sec document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L8OYmWIgi/tzd4tB0Sftscvx9cUZmBRDPW0zFandTIDVjuiFI5mcNomhY5IGtl2M u6UyaDVh+oYZSohEYNROvg== 0000921895-02-000049.txt : 20020414 0000921895-02-000049.hdr.sgml : 20020414 ACCESSION NUMBER: 0000921895-02-000049 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20020128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ULTRAK INC CENTRAL INDEX KEY: 0000318259 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 752626358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32267 FILM NUMBER: 02519432 BUSINESS ADDRESS: STREET 1: 1301 WATERS RIDGE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 BUSINESS PHONE: 9722809675 MAIL ADDRESS: STREET 1: 1301 WATERS RIDGE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VICTORIA & EAGLE STRATEGIC FUND CAYMAN ISLAND CENTRAL INDEX KEY: 0001162779 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: VICTORIA & EAGLE ASSET MANAGEMNET SA STREET 2: VIA NASSA 44 CITY: LUGANO SWITZERLAND CH 6900 STATE: V8 ZIP: 00000 BUSINESS PHONE: 01141919126464 MAIL ADDRESS: STREET 1: VICTORIA & EAGLE ASSET MANAGEMENT SA STREET 2: VIA NASSA 44 CITY: LUGANO SWITZERLAND CH 6900 STATE: V8 ZIP: 00000 SC 13D/A 1 form13d1ui05248_01282002.htm sec document

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                  SCHEDULE 13D

                 INFORMATION TO BE INCLUDED IN STATEMENTS FILED
                    PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
                     THERETO FILED PURSUANT TO RULE 13d-2(a)

                               (Amendment No. 1)1

                                  ULTRAK, INC.
- --------------------------------------------------------------------------------
                                (Name of issuer)

                     COMMON STOCK, $.01 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
                         (Title of class of securities)

                                    903898401
- --------------------------------------------------------------------------------
                                 (CUSIP number)

                            ROBERT H. FRIEDMAN, ESQ.
               OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200
- --------------------------------------------------------------------------------
                  (Name, address and telephone number of person
                authorized to receive notices and communications)

                                January 16, 2002
- --------------------------------------------------------------------------------
             (Date of event which requires filing of this statement)

            If the filing  person has  previously  filed a statement on Schedule
13G to report the acquisition  which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g),  check the
following box / /

            Note.  Schedules  filed  in  paper  format  shall  include  a signed
original and five copies of the schedule, including all exhibits. SEE Rule 13d-7
for other parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 14 Pages)

- --------
     1       The  remainder  of  this  cover  page  shall  be  filled  out for a
reporting person's initial filing on this form with respect to the subject class
of securities,  and for any subsequent  amendment  containing  information which
would alter disclosures provided in a prior cover page.

             The information  required on the remainder of this cover page shall
not be deemed to be "filed"  for the  purpose  of  Section 18 of the  Securities
Exchange Act of 1934 or otherwise  subject to the liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  SEE
the NOTES).





- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 2 of 14 pages
- --------------------------------              ----------------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               Victoria & Eagle Strategic Fund, Cayman Island
               I.D. No. Foreign Corporation
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OR ORGANIZATION

                     Cayman Islands
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    2,120,000
  OWNED BY
    EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                0
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                2,390,885
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                0
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     2,390,885(2)
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     16.7%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     CO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

(2) Does not give effect to the  super-voting  rights of Issuer's  Preferred Stock
discussed under Item 5 hereof.




- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 3 of 14 pages
- --------------------------------              ----------------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                 Niklaus Zenger
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OR ORGANIZATION

                     Switzerland
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    2,339,445
  OWNED BY
    EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                0
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                650,187
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                0
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     2,068,560(3)
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     14.0%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

(3) Does not give effect to the  super-voting  rights of Issuer's  Preferred Stock
discussed under Item 5 hereof.





- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 4 of 14 pages
- --------------------------------              ----------------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               Myriam Hernandez
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OR ORGANIZATION

                     France
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    0
  OWNED BY
     EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                0
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                267,723
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                0
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     267,723(4)
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     1.9%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

(4) Does not give effect to the  super-voting  rights of Issuer's  Preferred Stock
discussed under Item 5 hereof.




- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 5 of 14 pages
- --------------------------------              ----------------------------------


            The following constitutes Amendment No. 1 ("Amendment No. 1") to the
Schedule 13D filed by the undersigned (the "Schedule 13D"). This Amendment No. 1
amends and restates the Schedule 13D as specifically set forth.

Item 1.     Security and Issuer.
            -------------------

            This statement relates to shares of the common stock, $.01 par value
per share  ("Common  Stock"),  of Ultrak,  Inc.  (the  "Issuer").  The principal
executive  offices  of the  Issuer  are  located  at 1301  Waters  Ridge  Drive,
Lewisville,  Texas 75057.  As set forth below,  the Reporting  Persons  (defined
below)  have  also  acquired  shares  of the  Issuer's  Series A 12%  Cumulative
Convertible  Preferred  Stock  (the  "Preferred  Stock"),  which  shares are not
registered with the Securities and Exchange Commission  ("SEC"),  but which have
the right to vote with the Common Stock.

Item 2.     Identity and Background.
            -----------------------

            Items  2(a),  2(b) and 2(c) This  Statement  is filed by  Victoria &
Eagle  Strategic  Fund,  a  corporation  organized  under the laws of the Cayman
Islands ("VESF"),  Myriam Hernandez and Niklaus Zenger. Each of the foregoing is
referred to as a "Reporting Person" and collectively as the "Reporting Persons."

            VESF  is an  international  asset  management  group  whose  primary
business is  strategically  investing  in foreign  markets to achieve  long term
capital growth.  The principal  business address of VESF is c/o Victoria & Eagle
Asset Management S.A. - Via Nassa, 44-CH-6900 Lugano, Switzerland.  Fabio Conti,
Paolo Marmont,  Stephen  Rumball and Andrea  Manzitti are the sole directors and
executive officers of VESF.  BIPIELLE Bank (Suisse) S.A., Via Nassa,  11-CH-6900
Lugano is presently VESF's largest stockholder with 729,620 shares which account
for 89.13% of VESF's outstanding stock.

            A list of the  executive  officers and directors of BIPIELLE Bank is
attached hereto as Exhibit 7a and is incorporated herein by reference.

            Mr. Zenger is a private investor whose principal business address is
Kanalstrasse 31, Glattbrugg, Switzerland.

            Ms.  Hernandez is Mr.  Zenger's  wife and a private  investor  whose
address is Rossliweg 12, Oberbipp, Switzerland.

            Item 2(d) During the last five years, none of the Reporting Persons,
directors and executive  officers of the  Reporting  Persons,  nor directors and
executive officers of BIPIELLE Bank have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

            Item 2(e) During the last five years, none of the Reporting Persons,
directors and executive  officers of the  Reporting  Persons,  nor directors and
executive officers of BIPIELLE Bank have been a party to a civil proceeding of a
judicial or  administrative  body of competent  jurisdiction  and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining





- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 6 of 14 pages
- --------------------------------              ----------------------------------


future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

            Item  2(f)  VESF is a  corporation  organized  under the laws of the
Cayman Islands. Niklaus Zenger is a citizen of Switzerland.  Myriam Hernandez is
a citizen of France.

Item 3.     Source and Amount of Funds or Other Consideration.
            -------------------------------------------------

            On September  27, 2001,  Mr.  Zenger  entered into a stock  purchase
agreement with the Issuer (the "Purchase Agreement"), attached hereto as Exhibit
7b and incorporated herein by reference,  pursuant to which Mr. Zenger purchased
2,337,700 shares of the Issuer's Common Stock for an aggregate purchase price of
$4,441,630.  On October 12, 2001, Mr. Zenger entered into an agreement with VESF
whereby Mr. Zenger  agreed to sell  2,120,000 of these shares of Common Stock to
VESF  immediately  upon the  closing  of the  transactions  contemplated  in the
Purchase Agreement (the "Closing"). Mr. Zenger also separately agreed to sell an
additional  200,000  shares of Common Stock to Ms.  Hernandez  upon the Closing,
while retaining a six month proxy to vote those shares.  The aggregate  purchase
price for these  shares  was  $3,987,791.96  and  $380,000  respectively.  These
simultaneous purchase and sale transactions closed on October 25, 2001.

            On October  29,  2001,  Mr.  Zenger and VESF  entered  into a voting
rights  agreement,  attached  hereto as  Exhibit 7c and  incorporated  herein by
reference,  pursuant to which VESF agreed to transfer the voting rights attached
to its  2,120,000  shares of Common  Stock to Mr.  Zenger  in  exchange  for Mr.
Zenger's  commitment  to vote those  shares of Common Stock in  accordance  with
instructions  received from VESF.  At Mr.  Zenger's  demand,  VESF has agreed to
execute and deliver a voting  proxy for these  shares in favor of Mr.  Zenger or
any party designated by Mr. Zenger.

            The  Purchase  Agreement  also gave the Issuer the option to sell to
Mr. Zenger an additional  293,879 shares of Common Stock at $1.90 per share (the
"Issuer  Option").  The Issuer  exercised its Issuer Option on October 28, 2001,
subject to  stockholder  approval,  which was received on November 30, 2001. The
Issuer Option transaction has not yet closed.

            On October 23,  2001,  Mr.  Zenger and George  Broady,  the Issuer's
Chairman  of the Board and CEO,  entered  into a share  purchase  agreement,  as
amended on November  7, 2001,  pursuant to which Mr.  Zenger  agreed,  following
stockholder  approval,  to pay Mr. Broady $3 million in exchange for (1) 195,351
shares  Preferred Stock owned by Mr. Broady,  which are convertible into 406,981
shares of Common Stock and have  super-voting  rights  entitling their holder to
3,255,915 votes on all matters  submitted to stockholders  for a vote, and (2) a
six month  voting  proxy on  1,150,000  shares  of Mr.  Broady's  Common  Stock,
effective  November  2,  2001 (the  "Broady  Transaction").  The share  purchase
agreement  and  the  amendment  are  attached  hereto  as  Exhibits  7d and  7e,
respectively, and are incorporated herein by reference.

            The  Issuer's   stockholders  approved  the  Broady  Transaction  on
November  30, 2001,  which  subsequently  closed on January 16,  2002.  Upon the
closing,  Mr.  Zenger  transferred  130,233 and 32,559  shares of the  Preferred
Stock, respectively, to VESF and Ms. Hernandez in exchange for the same purchase






- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 7 of 14 pages
- --------------------------------              ----------------------------------


price per  share  previously  delivered  Mr.  Broady.  Mr.  Zenger  subsequently
received a voting proxy from Ms.  Hernandez to vote her Preferred  Stock for six
months and entered into an agreement (the "Voting Agreement") with VESF granting
Mr. Zenger the right to vote VESF's Preferred Stock for six months commencing on
January 16, 2002. A copy of the Voting  Agreement is attached  hereto as Exhibit
7f and is incorporated herein by reference.

            On January 10, 2002,  Mr. Zenger  entered into an option  agreement,
attached hereto as Exhibit 7g and incorporated  herein by reference (the "Option
Agreement"),  pursuant to which Mr.  Zenger was  granted a nine month  option to
acquire VESF's Preferred Stock for $2.2 million  commencing on January 16, 2002,
while VESF was granted the right to require Mr. Zenger to purchase its Preferred
Stock for $2.2 million,  commencing on April 16, 2002 and terminating six months
thereafter.

Item 4.     Purpose of Transaction.
            ----------------------

            The Reporting  Persons  purchased the shares of Common and Preferred
Stock  based on the belief  that at current  market  prices the Common  Stock is
undervalued. The Reporting Persons intend to review their respective investments
in the Issuer on a continuing basis and depending on various factors,  including
without limitation, the Issuer's financial position and investment strategy, the
price  levels of the  Common  Stock,  conditions  in the  securities  market and
general economic and industry conditions, each of the Reporting Persons may take
additional actions such as purchasing additional shares of Common Stock, selling
shares of Common  Stock or changing  its  intention  with respect to any and all
matters referred to in Item 4.

            In addition to the  foregoing,  Mr.  Zenger might  communicate  with
other   stockholders   and  make   proposals  to  the  Issuer   concerning   the
capitalization  and  operations  of the  Issuer.  Mr.  Zenger is also  currently
considering requesting that the Issuer's Board of Directors nominate individuals
selected by Mr. Zenger to serve on its Board of Directors and possibly have such
nominees  constitute a majority of the Issuer's  Board of  Directors.  As of the
date hereof,  Mr. Zenger has not submitted  such a request nor has he identified
any such nominees.

            VESF and Ms.  Hernandez  support Mr.  Zenger,  but have reserved the
right to change their position at any time in the future.

            Except as set forth herein or such as would occur upon completion of
any of the  actions  discussed  above,  the  Reporting  Persons  do not have any
present  plan or proposal  which would relate to or result in any of the matters
set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5.     Interest in Securities of the Issuer.
            ------------------------------------

      Item 5(a)

            VESF   beneficially   owns   2,390,885   shares  of  Common   Stock,
constituting  approximately  16.7% of the  Issuer's  outstanding  Common  Stock.
VESF's  total  number of shares  beneficially  owned by it is  comprised  of the






- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 8 of 14 pages
- --------------------------------              ----------------------------------


2,120,000  shares of Common Stock that VESF acquired  from Mr. Zenger  following
the Closing and the 270,885  shares of Common  Stock into which  VESF's  130,233
shares of Preferred  Stock are  convertible at the rate of 2.08 shares of Common
Stock  per each  share of  Preferred  Stock.  VESF's  percentage  of  beneficial
ownership  was arrived at by dividing the total number of shares of Common Stock
beneficially  owned  by it  (2,390,885)  by  14,297,473,  which  represents  the
2,337,700  shares of Common Stock issued at the Closing,  the 270,885  shares of
Common Stock into which VESF's 130,233 shares of Preferred Stock are convertible
at the rate of 2.08 shares of Common Stock per each share of Preferred Stock and
the  11,688,888  shares of Common Stock  reported as outstanding in the Issuer's
Quarterly  Report on Form 10-Q for the fiscal quarter ended  September 30, 2001,
filed with the  Securities  and Exchange  Commission  on November 14, 2001.  For
purposes of  calculating  this  percentage,  it was assumed that no party owning
Preferred Stock, other than VESF, had converted such stock into shares of Common
Stock.  Should either VESF or Mr. Zenger  exercise  their full options under the
Option  Agreement,  VESF's total  number of shares of Common Stock  beneficially
owned  would  decrease to  2,120,000,  being  comprised  solely of the shares of
Common Stock acquired from Mr. Zenger  following the Closing,  and  constituting
approximately  15.1%  of  the  Issuer's   outstanding  Common  Stock.  This  new
percentage of beneficial  ownership  was arrived at by dividing  VESF's  revised
total number of shares  beneficially  owned  (2,120,000)  by  14,026,588,  which
represents  the  2,337,700  shares of Common Stock issued at the Closing and the
11,688,888  shares of Common  Stock  reported  as  outstanding  in the  Issuer's
Quarterly  Report on Form 10-Q for the fiscal quarter ended  September 30, 2001,
filed with the  Securities  and Exchange  Commission  on November 14, 2001.  For
purposes of  calculating  this  percentage,  it was assumed that no party owning
Preferred Stock had converted such stock into shares of Common Stock.

            As  discussed  in  Item  3,  the  Preferred  Stock  carries  with it
super-voting  rights,  giving  each  holder  thereof  16.667  votes per share of
Preferred  Stock  held  on any  matter  submitted  to  stockholders  for a vote.
However, these super-voting rights will have no effect on VESF's voting power as
it has  already  granted  Mr.  Zenger  the right to vote its  130,233  shares of
Preferred  Stock for six months under the Voting  Agreement.  Therefore,  on any
matter  submitted to stockholders  for a vote, VESF would have 2,120,000  votes,
giving it  beneficial  control  over 15.1% of the  Issuer's  outstanding  voting
stock.  VESF's voting power  percentage was arrived at by dividing  VESF's total
number  of  votes  beneficially  controlled  (2,120,000)  by  14,026,588,  which
represents the votes attached to the 2,337,700  shares of Common Stock issued at
the Closing,  and the votes  attached to the  11,688,888  shares of Common Stock
reported as  outstanding in the Issuer's  Quarterly  Report on Form 10-Q for the
fiscal quarter ended September 30, 2001,  filed with the Securities and Exchange
Commission on November 14, 2001. For purposes of calculating this percentage, it
was assumed that no party owning  Preferred Stock had exercised its super-voting
rights.  Should either VESF or Mr. Zenger  exercise their full options under the
Option  Agreement,  VESF's  voting power would remain the same as it has already
granted  Mr.  Zenger  the right to vote its  shares of  Preferred  Stock for six
months under the Voting Agreement.

            Mr.  Zenger  beneficially  owns  2,068,560  shares of Common  Stock,
constituting  approximately  14% of the Issuer's  outstanding  Common Stock. Mr.
Zenger's  total number of shares  beneficially  owned by him is comprised of the
17,700  shares of Common Stock he retained  following  the Closing,  the 293,879
shares of Common Stock he is obligated to purchase under the Issuer Option,  the






- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 9 of 14 pages
- --------------------------------              ----------------------------------


1,150,000  shares of Common  Stock with  respect  to which he was  granted a six
month voting proxy by Mr. Broady, the 200,000 shares of Common Stock acquired by
Ms.  Hernandez at the Closing with respect to which she has granted Mr. Zenger a
six month  voting  proxy and the 406,981  shares of Common  Stock into which the
195,351 currently outstanding shares of Preferred Stock are convertible.  All of
the outstanding  Preferred Stock has been deemed to be beneficially owned by Mr.
Zenger,  as he personally owns 32,559 shares of Preferred  Stock, has received a
voting proxy from Ms.  Hernandez  giving him the right to vote her 32,559 shares
of  Preferred  Stock for six  months  and Mr.  Zenger  is a party to the  Voting
Agreement  which grants him the right to vote VESF's 130,233 shares of Preferred
Stock for six months.  Mr.  Zenger's  percentage  of  beneficial  ownership  was
arrived at by dividing his total number of shares beneficially owned (2,068,560)
by 14,727,448,  which  represents the 2,337,700 shares of Common Stock issued at
the  Closing,  the 293,879  shares of Common  Stock Mr.  Zenger is  obligated to
purchase under the Issuer Option,  the 406,981 shares of Common Stock into which
the 195,351  shares of  Preferred  Stock  beneficially  owned by Mr.  Zenger are
convertible,  and the 11,688,888  shares of Common Stock reported as outstanding
in the  Issuer's  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
September  30,  2001,  filed with the  Securities  and  Exchange  Commission  on
November 14, 2001.  Should either VESF or Mr. Zenger exercise their full options
under the Option Agreement,  Mr. Zenger's total number of shares of Common Stock
beneficially owned would remain the same as he already  beneficially owns all of
VESF's Preferred Stock as a result of the Voting Agreement.

            When  giving  effect  to the  super-voting  rights  attached  to the
195,351 shares of Preferred Stock  beneficially  owned by Mr. Zenger, Mr. Zenger
would beneficially control 4,917,494 votes or 28.0% of the Issuer's voting stock
on any matter submitted to stockholders for a vote. Mr. Zenger's total number of
votes  beneficially  controlled is comprised of the votes attached to the 17,700
shares of Common Stock he retained following the Closing,  the 293,879 shares of
Common Stock he is obligated to purchase under the Issuer Option,  the 1,150,000
shares of Common  Stock with  respect to which he was granted a six month voting
proxy by Mr.  Broady,  the  200,000  shares  of  Common  Stock  acquired  by Ms.
Hernandez  at the Closing with  respect to which Ms.  Hernandez  has granted Mr.
Zenger a six month voting proxy and the 3,255,915  votes attached to the 195,351
shares  of  Preferred  Stock  beneficially  owned by Mr.  Zenger.  Mr.  Zenger's
percentage  of voting power was arrived at by dividing his total number of votes
beneficially   controlled  (4,917,494)  by  17,576,382,   which  represents  the
2,337,700  shares of Common Stock issued at the Closing,  the 293,879  shares of
Common Stock Mr. Zenger is obligated to purchase  under the Issuer  Option,  the
3,255,915 votes attached to the 195,351 shares of Preferred  Stock  beneficially
owned by Mr.  Zenger  and the  11,688,888  shares of Common  Stock  reported  as
outstanding in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2001,  filed with the Securities and Exchange  Commission on
November 14, 2001.  Should either VESF or Mr. Zenger exercise their full options
under the Option  Agreement,  Mr. Zenger's voting power would remain the same as
he already  beneficially  owns all of VESF's  Preferred Stock as a result of the
Voting Agreement.

            Ms.  Hernandez  beneficially  owns 267,723  shares of Common  Stock,
constituting  approximately  1.9% of the Issuer's  outstanding Common Stock. Ms.
Hernandez's total number of shares beneficially owned by her is comprised of the
200,000  shares of Common  Stock that Ms.  Hernandez  acquired  from Mr.  Zenger
following  the  Closing  and the  67,723  shares of Common  Stock into which her






- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 10 of 14 pages
- --------------------------------              ----------------------------------


32,559 shares of Preferred  Stock are  convertible at the rate of 2.08 shares of
Common Stock per each share of Preferred  Stock. Ms.  Hernandez's  percentage of
beneficial  ownership  was  arrived at by  dividing  her total  number of shares
beneficially  owned  (267,723) by  14,094,311,  which  represents  the 2,337,700
shares of Common Stock issued at the Closing,  the 67,723 shares of Common Stock
into which her 32,559 shares of Preferred  Stock are  convertible at the rate of
2.08 shares of Common Stock per each share of Preferred Stock and the 11,688,888
shares of Common Stock reported as outstanding in the Issuer's  Quarterly Report
on Form 10-Q for the fiscal  quarter ended  September  30, 2001,  filed with the
Securities  and  Exchange  Commission  on November  14,  2001.  For  purposes of
calculating  this  percentage,  it was assumed  that no party  owning  Preferred
Stock, other than Ms. Hernandez,  had converted such stock into shares of Common
Stock.

            The super-voting rights attached to Ms. Hernandez's 32,559 shares of
Preferred Stock have no effect on her beneficial ownership calculations,  as Ms.
Hernandez  has  previously  granted six month voting  proxies to Mr. Zenger with
respect to all of her holdings of the Issuer.

            The Reporting  Persons  beneficially  own 4,188,560 shares of Common
Stock,  constituting  approximately  28.4% of the  Issuer's  outstanding  Common
Stock. The Reporting Persons' total number of shares  beneficially owned by them
is  comprised  of the  17,700  shares of Common  Stock  retained  by Mr.  Zenger
following  the Closing,  the 200,000  shares of Common Stock that Ms.  Hernandez
acquired from Mr. Zenger  following the Closing,  the 2,120,000 shares of Common
Stock that VESF  acquired from Mr.  Zenger  following  the Closing,  the 293,879
shares of Common  Stock Mr.  Zenger is  obligated  to purchase  under the Issuer
Option,  the  1,150,000  shares of Common Stock with respect to which Mr. Zenger
was granted a six month  voting  proxy by Mr.  Broady and the 406,981  shares of
Common Stock into which the 195,351  currently  outstanding  shares of Preferred
Stock are  convertible.  As discussed  above,  all of the outstanding  Preferred
Stock has been deemed to be  beneficially  owned by the Reporting  Persons.  The
Reporting Persons' percentage of beneficial ownership was arrived at by dividing
their total number of shares beneficially owned (4,188,560) by 14,727,448, which
represents  the  2,337,700  shares of Common Stock  issued at the  Closing,  the
293,879  shares of Common Stock Mr.  Zenger is  obligated to purchase  under the
Issuer Option,  the 406,981 shares of Common Stock into which the 195,351 shares
of Preferred Stock  beneficially owned by the Reporting Persons are convertible,
and the  11,688,888  shares of  Common  Stock  reported  as  outstanding  in the
Issuer's  Quarterly  Report on Form 10-Q for the fiscal quarter ended  September
30, 2001,  filed with the  Securities  and Exchange  Commission  on November 14,
2001.

            When  giving  effect  to the  super-voting  rights  attached  to the
195,351 shares of Preferred Stock  beneficially  owned by the Reporting Persons,
the Reporting Persons would beneficially control 7,037,494 votes or 40.0% of the
Issuer's voting stock on any matter  submitted to  stockholders  for a vote. The
Reporting Persons' total number of votes beneficially controlled is comprised of
the votes  attached to the 17,700 shares of Common Stock  retained by Mr. Zenger
following  the Closing,  the 200,000  shares of Common Stock that Ms.  Hernandez
acquired from Mr. Zenger  following the Closing,  the 2,120,000 shares of Common
Stock that VESF  acquired from Mr.  Zenger  following  the Closing,  the 293,879
shares of Common  Stock Mr.  Zenger is  obligated  to purchase  under the Issuer
Option,  the  1,150,000  shares of Common Stock with respect to which Mr. Zenger
was  granted a six month  voting  proxy by Mr.  Broady and the  3,255,915  votes






- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 11 of 14 pages
- --------------------------------              ----------------------------------


attached to the 195,351  shares of  Preferred  Stock  beneficially  owned by the
Reporting Persons. The Reporting Persons' percentage of voting power was arrived
at by dividing their total number of votes beneficially  controlled  (7,037,494)
by 17,576,382,  which  represents the 2,337,700 shares of Common Stock issued at
the  Closing,  the 293,879  shares of Common  Stock Mr.  Zenger is  obligated to
purchase  under the Issuer Option,  the 3,255,915  votes attached to the 195,351
shares of Preferred Stock  beneficially  owned by the Reporting  Persons and the
11,688,888  shares of Common  Stock  reported  as  outstanding  in the  Issuer's
Quarterly  Report on Form 10-Q for the fiscal quarter ended  September 30, 2001,
filed with the Securities and Exchange Commission on November 14, 2001.

            Item 5(b)

            VESF has sole voting power with  respect to 2,120,000  shares of the
2,390,885  shares of Common  Stock it is reported  to  beneficially  own,  being
comprised  solely of the 2,120,000  shares VESF purchased from Mr. Zenger at the
Closing.  VESF has no voting power with respect to the 270,885  shares of Common
Stock into which its 130,233 shares of Preferred Stock are  convertible,  as the
Voting  Agreement grants Mr. Zenger the right to vote VESF's Preferred Stock for
six  months.  VESF,  however,  has sole  dispositive  power with  respect to all
2,390,885 shares of Common Stock it is reported to beneficially own.

            Mr.  Zenger  has sole  voting  power with  respect to all  2,086,560
shares of Common Stock he is reported to  beneficially  own,  consisting  of the
17,700  shares of Common Stock he retained  following  the Closing,  the 293,879
shares of Common Stock he is obligated to purchase under the Issuer Option,  the
1,150,000  shares of Common  Stock with  respect  to which he was  granted a six
month voting proxy by Mr. Broady, the 200,000 shares of Common Stock acquired by
Ms.  Hernandez at the Closing with respect to which she has granted Mr. Zenger a
six month  voting  proxy and the 406,981  shares of Common  Stock into which the
195,351  currently  outstanding  shares of Preferred Stock are convertible.  Mr.
Zenger has been  deemed to have sole  voting  power over all of the  outstanding
Preferred  Stock,  as he personally owns 32,559 shares of Preferred  Stock,  has
received  a voting  proxy  from Ms.  Hernandez  giving him the right to vote her
32,559 shares of Preferred Stock for six months and Mr. Zenger is a party to the
Voting  Agreement  which grants him the right to vote VESF's  130,233  shares of
Preferred Stock for six months. Mr. Zenger,  however, has sole dispositive power
only with respect to 650,187  shares of Common  Stock,  consisting of the 17,700
shares of Common Stock Mr. Zenger  retained  following  the Closing,  the 67,723
shares of Common Stock into which Mr.  Zenger's 32,559 shares of Preferred Stock
are  convertible,  the  270,885  shares of Common  Stock into which the  130,233
shares of Preferred Stock  beneficially  owned by Mr. Zenger (presently owned by
VESF but Mr. Zenger has an option to purchase) are convertible,  and the 293,879
shares of Common  Stock Mr.  Zenger is  obligated  to purchase  under the Issuer
Option.

            As a result of delivering  voting proxies to Mr. Zenger with respect
to all of her holdings of the Issuer,  Ms.  Hernandez  has no voting rights with
respect any shares of Common or Preferred Stock.  Ms.  Hernandez,  however,  has
retained  sole  dispositive  power with respect to all 267,723  shares of Common
Stock reported to be beneficially owned by her.






- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 12 of 14 pages
- --------------------------------              ----------------------------------


            The Reporting  Persons  maintain sole voting and  dispositive  power
with respect to all 4,188,560 shares of Common Stock reported to be beneficially
owned by them.

            Item 5(c) Item 3 lists all transactions in the Issuer's Common Stock
in the last 60 days by the Reporting Persons.

            Item 5(d) No person  other than the  Reporting  Persons are known to
have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, such shares of the Common Stock.

            Item 5(e) Not applicable.

Item 6.     Contracts,   Arrangements,   Understandings  or  Relationships  With
            Respect to Securities of the Issuer.

            The  information  set forth in Item 3 hereof  concerning  agreements
with respect to securities of the Issuer is incorporated herein by reference.

Item 7.     Materials to be Filed as Exhibits.
            ---------------------------------


(a)         List of Officers and Directors of BIPIELLE Bank.

(b)         Stock Purchase Agreement,  dated September 27, 2001, between Ultrak,
            Inc. and Niklaus Zenger.

(c)         Agreement dated October 29, 2001 between Niklaus Zenger and Victoria
            & Eagle Strategic Fund.

(d)         Share Purchase  Agreement,  dated October 23, 2001,  between Niklaus
            Zenger and George Broady.

(e)         Amendment to the Share Purchase Agreement Dated November 7, 2001.

(f)         Purchase  and Voting  Agreement,  dated  January 10,  2002,  between
            Niklaus Zenger and Victoria & Eagle Strategic Fund.

(g)         Call/Put Option Agreement,  dated January 10, 2002,  between Niklaus
            Zenger and Victoria & Eagle Strategic Fund.

(h)         Joint Filing Agreement.






- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 13 of 14 pages
- --------------------------------              ----------------------------------


                                   SIGNATURES

            After due inquiry and to the best of his knowledge  and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.

Dated: January 25, 2002



                                          VICTORIA & EAGLE STRATEGIC
                                          FUND, CAYMAN ISLAND


                                          By: /s/ Fabio Conti
                                              ------------------
                                              Name: Fabio Conti
                                              Title: Director



                                          /s/ Niklaus Zenger
                                          ------------------
                                          Niklaus Zenger


                                          /s/ Myriam Hernandez
                                          --------------------
                                          Myriam Hernandez








- --------------------------------              ----------------------------------
CUSIP No. 903898401                  13D          Page 14 of 14 pages
- --------------------------------              ----------------------------------


                                  EXHIBIT INDEX

Exhibit:

99.1.       List of Officers and Directors of BIPIELLE Bank.

99.2.       Stock Purchase Agreement,  dated September 27, 2001, between Ultrak,
            Inc. and Niklaus Zenger.

99.3.       Agreement dated October 29, 2001 between Niklaus Zenger and Victoria
            & Eagle Strategic Fund

99.4.       Share Purchase  Agreement,  dated October 23, 2001,  between Niklaus
            Zenger and George Broady.

99.5.       Amendment to the Share Purchase Agreement Dated November 7, 2001.

99.6.       Purchase  and Voting  Agreement,  dated  January 10,  2002,  between
            Niklaus Zenger and Victoria & Eagle Strategic Fund.

99.7.       Call/Put Option Agreement,  dated January 10, 2002,  between Niklaus
            Zenger and Victoria & Eagle Strategic Fund.

99.8.       Joint Filing Agreement.

EX-99 3 form13d1uiex991_01282002.htm EX 99.1 sec document



                                    Exhibit 1
                                    ---------

BOARD OF DIRECTORS        VALID SINCE  GENERAL  MEETING OF THE  SHAREHOLDERS  OF
                          APRIL 5, 2001

DR. DESIDERIO ZONCADA*                    Chairman

DR. FABIO M. CONTI*                       Vice-Chairman

DR. IVO ALESSIANI                         Director
ALEARDO CATTANEO                          Director
DR. GIANPIERO FIORANI*                    Director
PIERLUIGI GALLO*                          Director
DR. MICHELE RAFFAELE GRIPPA               Director
DR. PAOLO MARMONT DU HAUT CHAMP*          Director
MASSIMO PEDRAZZINI, AVVOCATO*             Director
VENERIO QUADRI, AVVOCATO-NOTAIO           Director
LIC. IUR. HSG HANS-PETER SCHWALD          Director
*MEMBERS OF THE EXECUTIVE COMMITTEE

GENERAL MANAGEMENT

FABRIZIO DONATI                           General Manager
EGIDIO MENCOSSI                           Deputy General Manager
MARCO NICHETTI                            Deputy General Manager

MANAGEMENT

NICULIN a PORTA                           Senior Vice-President
ALDO BRUNELLA                             Senior Vice-President
GUGLIELMO VAUCHER DE LA CROIX             Senior Vice-President

MASSIMO BERTINI-MORINI                    Vice-President
GIUSEPPE GAMBACORTA                       Vice-President
JUERG GIEZENDANNER                        Vice-President
FIORENZO INDI                             Vice-President
RAFFAELE MIGLIETTA                        Vice-President
FEDERICO TERSSERA                         Vice-President
MARCO TORTI                               Vice-President

AUDITORS

ARTHUR ANDERSEN SA
Lugano

EX-99 4 form13d1uiex992_01282002.htm EX-99.2 sec document



                                    Exhibit 2
                                    ---------

                                     ANNEX A


                            STOCK PURCHASE AGREEMENT


            THIS STOCK PURCHASE  AGREEMENT (this  "Agreement"),  dated September
27, 2001, is between Ultrak, Inc., a Delaware  corporation (the "Company"),  and
Niklaus Zenger ("Purchaser").

            RECITALS.  The Company is a public company in the United States with
certain of its Common  Stock (the  "Stock")  registered  with the United  States
Securities and Exchange Commission (the "SEC") and listed on the NASDAQ National
Market System. At the closing of the transactions contemplated by this Agreement
(the "Closing"), the Company desires to sell to Purchaser, and Purchaser desires
to acquire from the Company,  2,337,700  authorized  but unissued  shares of the
Stock (the  "Purchased  Shares") in exchange fox  $4,441,630.00  (the  "Purchase
Price").   Purchaser  understands  that  the  Purchased  Shares  have  not  been
registered with the SEC and are not freely transferable.

            NOW THEREFORE,  in  consideration of the premises and the respective
covenants and agreements  contained herein, the receipt and sufficiency of which
are hereby  acknowledged,  the parties  hereto,  intending to be legally  bound,
hereby covenant and agree as follows;

            1.  Purchase.  Subject to the terms hereof,  on the Closing Date (as
hereinafter  defined),  the  Company  shall sell and deliver to  Purchaser,  and
Purchaser agrees to purchase from the Company, the Purchased Shares.

            2.  Purchase  Price.  As  consideration  for the  Purchased  Shares,
Purchaser shall pay the Company the Purchase Price at the Closing in immediately
available funds.

            3. Closing.  The Closing shall be held at the offices of the Company
in  Lewisville,  Texas,  at 10:00  a.m.,  local  time,  on the date  hereof (the
"Closing  Date").  At the  Closing,  each party shall  execute and deliver  each
document  required to  consummate  this  Agreement.  The Company shall deliver a
certificate or certificates representing the Purchased Shares.

            4. Additional  Shares.  The Company,  at the Company's  option,  may
elect,  for  thirty  (30) days from the date  hereof,  to obtain  all  approvals
necessary  (including  NASDAQ  approval) to sell  Purchaser up to an  additional
293,879 shares of the Stock (the "Additional  Shares") at a price per Additional
Share of $1.90 payable in cash. All of Purchaser's  representations herein shall
apply to both the Purchased Shares and any Additional Shares,

            5.  Representations  of the  Company.  The  Company  represents  and
warrants to Purchaser that:

                (a)  The  Company  is  a  corporation  duty  organized,  validly
existing,  and in good  standing  under  Delaware  law.  The  Company  has  full
corporate power and authority to perform this Agreement.

                (b) The execution,  delivery,  and performance by the Company of
this Agreement has been duly authorized and approved by all necessary  corporate
action on the part of the Company.  This  Agreement  has been duly  executed and
delivered by the Company, and is the legal, valid, and binding obligation of the
Company,  and is enforceable  against the Company in accordance  with its terms,
subject to laws affecting  generally the enforcement of creditors' rights and to
general principles of equity.

                (c)  The  execution  and  deliver  of  this  Agreement,  and the
consummation of the transactions contemplated by this Agreement, will not result
in a breach or violation of, or  constitute a default under (i) the  Certificate
of Incorporation or Bylaws of the Company or (ii) any agreement or instrument to
which the Company is a party or by which the Company is bound.






                (d) Other than  filings  with the SEC and NASDAQ and the consent
of the Company's  lenders,  no  authorization,  consent,  approval,  permit,  or
license of, or filing with, any  governmental or public body or authority or any
other person or entity is required to  authorize,  or is required in  connection
with the Company's execution, delivery, and performance of this Agreement.

                (e) The Company has  furnished  to Purchaser  (i) the  Company's
annual  report on Form  10-K for the year  ended  December  31,  2000,  (ii) the
Company's  annual report to  stockholders  for the year ended December 31, 2000,
(iii) the  Company's  definitive  proxy  statement  for the June 1, 2001  annual
meeting of the Company's stockholders,  and (iv) the Company's Form 10-Q for the
quarters  ended  March  31,  2001  and  June 30,  2001  (collectively,  the "SEC
Filings").  The Company represents that all of the SEC Filings were timely filed
and in accordance with the SEC's rules and regulations.

            6.  Representations  of Purchaser.  Purchaser hereby  represents and
warrants to the Company as follows:

                (a)  Purchaser is an individual  and in good standing  under the
laws of the  Switzerland.  Purchaser  has all  requisite  power and authority to
perform this Agreement.

                (b) The  execution,  delivery,  and  performance by Purchaser of
this Agreement has been duly authorized and approved by all necessary  action on
the part of  Purchaser.  This  Agreement has been duly executed and delivered by
Purchaser,  and is the legal, valid, and binding obligation of Purchaser, and is
enforceable  against  Purchaser in  accordance  with its terms,  subject to laws
affecting  generally  the  enforcement  of  creditors'  rights  and  to  general
principles of equity.

                (c)  The  execution  and  delivery  of this  Agreement,  and the
consummation of the transactions contemplated by this Agreement, will not result
in a breach or violation of or constitute a default under or pursuant to (i) the
[charter documents]  [formation documents] of Purchaser or (ii) any agreement or
instrument to which Purchaser is a party or by which Purchaser is bound,

                (d) Other than a filing with the SEC following  the Closing,  no
authorization,  consent,  approval,  permit,  or license of, or filing with, any
governmental  or  public  body or  authority  or any  other  person or entity is
required to authorize,  or is required in connection with Purchaser's execution,
delivery, and performance of this Agreement.

                (e) There  are no  claims  for any  broker  or  similar  fees in
connection  with the  transactions  contemplated  by this Agreement based on any
arrangement  of  agreement  made by or on behalf  of  Purchaser  or  Purchaser's
affiliates.

                (f) Purchaser  hereby  represents and warrants to, and covenants
with, the Company that:

                    (i) Purchaser has reviewed the SEC Filings.  The Company has
given  Purchaser the  opportunity  to review any of the Company's  other filings
with the SEC.

                    (ii) In  connection  with the  issuance to  Purchaser of the
Purchased  Shares,  Purchaser  hereby  acknowledges  and  understands  that  the
Purchased Shares have not been registered under the United States Securities Act
of 1933, as amended (the "Federal  Act"),  the Texas  Securities Act, as amended
(the "Texas  Act"),  or any  securities  acts of any other state or country (the
"Other  Acts"),  that the  Purchased  Shares are being  issued to  Purchaser  in
reliance upon one or more exemptions from registration  contained in the Federal
Act, the Texas Act, and the Other Acts, and that the Company's  reliance on such
exemptions is based in part upon the representations made herein by Purchaser.

                    (iii)  Purchaser  hereby  represents  to  the  Company  that
Purchaser is acquiring the Purchased  Shares solely for  Purchaser's own account
for investment and not with a view to, or for offer or sale in connection  with,






the  unregistered  "distribution"  of all or any  part of the  Purchased  Shares
within the  meaning of the  Federal  Act.  Purchaser  represents  that he has no
current  intention  to sell,  convey,  dispose of, or otherwise  distribute  any
interest in or risk related to the Purchased Shares.  Purchaser acknowledges and
agrees that this transaction has not been reviewed or approved by the SEC or any
other governmental agency or department.

                    (iv) Purchaser  hereby  acknowledges  that the provisions of
Rule 144  promulgated  under the Federal Act ("Rule 144")' are not now available
for the public resale of the Purchased Shares and that Purchaser has no right to
have the Purchased Shares  registered under the Federal Act to permit them to be
resold.  Purchaser also hereby  acknowledges that, as a result of the foregoing,
Purchaser must hold the Purchased Shares for at least one (1) year from issuance
(unless subsequently  registered prior to that time) assuming the entire risk of
investment  therein for that period of time,  until and unless (A) the Purchased
Shares are  subsequently  registered  under the Federal Act,  (B) the  Purchased
Shares may be sold under Rule 144,  or (C) an  exemption  from  registration  is
available at the time of resale of the Purchased  Shares,  Purchaser is aware of
the provisions of Rule 144 which permits limited resale of shares purchased in a
private placement subject to the satisfaction of certain conditions,  including,
among other  things,  the  existence  of a public  market for such  shares,  the
availability  of certain  current  public  information  about the issuer of such
shares, the resale occurring not less than one year after acquisition,  the sale
being  through a  "broker's  transaction"  or in  transactions  directly  with a
"market  maker" (as provided by Rule 144(f)) and the number of shares being sold
during any three-month period not exceeding  specified  limitations  (unless the
sale is within the requirements of Rule 144(k)).

                    (v)  Purchaser   hereby   represents  to  the  Company  that
Purchaser has such  knowledge and  experience in financial and business  matters
that Purchaser is capable of evaluating the merits and risks of investing in the
Purchased Shares and that Purchaser is able to bear the economic risk, including
a total  loss,  of such  an  investment.  Purchaser  understands  and has  fully
considered  for purposes of this  investment  the risks of this  investment  and
that,  because of the  restrictions  on  transfer,  it may not be  possible  for
Purchaser to liquidate  Purchaser's  investment in the  Purchased  Shares in the
case of emergency.

                    (vi)  Purchaser  acknowledges  and agrees that  Purchaser is
acquiring the Purchased  Shares  without being offered or furnished any offering
literature  or  prospectus   other  than  the  SEC  Filings.   Purchaser  hereby
acknowledges  that Purchaser has had access to all information,  which Purchaser
considers  necessary  or  advisable  to  enable  Purchaser  to make an  informed
decision  concerning  the  acquisition  of the  Purchased  Shares.  Purchaser is
acquiring the  Purchased  Shares based solely on  Purchaser's  review of the SEC
Filings and Purchaser's  investigation of, and satisfaction  with, the Company's
current and anticipated financial condition and assets and not based on any oral
representations  of  any  individual.  Purchaser  confirms  that  Purchaser  and
Purchaser's  representatives and advisors have been given the opportunity to ask
questions  of,  and to receive  answers  from,  persons  acting on behalf of the
Company  concerning  the business and prospects of the Company and to obtain any
additional  information,  to the extent such persons possess such information or
can acquire it without  unreasonable  effort or expense and without  breach,  of
confidentiality obligations, necessary to verify the accuracy of the information
set forth in the SEC Filings.

                    (vii)  Purchaser  understands  that  Purchaser must not, and
Purchaser,  agrees that Purchaser will not, sell, transfer, assign, encumber, or
otherwise dispose of the Purchased Shares or any interest therein,  unless prior
thereto Purchaser has delivered to the Company,  and the Company has accepted as
satisfactory, an opinion of experienced and competent counsel to the effect that
such proposed sale, transfer,  assignment,  encumbrance, or disposition will not
constitute  or result in any  violation  of the Federal  Act, the Texas Act, the
Other Acts,  or any other  applicable  statute  relating to the  disposition  of
securities.

                    (viii)  Purchaser  understands  and agrees that there may be
typed or  otherwise  printed  on the  certificates  representing  the  Purchased
Shares,  and any other securities issued in respect of the Purchased Shares upon
any stock split, stock dividend,  recapitalization,  merger,  consolidation,  or
similar event, a legend referring to the foregoing restriction upon disposition,
such legend to be  substantially in the following form (in addition to any other
legends required by applicable law):






            THE  PURCHASED  SHARES  EVIDENCED  BY  THIS  CERTIFICATE  HAVE  BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT") OR UNDER ANY APPLICABLE  STATE LAW, AND SUCH  PURCHASED  SHARES
MAY NOT BE SOLD,  TRANSFERRED,  ASSIGNED,  OR  OTHERWISE  DISPOSED  OF  UNLESS A
REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH DISPOSITION SHALL THEN
BE IN EFFECT OR UNLESS THE PERSON  REQUESTING  THE  TRANSFER  OF SUCH  PURCHASED
SHARES SHALL FURNISH, WITH RESPECT TO SUCH TRANSFER, AN OPINION OP COUNSEL (BOTH
COUNSEL AND OPINION TO BE  SATISFACTORY  TO THE  CORPORATION) TO THE EFFECT THAT
SUCH SALE, TRANSFER,  ASSIGNMENT,  OR DISPOSITION WILL NOT INVOLVE ANY VIOLATION
OF THE ACT OR ANY APPLICABLE STATE LAW.

                    (ix) Purchaser also understands that the Company's  Transfer
Agent,  the keeper of the Company's  stock transfer books and records,  has been
instructed  not to transfer  the  Purchased  Shares  except  upon the  Company's
instructions  for one (1) year from  issuance (and  transfers  during the second
year after  issuance must be in  accordance  with Rule 144) and that the Company
will take such  other  steps as the  Company  deems  necessary  to  prevent  the
transfer of the Purchased Shares in the absence of compliance with the foregoing
restrictions.

                    (x) Purchaser represents to the Company that Purchaser is an
"accredited  investor"  under Rule 501 of  Regulation  D of the Federal Act, and
that the sale of the Purchased  Shares to Purchaser is  predicated,  in part, on
Regulation D, which addresses the limited sale of unregistered securities.

                    (xi)  Purchaser  acknowledges  that  Purchaser  has received
certain  financial  projections for the Company (the  "Financial  Projections").
Purchaser understands that there is no guarantee or assurance that the Company's
operations will meet the Financial  Projections.  Purchaser further  understands
that the Financial Projections are subject to a number of factors, most of which
are outside the Company's control.  The Financial  Projections involve risks and
uncertainties  and actual  results  may  differ  materially  from the  Financial
Projections,  Investor acknowledges that the Financial Projections should not be
relied upon as indicative of the Company's future performance.

            7.  Notices.  All notices and  communications  under this  Agreement
shall be in writing and shall be deemed to have been duly given if (a) delivered
personally,  (b) sent by third party courier or overnight  delivery service,  or
(c) sent by telecopy  (with  receipt  confirmed),  to parties at the address set
forth  opposite  their  signature.  Any such notice shall be deemed to have been
given and received on (i) the date so delivered,  if delivered personally,  (ii)
the next  business day after  delivery to such third party  courier or overnight
delivery service,  if sent by third party courier or overnight  delivery service
for  next  day  delivery,  or (iii)  the  date of the  confirmation,  if sent by
telecopy.

            8. Entire Agreement. This Agreement constitutes the entire agreement
and understanding  between the parties relating to the subject matter hereof and
supersedes all prior agreements, communications, and arrangements, whether oral,
written,  or inferred,  among the parties relating to the subject matter hereof.
This Agreement may not be modified,  in whole,  or in part,  except by a written
instrument executed by each party hereto.

            9.  Governing  Law.  This  Agreement  shall be governed by Texas law
without regard to the conflict of law principles thereof.

            10.  Severability.  If any provision of this Agreement is held to be
illegal,  invalid,  or  unenforceable  under any  current  or future  law,  such
provision  shall be fully  severable and this  Agreement  shall be construed and
enforced as if such illegal, invalid, or unenforceable provision never comprised
a part hereof,  and the remaining  provisions of this Agreement  shall remain in
full force and effect and shall not be  affected  by the  illegal,  invalid,  or
unenforceable  provision or by its severance herefrom.  Furthermore,  in lieu of
such  illegal,  invalid,  or  unenforceable  provision,  there  shall  be  added
automatically as part of this Agreement,  a provision as similar in its terms to
such  illegal,  invalid,  or  unenforceable  provision as may be possible and be
legal, valid, and enforceable.

            11.  Miscellaneous.  This Agreement may be executed in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall  constitute one and the same instrument and taxed signature pages





to this Agreement shall be fully binding and enforceable  without  requiring the
manually executed  signature  page(s) to this Agreement.  Time is of the essence
with  respect to the time  periods set forth or  referred to in this  Agreement.
Except as otherwise set forth herein,  all fees, costs, and expenses incurred in
connection with the Transactions shall be paid by the party incurring such fees,
costs,  and expenses.  No party to this  Agreement may sell,  transfer,  assign,
pledge,  or  hypothecate  its  rights,  interests,  or  obligations  under  this
Agreement  without the consent of the other party. This Agreement shall inure to
the benefit of, be binding upon,  and be  enforceable  by the parties hereto and
their respective  successors and permitted assigns.  The waiver of any breach of
any term or condition of this  Agreement  shall not be deemed to constitute  the
waiver of any other breach of the same or any other term or condition.









            IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be
executed as of the date first written above.



                                            ULTRAK, INC.
Address:
1301 Waters Ridge Drive
Lewisville, Texas  75057
Telecopy No. ______________
Attn: _____________________

                                            By:/s/Karen S. Austin
                                               --------------------------------
                                            Its: Vice President-General Counsel
                                                 -------------------------------



                                            Niklaus Zenger
Address:
Mr. Niklaus Zenger, Rossliweg 12
CH-4538 Oberbipp, Switzerland
Telecopy No._________________
Attn:________________________

                                            By:/s/Niklaus Zenger
                                               ----------------------------
                                            Its:____________________

EX-99 5 form13d1uiex993_01282002.htm EX-99.3 sec document


                                    Exhibit 3
                                    ---------

                               PURCHASE AND VOTING
                               -------------------
                                    AGREEMENT
                                    ---------



                                     Between


Niklaus Zenger, Rossliweg 12, 4538 Oberbipp, Switzerland
- ---------------------------------------------------------
(hereafter referred to as "Zenger")


                                       and


Victoria & Eagle Strategic Fund, Cayman Island, c/o Victoria & Eagle Asset
- ----------------------------------------------------------------------------------
Management S.A., Via Nassa 44, Lugano, Switzerland
- --------------------------------------------------
(hereafter referred to as "Victoria & Eagle")


WHEREAS  Zenger is the  beneficiary  of a stock  purchase  agreement with Ultrak
Ltd., (hereafter referred to as Ultrak) and whereas Zenger is entitled to assign
some or all of this rights under said agreement


WHEREAS  Victoria & Eagle  wishes to  acquire  such  shares,  subject to certain
limitations and conditions


NOW THEREFORE the parties agree as follows:


1.    Zenger  hereby  agrees to assign to Victoria & Eagle his rights to acquire
      2'120'000  shares of Ultrak subject to Victoria & Eagle's  agreement to be
      bound by the terms of the  agreement  and in  particular  to transfer  the
      purchase  price as provided for in such agreement and to assign his voting
      rights to Zenger.


2.    Victoria & Eagle hereby agrees to irrevocably  assign to Zenger his voting
      rights  attached to the  2'120'000  common  shares of Ultrak,  acquired by
      Victoria & Eagle under this  agreement,  and Zenger  hereby agrees to vote
      the shares solely in accordance with  instructions  received by Victoria &
      Eagle.  At Zenger's first demand Victoria & Eagle will sign a voting proxy
      in favour of Zenger or any party designated by Zenger.






3.    The  assignment  of the voting rights in  accordance  with this  agreement
      remains  valid and  overrides  any sale or other  disposal  of the  Ultrak
      shares subject to this agreement and Victoria & Eagle agrees that he shall
      not sell said shares  unless the buyers agrees to be bound by the terms of
      this agreement.


4.    This agreement overrides any other agreement.

This Agreement shall be subject to and governed by Delaware Law.



Date: 29th October, 2001



Niklaus Zenger                                  Victoria & Eagle Strategic Fund


- ----------------------                          ----------------------------

EX-99 6 form13d1uiex994_01282002.htm EX-99.4 sec document




                                    Exhibit 4
                                    ---------

                            SHARE PURCHASE AGREEMENT
                            ------------------------

                                     between

Niklaus Zenger, Roseliweg 12, 4638 Oberbipp, Schweiz or his assigns
- -------------------------------------------------------------------

(hereinafter referred to as "Buyer")

                                       and

George Broady, Dallas, TX or his assigns
- ----------------------------------------

(hereinafter referred to as "Seller")

WHEREAS  the  Seller  currently  owns  195,351  preferred  shares  with  certain
cumulative voting rights of Ultrak Ltd. (hereinafter referred to as Ultrak)

WHEREAS the Buyer wishes to acquire such shares

WHEREAS the Seller desires to sell and the Buyer desires to purchase said shares
in Ultrak

NOW THEREFORE the parties agree as follows:

1.          The Seller  hereby  agrees to sell to the Buyer and the Buyer agrees
            to buy from the Seller 195,351 preferred shares of Ultrak.

2.          The purchase price is $3 million USD. Of this amount $1,000.000 will
            be paid in cash on  November  2, 2001  (Effective  date) and another
            $1,000,000  will  be paid in cash  on  November  30,  2001,  and the
            remaining  $1,000,000 on will be paid in cash on December 15th 2001.
            (Closing)

3.          On the Effective date,  control of the votes of the preferred Ultrak
            hold by the Seller as well as the  1,150,000  common  shares held by
            the seller will pass from the seller to the buyer.  This transfer of
            voting  control  on the  shares  will be  revoked if the Buyer is in
            default of his  payment  obligations  under this  contract  and such
            default  has not been  cured in  accordance  with  article 5 of this
            agreement.  Six  months  following  Closing,  voting  control on the
            1,150,000  "Sellers"  common shares shall be revoked and returned to
            Seller.

            At  the  Closing  the  Seller   shall   deliver  to  the  Buyer  the
            certificates  representing  195,351 preferred shares of Ultrak, duly
            indorsed  in blank and the Buyer shall pay the  remaining  amount of
            $1,000,000.

9.          The Seller hereby represents and warrants as follows:






            a)   Ultrak is a company with limited  liability  with good standing
                 organised under the laws of Delaware.

                 As of the  Closing  Date,  the  Seller is the sole owner of the
                 195,351  preferred shares of Ultrak to be sold to the Buyer and
                 has good and valid title to these shares, free and clear of all
                 liens,  encumbrances,  options,  charges,  equities  and claims
                 arising from a privilege,  pledge or security  arrangement.  On
                 the  Closing  Date the Seller has full  right and  capacity  to
                 transfer and sell complete title to such shares.

                 On  delivery  of  the  certificates  representing  the  195,351
                 preferred  shares of Ultrak the Buyer will receive good,  valid
                 and  marketable  title to such  shares,  free and  clear of all
                 liens, encumbrances or other rights of third parties.

      Except for the  undertakings and  representations  made in this Agreement,
      any  representations or warranties with respect to the value of the shares
      and/or the business of Ultrak are excluded.

10.   Should  the Buyer be in  default  of his  payment  obligations  under this
      agreement, (other than his first payment due on November 2, 2001 for which
      no grace  period is  agreed)  the  Seller  agrees to grant to the Buyer an
      additional  10 days  grace  period,  during  which the Buyer can cure such
      default  and/or at his option the Buyer can  accept  other  assets of good
      standing in stead of cash.

11.   This Agreement shall be subject to and governed by Swiss Law. The place of
      jurisdiction is Zurich.  The proceedings  shall be conduced in the English
      language. The rules of the Swiss Act on Private International Law shall be
      applicable.  As far as the  procedure is not  determined  in this Act, the
      provisions  of the Code of Civil  Procedure  of the Canton of Zurich shall
      apply.

12.   Other than what is set forth herein, there are no other agreements between
      the parties.

October 23, 2001




Seller:                                         Buyer:

/s/ George Broady                               /s/ Niklaus Zenger
George Broady                                   Niklaus Zenger

EX-99 7 form13d1uiex995_01282002.htm EX-99.5 sec document






                                    Exhibit 5
                                    ---------

AMENDMENT TO THE SHARE PURCHASE AGREEMENT DATED OCTOBER 23, 2001

                                     between

NIKLAUS ZENGER, ROSSLIWEG 12, 4538 OBERBIPP, SCHWEIZ OR HIS ASSIGNS
- -------------------------------------------------------------------

(hereinafter referred to as "Buyer")

                                       and

GEORGE BROADY, DALLAS, TX OR HIS ASSIGNS
- ----------------------------------------

(hereinafter referred to as "Seller")


It has been decided to submit this transaction to the shareholders of Ultrak for
their approval and the parties agree to amend this agreement to become effective
only upon such approval.

Pending  such  approval  moneys due to the  seller  will be paid in cash into an
escrow account with Beal Marfurt, Notary, Spitalgasee 9, 3011 Berne, Switzerland
as follows: $1,000,000 immediately upon the SEC approval of the proxy related to
the  shareholder  approval;  $1,000,000 on November 30th 2001 or such later date
that the shareholders of Ultrak have approved this transaction and the remaining
$1,000,000  will be paid on  December  15th  2001 or such  later  date  that the
shareholders  of Ultrak  approved  this  transaction.  Upon the approval of this
transaction by the Ultrak  shareholders,  all of the funds in the escrow account
will be disbursed immediately to the seller.

As the  voting  control  will not pass from the  seller  to the buyer  until the
approval of this transaction by the shareholders of Ultrak  (effective date) the
seller  represents  and  guarantees to the buyer that he will vote his preferred
and his common shares approving this transaction.

November 7th 2001



Seller:                                         Buyer:

/s/ George Broady                               /s/ Niklaus Zenger

George Broady                                   Niklaus Zenger

EX-99 8 form13d1uiex996_01282002.htm EX99.6 sec document




                                    Exhibit 6
                                    ---------

PURCHASE AND VOTING AGREEMENT (ULTRAK PREFERRED SHARES)

                                     Between

Niklaus Zenger, Rossliweg 12, 4538 Oberbipp, Switzerland
(hereinafter referred to as "Zenger")

                                       and

Victoria & Eagle  Strategic  Fund,  Cayman  Island,  c/o  Victoria & Eagle Asset
Management S.A. - via Nassa 44, Lugano,  Switzerland (hereinafter referred to as
"Victoria & Eagle")

WHEREAS Zenger is the  beneficiary of a Stock  Purchase  Agreement  (hereinafter
referred to as Agreement)  with Mr. George  Broady  (hereinafter  referred to as
Broady) for the acquisition of all outstanting  preferred shares of Ultrak Ltd.,
Dallas  (hereinafter  referred to as Ultrak),  and whereas Zenger is entitled to
assign some or all of this rights under said Agreement;

WHEREAS Victoria & Eagle wishes to acquire 2/3 of such preferred shares, subject
to certain limitations and conditions;

NOW THEREFORE the parties agree as follows:

1.  Zenger  hereby  agrees to assign to  Victoria  & Eagle his rights to acquire
130'233 preferred shares of Ultrak subject to Victoria & Eagle's agreement to be
bound by the terms of the  Agreement,  and in  particular:  i) to  transfer  the
purchase price of US 2'000'000 (two milion) as provided for in such Agreement to
the following account:

Bank:                   Bank of America, Dallas, Texas, USA
ABA-Code:   111 0000 25
Account-No.:            18 13 88 164
Account-Holder:         George K. Broady
and ii) to assign his voting rights to Zenger.

2.  Victoria & Eagle hereby  agrees to  irrevocably  assign to Zenger his voting
rights attached to the 130,233 preferred shares of Ultrak,  acquired by Victoria
& Eagle under the present  agreement.  At Zenger's first demand Victoria & Eagle
will sign a voting proxy in favour of Zenger or any party  designated by Zenger.
This transfer of voting rights is valid for six months and is renewable.

3. The assignment of the voting rights in accordance with this agreement remains
valid and overrides any sale or other  disposal of the Ultrak shares  subject to
this  agreement  and  Victoria & Eagle agrees that it shall not sell said shares
unless the buyers agrees to be bound by the terms of this agreement.







This Agreement shall be subject to and governed by Delaware Law.

Date: 10th January 2002

Niklaus Zenger                                  Victoria & Eagle Strategic Fund

/s/ Niklaus Zenger                              /s/ Fabio Conti
                                                Fabio Conti
                                                Director

EX-99 9 form13d1uiex997_01282002.htm EX-99.7 sec document


                                    Exhibit 7
                                    ---------

                            CALL/PUT OPTION AGREEMENT
                            (PREFERRED ULTRAK SHARES)

                                     Between

Niklaus Zenger, Rossliweg 12, 4538 Oberbipp, Switzerland
(hereinafter referred to as "Zenger")

                                       and

Victoria & Eagle  Strategic  Fund,  Cayman  Island,  c/o  Victoria & Eagle Asset
Management S.A. - via Nassa 44, Lugano,  Switzerland (hereinafter referred to as
"Victoria & Eagle")

WHEREAS Victoria & Eagle is shareholder of Ultrak Inc.,  Lewisville,  Texas, USA
(hereinafter  referred  to as  ULTRAK)  and may wish to sell  130,233  preferred
shares of ULTRAK to Zenger;

WHEREAS  Zenger is a  shareholder  of ULTRAK  and may wish to  purchase  130,233
preferred shares of ULTRAK from Victoria&Eagle.

NOW THEREFORE the parties agree as follows:

1. Zenger hereby agrees to assign to Victoria & Eagle a put option right for the
sale of  130,233  preferred  shares of ULTRAK  to  Zenger  for a total  purchase
consideration of USD 2,200,000.--.

2.  Victoria & Eagle  hereby  agrees to assign to Zenger a call option right for
the  purchase  of  130,233  preferred  shares of  ULTRAK  by Zenger  for a total
purchase consideration of USD 2,200,000.--

3. The put option is valid during a period of 6 month  starting 90 days from the
signing  date of this  agreement.  The call option is valid during a period of 9
months starting from the date of this agreement.

4. The  exercise  of the  Call-Option  and/or the  Put-option  has to be made in
writing and transferred by the respective  beneficiary to the respective obligee
by registered Mail to the a/m adresses.

5. In case of an exercising  of one of the options by either party,  Zenger will
transfer the total  purchase  consideration  of USD  2,200,000.00  at Victoria &
Eagles  first  request  to  the  account  indicated  in  writing  to  Zenger  by
Victoria&Eagle.

This Agreement shall be subject to and governed by Swiss Law.





Date: 10th January 2002

Niklaus Zenger                                  Victoria & Eagle Strategic Fund

/s/ Niklaus Zenger                              /s/ Fabio Conti
                                                Fabio Conti
                                                Director

EX-99 10 form13d1uiex998_01282002.htm EX-99.8 sec document



                                    Exhibit 8
                                    ---------

                             JOINT FILING AGREEMENT


            WHEREAS,  certain of the  undersigned  are  stockholders,  direct or
beneficial, of Ultrak, Inc., a Delaware corporation ("Ultrak");

            WHEREAS,  Victoria & Eagle Strategic  Fund, a corporation  organized
under the laws of the Cayman  Islands  ("VESF"),  Myriam  Hernandez  and Niklaus
Zenger wish to form a group (the  "Group")  with regard to their  investment  in
Ultrak.

            NOW,  IT IS AGREED,  this 16th day of  January,  2002 by the parties
hereto:

            1. In accordance  with Rule  13d-1(k)(1)(iii)  under the  Securities
Exchange  Act of 1934,  as amended,  the persons  named below agree to the joint
filing on behalf of each of them of  statements  on Schedule 13D with respect to
the Common Stock of Ultrak.

            2. So long as this agreement is in effect,  each of the  undersigned
shall provide written notice to Olshan  Grundman Frome  Rosenzweig & Wolosky LLP
("Olshan") of (i) any of their purchases or sales of the Common Stock of Ultrak;
or (ii) any shares over which they acquire or dispose of  beneficial  ownership.
Notice shall be given no later than 24 hours after each such transaction.

            3. The  relationship  of the  parties  hereto  shall be  limited  to
carrying  on the  business  of the  Group in  accordance  with the terms of this
Agreement.  Such  relationship  shall be construed and deemed to be for the sole
and limited  purpose of carrying on such business as described  herein.  Nothing
herein  shall be  construed  to  authorize  any party to act as an agent for any
other party,  or to create a joint venture or  partnership,  or to constitute an
indemnification.  Nothing herein shall restrict any party's right to purchase or
sell shares of Ultrak, as it deems appropriate, in its sole discretion, provided
that all such sales are made in compliance with all applicable securities laws.

            4. This  Agreement  may be executed in  counterparts,  each of which
shall be deemed an original and all of which,  taken together,  shall constitute
but one and the same  instrument,  which may be  sufficiently  evidenced  by one
counterpart.

            5. In the event of any dispute arising out of the provisions of this
Agreement,  the parties hereto consent and submit to the exclusive  jurisdiction
of the Federal and State Courts in the State of New York.

            6. Any  party  hereto  may  terminate  his  obligations  under  this
agreement at any time on 24 hours' written  notice to all other parties,  with a
copy by fax to Robert H. Friedman at Olshan, Fax No. (212) 935-1787.







            8. Each party  acknowledges that Olshan shall act as counsel for the
Group, VESF and Mr. Zenger.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

                                        VICTORIA & EAGLE STRATEGIC
                                        FUND, CAYMAN ISLAND


                                        By: /s/ Fabio Conti
                                            -------------------------
                                            Name: Fabio Conti
                                            Title: Director


                                        /s/ Niklaus Zenger
                                        -------------------------
                                        Niklaus Zenger

                                        /s/ Myriam Hernandez
                                        -------------------------
                                        Myriam Hernandez

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