SHAREHOLDER'S AGREEMENT dated as of March 11, 1997 (the "Agreement"), by and between
CHECKPOINT SYSTEMS, INC., a Pennsylvania corporation ("Parent"), and GEORGE K. BROADY
A. Parent, CU Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
and Ultrak, Inc., a Delaware corporation (the "Company"), are entering into an Agreement and Plan of
Reorganization dated as of the date hereof (the "Plan"). The Merger (as defined in the Plan) is subject to certain
conditions, including the approval of the Merger and the approval and adoption of the Plan by the holders of a
majority of the outstanding shares of common stock, par value $0.10 per share of the Company (the "Common
Stock") and by the holders of a majority of the outstanding shares of preferred stock, par value $5.00 per share,
of the Company (the "Preferred Stock").
B. Shareholder is the record and beneficial owner of 1,634,603 shares of Common Stock (the "Shareholder
Common Shares") and 195,351 shares of Preferred Stock (the "Shareholder Preferred Shares") (the
Shareholder Common Shares and the Shareholder Preferred Shares, together with any shares of Common Stock
or Preferred Stock acquired by Shareholder after the date of this Agreement and during the term of the Plan, are
collectively referred to as the "Shareholder Shares").
C. As a significant condition to the willingness of Parent to enter into the Plan, and as a material inducement to it
to do so, Shareholder has agreed for the benefit of Parent as set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties,
covenants and agreements set forth herein and in the Plan, and intending to be legally bound hereby, the parties
hereby agree as follows:
SECTION 1.01. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in the Plan.