<PAGE>
                                                                 EXHIBIT 10.40

                         ACCESS CONTROL SUPPLY AGREEMENT


         This Access Control Supply Agreement (the "Agreement") is made and
executed this 20th day of December, 2002 between Ultrak Operating, L.P.,
("Supplier") a Texas limited partnership, whose principal office is located in
Lewisville, Texas and Pittway Corporation ("Purchaser"), a Delaware corporation
and a wholly-owned subsidiary of Honeywell International Inc., a Delaware
corporation ("Honeywell"), a Delaware corporation whose principal office is
located in Morristown, New Jersey.

                                    RECITALS

A.       Supplier is engaged in the business of designing, manufacturing,
         selling and distributing access control systems.

B.       Pursuant to this Agreement, Purchaser desires to purchase certain
         Products (as defined in Section 2 of this Agreement) and Supplier has
         agreed to sell Purchaser the Products.

                                    AGREEMENT

         In consideration of the mutual agreements and acknowledgment herein
made, the parties agree as follows:

         1.       RIGHTS GRANTED. Upon the terms and conditions set forth
                  herein, Purchaser may purchase the Products and Supplier
                  agrees to sell the Products to Purchaser. Supplier hereby
                  grants to Purchaser the non-exclusive right upon the terms and
                  conditions herein contained to purchase inventory, promote and
                  resell the Products in the Non-U.S. Jurisdictions (as defined
                  in the Asset Purchase Agreement dated August 8 2002 among
                  Honeywell, Supplier and the other parties thereto, as amended
                  to date).

                  This Agreement is effective from the date hereof and shall
                  continue for an initial period of twenty-four (24) months.
                  Upon the written consent of Purchaser and Supplier given at
                  least ninety (90) days prior to the end of the then-applicable
                  period, this Agreement shall renew for successive one (1) year
                  periods. The initial period and all renewal periods shall be
                  referred to as the "Term" of this Agreement.

         2.       PRODUCTS. As used herein the term Supplier's products shall
                  mean those which are expressly identified in Exhibit A,
                  attached hereto and made a part hereof, together with those
                  new or additional products that Supplier and Purchaser may
                  expressly add in writing to this Agreement from time to time
                  ("Products").

         3.       PAYMENT. Purchaser shall make payment to Supplier for Products
                  within 30 days after shipment in United States dollars by wire
                  transfer or check written upon a United States money center
                  bank subject to collection; provided, however, in the event
                  Purchaser shall fail to honor such payment terms with respect
                  to any



ACCESS CONTROL SUPPLY AGREEMENT - PAGE 1
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                  shipment by Supplier, Supplier may thereafter sell upon such
                  shorter or other payment terms, including shipment against
                  letter of credit, consistent with Supplier's credit practices
                  then in effect.

         4.       TERMS OF SALE.

                  a.       The price Supplier charges to Purchaser shall be the
                           price Supplier may establish, from time to time, on
                           Supplier's international distributor price list.
                           Price lists shall be provided to Purchaser and the
                           price list in effect at the time the Products are
                           shipped shall control.

                  b.       Supplier shall use commercially reasonable efforts
                           consistent with Supplier's practices for its other
                           significant customers to promptly deliver Products to
                           Purchaser in accordance with the terms of the
                           applicable purchase order. Shipment of such Products
                           will be made to Purchaser, to the extent commercially
                           reasonable, from Supplier's nearest source of such
                           Products.

                  c.       Supplier shall effect shipments by any ground
                           transportation, vessel or airfreight of any flag at
                           any port or airport in the country of Supplier's
                           plant point of shipment. The delivery terms for all
                           shipments shall be FOB Supplier's plant point of
                           shipment (as defined in the Uniform Commercial Code
                           of the State of Delaware). Title to and risk of loss
                           or damage to all or any part of the Products shall
                           pass to Purchaser upon delivery of the Products to
                           the carrier for shipment.

                  d.       All costs of shipping, transporting and/or insuring
                           the Products, including all applicable stamp, duties,
                           tariffs and similar import and export charges, and
                           all sales and use taxes, VAT and any other transfer
                           taxes, shall be paid by Purchaser.

                  e.       Supplier shall be responsible for all franchise,
                           income and similar taxes imposed on or assessed to
                           Supplier as a result of fulfillment of its
                           obligations under this Agreement.

                  f.       Upon arrival of the Products to the point of
                           destination, Purchaser shall inspect Products under
                           such shipment. Claims for shortages, incorrect
                           materials or invoicing errors must be made by
                           Purchaser to Supplier within fifteen (15) days of the
                           arrival of the Products to the point of destination.
                           In the event of any such shortages, incorrect
                           materials or invoicing errors, Purchaser shall follow
                           the procedure set forth on Exhibit B attached hereto
                           and shall be limited to the remedies set forth on
                           Exhibit B.

                  g.       Any term or condition in a purchase order which
                           contradicts this Agreement shall be void and the
                           provisions of this Agreement shall control.

ACCESS CONTROL SUPPLY AGREEMENT - PAGE 2

<PAGE>

         5.       MARKETING. Purchaser shall not make any warranties or
                  representations whatsoever concerning the Products in
                  connection with the marketing or sale of Products or any with
                  respect to any product or service containing or utilizing the
                  Products, except those (a) made in writing by Supplier, or (b)
                  which are authorized in writing by Supplier to be made by
                  Purchaser.

         6.       WARRANTY POLICIES.

                  a.       Supplier shall grant to Purchaser a limited warranty
                           in accordance with its customary product warranty
                           policies in effect as of the day a Product is shipped
                           to Purchaser (the "Limited Warranty").

                  b.       Purchaser shall be entitled to offer, as an exclusive
                           limited warranty to Purchaser's customers, the
                           Limited Warranty. Purchaser covenants and agrees not
                           to make or offer any other warranty with respect to
                           Products unless Purchaser retains full responsibility
                           for such additional warranty.

                  c.       EXCEPT FOR ANY LIMITED WARRANTY TO BE GRANTED IN
                           ACCORDANCE WITH SUPPLIER'S CUSTOMARY PRODUCT WARRANTY
                           POLICIES IN EFFECT AS OF THE DAY A PRODUCT IS SHIPPED
                           TO PURCHASER, SUPPLIER SHALL NOT, AND DOES NOT, GRANT
                           ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE
                           OR OTHERWISE, REGARDING THE PRODUCTS, THE FITNESS FOR
                           ANY PURPOSE, THE QUALITY, THE MERCHANTABILITY, OR
                           OTHERWISE AND DISCLAIMS ANY LIABILITY WITH RESPECT TO
                           THE PRODUCTS.

                  d.       In the event a Product under the Limited Warranty is
                           found to be defective by the Purchaser, Purchaser
                           shall follow the procedures shown in Exhibit B for
                           return or replacement of the defective Product, which
                           shall serve as Purchaser's exclusive remedy.

                  e.       LIABILITY OF EACH PARTY IN CONNECTION WITH THIS
                           AGREEMENT SHALL BE LIMITED TO THE RECOVERY OF DIRECT
                           DAMAGES, AND NEITHER PARTY SHALL BE LIABLE TO THE
                           OTHER PARTY OR ANY PERSON OR ENTITY FOR ANY INDIRECT,
                           SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR
                           CONSEQUENTIAL DAMAGES, ANY DAMAGES RESULTING FROM
                           LOSS OF GOODWILL, ANY PENALTIES OF ANY KIND, ANY LOSS
                           OF PROFITS OR ANY OTHER ECONOMIC LOSS, WHETHER OR NOT
                           FORESEEABLE, TO ANY PERSON, PROPERTY OR ENTITY, IN
                           CONNECTION WITH OR ARISING OUT OF THE FURNISHING,
                           PERFORMANCE OR USE OF THE PRODUCTS, WHETHER GROUNDED
                           IN CONTRACT, TORT (INCLUDING

ACCESS CONTROL SUPPLY AGREEMENT - PAGE 3



<PAGE>

                           NEGLIGENCE), ANY THEORY OF STRICT LIABILITY OR
                           OTHERWISE. A PARTY'S LIABILITY ON ANY CLAIM, WHETHER
                           GROUNDED IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
                           ANY THEORY OF STRICT LIABILITY OR OTHERWISE, OF ANY
                           KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN
                           CONNECTION WITH OR RESULTING FROM THIS AGREEMENT OR
                           THE PERFORMANCE OR BREACH HEREOF OR THE PRODUCTS OR
                           THEIR PERFORMANCE OR USE IS LIMITED SOLELY AND
                           EXCLUSIVELY TO THE REMEDIES PROVIDED IN THIS
                           AGREEMENT AND NO OTHER RIGHT OR REMEDY WILL BE
                           AVAILABLE TO ANY PERSON OR ENTITY. FOR PURPOSES OF
                           CLARIFICATION, THE PARTIES ACKNOWLEDGE AND AGREE THAT
                           IN THE CASE OF INDEMNIFICATION FOR ANY THIRD PARTY
                           CLAIMS UNDER THIS AGREEMENT, DIRECT DAMAGES SHALL
                           INCLUDE ALL AMOUNTS PAYABLE IN SETTLEMENT OF SUCH
                           CLAIM OR TO SATISFY A FINAL JUDGMENT ENTERED THEREON.

         7.       PROCESSING OF ORDERS. Purchaser shall deliver to Supplier on
                  or before the first day of each calendar quarter during the
                  Term a nonbonding forecast of the quantity and description of
                  Products anticipated to be required by Purchaser during such
                  calendar quarter.

                  (i) Orders in the Ordinary Course. Purchaser's orders in the
                  ordinary course of business for Products shall be filled
                  (generally from inventory) consistent with Supplier's
                  customary business practices. If Purchaser delivers to
                  Supplier a written purchase order (including via electronic
                  transmission) in the ordinary course of business for Products,
                  such order will be deemed to be rejected by Supplier if
                  Supplier fails to respond to Purchaser by either filling the
                  order or confirming in writing within five (5) business days
                  after receipt of such order a reasonable delivery time
                  schedule.

                  (ii) Orders Outside the Ordinary Course. Supplier and
                  Purchaser shall cooperate with each other to coordinate
                  delivery time schedules with respect to orders outside the
                  ordinary course of business (generally involving large
                  projects or contracts).

         8.       RELATIONSHIP OF THE PARTIES The relationship of the parties to
                  this Agreement shall be that of independent contractors and
                  not as employees, agents, representatives or partners.

         9.       MISCELLANEOUS PROVISIONS.

                  a.       All notices, requests, demands and other
                           communications under this Agreement must be in
                           writing and will be deemed to have been duly given or
                           made as follows: (a) if sent by registered or
                           certified mail in the United States return receipt
                           requested, upon receipt; (b) if sent by reputable



ACCESS CONTROL SUPPLY AGREEMENT - PAGE 4



<PAGE>

                           overnight air courier two (2) business days after
                           mailing; (c) if sent by facsimile transmission, with
                           a copy mailed on the same day in the manner provided
                           in (a) or (b) above, when transmitted and receipt is
                           confirmed by telephone; or (d) if otherwise actually
                           personally delivered, when delivered, and shall be
                           delivered as follows:

                           To Purchaser,

                           Honeywell International Inc.
                           Security & Fire Solutions
                           165 Eileen Way
                           Syosset, New York  11791
                           Attention:  Ed Freeman
                           Facsimile: (516) 364-5344

                           with a copy to:

                           Honeywell International Inc.
                           Security & Fire Solutions
                           165 Eileen Way
                           Syosset, New York  11791
                           Attention:  General Counsel
                           Facsimile: (516) 364-5344

                           To Supplier:

                           Ultrak Operating L.P.
                           1301 Waters Ridge Drive
                           Lewisville, Texas  75057
                           Attention:  General Counsel
                           Facsimile: (972) 353-6654

                  b.       For purposes of this Agreement, "Affiliate" shall
                           mean any other Person that directly or indirectly
                           controls, is controlled by, or is under common
                           control with, another Person. The terms "controlled
                           by" and "under common control with" mean the
                           possession, directly or indirectly, of the power to
                           direct or cause the direction of the management
                           policies of a Person, whether through the ownership
                           of voting securities, by contract or credit
                           arrangement, as trustee or executor, or otherwise.
                           The term "Person" means any natural person, firm,
                           limited liability company, general partnership,
                           limited partnership, joint venture, association,
                           corporation, trust, governmental authority or other
                           entity.

                  c.       Neither Supplier nor Purchaser shall divulge to a
                           third party any confidential or proprietary
                           information of the other that may have become known
                           as a result of the performance of this Agreement.
                           This confidentiality obligation shall continue for a
                           period of five (5) years after



ACCESS CONTROL SUPPLY AGREEMENT - PAGE 5
<PAGE>

                           termination of this Agreement. Supplier acknowledges
                           that Purchaser is engaged in the access control
                           business, and Supplier will use commercially
                           reasonable efforts to limit access to such
                           confidential or proprietary information to Supplier's
                           employees and others who need to know for purposes of
                           filling orders. Nothing in this Agreement shall be
                           construed to restrict in any manner Purchaser's
                           ability to engage in the access control business.
                           Purchaser shall not modify, translate, reverse
                           engineer, decompile, dissassemble, or create
                           derivative works of Products supplied under this
                           Agreement.

                  d.       If under any applicable and binding law or rule of
                           any applicable jurisdiction, any provision of this
                           Agreement is held to be invalid or unenforceable, the
                           invalid or enforceable provision, or any portion
                           thereof, shall be modified to the extent required to
                           be valid and enforceable and the remaining provisions
                           of this Agreement will continue to be given full
                           force and effect.

                  e.       This Agreement, all purchase orders and all notices
                           required or given hereunder or in connection with
                           this Agreement shall be in the English language. No
                           translation into other language shall be taken into
                           consideration in the interpretation of this Agreement
                           and the binding version of all of the foregoing shall
                           be the English version.

                  f.       This Agreement may be executed in counterparts, both
                           of which will constitute one and the same instrument.

                  g.       This Agreement constitutes the entire Agreement
                           between the parties hereto with respect to the
                           subject matter hereof and supersedes all provisions,
                           negotiations, agreements and commitments in respect
                           thereto, and shall not be released, discharged,
                           changed or modified in any manner except by
                           instruments signed by duly authorized officers or
                           representatives of each of the parties hereto.

                  h.       No delay or failure of any party in exercising any
                           right, power or remedy hereunder shall operate as a
                           waiver thereof, nor shall any single or partial
                           exercise of any such right, power or remedy preclude
                           other or further exercise thereof or the exercise of
                           any other right, power or remedy.

                  i.       The provisions set forth in Sections 6, 9, 11, 12, 14
                           and 15 shall survive the termination of this
                           Agreement.

         10.      DESIGNATION OF CONTACT(s). Purchaser and Supplier each shall
                  designate a primary and secondary individual as its contact(s)
                  with the other party. All contact between the parties with
                  respect to this Agreement shall be through the designated
                  contacts. Any party may replace its contact(s) with other
                  individuals upon written notification to the other party,
                  provided that such individuals first comply with the
                  provisions of this Section 10.




ACCESS CONTROL SUPPLY AGREEMENT - PAGE 6


<PAGE>

         11.      GOVERNING LAW/VENUE. This Agreement will be construed,
                  performed and enforced in accordance with the laws of the
                  State of Delaware without giving effect to its principles or
                  rules of conflict of laws thereof to the extent such
                  principles or rules would require or permit the application of
                  the laws of another jurisdiction. The parties expressly agree
                  that the U.N. Convention on International Sales of Goods shall
                  not apply.

                  Subject to the limitations set forth in Section 12 below, the
                  parties agree that the venue for any action, injunctive
                  application or dispute determinable by a court of law arising
                  out of or relating to this Agreement shall be in the State of
                  Delaware and that the Federal and state courts therein shall
                  have exclusive jurisdiction over the subject matter of such
                  action and the parties hereto. Each of the parties hereby
                  irrevocably and unconditionally submits, for itself and its
                  property, to the exclusive jurisdiction of any Delaware State
                  court or Federal court of the United States of America sitting
                  in Delaware, and any appellate court from any thereof, in any
                  action or proceeding arising out of or relating to this
                  Agreement or the transactions contemplated by this Agreement
                  or for recognition or enforcement of any judgment relating to
                  this Agreement, and each of the parties hereby irrevocably and
                  unconditionally agrees that all claims in respect of any such
                  action or proceeding may be heard and determined in such
                  Delaware State court or, to the extent permitted by law, in
                  such Federal court. Each of the parties agrees that a final
                  judgment in any such action or proceeding will be conclusive
                  and may be enforced in other jurisdictions by suit on the
                  judgment or in any other manner provided by law.

                  Each party to this Agreement irrevocably consents to service
                  of process in the manner provided for notices in Section 9(a).
                  Nothing in this Agreement will affect the right of any party
                  to this Agreement to serve process in any other manner
                  permitted by law.

         12.      ARBITRATION. Supplier and Purchaser shall discuss mutually and
                  make the best effort to resolve any dispute under this
                  Agreement. In the event such negotiations are not successful
                  within thirty (30) calendar days, all disputes, controversies
                  or differences which may arise between the parties hereto, out
                  of or in relation to or in connection with this Agreement, or
                  the breach thereof, shall be finally settled by arbitration.
                  Within ten (10) calendar days after receipt of written notice
                  from one party that it is submitting the matter to
                  arbitration, each party shall designate in writing one
                  arbitrator to resolve the dispute who shall, in turn, jointly
                  select a third arbitrator within twenty (20) calendar days of
                  their designation, with the third arbitrator to be selected in
                  accordance with the procedure established by the American
                  Arbitration Association. The arbitrators so designated shall
                  each be a lawyer experienced in commercial and business
                  affairs who is not an employee, consultant, officer or
                  director of any party hereto or any Affiliate of any party to
                  this Agreement and who has not received any compensation,
                  directly or indirectly, from any party hereto or any Affiliate
                  of any party to this Agreement during the two (2) year period
                  preceding the date of this Agreement. The arbitration shall be
                  governed by the rules of the American Arbitration



ACCESS CONTROL SUPPLY AGREEMENT - PAGE 7


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                  Association; provided, however, that the arbitrators shall
                  have sole discretion with regard to the admissibility of
                  evidence. The arbitrators shall use their best efforts to rule
                  on each disputed issue within thirty (30) calendar days after
                  the completion of the hearings. The determination of the
                  arbitrators as to the resolution of any dispute shall be
                  binding and conclusive upon all parties hereto. All rulings of
                  the arbitrators shall be in writing, with the reasons for the
                  ruling given, and shall be delivered to the parties hereto.
                  Each party shall pay the fees of its respective designated
                  arbitrator and its own costs and expenses of the arbitration.
                  The fees of the third arbitrator shall be paid fifty percent
                  (50%) by each of the parties. Any arbitration pursuant to this
                  Section 12 shall be conducted in Dallas, Texas. Any
                  arbitration award may be entered in and enforced by any court
                  having jurisdiction thereof and the parties hereby consent and
                  commit themselves to the jurisdiction of the courts of any
                  competent jurisdiction for purposes of the enforcement of any
                  arbitration award. Any party may seek from any court interim
                  or provisional relief that is necessary to protect the rights
                  or property of that party, pending the appointment of the
                  arbitrator or pending the arbitrator's determination of the
                  merits of the controversy. None of the parties shall be
                  required to use the foregoing procedures to enforce the
                  provisions of Section 12 of this Agreement. This Section 12
                  shall survive the signing, delivery and termination of this
                  Agreement.

         13.      FORCE MAJEURE. Supplier shall bear no responsibility or
                  liability for any losses arising out of any delay, inability
                  to perform or interruption of its performance of obligations
                  under this Agreement due to any acts or omissions of the
                  Purchaser or for events beyond its reasonable control
                  (hereinafter referred to as "Force Majeure") including,
                  without limitation, acts of God, act of governmental
                  authority, act of the public enemy or due to war, riot, flood,
                  civil commotion, insurrection, labor difficulty, severe or
                  adverse weather conditions, lack of or shortage of electrical
                  power, malfunctions of equipment or software programs or any
                  other cause beyond the reasonable control of Supplier whose
                  performance is affected by the Force Majeure event. Supplier
                  shall immediately notify the Purchaser of the onset, extent
                  and probable duration of such circumstances and if Supplier is
                  unable to remove such causes within thirty (30) days, the
                  Purchaser may, upon written notice, terminate this Agreement.

         14.      SHIPMENTS AFTER TERMINATION. The obligations of Supplier to
                  deliver and Purchaser to purchase any Product in accordance
                  with purchase orders exchanged prior to the termination of
                  this Agreement shall survive such termination of this
                  Agreement, and such purchase and sale shall occur in
                  accordance with the terms and conditions hereof.

         15.      SUCCESSORS AND ASSIGNS. This Agreement will be binding upon
                  and inure to the benefit of the parties and their respective
                  successors and permitted assigns, but will not be assignable,
                  by operation of law or otherwise, by any party without the
                  prior written consent of the other party and any purported
                  assignment or other transfer will be void and unenforceable;
                  provided, however, that the Purchaser may assign this
                  Agreement in whole or in part or any of its rights hereunder


ACCESS CONTROL SUPPLY AGREEMENT - PAGE 8


<PAGE>

                  without Supplier's consent to one or more of its Affiliates or
                  to any purchaser of Purchaser's closed circuit television
                  products business; and provided further, however, that in the
                  event Supplier shall sell or transfer the assets or business
                  of Supplier which produces the Products or sells the Products
                  to Purchaser, Supplier shall cause the buyer or transferee of
                  such assets or business to assume the obligations of Supplier
                  hereunder.



































ACCESS CONTROL SUPPLY AGREEMENT - PAGE 9

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         IN WITNESS WHEREOF the parties have executed this Agreement on the date
first set forth above.

<Table>
<S>                                   <C>
                                      SUPPLIER

                                      ULTRAK OPERATING, L.P..

                                      By:  Ultrak GP, Inc., its sole General Partner

                                           By: /s/ Chris Sharng
                                              -----------------------------------
                                              Chris Sharng, Senior Vice President
                                              Chief Financial Officer & Secretary


                                      PURCHASER

                                      PITTWAY CORPORATION

                                      By: /s/ Thomas F. Larkins
                                         ----------------------------------------
                                         Thomas F. Larkins
                                         Assistant Secretary
</Table>

























ACCESS CONTROL SUPPLY AGREEMENT

<PAGE>




                                    EXHIBIT A
                             PRODUCT AND PRICE LIST





























                                    EXHIBIT A




<PAGE>



                                    EXHIBIT B
                          PRODUCT RETURN/REPAIR POLICY

1.       Purchaser will test and confirm the defective or non-operational status
         of Products.

2.       Within fifteen (15) days or receipt, Purchaser will notify Supplier
         about any claim for shortages, incorrect materials or invoicing error,
         or the occurrence of defective or non-operational Products and request
         a "Return Authorization Number" from the Supplier for the items they
         would like to return for repair (hereinafter referred to as "RA#") or
         replacement by e-mail to the attention of the Customer Service Manager.
         This RA# is to be used for all correspondence and shipping documents
         that relate to the associated Product.

3.       Supplier will either send a replacement Product or credit the price
         after checking the contents returned under the RA#. The replacement
         Products can be shipped together with the next order shipment by
         Purchaser's request. If it is necessary, Supplier can request Purchaser
         an additional test or further confirmation of operational status.
         Purchaser is responsible for shipping costs of replacement Products to
         the Purchaser.

4.       Purchaser will ship the defective or non-operational Products to
         Supplier regularly. Supplier is responsible for shipping cost.

5.       Purchaser will inform Supplier to the attention of the Customer Service
         Manager of an itemized list of all Products returned in each shipment.

6.       Upon receipt of the returned Product, Supplier will test the Product to
         verify the defective or non-operational status and communicate such
         results to the Purchaser.










                                   EXHIBIT B