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                                                                    EXHIBIT 10.1


                                  ULTRAK, INC.

                          INCENTIVE STOCK OPTION PLAN

       On January 29, 1997, the Board adopted the following Incentive Stock
Option Plan:

              1.     PURPOSE.  The purpose of the Plan is to provide key
       employees and non-employee directors with a proprietary interest in the
       Company through the granting of Incentive Options and Nonqualified
       Options which will

                     (a)    increase the interest of the key employees and non-
                            employee directors in the Company's welfare;

                     (b)    furnish an incentive to the key employees and non-
                            employee directors to continue their services for
                            the Company; and

                     (c)    provide a means through which the Company may
                            attract able persons to enter its employ or serve
                            on the Board.

              2.     ADMINISTRATION.  The Plan shall be administered by the
       Committee.

              3.     PARTICIPANTS.  Each Year the Committee shall determine the
       particular key employees of the Company and its Subsidiaries and non-
       employee directors of the Company to whom options, if any, are to be
       granted for that Year, and who will, upon such grant, become
       participants in the Plan.  For purposes of the Plan, "key employees"
       means all executive officers and such other management employees as
       determined by the Committee each Year.  An otherwise eligible employee
       or director must be employed by the Company or a Subsidiary or serving
       on the Board by January 1 of a Year to be eligible to be granted an
       option for that Year.  An Incentive Option may not be granted to a
       director who is not an employee of the Company or one of its
       Subsidiaries.

              4.     STOCK OWNERSHIP LIMITATION.  No Incentive Option may be
       granted to an employee who owns more than 10% of the voting power of all
       classes of
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       stock of the Company or its Parent or Subsidiaries.  This limitation
       will not apply if the option price is at least 110% of the fair market
       value of the stock at the time the Incentive Option is granted and the
       Incentive Option is not exercisable more than five years from the date
       it is granted.

              5.     SHARES SUBJECT TO PLAN.  The Committee may not grant
       options under the Plan for more than 400,000 shares of Common Stock of
       the Company, but this number may be adjusted to reflect, if deemed
       appropriate by the Committee, any stock dividend, stock split, share
       combination, recapitalization, or the like, of or by the Company.
       Shares to be optioned and sold may be made available from either
       authorized but unissued Common Stock or Common Stock held by the Company
       in its treasury.  Shares that by reason of the expiration of an option
       or otherwise are no longer subject to purchase pursuant to an option
       granted under the Plan may be re-offered under the Plan.

              6.     LIMITATION ON AMOUNT.  The aggregate fair market value
       (determined at the time of grant) of the shares of Common Stock which
       any employee is first eligible to purchase in any Year by exercise of
       Incentive Options granted under the Plan and all incentive stock option
       plans of the Company or its Parent or Subsidiaries shall not exceed
       $100,000.  For this purpose, the fair market value (determined at the
       respective date of grant of each option) of the stock purchasable by
       exercise of an Incentive Option (or an installment thereof) shall be
       counted against the $100,000 annual limitation for an employee only for
       the Year such stock is first purchasable under the terms of the option.
       The total number of shares of Common Stock subject to options granted
       for any Year, if any, including to any individual participant, shall not
       exceed one





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       percent of the aggregate number of shares of Common Stock outstanding as
       of the Date of Grant of options for such Year.

              7.     DETERMINATION OF GRANTS AND ALLOTMENT OF SHARES.  Each key
       employee and non-employee director of the Company determined by the
       Committee to be eligible pursuant to Section 3 for a Year shall be
       granted an option, effective as of the Date of Grant for that Year, to
       purchase a number of shares of Common Stock to be determined pursuant to
       this Section 7 based on or more of Economic Value Added (EVA)
       considerations, Market Value Added (MVA) considerations and budget
       achievement considerations as described herein.

                     (a)    Annual Number of Shares to be Granted Based on EVA
                     Considerations.  Options in the amounts determined
                     hereunder shall be granted pursuant to this subsection (a)
                     to the eligible key employees and non-employee directors
                     for a Year if the EVA threshold is met that Year.  The EVA
                     threshold for a Year shall be met if the net income after
                     taxes of the Company for that Year exceeds the EVA hurdle
                     amount established for that Year and such excess amount
                     shall be referred to as "EVA."  The EVA hurdle amount for
                     a Year shall be equal to the average stockholder equity of
                     the Company for the Year multiplied by the EVA hurdle rate
                     for that Year.  The average stockholder equity of the
                     Company for a Year shall be determined by adding the
                     stockholder equity of the Company as of the first day of
                     the Year to the stockholder equity of the Company as of
                     the last day of the Year, determined by excluding the
                     proceeds of any stock offering and the effects of any
                     acquisitions, if any, during that Year, and dividing that
                     sum by two.  If the EVA threshold is met for a Year, the
                     number of shares of Common Stock to be granted pursuant to
                     this subsection (a) for that Year shall be determined by
                     multiplying the EVA for that Year by the EVA factor
                     established for that Year and then dividing that product
                     by the adjusted market value of the Common Stock and then
                     multiplying that quotient by the EVA percentage
                     established for that Year.  The adjusted market value of
                     the Common Stock for a Year shall be equal to the closing
                     price per share of the Common Stock on the Date of Grant
                     for such Year multiplied by the Black-Scholes discount
                     factor established for that Year.





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                     (b)    Establishing EVA Considerations for a Year.  Except
                     for the 1996 Year of the Plan, the Committee shall
                     determine the EVA hurdle rate, the EVA factor, the EVA
                     percentage, and the Black-Scholes discount factor for a
                     Year prior to March 31 of the Year and shall set forth all
                     such determinations in its minutes.  For the 1996 Year,
                     the EVA hurdle rate shall be 15%, the EVA factor shall be
                     25%, the EVA percentage shall be 25% and the Black-Scholes
                     discount factor shall be 50%.

                     (c)    Allocation of Shares Granted Under Subsection (a).
                     The number of shares granted under subsection (a) for a
                     Year shall be allocated among the eligible key employees
                     and non-employee directors for that Year based on the
                     percentage established for each such participant by the
                     Committee for that Year.  Except for the 1996 Year of the
                     Plan, the Committee shall establish the respective
                     percentage for each such participant prior to March 31 of
                     the Year and the aggregate of all such percentages shall
                     equal 100%.

                     (d)    Annual Number of Shares to be Granted Based on MVA
                     Considerations.  Options in the amounts determined
                     hereunder shall be granted pursuant to this subsection (d)
                     to the eligible key employees and non-employee directors
                     for a Year if the MVA threshold is met for that Year.  The
                     MVA threshold for a Year shall be met if the excess of the
                     average closing price of the Common Stock of the Company
                     for the month of December of that Year over the average
                     closing price of the Common Stock of the Company for the
                     month of December of the preceding Year exceeds the MVA
                     hurdle amount established for that Year and such excess
                     amount shall be referred to as "per share MVA."  The MVA
                     hurdle amount for a Year shall be equal to the average
                     closing price of the Common Stock of the Company for the
                     month of December of the preceding Year multiplied by the
                     MVA hurdle rate for that Year.  If the MVA threshold is
                     met for a Year, the number of shares of Common Stock to be
                     granted pursuant to this subsection (d) for that Year
                     shall be determined by multiplying the per share MVA for
                     that Year by the number of shares of Common Stock of the
                     Company outstanding as of the Date of Grant (excluding any
                     shares of Common Stock issued since the prior Date of
                     Grant pursuant to any stock offering or acquisition by the
                     Company) and multiplying that product by the MVA factor
                     established for that Year and then dividing that product
                     by the adjusted market value of the Common Stock and then
                     multiplying that quotient by the MVA percentage for that
                     Year.  The adjusted market value of the Common Stock for a
                     Year shall be equal to the closing price per share of the
                     Common Stock on the Date of Grant for such Year multiplied
                     by the Black-Scholes discount factor established for that
                     Year.





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                     (e)    Establishing MVA Considerations for a Year.  Except
                     for the 1996 Year of the Plan, the Committee shall
                     determine the MVA hurdle rate, the MVA factor, the MVA
                     percentage, and the Black-Scholes discount factor for a
                     Year prior to March 31 of the Year and shall set forth all
                     such determinations in its minutes.  For the 1996 Year,
                     the MVA hurdle rate shall be 15%, the MVA factor shall be
                     5%, the MVA percentage shall be 75%, and the Black-Scholes
                     discount factor shall be 50%.

                     (f)    Allocation of Shares Granted Under Subsection (d).
                     The number of shares granted under subsection (d) for a
                     Year shall be allocated among the eligible key employees
                     and non-employee directors for that Year based on the
                     percentage established for each such participant by the
                     Committee for that Year.  Except for the 1996 Year of the
                     Plan, the Committee shall establish the respective
                     percentage for each such participant prior to March 31 of
                     the Year and the aggregate of all such percentages shall
                     equal 100%.

                     (g)    Annual Number of Shares to be Granted Based on
                     Budget Achievement Considerations.  Commencing with the
                     1997 Year of the Plan, options in the amounts determined
                     hereunder shall be granted pursuant to this subsection (g)
                     to the eligible key employees and non-employer directors
                     for a Year if the budget threshold is met for that Year.
                     The budget threshold for a Year shall be met if the
                     Company budget approved for that Year by the board of
                     directors is met or exceeded.  If the budget threshold is
                     met for a Year, the number of shares of Common Stock to be
                     granted pursuant to this subsection (g) for that Year
                     shall be equal to 50% of the allocable pool for that Year
                     (the "allocable pool percentage").  The allocable pool for
                     a Year shall be equal to one percent of the aggregate
                     number of shares of Common Stock outstanding as of the
                     Date of Grant of options for such Year multiplied by the
                     budget percentage for that Year.  If the budget threshold
                     for year is exceeded, the allocable pool percentage for
                     that Year shall be increased by 5% for each percentage
                     point (rounded to the nearest whole percentage) that the
                     actual performance of the Company for the Year exceeds the
                     budget for the Year (up to a maximum of 100% if the budget
                     is exceeded by 10%).

                     (h)    Establishing Budget Considerations for a Year.
                     Except for the 1997 Year of the Plan, the Committee shall
                     determine the budget percentage for a Year prior to March
                     31 of the Year and shall set forth such determination in
                     its minutes.  For the 1997 Year, the budget percentage
                     shall be 75%.

                     (i)    Allocations of Shares Granted Under Subsection (g).
                     The number of shares granted under subsection (g) for a
                     Year shall be allocated among





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                     the eligible key employees and non-employee directors for
                     that Year based on the percentage established for each
                     such participant by the Committee for that Year.  Except
                     for the 1997 Year of the Plan, the Committee shall
                     establish the respective percentage for each participant
                     prior to March 31 of the Year and the aggregate of all
                     such percentages shall equal 100%.

       The grant of an option to a key employee or non-employee director shall
       not be deemed either to entitle the key employee or director to, or to
       disqualify the key employee or director from, participation in any other
       grant of options under the Plan.

              8.     GRANT OF OPTIONS.  The Committee is authorized to grant
       Incentive Options and Nonqualified Options under the Plan.  All options
       under the Plan shall be automatically granted as provided in Section 7.
       The grant of options shall be evidenced by stock option agreements
       containing such terms and provisions as are approved by the Committee,
       but not inconsistent with the Plan, including provisions that may be
       necessary to assure that any option that is intended to be an Incentive
       Option will comply with Section 422 of the Internal Revenue Code of
       1986, as amended.  The Company shall execute stock option agreements
       upon instructions from the Committee.  The Plan shall be submitted to
       the Company's stockholders for approval.  The Committee may grant
       options under the Plan prior to the time of stockholder approval, which
       options will be effective when granted, but if for any reason the
       stockholders of the Company do not approve the Plan prior to one year
       from the date of adoption of the Plan by the Board, all options granted
       under the Plan will be terminated and of no effect, and no option may be
       exercised in whole or in part prior to such stockholder approval.

              A stock option agreement may provide that the participant may
       request approval from the Committee to exercise an option or a portion
       thereof by tendering shares of





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       Common Stock at the fair market value per share on the date of exercise
       in lieu of cash payment of the exercise price.

              9.     OPTION PRICE.  The option price for all options to be
       granted for a Year shall be equal to the average of the high and low
       price per share of the Common Stock (or 110% of such amount as required
       by Section 4) on the Date of Grant for such Year.

              10.    OPTION PERIOD.  Except as provided in Section 4 hereof,
       the Option Period will begin on the Date of Grant of the option and will
       terminate on the tenth anniversary of that date.

              11.    EXERCISE OF OPTION.  Options granted under the Plan shall
       become exercisable in five cumulative annual installments of 20% of the
       total optioned shares beginning on the first anniversary of the Date of
       Grant of the option, and succeeding anniversaries thereafter.  If an
       installment covers a fractional share, such installment will be rounded
       off to the next highest share, except the final installment, which will
       be for the balance of the total optioned shares.  In no event may an
       option be exercised or shares be issued pursuant to an option if any
       requisite action, approval or consent of any governmental authority of
       any kind having jurisdiction over the exercise of options shall not have
       been taken or secured.

              12.    RIGHTS IN EVENT OF DEATH OR DISABILITY.  If a participant
       dies or becomes (disabled within the meaning of Section 22(e)(3) of the
       Internal Revenue Code of 1986, as amended) prior to expiration of his
       right to exercise an option in accordance with the provisions of his
       stock option agreement without having totally exercised the option, the
       option may be exercised, to the extent of the total remaining





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       shares that have not been purchased by exercise by the participant prior
       to the date of his death or disability, (i) in the case of death, by the
       participant's estate or by the person who acquired the right to exercise
       the option by bequest or inheritance or by reason of the death of the
       participant, or (ii) in the case of disability, by the participant or
       his personal representative; provided, however, in either case that the
       option is exercised prior to the date of its expiration or one year from
       the date of the participant's death or disability, whichever first
       occurs.  The date of disability of a participant shall be determined by
       the Committee.

              13.    RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT.  If a
       participant's employment with the Company and its Subsidiaries or
       service as a non-employee director of the Company terminates without
       cause (as defined below) prior to expiration of his right to exercise an
       option in accordance with the provisions of his stock option agreement
       without having totally exercised the option, the option may be
       exercised, to the extent of the shares with respect to which the option
       could have been exercised by the participant on the date his employment
       or service as a director terminates, prior to the date of its expiration
       or 30 days from the date his employment or directorship terminates,
       whichever first occurs.  If a participant's employment with the Company
       and its Subsidiaries or service as a non-employee director of the
       Company is terminated with cause prior to expiration of his right to
       exercise an option in accordance with the provisions of his stock option
       agreement without having totally exercised the option, the option shall
       terminate as of the effective date his employment or service as a
       director is terminated.  For purposes of the Plan, a participant's
       employment or service as a director





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       shall be deemed terminated with cause if the Company terminates his
       employment or directorship because of (i) a material breach by the
       participant of any of the terms of his employment contract, if any, (ii)
       his conviction for fraud or embezzlement, or because he has conducted
       himself in any way punishable as a felony, (iii) his engaging in conduct
       constituting or exhibiting malfeasance, gross negligence, gross
       incompetence or moral turpitude, or (iv) his suffering from drug or
       alcohol abuse or addiction that could, in the opinion of the Board,
       materially impair his ability to perform his duties or injure the
       assets, properties, operations or business reputation of the Company.

              14.    PAYMENT.  Full payment for shares purchased upon
       exercising an option shall be made in cash or by check or by tendering
       shares of Common Stock at the fair market value per share at the time of
       exercise, or on such other terms as are set forth in the applicable
       option agreement.  No shares may be issued until full payment of the
       purchase price therefor has been made, and a participant will have none
       of the rights of a stockholder until shares are issued to him.  In
       addition, the participant shall tender payment of the amount as may be
       requested by the Company, if any, for the purpose of satisfying its
       liability to withhold federal, state or local income or other taxes
       incurred by reason of the exercise of an option.

              15.    CAPITAL ADJUSTMENTS AND REORGANIZATIONS; ANTIDILUTION.
       The number of shares of Common Stock covered by each outstanding option
       granted under the Plan and the option price may be adjusted to reflect,
       as deemed appropriate by the Committee, any stock dividend, stock split,
       share combination, exchange of shares,





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       recapitalization, merger, consolidation, separation, reorganization,
       liquidation or the like, of or by the Company.

              In the event the Company shall be a party to any merger,
       consolidation or corporate reorganization, as the result of which the
       Company shall be the surviving corporation the rights and duties of the
       participants holding options and the Company shall not be affected in
       any manner.  In the event the Company shall sell all or substantially
       all of its assets or shall be a party to any merger, consolidation or
       corporate reorganization, as the result of which the Company shall not
       be the surviving corporation, or in the event any other person or entity
       may make a tender or exchange offer for stock of the Company whereby
       such other person or entity would own more than 50% of the outstanding
       Common Stock of the Company (the surviving corporation, purchaser, or
       tendering corporation being collectively referred to as the "Purchaser,"
       and the transaction being collectively referred to as the
       "Transaction"), then the Company may, at its election, (a) reach an
       agreement with the Purchaser that the Purchaser will assume the
       obligations of the Company under each option; (b) reach an agreement
       with the Purchaser that the Purchaser will convert each option into an
       option of at least equal value as to stock of the Purchaser; or (c) not
       later than twenty days prior to the effective date of such Transaction,
       notify each participant holding an option that his option is accelerated
       and afford to the participant a right for ten days after the date of
       such notice to exercise any then unexercised portion of the option
       whether or not such option shall then be exercisable according to its
       terms.  Within such ten-day period, each such participant may exercise
       any portion of such option as he may desire and deposit with the Company
       the requisite





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       cash to purchase in full and not in installments the Common Stock
       thereby exercised (or comply with Section 14, if applicable, with
       respect to exercising the option by tendering shares of Common Stock in
       lieu of each payment for the optioned shares being purchased), in which
       case the Company shall, prior to the effective date of the Transaction,
       issue all Common Stock thus exercised, which shall be treated as issued
       stock for purposes of the Transaction.

              16.    NON-ASSIGNABILITY.  Options may not be transferred other
       than by will or by the laws of descent and distribution.  During a
       participant's lifetime, options granted to a participant may be
       exercised only by the participant or by his personal representative as
       provided in Section 12.

              17.    INTERPRETATION.  The Committee shall interpret the Plan
       and shall prescribe such rules and regulations in connection with the
       operation of the Plan as it determines to be advisable for the
       administration of the Plan.  The Committee may rescind and amend its
       rules and regulations.

              18.    AMENDMENT OR DISCONTINUANCE.  The Plan may be amended or
       discontinued by the Board without the approval of the stockholders of
       the Company, except that any amendment that would (a) materially
       increase the number of securities that may be issued under the Plan or
       (b) materially modify the requirements of eligibility for participation
       in the Plan must be approved by the stockholders of the Company.





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              19.    EFFECT OF PLAN.  Neither the adoption of the Plan nor any
       action of the Board or the Committee shall be deemed to give any key
       employee or non-employee director any right to be granted an option to
       purchase Common Stock of the Company or any other rights except as may
       be evidenced by the stock option agreement, or any amendment thereto,
       duly authorized by the Committee and executed on behalf of the Company
       and then only to the extent and on the terms and conditions expressly
       set forth therein.  Nothing in this Plan shall be construed as
       conferring upon any participant the right to continue as an employee,
       officer or director.

              20.    TERM.  Unless sooner terminated by action of the Board,
       this Plan will terminate on January 28, 2007.  The  Committee may not
       grant options under the Plan after that date, but options granted before
       that date will continue to be effective in accordance with their terms.

              21.    APPLICABLE LAW.  This Plan shall be construed in
       accordance with and governed by the laws of the State of Texas.

              22.    DEFINITIONS.  For the purpose of this Plan, unless the
       context requires otherwise, the following terms shall have the meanings
       indicated:

                     (a)    "Board" means the Board of Directors of the
                            Company.

                     (b)    "Committee" means the Compensation Committee of the
                            Board.

                     (c)    "Common Stock" means the Common Stock which the
                            Company is currently authorized to issue or may in
                            the future be authorized to issue (as long as the
                            common stock varies from that currently authorized,
                            if at all, only in amount of par value).

                     (d)    "Company" means Ultrak, Inc., a Delaware
                            corporation.





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                     (e)    "Date of Grant" means for any Year the April 1st of
                            the next Year.

                     (f)    "Incentive Option" means an option granted under
                            the Plan which meets the requirements of Section
                            422 of the Internal Revenue Code of 1986, as
                            amended.

                     (g)    "Nonqualified Option" means an option granted under
                            the Plan which is not intended to be an Incentive
                            Option.

                     (h)    "Option Period" means the period during which an
                            option may be exercised.

                     (i)    "Parent" means any corporation in an unbroken chain
                            of corporations ending with the Company if, at the
                            time of granting of the option, each of the
                            corporations other than the Company owns stock
                            possessing 50% or more of the total combined voting
                            power of all classes of stock in one of the other
                            corporations in the chain.

                     (j)    "Plan" means this Incentive Stock Option Plan, as
                            amended from time to time.

                     (k)    "Subsidiary" means any corporation in an unbroken
                            chain of corporations beginning with the Company
                            if, at the time of the granting of the option, each
                            of the corporations other than the last corporation
                            in the unbroken chain owns stock possessing 50% or
                            more of the total combined voting power of all
                            classes of stock in one of the other corporations
                            in the chain, and "Subsidiaries" means more than
                            one of any such corporations.

                     (l)    "Year" means the calendar year.





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