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                                                                   Exhibit 10.10


THIS AGREEMENT, made and entered into this 19th day of January, 2004 by and
between American Building Control, Inc., a Delaware Corporation, and Ultrak
Operating, L.P. (now known as MDI Operating, L.P., a Texas limited partnership),
(collectively hereinafter referred to as "ABCX"), and Karen S. Austin, an
individual (hereinafter referred to as "Ms. Austin").

WHEREAS, Ms. Austin had been employed by ABCX in various positions, the latest
being as Senior Vice President, and General Counsel, pursuant to the terms of
that certain Employment Agreement between her and American Building Control,
Inc. and MDI Operating, L.P. dated as of July 1, 2002 (the "Employment
Agreement").

WHEREAS, pursuant to that certain Release Agreement agreed to and accepted by
Ms. Austin dated June 24, 2003, ABCX and Ms. Austin reached a final
understanding related to the separation of Ms. Austin from ABCX, including the
agreement on the part of ABCX to make the Separation Payments to Ms. Austin as
set forth therein.

WHEREAS, ABCX has paid to Ms. Austin and Ms. Austin has received all amounts
owed to her up to the date of this Agreement arising out of or as a result of
her employment with ABCX or her separation of employment.

WHEREAS, it is deemed advisable by the parties that any continuing relationship
between Ms. Austin and ABCX based on her past employment, her Employment
Agreement, her Release Agreement, her separation of employment, or any other
matter based on or arising out of her past employment relationship with ABCX, be
terminated effective as of January 20, 2004 and that a final adjustment be made
of all matters between Ms. Austin and ABCX with respect to all past, present and
future rights and obligations which now exist or may arise pursuant to Ms.
Austin's past employment by ABCX; and

WHEREAS, the parties are willing to waive unconditionally any past, present and
future claims against the other.

NOW, THEREFORE, the parties hereto mutually agree as follows:

1.  Ms. Austin will be paid the sum of U.S. $150,000.00, subject to each of the
parties signing duplicate originals of this Agreement. This amount is a net
amount and reflects the deduction by ABCX of standard withholdings and other
authorized deductions.

The above sum represents all amounts to be paid by ABCX to Ms. Austin as
"severance pay", separation allowance, retention bonuses, change of control or
alleged change of control payments, transaction bonuses, or other like
compensations which may be claimed by Ms. Austin arising out of her employment
or due to the termination of her employment with ABCX. The parties agree that
any and all additional benefits or entitlements made available to Ms. Austin by
or because of ABCX shall also be extinguished as of the date of this Agreement,
such as, but not limited to, any cell phone or automobile allowance or lease
arrangement.

Having elected to receive lump sum severance pay, Ms. Austin will not be
eligible to participate in the ABCX Medical Plan unless Ms. Austin elects COBRA
coverage, in which case Ms. Austin will

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be responsible for the full cost of this coverage (normal employee and company
contribution.) If Ms. Austin decides to elect COBRA coverage, she may contact
the ABCX Human Resources Department for details on how to make such election.

If applicable, Ms. Austin's additional company provided insurance, such as life
insurance, will be terminable by ABCX on execution of this Agreement by the
parties.

2. For and in consideration of the sums paid by ABCX to Ms. Austin, as set forth
in paragraph 1 above, Ms. Austin, in full satisfaction of any and all claims of
whatever nature, hereby has remised, released and forever discharged and by
these presence does for herself, and her heirs, executors, and administrators
and assigns, release and forever discharge ABCX, and its successors and assigns,
of and from all manner of actions, suits, debts, dues, sums of money, accounts,
reckoning, covenants, contracts, agreements, promises, claims and awards
whatsoever, in law or in equity which against ABCX, Ms. Austin ever had, now has
or which she or her heirs, executors or administrators, hereafter can, shall or
may have for, upon or by reason of any matter, cause or thing whatsoever from
the beginning of the employment relationship with ABCX.

3. ABCX hereby has remised, released and forever discharged and by these
presence does for itself, and its assigns, release and forever discharge Ms.
Austin, and her successors and assigns, of and from all manner of actions,
suits, debts, dues, sums of money, accounts, reckoning, covenants, contracts,
agreements, promises, claims and awards whatsoever, in law or in equity which
against Ms. Austin, ABCX ever had, now has or which it or its assigns, hereafter
can, shall or may have for, upon or by reason of any matter, cause or thing
whatsoever from the beginning of the employment relationship with ABCX.

4. Each of the parties represents and agrees that they will not in the future
discuss with any third party (other than their representing attorney) any of the
details involved in this Agreement. Each agrees to keep confidential, and not to
disclose to anyone, except to the extent required by law or compulsory process,
any of the terms or conditions, including the dollar amounts paid pursuant to
this Agreement. This paragraph shall not prohibit either party from discussing
or disclosing the consideration provided herein with their immediate family (in
the case of Ms. Austin), accountant(s), financial advisor(s), or the Internal
Revenue Service or other state or federal taxing authority.

5. Each of the parties agree that they will not make any disparaging remarks, or
otherwise take any action that could reasonably be anticipated to cause material
damage to the reputation and goodwill of, or otherwise negatively reflect upon
the other.

6. The parties declare that each has carefully read this Agreement, that each
has reviewed its terms in conjunction with counsel, and that each agrees to the
terms and provisions of the Agreement for the purpose of making a full and final
adjustment and resolution of the matters contained herein.

7. Each party signing this Agreement acknowledges that this agreement completely
and adequately resolves all matters between the parties arising out of Ms.
Austin's employment by ABCX or Ms. Austin's separation of employment.

8. This Agreement constitutes and contains the entire Agreement and
understanding between the Parties with respect to the subject matter hereof.

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9. This Agreement is made and entered into in the State of Texas and shall in
all respects be interpreted, enforced and governed by the laws of the State of
Texas.

10. Any waiver, alteration or modification of any of the provisions of this
Agreement shall not be valid unless in writing and signed by ABCX and Ms.
Austin.

11. Should Ms. Austin in any manner, whether directly or indirectly, contest or
challenge this Agreement or any of its provisions, or assert any action or cause
of action against ABCX, Ms. Austin agrees to immediately return all
consideration paid pursuant to this Agreement, and Ms. Austin further agrees to
pay ABCX for any and all attorneys' fees incurred or expended by ABCX to enforce
this Agreement or any of its provisions, or defend any action or cause of action
against ABCX brought by Ms. Austin, her agents, representatives or assigns.

12. Should any provision of this Agreement be held invalid or unenforceable,
such provision shall be ineffective to the extent of such invalidity or
unenforceability, without invalidating the remainder of such provision or the
remaining portions of this Agreement.

EACH PARTY SIGNING THIS AGREEMENT STIPULATES THAT THIS AGREEMENT COMPLETELY AND
ADEQUATELY RESOLVES ALL MATTERS BETWEEN THE PARTIES ARISING OUT OF MS. AUSTIN'S
EMPLOYMENT BY ABCX OR MS. AUSTIN'S SEPARATION THEREFROM.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first above written.



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Karen S. Austin

AMERICAN BUILDING CONTROL, INC.

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By    Danny Mills:
Its:  President and Chief Executive Officer

MDI OPERATING, L.P.
By:   American Building Control L.P., Inc.
Its:  General Partner

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By:   Chris Sharng
Its:  Senior Vice President