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                                                                   EXHIBIT 10.20

                          AGREEMENT AND PLAN OF MERGER

                 This Agreement and Plan of Merger is executed as of December
20, 1995, by and between Ultrak, Inc., a Colorado corporation ("Parent"), and
Ultrak, Inc., a Delaware corporation ("Subsidiary").

                                  WITNESSETH:

                 WHEREAS, the authorized capital stock of Subsidiary consists
of 20,000,000 shares of Common Stock, $0.01 par value ("Subsidiary Common
Stock"), and 2,000,000 shares of Preferred Stock, $5.00 par value ("Subsidiary
Preferred Stock"), 195,351 shares of which have been designated Series A 12%
Cumulative Convertible Preferred Stock ("Subsidiary Series A Preferred Stock"),
of which 1,000 shares of Subsidiary Common Stock are issued and outstanding and
owned by Parent; and

                 WHEREAS, the authorized capital stock of Parent consists of
20,000,000 shares of Common Stock, no par value ("Parent Common Stock") and
2,000,000 shares of Preferred Stock, $5.00 par value ("Parent Preferred
Stock"), 195,351 shares of which have been designated Series A 12% Cumulative
Convertible Preferred Stock ("Parent Series A Preferred Stock"), of which
approximately 6,560,000 shares of Parent Common Stock and 195,351 shares of
Parent Series A Preferred Stock are issued and outstanding; and

                 WHEREAS, the respective boards of directors and shareholders
of Parent and Subsidiary deem it to be desirable and in the best interest of
the respective corporations that the two corporations merge into a single
corporation (the "Merger"), and, pursuant to resolutions duly adopted, such
boards of directors and shareholders have approved and adopted this Agreement;

                 NOW, THEREFORE, in consideration of the foregoing and of the
mutual agreements and covenants contained herein, the parties hereto agree as
follows:

                                   ARTICLE I

                 Section 1.1. In accordance with the provisions of the Colorado
Business Corporation Act and the Delaware General Corporation Law at the
Effective Time (defined below) of the Merger, Parent shall be merged into
Subsidiary, which shall be the surviving corporation (in its capacity as such
surviving corporation Subsidiary is hereinafter sometimes referred to as the
"Surviving Corporation", and Parent and Subsidiary are hereinafter sometimes
referred to collectively as the "Constituent Corporations"), and as such
Subsidiary shall continue to be governed by the laws of the State of Delaware.

                 Section 1.2. The Merger shall become effective on December 29,
1995 or such later date as the Articles of Merger, executed, adopted and
approved in accordance with the Delaware General Corporation Law, shall have
been filed with the Secretary of State of Delaware. The time when the Merger
shall become effective is herein called the "Effective Time." The actions
described above shall be conclusive evidence, for all purposes of this
Agreement, of compliance with all conditions precedent.

                 Section 1.3. Except as may otherwise be set forth herein, at
the Effective Time, the corporate existence and identity of Subsidiary, with
all its purposes, powers, franchises, privileges, rights and
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immunities shall continue under the laws of the State of Delaware, unaffected
and unimpaired by the Merger, and the corporate existence and identity of
Parent, with all its purposes, powers, franchises, privileges, rights and
immunities, shall be merged with and into Subsidiary and the Surviving
Corporation shall be vested fully therewith, and the separate corporate
existence and identity of Parent shall thereafter cease, except to the extent
continued by applicable law. At the Effective Time, the Surviving Corporation
shall have the following rights and obligations:

                                  (a)      The Surviving Corporation shall have
                 all the rights, privileges, immunities and powers, and shall
                 be subject to all of the duties and liabilities, of a
                 corporation organized under the laws of the State of Delaware.

                                  (b)      The Surviving Corporation shall
                 succeed to, without other transfer, and shall possess and
                 enjoy, all of the rights, privileges, immunities, powers,
                 purposes and franchises, of both a public and private nature,
                 of the Constituent Corporations and all property, real,
                 personal and mixed, and all debts due to either of the
                 Constituent Corporations on whatever account and all other
                 choses in action, and every other interest of or belonging to
                 either of the Constituent Corporations shall be deemed to be
                 transferred to and vested in the Surviving Corporation without
                 further act or deed, and shall thereafter be the property of
                 the Surviving Corporation as they were of the respective
                 Constituent Corporations, and the title to any real estate
                 vested by deed or otherwise in either of said Constituent
                 Corporations shall not revert or be in any way impaired by
                 reason of the Merger.

                                  (c)      The Surviving Corporation shall
                 thenceforth be responsible and liable for all debts,
                 liabilities, obligations and duties of either of the
                 Constituent Corporations, and any claim existing or action or
                 proceeding pending by or against either Constituent
                 Corporation may be prosecuted as if the Merger had not
                 occurred, or the Surviving Corporation may be substituted in
                 its place.  Neither the rights of creditors nor any liens upon
                 the property of either Constituent Corporation shall be
                 impaired by the Merger.

                 Section 1.4. If at any time the Surviving Corporation shall
deem or be advised that any further transfers, assignments, conveyances,
assurances in law or other acts or things are necessary or desirable to vest or
confirm in the Surviving Corporation the title to any property or assets of
either of the Constituent Corporations, each Constituent Corporation and its
proper officers and directors shall execute and deliver any and all such proper
transfers, assignments, conveyances and assurances in law, and shall do all
other acts and things as are necessary or proper to vest or confirm title to
such property and assets in the Surviving Corporation and to otherwise carry
out the purposes and intent of this Agreement.

                                   ARTICLE II

                 Section 2.1. The Certificate of Incorporation of Subsidiary in
effect at the Effective Time shall constitute the Articles of Incorporation of
the Surviving Corporation until amended, altered or repealed in the manner
provided by law.

                 Section 2.2. The By-Laws of Subsidiary in effect at the
Effective Time shall be the By-Laws of the Surviving Corporation, until
amended, altered or repealed.




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                 Section 2.3. The directors of Subsidiary at the Effective Time
shall be the directors of the Surviving Corporation and shall hold office in
accordance with the By-Laws of the Surviving Corporation until the next annual
meeting of shareholders of the Surviving Corporation or until their respective
successors are elected and qualified.

                 Section 2.4. The officers of Subsidiary at the Effective Time
shall be the officers of the Surviving Corporation and shall hold office
subject to the Bylaws of the Surviving Corporation.

                                 ARTICLE III

                 Section 3.1. At the Effective Time, the manner of exchanging
the outstanding Common Stock of the Constituent Corporations shall be as
follows:

                                  (a)      Each share of Parent Common Stock
                 outstanding immediately prior to the Effective Time, except
                 all shares of Parent Common Stock held by Parent in its
                 treasury, which shall be cancelled and no shares issued in
                 respect thereof, shall, at the Effective Time, by virtue of
                 the Merger and without action on the part of the holder
                 thereof, be converted into one share of the Subsidiary Common
                 Stock.

                                  (b)      Each share of Parent Series A
                 Preferred Stock outstanding immediately prior to the Effective
                 Time shall, at the Effective Time, by virtue of the Merger and
                 without action on the part of the holder thereof, be converted
                 into one share of the Subsidiary Series A Preferred Stock,
                 which is identical in all respects, including rights,
                 preferences and designations, to the Parent Series A Preferred
                 Stock.

                                  (c)      Each share of Subsidiary Common
                 Stock outstanding immediately prior to the Effective Time
                 shall, at the Effective Time, by virtue of the Merger and
                 without any action on the part of the holder thereof, be
                 cancelled and returned to the status of authorized but
                 unissued stock of the Surviving Corporation.

                                  (d)      No fractional shares of Subsidiary
                 Common Stock or Subsidiary Series A Preferred Stock and no
                 certificates or scrip certificates therefor shall be issued.

                                  (e)      All of the shares of Subsidiary
                 Common Stock and Subsidiary Series A Preferred Stock, when
                 delivered pursuant to the provisions of this Agreement, shall
                 be validly issued, fully paid and nonassessable.

                                  (f)      If any stock certificate evidencing
                 shares of Subsidiary Common Stock and/or Subsidiary Series A
                 Preferred Stock is requested to be issued in a name other than
                 that in which the surrendered Parent stock certificate is
                 registered, it shall be a condition of such issuance that the
                 surrendered stock certificate shall be properly endorsed in
                 blank or otherwise in proper form for transfer and that the
                 person requesting such exchange pay to the Surviving
                 Corporation any applicable transfer or other taxes or
                 establish to the satisfaction of the Surviving Corporation
                 that any such tax has been paid or is not payable.




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                                   ARTICLE IV

                 Section 4.1. This Agreement may be executed by the parties
hereto in counterparts, each of which when so executed and delivered shall be
an original, but all of which shall constitute one instrument.

                 Section 4.2. Subject to applicable law, this Agreement may be
amended, modified or supplemented only by written agreement of Parent and
Subsidiary at any time prior to the Effective Time.

                 Section 4.3. This Agreement may be terminated at any time
prior to the Effective Time by mutual agreement of the parties hereto.

                 IN WITNESS WHEREOF, each of the Constituent Corporations has
caused this Agreement to be executed on its behalf by its respective officers
hereunto duly authorized as of the date first above written.

                                                  ULTRAK, INC.
                                                  a Colorado corporation

                                                  By: /s/ GEORGE K. BROADY
                                                     ---------------------------
                                                     George K. Broady, President

                                                  ULTRAK, INC.,
                                                  a Delaware corporation

                                                  By: /s/ GEORGE K. BROADY
                                                     ---------------------------
                                                     George K. Broady, President




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