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                                                                   EXHIBIT 10.24


                                 AMENDMENT NO. 4
                                       TO
                                  ULTRAK, INC.
                      1988 NON-QUALIFIED STOCK OPTION PLAN


     This Amendment No. 4 amends the Ultrak, Inc. 1988 Non-Qualified Stock
Option Plan adopted by the Board of Directors (the "Board") of Ultrak, Inc., a
Delaware corporation (the "Company"), on April 15, 1988, as amended affective
November 1, 1991, December 28, 1993 and September 27, 1996 (the "Plan").

                                   WITNESSETH

     WHEREAS, the Plan provided that the Company may grant options to purchase
up to an aggregate of 5,000,000 shares of the Company's Common Stock, no par
value ("Common Stock"), pursuant to the Plan; and

     WHEREAS, Section 4(f) of the Plan provides that the number of shares of
Common Stock for which options may be granted to persons participating under the
Plan shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from the subdivision or
consolidation of shares of Common Stock; and

     WHEREAS, on December 17, 1993 the stockholders of the Company approved,
effective December 28, 1993, a one for six reverse stock split in the form of a
reclassification of the Company's Common Stock and, as a result, the authorized
number of shares of Common Stock under the Plan was revised from 5,000,000 to
833,334; and

     WHEREAS, pursuant to Section 7 of the Plan, on September 27, 1996, the
Board approved an increase in the number of authorized shares of Common Stock
under the Plan from 833,334 to 1,000,000;

     WHEREAS, pursuant to Section 7 of the Plan, on March 30, 1999, the Board
approved an increase in the number of authorized shares of Common Stock under
the Plan from 1,000,000 to 1,200,000.

     NOW, THEREFORE, in consideration of the foregoing, effective March 30,
1999, Section 2 of the Plan is amended to read in its entirely as follows:

     "2.  Stock  Subject to  Option.  Subject  to  adjustment  as provided in
     Sections  4(h) and 4(j)  hereof,  Options may be granted by the  Company
     from time to time to purchase up to an aggregate of 1,200,000 shares of the
     Company's authorized but  unissued  Common  Stock,  provided  that the
     number of reasonable in relation to the purpose of the Program. Shares that
     by reason of the  expiration  of an Option or otherwise are no longer
     subject  to  purchase  pursuant  to an Option granted  under  the  Program
     may be  re-Optioned  under the Program.  The  Company  shall  not  be
     required,  upon  the exercise  of  any  such  exemption,  registration  or
     other qualification  of such shares  under  state or Federal  law, rule or
     regulation  as the Company  shall  determine  to be necessary or desirable.

     This  Amendment  No. 4 to the Plan was adopted by the Board as of March 30,
1999.



                                   ________________________________________
                                   George K. Broady
                                   Chairman of the Board
                                   and Chief Executive Officer.



                                   ________________________________________
                                   Mark L. Weintrub
                                   General Counsel and Secretary