Full And Final Release of Claims

FULL AND FINAL RELEASE OF CLAIMS


The parties to this Full and Final Release of Claims (the "AGREEMENT") are American Building Control, Inc., a Delaware corporation, together with any and all of its affiliates and subsidiaries ("ABCX"), and George Broady ("Broady"), an individual residing in Dallas County, Texas. The Agreement shall have an Effective Date as of January 1, 2004.


The specific terms and conditions of this Agreement, and the consideration that the parties have agreed to exchange and provide to each other under the terms of this Agreement are described more particularly as follows:


A. INTRODUCTION


1. PURPOSE OF AGREEMENT. The purpose of this Agreement is to compromise, settle and dispose of all claims, potential claims, losses, damages, demands, potential litigation and disputes between the parties that arise out of, relate to or in any way concern Broady's previous employment or stockholder relationship with ABCX or any services that he provided for ABCX.


2. SETTLEMENT ACHIEVED. The parties have decided to enter into the settlement and release provisions of this Agreement to compromise and settle all claims and disputes now existing between them, as well as all other disputes, claims, losses, damages or demands that may arise in the future and which arise out of, relate to or in any way concern Broady's previous employment with ABCX, or any services that he provided for ABCX, or any stockholder relationship with ABCX. Broady and ABCX agree, for the consideration and upon the terms set forth in this Agreement that:


(i) Broady ceased to be an employee of ABCX on November 11, 2003
(the "Resignation Date").


(ii) Broady hereby confirms that, as of the Resignation Date, he
has voluntarily resigned from any and all positions he held in
any and all capacities with ABCX and agrees to execute all
other documents that ABCX may reasonably request more
specifically evidencing such resignation.


(iii) Broady hereby confirms that he has received the Warrant
Agreement referenced in that certain Guaranty Reimbursement
Agreement dated as of December 17, 2001 between ABCX (formerly
Ultrak, Inc.) and Broady whereby ABCX granted to Broady
warrants (the "Warrants") to acquire 200,000 shares of the
common stock of ABCX at a price per share of $1.64 for three
(3) years. Broady hereby acknowledges and confirms that all
obligations of ABCX in any way related to the delivery of the
Warrant Agreement to Broady have been satisfied and Broady
forever releases ABCX from any further obligations thereunder
except as are specifically provided for in the Warrant
Agreement itself.


(iv) Broady hereby agrees that all other obligations attributable
to ABCX under the Guaranty Reimbursement Agreement are hereby
satisfied and forever discharged and ABCX shall have no
further obligation to Broady under the Guaranty Reimbursement
Agreement and Broady and ABCX hereby agree that the Guaranty
Reimbursement Agreement is terminated and of no further force
and effect.


(v) Broady and ABCX hereby each agree that any and all of the
obligations to be performed or assumed by ABCX under that
certain Severance Agreement entered into between them as of
December 4, 2001 have been fulfilled by ABCX and ABCX shall
have no further obligation arising out of or in any related to
that Severance Agreement.


(vi) Broady and ABCX hereby agree that in settlement of any and all
claims Broady may have against ABCX or obligations ABCX may
have to Broady relating to Broady's right to receive options
to purchase the stock of ABCX, Broady and ABCX shall each
execute and deliver to the other the attached American
Building Control, Inc. 2002 Stock Incentive Option Plan Stock
Option Agreement (the "2002 Agreement") pursuant to which
Broady shall be issued the right and option to purchase
300,000 shares of the common stock of ABCX at a price of $0.95
per share. Pursuant to the terms of the 2002 Agreement, the
grant shall be dated April 16, 2003, the date the Compensation
Committee of the Board of Directors of ABCX approved the grant
and shall expire on January 14, 2005. Under the terms of the
2002 Agreement, Broady shall have the right to exercise the
options any time on or after the date the 2002 Agreement is
executed by the parties and prior to or on the expiration
date ...