Common use of Ultrak Reports and Financial Statements Clause in Contracts

Ultrak Reports and Financial Statements. Ultrak has previously furnished to MDI true and complete copies of the following (the "SEC Filings"): (i) Ultrak's annual report on Form 10-K filed with the SEC for the year ended December 31, 1995; (ii) Ultrak's quarterly reports on Form 10-Q filed with the SEC for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996; and (iii) Ultrak's current reports on Form 8-K dated August 23, 1996, October 11, 1996 and December 31, 1996 filed with the SEC; and (iv) Ultrak's prospectus dated November 18, 1996 constituting a part of Ultrak's Registration Statement on Form S-3. The audited consolidated financial statements and unaudited consolidated interim financial statements (collectively referred to herein as the "Ultrak Financials") included in the SEC Filings (including any related notes and schedules) fairly presented the financial position of Ultrak as of the dates thereof and the results of operations and changes in financial position or other information included therein for the periods or as of the dates then ended, all in accordance with generally accepted accounting principles consistently applied during the periods involved (except as otherwise stated therein). Since the date of the last filing of an SEC Filing, Ultrak has made no filings with the SEC.

Ultrak Reports and Financial Statements. Ultrak has previously furnished to MDI Diamond true and complete copies of the following (the "SEC Filings"): (i) Ultrak's annual report on Form 10-K filed with the SEC for the year ended December 31, 19951993; (ii) Ultrak's quarterly reports on Form 10-Q filed with the SEC for the quarters ended March 31, 19961994, June 30, 19961994, and September 30, 1996; and1994; (iii) Ultrak's current reports on Form 8-K dated August 23, 1996, October 11, 1996 and December 31, 1996 definitive proxy statement filed with the SECSEC with respect to the Annual Meeting of Ultrak's stockholders on June 3, 1994; and (iv) Ultrak's prospectus dated November 18, 1996 constituting a part of Ultrak's Registration Statement annual report on Form S-310-K filed with the SEC for the year ended December 31, 1994 (the "Annual Report). The audited consolidated financial statements and unaudited consolidated interim financial statements (collectively referred to herein as the "Ultrak Financials") included in the SEC Filings (including any related notes and schedules) fairly presented the financial position of Ultrak as of the dates thereof and the results of operations and changes in financial position or other information included therein for the periods or as of the dates then ended, all in accordance with generally accepted accounting principles consistently applied during the periods involved (except as otherwise stated therein). Since the date of the last filing of an SEC Filing, Ultrak has made no timely filed all reports, registration statements and other filings required to be filed with the SEC under the rules and regulations of the SEC.