EMPLOYMENT AGREEMENT


           AGREEMENT made as of July 25, 1996, between Penton 
Publishing, Inc., a Delaware corporation (the "Company"), which is 
currently a wholly-owned subsidiary of Pittway Corporation, a 
Delaware corporation ("Pittway"), and  Thomas Kemp ("Executive").  

           In consideration of the mutual covenants contained herein 
and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto 
agree as follows:

            1.   Employment.  The Company shall employ Executive, and 
Executive accepts employment with the Company, upon the terms and 
conditions set forth in this Agreement for the period beginning on 
the date on which Executive commences full-time employment with the 
Company at the Company's headquarters in Cleveland, Ohio and ending 
as provided in paragraph 5 hereof (the "Employment Period").  
Executive agrees to commence full-time employment with the Company at 
such headquarters no later than January 2, 1997.
 
            2.   Position and Duties.
 
            (a)  During the Employment Period, Executive shall serve 
as the chief executive officer of the Company and, subject to the 
management of the business and affairs of the Company at the 
direction of the Board of Directors of the Company (the "Board"), 
shall have the normal duties, responsibilities and authority of an 
executive serving in such position, including without limitation the 
development of short-and long-term operating plans, the development 
of operating and capital budgets, the overseeing of Company personnel 
and the development of compensation proposals and proposals for 
acquisitions and dispositions.  Executive shall have the title 
Chairman and Chief Executive Officer of the Company, subject to the 
power of the Board to change such title to President or Chief 
Executive Officer or some combination thereof.  During the Employment 
Period, Executive shall also serve as a director of the Company for 
so long as the Board (or a nominating committee of the Board) 
nominates him to that position and he is elected to it and as a 
director of any affiliate of the Company designated by the Board for 
so long as the Board causes him to be elected to such position.
 
            (b)  Executive shall report to the Board.
 
            (c)  During the Employment Period, Executive shall devote 
his best efforts and his full business time and attention (except for 
permitted vacation periods, reasonable periods of illness or other 
incapacity, and, provided such activities do not have more than a de 
minimis effect on Executive's performance of his duties under this 
Agreement, participation in charitable and civic endeavors and 
management of Executive's personal investments and business 
interests) to the business and affairs of the Company, its 
subsidiaries and affiliates.    Executive shall perform his duties 
and responsibilities to the best of his abilities in a diligent, 
trustworthy, businesslike and efficient manner. 
 
            (d)  Executive shall perform his duties and 
responsibilities principally in the Cleveland, Ohio  metropolitan 
area, and shall not be required to travel outside that area any more 
extensively than the previous chief executive officer of the Company, 
Sal F. Marino, has done in the past in the ordinary course of the 
business of the Company.
 
            3.   Compensation and Benefits.
 
            (a)  Salary.  The Company agrees to pay Executive a salary 
during the Employment Period in monthly installments.  Executive's 
initial salary shall be $400,000 per year.  The Compensation 
Committee of the Board (or, if there is no such Committee, the Board) 
shall review Executive's salary annually, beginning in January of 
1998, and may, in its sole discretion, increase it. 
 
            (b)  Bonus(es).  The Company agrees to pay Executive 
bonuses during the Employment Period, as follows:
 
            (i)    Signing Bonus.  for the execution and delivery of 
this Agreement, a bonus of $100,000 payable within five days after 
the Employment Period begins;
 
            (ii)   1996 Bonus. for Executive's performance of his 
duties and responsibilities during the remainder of 1996, and 
provided the Employment Period begins no later than September 3, 1996 
and continues until at least December 31, 1996, a bonus of $100,000 
payable on January 2, 1997; and
 
            (iii)  Subsequent Annual Bonuses.  for Executive's 
performance of his duties and responsibilities during each calendar 
year subsequent to 1996, a bonus pursuant to a plan for such calendar 
year to be established by the Compensation Committee of the Board 
(or, if there is no such Committee, the Board) during the first month 
of such calendar year after consultation with Executive.
 
                   In general, the plan for each calendar year will 
have potential bonus amounts, corresponding to various levels of 
Company profitability at or above a threshold level, ranging from a 
threshold amount to a maximum amount.  Within this range 
("Executive's Bonus Potential"), there shall be a target bonus amount 
which shall correspond to a reasonable improvement in Company  
profitability.   Executive's Bonus Potential will relate to the 
Company's profitability:  the higher the Company's profitability, the 
higher Executive's Bonus Potential; the lower the Company's 
profitability, the lower Executive's Bonus Potential. 
 
                   It is the intention of the parties that the plan 
for 1997 will result in a bonus of $200,000 if there is a meaningful 
increase in the Company's profitability in 1997 compared to full-year 
1996 operations, but such bonus may be more or less than that amount 
depending on the Company's profitability during 1997. If the Company 
acquires or combines with another entity during the remainder of 1996 
or during 1997, increase in profitability will be determined based on 
year-to-year improvement in combined operations.
 
 
 
                   Any bonus payable pursuant to this (iii) at a time 
when the Company is a majority-owned subsidiary of Pittway may, at 
the discretion of the Compensation Committee of the Board of 
Directors of Pittway (after considering any preference expressed by 
Executive), be paid in cash, in the form of a Performance Shares 
Award related to shares of Pittway's Class A Stock or in combination 
of both.  Any such Performance Shares Award would be awarded under 
the Pittway Corporation 1990 Stock Awards Plan as amended (including 
any further amendments, the "Pittway Plan").  Any bonus payable 
pursuant to this (iii) at a time when the Company is a public company 
(as defined in paragraph (c)(iv) below) may, at the discretion of the 
Compensation Committee of the Board (or, if there is no such 
Committee, the Board) (after considering any preference expressed by 
Executive), be paid in the form of cash, a Performance Shares Award 
related to shares of the Company's Common Stock or a combination of 
both.  Each Performance Shares Award paid pursuant to this paragraph 
shall be substantially in the form of Exhibit 1 attached to this 
Agreement, except that it is understood that reference to any then 
existing registration statement or related plan information document 
in Exhibit 1, or its equivalent, shall be included if and only if the 
same exists at the time of payment and is relevant to such 
Performance Shares Award.
 
            (c)  Stock Options.  Executive shall also receive stock 
options during the Employment Period, as follows:
 
            (i)    Initial Pittway Option.  pursuant to authorization 
by the Compensation Committee of the Board of Directors of Pittway, 
and under the Pittway Plan, on the date on which the Employment 
Period begins  Executive will be granted a non-qualified option to 
purchase 4,000 shares of Pittway's Class A Stock at an exercise price 
per share equal to the fair market value of such a share on such 
date;
 
            (ii)   1997 Pittway Option.  pursuant to authorization by 
such Compensation Committee, and under the Pittway Plan, on March 31, 
1997, if the Company then remains a majority-owned subsidiary of 
Pittway, Executive shall be granted an additional non-qualified 
option to purchase shares of Pittway's Class A stock (the number of 
shares to be determined so that such option has a value of $200,000) 
at an exercise price per share equal to the fair market value of such 
a share on such date;
 
            (iii)  Subsequent Pittway Options.  so long as the Company 
remains a majority-owned subsidiary of Pittway, Executive shall be 
eligible to receive additional non-qualified stock options under the 
Pittway Plan during calendar years subsequent to 1997, at the 
discretion of the Compensation Committee of the Board of Directors of 
Pittway;
 
            (iv)   Initial Company Option(s).  at the close of 
business on the first date, if any, on which the Company has ceased 
to be a majority-owned subsidiary of Pittway and the Company's stock 
has become listed and traded on a national securities exchange or 
included and traded in the National Association of Securities 
Dealers' Automated Quotation system (the Company's status at such 
time being referred to as that of a  "public company"):
 
                       (A)  Executive shall be granted a non-qualified 
option to purchase shares of the Company's Common Stock (the number 
of shares to be determined so that such option has a value equal to 
(1) $400,000 minus (2) the aggregate of the value(s) on their 
respective date(s) of grant  of any options granted to Executive 
under the Pittway Plan earlier in the same year) at an exercise price 
per share equal to the fair market value of such a share at such 
time; and 
 
                       (B)  provided that prior to the Company's 
becoming a public company Executive shall have surrendered to 
Pittway, for  cancellation immediately prior to the Company's 
becoming a public company, the then unexpired, unexercised portion(s) 
of one or more options to purchase Pittway Class A Stock granted 
pursuant to (i), (ii) or (iii) above, Executive shall be granted non-
qualified options to purchase shares of the Company's Common Stock 
(the number of such shares to be determined so that such options have 
an aggregate value equal to the aggregate of the value(s) as of 
immediately prior to the Company's becoming a public company of such 
surrendered unexpired, unexercised portion(s); and the exercisablity 
provisions of each such option to correspond to the then 
exercisablity of the corresponding surrendered portion) at an 
exercise price equal to the fair market value of such a share at such 
time; and
 
            (v)    Subsequent Company Options.  if the Company is a 
public company at the time, Executive shall be eligible to receive 
additional non-qualified stock options to purchase shares of the 
Company's Common Stock during calendar years subsequent to 1997, at 
the discretion of the Compensation Committee of the Board.
 
                For purposes of (ii) and (iv) above, the value of a 
non-qualified option to purchase shares of Pittway's Class A Stock 
shall be determined by the Compensation Committee of the Board of 
Directors of Pittway, on a basis consistent with that used by such 
Committee in making similar determinations.  For purposes of (iv) 
above, the value of a non-qualified option to purchase shares of the 
Company's Common Stock shall be determined by the Compensation 
Committee of the Board (or, if there is no such Committee, the 
Board), on a basis consistent with that used by such Committee (or 
the Board) in making similar determinations.
 
                Each option to be granted pursuant to (i), (ii) or 
(iv) above shall be substantially in the form of Exhibit  2 attached 
to this Agreement, except that it is understood that reference to any 
then existing registration statement or related plan information 
document in Exhibit 2, or its equivalent, shall be included if and 
only if the same exists at the time of grant and is relevant to such 
option.
 
                If at the time an option to purchase shares of the 
Company's Common Stock is to be granted pursuant to (iv) or (v) above 
the Company has in effect an equity awards or stock option plan (as 
amended from time to time, the "Company Plan") and such option can be 
granted under the Company Plan, and provided the grant of such option 
has been authorized by the Compensation Committee of the Board (or, 
if there is no such Committee, the Board), such option shall be 
granted under the Company Plan; otherwise such option shall be 
granted independent of the Company Plan.
 
                If, at the time of the grant of any option pursuant to 
this paragraph (c), the issuance of shares upon exercise thereof has 
not been registered under the Securities Act of 1933, as amended, it 
shall be a condition to such grant that Executive execute and deliver 
to Pittway or the Company, as applicable, a certificate confirming 
that Executive is an accredited investor (as such term is used in 
Regulation D under such Act) and including transfer restrictions and 
other provisions customary in connection with grants under such 
circumstances.
 
            (d)  Relocation Expense Reimbursement.  Subject to the 
Company's requirements with respect to reporting and documentation of 
such expenses, the Company shall reimburse Executive for the 
following expenses related to Executive's relocation from Tiburon, 
California to the Cleveland, Ohio metropolitan area (which relocation 
Executive agrees to pursue with reasonable diligence):
 
            (i)    Moving Expenses.  all reasonable expenses related 
to moving the household possessions of Executive and his immediate 
family as a part of such relocation;
 
            (ii)   Air Travel Expenses.   reasonable air travel 
expenses (at coach fare) incurred by Executive and his wife related 
to such relocation, up to a maximum of $8,000; 
  
            (iii)  Temporary Housing Expenses.  rent (including 
electricity and heating expense) of a furnished apartment in the 
Cleveland, Ohio metropolitan area for up to the first six months of 
the Employment Period, up to a maximum of $2,500 per month; and 
 
            (iv)   Residence Sale Net Loss.  up to $100,000 (net after 
taxes on the receipt of such reimbursement) of any loss (i.e., 
shortfall of net sale price, after deduction of Executive's sales 
commission and closing costs, as compared to $1,086,445) incurred by 
Executive on the sale of his existing residence in Tiburon, 
California (which sale Executive agrees to commence not later than 
October 1, 1996); provided that in the event Executive is entitled to 
any tax benefit on account of such loss, the $100,000 amount shall be 
reduced by the amount of such tax benefit.
 
            (e)  Other Expense Reimbursement.  The Company shall 
reimburse Executive for all reasonable expenses incurred by him 
during the  Employment Period in the course of performing his duties 
under this Agreement which are consistent with the Company's policies 
in effect from time to time with respect to travel, entertainment and 
other business expenses, subject to the Company's requirements with 
respect to reporting and documentation of such expenses.  Executive 
acknowledges that under the Company's current air travel 
reimbursement policy, reimbursement is limited to  coach fare (plus 
Executive's cost of any upgrade certificates used to upgrade to first 
class) on travel within the United States and is limited to business 
class fare on travel to and from foreign cities.
 
 
 
            (f)  Standard Executive Benefits Package.  In addition to 
the salary, bonus(es), stock options and expense reimbursements 
payable to Executive pursuant to this paragraph 2, Executive shall be 
entitled during the Employment Period to participate, on the same 
basis as other executives of the Company, in the Company's Standard 
Executive Benefits Package.  The Company's "Standard Executive 
Benefits Package" means those benefits (including insurance, 
vacation, company car or car allowance and/or other benefits) for 
which substantially all of the executives of the Company are from 
time to time generally eligible, as determined from time to time by 
the Board.  On the date on which the Employment Period begins, 
Executive shall be credited with 22 years of service for purposes of 
vacation benefits included in the Standard Executive Benefits 
Package.  Notwithstanding the foregoing, except to the extent 
expressly provided in (c) above, Executive shall not be entitled 
during the Employment Period to participate in the Pittway Plan or 
the Company Plan, but Executive shall be entitled to participate in 
any other executive equity award or stock option plan of Pittway or 
the Company, as applicable, which may be established.
 
            (g)  Additional Benefits.  In addition to participation in 
the Company's Standard Executive Benefits Package pursuant to this 
paragraph 2, Executive shall be entitled during the Employment Period 
to:  
 
            (i)    additional term life insurance coverage in an 
amount equal to Executive's salary; but only if and so long as such 
additional coverage is available at standard rates from the insurer 
providing term life insurance coverage under the Standard Executive 
Benefits Package or from a comparable insurer acceptable to the 
Company;
 
            (ii)   supplementary long-term disability coverage in an 
amount which will increase maximum covered annual compensation to 
$330,000 and the maximum monthly payments to $18,333; but only if and 
so long as such supplementary coverage is available at standard rates 
from the insurer providing long-term disability coverage under the 
Standard Executive Benefits Package or a comparable insurer 
acceptable to the Company;  
 
            (iii)	  in the event the Employment Period ends prior to 
five years after the beginning thereof and as a result Executive is 
not entitled to all of the benefits under the tax-qualified pension 
plan and tax-qualified defined contribution plan (401(k) plan) of 
Pittway included in the Standard Executive Benefits Package to which 
he would have been entitled had he been fully vested under such plans 
at the beginning of the Employment Period, a supplemental payment 
(independent of any plan) promptly following the end of the 
Employment Period equal to the sum of (A) the discounted present 
value of his accrued but unvested future payments (on a straight life 
basis) under such pension plan, calculated using the discount rate 
and actuarial methods and procedures then utilized under such plan 
and (B) the unvested portion of his account under such defined 
contribution plan; and
 
 
 
 
            (iv)   pursuant to authorization by the Compensation 
Committee of the Board of Directors of Pittway,  participation in the 
Pittway Corporation Supplemental Executive Retirement Plan effective 
January 1, 1996, as currently in effect, except that  (A) the 
beginning date for accrual of a benefit shall be the date on which 
the Employment Period begins and (B) no benefit shall be payable 
thereunder unless the Employment Period shall end five years or more 
after the beginning thereof (or, if the Employment Period ends early 
pursuant to paragraph 5 hereof within such five years on account of a 
Termination without Cause or a Termination by Executive for Good 
Reason, unless the date on which (without any extension thereof) the 
Employment Period  is then scheduled to end shall be five years or 
more after the beginning thereof) (the "Pittway SERP").
 
                  In the event the Company ceases to be a majority-
owned subsidiary of Pittway and establishes a Supplemental Executive 
Retirement Plan with terms at least as favorable to Executive as 
those under the Pittway SERP (the "Company SERP"), Executive shall 
cease participation  in the Pittway SERP and shall instead 
participate in the Company SERP.  As used herein, "SERP" refers to 
whichever of the Pittway SERP or the Company SERP Executive is 
participating in at the time.
 
            (h)  Indemnification.  With respect to Executive's acts or 
failures to act during the Employment Period in his capacity as a 
director, officer, employee or agent  of the Company, Executive shall 
be entitled to indemnification from the Company, and to liability 
insurance coverage (if any), on the same basis as other directors and 
officers of the Company.
 
           4.   Adjustments.  Notwithstanding any other provision of 
this Agreement, it is expressly understood and agreed that if there 
is a significant reduction in the level of the business to which 
Executive's duties under this Agreement relate, or if all or any 
significant part of such business is disposed of by the Company 
and/or its subsidiaries or affiliates during the Employment Period 
but Executive thereafter remains an employee of the Company, the 
Board may make adjustments in "Executive's Reference Salary" (i.e., 
Executive's initial salary or, in the event the Employment Period has 
been extended pursuant to paragraph 5(b) hereof, Executive's salary on 
the date on which the most recent such extension occurred) and/or 
Executive's Bonus Potential as the Board deems appropriate to reflect 
such reduction or disposition.
 
          5.   Employment Period.
 
             (a)  Except as hereinafter provided, the Employment Period 
shall continue until, and shall end upon, the third anniversary of the 
date on which the Employment Period begins.
 
             (b)  On each anniversary of the date  on which the 
Employment Period begins which precedes Executive's sixty-fifth birthday 
by more than two years, unless the Employment Period shall have ended 
early pursuant to (c) below or either party shall have given the other 
party written notice that the extension provision in this sentence shall 
no longer apply, the Employment Period shall be extended for an 
additional calendar year (unless Executive's sixty-fifth birthday occurs 
during such additional calendar year, in which event the Employment 
Period shall be extended only until such birthday).  In no event shall 
the Employment Period be extended beyond the Executive's sixty-fifth 
birthday except by mutual written agreement of the Company and 
Executive.
 
             (c)  Notwithstanding (a) and (b) above, the Employment 
Period shall end early upon the first to occur of any of the following 
events:  
 
             (i)    Executive's death;
 
             (ii)   Executive's retirement upon or after reaching age 65 
("Retirement");
 
             (iii)  the Company's termination of Executive's employment 
on account of Executive's having become unable (as determined by the 
Board in good faith) to regularly perform his duties hereunder by reason 
of illness or incapacity for a period of more than six (6) consecutive 
months ("Termination for Disability");
 
             (iv)   the Company's termination of Executive's employment 
for Cause ("Termination for Cause"); 
 
             (v)    the Company's termination of Executive's employment 
other than a Termination for Disability or a Termination for Cause 
("Termination without Cause"); 
 
             (vi)   Executive's termination of Executive's employment for 
Good Reason, by means of advance written notice to the Company at least 
thirty (30) days prior to the effective date of such termination 
identifying such termination as a Termination by Executive for Good 
Reason and identifying the Good Reason ("Termination by Executive for 
Good Reason") (it being expressly understood that Executive's giving 
notice that the extension provision in the first sentence of paragraph 5 
(b) hereof shall no longer apply shall not constitute a "Termination by 
Executive for Good Reason"); provided that if the Good Reason identified 
in such notice is the Good Reason set forth in paragraph 5(e)(ii) 
hereof, the Company may, at its option, defer the effective date of such 
termination for up to ninety (90) additional days; or
 
             (vii)  Executive's termination of Executive's employment for 
any reason other than Good Reason, by means of advance written notice to 
the Company at least one hundred twenty (120) days prior to the 
effective date of such termination identifying such termination as a 
Termination by Executive with Advance Notice ("Termination by Executive 
with Advance Notice") (it being expressly understood that Executive's 
giving notice that the extension provision in the first sentence of 
paragraph 5 (b) hereof shall no longer apply shall not constitute a 
"Termination by Executive with Advance Notice").
 
             (d)  For purposes of this Agreement, "Cause" shall mean: 
 
             (i)    the commission by Executive of a felony or a crime 
involving moral turpitude;
 
             (ii)   the commission by Executive of a fraud;
 
 
             (iii)  the commission by Executive of any act involving 
dishonesty or disloyalty with respect to the Company or any of its 
subsidiaries or affiliates which harms or damages any of them to any 
extent;
 
             (iv)   conduct by Executive that brings the Company or any 
of its subsidiaries or affiliates into substantial public disgrace or 
disrepute;
 
             (v)    gross negligence or willful misconduct by Executive 
with respect to the Company or any of its subsidiaries or affiliates;
 
             (vi)   repudiation of this Agreement by Executive or 
Executive's abandonment of his employment with the Company (it being 
expressly understood that a Termination by Executive for Good Reason or 
a Termination by Executive with Advance Notice shall not constitute such 
a repudiation or abandonment);
 
             (vii)  breach by Executive of any of the agreements in 
paragraph 8 hereof; or
 
             (viii) any other breach by Executive of this Agreement which 
is material and which is not cured within thirty (30) days after written 
notice thereof to Executive from the Company.
 
             (e)  For purposes of this Agreement, "Good Reason" shall 
mean:
 
             (i)    any downward adjustment by the Board in Executive's 
Reference Salary and/or Executive's Bonus Potential pursuant to 
paragraph 4 hereof; or 
 
             (ii)   the Company's giving notice that the extension 
provision in the first sentence of paragraph 5(b) hereof shall no longer 
apply; or
 
             (iii)  any breach by the Company of this Agreement which is 
material and which is not cured within thirty (30) days after written 
notice thereof to the Company from Executive.
 
            6.   Post-Employment Period Payment.
 
            (a)  If the Employment Period ends on the date on which 
(without any extension thereof) it is then scheduled to end pursuant to 
paragraph 5 hereof, or if the Employment Period ends early pursuant to 
paragraph 5 hereof for any reason, Executive shall cease to have any 
rights to salary, bonus (if any), options, expense reimbursements or 
other benefits other than: (i) any salary which has accrued but is 
unpaid, any reimbursable expenses which have been incurred but are 
unpaid, and any unexpired vacation days which have accrued under the 
Company's vacation policy but are unused, as of the end of the 
Employment Period, (ii) (but only to the extent provided in any option 
theretofore granted to Executive or in the SERP or any other benefit 
plan in which Executive has participated as an employee of the Company) 
any option rights or plan benefits which by their terms extend beyond 
termination of Executive's employment, (iii) any benefits to which 
Executive is entitled under the Consolidated Omnibus Budget 
Reconciliation Act of 1985, as amended ("COBRA"), and (iv) any other 
amounts(s) payable pursuant to the succeeding provisions of this 
paragraph 6.
 
            (b)  If the Employment Period ends pursuant to paragraph 5 
hereof on Executive's sixty-fifth birthday, or if the Employment Period 
ends early pursuant to paragraph 5 hereof on account of Executive's 
death, Retirement or Termination for Disability, the Company shall make 
no further payments to Executive except as contemplated in (a) (i), (ii) 
and (iii) above. 
 
            (c)  If the Employment Period ends early pursuant to 
paragraph 5 hereof on account of Termination for Cause, the Company 
shall pay Executive an amount equal to that Executive would have 
received as salary (based on Executive's salary then in effect) had the 
Employment Period remained in effect until the later of the effective 
date of the Company's termination of Executive's employment or the date 
thirty days after the Company's notice to Executive of such termination.
 
            (d)  If the Employment Period ends early pursuant to 
paragraph 5 hereof on account of a Termination without Cause or a 
Termination by Executive for Good Reason, the Company shall pay to 
Executive amounts equal to the amounts Executive would have received as 
salary (based on Executive's salary then in effect or, if greater, 
Executive's Reference Salary) had the Employment Period remained in 
effect until the date on which (without any extension thereof) it was 
then scheduled to end, at the times such amounts would have been paid 
(in the event Executive is entitled during the payment period to any 
payments under any disability benefit plan or the like in which 
Executive has participated as an  employee of the Company, less such 
payments); provided, however, that in the event of Executive's death 
during the payment period, the Company shall  pay any subsequent such 
amounts to Executive's estate (or such person or persons as Executive 
may designate in a written instrument signed by him and delivered to the 
Company prior to his death) or, if so elected by the payee(s) by written 
notice to the Company within the period of sixty (60) days after the 
date of Executive's death, shall pay to such payee(s) a lump sum amount 
equivalent to the discounted present value of such amounts, discounted 
at the publicly announced reference rate for commercial lending of Bank 
of America Illinois in effect at the date of notice to the Company of 
such election, with said amount to be paid on a date no later than 
thirty (30) days following the date of notice to the Company of such 
election.  In addition, the Company shall reimburse Executive (net after 
taxes on the receipt of such reimbursement) for any premiums paid by 
Executive for health insurance provided to Executive (for Executive and 
his dependents) by the Company subsequent to the end of the Employment 
Period pursuant to the requirements of COBRA as in effect on the date of 
this Agreement.  It is expressly understood that the Company's payment 
obligations under this (d) shall cease in the event Executive breaches 
any of his agreements in paragraph 7 or 8 hereof.
 
            (e)  If the Employment Period ends early pursuant to 
paragraph 5 hereof on account of a Termination by Executive with Advance 
Notice, the Company shall make no further payments to Executive except 
as contemplated in (a) (i), (ii)  and (iii) above.
 
 
 
 
            7.   Confidential Information.  Executive acknowledges that 
the information, observations and data obtained by him while employed by 
the Company pursuant to this Agreement concerning the business or 
affairs of the Company or any of its subsidiaries or affiliates or any 
predecessor thereof  (unless and except to the extent the foregoing 
become generally known to and available for use by the public other than 
as a result of Executive's acts or omissions to act, "Confidential 
Information") are the property of the Company or such subsidiary or 
affiliate.  Therefore, Executive agrees that he shall not disclose  any 
Confidential Information without the prior written consent of the Board 
unless and except to the extent that  such disclosure is (i) made in the 
ordinary course of Executive's performance of his duties under this 
Agreement or (ii) required by any subpoena or other legal process (in 
which event Executive will give the Company prompt notice of such 
subpoena or other legal process in order to permit the Company to seek 
appropriate protective orders), and that he shall not use any 
Confidential Information for his own account without the prior written 
consent of the Board. Executive shall deliver to the Company at the 
termination of the Employment Period, or at any other time the Company 
may request, all memoranda, notes, plans, records, reports, computer 
tapes and software and other documents and data (and copies thereof) 
relating to the Confidential Information, work product or the business 
of the Company or any of its subsidiaries or affiliates which he may 
then possess or have under his control.
 
            8.   Non-Compete, Non-Solicitation.
 
            (a)  Executive acknowledges that in the course of his
 employment with the Company pursuant to this Agreement he will become 
familiar with trade secrets and customer lists of and other confidential
 information concerning the Company and its subsidiaries and affiliates 
and predecessors thereof and that his services will be of special, 
unique and extraordinary value to the Company.
 
            (b)  Executive agrees (i) that during the Employment Period 
he shall not in any manner, directly or indirectly, through any person, 
firm or corporation, alone or as a member of a partnership or as an 
officer, director, stockholder, investor or employee of or in any other 
corporation or enterprise or otherwise, engage or be engaged in, or 
assist any other person, firm, corporation or enterprise in engaging or 
being engaged in, any business then actively being conducted by the 
Company or any of its subsidiaries or affiliates, and (ii) that for two 
years after the Employment Period he shall not in any manner, directly 
or indirectly, through any person, firm or corporation, alone or as a 
member of a partnership or as an officer, director, stockholder, 
investor or employee of or in any other corporation or enterprise or 
otherwise, assist Reed-Elsevier PLC or Chilton Company (a division of 
Capital Cities/ABC, Inc.) or any subsidiary or affiliate of either of 
them, or any successor or assign of any of them, in engaging or being 
engaged in  the business activity of publishing a magazine or  
electronic media product that directly competes with any magazine or 
electronic media product then being published by, conducting a trade 
show that directly competes with any trade show then being conducted by, 
or creating or disseminating any other product that competes directly 
with any product then being created or disseminated by, the Company or 
any of its subsidiaries or affiliates.  
 
            (c)  Executive further agrees that during the Employment 
Period and for two years thereafter he shall not in any manner, directly 
or indirectly, induce or attempt to induce any employee of the Company 
or of any of its subsidiaries or affiliates to quit or abandon his 
employ. 
 
            (d)  Nothing in this paragraph 8 shall prohibit Executive 
from being: (i) a stockholder in a mutual fund or a diversified 
investment company or (ii) a passive owner of not more than 2% of the 
outstanding stock of any class of a corporation which is publicly 
traded, so long as Executive has no active participation in the business 
of such corporation.
 
            (e)  If, at the time of enforcement of this paragraph, a 
court holds that the restrictions stated herein are unreasonable under 
circumstances then existing, the parties hereto agree that the maximum 
period, scope or geographical area reasonable under such circumstances 
shall be substituted for the stated period, scope or area and that the 
court shall be allowed to revise the restrictions contained herein to 
cover the maximum period, scope and area permitted by law.  
 
            9.   Enforcement.  Because Executive's services are unique 
and because Executive has access to Confidential Information and work 
product, the parties hereto agree that the Company would be damaged 
irreparably in the event any of the provisions of paragraph 8 hereof 
were not performed in accordance with their specific terms or were 
otherwise breached and that money damages would be an inadequate remedy 
for any such non-performance or breach.  Therefore, the Company or its 
successors or assigns shall be entitled, in addition to other rights and 
remedies existing in their favor, to an injunction or injunctions to 
prevent any breach or threatened breach of any of such provisions and to 
enforce such provisions specifically (without posting a bond or other 
security).
 
            10.  Executive Representations.  Executive represents and 
warrants to the Company that (i) the execution, delivery and performance 
of this Agreement by Executive does not and will not conflict with, 
breach, violate or cause a default under any contract, agreement, 
instrument, order, judgment or decree to which Executive is a party or 
by which he is bound, (ii) Executive is not a party to or bound by any 
employment agreement, noncompete agreement or confidentiality agreement 
with any other person or entity other than a letter agreement dated 
January 1, 1992 between Miller Freeman, Inc. and Executive  and (iii) 
upon the execution and delivery of this Agreement by the Company, this 
Agreement shall be the valid and binding obligation of Executive, 
enforceable in accordance with its terms.
 
            11.  Survival.  Paragraphs 7 and 8 hereof shall survive and 
continue in full force in accordance with their terms notwithstanding 
any termination of the Employment Period.
 
            12.  Notices.  Any notice provided for in this Agreement 
shall be in writing and shall be either personally delivered, or mailed 
by first class mail, return receipt requested, to the recipient at the 
address below indicated:
 
 
 
 
            Notices to Executive:
 
            Mr. Thomas Kemp
            81 Paseo Mirasol
            Tiburon, CA  94920
 
            Notices to the Company:
 
            c/o Mr. King Harris 
            Pittway Corporation
            200 South Wacker Drive, Suite 700
            Chicago, IL  60606-5802
 
 or such other address or to the attention of such other person as the 
recipient party shall have specified by prior written notice to the 
sending party.  Any notice under this Agreement will be deemed to have 
been given when so delivered or mailed.
 
            13.  Severability.  Whenever possible, each provision of this 
Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Agreement is 
held to be invalid, illegal or unenforceable in any respect under any 
applicable law or rule in any jurisdiction, such invalidity, illegality 
or unenforceability shall not affect any other provision or any other 
jurisdiction, but this Agreement shall be reformed, construed and 
enforced in such jurisdiction as if such invalid, illegal or 
unenforceable provision had never been contained herein.
 
            14.  Payment of Certain Costs and Expenses.   
 
            (a)  Executive's Front-End Attorneys' Fees.  Subject to 
documentation thereof in reasonable detail, the Company shall reimburse 
Executive for up to $6,000 of attorneys' fees incurred by him in 
connection with the negotiation of this Agreement.
 
            (b)  Prevailing Party's Litigation Expenses.  In the event of 
litigation between the Company and Executive related to this Agreement, 
the non-prevailing party shall reimburse the prevailing party for any 
costs and expenses (including without limitation attorneys' fees) 
reasonably incurred by the prevailing party in connection therewith.
 
            (c)  Change of Control of the Company.  Without limiting the 
generality of (b) above, in the event that there is a Change of Control 
of the Company, if the Company thereafter wrongfully withholds from 
Executive any amount payable to Executive pursuant to this Agreement or 
the SERP and Executive obtains a final judgment against the Company for 
such amount, the Company shall reimburse Executive for any costs and 
expenses (including without limitation attorneys' fees) reasonably 
incurred by Executive in obtaining such judgment and shall pay Executive 
interest on the amount of each such cost or expense from the date of 
payment thereof by Executive to the date of reimbursement by the Company 
at a floating rate per annum equal to the publicly announced reference 
rate for commercial lending of Bank of America Illinois in effect from 
time to time.  For purposes of the foregoing, a "Change of Control of 
the Company" will be deemed to have occurred if but only if, for 
purposes of Section 13(d) of the Securities Exchange Act of 1934, as 
amended, a person or group other than (i) Pittway, or (ii) one or more 
members of the Harris Group (as currently defined in Pittway's Restated 
Certificate of Incorporation, as amended) becomes the beneficial owner 
of stock of the Company possessing a majority of the voting power under 
ordinary circumstances with respect to the election of directors.
 
            15.  Complete Agreement.  This Agreement embodies the 
complete agreement and understanding between the parties with respect to 
the subject matter hereof and effective as of its date supersedes and 
preempts any prior understandings, agreements or representations by or 
between the parties, written or oral, which may have related to the 
subject matter hereof in any way.
 
            16.  Counterparts.  This Agreement may be executed in 
separate counterparts, each of which shall be deemed to be an original 
and both of which taken together shall constitute one and the same 
agreement.
 
            17.  Successors and Assigns.  This Agreement shall bind and 
inure to the benefit of and be enforceable by Executive, the Company and 
their respective heirs, executors, personal representatives, successors 
and assigns, except that neither party may assign any of his or its 
rights or delegate any of his or its obligations hereunder without the 
prior written consent of the other party.  Executive hereby consents to 
the assignment by the Company of all of its rights and obligations 
hereunder to: (i) Pittway or any subsidiary or affiliate thereof in the 
event all or any substantial part of the business to which Executive's 
duties under this Agreement relate are transferred thereto and (ii) any 
successor to the Company by merger or consolidation or purchase of all 
or substantially all of the Company's assets; in each case provided such 
transferee or successor assumes the liabilities of the Company 
hereunder.
 
            18.  Choice of Law.  This Agreement shall be governed by the 
internal law, and not the laws of conflicts, of the State of Ohio.
 
            19.  Amendment and Waiver.  The provisions of this Agreement 
may be amended or waived only with the prior written consent of the 
Company and Executive, and no course of conduct or failure or delay in 
enforcing the provisions of this Agreement shall affect the validity, 
binding effect or enforceability of this Agreement.
 
            20.  Company Option.  Executive has advised the Company that, 
under the terms of the letter agreement referred to in paragraph 10, 
unless Miller Freeman, Inc. agrees otherwise, Executive must give Miller 
Freeman, Inc. twelve months' notice in order to terminate his employment 
thereunder.  Executive agrees to use his best efforts to obtain the 
written agreement of Miller Freeman, Inc. to the termination of his 
employment under such letter agreement effective as of a date prior to 
September 3, 1996.  In the event Executive shall not have provided the 
Company with such a written agreement, in form and substance acceptable 
to the Company, by August 31, 1996, the Company may, at its option, at 
any time prior to September 15, 1996, declare this Agreement null and 
void.  In any event, and notwithstanding the final sentence of paragraph 
1, Executive shall not be required to commence full-time employment with 
the Company at a time prior to the termination of his employment under 
the letter agreement referred to in paragraph 10.
 
                             *   *   *   *
 
 
            IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement as of the date first written above.
 
 
                                        PENTON PUBLISHING, INC.
 
 
 
                                        By    /s/ Sal F. Marino  
                                        Its  Chairman/CEO        
 
 
 
 
 
 
                                         /s/ Thomas L. Kemp      
                                        THOMAS KEMP
 
 
 
             The undersigned hereby agrees that in the event the Company 
defaults, at any time when the Company is a majority-owned subsidiary of 
the undersigned, in the payment of any amount payable to Executive 
pursuant to the terms of the foregoing Employment Agreement, the 
undersigned, promptly following receipt of demand therefor from 
Executive, shall pay Executive an amount equal to the defaulted amount 
in return for an assignment to the undersigned by Executive of his claim 
against the Company for the defaulted amount.
 
 
                                        PITTWAY CORPORATION
 
                                        By   /s/ King Harris    
 
                                        Its  President          
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                 (Part of Exhibit 10
                                                  Form 10-Q
                                                  September 30, 1996)

                                                            Exhibit 1


                  PERFORMANCE SHARES AWARD AGREEMENT


Name  __________________________	     __________________, 19__

Division ________________________


This will confirm that the Compensation Committee (the "Committee") 
of the Board of Directors of Pittway Corporation, a Delaware 
corporation (the "Company"), has on the date hereof granted you a 
Performance Shares Award under the Pittway Corporation 1990 Stock 
Awards Plan (which Plan, as amended and as the same may hereafter be 
amended from time to time, is referred to as the "Plan").

The Performance Shares Award ("your Award") relates to ______ shares 
of the Company's Class A Stock, of the par value of $1 per share 
("Class A Stock").

Your Award will vest on a cumulative basis of 33 1/3% per year on 
each successive anniversary of the date hereof; provided that (a) 
your Award will vest 100% in the event your employment  with the 
Company and its subsidiaries terminates prior to the third 
anniversary of the date hereof on account of Retirement, Termination 
for Disability, Termination without Cause or Termination by Executive 
for Good Reason (in each case, as defined in the Employment Agreement 
dated as of July 25, 1996 between Penton Publishing, Inc., a Delaware 
corporation, and you ("Your Employment Agreement"); and (b) in the 
event your employment terminates on account of a Termination for 
Cause (as defined in Your Employment Agreement), all rights under 
your Award which have not yet vested as of the date of termination 
will be canceled.

Your Award will be paid, to the extent vested, by the issuance of 
shares of Class A Stock within 45 days after vesting in full or 
earlier termination of your employment.

As such time, if any, as shares of Class A Stock are issued in 
payment of your Award, you will also be paid in cash:  (a) an amount 
equal to the quarterly dividends which would have been paid on such  
shares through such time had such shares been issued to you on the 
date hereof; plus (b) interest on the amount of each such dividend, 
compounded at the end of each calendar year and at the time of 
payment of your Award, at a rate per annum equal to the Company's 
average money market investment or borrowing rate, as the case may 
be, during such calendar year or during the year-to-date period ended 
the last day of the most recently completed month, respectively.

Your award is subject to the terms, conditions and provisions of the 
Plan, including without limitation the provision that interpretations 
of the Plan by the Committee will be conclusive and binding on you.

Without limiting the generality of the foregoing, your Award is 
subject to the following:

     1.   The issuance of share of Class A Stock in payment of your 
Award has been registered by the Company under the Securities Act of 
1933 on the Company's Form S-8 Registration Statement No. 33-54753 
(the "Registration Statement").  By signing this Agreement, you 
acknowledge that you have received a copy of the Company's Plan 
Information Document dated February 15, 1996, which is a part of the 
Registration Statement, and a copy of the Company's most recent 
Annual Report to its stockholders.  By signing this Agreement you 
agree that you will not reoffer, resell or otherwise dispose of any 
shares issued to you in payment of your Award in any manner which 
would violate such Securities Act or any other federal or state 
securities law, and further agree to reimburse the Company for any 
loss, damage or expense of any kind which it may suffer by reason of 
any breach of such agreement.  You further acknowledge that the 
Company has no obligation to keep the Registration Statement 
effective or current or to file or keep effective or current any 
other registration statement concerning any shares subject to your 
Award.

     2.   The Committee may suspend the issuance of shares of Class A 
Stock in payment of your Award if it determines that securities 
exchange listing or registration or qualification under any 
securities laws is required in connection therewith and has not been 
completed on terms acceptable to the Committee.

     3.   The Company may withhold, or require you to remit to the 
Company, an amount sufficient to satisfy any withholding or other tax 
due with respect to any amount payable and/or shares issuable 
pursuant to your Award, and the Committee may defer such payment or 
issuance unless indemnified to its satisfaction.

     4.   You will  have no rights as a holder of any of the shares 
of Class A Stock subject to your Award, including without limitation 
voting rights and rights to receive dividends, unless and until the 
certificates representing such shares are issued to you.

     5.   Neither your Award nor any interest therein is transferable 
by you other than by will or the laws of descent and distribution.  
Any purported transfer contrary to this provision will nullify your 
Award.

     6.   Nothing in the Plan or your Award shall interfere with or 
limit in any way the right of the Company or any of its subsidiaries 
to terminate your employment at any time or confer upon you any right 
to continue in the employ or the Company or any of its subsidiaries 
for any period of time or to continue your present or any other rate 
of compensation; nor shall the grant of your Award give you any right 
to any additional Performance Shares Award.

This Agreement will be binding upon and inure to the benefit of any 
successor of the Company.

Please acknowledge your Award by signing the extra copy of this 
Agreement in the space provided and returning the same to the 
Financial Vice President of the Company.

                                      PITTWAY CORPORATION


                                      BY______________________
                                          President



The undersigned hereby acknowledges the foregoing Award, and agrees 
to be bound by the provisions of the foregoing Agreement and the 
Plan.

                                      _________________________
                                      (Name of Recipient)


Date:  ______________, 19__





































                                                    (Part of Exhibit 10
                                                     Form 10-Q
                                                     September 30,1996)

                                                              Exhibit 2




                           PITTWAY CORPORATION

                 NON-QUALIFIED STOCK OPTION AGREEMENT
                 _ ___________________________________



                         [Insert Date of Grant]	



[Name of Employee]
[Business Address]

Dear _______________:

           I am pleased to advise you that the Committee for the Pittway 
Corporation 1990 Stock Awards Plan (which Plan, as amended and as the 
same may hereafter be amended from time to time, is referred to as the 
"Plan") has on the date hereof (the "Grant Date") authorized the grant 
of the following option effective immediately:

           1.   You are hereby granted the right and option to purchase, 
on the terms and conditions hereinafter set forth, all or any part of an 
aggregate of ____ shares of the Company's Class A Stock (herein the 
"Option Shares") at a purchase price of $____ per Option Share.  The 
term "Class A Stock" as used herein means the Company's Class A Stock, 
of the par value of $1.00 per share (or, from and after any change of 
such Class A Stock into the Company's Common Stock, of the par value of 
$1.00 per share ("Common Stock"), on a share-for-share basis pursuant to 
the Company's Restated Certificate of Incorporation, as amended, Common 
Stock).  Your option is not intended to be, and will not be treated as, 
an "incentive stock option" as such term is defined in Section 422A(b) 
of the Internal Revenue Code of 1986, as amended.

           2.   Your option is irrevocable and is intended to conform in 
all respects with the Plan as presently written.  Inconsistencies 
between your option and the Plan will  be resolved according to the 
terms of the Plan, a copy of which has been supplied to you.  

           3.   Your option will be exercisable in whole at any time and 
in part from time to time after the third anniversary of the Grant Date 
but prior to the tenth anniversary of the Grant Date; provided, however 
that:

           (a)   in the event that your employment with the Company and 
its subsidiaries terminates prior to the third anniversary of the Grant 
Date on account of your death or on account of Retirement, Termination 
for Disability, Termination without Cause or Termination by Executive 
for Good Reason (in each case, as defined in the Employment Agreement 
dated as of July 25, 1996 between Penton Publishing, Inc., a Delaware 
corporation, and you ("Your Employment Agreement"), your option will 
thereupon become exercisable immediately with respect to all of the 
Option Shares; and

           (b)   in the event that your employment with the Company and 
its subsidiaries terminates prior to the third anniversary of the Grant 
Date other than on account of your death and other than on account of 
Retirement, Termination for Disability, Termination without Cause or 
Termination by Executive for Good Reason (in each case, as defined in 
Your Employment Agreement), your option will thereupon become 
exercisable immediately (i) as to 33 1/3% of the Option Shares if such 
termination occurs on or after the first anniversary of the Grant Date 
but prior to the second anniversary of the Grant Date, and (ii) as to 66 
2/3% of the Option Shares if such termination occurs on or after the 
second anniversary of the Grant Date but prior to the third anniversary 
of the Grant Date.

           Notwithstanding the foregoing:  (A) in the event that your 
employment terminates on account of a Termination for Cause (as defined 
in Your Employment Agreement), your option will cease to be exercisable 
to the extent exercisable as of such termination and will not become 
exercisable after such termination; (B) your option may not be exercised 
during the first six months after the Grant Date, except in the event 
your employment terminates on account of your death, or on account of a 
Termination for Disability (as defined in Your Employment Agreement), 
prior to the expiration of such six-month period; (C) in the event that 
your employment with the Company and its subsidiaries terminates 
(whether prior to, on or after the third anniversary of the Grant Date) 
on account of your death or on account of a Termination for Disability 
(as defined in Your Employment Agreement), your option will cease to be 
exercisable upon the earlier of twelve (12) months after such 
termination or three (3) months after the tenth anniversary of the Grant 
Date; (D) in the event that your employment with the Company and its 
subsidiaries terminates (whether prior to, on or after the third 
anniversary of the Grant Date) on account of a Termination without Cause 
or a Termination by Executive for Good Reason (each as defined in Your 
Employment Agreement), your option will cease to be exercisable upon the 
earlier of twelve (12) months after such termination or the tenth 
anniversary of the Date of Grant; (E) in the event that your employment 
with the Company and its subsidiaries terminates (whether prior to, on 
or after the third anniversary of the Grant Date) for any reason other 
than on account of a reason described in (A), (C) or (D) above, your 
option (1) will not become exercisable after such termination as to any 
shares in addition to those as to which it is exercisable at the time of 
such termination, and (2) will cease to be exercisable upon the earlier 
of three (3) months after such termination (subject to extension by the 
Committee to up to twelve (12) months if the Committee so determines 
prior to the expiration of your option) or the tenth anniversary of the 
Grant Date; and (F) if at any time you take an authorized leave of 
absence, the Committee may (but need not) determine that for this 
purpose you will be deemed to continue in the employment of the Company 
or a subsidiary of the Company.  
 
           Each time you wish to exercise your option to purchase Option 
Shares, you must give the Company written notice of exercise (attention 
Treasurer), which notice must specify the number of full Option Shares 
to be purchased and the purchase price to be paid therefor.  You may 
exercise your option with respect to all or any part of the Option 
Shares as to which your option has become exercisable, but you may not 
exercise your option as to a fraction of a full share.  In the event of 
your death, your option may be exercised in accordance with this 
paragraph 3 by your estate or by the person who acquired the right to 
exercise your option by bequest or inheritance or by reason of the laws 
of descent and distribution.  In the event of your permanent disability, 
your option may be exercised in accordance with this paragraph 3 by you 
or your legal representative.  Written notice of exercise must be 
accompanied by payment in full of the purchase price, in the form of (A) 
cash or a check, bank draft or money order payable to the order of the 
Company, (B) shares of Class A Stock already owned by you (valued at the 
fair market value thereof on the date of exercise), (C) shares of Common 
Stock already owned by you (valued at the fair market value thereof on 
the date of exercise), or (D) a combination thereof.  Fair market value 
for all purposes of this Agreement will be determined by the Committee.

           4.   Exercise of your option may be suspended if the Board of 
Directors or the Committee determines that securities exchange listing 
or registration or qualification under any securities laws is required 
in connection therewith and has not been completed on terms acceptable 
to the Board of Directors or the Committee.

           5.   The issuance of Class A Stock to you in the event you 
exercise your option has been registered by the Company under the 
Securities Act of 1933 on the Company's Form S-8 Registration Statement 
No. 33-54753 (the "Registration Statement").  By executing this 
Agreement, you acknowledge that you have received a copy of the 
Company's Plan Information Document dated February 15, 1996, which is a 
part of the Registration Statement, and a copy of the Company's most 
recent Annual Report to its stockholders.  By executing this Agreement 
you agree that you will not reoffer, resell or otherwise dispose of any 
Option Shares in any manner which would violate the Securities Act of 
1933 or any other federal or state securities law, and further agree to 
reimburse the Company for any loss, damage or expense of any kind which 
it may suffer by reason of any breach at any time of such agreement, 
including but not limited to any liabilities which the Company may have 
under the Securities Act of 1933 or any other federal or state 
securities law.  You hereby agree that the Company will have no 
obligation to you to keep effective or current its existing Registration 
Statement, or to file or keep effective or current any additional 
registration statement concerning any Option Shares.

           6.   (a)   In the event of any reorganization, 
recapitalization, reclassification, merger, consolidation, or sale of 
all or substantially all of the Company's assets followed by 
liquidation, which is effected in such a way that holders of the Class A 
Stock are entitled to receive securities or other assets with respect to 
or in exchange for the Class A Stock (an "Organic Change"), the 
Committee shall make appropriate changes to insure that your option 
thereafter represents the right to acquire, in lieu of or in addition to 
the shares of the Class A Stock immediately theretofore acquirable upon 
exercise, such securities or assets as may be issued or payable with 
respect to or in exchange for an equivalent number of shares of Class A 
Stock; and in the event of any stock dividend, stock split or 
combination of shares, the Board of Directors shall make appropriate 
changes in the number of shares authorized by the Plan to be delivered 
thereafter, and the Committee shall make appropriate changes in the 
number of shares covered by your option and the exercise price specified 
herein (and in the event of a spinoff, the Committee may make similar 
changes), in order to prevent the dilution or enlargement of your option 
rights.  However, no right to purchase or receive a fraction of a share 
shall be created; and if, as a result of any such change, a fractional 
share would result or the right to purchase or receive the same would 
result, the number of shares in question shall be decreased to the next 
lower whole number of shares.  

           (b)   As used in this Agreement, the term "Option Shares" 
includes, in addition to the shares described in paragraph 1 hereof as 
the shares subject to your option, any other shares or other securities 
which may be issued as a result of subparagraph (a).

           7.   Your option will not be assignable or transferable by 
you other than by will or by the laws of descent and distribution, and 
during your lifetime will be exercisable only by you or your legal 
representative.

           8.   Any notice to be given to the Company under the terms of 
this Agreement will be addressed to the Company in care of its Treasurer 
at 200 South Wacker Drive, Suite 700, Chicago, Illinois 60606-5802, and 
any notice to be given to you will be addressed to you at the address 
given beneath your signature hereto, or at such other address as you may 
direct in writing.  Any such notice will be deemed to have been duly 
given if and when enclosed in a properly sealed envelope addressed as 
aforesaid, registered and deposited, postage and registry fee prepaid, 
in a post office or branch post office regularly maintained by the 
United States Government.

           9.   The Company may withhold from any amount owed to you by 
the Company (or may require a subsidiary or other Affiliate (as defined 
in the Plan) to withhold from any amount owed to you by it and remit to 
the Company), or may require you to remit to the Company, an amount 
sufficient to satisfy any withholding or other tax due with respect to 
any shares to be issued by the Company upon the exercise of your option, 
and the Committee may defer the issuance of such shares unless 
indemnified to its satisfaction.

           10.  Nothing in this Agreement confers any right on you to 
continue in the employ of the Company or any subsidiary or other 
Affiliate or affects in any way the right of the Company or any 
subsidiary or other Affiliate, as the case may be, to terminate your 
employment at any time.

           11.  This Agreement will be binding upon and inure to the 
benefit of any successor or successors of the Company.

           In order to evidence the grant of your option, please execute 
the extra copy of this Agreement in the space provided and return the 
same to the Company, whereupon this Agreement will constitute a binding 
option agreement between us.

                                 Very truly yours,

                                 PITTWAY CORPORATION 

                                 By _______________________________
                                     [Name, Title]



           The undersigned hereby acknowledges that the undersigned has 
carefully read all of the provisions in this Agreement, including, 
without limitation, the provision of paragraph 5 hereof regarding the 
effect of the undersigned's execution of this Agreement.  The 
undersigned hereby agrees to be bound by all provisions set forth in 
this Agreement and the Plan.

                                    NAME:   _________________________
                                 ADDRESS:   _________________________
                                            _________________________
                       SOCIAL SECURITY #:   _________________________
                                   DATED:   _________________________