Exibit 10.9

                         INTELLIGENT CONTROLS, INC.
                      1994 EMPLOYEE STOCK PURCHASE PLAN

                        (As amended January 1, 1996)

      1.  Purpose.  The purpose of this Plan is to encourage eligible
employees to become shareholders in the Company and to afford them an
opportunity to share in the profits and growth of the Company.

      2.  Definitions.  As used in this Plan, the following words and
phrases wherever capitalized shall have the following meanings, unless the
context clearly indicates that a different meaning is intended:

            (a)  "Acceptance Date" shall mean the date fixed by the Board by
      which Employees may accept Options.

            (b)  "Board" shall mean the Board of Directors of the Company;
      provided, however, that the Board may delegate any of its functions
      under the Plan to a committee composed of members of the Board.

            (c)  "Code" shall mean the Internal Revenue Code of 1986, as
      amended.

            (d)  "Common Stock" shall mean Common Stock, no par value, of
      the Company.

            (e)  "Compensation" shall mean the base salary or wages,
      exclusive of overtime pay, bonuses and incentive compensation paid to
      an Employee of the Company.

            (f)  "Company" shall mean Intelligent Controls, Inc.

            (g)  "Employee" shall mean an individual employed by the
      Company.

            (h)  "Employee Stock Purchase Plan" shall mean a plan described
      in Section 423 of the Code.

            (i)  "Exercise Date" shall mean the date fixed by the Board on
      which Options may be exercised.

            (j)  "Offering Date" shall mean the date fixed by the Board on
      which Options are offered.

            (k)  "Option" shall mean a stock option granted under this Plan.

            (l)  "Option Agreement" shall mean a written instrument executed
      by an Employee which specifies the terms and restrictions of an
      Option.

            (m)  "Option Period" shall mean the period commencing on the
      Withholding Date and ending on the Exercise Date with respect to any
      Option.

            (n)  "Plan" shall mean the Intelligent Controls, Inc. 1994
      Employee Stock Purchase Plan.

            (o)  "Share" shall mean a share of Common Stock of the Company,
      as adjusted in accordance with Section 11.

            (p)  "Withholding Date" shall mean the date fixed by the Board
      as of which withholding of an Employee's Compensation shall commence
      under the Plan.

      3.  Administration.  The Plan shall be administered by the Board.  The
Board shall have the authority to administer the Plan, including the
following powers which shall be exercised in accordance with the terms of
the Plan:

            (i)  to determine from time to time the fair market value of the
      Shares, taking into account such factors as the Board in good faith
      finds to be appropriate, such determinations to be binding upon the
      Company and Employees for purposes of the Plan;

            (ii)  to fix the Offering Date, Acceptance Date and Exercise
      Date with respect to each offering of Options under the Plan;

            (iii)  to fix the aggregate number of Shares which may be issued
      under Options offered as of each Offering Date, provided the maximum
      number of Shares which may be issued under Options granted under the
      Plan shall not exceed the limitation set forth in Section 4;

            (iv)  to determine the range of percentage of Compensation that
      an Employee may have withheld during an Option Period;

            (v)  to determine which Employees have satisfied the eligibility
      requirements set forth in Section 5;

            (vi)  to determine the terms and restrictions of each offering
      of Options;

            (vii)  to make adjustments in accordance with Section 11;

            (viii)  to prescribe, amend and rescind rules and regulations
      relating to the Plan;

            (ix)  to interpret the Plan and make all other determinations
      deemed necessary or advisable for the administration of the Plan.  Any
      such determination made by the Board in good faith shall be binding on
      the Company and each Employee.

      The Board may authorize any member thereof to execute all instruments
required in the administration of the Plan and such instruments may be
executed by facsimile signature.

      4.  Stock Subject to the Plan.  Subject to the provisions of Section
11, the maximum aggregate number of Shares which may be issued under Options
granted under the Plan shall be 75,000 Shares.  In the event that any Option
granted under the Plan expires or terminates for any reason without having
been exercised in full, the Shares subject to, but not issued under, such
Option shall become available for other Options, unless the Plan shall have
been terminated.

       5.  Eligibility.

            (a)  Term of Employment.  An Employee shall be eligible to
      participate in an offering of Options only if such Employee has been
      employed by the Company for a period of six months prior to the
      Offering Date.  Options shall be granted only to Employees who are
      employed for more than twenty hours per week.

            (b)  Limitation on Stock Ownership.  An Employee shall not be
      granted an Option if such Employee, immediately after the Option is
      granted, owns stock possessing five percent or more of the total
      combined voting power or value of all classes of stock of the Company.
      For purposes of applying the percentage limitation of the preceding
      sentence, the rules of Section 425(d) of the Code shall apply in
      determining the stock ownership of an individual, and stock which such
      Employee may purchase under outstanding options shall be treated as
      stock owned by such Employee.

            (c)  Limit on Grants.  An Employee shall not be granted an
      Option which permits his or her rights to purchase stock under all
      Employee Stock Purchase Plans of the Company to accrue at a rate which
      exceeds $25,000 of fair market value of such stock (determined at the
      time such Option is granted) for each calendar year in which such
      Option is outstanding at any time.  For purposes of this subsection:

                  (i)  The right to purchase stock under an option accrues
            when the option (or any portion thereof) first becomes
            exercisable during the calendar year;

                  (ii)  The right to purchase stock under an option accrues
            at the rate provided in the option, but in no case may such rate
            exceed $25,000 of fair market value of such stock (determined at
            the time such option is granted) for any one calendar year;

                  (iii)  A right to purchase stock which has accrued under
            one option granted pursuant to the Plan may not be carried over
            to any other option.

      6.  Granting of Options.

            (a)  Employee Rights.  All Employees granted Options shall have
      the same rights and privileges, except that the amount of stock which
      may be purchased by Employees under the Options may bear a uniform
      relationship to Compensation.

            (b)  Offering Date.  Following the effective date, the Board
      shall fix an initial Offering Date.  From time to time thereafter, but
      not more frequently than once during any three month period, the Board
      may fix additional Offering Dates.

            (c)  Offers.  On each Offering Date, the Board shall offer
      Options by furnishing each eligible Employee with an Option Agreement
      and such other documents as it shall deem advisable.  Each Option
      Agreement shall include the following:

                  (i)  the percentages of the Employee's Compensation which
            may be withheld during the Option Period to be used to purchase
            Shares upon the exercise of an Option;

                  (ii)  the option price;

                  (iii)  the Acceptance Date;

                  (iv)  the Withholding Date;

                  (v)  the Exercise Date;

                  (vi)  the time and the manner in which an Option may be
            exercised;

                  (vii)  such other terms and restrictions, consistent with
            the terms of the Plan, as may be determined by the Board.

            (d)  Option Price.  The option price for Shares to be issued
      under any Option shall be fixed by the Board, provided the option
      price shall not be less than the lesser of (i) 85% of the fair market
      value of the Shares at the time the Options are granted or (ii) an
      amount which is not less than 85% of the fair market value of the
      Shares on the Exercise Date.  The fair market value of the Shares to
      be issued under any Option shall be determined in accordance with the
      requirements of Section 423(b)(6) of the Code and the regulations
      issued thereunder. [amended January 1, 1996]

            (e)  Acceptance.  Each Employee may accept an offer only in such
      manner as the Board shall prescribe in the Option Agreement.  Any
      offer not accepted by the Acceptance Date shall expire thereon.

      Each Employee who accepts an offer, as a condition thereof, shall
designate the percentage of his or her Compensation to be withheld each
payroll period during the Option Period, provided that the percentage
designated shall be consistent with the terms of the Option Agreement.
Amounts withheld from Employees shall be retained as general assets of the
Company, to be applied by it in accordance with the Plan.  The Company shall
maintain records of the amounts withheld and shall credit such amounts with
interest, if any, at such rate as shall be prescribed in the Option
Agreements.

      An Employee may not increase or decrease the percentage of
Compensation designated to be withheld, but may terminate withholding at
such time and in such manner as prescribed in the Option Agreement.  An
Employee who terminates withholding may, subject to the provisions of
Sections 8 through 10, elect to have the Company either (i) retain some or
all of the amounts plus interest, if any, previously withheld, or (ii)
return such amounts plus interest, if any, to the Employee.  Such election
shall be made when the Employee terminates withholding.  If an Employee has
the Company retain amounts previously withheld, such Employee's Option shall
continue, but may be exercised only to the extent of such amounts, plus any
interest credited thereon.  Alternatively, if an Employee elects to withdraw
all such amounts, such Employee's Option shall expire as of the date of such
election.

            (f)  Non-Transferability of Options.  Options may not be sold,
      pledged, assigned, hypothecated, transferred or disposed of in any
      manner other than by will or by the laws of descent or distribution
      and may be exercised, during the lifetime of the Employee, only by
      such Employee.

      7.  Exercise of Options.  Each Employee may exercise an Option at such
time and in such manner as the Board shall prescribe in the Option
Agreement, provided an Option cannot be exercised after the expiration of
twenty-seven months from the date such Option is granted.  Any Option not
exercised by the Exercise Date shall expire thereon.

            (a)  Number of Shares Purchased.  As of the Exercise Date, the
      Board shall apply the amounts withheld from each Employee who
      exercises an Option, plus any interest credited thereon, toward the
      purchase of (i) the maximum number of whole Shares determined by
      dividing such amounts, plus any interest, by the option price per
      Share; or (ii) such lesser number of whole Shares specified by the
      Employee at the time of exercise.  Only amounts withheld during the
      Option Period, plus any interest thereon, may be used to purchase
      Shares.  The amounts withheld, plus any interest, not used to purchase
      Shares shall be paid to the Employee in a lump sum in accordance with
      the Option Agreement.

            (b)  Limitation on Exercise.  If as of any Exercise Date
      Employees exercise Options for Shares the aggregate number of which
      exceeds the aggregate number of Shares remaining which may be issued
      under Options in accordance with the limitations contained in Section
      3(iii) or 4, then each Employee shall receive that number of Shares
      determined by multiplying the number of Shares for which such Employee
      exercised an Option by a fraction, the numerator of which is the
      aggregate number of Shares remaining which may be issued in accordance
      with Section 3(iii) or 4 (as the case may be) and the denominator of
      which is the aggregate number of Shares for which all Employees
      exercised Options as of such Exercise Date.  Employees shall not,
      however, be permitted to purchase fractional Shares.  The number of
      Shares which each Employee may purchase shall be rounded down to the
      nearest whole Share.

            (c)  Accrual of Shareholder Rights.  Until the date of issuance
      of Shares, as recorded on the books of the Company, no right to vote
      or receive dividends or any other rights as a shareholder shall exist
      with respect to Options, notwithstanding the exercise thereof.  No
      adjustment shall be made for a dividend or other shareholder rights if
      the record date therefor is prior to the date Shares are issued,
      except as provided in Section 11.  Stock certificates for Shares
      purchased by the exercise of Options shall be issued by the Company as
      soon as practicable after the Exercise Date.

      8.  Termination of Employment.  In the event an Employee ceases to be
employed by the Company, and is no longer employed by it, for any reason
other than disability or death, any Option granted to such Employee shall
expire on the date of termination.  If an Option expires under this Section,
the amounts withheld, plus any interest, shall be paid to the Employee in a
lump sum as prescribed in the Option Agreement and the Employee shall have
no further rights under the Plan.

      9.  Disability.  In the event an Employee who is disabled ceases to be
employed by the Company and is no longer employed by it, such Employee may
exercise an Option at any time within the three month period following
termination of employment, but not later than the Exercise Date, provided
such exercise shall be limited to the maximum number of whole Shares
determined by dividing the amounts withheld prior to termination, plus any
interest, by the option price per Share.  The amounts withheld, plus any
interest, not used to purchase Shares shall be paid to the disabled Employee
in a lump sum in accordance with the Option Agreement.  An Employee is
disabled if he or she is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or
can be expected to last for a continuous period of not less than twelve
months.  However, an Employee shall not be considered disabled unless he or
she furnishes proof of the existence thereof in such form and manner, and at
such times, as the Board may require.

      10.  Death.  In the event an Employee dies while in the employ of the
Company, an Option granted to such Employee may be exercised on the Exercise
Date by such Employee's personal representative or by such other person or
persons to whom such Employee's rights pass by will or by the laws of
descent and distribution, provided such exercise shall not exceed the
maximum number of whole Shares determined by dividing the amounts withheld
prior to such Employee's death, plus any interest, by the option price per
Share.  The amounts withheld, plus any interest, not used to purchase Shares
shall be paid in a lump sum to the Employee's personal representative or to
such person or persons to whom such Employee's rights pass by will or by the
laws of descent and distribution.

      11.  Adjustments.  If the number of Shares outstanding changes as a
result of a stock split or stock dividend, the number of Shares to be issued
under Options and the option price per Share shall be proportionately
adjusted by the Board so as to comply with Section 423 of the Code.  In the
event of a merger or consolidation in which the Company is the surviving
corporation, or the acquisition by the Company of property or stock of an
acquired corporation, or any reorganization, the number and class of Shares
to be issued under Options and the option price per Share shall be adjusted
by the Board so as to comply with Sections 423 and 425 of the Code.  A
merger or consolidation in which the Company is not the surviving
corporation shall terminate all Options, provided that each Employee shall
have the right to exercise outstanding Options immediately prior to the
effective date of such merger or consolidation, provided such exercise shall
be limited to the maximum number of whole Shares determined by dividing the
amounts withheld prior to the record date therefor, plus any interest, by
the option price per Share.

      12.  Amendment and Termination.

            (a)  Amendment.  The Board, without further approval of the
      shareholders of the Company, may amend the Plan from time to time in
      such respects as the Board may deem advisable, provided that no
      amendment shall become effective prior to approval of the shareholders
      of the Company which:

                  (i)  increases the maximum number of Shares for which
            Options may be granted; or

                  (ii)  changes the provisions relating to Employees
            eligible to receive Options under the Plan.

            (b)  Termination.  The Board, without further approval of the
      shareholders of the Company, may at any time terminate the Plan.

            (c)  Effect of Amendment or Termination.  Any such amendment or
      termination of the Plan shall not affect Options already granted, and
      such Options shall remain in full force and effect as if the Plan had
      not been amended or terminated.

      13.  Effective Date.  The Plan shall be effective as of January 1,
1994, subject however to approval by the shareholders of the Company on or
before the first Exercise Date or December 31, 1994, whichever is earlier.

      14.  Miscellaneous.

            (a)  Employment.  The granting of an Option to an Employee shall
      not give the Employee any right to be retained in the employ of the
      Company or any subsidiary thereof.

            (b)  Headings.  The section headings are included solely for
      convenience and shall in no event affect, or be used in connection
      with, the interpretation of the Plan.