AMENDMENT to ASSET PURCHASE AGREEMENT

Exhibit 99.6

AMENDMENT
to
ASSET PURCHASE AGREEMENT

AMENDMENT (this "Amendment"), dated as of December 5, 2002, to the
Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of
August 8, 2002, as amended by a letter agreement dated November 26, 2002,
between Ultrak, Inc., a Delaware corporation ("Ultrak," and together with
the entities listed on Schedule A thereto, the "Sellers"), and Honeywell
International Inc., a Delaware corporation (the "Purchaser"). Capitalized
terms used herein and not defined herein shall have the respective meanings
ascribed to such terms in the Asset Purchase Agreement.

RECITAL
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WHEREAS, the parties have agreed to amend the Asset Purchase
Agreement, but only upon the terms and subject to the conditions set forth
below.

NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:

1. Sale and Purchase of the Purchased Assets.
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Section 1.1(a) of the Asset Purchase Agreement shall be amended to
read in its entirety as follows:

"(a) Subject to the terms and conditions of this Agreement, at the
Closing, the Sellers will sell, and the Purchaser will purchase, all of the
Purchased Assets for an aggregate purchase price of $36,000,000 (the
"Purchase Price"), (i) $28,385,000 of which will be payable in cash at the
Closing (the "Initial Purchase Price"), (ii) $5,400,000 (the "Deferred
Purchase Price") of which will be payable in cash in three equal
disbursements of $1,800,000 each, plus interest accrued thereon since the
Closing Date at the Base Rate (as defined in Section 1.3(d) below), with
the first disbursement to occur on the date that is 6 months following the
Closing Date, the second disbursement to occur on the date that is 12
months following the Closing Date and the final disbursement to occur on
the date that is 18 months following the Closing Date and (iii) $2,215,000
(the "Lectrolarm Holdback") that will be payable as provided in Section
1.3(g) below together with interest accrued thereon since the Closing Date
at the Lectrolarm Rate; provided, however, that the first two disbursements
of the Deferred Purchase Price shall be subject to reduction (without
duplication) in amounts equal to (i) any Closing Deficit (as defined in
Section 1.3(d) below), (ii) any Losses (as defined in Section 8.2 below)
actually incurred by the Purchaser not related to third party claims for
which the Purchaser is entitled to indemnification pursuant to Section 8.2,
it being understood that any amounts not disbursed by the Purchaser for
Losses incurred pursuant to this clause (ii), if related to a claim made
pursuant to Section 8.2(b), must be in excess of any remaining Deductible
(as defined in Section 8.4) and (iii) any amount related to claims made by
third parties against the Purchaser or its Affiliates for which they are
entitled to indemnification pursuant to Section 8.2. The third and final
disbursement of the Deferred Purchase Price shall be subject to reduction
in amounts described in clauses (i) through (iii) above, as well as for
amounts equal to any good faith claims made by the Purchaser against the
Sellers for indemnification pursuant to Article VIII that remain unresolved
at the time of such disbursement ("Unresolved Claims"). Notwithstanding the
foregoing, the parties hereto agree that once the aggregate amount of the
Purchaser's Losses incurred pursuant to Section 8.2(b) has reached the
Deductible, the Deferred Purchase Price shall be subject to reduction in
all amounts described in clauses (ii) and (iii) above. No interest shall
accrue or be paid to Sellers with respect to any portion of the Deferred
Purchase Price not disbursed to Sellers pursuant to clauses (i), (ii) or
(iii) above. In the event of a dispute between the Sellers and the
Purchaser in connection with any scheduled disbursement of the Deferred
Purchase Price, the parties shall resolve such dispute pursuant to Section
9.13 hereof. Any amounts for Unresolved Claims that are resolved in favor
of Sellers following the final disbursement of the Deferred Purchase Price
shall be promptly paid to Sellers plus interest accrued thereon since the
Closing Date computed using the Base Rate upon resolution of such
Unresolved Claims. The Purchase Price shall be subject to adjustment as
hereinafter provided in Section 1.3. All amounts owed under the License
Agreement shall be deducted from the Lectrolarm Holdback and not from the
Deferred Purchase Price; provided, however, that any Losses or Unresolved
Claims that arise from or relate to the $250,000 initial royalty payment
due under the License Agreement shall be deductible from the Deferred
Purchase Price."

2. Section 1.3(g) (Post-Closing Purchase Price Adjustment).
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A new Section 1.3(g) shall be added to the Asset Purchase Agreement to
read in its entirety as follows:

"(g) The Lectrolarm Holdback shall be disbursed by the Purchaser to
Lectrolarm pursuant to the terms of the Lectrolarm License with respect to
sales by the Purchaser of those Products that were formerly sold by the
Sellers and any new models of such Products which are covered by the
royalty obligations of the Lectrolarm License. Any unused balance of the
Lectrolarm Holdback plus interest thereon at the Lectrolarm Rate from the
Closing Date shall be paid by the Purchaser to the Sellers promptly (and in
any event within five (5) days) upon termination or expiration of the
Lectrolarm License pursuant to its terms or after a decision by a court of
competent jurisdiction that is either not timely appealed or from which no
appeal can be taken holding that either (i) the Lectrolarm Patent is
invalid or (ii) none of the Products that require royalty payments under
the Lectrolarm License infringe the Lectrolarm Patent. Amounts in the
Lectrolarm Holdback shall accrue interest at the Lectrolarm Rate from the
Closing Date until disbursed pursuant to the Lectrolarm License. After
disbursement of the Lectrolarm Holdback, as described above in this Section
1.3(g), 50% of any interest, if any, accrued on the Lectrolarm Holdback at
the Lectrolarm Rate that has not been disbursed to Lectrolarm or the
Sellers shall be paid by the Purchaser to the Sellers and the other 50% of
such interest shall be retained by the Purchaser. The Purchaser shall
promptly provide the Sellers with copies of royalty reports made to
Lectrolarm under the License Agreement. Upon written request by the
Sellers, the Purchaser will make available to the Sellers during normal
business hours all records related to the sales of the Products requiring a
royalty payment under the Lectrolarm License and all royalty payments to
Lectrolarm from the Lectrolarm Holdback as the Sellers may reasonably
request. The Purchaser understands and agrees that Lectrolarm License only
applies to the Products and any new models of Products of the Business.
Except for the Sellers' failure to pay amounts owed by them under the
Lectrolarm License, including but not limited to the $250,000 initial
royalty payment due thereunder, and except for any fraud, willful
misconduct or bad faith of the Sellers, the Purchaser shall not make any
claims against the Sellers with respect to the Lectrolarm Patent or the
Lectrolarm License that relate to the Products that were formerly sold by
the Sellers and any new models of such Products that require royalty
payments under the Lectrolarm License. In the event of a dispute between
the Sellers and the Purchaser in connection with the Lectrolarm Holdback,
the Sellers and the Purchaser shall resolve such dispute pursuant to
Section 9.13 hereof."

3. Section 7.3 (Conditions to Obligations of the Purchaser).
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a. Section 7.3(t) of the Asset Purchase Agreement shall be amended to
read in its entirety as follows:

"(t) Intentionally omitted."

b. Section 7.3(w) of the Asset Purchase Agreement shall be amended to
read in its entirety as follows:

"(w) Non-infringement Opinion. The executed legal non-infringement
opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ addressed and delivered to the Purchaser with
respect to Patent No. 5627616 shall not have been withdrawn or changed or
modified in a manner adverse to the Purchaser as determined by the
Purchaser."

c. A new Section 7.3(z) shall be added to the Asset Purchase Agreement
to read in its entirety as follows:

"(z) Lectrolarm License. The Business has acquired a license to the
Lectrolarm Patent (the "Lectrolarm License") (a copy of which is attached
hereto as Exhibit 7.3(z)) and such license is in full force and effect. The
Lectrolarm License is fully transferable to the Purchaser and its assigns
without restriction and without cost or other charge to the Purchaser or
assignee whatsoever and shall be assigned to the Purchaser (or its assigns)
on the Closing Date in a form satisfactory to the Purchaser. The Sellers
shall have complied with the Lectrolarm License and the Lectrolarm License
shall be in full force and effect and all required payments shall have been
made thereunder through the Closing, including but not limited to the
$250,000 initial royalty payment due thereunder."

4. Section 9.15 (Maxpro/VST Legal Fees).
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A new Section 9.15 shall be added to the Asset Purchase Agreement to
read in its entirety as follows:

"Maxpro/VST Legal Fees. The Sellers shall bear and pay all of the
legal fees and expenses of counsel (including but not limited to ▇▇▇▇▇
▇▇▇▇▇▇▇▇ at the law firm of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
LLP) incurred, whether billed or unbilled, in connection with the Maxpro
Litigation through the date of the Closing. At the Closing, the Sellers
shall deliver a cashiers check payable to ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ for
services rendered and expenses incurred to such date. The Purchaser shall
bear and pay all of the legal fees and expenses of counsel incurred after
the Closing Date in connection with the Maxpro Litigation. Prior to the
Closing Date, the Sellers shall not enter into any settlement agreement,
judgment or other resolution with respect to the Maxpro Litigation without
the prior written consent of the Purchaser. Any such settlement, judgment
or resolution of the Maxpro Litigation shall be freely assignable to the
Purchaser and shall be assigned to the Purchaser on the Closing Date."

5. To the Purchaser's knowledge, the Sellers are in compliance with the
LeeMAH Operating Targets as of the date of this Agreement other than clause
(ii) of the LeeMAH Operating Targets as such clause was defined prior to
the effectiveness of this Amendment. The Sellers acknowledge and agree that
they are and will continue to use their best efforts to remain in
compliance with the LeeMAH Operating Targets through the Closing Date (as
such clause is defined herein).

6. Section 10.1 (Definitions).
--------------------------

a. Section 10.1 of the Asset Purchase Agreement shall be amended by
inserting the following terms with the following definitions thereof:

i. "Lectrolarm: Lectrolarm Custom Systems, Inc."

ii. "Lectrolarm Holdback: as defined in Section 1.1(a)."

iii. "Lectrolarm License: as defined in Section 7.3(z)."

iv. "Lectrolarm Patent: Patent No. 4,974,088."

v. "Lectrolarm Rate: the offered rate of the 30-day H.15
non-financial commercial paper at the close of trading on the last business
day of each calendar month during which any portion of the Lectrolarm
Holdback is retained by the Purchaser as such rate is reported by Bloomberg
on page H15N030Y."

vi. "Maxpro Litigation: Ultrak, Inc. v. Visual Security Technology Pty
Limited and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (case number ▇▇-▇▇▇-▇▇▇▇ ▇▇▇ (▇▇▇), filed on
September 16, 2002 in United States District Court for the District of
Nevada) and any investigations, discovery, appeals, judgments, decisions,
settlements, counterclaims, countersuits, or alternative dispute
resolutions arising therefrom or related thereto."

b. Section 10.1 of the Asset Purchase Agreement shall be amended by
amending the following terms:

Clause (ii) of the definition of "LeeMAH Operating Targets" shall be
amended to read in its entirety as follows:

"between December 5, 2002 and the Closing, Sellers shall sustain a
production rate of Manufactured Products at a rate in excess of the order
input rate during such time period;"

7. Representation of the Sellers. The Sellers hereby represent and
warrant to the Purchaser that the Ultrak Board, at a meeting duly called
and held, duly and unanimously (by all members present) adopted resolutions
approving this Amendment and the transactions contemplated hereby and such
resolutions are the only resolutions necessary in order for the
transactions contemplated by this Agreement to comply with Ultrak's charter
and bylaws. This Amendment has been duly executed and delivered by the
Sellers, and constitutes the legal, valid and binding obligation of each of
the Sellers, enforceable against each of them in accordance with its terms,
except to the extent of the Enforceability Exceptions.

8. Covenant of the Sellers. The Sellers hereby covenant and agree that
promptly after the execution of this Amendment, Ultrak shall mail
supplemental proxy material to its stockholders reflecting this Amendment
and resolicit stockholder approval of the transactions contemplated by the
Asset Purchase Agreement and file such supplemental proxy material with the
SEC.

9. Asset Purchase Agreement Remains in Effect. Except as expressly amended
herein, the Asset Purchase Agreement shall continue to be, and shall
remain, in full force and effect. This Amendment shall not be deemed to be
a waiver of, or consent to, or a modification or amendment of, any other
term or condition of the Asset Purchase Agreement.

10. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

11. Governing Law. This Amendment will be construed, performed and enforced
in accordance with the laws of the State of Delaware without giving effect
to its principles or rules of conflict of laws thereof to the extent such
principles or rules would require or permit the application of the laws of
another jurisdiction.

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

SELLERS:
ULTRAK, INC.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and CFO

ULTRAK OPERATING, L.P.
By: Ultrak GP, Inc., its sole General Partner