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                                                                   Exhibit 10.15


THIS AGREEMENT, made and entered into this 2nd day of February, 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 John Cannon, an individual
(hereinafter referred to as "Mr. Cannon").

WHEREAS, Mr. Cannon had been employed by ABCX in various positions, the latest
being as Vice President - Operations, pursuant to the terms of that certain
Employment Agreement between him and Ultrak Operating, L.P. dated as of January
19, 2001, as amended effective November 1, 2001, (the "Employment Agreement").

WHEREAS, by notice given by ABCX to Mr. Cannon dated November 1, 2002, the
Employment Agreement was terminated in accordance with its terms, effective
December 31, 2002.

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

1. Mr. Cannon will be paid the sum of U.S. $ 8,655.95, minus required
withholdings or other authorized deductions, subject to and at the time that
both of the parties have signed and exchanged duplicate originals of this
Agreement.

The above sum represents all amounts to be paid by ABCX to Mr. Cannon as
"severance pay", separation allowance or other like compensations which may be
claimed by Mr. Cannon due to the termination of his employment with ABCX and the
Employment Agreement. Having elected to receive lump sum severance pay, Mr.
Cannon will not be eligible to participate in the ABCX Medical Plan unless Mr.
Cannon elects COBRA coverage, in which case Mr. Cannon will be responsible for
the full cost of this coverage (normal employee and company contribution.) If
Mr. Cannon decides to elect COBRA coverage, he may contact the ABCX Human
Resources Department for details on how to make such election.

If applicable, Mr. Cannon'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 Mr. Cannon, as set forth
in paragraph 1 above, Mr. Cannon, in full satisfaction of any and all claims of
whatever nature, hereby has remised, released and forever discharged and by
these presence does for himself, and his 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, Mr. Cannon ever had, now has
or which he or his heirs, executors or administrators, hereafter can, shall or
may have for, upon or by reason of any matter, cause or thing whatsoever based
on his employment with ABCX, his Employment Agreement or his separation of

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employment. The parties agree that the release set forth above shall not reduce,
diminish or alter any claims Mr. Cannon may have against ABCX for the payment to
him of the special incentive relating to the post closing arbitration against
Honeywell.

3. ABCX hereby has remised, released and forever discharged and by these
presence does for itself, and its assigns, release and forever discharge Mr.
Cannon, and his 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 Mr. Cannon, 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 based on his employment with ABCX, his Employment Agreement or his
separation of employment, except for the provisions set forth in Paragraph 9 of
the Employment Agreement, which shall survive as provided for therein.

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 Mr. Cannon), 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 Mr.
Cannon's separation of employment from ABCX.

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

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 Mr.
Cannon.

11. Should Mr. Cannon 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, Mr. Cannon agrees to immediately return all
consideration paid pursuant to this Agreement, and Mr.

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Cannon 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 Mr. Cannon, his 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 MR. CANNON'S
EMPLOYMENT BY ABCX OR MR. CANNON'S SEPARATION THEREFROM.


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


------------------------------------------
John Cannon


AMERICAN BUILDING CONTROL, INC.


------------------------------------------
By    Danny Mills:
Its:  President and Chief Executive Officer


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


------------------------------------------
By:   Chris Sharng
Its:  Senior Vice President