Exhibit 10.7

                         INTELLIGENT CONTROLS, INC.

                       1993 DIRECTOR STOCK OPTION PLAN
                (as amended and restated through August 1998)

The purpose of the 1993 Director Stock Option Plan (the "Plan") is to
advance the interests of Intelligent Controls, Inc. (the "Company") and its
shareholders by encouraging qualified persons to serve as non-employee
members of the Intelligent Controls, Inc. Board of Directors (the "Board")
and to allow such members to acquire and retain a proprietary interest in
the Company by ownership of its common stock, no par value ("Common
Stock").  Options granted under the Plan are intended to be options which
do not meet the requirements of Section 422A of the Internal Revenue Code
of 1986, as amended (the "Code").

1.  AMOUNT AND SOURCE OF STOCK:  Except as otherwise permitted pursuant to
paragraph 7 hereof, the total number of shares of Common Stock which may be
issued under the Plan shall not exceed 200,000.  The number of shares of
Common Stock available for grant of options under the Plan shall be
decreased by the sum of the number of shares with respect to which options
have been issued and are then outstanding and the number of shares issued
upon exercise of options, and shall be increased due to the expiration or
termination of options which have not been exercised.

2.  EFFECTIVE DATE AND TERM OF PLAN:  The Plan is effective as of March 22,
1993, subject however to the later ratification and approval of the Plan by
the affirmative vote of the holders of a majority of all outstanding shares
of Common Stock.  No options may be granted under the Plan after December
31, 2002.  The Board may, without further approval of the shareholders of
the Company, terminate the Plan at any time.

3.  ADMINISTRATION:  The Plan shall be administered by the Board, which
shall have full power to interpret the Plan and to establish and amend
rules and regulations for its administration.  The Board may delegate any
or all aspects of the administration of the Plan to a committee composed of
members of the Board, in which case references herein to the "Board" may
include such committee, as the case may be.

4.  OPTIONEES:  Options shall be granted from time to time only to persons
who are non-employee members of the Board at the date of granting of the
options.  The number of shares covered by any option granted pursuant to
the Plan shall be determined by the Board.

5.  TERMS OF OPTIONS:  (a) Option Period:  Each option granted under the
Plan (an "Option") shall be exercisable only during the term commencing on
the date the Option is granted and ending (unless the Option shall have
terminated earlier under the provisions of the Plan) on the tenth
anniversary of such date or such other date as the Board shall specify (the
"Termination Date").

(b)  Option Price:  The purchase price per share of Common Stock purchased
pursuant to each Option (the "Option Price") shall be determined by the
Board at the time of grant; provided that the Option Price shall not be
less than $1.25 per share.  The Option Price shall be paid in full upon the
exercise of the Option by certified or bank cashier's check payable to the
order of the Company, or by any other means acceptable to the Company, and
the stock purchased shall thereupon be promptly delivered; provided,
however, that the Company may, in its discretion, require that an Optionee
pay to the Company, at the time of exercise, such amount as the Company
deems necessary to satisfy its obligation to withhold federal, state or
local income or other taxes incurred by reason of the exercise or the
transfer of shares thereupon.  No Optionee, or his or her legal
representatives, legatees or distributees, as the case may be, will be
deemed to be a holder of any shares pursuant to exercise of an Option until
the date of the issuance of a stock certificate to him or her for such
shares.

(c)  Exercise of Options:  Vesting and exercise of the Option may be
subject to such conditions as the Board shall determine.  In exercising his
or her Option, the Optionee may exercise less than the full installment
available to him or her, but he or she must exercise the Option in full
shares of Common Stock of the Company.

(d)  Nontransferability of Options:  Except as the Board may otherwise
determine, each Option shall, during the Optionee's lifetime, be
exercisable only by him or her, and neither it nor any right hereunder
shall be transferable otherwise than by will or the laws of descent and
distribution or be subject to attachment, execution or other similar
process.  In the event of any attempt by the Optionee to alienate, assign,
pledge, hypothecate or otherwise dispose of his or her Option or of any
right hereunder, except as provided for herein, or in the event of any levy
or any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate his or her Option.

6.  INSTRUMENT OF GRANT:  The terms and conditions of each Option granted
under the Plan shall be set forth in an instrument designated "Director
Stock Option Agreement" substantially in the form of Exhibit A attached
hereto and made a part hereof [omitted].  The Board may make such
modifications in the provisions of the instrument of grant as it shall deem
advisable or as may be required by any provision of the Code.

7.  ADJUSTMENTS UPON CHANGES IN STOCK:  If (a) the Company shall at any
time be involved in a transaction to which Section 425(a) of the Code is
applicable, (b) the Company shall declare a dividend payable in, or shall
subdivide or combine, its Common Stock or (c) any other event shall occur
which in the judgment of the Board necessitates action by way of adjusting
the terms of the outstanding Options, the Board shall forthwith take any
such action as in its judgment shall be necessary to preserve for the
Optionees rights substantially proportionate to the rights existing before
such event.  To the extent that such action shall include an increase or
decrease in the number of shares of Common Stock subject to outstanding
Options, the number of shares available under paragraph 1 above shall be
increased or decreased, as the case may be, proportionately.  The judgment
of the Board with respect to any matter referred to in this paragraph shall
be conclusive and binding upon each Optionee.

8.  AMENDMENTS AND TERMINATION:  The Board may amend or terminate the Plan,
but may not, except as provided in paragraph 7 hereof, (i) without the
consent of the Optionee, alter or impair any rights or obligations under
any Option theretofore granted or (ii) without the approval of the holders
of a majority of the outstanding shares of the Company entitled to vote
thereon, make any alteration in the Plan which operates:

(a) to increase the total number of shares which may be issued under the
Plan;

(b) to extend the term during which Options may be granted under the Plan;
or

(c) to permit the exercise of an Option after the date on which such Option
would otherwise terminate pursuant to the terms hereof.

9.  PLAN DOES NOT CONFER SHAREHOLDER RIGHTS:  Neither the Optionee nor any
person entitled to exercise his or her right in the event of his or her
death shall have any rights of a shareholder with respect to the shares
subject to each Option, except to the extent that a certificate for such
shares shall have been issued upon the exercise of each Option as provided
for herein.