
creditworthiness and financial standing is equal to or better than Tenant's as
of the date of such assignment or sublease. Landlord has no obligation to
recognize an Affiliate as the tenant under this Lease unless Landlord timely
receives a complete copy of the assignment and Tenant pays Landlord its
reasonable administrative and legal costs. Tenant and any Guarantors of this
Lease remain jointly and severally liable for the payment of rent and
performance of all other obligations under this Lease after any assignment to an
Affiliate. The term "Affiliate" means any entity that acquires all or part of
Tenant, or that is acquired in whole or in part by Tenant, or which entity
controls, directly or indirectly, Tenant. For purposes of this subparagraph,
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of an entity, whether
through the ownership of voting securities or by contract or otherwise.

         17. Default.

         (a) The following events shall be deemed to be "Events of Default" by
Tenant under this Lease Agreement:

                  (1) Tenant shall fail to pay any installment or amount of rent
         herein provided as and when the same shall become due and the failure
         continues for a period of five (5) days;

                  (2) Tenant shall fail to comply with any term, provision or
         covenant of this Lease, other than the payment of rent, and shall not
         cure such failure within twenty (20)



                                       20

<PAGE>
         days after written notice thereof is given by Landlord to Tenant;
         provided, however, if the default is not reasonably curable within such
         20-day period, Tenant shall have a reasonable additional time period
         (not to exceed an additional ninety (90) days) to cure such default so
         long as Tenant commenced such cure within the initial 20-day period and
         continuously and diligently prosecutes such cure to completion;

                  (3) Tenant shall become insolvent, or shall make a transfer in
         fraud of creditors or shall make an assignment for the benefit of
         creditors;

                  (4) Tenant shall file a petition under any section or chapter
         of the Federal Bankruptcy Code, as amended, or under any similar law or
         statute of the United States or any state thereof, or Tenant shall be
         adjudged bankrupt or insolvent in proceedings filed against Tenant
         thereunder; or

                  (5) A receiver or trustee shall be appointed for all or
         substantially all of the assets of Tenant.

                  (6) Tenant, if a natural person, dies or becomes incapacitated
         or, if Tenant is not a natural person, Tenant is dissolved or ceases to
         exist (except as permitted pursuant to Section 16(d) above).

                  (7) Tenant's leasehold estate is taken on execution or other
         process of law in any action against Tenant.

                  (8) Tenant does not conduct its business in any substantial
         portion of the Premises for more than ten (10) consecutive business
         days.


Notwithstanding the foregoing, and anything to the contrary contained in this
Lease, in the event that (A) Landlord provides Tenant written notice relating to
a failure by Tenant to comply with any term, provision or covenant of this
Lease, other than the payment of rent, pursuant to Section 17(a)(2) above (a
"17(a)(2) Notice"), (B) Tenant shall not cure such failure within twenty (20)
days after the 17(a)(2) Notice is given by Landlord to Tenant, and (C) Tenant
provides evidence acceptable to Landlord (in its sole, but reasonable,
discretion) within thirty (30) days following the 17(a)(2) Notice that the
failure(s) described in such 17(a)(2) Notice is not susceptible of cure at all,
then Landlord shall deliver a written notice to Tenant, at Landlord's sole
option, either (x) notifying Tenant that Landlord retracts the applicable
17(a)(2) Notice, in which case said 17(a)(2) Notice shall be null and void and
of no force or effect, or (y) notifying Tenant that


                                       21
<PAGE>
Tenant shall be permitted to either (1) pay all amounts due under this Lease and
exercise its Purchase Option pursuant to the terms of Section 26 of this Lease
by delivering its 30 days' written notice to Landlord within ten (10) days after
receipt of Landlord's notice (time being of the essence), or (2) allow Landlord
to exercise its remedies under this Lease, at law or in equity due to the Event
of Default under Section 17(a)(2) of this Lease.

         (b) Upon the occurrence of any such Event of Default, in addition to
any other remedy provided herein or at law or equity, Landlord shall have the
option to pursue any one or more of the following remedies without any notice or
demand whatsoever, and without terminating, invalidating or otherwise affecting
Landlord's Option pursuant to Section 27 below:


                  (1) Pursue a claim for monetary relief; or


                  (2) Enforce specific performance of Tenant's obligations; or


                  (3) Enter upon the Premises, without being liable for
         prosecution or any claim for damages therefor, and do whatever Tenant
         is obligated to do under the terms of this Lease; and Tenant agrees to
         reimburse Landlord on demand for any expenses which Landlord may incur
         in thus effecting compliance with Tenant's obligations under this
         Lease; or

                  (4) Without terminating this I ease, enter upon and take
         possession of the Premises and expel or remove Tenant and other persons
         who may be occupying the Premises or any part thereof, without being
         liable for prosecution of any claim for damages therefor, and relet the
         Premises, as Tenant's agent and receive the rent therefore; and Tenant
         agrees to pay Landlord on demand any deficiency that may arise by
         reason of such reletting; or


                  (5) Terminate this Lease, in which event Tenant shall
         immediately surrender the Premises to Landlord, and if Tenant fails so
         to do, Landlord may, without prejudice to any other remedy which it may
         have for possession or arrearages in rent enter upon and


                                       22
<PAGE>
         take possession of the Premises and expel or remove Tenant and any
         other person who may be occupying the Premises, or any part thereof,
         without being liable for prosecution or any claim for damages thereof;
         and Tenant agrees to pay to Landlord on demand the amount of all loss
         and damage which Landlord may suffer by reason of such termination,
         whether through inability to relet the Premises on satisfactory terms
         or otherwise.

Pursuit of any of the foregoing remedies shall not preclude pursuit of any of
the other remedies herein provided or any other remedies provided by law or
equity, nor shall pursuit of any remedy herein provided constitute a forfeiture
or waiver of any rent due to Landlord hereunder or of any damage accruing to
Landlord by reason of the violation of any of the terms, provisions and
covenants herein contained. Forbearance by Landlord to enforce one or more of
the remedies herein provided upon the occurrence of an Event of Default shall
not be deemed or construed to constitute a waiver of such default.

         18. Inspection by Landlord. Landlord and Landlord's agents and
representatives shall have the right to enter upon and inspect the Premises at
any time during normal business hours upon prior reasonable notice to Tenant.

         19. Covenant of Title and Quiet Enjoyment. If Tenant pays rent when due
and timely performs all other obligations of Tenant under this Lease, then
Tenant may peaceably and quietly enjoy the Premises during the term of this
Lease without any disturbance from Landlord or from any other person claiming
by, through, or under Landlord, but not otherwise, subject to the terms of this
Lease, Applicable Laws and matters affecting the Premises (including, without
limitation, the Declaration) as set forth on Exhibit "B" to the Special Warranty
Deed of even date hereof conveying the Premises from Tenant to Landlord.

         20. Holding Over by Tenant. Should Tenant or any successor in interest
of Tenant or any assignee, sublessee or licensee of Tenant hold over the
Premises or any part hereof after the expiration of this Lease unless otherwise
agreed in writing, such holdover shall constitute and be construed as a tenancy
at sufferance at a monthly rental equal to one hundred fifty percent (150%) of
the monthly Minimum Rent payable at the time of termination, plus the payment of
all


                                       23
<PAGE>
other rent payable under this Lease. While Tenant or its successor continues to
hold the Premises after the termination of this Lease, the tenancy is subject to
all terms of this Lease; provided, all expansion rights, first refusal rights,
first notice rights, first offer rights, and renewal rights (if any)
automatically terminate. Landlord shall have the right to terminate such tenancy
at any time at will upon one (1) day prior notice to Tenant. No payments of
money by Tenant to Landlord after the termination of this Lease reinstate,
continue, or extend the term of this Lease and no extension of this Lease after
the termination or expiration thereof is valid unless it is reduced to writing
and signed by Landlord and Tenant. Nothing in this Section 20 may be construed
to give Tenant the right to hold over beyond the scheduled expiration date of
the term of this lease or any earlier termination of this Lease or preclude
Landlord from having the right to dispossess or otherwise terminate Tenant's
right of possession. Any month-to-month tenancy or tenancy at sufferance is
terminable upon one (1) day prior notice to Tenant.

         21. Notice and Payments. Each provision of this lease or of any
applicable governmental laws, ordinances, regulations and other requirements
with reference to the sending, mailing or delivery of any notice or the making
of any payment by Tenant to Landlord shall be deemed to be complied with when
and if the following steps are taken:

         (a) All rent and other payments required to be made by Tenant to
Landlord hereunder shall be payable to Landlord at the address hereinbelow set
forth or at such other address as Landlord may specify from time to time by
written notice delivered in accordance herewith;

         (b) All payments (if any) required to be made by Landlord to Tenant
hereunder shall be payable to Tenant at the address hereinbelow set forth, or at
such address as Tenant may specify from time to time by written notice delivered
in accordance herewith;

         (c) All notices, requests, approvals, and other communications required
or permitted to be delivered under this Lease must be in writing and are
effective:

                  (i)      on the business day sent if (1) sent by telecopier
                           prior to 5:00 p.m., Central Standard time, (2) the
                           sending telecopier generates a written confirmation


                                       24

<PAGE>


                           of sending, and (3) a confirming copy is sent on the
                           same business day by one of the other means specified
                           below;

                  (ii)     the next business day after delivery on a business
                           day to a nationally-recognized-overnight-courier
                           service for prepaid overnight delivery;

                  (iii)    if orderly delivery of the mail is not then disrupted
                           or threatened, in which event some method of delivery
                           other than the mail must be used, 3 days after being
                           deposited in the United States mail, certified,
                           return receipt requested, postage prepaid; or

                  (iv)     upon receipt if delivered personally or by any method
                           other than by telecopier (with written confirmations
                           nationally-recognized-overnight courier service, or
                           mail;

in each instance addressed to Landlord or Tenant, as the case may be, at the
address specified below, or to any other address either party may designate by
ten (10) days' prior notice to the other party.

         If to Landlord:      Briarwood Waters Ridge LP
                              c/o Briarwood Capital Corporation
                              2911 Turtle Creek Boulevard, Suite 1240
                              Dallas, Texas 75219
                              Attention: H. Walker Royall
                              Fax No.: (214) 520-2009

         With a copy to:      Jenkens & Gilchrist, P.C.
                              1445 Ross Avenue, Suite 3200
                              Dallas, Texas 75202-2799
                              Attention: Christopher I. Clark, Esq.
                              Fax No.: (214) 855-4300


                                       25

<PAGE>
         If to Tenant:        Ultrak Operating, L.P.
                              c/o Ultrak, Inc.
                              1301 Waters Ridge Drive
                              Lewisville, Texas 75057
                              Attention: Chris Sharng, CFO
                              Fax No.: (972) 353-6679

         With a copy to:      Stutzman & Bromberg, P.C.
                              2323 Bryan Street, Suite 2200
                              Dallas, Texas 75201-2689
                              Attention: John E. Bromberg, Esq.
                              Fax No.: (214) 969-4999


If and when included within the term "Landlord", as used in this instrument,
there is more than one person, firm or corporation, all shall jointly arrange
among themselves for their joint execution of such a notice specifying some
individual at some specific address for receipt of notice and payment to
Landlord; if and when included within the term "Tenant", as used in this
instrument, there is more than one person, firm or corporation, all shall
jointly arrange among themselves for their joint execution of such a notice
specifying some individual at some specific address for receipt of notices and
payments to Tenant. All parties included within the terms "Landlord" and
"Tenant", respectively, shall be bound by notices given in accordance with the
provisions of this Section 21 as if each had received such notice.

         22. Net Lease. It is understood and agreed that this is a "net" lease
in the most absolute sense. It is the intention of the parties that Landlord
shall receive the rentals herein reserved free from (a) all taxes or charges
imposed upon or by reason of the Premises and (b) all expenses and charges
required to be paid to maintain the Premises and continue the ownership of
Landlord and Landlord's successors and assigns.


                                       26
<PAGE>
         23. Force Majeure. When this Lease prescribes a period of time for
action to be taken by Landlord or Tenant, Landlord or Tenant is not liable or
responsible for, and there is excluded from the computation for the period of
time, any delays due to strikes, acts of God, shortages of labor or materials,
war, governmental laws, regulations, restrictions, or any other cause of any
kind that is beyond the control of Landlord or Tenant. Notwithstanding the
foregoing, the delays described in the preceding sentence shall not extend the
time period for either the Commencement Date or the obligation of Tenant to pay
rent under this Lease.


         24. Waiver of Subrogation. Landlord and Tenant agree and covenant that
neither shall be liable to the other for loss arising out of damage to or
destruction of the Premises or contents thereof when such loss is caused by any
perils included within the State of Texas standard fire and extended coverage
insurance policy. Inasmuch as the above mutual waivers will preclude the
assignment of any aforesaid claim by way of subrogation (or otherwise) to an
insurance company (or any other applicable person or entity), Landlord and
Tenant severally agree immediately to give to each insurance company which has
issued to it policies of insurance, written notice of the terms of said mutual
waivers, and to have said insurance policies properly endorsed, if necessary, to
prevent the invalidation of said insurance coverages by reason of said waivers.


         25. Recording. A short-form memorandum of this Lease in the form
attached hereto as Exhibit "D" and made a part hereof for all purposes, shall be
executed and acknowledged by parties simultaneously with the execution and
delivery of this Lease, and shall be recorded in the Real Property Records of
Denton County, Texas, promptly following the Commencement Date at Tenant's sole
cost and expense.

         26. Purchase Option. Landlord and Tenant hereby acknowledge and agree
that, provided that Tenant is not then in default under Section 17(a)(l) of this
Lease, and further provided that the Tenant under this Lease is Ultrak
Operating, L.P., a Texas limited partnership or an Affiliate, Tenant shall have
the option (but not the obligation) to purchase the Premises (including the
Improvements and the Personalty) (the "Purchase Option") on the terms and
conditions hereinafter set forth in this Section 26. Tenant shall exercise its
Purchase Option as


                                       27
<PAGE>


herein granted by giving written notice (the "Option Notice") thereof to
Landlord on or before November 30, 2003, time being of the essence. The date on
which the Purchase Option, if exercised by Tenant, shall be consummated by
Landlord and Tenant shall be the last day of the twenty-fourth (24) full
calendar month of the term of this Lease (the "Closing Date"). In the event that
Tenant shall exercise its Purchase Option hereunder, the consideration to be
paid by Tenant for the Premises (including the Improvements) (referred to herein
as the "Purchase Price") shall be SIX MILLION NINE HUNDRED THOUSAND AND NO/l00
DOLLARS ($6,900,000.00), and shall be payable in cash from Tenant to Landlord at
the consummation of the Purchase Option on the Closing Date. If the Purchase
Option is exercised, the Premises (including the Improvements) shall be conveyed
to Tenant by special warranty deed (the "Deed") in form and content satisfactory
to Landlord, and Landlord will, upon conveyance, deliver to Tenant, at Tenant's
option and sole cost and expense, an owner's policy of title insurance insuring
Tenants ownership of fee simple title to the Premises (including the
Improvements), together with any applicable easements or restrictions
appurtenant to or otherwise benefitting the Premises, subject to any applicable
permitted exceptions and/or encumbrance. All closing costs, escrow charges, and
attorneys' fees (of both Landlord and Tenant) shall be paid by Tenant. Upon
consummation of the Purchase Option on the Closing Date, this Lease shall
automatically terminate -- in which event Landlord and Tenant shall execute and
deliver one to the other any reasonably required document(s) (in recordable
form) as may be necessary to evidence such termination. In the event that Tenant
has not properly and validly exercised its Purchase Option on or before November
30, 2003, time being of the essence, then Tenant shall have no right (and shall
be deemed to have waived its right) to exercise the Purchase Option set forth in
this Section 26. Tenant may not assign the Purchase Option set forth in this
Section 26 to any assignee of this Lease, nor may any sublessee or assignee
exercise the Purchase Option set forth in this Section 26.

         27. Tenant's Information. Tenant's Organizational Identification Number
issued by the Secretary of State of Texas is 85612-10. Tenant's Tax
Identification Number is 75-2625985.


                                       28
<PAGE>
         28. Gender and Number. Words of any gender used in this Lease shall be
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context
otherwise requires.

         29. Binding Effect. The terms, provisions, covenants and conditions
contained in this Lease shall apply to, inure to the benefit of and be binding
upon the parties hereto and upon their respective heirs, legal representatives,
successors in interest and assigns, except as otherwise herein expressly
provided.

         30. Entire Agreement; Amendments. This Lease is the entire agreement
between the parties. All negotiations, considerations, representations, and
understandings between Landlord and Tenant are incorporated in this Lease. No
act or omission of any employee or agent of Landlord may alter, change, or
modify any of the terms of this Lease. No amendment or modification of this
Lease is binding unless expressed in a written instrument executed by Landlord
and Tenant.

         31. Captions. The captions used herein are for convenience only and
shall not be deemed to amplify, limit or otherwise construe the terms hereof in
any way.

         32. Terms Held Invalid. If any provision of this Lease should be held
to be invalid or unenforceable, the validity and enforceability of the remaining
provisions of this Lease shall not be affected thereby.

         33. Attorney's Fees. If on account of any breach or default in any of
Tenant's obligations hereunder, Landlord shall employ an attorney to enforce or
defend any of Landlord's rights or remedies hereunder, and Landlord is the
prevailing party in such matter, Tenant shall pay on demand any reasonable
attorney's fees incurred by Landlord in such connection.

         34. Waiver of Repurchase Option. Notwithstanding anything to the
contrary contained in this Lease (including, without limitation, the terms of
Section 26 of this Lease), Tenant hereby acknowledges and agrees that it fully
and completely waives any and all rights


                                       29
<PAGE>
that Tenant may ever have (i.e., now and/or in the future) to exercise the
option to repurchase the Premises (or any portion thereof) pursuant to the terms
of Article XII of the Declaration.

         35. Estoppels. Tenant agrees that it will from time to time upon
request by Landlord execute and deliver to Landlord a written statement
addressed to Landlord (or to a party designated by Landlord), which statement
shall identify Tenant and this Lease, shall certify that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as so modified), shall confirm that
Landlord is not in default as to any obligations of Landlord under this Lease
(or if Landlord is in default, specifying any default), and shall contain such
other information or confirmations as Landlord may require. Landlord is hereby
irrevocably appointed and authorized as the agent and attorney-in-fact of Tenant
to execute and deliver any such written statement on Tenant's behalf if Tenant
fails to do so within seven (7) days after the delivery of a written request
from Landlord to Tenant.

         36. Mechanic's Liens. Tenant shall have no authority, express or
implied, to create or place any lien or encumbrance of any kind or nature
whatsoever upon, or in any manner to bind, the interest of Landlord in the
Premises or to charge the rentals payable hereunder for any claim in favor of
any person dealing with Tenant, including those who may furnish materials or
perform labor for any construction or repairs, and each such claim shall affect
and each lien shall attach to, if at all, only the leasehold interest granted to
Tenant by this instrument. Tenant covenants and agrees that it will pay or cause
to be paid all sums legally due and payable by it on account of any labor
performed or materials furnished in connection with any work performed on the
Premises on which any lien is or can be validly and legally asserted against its
leasehold interest in the Premises or the improvements thereon and that it will
save and hold Landlord harmless from any and all loss, cost or expense based on
or arising out of asserted claims or liens against the leasehold estate or
against the rights, title and interest of the Landlord in the Premises or under
the terms of this Lease.

         37. No Joint Venture. Nothing herein contained shall be deemed or
construed by the parties hereto, nor by any third party, as creating the
relationship of principal and agent or partnership or of joint venture between
parties hereto, it being understood and agreed that neither


                                       30

<PAGE>
the method of computation of rent, nor any other provisions contained herein,
nor any acts of the parties hereto, shall be deemed to create any relationship
between the parties hereto other than the relationship of landlord and tenant.

         38. Broker. Tenant warrants that it has had no dealing with any broker
or agent in connection with the negotiation or execution of this Lease. Tenant
shall indemnify, defend, and hold Landlord harmless against all costs, expenses,
attorneys' fees, or other liability for commissions or other compensation or
charges claimed by any broker or agent other than Brokers claiming by, through,
or under Tenant with respect to this Lease or any renewal or extension.

         39. Date of Lease. This Lease shall be dated as of date first above
written in this Lease.

         40. No Representations. NO LANDLORD PARTY MADE ANY REPRESENTATIONS OR
PROMISES WITH RESPECT TO THE PREMISES EXCEPT AS EXPRESSLY SET FORTH IN THIS
LEASE. NO RIGHTS, EASEMENTS, OR LICENSES ARE ACQUIRED BY TENANT BY IMPLICATION
OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE. Tenant acknowledges
that neither Landlord nor any other Landlord Party has made, and Tenant waives,
any representation or warranty with respect to the Premises including, without
limitation, any representation or warranty with respect to the suitability or
fitness of the Premises for the conduct of Tenant's business.

         41. Binding Effect. All terms of this Lease are binding upon the
respective heirs, personal representatives, successors, and, to the extent
assignment is permitted, assigns of Landlord and Tenant.

         42. Counterparts. This Lease may be executed in two or more
counterparts, each of which is deemed an original and all of which together
constitute one and the same instrument.


                                       31
<PAGE>
         43. Rental Tax. Tenant shall pay as additional Rent all licenses,
charges, and other fees of every kind and nature as and when they become due
arising out of or in connection with Tenant's use and occupancy of the Premises,
including but not limited to license fees, business license taxes, and
privilege, sales, excise, or other taxes (other than income) imposed upon rent
or upon services provided by Landlord or upon Landlord in an amount measured by
rent received by Landlord.


         44. Landlord's Lien. To secure payment of all Rent and any damages or
losses Landlord suffers by reason of the breach by Tenant of this Lease, Tenant
grants to Landlord a security interest in, and an express contractual lien on,
all goods, wares, equipment, fixtures, furniture, improvements, and other
personal property of Tenant presently or hereafter situated in the Premises
(except parts of the property exchanged, replaced, or sold from time to time in
the ordinary course of Tenant's operations) and all proceeds therefrom. The
property may not be removed from the Premises without the consent of Landlord
until all arrearages in Rent are paid and any other defaults cured by Tenant.
This security interest is governed by Article 9 of the Texas Business &
Commerce Code (the "Code"). Upon request by Landlord, Tenant shall execute and
deliver to Landlord a financing statement in form sufficient to perfect the
security interest of Landlord in the property and proceeds under the provisions
of the Code. The security interest granted in this Paragraph is in addition to
Landlord's statutory and constitutional liens. Notwithstanding the foregoing
provisions of this Section 44, Landlord agrees that it will subordinate its
security interest(s) and landlord's lien(s) to the security interest of Tenant's
supplier(s) or third-party, unaffiliated financial source(s) for as long as the
rental account of Tenant under this Lease is current (or is brought current),
provided that any such subordination shall be limited to a specified transaction
and specified items of the fixtures, equipment or inventory involved in the
transaction, and further provided that any such subordination is evidenced by a
written agreement in form and content reasonably satisfactory to Landlord.

         45. Limitation of Actions. Any claim, demand, right, or defense of
Tenant arising out of this Lease is barred unless Tenant commences an action or
asserts an affirmative defense within 6 months after the date of the event
giving rise to Tenant's claim, demand, right, or


                                       32
<PAGE>


defense. Tenant represents and warrants to Landlord that Tenant has consulted
with legal counsel regarding the effect of this Paragraph.

         46. Waiver of Jury Trial. LANDLORD AND TENANT HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A)
ARISING OUT OF OR IN ANY WAY PERTAINING OR RELATING TO THIS LEASE OR ANY OTHER
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS LEASE OR (B)
IN ANY WAY CONNECTED WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS LEASE OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR IN CONNECTION WITH THE TRANSACTIONS RELATED THERETO OR CONTEMPLATED THEREBY
OR THE EXERCISE OF EITHER PARTIES RIGHTS AND REMEDIES THEREUNDER, IN ALL OF THE
FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING
IN CONTRACT, TORT OR OTHERWISE. LANDLORD AND TENANT AGREE THAT EITHER OR BOTH OF
THEM MAY FILE A COPY OF THIS PROVISION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING VOLUNTARY AND BARGAINED AGREEMENT BETWEEN THE PARTIES IRREVOCABLY TO
WAIVE TRIAL BY JURY, AND THAT ANY DISPUTE OR CONTROVERSY WHATSOEVER BETWEEN THEM
SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING
WITHOUT A JURY.

         47. Execution and Approval of Lease. Employees and agents of Landlord
have no authority to make or agree to make a lease or any other agreement or
undertaking in connection herewith. The submission of this Lease for examination
and negotiation is not an offer to lease, agreement to reserve, or option to
lease the Premises. This Lease is effective and binding on Landlord only upon
the execution and delivery of this Lease by Landlord and Tenant.


                                       33
<PAGE>

         48. Governing Law. The parties hereto acknowledge and agree that it is
their intention (respectively) that the laws of the State of Texas govern the
validity, construction of terms and interpretation of the rights and duties of
the parties with respect to this Lease.

         49. Hazardous Materials.

         (a) Tenant may not:

                  (1)      cause or permit the escape, disposal, or release in
                           or on the Premises of any biologically active,
                           chemically active, or hazardous substances or
                           materials (collectively, "hazardous substances") or

                  (2)      bring, or permit any other Tenant Party to bring, any
                           hazardous substances into or onto the Premises.

                  The term "hazardous substances" includes, but is not limited
                  to, those described in the Comprehensive Environmental
                  Response Compensation and Liability Act of 1980, as amended,
                  42 U.S.C. Section 9601 et seq., the Resource Conservation and
                  Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., the
                  Texas Water Code, the Texas Solid Waste Disposal Act, and
                  other applicable existing and future state or local
                  environmental laws and the regulations adopted under those
                  acts.

         (b) If Landlord, any lender or any governmental agency requires testing
to ascertain whether or not a release of hazardous substances has occurred in or
on the Premises based on probable cause that a release occurred and was caused
by any Tenant Party, then Tenant shall reimburse the reasonable costs of the
testing to Landlord on demand as additional rent.

         (c) Tenant shall execute affidavits, representations, and the like from
time to time at Landlord's request concerning Tenant's best knowledge and belief
regarding the presence of hazardous substances in or on the Premises.

         (d) Tenant shall indemnify Landlord Parties in the manner elsewhere
provided in this Lease from any release of hazardous substances in or on the
Premises caused or permitted by any Tenant Party, including, but not limited to,
any costs incurred by Landlord in connection with the removal or abatement of
any such hazardous substances.

         (e) These covenants survive the expiration or earlier termination of
this Lease.


                                       34
<PAGE>
         50. Intention of Parties; Contingent Security Interest. Landlord and
Tenant each hereby acknowledge and agree that the parties hereto fully intend
that the transaction contemplated by this Lease be a lease transaction and
establish only the relationship of landlord and tenant by and between Landlord
and Tenant. Notwithstanding the foregoing, if, and only if the transaction
contemplated by this Lease is deemed by any court or other legal authority to be
a loan or other category of financing transaction, and Landlord's fee simple
ownership of the Premises (or any portion thereof) is in any way disputed or
challenged, then the following provisions shall automatically be applicable:

         (a) To secure the payment of the obligations and the full and faithful
performance of the covenants and agreements contained in this Lease, as well as
the full payment to Landlord of the Purchase Price prescribed in the Purchase
Option set forth in Section 26 of this Lease, Tenant hereby grants and conveys
the Premises to Christopher I. Clark of Dallas County, Texas ("Trustee"), to
have and to hold the Premises pursuant to the terms of this Section 50;
moreover, Tenant hereby grants, conveys and pledges to Landlord a security
interest in all of the Personality.

         (b) Tenant shall forever warrant and defend the title and quiet
possession of the Premises unto Trustee and Landlord, and the validity and
priority of the lien of this Section 50, against the lawful claims and demands
of all persons whomsoever, and this warranty of title shall survive the
foreclosure of the lien of this Section 50 and shall inure to the benefit of and
be enforceable by any person who may acquire the Premises pursuant to
foreclosure, trustee's sale or other exercise by Landlord of the rights and
remedies provided in this Section 50.

         (c) All amounts due under this Lease, as well as full payment to
Landlord of the Purchase Price prescribed in the Purchase Option set forth in
Section 26 of this Lease, at the option of the Landlord, shall become at once
due and payable without demand or notice other than the demand or notice
provided for in this paragraph (c); and provided that all or any portion of all
such amounts remain unpaid, then the Trustee when requested so to do so by
Landlord, shall sell the Premises and the Personalty at public auction to the
highest bidder for cash, between the hours of ten o'clock A.M. and four o'clock
P.M. on the first Tuesday in any month, at the door of the Courthouse in the
County in which the Premises, or any part thereof are situated, in accordance
with the requirement specified in Section 51.002 if the Texas Property


                                       35
<PAGE>

Code, and after advertising same in accordance with the requirements of Section
51.002 of the Texas Property Code.

         (d) If and to the extent that subsections (a), (b) and (c) become
applicable to this transaction, Landlord may substitute any other Trustee for
the above-mentioned Christopher I. Clark, with or without cause and with or
without notice having been provided to Tenant.

         (e) Notwithstanding the foregoing, Landlord and Tenant hereby
acknowledge and agree that commencing at the end of the last day on which Tenant
is permitted under Section 26 above to properly and validly exercise its
Purchase Option, the expiration of such Purchase Option shall be deemed to be a
deed in lieu of foreclosure with respect to the Premises as consideration for
the right of Tenant to remain in possession of the Premises for the balance of
the term of this Lease; and in this regard, Tenant's remaining in the Premises
beyond the end of the last day on which Tenant is permitted under Section 26
above to properly and validly exercise its Purchase Option will conclusively be
deemed to constitute such deed in lieu of foreclosure to Landlord.


                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


                                       36
<PAGE>
         This Lease is executed in multiple originals as of the date first above
set forth.


                                    LANDLORD:

                                    BRIARWOOD WATERS RIDGE LP,
                                    a Texas limited partnership

                                    By: Briarwood Capital Corporation,
                                        a Texas corporation, its General Partner


                                        By: /s/ H. WALKER ROYALL
                                            ------------------------------------
                                            H. Walker Royall, President


                                    TENANT:

                                    ULTRAK OPERATING, LP.,
                                    A Texas limited partnership


                                    By: Ultrak GP, Inc., a Texas corporation,
                                        its General Partner

                                        By: /s/ Chris Sharng
                                           -------------------------------------
                                        Name:   Chris Sharng
                                             -----------------------------------
                                        Title:  Senior VP & CFO
                                              ----------------------------------


                                       37
<PAGE>
                       EXHIBIT "A" TO MEMORANDUM OF LEASE


                                LEGAL DESCRIPTION



                                       58
<PAGE>
                                   EXHIBIT "A"

LOT 1R-A

BEING an 8.9912 acre tract of land situated in the William King Survey, Abstract
No. 697, end in the J.R. Worrell Survey, Abstract No. 1432, and being all of Lot
1R-A, Block (C, Water's Ridge Addition, Phase I, an Addition to the City of
Lewisville, as recorded by plat in Cabinet T, Page 227, Plat Records, Denton
County, Texas, and being more particularly described as follows:

BEGINNING at a capped iron rod found for corner at the North end of a corner
clip at the intersection of the East line of Water's Ridge Drive (70' R.O.W.),
with the South line of Bennett Lane (variable width R.O.W.);

THENCE North 89 degrees 58 minutes 50 seconds East, along said South line, a
distance of 258.40 feet to 5/8" iron rod found for corner at the Northwest
corner of Lot 1R-B"

THENCE South 00 degrees 01 minutes 10 seconds East, departing the said South
line of Bennett Lane and along the West line of said Lot 1R-B, a distance of
19.93 feet to a 5/8" iron rod found for corner;

THENCE South 37 degrees 21 minutes 47 seconds East, continuing along the
West line of said Lot 1R-B, a distance of 622.00 foot to a 5/8" iron rod found
for corner in the Northwest line of Lot 2R, BLOCK C, WATER'S RIDGE ADDITION,
PHASE I, recorded in Cabinet M, Page 66, Plat Records, Denton County, Texas;

THENCE South 52 degrees 38 minutes 13 seconds West, departing said West line of
Lot 1R-B and along the common line between said Lot 1R and said Lot 2R, a
distance of 731.74 feet to an "x" cut set for corner in the aforementioned East
line of Water's Ridge Drive, said corner also being the beginning of a curve to
the right having a central angle of 23 degrees 18 minutes 15 seconds, a radius
of 965:00 feet and a chord bearing and distance of North 11 degrees 41 minutes
08 seconds West, 389.80 feet;

THENCE along said East line and with said curve to the right, an arc distance of
292.30 feet to a 1/2" iron rod set for corner;

THENCE North 00 degrees 02 minutes 00 seconds West, continuing along said East
line, a distance of 377.04 feet to a 1/2" iron rod set for corner at the
beginning of a curve to the right having a central angle of 11 degrees 28
minutes 42 seconds, a radius of 250.00 feet and a chord bearing and distance of
North 05 degrees 42 minutes 21 seconds East, 50.00 feet;

THENCE continuing along said East line and with said curve to the right, an arc
distance of 50.08 feet to an "x" cut set for corner at the beginning of a
reverse curve to the left having a central angle of 11 degrees 28 minutes 42
seconds, a radius of 250.00 feet and a chord bearing and distance of North 05
degrees 42 minutes 21 seconds East, 50.00 feet;

THENCE continuing along said East line and with said reverse curve to the left,


                                       38

<PAGE>


an arc distance of 50.08 feet to an "x" cut set for corner;


THENCE North 00 degrees 02 minutes 00 seconds West, continuing along said East
line, a distance of 85.00 feet to an "x" cut set for corner at the South end of
the aforementioned corner clip at the intersection of said East line with the
aforementioned South line of Bennett Lane;

THENCE North 44 degrees 58 minutes 25 seconds East, along said corner clip, a
distance of 21.21 feet to the POINT OF BEGINNING and containing 391,657 square
feet or 8.9912 acres of land.


LOT 1R-B

BEING a 5.0110 acre tract of land situated in the J.R. Worrell Survey, abstract
No. 1432, and being all of Lot 1R-B, Block C, Water's Ridge Addition, Phase I,
an Addition to the City of Lewisville, as recorded by plat in Cabinet T, Page
227, Plat Records, Denton County, Texas, and being more particularly described
as follows:

BEGINNING at a capped iron rod found for corner at the intersection of the South
line of Bennett Lane (variable width R.O.W.) with the westerly line of a 100'
M.K.T. Railroad R.O.W., at the Northeast corner of said Water's Ridge Addition,
Phase I;

THENCE South 39 degrees 08 minutes 35 seconds East, departing said South line
end along said West line, a distance of 322.67 feet to a capped iron rod found
for corner at the southeasterly corner of said Lot 1R-B and the most northerly
corner of Lot 2R, Block C of Water's Ridge Addition, Phase I, as recorded in
cabinet M, Page 66, Flat Records, Denton County, Texas;

THENCE South 52 degrees 38 minutes 13 seconds West, departing said westerly
line and along the common line between said Lot 1R-B and said Lot 2R, a distance
of 453.28 feet to a 5/8" iron rod found for corner at the southeasterly
corner of Lot 1R-A, Block C;

THENCE North 37 degrees 21 minutes 47 seconds West along the easterly line of
said Lot 1R-A, a distance of 622.00 feet to a 5/8" iron rod found for corner;

THENCE North 00 degrees 01 minutes 10 seconds West continuing along the easterly
line of said Lot 1R-A, a distance of 19.93 feet to a 5/8" iron rod found for
corner in the aforementioned South line of Bennett Lane, at the beginning of a
curve to the left having a central angle of 02 degrees 48 minutes 55 seconds, a
radius of 2069.56 feet and a chord bearing and distance of North 88 degrees 34
minutes 23 seconds East, 101.68 feet;

THENCE continuing along said South line and with said curve to the left, an arc
distance of 101.69 feet to a capped iron rod found for corner;

THENCE North 87 degrees 09 minutes 55 seconds East, continuing along said South
line, a distance of 205.37 feet to a capped iron rod found for corner at the
beginning of a curve to the right having a central angle of 02 degrees 48
minutes 54 seconds, a radius of 1999.56 feet and a chord bearing and distance of
North 88 degrees 34 minutes 22 seconds East, 98.23 feet;

THENCE continuing along said South line and with said curve to the right, an arc
distance of 98.24 feet to a capped iron rod found for corner;

THENCE North 89 degrees 58 minutes 49 seconds East, continuing along said South
line, a distance of 90.55 feet to a capped iron rod found for corner at the
beginning of a curve to the right having a central angle of 11 degrees 49
minutes 23 seconds, a radius of 187.46 feet and a chord bearing and distance of
South 84 degrees 05 minutes 58 seconds East, 38.61 feet;

THENCE continuing along said South line and with said curve to the right, an arc
distance of 38.68 feet to the POINT OF BEGINNING and containing 218,279
(ILLEGIBLE)


<PAGE>




                                  EXHIBIT "B"

                                   Site Plan




















                                       39
<PAGE>
                                  EXHIBIT "C-1"



                                    GUARANTY



         In order to induce BRIARWOOD WATERS RIDGE LP, a Texas limited
partnership ("Landlord"), to execute the foregoing Lease Agreement (the "Lease")
with ULTRAK OPERATING, L.P., a Texas limited partnership ("Tenant"), for a
certain Premises (herein so called and as defined in the Lease) in the City of
Lewisville, Denton County, Texas, the undersigned, ULTRAK, INC., a Delaware
corporation, ULTRAK GP, INC., a Delaware corporation, ULTRAK LP, INC, a Delaware
corporation, DIAMOND ELECTRONICS, INC., an Ohio corporation, MONITOR DYNAMICS,
INC., a California corporation, ABM DATA SYSTEMS, INC., a Texas corporation, and
SECURITY WARRANTY, INC., a Texas corporation (such undersigned parties being
referred to herein collectively as the "undersigned") do hereby agree as
follows:

         The undersigned hereby jointly and severally guarantee, the payment and
performance of all liabilities, obligations and duties (including, but not
limited to, payment of rent) imposed upon Tenant under the terms of the Lease,
as if the undersigned had individually executed the Lease as Tenant hereunder.
In addition, the undersigned further agree that if (but only if) any action is
instituted by or on behalf of Tenant or any person or entity affiliated,
directly or indirectly, with Tenant (including, without limitation, the
undersigned) which challenges or seeks to challenge Landlord's ownership of fee
simple title to the Premises or any portion thereof, then each of the
undersigned, jointly and severally, hereby agree (a) that regardless of which
party prevails in any such action, the undersigned, jointly and severally, shall
indemnify and hold harmless Landlord and its successors and/or assigns from and
against any and all expenses, fines, suits, losses, costs, liabilities, claims,
demands, actions and judgments of every kind and character (including, without
limitation, reasonable attorneys' fees) arising out of or relating, directly or
indirectly, to such action; provided, however, that the counsel selected by
Landlord in connection with any such proceeding(s) shall be reasonably
acceptable to Landlord and the undersigned, and (b) that if as a result of any
such action Landlord is divested of, OR ordered to convey, all or any portion of
the fee simple title to the Premises, then the undersigned, jointly and
severally, shall either (i) pay to Landlord the Purchase Price prescribed in the
Purchase Option set forth in Section 26 of the Lease with respect to the value
of the portion of the Premises that Landlord is divested of or ordered to convey
or (ii) pay the full amount of the Purchase Price prescribed in the Purchase
Option set forth in Section 26 of the Lease and receive from Landlord a transfer
of all title of Landlord to the Premises. Notwithstanding the foregoing,
Landlord (by its acceptance hereof) hereby agrees that if Landlord is divested
of, or ordered to convey, all or any portion of the fee simple title to the
Premises as stated in the immediately preceding sentence, then Landlord shall be
obligated to use commercially reasonable efforts to obtain recovery under the
terms and conditions of the Owner's Policy of Title Insurance in the amount of
$6,600,000.00 (the "Title Policy") obtained by Landlord when it acquired the
Premises prior to enforcement against any of the undersigned of any liability,
obligation or duty guaranteed pursuant to the immediately preceding sentence;
provided, however, that to the extent Landlord is not successful in its
commercially reasonable efforts to recover under the terms and


                                       40

<PAGE>





conditions of the Title Policy (i.e., to the extent Landlord recovers amounts
under the Title Policy, such amounts shall serve to offset the liability of the
undersigned to Landlord pursuant to the immediately preceding sentence), upon
the expiration of one (1) year following the date Landlord made a written claim
under the Title Policy pursuant to the terms and conditions thereof, Landlord
shall then be permitted to enforce against the undersigned any liability,
obligation or duty guaranteed pursuant to the immediately preceding sentence. As
used in the immediately preceding sentence, "commercially reasonable efforts"
shall be deemed to mean Landlord having made a written claim under the Title
Policy pursuant to the terms and conditions thereof, and if Landlord's claim
under the Title Policy is denied by the insurer thereunder, filing a lawsuit
against said insurer (with counsel reasonably acceptable to Landlord and the
undersigned); provided, however, that following the filing of such law suit, the
undersigned shall be jointly and severally responsible (and shall promptly
reimburse Landlord) for any and all expenses, fines, suits, losses, costs,
liabilities, claims, demands, actions and judgments of every kind and character
(including, without limitation, reasonable attorneys' fees) arising out of or
relating, directly or indirectly, to such action against the insurer under the
Title Policy.

         The undersigned hereby waives notice of acceptance of this Guaranty and
all other notices in connection herewith or in connection with the liabilities,
obligations and duties guaranteed hereby, including notices of default by Tenant
under the Lease, and waives diligence, presentment and suit on the part of
Landlord in the enforcement of any liability, obligation or duty guaranteed
hereby.

The undersigned further agrees that Landlord shall not be first required to
enforce against Tenant or any other person any liability, obligation or duty
guaranteed hereby before seeking enforcement thereof against the undersigned.
Suit may be brought and maintained against the undersigned by Landlord to
enforce any liability, obligation or duty guaranteed hereby without joinder of
Tenant or any other person. The liability of the undersigned shall not be
affected by any indulgence, compromise, settlement or variation of terms which
may be extended to Tenant by Landlord or agreed upon by Landlord and Tenant, and
shall not be impaired, modified, changed, released or limited in any manner
whatsoever by any impairment, modification, change, release, or limitation of
liability of Tenant or its estate in bankruptcy, or if any remedy for the
enforcement thereof, resulting from the operation of any present or future
provision of the federal Bankruptcy act, or any similar law or statute of the
United States or any state thereof, Landlord and Tenant, without notice to or
consent by the undersigned, may at any time or times enter into such extensions,
amendments, assignments, subleases, or other covenants with respect to the Lease
as the may deem appropriate; and the undersigned shall not be released thereby,
but shall continue to be fully liable for the payment and performance of all
liabilities, obligations and duties of Tenant under the Lease as so extended,
amended, assigned or otherwise modified.

         The undersigned acknowledges and agrees that the laws of the State of
Texas govern the validity, construction of terms and interpretation of the
rights and duties of the parties with respect to this Guaranty.



                                       41


<PAGE>



         It is understood that other agreements similar to this Guaranty may, at
Landlord's sole option and discretion, be executed by other persons with respect
to the Lease. This Guaranty shall be cumulative of any such agreements and the
liabilities and obligations of the undersigned hereunder shall in no event be
affected or diminished by reason of such other agreements. Moreover, in the
event Landlord obtains another signature of more than one guarantor on this
Guaranty or by obtaining additional guaranty agreements, or both, the
undersigned agrees that Landlord, in Landlord's sole discretion, may (i) bring
suit against all guarantors of the Lease jointly and severally or against any
one or more of them, (ii) compound or settle with any one or more of the
guarantors for such consideration as Landlord may deem proper, and (iii) release
one or more of the guarantors from liability. The undersigned further agrees
that no such action shall impair the rights of Landlord to enforce the Lease
against any remaining guarantor or guarantors, including the undersigned.

         If a party executing this Guaranty is a corporation, then the
undersigned officer personally represents and warrants that the Board of
Directors of such corporation, in a duly held meeting, has determined that this
Guaranty may reasonably be expected to benefit the corporation.

         The undersigned agrees that if Landlord shall employ an attorney to
present, enforce or defend all of Landlord's rights or remedies hereunder, the
undersigned shall pay any reasonable attorney's fees incurred by Landlord in
such connection.

         The undersigned represents and warrants to Landlord that Tenant is
affiliated with the undersigned and that the undersigned has determined that
this Guaranty reasonably may be expected to benefit the undersigned.

         This Guaranty shall be binding upon the undersigned and its successors
and assigns and shall inure to the benefit of Landlord and Landlord's successors
and assigns.

         EXECUTED in Dallas County, Texas, this 17th day of December, 2001, to
be effective as of the same date as the effective date of execution of the
Lease.

                                        ULTRAK, INC., a Delaware corporation


Attest

/s/ K Austin                            By: /s/ CHRIS SHARNG
--------------------                       ----------------------------
                                        Name: Chris Sharng
                                             --------------------------
                                        Title: Senior VP & CFO

                                        Address:  1301 Waters Ridge Drive
                                                  Lewisville, Texas 75057



                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]



                                       42
<PAGE>
                                   ULTRAK GP, INC., a Delaware corporation


Attest:                            By:  /s/ CHRIS SHARNG
                                      ------------------------------------
/s/ KAREN S. AUSTIN                Name:  Chris Sharng
--------------------                    ----------------------------------
                                   Title: Senior VP & CFO
                                         ---------------------------------

                                   Address:       c/o Ultrak, Inc.
                                                  1301 Water Ridge Drive
                                                  Lewisville, Texas 75057




                                   ULTRAK GP, INC., a Delaware corporation


Attest:                            By:  /s/ CHRIS SHARNG
                                      ------------------------------------
/s/ KAREN S. AUSTIN                Name:  Chris Sharng
--------------------                    ----------------------------------
                                   Title: Senior VP & CFO
                                         ---------------------------------

                                   Address:       c/o Ultrak, Inc.
                                                  1301 Water Ridge Drive
                                                  Lewisville, Texas 75057




                                   DIAMOND ELECTRONICS, INC.,
                                   an Ohio corporation


Attest:                            By:  /s/ CHRIS SHARNG
                                      ------------------------------------
/s/ KAREN S. AUSTIN                Name:  Chris Sharng
--------------------                    ----------------------------------
                                   Title: Senior VP & CFO
                                         ---------------------------------

                                   Address:       c/o Ultrak, Inc.
                                                  1301 Water Ridge Drive
                                                  Lewisville, Texas 75057



                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


                                       43
<PAGE>
                                   MONITOR DYNAMICS, INC.,
                                   a California corporation


Attest:                            By:  /s/ CHRIS SHARNG
                                      ------------------------------------
/s/ KAREN S. AUSTIN                Name:  Chris Sharng
--------------------                    ----------------------------------
                                   Title: Senior VP & CFO
                                         ---------------------------------

                                   Address:       c/o Ultrak, Inc.
                                                  1301 Water Ridge Drive
                                                  Lewisville, Texas 75057




                                   ABM DATA SYSTEMS, INC.,
                                   a Texas corporation


Attest:                            By:  /s/ CHRIS SHARNG
                                      ------------------------------------
/s/ KAREN S. AUSTIN                Name:  Chris Sharng
--------------------                    ----------------------------------
                                   Title: Senior VP & CFO
                                         ---------------------------------

                                   Address:       c/o Ultrak, Inc.
                                                  1301 Water Ridge Drive
                                                  Lewisville, Texas 75057




                                   SECURITY WARRANTY, INC.,
                                   an Texas corporation


Attest:                            By:  /s/ CHRIS SHARNG
                                      ------------------------------------
/s/ KAREN S. AUSTIN                Name:  Chris Sharng
--------------------                    ----------------------------------
                                   Title: Senior VP & CFO
                                         ---------------------------------

                                   Address:       c/o Ultrak, Inc.
                                                  1301 Water Ridge Drive
                                                  Lewisville, Texas 75057



                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


                                       44
<PAGE>

THE STATE OF TEXAS       )
                         )
COUNTY OF DALLAS         )

    This instrument was acknowledged before me on the 17th day of December,
2001, by Chris Sharng, as Senior VP & CFO of ULTRAK, INC. a Delaware
corporation, for and on behalf of said corporation.

<Table>
<S>     <C>                                 <C>
(NOTARY      D'LENE SANDLEBACK               /s/ D'LENE SANDLEBACK
SEAL)   Notary Public, State of Texas       -------------------------------------------
       My Commission Expires 12-05-04       Notary Public in and for the State of Texas
                                            My Commission Expires: 12-5-04
</Table>







THE STATE OF TEXAS       )
                         )
COUNTY OF DALLAS         )

    This instrument was acknowledged before me on the 17th day of December,
2001, by Chris Sharng, as Senior VP & CEO of ULTRAK, GP, INC. a Delaware
corporation, for and on behalf of said corporation.

<Table>
<S>     <C>                                 <C>
(NOTARY      D'LENE SANDLEBACK               /s/ D'LENE SANDLEBACK
SEAL)   Notary Public, State of Texas       -------------------------------------------
       My Commission Expires 12-05-04       Notary Public in and for the State of Texas
                                            My Commission Expires: 12-5-04
</Table>


                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

                                       45
<PAGE>
THE STATE OF TEXAS       (
                         (
COUNTY OF DALLAS         (

    This instrument was acknowledged before me on the 17th day of December,
2001, by Chris Sharng, as Senior VP & CFO of ULTRAK, INC. a Delaware
corporation, for and on behalf of said corporation.

<Table>
<S>     <C>                                 <C>
(NOTARY        D'LENE SANDLEBACK              /s/ D'LENE SANDLEBACK
 SEAL)   Notary Public, State of Texas      -------------------------------------------
        My Commission Expires 12-05-04      Notary Public in and for the State of Texas
                                            My Commission Expires: 12-5-04
</Table>







THE STATE OF TEXAS       (
                         (
COUNTY OF DALLAS         (

    This instrument was acknowledged before me on the 17th day of December,
2001, by Chris Sharng, as Senior VP & CFO of DIAMOND ELECTRONICS, INC. an Ohio
corporation, for and on behalf of said corporation.

<Table>
<S>     <C>                                 <C>
(NOTARY        D'LENE SANDLEBACK              /s/ D'LENE SANDLEBACK
 SEAL)   Notary Public, State of Texas      -------------------------------------------
        My Commission Expires 12-05-04      Notary Public in and for the State of Texas
                                            My Commission Expires: 12-5-04
</Table>

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

                                       45
<PAGE>




THE STATE OF TEXAS       (
                         (
COUNTY OF DALLAS         (

    This instrument was acknowledged before me on the 17th day of December,
2001, by Chris Sharng, as Senior VP & CFO of MONITOR DYNAMICS, INC., a
California corporation, for and on behalf of said corporation.

<Table>
<S>     <C>                                 <C>
(NOTARY        D'LENE SANDLEBACK              /s/ D'LENE SANDLEBACK
 SEAL)   Notary Public, State of Texas      -------------------------------------------
        My Commission Expires 12-05-04      Notary Public in and for the State of Texas
                                            My Commission Expires: 12-5-04
</Table>







THE STATE OF TEXAS       (
                         (
COUNTY OF DALLAS         (

    This instrument was acknowledged before me on the 17th day of December,
2001, by Chris Sharng, as Senior VP & CFO of ABM DATA SYSTEMS, INC., a Texas
corporation, for and on behalf of said corporation.

<Table>
<S>     <C>                                 <C>
(NOTARY        D'LENE SANDLEBACK              /s/ D'LENE SANDLEBACK
 SEAL)   Notary Public, State of Texas      -------------------------------------------
        My Commission Expires 12-05-04      Notary Public in and for the State of Texas
                                            My Commission Expires: 12-5-04
</Table>

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

                                       47
<PAGE>




THE STATE OF TEXAS       (
                         (
COUNTY OF DALLAS         (

    This instrument was acknowledged before me on the 17th day of December,
2001, by Chris Sharng, as Senior VP & CFO of SECURITY WARRANTY, INC., a Texas
corporation, for and on behalf of said corporation.

<Table>
<S>     <C>                                 <C>
(NOTARY        D'LENE SANDLEBACK              /s/ D'LENE SANDLEBACK
 SEAL)   Notary Public, State of Texas      -------------------------------------------
        My Commission Expires 12-05-04      Notary Public in and for the State of Texas
                                            My Commission Expires: 12-5-04
</Table>


                                       48
<PAGE>
                                  EXHIBIT "C-2"

                                    GUARANTY

In order to induce BRIARWOOD WATERS RIDGE LP, a Texas limited partnership
("Landlord"), to execute the foregoing Lease Agreement (the "Lease") with ULTRAK
OPERATING, L.P., a Texas limited partnership ("Tenant"), for a certain Premises
(herein so called and as defined in the Lease) in the City of Lewisville, Denton
County, Texas, the undersigned, GEORGE K. BROADY, an individual resident of
Dallas County, Texas (being hereinafter referred to as the "undersigned") hereby
agrees as follows:

         The undersigned hereby guarantees the payment of up to $720,000 of
Minimum Rent (as defined in the Lease) payable by Tenant under the terms of the
Lease, to the extent Landlord does not collect any such Minimum Rent from Tenant
or Ultrak, Inc., a Delaware corporation, after exercising all available remedies
against such parties. Notwithstanding anything to the contrary herein, the
maximum liability of the undersigned under this Guaranty with respect to Minimum
Rent (as defined in the Lease) payable by Tenant under the terms of the Lease
shall be the sum of (i) $720,000 of the Minimum Rent and (ii) any reasonable
attorneys' fees incurred by Landlord in enforcing this Guaranty.

         In addition, the undersigned hereby agrees that if (but only if) any
action is instituted by or on behalf of Tenant or any person or entity
affiliated, directly or indirectly, with Tenant (including, without limitation,
the undersigned) which challenges or seeks to challenge Landlord's ownership of
fee simple title to the Premises or any portion thereof, then the undersigned
hereby agrees (a) that regardless of which party prevails in any such action,
the undersigned shall indemnify and hold harmless Landlord and its successors
and/or assigns from and against any and all expenses, fines, suits, losses,
costs, liabilities, claims, demands, actions and judgments of every kind and
character (including, without limitation, reasonable attorneys' fees) arising
out of or relating, directly or indirectly, to such action; provided, however,
that the counsel selected by Landlord in connection with any such proceeding(s)
shall be reasonably acceptable to Landlord and the undersigned, and (b) that if
as a result of any such action Landlord is divested of, or ordered to convey,
all or any portion of the fee simple title to the Premises, then the undersigned
shall either (i) pay to Landlord the Purchase Price prescribed in the Purchase
Option set forth in Section 26 of the Lease with respect to the value of the
portion of the Premises that Landlord is divested of or ordered to convey or
(ii) pay the full amount of the Purchase Price prescribed in the Purchase
Option set forth in Section 26 of the Lease and receive from Landlord a transfer
of all title of Landlord to the Premises. Notwithstanding the foregoing,
Landlord (by its acceptance hereof) hereby agrees that (A) prior to or
concurrently with enforcement against the undersigned of any liability,
obligation or duty guaranteed pursuant to the immediately preceding sentence,
Landlord shall seek to recover such amounts from Tenant and Ultralk, Inc., and
to the extent Landlord recovers amounts from Tenant and/or Ultralk, Inc. in any
such prior or concurrent action, such amounts shall serve to offset the
liability of the undersigned to Landlord pursuant to the immediately preceding
sentence, and (B) if Landlord is divested of or ordered to convey, all or any
portion of the fee simple title to the Premises as stated in the immediately
preceding sentence, then Landlord shall be obligated to use commercially
reasonable efforts to obtain recovery under the terms and conditions of the
Owner's Policy of Title Insurance in the amount of $6,600,000.00 (the "Title
Policy") obtained



<PAGE>
by Landlord when it acquired the Premises prior to enforcement against the
undersigned of any liability, obligation or duty guaranteed pursuant to the
immediately preceding sentence; provided, however, that in the extent Landlord
is not successful in its commercially reasonable efforts to recover under the
terms and conditions of the Title Policy (i.e., to the extent Landlord recovers
amounts under the Title Policy, such amounts shall serve to offset the liability
of the undersigned to Landlord pursuant to the immediately preceding sentence),
upon the expiration of one (1) year following the date Landlord made a written
claim under the Title Policy pursuant to the terms and conditions thereof,
Landlord shall then be permitted to enforce against the undersigned any
liability, obligation or duty guaranteed pursuant to the immediately preceding
sentence. As used in the immediately preceding sentence, "commercially
reasonable efforts" shall be deemed to mean Landlord having made a written claim
under the Title Policy pursuant to the terms and conditions thereof, and if
Landlord's claim under the Title Policy is denied by the insurer thereunder,
filing a lawsuit against said insurer (with counsel selected by the undersigned,
approved by Landlord in its reasonable discretion). Following the filing of such
lawsuit and any recovery by Landlord of amounts from the undersigned under this
Guaranty, upon the written request of the undersigned Landlord shall either (1)
to the extent permitted by applicable law, assign the lawsuit to the
undersigned, so that the undersigned my pursue such lawsuit at its sole cost and
expense, or (2) if such assignment is not permitted by applicable law, and if
the undersigned desires that Landlord continue diligently pursuing the lawsuit
against the insurer under the Title Policy for the benefit of the undersigned,
Landlord shall do so and the undersigned shall be solely responsible (and shall
promptly reimburse Landlord) for any and all expenses, fines, suits, losses,
costs, liabilities, claims, demands, actions and judgments of every kind and
character (including, without limitation, reasonable attorneys' fees) arising
out of or relating, directly or indirectly, in such action against the insurer
under the Title Policy.

         The undersigned hereby waives notice of acceptance of this Guaranty and
all other notices in connection herewith or in connection with the liabilities,
obligations and duties guaranteed hereby, including notices of default by Tenant
under the Lease, and waives diligence, presentment and suit on the part of
Landlord in the enforcement of any liability, obligation or duty guaranteed
hereby.

         The undersigned further agrees that Landlord shall be first (or
concurrently) required to enforce against Tenant or any other person any
liability, obligation or duty guaranteed hereby before and/or concurrently with
seeking enforcement thereof against the undersigned. Suit may be brought and
maintained against the undersigned by Landlord to enforce any liability,
obligation or duty guaranteed hereby without joinder of Tenant or any other
person. The liability of the undersigned shall not be impaired, modified,
changed, released or limited in any manner whatsoever by any impairment,
modification, change, release, or limitation of the liability of Tenant or its
estate in bankruptcy, or if any remedy for the enforcement thereof, resulting
from the operation of any present or future provision of the federal Bankruptcy
act, or any similar law or statute of the United States or any state thereof
Landlord and Tenant, without notice to or consent by the undersigned, may at any
time or times enter into such extensions, amendments, assignments, subleases, or
other covenants with respect to the Lease as the may deem appropriate; and the
undersigned shall not be released thereby, but shall continue to be filly liable
hereunder with respect to the Lease as so extended, amended, assigned or
otherwise modified.



<PAGE>
         The undersigned acknowledges and agrees that the laws of the State of
Texas govern the validity, construction of terms and interpretation of the
rights and duties of the parties with respect to this Guaranty.

         It is understood that other agreements similar to this Guaranty may, at
Landlord's sole option and discretion, be executed by other persons with respect
to the Lease. This Guaranty shall be cumulative of any such agreements and the
liabilities and obligations of the undersigned hereunder shall in no event be
affected or diminished by reason of such other agreements. Moreover, in the
event Landlord obtains another signature of more than one guarantor on this
Guaranty or by obtaining additional guaranty agreements, or both, the
undersigned agrees that Landlord, in Landlord's sole discretion, may (i) bring
suit against all guarantors of the Lease jointly and severally or against any
one or more of them, (ii) compound or settle with any one or more of the
guarantors for such consideration as Landlord may deem proper, and (iii) release
one or more of the guarantors from liability. The undersigned further agrees
that no such action shall impair the rights of Landlord to enforce the Lease
against any remaining guarantor or guarantors, including the undersigned.

         If a party executing this Guaranty is a corporation, then the
undersigned officer personally represents and warrants that the Board of
Directors of such corporation, in a duly held meeting, has determined that this
Guaranty may reasonably be expected to benefit the corporation.

         The undersigned agrees that if Landlord shall employ an attorney to
present, enforce or defend all of Landlord's rights or remedies hereunder, the
undersigned shall pay any reasonable attorney's fees incurred by Landlord in
such connection.

         The undersigned represents and warrants to Landlord that Tenant is
affiliated with the undersigned and that the undersigned has determined that
this Guaranty reasonably may be expected to benefit the undersigned.

         This Guaranty shall be binding upon the undersigned and its successors
and assigns and shall inure to the benefit of Landlord and Landlord's successors
and assigns.

         EXECUTED in Denton County, Texas, this 17th day of December, 2001, to
be effective as of the same date as the effective date of execution of the
Lease.


                                       /s/ GEORGE K. BROADY
                                       -----------------------------------------
                                       George K. Broady, Individually

                                       Address: 10050 Strait Lane
                                                --------------------------------
                                                Dallas, TX 75279
                                                --------------------------------



<PAGE>
                                CONSENT OF SPOUSE

         The undersigned is the spouse of George K. Broady, a guarantor under
the terms of the above-executed Guaranty. By executing this Consent, the
undersigned hereby acknowledges the terms and obligations of the above Guaranty
and that the Guaranty is binding upon the marital community assets of George K.
Broady and the undersigned spouse.

                                     /s/ JANE BROADY
                                     -------------------------------------------
                                     Name: Jane Broady
                                           -------------------------------------

THE STATE OF TEXAS      )
                        )
COUNTY OF Denton        )

         This instrument was acknowledged before me on the 17th day of December,
2001, by GEORGE K. BROADY.




(SEAL)                               /s/ D'LENE SANDLEBACK
                                     -------------------------------------------
                                     Notary Public in and for the State of Texas
                                     My Commission Expires: 12-5-04

THE STATE OF TEXAS      )
                        )
COUNTY OF Denton        )


         This instrument was acknowledged before me on the 17th day of December,
2001, by Jane Broady.

(SEAL)                               /s/ D'LENE SANDLEBACK
                                     -------------------------------------------
                                     Notary Public in and for the State of Texas
                                     My Commission Expires: 12-5-04



<PAGE>
                                   EXHIBIT "D"

                     MEMORANDUM OF LEASE AND PURCHASE OPTION


         THIS MEMORANDUM OF LEASE (this "Memorandum") is entered into by and
between BRIARWOOD WATERS RIDGE LP, a Texas limited partnership ("Landlord"), as
landlord, and ULTRAK OPERATING, L.P., a Texas limited partnership ("Tenant"), as
tenant.


                                   WITNESSETH:


         1. Premises. Landlord and Tenant have entered into a Lease Agreement
(the "Lease") dated on or about the date hereof, for certain improved real
property in Lewisville, Denton County, Texas, which land is more particularly
described on Exhibit "A" attached hereto and made a part hereof for all
purposes.

         2. Term. The Lease has an initial term of thirty (30) full calendar
months expiring on June 30, 2004.

         3. Purchase Option. the Lease also contains certain rights in favor of
Tenant to purchase the Premises (as defined in the Lease).

         4. Incorporation of Lease. This Memorandum is for information purposes
only and nothing contained herein shall be deemed to in any way modify or
otherwise affect any of the terms and conditions of the Lease, the terms of
which are incorporated herein by reference. This instrument is merely a
memorandum of the Lease and is subject to all of the terms, provisions and
conditions of the Lease. In the event of any inconsistency between the terms of
the Lease and this instrument, the terms of the Lease shall prevail.

         5. Intention of Parties; Contingent Security Interest. Landlord and
Tenant each hereby acknowledge and agree that the parties hereto fully intend
that the transaction contemplated by the Lease be a lease transaction and
establish only the relationship of landlord and tenant by and between Landlord
and Tenant. Notwithstanding the foregoing, if and only if, the transaction
contemplated by the Lease is deemed by any court or other legal authority to be
a loan or other category of financing transaction, and landlord's fee simple
ownership of the Premises (or any portion thereof) is in any way disputed or
challenged, then the following provisions shall automatically be applicable:



                                       53
<PAGE>
         (a) to secure the payment of the obligations and the full and faithful
performance of the covenants and agreements contained in the Lease, as well as
the full payment to Landlord of the Purchase Price prescribed in the Purchase
Option set forth in Section 26 of the Lease, Tenant hereby grants and conveys
the Premises to Christopher I. Clark of Dallas County, Texas ("Trustee"), to
have and to hold the Premises pursuant to the terms of this Section 4; moreover,
Tenant hereby grants, conveys and pledges to Landlord a security interest in all
of the Personalty;

         (b) Tenant shall forever warrant and defend the title and quiet
possession of the Premises unto Trustee and Landlord, and the validity and
priority of the lien of this Section 4, against the lawful claims and demands of
all persons whomsoever, and this warranty of title shall survive the foreclosure
of the lien of this Section 4 and shall inure to the benefit of and be
enforceable by any person who may acquire the Premises pursuant to foreclosure,
trustee's sale or other exercise by Landlord of the rights and remedies provided
in this Section 4;

         (c) All amounts due under the Lease, as well as full payment to
Landlord of the Purchase Price prescribed in the Purchase Option set forth in
Section 26 of the Lease, at the option of the Landlord, shall become at once due
and payable without demand or notice other than the demand or notice provided
for in this paragraph (c); and provided that all or any portion of all such
amounts remain unpaid, and the Trustee when requested so to do so by Landlord,
shall sell the Premises and the Personalty at public auction to the highest
bidder for cash, between the hours of ten o'clock A.M. and four o'clock P.M. on
the first Tuesday in any month, at the door of the Courthouse in the County in
which the Premises, of any part thereof are situated, in accordance with the
requirement specified in Section 51.002 if the Texas Property Code, and after
advertising same in accordance with the requirements of Section 51.002 of the
Texas Property Code.

         (d) If and to the extent that subsections (a), (b) and (c) become
applicable to this transaction, Landlord may substitute any other Trustee for
the above-mentioned Christopher I. Clark, with or without cause and with or
without notice having been provided to Tenant.

         (e) Notwithstanding the foregoing, Landlord and Tenant hereby
acknowledge and agree that commencing at the end of the last day on which Tenant
is permitted under Section 26 of the Lease to properly and validly exercise its
Purchase Option, the expiration of such Purchase Option shall be deemed to be a
deed in lieu of foreclosure with respect to the Premises as



                                       54
<PAGE>

consideration for the right of Tenant to remain in possession of the Premises
for the balance of the term of this Lease; and in this regard, Tenant's
remaining in the Premises beyond the end of the last day on which Tenant is
permitted under Section 26 of the Lease to properly and validly exercise its
Purchase Option will conclusively be deemed to constitute such deed in lieu of
foreclosure to Landlord.

         6. Tenant's Information. Tenant's Organizational Identification Number
issued by the Secretary of State of Texas is 85612-10. Tenant's Tax
Identification Number is 75-2625985.

         7. Waiver of Repurchase Option. Notwithstanding anything to the
contrary contained in the Lease (including, without limitation, the terms of
Section 26 of the Lease), Tenant hereby acknowledges and agrees that it fully
and completely waives any and all rights that Tenant may ever have (i.e., now
and/or in the future to exercise the option to repurchase the Premises (or any
portion thereof) pursuant to the terms of Article XII of that certain Master
Declaration of Covenants, Restrictions and Development Standards Applicable to
Waters' Ridge dated June 1, 1984, recorded in Volume 1423, Page 680, Deed
Records of Denton County, Texas. as amended.

         8. Binding Effect. The rights and obligations set forth herein shall be
binding upon and insure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns.
Notwithstanding any contrary provision hereof, upon execution and recordation of
an instrument in the Real Property Records of Denton County, Texas by the then
owner of fee title to the land described on Exhibit "A" hereto which references
this instrument and provides that the Lease has expired or been terminated or
that certain rights of Tenant thereunder are no longer in force and effect, all
persons shall be entitled to rely thereon without any duty of investigation or
inquiry.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       55
<PAGE>

         The parties have executed this Memorandum of Lease to be effective as
of the Effective Date.


                                    LANDLORD:

                                    BRIARWOOD WATERS RIDGE LP,
                                    a Texas limited partnership

                                    By:  Briarwood Capital Corporation, a
                                         Texas corporation, its General Partner
                                         By:
                                              -------------------------------
                                              H. Walker Royall, President
                                    TENANT:


                                    ULTRAK OPERATING, LP.,
                                    a Texas limited partnership
                                    By   Ultrak GP, Inc., a Texas corporation,
                                         its General Partner

                                         By:
                                               ------------------------------
                                         Name:
                                               ------------------------------
                                         Title:
                                               ------------------------------

THE STATE OP TEXAS      )
                        )
COUNTY OF Denton _____  )

         This instrument was acknowledged before me on the ______ day of
December, 2001, by H. Walker Royall, in his capacity as President of Briarwood
Capital Corporation, a Texas corporation, in its capacity as General Partner of
BRIARWOOD WATERS RIDGE LP, a Texas limited partnership, for and on behalf of
said corporation and limited partnership.


                                     -------------------------------------------
                                     Notary Public in and for the State of Texas
                                     My Commission Expires:



                                       56
<PAGE>

THE STATE OF TEXAS      )
                        )
COUNTY OF Denton _____  )


         This instrument was acknowledged before me on the ______ day of
December, 2001, by _________________________________ as _____________________ of
Ultrak GP, Inc., a Delaware corporation, in its capacity as General Partner of
ULTRAK OPERATING, L.P., a Texas limited partnership, for and on behalf of said
corporation and limited partnership.



                                     -------------------------------------------
                                     Notary Public in and for the State of Texas
                                     My Commission Expires:



                                       57