SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   For the fiscal year ended December 31, 2001

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                         Commission file number: 0-9463

                                  ULTRAK, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            75-2626358
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

         1301 WATERS RIDGE DRIVE
            LEWISVILLE, TEXAS                                     75057
(Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (972) 353-6500

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $.01 PAR VALUE

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in a definitive proxy to be filed or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant,  as of  March  15,  2002  was  $10,702,912.  As of  that  date,
14,026,588 shares of the Registrant's Common Stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

None.
<PAGE>

This Form  10-K/A  amends the  Company's  Form 10-K  filed on April 15,  2002 as
follows  as  to  "Liquidity  and  Capital   Resources,"  Part  III,  "Report  of
Independent Certified Public Accountants," and "Note D-Financing Arrangements."

LIQUIDITY AND CAPITAL RESOURCES

     The Company  experienced a decline in cash flows from operations in 2001 of
$5.1 million, despite a reduction in the net loss of $56.7 million in 2001.

     Net cash provided by investing activities was $25.2 million in 2001, versus
$2.9 million of cash used in investing activities in 2000. The large increase in
2001  primarily  resulted  from the net  proceeds  on the sale of the  shares of
Detection Systems, Inc. and the Industrial Furnace Camera business. Purchases of
fixed assets and  capitalized  software  were $2.0 million in 2001,  compared to
$5.5  million in capital  spending in 2000.  This  resulted  in a $28.1  million
increase in the cash provided by investing activities.

     Net cash used in financing  activities was $22.4 million in 2001,  compared
to  negligible  cash  provided  by  financing   activities  in  2000.  The  most
significant  differences  resulted from $20.4  million of net  repayments on the
Company's  revolving  line of credit  and  repayments  of $11.5  million  on the
mortgage for the Headquarters  Facility in 2001. These repayments were offset by
the proceeds of $6.6 million from the sale of the Headquarters Facility, as well
as $4.1 million in proceeds from the issuance of additional Common Stock.

     At December 31, 2001, the Company had $15.0 million  outstanding  under its
revolving credit facility.  The amount  outstanding was subsequently  reduced to
$12.0 million during the first quarter of 2002.  During the first three quarters
of 2001,  the interest rate on the credit  facility was adjusted to prime plus a
range of 0.0% to 0.75%,  depending on the leverage  ratio and other  conditions,
determined on a quarterly basis.

     As a result of the disputes with lenders  described  below,  interest rates
increased  after the end of the  third  quarter  of 2001.  The rate was fixed at
prime plus 3.25% during the fourth quarter of 2001. Late in the first quarter of
2002,  the rate was  subsequently  increased to 12.00%.  The Company also paid a
monthly  fee  of  0.375%  per  annum  based  on  the  average  unused  borrowing
availability  under the credit facility.  The credit facility  contained certain
financial and operational covenants,  including a maximum leverage ratio, a debt
service  ratio and  minimum net worth  amounts.  The  lenders  alleged  that the
Company  violated  certain of these  covenants at various times during 2001, but
subsequently waived the alleged defaults.

     Subsequent to December 31, 2001, an amendment  (the "Eighth  Amendment") to
the  Company's  revolving  credit  facility was signed at the  insistence of the
lenders (see Exhibit  10.51 to this Form 10-K) that  increased the interest rate
to 12.00%,  reduced the lending commitment from $30 million to $20 million,  and
accelerated the termination date of the facility from March 31, 2002 to February
28, 2002.  The Eighth  Amendment  also waived  certain  alleged  defaults by the
Company under the loan covenants and provided for the payment of certain fees.

     Consequently,  subsequent  to February 28, 2002,  the lenders  declared the
outstanding  balance  of the  loan to be due,  increased  the  interest  rate to
12.00%,  refused to advance  funds under the credit  facility,  and reserved the
right to commence  foreclosure  proceedings if their loan was not repaid in full
by April 30, 2002.

     On April 19, 2002, the Company signed a three-year,  $15 million  revolving
credit  facility with The Frost National Bank, a national  banking  association,
doing business as Frost Capital Group and formerly  known as Creekwood  Capital.
This new  financing  arrangement  will  serve as  Ultrak's  main line of credit,
paying off its indebtedness to its previous lenders, while permitting sufficient
financial  support  for  Ultrak's  working  capital  needs.  As part of this new
arrangement,  Ultrak  significantly  reduces  its overall  interest  expense and
related  costs.  The Frost  arrangement  also  frees up  Ultrak's  international
divisions  to secure  localized  lines of  credit,  further  enhancing  Ultrak's
financial flexibility to pursue growth opportunities.

     The Company  received during the week of April 8, 2002 a federal income tax
refund of approximately $6.3 million from the Job Creation and Worker Assistance
Act of 2002,  signed into law March 9, 2002. This statute allowed the Company to
carry  back its  2001  net  operating  losses  to the  1996 and 1997 tax  years,
permitting a refund of federal income taxes previously paid for those years. The
act  extended the carry back period on net  operating  losses to five years from
two years for losses arising in tax years ending in 2001 and 2002.


                                       2
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

DIRECTORS

     The persons  currently serving as directors of the Company (and who are the
persons currently  contemplated to be nominated for election as directors at the
2002 Annual Meeting of Stockholders) are listed below:

     George K.  Broady,  age 63, has served as  Chairman  of the Board and Chief
Executive  Officer of the Company  since March 1991,  and served as President of
the Company from March 1991 to August 1997.

     Gerard  Codeluppi,  age 39, has served as a director of the  Company  since
March 2002. Mr.  Codeluppi is an accountant and from November 1999 to March 2002
he was President of the French subsidiary of Red Cube International ("Red Cube")
and member of Red Cube's European board. Red Cube is an  international  provider
of internet  protocol  and  enhanced  web-based  next  generation  communication
technology.  From May  1998 to  October  1999  Mr.  Codeluppi  was  employed  by
Econophone,  Inc. as National  Sales  Director and member of the French board of
directors.  Econophone is a telecommunications  company based in New York. Prior
to May 1998 Mr. Codeluppi was Director of Sales at Mobicom.  Mobicom is a French
telecommunications company.

     Alastair J. A. B. Gunning,  age 65, has served as a director of the Company
since October 2001. Mr.  Gunning,  an attorney for over 40 years, is currently a
consultant  to the law firm of Mayer Brown Rowe & Maw in London and to Wakefield
Quin, Barristers and Attorneys,  of Hamilton,  Bermuda, and consultant,  general
counsel and  director of various  private  companies  engaged in  aerospace  and
telephony.

     Michael Morris, age 30, has served as a director of the Company since April
2002.  Since  February  2002,  Mr. Morris has been with  Strategic  Finance (UK)
Limited as a director.  Strategic  Finance (UK) Limited is a consulting group in
the fields of financial structuring, capital markets and trading processes. From
October 1999 to January  2002 Mr.  Morris was with the Tiller Group of Companies
as M & A  Consultant.  The Tiller Group is a private  company  with  diversified
operations  worldwide.  From before 1997 to October 1999 Mr. Morris was with the
Zomba  Group of  companies  as A & R  Executive.  The Zomba  Group is one of the
world's largest privately held entertainment and media groups.

     Bryan C. W. Tate,  age 57, has served as a director  of the  Company  since
October  2001.  Since 1983,  Mr.  Tate has been the  Chairman,  Chief  Executive
Officer and  majority  shareholder  of Digitel  Corporation,  a  privately-held,
Atlanta, Georgia based, telecommunications company.

     Niklaus F.  Zenger,  age 40, has served as a director of the Company  since
March 2002. Mr. Zenger has been a private investor for the prior five years. Mr.
Zenger was a founder and director of Red Cube.  Mr.  Zenger has been involved in
various capacities with a number of privately held companies.

EXECUTIVE OFFICERS

     The executive  officers of the Company (the  "Executive  Officers")  are as
follows:

     NAME               AGE     POSITION

     George K. Broady   63      Chairman of the Board and Chief Executive
                                Officer

     Peter D. Beare     45      President and Chief Operating Officer

     Chris T. Sharng    38      Senior Vice President, Chief Financial Officer
                                and Secretary

     Wendy S. Diddell   36      Senior Vice President of Sales and Marketing

     See above under  "DIRECTORS" for  biographical  information  concerning Mr.
Broady.


                                       3
<PAGE>

     Peter D. Beare  served as a director of the Company  from  October  2001 to
April   2002.   Mr.   Beare   joined   the   Company   in  May   2000   as  Vice
President-Technology  and has been the President and Chief Operating  Officer of
the  Company  since  July  2000.  From  prior to 1997 to May 2000 Mr.  Beare was
employed by Baxall,  Ltd., a United  Kingdom  manufacturer  of CCTV security and
surveillance  systems.  Mr.  Beare's  last  position  with  Baxall,  Ltd. was as
Managing Director.

     Chris T. Sharng joined the Company in October 2000 as Senior Vice President
and  Chief  Financial  Officer.  From  March  1989 to July 2000 Mr.  Sharng  was
employed by Mattel,  Inc., a large  publicly-held  consumer products company, in
various  capacities  and he served as Mattel's Vice  President of  International
Finance and Planning from 1996 to July 2000.

     Wendy S. Diddell has been the Senior Vice  President of Sales and Marketing
at the  Company  since  August  2000,  after  serving as Vice  President  of the
Company's  Consumer Group from July 1997 to August 2000. From April 1991 to July
1997,  Ms.  Diddell was  employed  by Philips  Consumer  Electronics  Company in
various capacities, with her last position being National Account Director.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the  Exchange Act  requires  the  Company's  officers and
directors and 10% holders of Common Stock or securities  convertible into Common
Stock,  to file with the SEC  reports  of  ownership  and  reports of changes in
ownership in Common Stock. Such officers, directors and 10% holders are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.  Based solely upon a review of the copies of such forms  furnished to
the Company and written representations that no other forms were required during
the 2001  fiscal  year  the  Company  believes  that all  Section  16(a)  filing
requirements  were  complied  with except as  follows:  (a) Vince  Broady,  then
serving as a director of the Company, filed an amended Form 5 for the year ended
December  31,  2000 on  February  14,  2002 to  correct  the  number  of  shares
beneficially  owned by Vince Broady and (b) Chris Sharng, an Executive  Officer,
filed a Form 4 on April 25, 2001 in connection with the purchase of 1,000 shares
of Common Stock on March 30, 2001.


                                       4
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS SUMMARY COMPENSATION TABLE

     The following summary sets forth all annual and long-term compensation paid
or accrued to the Executive  Officers  earning in excess of $100,000 during 2001
for services  rendered to the Company during the fiscal years ended December 31,
2001, 2000 and 1999.

<TABLE>
<CAPTION>
                                                                                LONG TERM
                                            ANNUAL COMPENSATION              COMPENSATION
                                            -------------------              ------------

NAME AND
PRINCIPAL                                                                           STOCK             ALL OTHER
POSITION                          YEAR        SALARY             BONUS            OPTIONS          COMPENSATION
--------                          ----        ------             -----            -------          ------------
<S>                               <C>        <C>               <C>                <C>              <C>
George K. Broady,                 2001       $385,632          $770,019(1)        138,851          $  16,000(9)
Chief Executive Officer and                                                                        $   3,174(2)
Chairman of the Board             2000       $385,632          $      0           132,000          $   3,174(2)
                                  1999       $385,000          $      0                 0          $   3,003(2)

Peter D. Beare                    2001       $237,297(3)       $ 65,311           250,000          $  10,591(5)
President and                                                                                      $  27,417(6)
Chief Operating Officer           2000       $101,444(4)       $      0            62,000          $   2,252(5)
                                                                                                   $   6,297(6)
                                  1999            N/A               N/A               N/A                N/A

Chris T. Sharng,                  2001       $175,000          $ 36,007                 0          $  66,954(8)
Senior Vice President,                                                                             $   2,585(2)
Chief Financial Officer and       2000       $ 40,385          $      0                 0          $       0
Secretary                         1999            N/A               N/A               N/A                N/A

Wendy S. Diddell                  2001       $177,000          $ 62,271            50,000          $3,966.82(2)
Senior Vice President -           2000       $164,981          $ 71,250            35,000          $   3,974(2)
Sales and Marketing                                                                                $  10,620(7)
                                  1999       $138,173          $ 53,195            10,000          $   3,755(2)
</TABLE>

(1)  Bonus paid to Mr.  Broady upon sale of  Company's  ownership  in  Detection
     Systems, Inc. See "Certain Relationships and Related Transactions".

(2)  Contribution to 401(k) Plan on behalf of employee.

(3)  Peter Beare's  annualized  base salary was $225,000 from January 1, 2001 to
     September 30, 2001 and $310, 000 from October 1, 2001 to December 31, 2001.
     The $237,297 includes $9,628 in back-pay due to a salary increase in 2000.
(4)  For period from May 8, 2000 to December 31, 2000.

(5)  Amount paid for employee's use of automobile in the U.S.

(6)  Amount paid for employee's U.S. related housing expense.

(7)  Value realized due to exercise of stock options.

(8)  Taxable amount paid for relocation of Mr. Sharng.

(9)  Reimbursement of legal fees of Mr. Broady.

STOCK OPTION PLANS

     The Company currently  maintains the Ultrak,  Inc. 1988 Non-Qualified Stock
Option Plan (the "1988 Plan") and the Ultrak,  Inc. 1997 Incentive  Stock Option
Plan (the "1997 Plan").  Options to purchase an aggregate of 1,767,521 shares of
Common  Stock  were  outstanding  under  both the 1988 Plan and the 1997 Plan at
exercise  prices from $1.02 per share to $18.25 per share. Of the total options,
options  to  purchase  1,275,851  shares  were  subject  to  options  (vested or
unvested) held by the Executive  Officers.  The option  exercise price is set by
the Compensation Committee based on the market price of Common Stock.

Description of the 1988 Plan

     Under the 1988 Plan,  options  to  purchase  shares of Common  Stock may be
issued to full-time  employees,  including  officers,  and persons equivalent to
employees,  as chosen by the Compensation  Committee.  All four of the Executive
Officers  have  outstanding  option  grants  under the 1988  Plan.  Pursuant  to
amendments  approved  at the 2001  Annual  Meeting  of  Stockholders  (the "2001
Amendments"), options granted after the 2001 Amendments under


                                       5
<PAGE>

the 1988 Plan vest at the rate of 33 1/3% over a three-year period. Prior to the
2001  Amendments,  the options vested based upon full-time  employment  with the
Company at the rate of 20% per year over a five-year period.  The options expire
ten years  from the date of grant.  The  option  exercise  price is based on the
market  price of Common  Stock as of the close of business on the last  business
day prior to the date of grant. Options which are vested may be exercised at any
time thereafter and prior to the expiration of the option.

     Unvested  options  under  the  1988  Plan  automatically  vest  and  may be
exercised  in the event (i) the  optionee  dies or  becomes  disabled,  (ii) the
Company is merged,  consolidated or reorganized,  (iii) the Company is dissolved
or  liquidated,  (iv)  substantially  all property and assets of the Company are
sold,  (v) more than 50%  ownership of the Company is  transferred,  or (vi) the
employee is  terminated  other than for cause and his or her written  employment
agreement so provides.  If an employee is dismissed  without cause,  unexercised
vested options may be exercised for 30 days before automatically expiring. If an
employee  is  dismissed  for  cause,   unexercised   vested  options   terminate
immediately.

Description of the 1997 Plan

     Options  may be  granted  under the 1997  Plan to  eligible  employees  and
nonemployee  directors  of the Company for the  purchase of a maximum of 400,000
shares of Common Stock. None of the Executive Officers has an outstanding option
grant  under  the 1997  Plan.  Employees  eligible  under  the 1997 Plan are the
non-employee  directors,  executive officers and such other management employees
as determined  by the  Compensation  Committee  each year. To be eligible for an
option grant for a fiscal year, an otherwise  eligible employee or director must
be  employed by the Company or serve as a director as of January 1 of that year.
The  1997  Plan  is  a  formula-based  plan  administered  by  the  Compensation
Committee.  Under the 1997 Plan,  the  Compensation  Committee  may grant either
non-qualified stock options or incentive stock options.

     Options are granted under the 1997 Plan based on the Company  achieving one
or more of the following  considerations for the fiscal year: (i) Economic Value
Added  ("EVA"),  the primary  component of which is the amount of net income for
the year  which  exceeds a hurdle or  target  amount of return on  stockholders'
equity,  (ii) Market Value Added ("MVA"),  the primary component of which is the
increase  in the market  value of the Company for the fiscal year as measured by
the price of Common Stock or (iii) Budget  Achievement  ("Budget"),  the primary
component of which is the Company  meeting or exceeding  its approved  financial
budget for the fiscal  year.  Prior to  December  31 of each  fiscal  year,  the
Compensation  Committee  will  determine the  percentage  that each of the above
considerations  represents in the  determination  of grants under the 1997 Plan,
which percentages must aggregate to 100%, and the maximum number of options that
can be granted based on the fiscal year's  performance  ("Option  Pool"),  which
cannot exceed 1% of the outstanding shares of Common Stock. Prior to December 31
of each fiscal year,  the  Compensation  Committee will determine the percentage
that each  eligible  employee and  non-employee  director is eligible to receive
from the Option Pool.  No options  were  granted  under the 1997 Plan during the
fiscal years ended December 31, 2000 and 2001.

Tax status of the 1988 Plan and the 1997 Plan

     Pursuant to the 1997 Plan,  the  Compensation  Committee may provide for an
option to qualify  either as an incentive  stock option or  non-qualified  stock
option.  The tax treatment of an incentive stock option and non-qualified  stock
option is set out below. The following statements are based upon present federal
income tax laws and  regulations  and are  subject to change if the tax laws and
regulations, or interpretations thereof, are changed.

     Tax status of Incentive Stock Options. All stock options that qualify under
the rules of Section 422 of the Code will be entitled to incentive  stock option
treatment.  To receive  incentive stock option  treatment,  an optionee must not
dispose of the  acquired  stock  within two years after the option is granted or
within one year after the shares are  transferred to the optionee.  In addition,
the  individual  must have been an  employee  of the Company for the entire time
from the date of  granting  of the option  until  three  months (one year if the
employee is disabled) before the date of the exercise.  The requirement that the
individual  be an employee and the two-year  and  one-year  holding  periods are
waived in the case of death of the employee.  If all such  requirements are met,
no tax will be imposed upon the  exercise of the option,  and any gain upon sale
of stock will be entitled to capital  gain  treatment.  The  employee's  gain on
exercise  (the  excess of fair  market  value at the time of  exercise  over the
exercise  price) of an  incentive  stock  option is a tax  preference  item and,
accordingly,  is included in the  computation  of  alternative  minimum  taxable
income.


                                       6
<PAGE>

     If an employee does not meet the two-year and one-year holding requirements
(a "Disqualifying  Disposition"),  but does meet all other requirements,  income
tax  will be  imposed  at the  time of sale of the  stock.  In such  event,  the
employee's  gain on  exercise  will be treated as  ordinary  income  rather than
capital gain and the Company will get a  corresponding  deduction at the time of
sale. Any remaining  gain on sale will be short-term or long-term  capital gain,
depending  on the  holding  period of the stock.  If the amount  realized on the
Disqualifying  Disposition  is less than the value at the date of exercise,  the
amount  includible  in gross income,  and the amount  deductible by the Company,
will equal the excess of the amount  realized on the sale or  exchange  over the
exercise price.

     Tax status of Non-Qualified Stock Options.  Generally, an optionee will not
recognize   income  for  federal  income  tax  purposes  upon  the  grant  of  a
non-qualified  option.  On  exercise of a  non-qualified  option,  however,  the
optionee will recognize  ordinary income in an amount equal to the excess of the
fair market value of the shares on the date of exercise over the option price of
such  shares,  and the Company  will be allowed a federal  income tax  deduction
equal to the amount of ordinary income recognized by the optionee at the time of
such recognition by the optionee.

OPTION GRANTS IN LAST FISCAL YEAR

     The  table  below  shows  information  on grants  of stock  options  to the
Executive Officers under the 1988 Plan during the fiscal year ended December 31,
2001,  which option  grants are  reflected  in the  Executive  Officers  Summary
Compensation  Table. There were no grants during such fiscal year under the 1997
Plan.

<TABLE>
<CAPTION>
                                                                                                              POTENTIAL REALIZED
                                                INDIVIDUAL GRANTS                                             VALUE AT ASSUMED
                                                -----------------                                             RATES OF STOCK
                       NUMBER OF                                                                              PRICE APPRECIATION
                       SECURITIES        % OF TOTAL                                                           FOR OPTION TERM
                       UNDERLYING        GRANTED TO       EXERCISE          PRICE ON                          ---------------
                       OPTIONS           EMPLOYEES IN     PRICE             DATE OF        EXPIRATION
NAME                   GRANTED           FISCAL YEAR(a)   ($/SHARE)         GRANT          DATE(b)              5%             10%
----                   -------           --------------   ---------         -----          -------              --             ---
<S>                    <C>                   <C>          <C>              <C>              <C>              <C>            <C>
George K. Broady       138,851(c)            23.03%       $     2.73       $     2.73       06/01/2011       $133,915       $146,860

------------------------------------------------------------------------------------------------------------------------------------
Total                  138,851               23.03%                                                          $133,915       $146,860
------------------------------------------------------------------------------------------------------------------------------------

Peter D. Beare          50,000(c)             8.30%       $     1.18       $     1.18       09/14/2011       $ 56,845       $ 60,343
                       200,000(c)            33.17%       $     1.57       $     1.57       12/04/2011       $219,251       $234,811

------------------------------------------------------------------------------------------------------------------------------------
Total                  250,000               41.47%                                                          $276,096       $295,154
------------------------------------------------------------------------------------------------------------------------------------

Chris T. Sharng              0

------------------------------------------------------------------------------------------------------------------------------------
Total                                         0.00%                                                          $   0.00       $   0.00
------------------------------------------------------------------------------------------------------------------------------------

Wendy S. Diddell        50,000(c)             8.30%       $     1.18       $     1.18       09/14/2011       $ 56,845       $ 56,845

------------------------------------------------------------------------------------------------------------------------------------
Total                                         8.30%                                                          $ 56,845       $ 60,343
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     (a)  A total of 620,851  options were granted to all  employees  during the
          fiscal year ended December 31, 2001.

     (b)  Under the terms of the 1988  Plan,  all stock  options  not  exercised
          within 30 days after termination of employment will terminate.

     (c)  Options  granted  under the 1988 Plan  previously  vested in one-fifth
          increments over a five-year  period.  Pursuant to the 2001 Amendments,
          options  granted under the 1988 Plan after the 2001 Amendments vest in
          one-third increments over a three year period.


                                       7
<PAGE>

EXECUTIVE OFFICERS' OPTIONS, EXERCISES AND HOLDINGS TABLE

     There were no  exercises  of stock  options  during  2001 by the  Executive
Officers.  The Company does not utilize stock appreciation rights ("SARs").  The
unexercised  options owned by the Executive Officers as of December 31, 2001 are
presented below:

<TABLE>
<CAPTION>
                                                            NUMBER OF
                                                            SECURITIES           VALUE OF
                                                            UNDERLYING           UNEXERCISED IN-
                                                            UNEXERCISED          THE-MONEY
                                                            OPTIONS/SARS         OPTIONS/SARS
                     SHARES                VALUE            AS AT 12/31/01       AS AT 12/31/01
                     ACQUIRED ON          REALIZED          EXERCISABLE/         EXERCISABLE/
NAME                 EXERCISE IN 2001      ($)(1)           UNEXERCISABLE        UNEXERCISABLE (2)
----                 ----------------      ------           -------------        -----------------
<S>                         <C>              <C>            <C>                        <C>
George K. Broady            0                N/A            96,400/224,451(3)          $0/$0

Peter D. Beare              0                N/A            12,400/299,600             $0/$59,000

Chris T. Sharng             0                N/A                0/0(4)                 $0/$0

Wendy S. Diddell            0                N/A             12,000/81,000             $0/$59,000
</TABLE>

(1)  If applicable, would be based on the fair market value of the shares on the
     exercise date less the exercise price paid for those shares.

(2)  Based on the fair  market  value of the  option  shares at fiscal  year end
     ($1.46 per share on the basis of the closing  price on the NASDAQ  National
     Market at fiscal year-end) less the exercise price. If the closing price is
     less than the exercise price, then the value of unexercised  options equals
     zero.

(3)  Total of 224,451 at  December  31, 2001 does not  include  475,000  options
     granted to Mr. Broady in January 2002.

(4)  Mr. Sharng was granted 75,000 options in January 2002.

OTHER EMPLOYEE BENEFIT PLANS

     The  Company  does not  sponsor any  defined  benefit or  actuarial  plans.
However,  the  Company  does  sponsor a 401(k) plan for all  eligible  employees
whereby the Company matched 50% during 2001 of the employee's contribution up to
6% of the employee's base salary.

     During  2001,  the  Company  provided a medical  insurance  program for its
full-time employees of which it paid 60% of the premium. As of December 31, 2001
the Company  did not have any defined  benefit  retirement  or  non-contributory
pension plans for its employees, officers or directors.

     The  Company  has  a  policy  that  all  loans  from  the  Company  or  its
subsidiaries  to its officers,  directors and key employees or their  affiliates
must be approved by a majority of  disinterested  directors.  There are no loans
outstanding to any Executive Officer or Director.

COMPENSATION OF DIRECTORS

     Each non-employee  director receives an annual fee of $16,500, and officers
and directors are generally  reimbursed for  out-of-pocket  expenses incurred in
connection with attendance at Board and Committee meetings.

EMPLOYMENT   CONTRACTS,   TERMINATION   OF  EMPLOYMENT   AND   CHANGE-IN-CONTROL
ARRANGEMENTS

Option Plans

     1988 Plan.  Under the 1988  Plan,  notwithstanding  the three year  vesting
period,  an optionee  shall be entitled to exercise  the total  number of shares
(whether or not vested)  covered by an option if,  among other  things,  (i) the
Company is  merged,  consolidated  or  reorganized,  and the  Company is not the
surviving entity;  (ii) substantially all property and assets of the Company are
sold or  (iii) a "Fifty  Percent  Acquisition"  (as  defined  in the 1988  Plan)
occurs.  Under the 1988 Plan, a "Fifty Percent  Acquisition" means a purchase or
other  acquisition by any individual or entity whereby such individual or entity
owns,  immediately  after, but not before,  such purchase or other


                                       8
<PAGE>

acquisition, more than fifty percent (50%) of the total combined voting power of
the outstanding stock of the Company.

     Under the 1988  Plan,  in the  event of the (i)  merger,  consolidation  or
reorganization  of the Company  where the Company is not the  surviving  entity;
(ii) sale,  lease,  exchange or other form of disposition of  substantially  all
property and assets of the Company or (iii) a Fifty  Percent  Acquisition,  then
the options granted under the 1988 Plan shall terminate as of a date to be fixed
by the  Compensation  Committee,  provided  that not less than thirty (30) days'
prior written  notice of the date so fixed shall be given to the  optionee,  and
the  optionee  shall  have the  right,  during  the  period of thirty  (30) days
preceding such termination of the option,  to exercise the optionee's  option to
the extent of the total shares covered by the option.

     Under the 1988 Plan, if the Company shall at any time merge or  consolidate
with or into another corporation and (A) the Company is not the surviving entity
or (B) the Company is the  surviving  entity and the holders of Common Stock are
required to exchange their shares for property and/or securities,  then (AA) the
holder of each option will thereafter  receive,  upon the exercise thereof,  the
securities  and/or  property to which a holder of the number of shares of Common
Stock then deliverable upon the exercise of such option would have been entitled
to receive upon such merger or  consolidation,  and the Company  shall take such
steps in  connection  with such merger or  consolidation  as may be necessary to
assure that the provisions of the 1988 Plan shall  thereafter be applicable,  as
nearly as they  reasonably  may be, in  relation to any  securities  or property
thereafter  deliverable upon the exercise of such option or (BB) at any time, in
its sole discretion,  the surviving entity may tender  substitute  options as it
may deem appropriate (provided,  however, in no event may the substitute options
entitle the  optionee to any fewer shares or at any greater  aggregate  price or
any less  other  property  than the  optionee  would be  entitled  to under  the
immediately  preceding  paragraph  upon an exercise of the options held prior to
the substitution of the new option).

     1997 Plan. No Executive  Officer has an  outstanding  option under the 1997
Plan.


                                       9
<PAGE>

Employment and Severance Arrangements

     General.  Apart from Mr.  Broady,  the Executive  Officers have had written
Employment  Agreements  (collectively,  the  "Employment  Agreements")  with the
Company with varying terms and provisions  which provide for a one year term but
automatically  extend for one year periods unless  otherwise  terminated upon 60
days  notice  prior to the end of each one year  term.  The  Company's  Board of
Directors  (the  "Board")  may,  in its  discretion,  decide to  compensate  the
Executive  Officers  at higher  rates than those  stipulated  in the  Employment
Agreements,  and has  periodically  elected to do so. The Employment  Agreements
also provide that the  Executive  Officers are to be reimbursed  for  reasonable
expenses  incurred in connection  with the Company's  business.  The  Employment
Agreements  further  provide  for  standard  paid  vacations,  other  health and
accident coverage and insurance benefits.

     The Employment  Agreements  provide for severance benefits to the Executive
Officers under certain  circumstances.  The terms "change of control",  "cause",
and  "disability"  are  used in the  following  description  as  defined  in the
Employment  Agreements.  The Employment  Agreements  terminate upon the death or
disability of the Executive  Officer.  Under the Employment  Agreements,  if the
Company  terminates the employment of the Executive  Officer without cause, then
the  Company  will  continue  to pay each  Executive  Officer  compensation  and
benefits for a period of eighteen (18) months from the date of termination.  The
Company  may  terminate  each  of the  Executive  Officers  for  "cause"  if the
Executive  Officer commits a material breach of the Employment  Agreement or any
written  policies or  procedures of the Company,  commits any felony,  willfully
engages in acts that the Executive Officer knew or should have known would cause
material  harm to Company  property,  goodwill or existing  business  interests,
engages in any  violation  of any civil law, or fails to  substantially  perform
such Executive Officer's duties. Under the Employment Agreements, if the Company
terminates the employment of the Executive Officer for cause, then the Executive
Officer  will  not be  entitled  to  severance  benefits.  Additionally,  if the
Executive  Officer  is  terminated  by the  Company  for  cause,  all  benefits,
including all unexercised and unvested stock options  previously  granted to the
Executive Officer, are cancelled and rendered null and void.

     The Employment Agreements provide that the Executive Officers will not, for
a period  of one (1) year  after  termination,  work for a  competing  business,
solicit  former  customers,  solicit  employees  of  the  Company  to  terminate
employment,  or  disclose  confidential  or  proprietary  business  information,
including but not limited to customer/supplier lists and related information.

     In the event that a "change of control" occurs with respect to the Company,
and  employment is terminated  by the Company or by the Executive  Officer,  the
Executive Officer will be entitled to receive  compensation and benefits for the
designated  period  of  eighteen  months  from the date of  termination  and all
unexercised  and unvested  options become  exercisable  immediately for the full
amount of the optioned shares.

     George K. Broady.  Mr.  Broady does not have an employment  agreement.  Mr.
Broady's  base  salary  of  $385,632  in  2001  remained  unchanged  from  2000.
Additionally,  Mr.  Broady was  awarded  options to purchase  138,851  shares of
Common Stock in 2001.  Mr.  Broady  received a special cash bonus of $770,000 in
2001 related to the Company's successful  investment in Detection Systems,  Inc.
See "Certain Relationships and Related Transactions".

     In December 2001, the Company and Mr. Broady executed a Severance Agreement
(the  "Severance  Agreement")  which provided for the continued  services of Mr.
Broady to the Company  until the earlier of (i) the date the Company hires a new
Chief Executive Officer or (ii) December 31, 2002; provided,  however, that if a
new Chief  Executive  Officer is hired by the Company before  December 31, 2002,
then Mr. Broady will serve as an advisor to the new Chief Executive  Officer and
continue to receive his base salary and other  benefits and assist the new Chief
Executive Officer's  transition until December 31, 2002. The Severance Agreement
provides  that the Company will  thereafter  pay Mr.  Broady  monthly  severance
compensation  equivalent  to  one-twelfth  of his last  annual base salary for a
period of thirty-six (36) months.

     Peter Beare.  Mr. Beare has indicated to the Company that he believes he is
operating  under the terms of one of two unexecuted  employment  agreements (the
"Beare  Employment  Agreements").  Effective October 1, 2001, Mr. Beare has been
paid a base salary equal to an annual rate of $310,000,  the rate  applicable to
both of the Beare  Employment  Agreements.  There are  three  primary  issues in
connection  with which of the Beare  Employment  Agreements is  applicable.  The
first issue is whether Mr. Beare's severance  benefits are payable in a lump sum
or over an eighteen (18) month period in the same manner as the other Employment
Agreements.  The  second  issue is  whether  Mr.  Beare is  entitled  to receive
severance  benefits in the event that Mr. Beare  terminates his employment


                                       10
<PAGE>

with the Company due to a difference in opinion following a change of control of
the Company.  The third issue  concerns a  requirement  as to whether or not the
Chief  Financial  Officer  reports to Mr.  Beare.  Both of the Beare  Employment
Agreements  provide for the  creation of a Bonus Pool (the "Bonus  Pool") in the
event  that  certain of the  Company's  assets are sold  before  June 30,  2002.
Pursuant to the terms of the Beare Employment Agreements,  Mr. Beare is entitled
to 40% of the Bonus Pool if certain conditions are met. Mr. Beare had previously
executed a written  Employment  Agreement  with the Company in January  2001 for
which Mr. Beare gave oral notice of termination in October 2001.

     Wendy  Diddell.  Ms.  Diddell  and the  Company  executed a new  employment
agreement  effective  January  1, 2002  (the  "Diddell  Employment  Agreement").
Pursuant to the Diddell Employment Agreement, Ms. Diddell is entitled to receive
an annual base salary of  $183,000.  Ms.  Diddell  received a $28,667  retention
bonus in January  2002  pursuant to the  Diddell  Employment  Agreement.  If Ms.
Diddell  terminates  her  employment  with the Company prior to the end of 2002,
then the retention bonus must be repaid to the Company on a pro-rated basis.

     Chris  Sharng.  Mr.  Sharng  and  the  Company  executed  a new  employment
agreement on December 22, 2001 (the "Sharng Employment Agreement").  Pursuant to
the Sharng Employment Agreement Mr. Sharng is entitled to receive an annual base
salary of $192,000.  Mr. Sharng  received a $20,617  retention  bonus in January
2002 pursuant to the Sharng Employment  Agreement.  If Mr. Sharng terminates his
employment  with the Company prior to the end of 2002,  then the retention bonus
must be repaid to the  Company  on a  pro-rated  basis.  The  Sharng  Employment
Agreement  also provides that Mr. Sharng will be paid a performance  bonus of at
least $76, 800 or 40% of his then current  annual base salary if Mr. Sharng does
not  terminate  his  employment  with the  Company  prior to the  filing  of the
Company's  2002  Form  10-K with the SEC.  The  Company's  2002 Form 10-K is due
within 90 days of December 31, 2002.

OPTION REPRICING

     In June 2001, the Company implemented a stock option repricing program (the
"Repricing  Program")  pursuant  to  applicable  SEC rules and  regulations.  No
repriced options were issued in 2001 pursuant to the Repricing Program. Only one
Executive Officer  participated in the Repricing Program and no repriced options
were issued in 2001 to such Executive Officer.

COMPENSATION COMMITTEE

     From January 2001 to October 2001, the Compensation  Committee was composed
of Charles Neal, Mal Gudis and Robert Sexton with Mr. Sexton serving as Chairman
during that period.  From October 2001 to December 31, 2001, Ronald Harnisch and
Messrs. Tate and Gunning served on the Compensation  Committee with Mr. Harnisch
serving as Chairman during that period.  Mr. Harnisch resigned from the Board in
April 2002 and was replaced on the Compensation Committee by Mr. Codeluppi.  Mr.
Gunning was elected to serve as Chairman of the Compensation  Committee upon Mr.
Harnisch's resignation.

     The  Compensation  Committee is responsible  for determining the nature and
amount of  compensation  for the  executive  officers  of the  Company,  and for
granting  stock  options  under the Company's  option  plans.  The  Compensation
Committee  met seven  (7) times in 2001.  The  Compensation  Committee  acted by
written consent on two (2) occasions during 2001.

All directors who served on the  Compensation  Committee  during the fiscal year
ended December 31, 2001 were non-employee directors. There were no "Compensation
Committee interlocks" during fiscal year 2001.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The  Compensation  Committee  has  furnished  the  following  report on the
Company's  Executive  Officer  compensation  program.  The report  describes the
compensation policies applicable to the Executive Officers. All of the directors
that served on the Compensation  Committee during the fiscal year ended December
31, 2001 were non-employee directors.


                                       11
<PAGE>

General Compensation Philosophy

     The  Company  applies  a  consistent   performance-based  approach  to  the
compensation  of the  Executive  Officers.  The  compensation  of the  Executive
Officers  consists of two  components:  (i) base salary and  benefits,  and (ii)
annual  incentives.  The  Compensation  Committee's  objective is to attract and
retain,  and to  motivate,  the  Executive  Officers  to achieve  strategic  and
financial  objectives.  The compensation of the Executive Officers is determined
primarily on performance-based,  objective criteria.  The Compensation Committee
encourages ownership of Common Stock by the Executive Officers. The compensation
of the Executive Officers is tied to the performance of the Company, in order to
align  the  Executive  Officers'  interests  more  closely  with  the  Company's
stockholders'  interests.  The Compensation  Committee  utilizes a discretionary
component to reward individual achievement.

     The Compensation  Committee believes that Messrs. Broady, Beare and Sharng,
and Ms. Diddell,  as the Executive  Officers of the Company,  significantly  and
directly  influence  the  Company's  overall   performance.   Accordingly,   the
Compensation  Committee  uses base salary and benefits and annual  incentives to
retain and motivate them. The Compensation  Committee evaluates the compensation
of the Executive Officers on their performance as well as the performance of the
Company.

     The  Compensation  Committee  reviewed  the  salaries  and  bonuses  of its
Executive  Officers in late 2001. The  Compensation  Committee also reviewed the
performance  of  its  Executive  Officers  and  the  Company  during  2001.  The
Compensation   Committee   considered  the  Company's   financial   performance,
successful  completion of strategic  objectives and expense control during 2001.
Based upon its analysis, the Compensation Committee decided to increase the base
salaries  of Messrs.  Beare and Sharng and Ms.  Diddell  for 2002.  Mr.  Beare's
increase in base salary was made effective as of October 1, 2001.

     The Compensation  Committee  awarded Mr. Broady options to purchase 138,851
shares of Common Stock on June 1, 2001. The Compensation  Committee  awarded Mr.
Beare  options to purchase  50,000  shares of Common Stock on September 14, 2001
and  200,000  shares of Common  Stock on  December  4,  2001.  The  Compensation
Committee  awarded Ms. Diddell options to purchase 50,000 shares of Common Stock
on September 14, 2001. Mr. Sharng was not awarded any options in 2001.

     An annual bonus of $65,311 was paid to Mr. Beare in 2001. Retention bonuses
of  $20,617  and  $28,667  were  paid  in 2001 to Mr.  Sharng  and Ms.  Diddell,
respectively,  encouraging  them to remain with the  Company  through the end of
2002.  Mr. Broady  received a special cash bonus of $770,000 in 2001 tied to the
Company's successful investment in Detection Systems, Inc.

Compensation Policy Regarding Deductibility

     Section  162(m) of the Code,  places a limit of $1,000,000 on the amount of
compensation  that may be deducted  by the  Company in any year with  respect to
each  of the  Company's  five  most  highly  paid  executive  officers.  Certain
performance-based   compensation   that  has  been  approved  by  the  Company's
stockholders is not subject to the deduction  limit. It is the Company's  intent
to use  reasonable  efforts to cause  awards  under the  Company's  compensation
programs that could exceed the $1,000,000 limit to constitute  performance-based
compensation that are not subject to Section 162(m) of the Code.  Although it is
the Company's policy to make reasonable efforts to cause executive  compensation
to be eligible for  deductibility  under Section 162(m) of the Code, in order to
maintain flexibility in compensating  executive officers in a manner designed to
promote  varying  corporate goals the  Compensation  Committee has not adopted a
policy that all compensation must be deductible.

     The   Compensation   Committee   believes  that  the  Company's   executive
compensation  policies and plans  described  above provide a program that aligns
the  interests  of the  Company,  its  Executive  Officers,  and  the  Company's
stockholders.

COMPENSATION COMMITTEE              Alastair J. A. B. Gunning (Chairman)
                                    Bryan C. W. Tate
                                    Gerard Codeluppi


                                       12
<PAGE>

STOCK PRICE PERFORMANCE GRAPH

     The following  chart compares the cumulative  total  shareholder  return on
Common  Stock  during the five  fiscal  years ended  December  31, 2001 with the
cumulative  total return on the NASDAQ Stock Market index and a  self-determined
peer group.  The self determined  peer group consists of six companies  actively
competing with the Company in the security industry.

     The Company relied upon  information  provided by the University of Chicago
Center for  Research in  Securities  Prices with respect to the peer group stock
performance. The Company did not attempt to validate the information supplied to
it other than to review it for  reasonableness.  The comparison assumes $100 was
invested  on  December  31,  1996 in Common  Stock and in each of the  foregoing
indices and assumes reinvestment of dividends, if any.

                               [GRAPHIC OMITTED]


                                       13
<PAGE>

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  certain   information   concerning  the
beneficial  ownership (as determined pursuant to Rule 13d-3 of the Exchange Act)
of Common Stock and the Company's  Series A Preferred Stock as of April 22, 2002
(the  "Record  Date")  by (i)  each  person  who is  known  to  the  Company  to
beneficially  own more than 5% of the outstanding  shares of Common Stock or the
outstanding  shares of Series A  Preferred  Stock and their  address,  (ii) each
Executive Officer and director,  and (iii) all Executive  Officers and directors
as a group.

<TABLE>
<CAPTION>
                                                                                  Series A Preferred
                       Name                               Common Stock(1)               Stock(1)
                       ----                               ---------------               --------
                                                       Shares       Percentage     Shares     Percentage
                                                       ------       ----------     ------     ----------
<S>                                                  <C>              <C>         <C>           <C>
     Victoria and Eagle Strategic Fund(2)(3)         2,390,885        16.72%      130,233

     Niklaus F. Zenger(3)(4)                         2,068,560        14.05%      195,351       100.00%

     George K. Broady(5)                             1,741,487        12.11%           --           --

     Dimensional Fund Advisors, Inc.(6)                898,500         6.41%           --           --

     Becker Capital Management, Inc.(7)                657,800         4.69%           --           --

     Bryan C. W. Tate(8)                                41,934            *            --           --

     Peter D. Beare(9)                                  14,800            *            --           --

     Wendy S. Diddell(10)                               18,800            *            --           --

     Chris T. Sharng                                     1,000            *            --           --

     Gerard Codeluppi                                       --           --            --           --

     Michael Morris                                         --           --            --           --

     Alastair J. A. B. Gunning                              --                         --           --

     All current executive officers and directors
     as a group (9 persons)(11)                      2,736,581        18.47%      195,351        100.0%
</TABLE>

(*)  Less than 1 percent

(1)  Except as otherwise indicated,  the persons named in the table possess sole
     voting  and   investment   power  with  respect  to  all  shares  shown  as
     beneficially owned.

(2)  The address for Victoria and Eagle Strategic Fund, a Cayman Islands Company
     ("VESF"),  is c/o Victoria and Eagle Asset  Management S.A. - via Nassa 33,
     Lugano,  Switzerland.  All information regarding VESF in the above table is
     based on an Amended  Schedule  13D jointly  filed by VESF,  Niklaus  Zenger
     ("Mr. Zenger") and Mr. Zenger's spouse, Myriam Hernandez ("Ms.  Hernandez")
     with the  Securities  and Exchange  Commission  (the "SEC") in January 2002
     (the  "Amended  13D").  According  to the Amended  13D,  VESF's  beneficial
     ownership  consists of  2,120,000  shares of Common Stock owned by VESF and
     270,885  shares of Common Stock  issuable  upon  conversion  of the 130,233
     shares of Series A Preferred Stock owned by VESF.

(3)  According  to the  Amended  13D,  VESF  owns  130,233  shares  of  Series A
     Preferred  Stock,  Niklaus F. Zenger ("Mr.  Zenger")  owns 32,559 shares of
     Series A Preferred  Stock,  and Myriam  Hernandez  ("Ms.  Hernandez")  owns
     32,559  shares of Series A  Preferred  Stock,  but Mr.  Zenger is deemed to
     beneficially  own all of such  shares of Series A Preferred  Stock  because
     both VESF and Ms.  Hernandez  have  granted Mr.  Zenger the right,  for six
     months, to vote all of the shares of Series A Preferred Stock owned by VESF
     and Ms. Hernandez. The table above therefore lists 130,233 shares of Series
     A Preferred  Stock as being  beneficially  owned by VESF and lists  195,351
     shares  (which  share  amount  includes  the  130,233  shares  of  Series A
     Preferred  Stock  owned  by  VESF) of  Series  A  Preferred  Stock as being
     beneficially owned by Mr. Zenger. There are only 195,351 shares of Series A
     Preferred  Stock  outstanding.  Each share of Series A Preferred  Stock has
     16.667 votes on all matters  submitted to a vote of the  stockholders.  All
     information regarding Mr. Zenger in the above table is based on the Amended
     13D.


                                       14
<PAGE>

(4)  Mr. Zenger's address is Kanalstrasse 31 Glattbrugg,  Switzerland. According
     to the Amended 13D, Mr. Zenger's  beneficial  ownership  consists of 17,700
     shares of Common Stock owned by Mr. Zenger,  293,879 shares of Common Stock
     Mr. Zenger is entitled to purchase,  1,150,000 shares of Common Stock owned
     by Mr.  Broady that Mr.  Zenger is  entitled  to vote for six  months,  and
     406,981  shares of Common Stock  issuable  upon  conversion  of the 195,351
     shares of Series A  Preferred  Stock.  According  to the Amended  13D,  Mr.
     Zenger  directly owns 32,559 shares of the Series A Preferred Stock and has
     the right to vote,  for six  months,  32,559  shares of Series A  Preferred
     Stock owned by Ms. Hernandez and 130,233 shares of Series A Preferred Stock
     owned by VESF. All  information  regarding Mr. Zenger in the above table is
     based on the Amended 13D. Each share of Series A Preferred Stock has 16.667
     votes on all  matters  submitted  to a vote of  Stockholders.  Through  the
     proxies  executed by VESF,  Mr.  Broady and Ms.  Hernandez  and through his
     ownership  of Common  Stock and Series A  Preferred  Stock,  Mr.  Zenger is
     currently  entitled to 6,743,615  votes of the maximum of 17,282,403  votes
     entitled  to be cast at the Meeting and  therefore  controls  approximately
     39.02% of the Company's voting power.

(5)  Mr.  Broady's  address  is c/o  Ultrak,  Inc.,  1301  Waters  Ridge  Drive,
     Lewisville,  Texas  75057.  Includes  options to purchase an  aggregate  of
     149,084  shares  exercisable  within 60 days of the Record Date and 200,000
     shares that may be acquired upon exercise of outstanding warrants.

(6)  The address for  Dimensional  Fund  Advisors,  Inc.  ("DFAI") is 1299 Ocean
     Avenue,  11th  Floor,  Santa  Monica,  California  90401.  All  information
     regarding  DFAI is based on a  Schedule  13G  filed by DFAI with the SEC in
     February 2002.

(7)  The address for Becker Capital  Management,  Inc. ("BCMI") is 1211 SW Fifth
     Avenue,  Suite  2185,  Portland,  Oregon,  97204.  BCMI owned  4.69% of the
     outstanding  Common Stock as of the Record Date. BCMI reported owning 5.63%
     of the outstanding Common Stock in February 2002. All information regarding
     BCMI is based on a Schedule 13G filed by BCMI with the SEC in February 2002
     (other than the Company's  calculation  of BCMI's  percentage of beneficial
     ownership as of the Record Date  assuming  BCMI still owned the same number
     of shares of Common Stock as reported in the Schedule 13G).

(8)  Includes 34,600 shares held by Digitel Corporation,  a corporation of which
     Mr. Tate is a majority shareholder.

(9)  Comprised  of  14,800  shares  issuable  upon  exercise  of  stock  options
     exercisable within 60 days of the Record Date.

(10) Includes 17,800 shares issuable upon exercise of stock options  exercisable
     within 60 days of the Record Date.

(11) Includes  options to purchase an  aggregate of 281,684  shares  exercisable
     within 60 days of the Record Date, 200,000 shares that may be acquired upon
     exercise  of  outstanding   warrants  and  includes  the  1,150,000  shares
     beneficially owned by both Mr. Zenger and Mr. Broady only once.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Compensation  Committee reviewed the Company's  investment in Detection
Systems,  Inc.  ("DSI") at a meeting held on August 20,  1999,  and it was noted
that the  Company's  investment in DSI was due to the review and analysis of DSI
by George K. Broady,  the  Company's  Chairman of the Board and Chief  Executive
Officer ("Mr. Broady"). Investment banking fees, success fees, and other similar
fees payable to someone who identifies a successful  business  opportunity  were
discussed  and it was noted that Mr.  Broady could have made the DSI  investment
through  other means.  The  Compensation  Committee  determined  that Mr. Broady
deserved compensation if the investment in DSI proved profitable for the Company
and approved a resolution which provided,  upon a sale of the Company's stock in
DSI, for the Company to pay Mr.  Broady a cash bonus equal to ten percent  (10%)
of an amount equal to the Company's net pre-tax  profit on the investment in DSI
with the Company's interest costs or carrying charges in connection with the DSI
investment  being deducted in calculating the Company's net pre-tax  profit.  On
January 12,  2001,  the Company  accepted an offer to tender its 21% interest in
DSI and received  proceeds  from the sale in January 2001 and paid Mr.  Broady a
cash bonus in connection  therewith of $770,000 in January 2001. Such cash bonus
to Mr. Broady is disclosed in the Summary Compensation Table.

     In December 2001, Ultrak Operating,  L.P., an affiliate of the Company (the
"Seller"),  executed and  consummated a Contract of Sale conveying the Company's
Lewisville, Texas headquarters (the "Property") to Briarwood Waters Ridge, L.P.,
an entity  unaffiliated with the Company (the "Buyer").  In connection with such
transaction, a Lease Agreement (the "Lease Agreement"), was executed between the
Seller and the Buyer whereby the Seller leased the Property from the Buyer for a
period of thirty (30) months.  The Buyer  required  that.  Mr. Broady  execute a
Guaranty in connection with the transactions (the "Broady Guaranty") whereby Mr.
Broady guaranteed, among other things, certain of the lease payments pursuant to
the Lease  Agreement.  As  consideration  for Mr.  Broady  executing  the Broady
Guaranty, the Company executed a Guaranty Reimbursement  Agreement and a Warrant
Agreement with Mr. Broady. The Guaranty Reimbursement Agreement provides,  among
other things,  that the Company will indemnify and hold Mr. Broady harmless from
any  liability  under the Broady  Guaranty.  The Warrant  Agreement  granted Mr.
Broady  warrants  (the "Broady  Warrants") to acquire  200,000  shares of Common
Stock at a price per share of $1.64 for three (3) years  (the price of $1.64 per
share was a 15% premium to the then  market  price).  Additionally,  because the
Broady  Warrants  cause Mr.  Broady to be subject to additional  federal  income
taxes, the Guaranty Reimbursement  Agreement provides that the Company shall pay
such taxes for Mr.  Broady and pay Mr.  Broady  such  additional  amounts as are
necessary to reimburse Mr. Broady for the cost of the taxes.


                                       15
<PAGE>

     After the Board determined in the summer of 2001 that the Company needed to
raise additional capital,  the Company explored a variety of ways to obtain such
additional capital. The Board concluded that a private placement of Common Stock
for  up  to  $5,000,000   should  be  consummated.   After  exploring   numerous
alternatives,  the Board  ultimately for determined that a private  placement of
Common  Stock to Niklaus  F.  Zenger  ("Mr.  Zenger")  was the best  alternative
available to the  Company.  On September  27, 2001, a Stock  Purchase  Agreement
between  the Company  and Mr.  Zenger was  executed  and Mr.  Zenger  ultimately
purchased  2,337,700  shares of Common  Stock  for  $4,441,630.  The sale to Mr.
Zenger was substantially the maximum number of shares of Common Stock that could
be sold without Stockholder approval under applicable NASDAQ rules. At a special
Stockholders'  meeting held on November 30, 2001 (the  "Special  Meeting"),  the
Stockholders  approved the terms of the Stock Purchase Agreement and the sale of
an additional 293,879 shares to Mr. Zenger for $558,370. The sale by the Company
of the additional 293,879 shares has not been consummated.

     On October 23, 2001,  Mr. Broady and Mr. Zenger  executed a Share  Purchase
Agreement (the "Preferred Stock Agreement")  regarding the sale by Mr. Broady to
Mr.  Zenger of all 195,351  shares  (the  "Preferred  Shares") of the  Company's
Series A Preferred Stock owned by Mr. Broady. The Preferred Stock Agreement also
granted Mr. Zenger the right to vote  1,150,000  shares of Common Stock owned by
Mr.  Broady for a period  ending six months  from the  closing of the  Preferred
Stock Agreement. The sale of the Preferred Shares to Mr. Zenger and the grant to
Mr. Zenger of the right to vote Mr.  Broady's  1,150,000  shares of Common Stock
was  approved by the  Stockholders  at the  Special  Meeting.  The  transactions
contemplated by the Preferred Stock Agreement closed on January 16, 2002.

     The Preferred  Shares are convertible  into 406,981 shares of Common Stock.
Each  Preferred  Share  entitles  the  holder  to  16.667  votes on all  matters
submitted  to a  vote  of  the  Stockholders.  The  Preferred  Shares  therefore
represent 3,255,915 votes on all matters submitted to the Stockholders.

     On January 28, 2002,  Victoria & Eagle  Strategic  Fund,  a Cayman  Islands
company ("VESF"),  Mr. Zenger and Myriam Hernandez,  Mr. Zenger's wife, filed an
amended Schedule 13D (the "Schedule  13D").  According to the Schedule 13D, VESF
is  an   international   asset   management  group  whose  primary  business  is
strategically  investing in foreign markets to achieve long-term capital growth.
In the Schedule 13D, VESF  reported  that it had privately  purchased  2,120,000
shares of Common Stock from Mr. Zenger.  The Schedule 13D also reported that Mr.
Zenger and VESF executed a Voting Rights Agreement pursuant to which VESF agreed
to transfer  the voting  rights to the  2,120,000  shares of Common Stock to Mr.
Zenger in exchange for Mr. Zenger's commitment to vote such shares in accordance
with  instructions  received  from VESF.  VESF also reported in the Schedule 13D
that it had  agreed to execute  and  deliver a voting  proxy for such  shares in
favor of Mr. Zenger or any party designated by Mr. Zenger.

Change In Control; Changes in the Board

     In August 2001 and September 2001, Mal Gudis,  Chuck Neal and Robert Sexton
resigned from the Board. Messrs. Gunning, Harnisch, and Tate were elected to the
Board as their  replacements.  Peter Beare and Vince Broady separately  resigned
from the Board in 2002.

     As a result of the various  transactions  described  above,  Mr.  Zenger is
entitled to 6,743,615  votes of the maximum of 17,282,503  votes  entitled to be
cast at a stockholders'  meeting (if all stockholders  were to vote in person or
by proxy) and therefore  controls  approximately  39.02% of the Company's voting
power at a stockholders' meeting. The Company reported on a Form 8-K filing with
the SEC that Mr. Zenger had obtained control of the Company from Mr. Broady.

     After Mr. Zenger obtained control of the Company through the acquisition of
the voting rights described  above, he initially  requested that Ronald Harnisch
and Bryan Tate resign from the Board and that Messrs.  Zenger,  Michael  Morris,
and  Gerard  Codeluppi  be  elected  to the  Board.  The  Board  had  previously
investigated  Mr.  Zenger and, in light of his  significant  voting stake in the
Company and his business experience,  determined that it was appropriate that he
be  elected to the Board.  In March  2002 Mr.  Zenger was  elected to the Board.
Following  interviews of Messrs.  Codeluppi and Morris and background  checks on
both by third parties at the Company's request,  both were elected to the Board.
Mr.  Harnisch  subsequently  resigned from the Board in April 2002. Mr. Tate was
asked to remain on the Board and has agreed to continue to serve on the Board.


                                       16
<PAGE>

               Report of Independent Certified Public Accountants

Board of Directors and Stockholders
Ultrak, Inc.

We have audited the accompanying consolidated balance sheets of Ultrak, Inc. and
Subsidiaries  as of  December  31, 2001 and 2000,  and the related  consolidated
statements of operations,  stockholders'  equity, and cash flows for each of the
three years in the period ended December 31, 2001.  These  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Ultrak, Inc. and
Subsidiaries as of December 31, 2001 and 2000, and the  consolidated  results of
their operations and their  consolidated  cash flows for each of the three years
in the period ended December 31, 2001, in conformity with accounting  principles
generally accepted in the United States of America.


GRANT THORNTON LLP

Dallas, Texas
March 1, 2002, except for Note D as to which
the date is April 11, 2002


                                       17
<PAGE>

NOTE D - FINANCING ARRANGEMENTS

Line of Credit

     At  December  31, 2001 and 2000,  the  Company had $15.0  million and $35.4
million  outstanding,  respectively,  under a credit facility.  During the first
quarter of 2001,  the credit  facility  was  reduced  from $45  million to $30.0
million.  The facility  provides for interest payable  quarterly at prime plus a
range of 0.00% to 0.75% or LIBOR  plus a range of 2.25% to 2.75%,  depending  on
the leverage ratio, as defined,  for the quarter.  The credit facility  contains
certain  restrictive   financial  and  operational   covenants  and  conditions,
including a maximum  leverage  ratio, a debt service ratio and minimum net worth
amounts. The Company pays a monthly unused fee of .375% per annum and borrowings
are  collateralized by substantially all assets of the Company.  At December 31,
2001,  the Company was in violation of certain loan  covenants  and the interest
rate was increased to the base rate plus 3.25%, or 8%.

     In February  2002, an amendment  (the "Eighth  Amendment") to the Company's
credit  facility was signed at the  insistence of the lenders that increased the
interest  rate to 12%,  reduced the lending  commitment  from $30 million to $20
million,  and shortened the termination date of the facility from March 31, 2002
to February 28, 2002. The Eighth  Amendment also waived certain alleged defaults
by the Company under the loan  covenants and provided for the payment of certain
fees,  including fees which the Company believes gave it the right to extend the
termination date of the facility back to March 31, 2002.

     Subsequently,  in March 2002, the lenders declared the outstanding  balance
of the loan to be due, refused to advance funds under the credit  facility,  and
reserved  the right to commence  foreclosure  if the loan is not repaid by April
30, 2002.

     On April 19, 2002, the Company signed a three-year,  $15 million  revolving
credit  facility with The Frost National Bank, a national  banking  association,
doing business as Frost Capital Group and formerly  known as Creekwood  Capital.
This new  financing  arrangement  will  serve as  Ultrak's  main line of credit,
paying off its indebtedness to its previous lenders, while permitting sufficient
financial  support  for  Ultrak's  working  capital  needs.  As part of this new
arrangement,  Ultrak  significantly  reduces  its overall  interest  expense and
related  costs.  The Frost  arrangement  also  frees up  Ultrak's  international
divisions  to secure  localized  lines of  credit,  further  enhancing  Ultrak's
financial flexibility to pursue growth opportunities.

     The Company  received during the week of April 8, 2002 a federal income tax
refund of approximately $6.3 million from the Job Creation and Worker Assistance
Act of 2002,  signed into law March 9, 2002. This statute allowed the Company to
carry  back its  2001  net  operating  losses  to the  1996 and 1997 tax  years,
permitting a refund of federal income taxes previously paid for those years. The
act  extended the carry back period on net  operating  losses to five years from
two years for losses arising in tax years ending in 2001 and 2002.

Financing Obligation

     During 1998,  the Company's  Worldwide  Corporate  headquarters  located in
Lewisville,  Texas was built.  Through December 31, 2000, the Company leased its
facility  under a synthetic  lease  classified for book purposes as an operating
lease.  In January  2001,  the Company  terminated  its lease and  purchased its
corporate headquarters facility from the lessor for $11.5 million.

     In December  2001,  the building and the  surrounding 14 acres of land were
sold to  Briarwood  Capital  Corporation  for $6.6  million.  The  Company  will
leaseback  the building and land at a cost of $60,000 per month for a term of 30
months  beginning in January 2002.  The lease includes an option to purchase the
building and land for $6.9 million at the end of 24 months.

     Accordingly,  this  transaction  has  been  accounted  for  as a  financing
transaction.  The Company has recorded the proceeds from the sale as a financing
obligation,  classified the lease payments as interest  expense and continues to
carry the land and building on its books and record depreciation. The difference
between the net book value and sales proceeds, which totals $4,466,000, has been
recorded in the accompanying statements of operations as an asset impairment.


                                       18
<PAGE>

     In connection with the financing transaction,  the Company granted warrants
to  purchase  200,000  shares of the  Company's  common  stock to the  Company's
Chairman  and Chief  Executive  Officer,  who  provided  personal  guarantee  to
Briarwood  Capital to  facilitate  the  transaction.  Additionally,  the Company
granted  warrants to purchase  100,000  shares of the Company's  common stock to
Briarwood Capital Corporation. See Note E regarding details of the warrants.

Other Debt

     The  Company has other  financing  arrangements  ($0.4  million) in Belgium
which consist of various term loans  collateralized  by automobiles and computer
software. These loans have been classified as current liabilities as a result of
management's  decision to withdraw  from  Belgium and their  intention  to repay
these obligations.

     The  Company  has  overdraft  facility   agreements  for  certain  European
subsidiaries  up to $1.8  million.  At December 31, 2001,  there is $0.4 million
outstanding under these agreements.

Interest Rate Swap

     At December  31, 2001,  the Company has an interest  rate swap to limit the
effect of  increases  in interest  rates.  The swap has a notional  amount of $5
million and expires  February 2004. The effect of this agreement is to limit the
Company's  interest  rate  exposure by fixing the  interest  rate at 6.485%.  At
December  31,  2001,  the swap had a fair value of  $194,000  and is included in
other current liabilities.


                                       19
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the  undersigned,  thereunto duly authorized on the 30th day of April,
2002.

                                        ULTRAK, INC.

                                        By /s/ George K. Broady
                                           -------------------------------------
                                           George K. Broady
                                           Chairman and Chief Executive
                                           Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          NAME                                 TITLE                               DATE
          ----                                 -----                               ----
<S>                             <C>                                          <C>
/s/ George K Broady             Chairman of the Board and Chief
----------------------------    Executive Officer
George K Broady                 (Principal Executive Officer)                April 30, 2002

/s/ Chris Sharng                Senior Vice President-Finance, Secretary,    April 30, 2002
----------------------------    Treasurer and Chief Financial Officer
Chris Sharng                    (Principal Financial and Accounting
                                Officer)

/s/ Alastair J.A.B. Gunning     Director                                     April 30, 2002
----------------------------
Alastair J.A.B. Gunning

/s/ Bryan C W Tate              Director                                     April 30, 2002
----------------------------
Bryan C Tate

/s/ Michael G Morris            Director                                     April 30, 2002
----------------------------
Michael G Morris

/s/ Gerard Codeluppi            Director                                     April 30, 2002
----------------------------
Gerard Codeluppi

/s/ Niklaus F Zenger            Director                                     April 30, 2002
----------------------------
Niklaus F Zenger
</TABLE>


                                       20