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                                AMENDMENT NO. 6
                                      TO
                                 ULTRAK, INC.
                     1988 NON-QUALIFIED STOCK OPTION PLAN


         This Amendment No. 6 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 effective
November 1, 1991, December 28, 1993, September 27, 1996, March 30, 1999 and
January 24, 2000 (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; and

         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; and

         WHEREAS, pursuant to Section 7 of the Plan, on January 24, 2000, the
Board approved an increase in the number of authorized shares of Common Stock
under the Plan from 1,200,000 to 1,700,000; and

          WHEREAS, pursuant to Section 7 of the Plan, on March 29, 2001, the
Board approved, effective June 1, 2001, an increase in the number of authorized
shares of Common Stock under the Plan from 1,700,000 to 2,200,000, and to reduce
the vesting period for future options granted under the Plan from five years to
three years (the "Amendments"). The stockholders of the Company approved the
Amendments on June 1, 2001.

         NOW, THEREFORE, in consideration of the foregoing, effective June 1,
2001, Section 2 of the Plan is amended to read in its entirety as follows:

         "2. Stock Subject to Option. Subject to adjustment as provided in
         Sections 4(f) and 4(h) hereof, options under this Program ("Options")
         may be granted by the Company from time to time to purchase up to an
         aggregate of 2,200,000 shares of the Company's authorized but unissued
         Common Stock, provided that the number of shares that may be granted to
         any employee under this Program shall be reasonable in relation to the
         purpose of this 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 this Program may be re-Optioned under this
         Program. The Company shall not be required, upon the exercise of any
         such Option, to issue or deliver any shares of Common Stock prior to
         the completion of any such exemption, registration or other
         qualification of such shares under state or



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         Federal law, rule or regulation as the Company shall determine to be
         necessary or desirable."

         Effective June 1, 2001, Section 4(c) of the Plan is amended to read
         in its entirety as follows:

         "4(c). Exercise of Option. Each Option shall be exercisable at any
         time during the term of the Option to the extent of the total number
         of shares covered by the Option multiplied by thirty-three and
         one-third percent (33 1/3 %) and by the number of years of service
         (as defined below) of the Optionee. The term "years of service" means
         the period from the Date of Grant (unless express provision is made
         otherwise in Optionee's Employment Agreement or in any other written
         agreement between the Company and the Optionee) through each
         anniversary thereafter of the Optionee's continuous employment with
         the Company.

         Notwithstanding the foregoing, an Optionee shall be entitled to
         exercise the total number of shares covered by an Option if (i)
         Optionee dies or becomes disabled while employed by the Company; (ii)
         the Company is dissolved or liquidated; (iii) the Company is merged,
         consolidated or reorganized, and the Company is not the surviving
         entity; (iv) substantially all property and assets of the Company are
         sold or otherwise disposed of in a context other than sale of
         contracts for financing purposes; (v) a "Fifty Percent Acquisition"
         (as defined below) occurs; (vi) if the Committee or the Company's
         Board of Directors (the "Board") approves otherwise; or (vii) if
         Optionee is terminated (but not for cause) and his Employment
         Agreement so provides.

         A "Fifty Percent Acquisition" means a purchase or other acquisition
         by any individuals or entity including, but not limited to
         corporations, partnerships or other business organizations, whereby
         such individual or entity owns, immediately after, but not before,
         such purchase or other acquisition, more than fifty percent (50%) of
         the total combined voting power of the outstanding stock of the
         Company."

         This Amendment No. 6 to the Plan was adopted by the Board on March
         29, 2001, and approved by the stockholders of the Company on June 1,
         2001, to be effective June 1, 2001.



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



                                 _______________________________________________
                                 Chris Sharng
                                 Senior Vice President, Chief Financial Officer,
                                 and Secretary