PREFERRED STOCK PURCHASE AGREEMENT (American Building Control Inc.)

EXHIBIT 99.9

PREFERRED STOCK PURCHASE AGREEMENT
(American Building Control Inc.)

     This Preferred Stock Purchase Agreement (this "Agreement") is executed effective as of the 25/26 day of February, 2003, by and between Victoria & Eagle Strategic Fund, Cayman Island, c/o Victoria & Eagle Asset Management SA, xxx Xxxxx 00, XX -- 6900 Lugano, ("Purchaser"), and Xxxxxx Xxxxxxxxx, Xxxxxxx 0, XX-0000 Xxxxxxxx ("Seller").

     1.     The parties hereby confirm the purchase and sale, effective as of the date hereof, of 65,118 shares of Series A 12% Cumulative Convertible Preferred Stock, represented by 2 share certificates of 32,559 preferred shares each, of American Building Control, Inc. (the "Company"), formerly Ultrak, Inc. (the "Shares"), at a total price equal to $1,000,000 (US Dollars one million) ("Purchase Price").

     2.     Settlement of the purchase and sale of the Shares shall occur on the same business day of the date hereof (the "Settlement Date"). On the Settlement Date, (A) Purchaser shall transfer the aggregate Purchase Price for the shares in immediately available funds to an escrow account at BIPIELLE Bank (Suisse), xxx Xxxxx 00, 0000 Xxxxxx TI ("the Bank") and (B) Seller shall deliver to the Bank such 2 share certificates duly endorsed in favor of the Purchaser or such designee of the Purchaser as the Purchaser may specify. The Bank shall be instructed to release the purchase price to the Seller on reception of the duly endorsed share certificates in favor of the Purchaser or its designee.

     3.     Seller represents that she has good and marketable title to the Shares, free and clear of all restrictive legends, liens, claims, security interests, rights of third parties and encumbrances whatsoever, that she has full power and authority to effect the sale to the Purchaser of the Shares as provided herein and that she has no knowledge of any such adverse claims or encumbrances or other items.

     4.     This Agreement shall be governed by and construed in accordance with the laws of Switzerland. The place of jurisdiction is Lugano.

     5.     Each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which, when delivered, shall constitute one and the same Agreement.

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

Seller:	Purchaser:
February 25, 2003 /s/ Xxxxxx Xxxxxxxxx	February 26, 2003 /s/ Xxxxx Xxxxx
Address: Xxxxxx Xxxxxxxxx Xxxxxxx 0 0000 Xxxxxxxx	Address: Victoria & Eagle Strategic Fund Cayman Island c/o Victoria & Eagle Asset Management SA Xxx Xxxxx 00 0000 Xxxxxx

PROXY
(American Building Control, Inc.)

       WHEREAS, Victoria & Eagle Strategic Fund, Cayman Island, ("Purchaser") and Xxxxxx Xxxxxxxxx, Oberbipp, ("Seller") signed, on February 25/26, 2003, a Preferred Stock Purchase Agreement ("Agreement") for the purchase of 65,118 preferred shares of American Building Control, Inc. ("Company"), represented by 2 share certificates of 32,559 shares each;

       WHEREAS, Xxxxxxx Xxxxxx ("Xxxxxx") is duly registered in the books of the Company as the holder of one of the two certificates (No. 4) and endorsed said certificate (1^st of February 2003) in the name of Xxxxxx Xxxxxxxxx;

       WHEREAS, as additional inducement for Victoria & Eagle Strategic Fund to purchase the shares from Xxxxxx Xxxxxxxxx, the Seller and Xxxxxx are ready to sign this Proxy in favor of the Purchaser;

          NOW, IT IS AGREED, this 26^th day of February 2003 by the parties hereto:

           1.     Each of the Seller and Xxxxxx hereby grants to, constitutes and appoints Victoria & Eagle Strategic Fund or such further persons that either of them may designate in writing, and each of them, as proxies and attorneys-in-fact, with full power of substitution, to represent and to vote all of the aforesaid Shares for the period commencing on the Effective Date of the Agreement and ending on the date on which the Shares are transferred on the books of the Company. Each of the Seller and Xxxxxx agrees that this proxy is irrevocable and coupled with an interest and each agrees to take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy, and each hereby revokes any proxy previously granted by either of them to any party other than the Purchaser with respect to the Shares.

IN WITNESS WHEREOF, the Seller and Xxxxxx have caused this Proxy to be duly executed as of the day and year first above written.

Seller:	Xxxxxx:
/s/ Xxxxxx Xxxxxxxxx	/s/ Xxxxxxx Xxxxxx
Address: Xxxxxx Xxxxxxxxx Xxxxxxx 0 0000 Xxxxxxxx	Address: Xxxxxxx Xxxxxx Xxxxxx 0 0000 Xxxxxxxx