Exhibit 10.3A


                         INTELLIGENT CONTROLS, INC.

                EMPLOYEE RESTRICTED STOCK PURCHASE AGREEMENT


      This Agreement is made as of the 1st day of May, 1998, by and between 
Intelligent Controls, Inc., a Maine corporation (the "Company"), and Roger 
E. Brooks ("Purchaser").

      In consideration of the mutual covenants and representations herein 
set forth, the Company and Purchaser agree as follows:

      1.  PURCHASE AND SALE OF STOCK.  Subject to the terms and conditions 
of this Agreement, the Company hereby agrees to sell to Purchaser and 
Purchaser agrees to purchase from the Company on the Closing Date (as herein 
defined), 486,923 shares (the "Shares") of the Company's common stock, no 
par value (the "Common Stock"), at a price of $3.25 per share (the "Issue 
Price").  The purchase price for the Shares shall be paid by Purchaser as 
follows:

            (i)  $250,000 in cash; and

            (ii) $1,332,500 by promissory note in the form attached hereto 
      as Exhibit A (the "Note").  As security for the payment of the Note 
      and any renewal or modification thereof, Purchaser hereby grants to 
      the Company a security interest in, and pledges and delivers to the 
      Company, the Shares, to be held in escrow pursuant to Section 7 
      hereof.

      2.  CLOSING.  The purchase and sale of the Shares shall occur at a 
closing (the "Closing") to be held at such time and place as designated by 
the Company by written notice to Purchaser.  The Closing shall take place at 
the principal office of the Company or at such other place as shall be 
designated by the Company.  At the Closing, the Company will issue a 
certificate representing the Shares registered in the name of Purchaser 
against receipt of the Note and a certified check in the amount of $250,000.  

      3.  (a)  REPURCHASE OPTION.  In the event Purchaser's employment with 
the Company is terminated as provided in Section 4 of that certain 
Employment Agreement between the Company and Purchaser dated as of May 1, 
1998 (the "Employment Agreement"), the Company shall have the option to 
repurchase up to all of the Unvested Shares (as defined below) at the Issue 
Price.  In the event the Company exercises its repurchase option as set 
forth in this Section 3(a), the Company shall, within thirty (30) days after 
Purchaser's termination of employment, give to Purchaser a written notice 
specifying the number of Unvested Shares it is electing to repurchase and 
the time for closing, which closing shall be held at the Company's principal 
office and shall occur no earlier than 10 days and no later than 20 days 
after the date such notice is given.  Upon the date of any such notice from 
the Company, the interest of Purchaser in the Unvested Shares specified in 
such notice shall automatically terminate, except for Purchaser's right to 
receive payment from the Company for such Unvested Shares.  Payment for such 
Unvested Shares may, at the option of the Company, be made by cancellation 
of the corresponding amount due under the Note.

      (b)  VESTING.  The repurchase option set forth in Section 3(a) with 
respect to the Shares shall lapse and such Shares shall automatically become 
vested (all Shares as to which such repurchase option shall have not lapsed 
being referred to as "Unvested Shares"):

            (i)  with respect to 76,923 Shares at the time of the Closing;

            (ii)  with respect to 25,625 of the remaining number of Shares 
      upon the passage of every three months;

            (iii)  with respect to all of the remaining Shares upon the sale 
      of all or substantially all of the Company's assets or stock, or a 
      upon a "change of control" of the Company.  A "change of control" 
      means:

                  (A)  any person or entity, other than an existing Company 
            shareholder, becomes the beneficial owner of 50% or more of the 
            voting power of the Company;

                  (B)  a change in the majority of the Company's directors, 
            other than a change approved by the Company's current 
            shareholders; or

                  (C)  a sale of substantially all of the Company by sale of 
            assets, stock, merger, consolidation or other reorganization; 
            provided, however, that a reorganization or recapitalization of 
            the Company not constituting a sale to a purchaser for value 
            will not constitute a sale resulting in a lapse of such 
            repurchase option; and

            (iv)  with respect to 102,500 of the remaining number of Shares 
      in the event of termination of Purchaser's employment with the Company 
      pursuant to Sections 4(b) or 4(c) of the Employment Agreement (or upon 
      an event treated as a termination without "cause" pursuant to Section 
      5(e) or 5(f) of the Employment Agreement), in addition to any Shares 
      which have previously vested.

      4.  STOCK SPLITS, ETC.  If from time to time during the term of this 
Agreement:

            (a)  there is any stock dividend or liquidating dividend of cash 
      and/or property, stock split or other change in the character or 
      amount of any of the outstanding securities of the Company; or

            (b)  there is any consolidation, merger or sale of all or 
      substantially all of the assets of the Company;

then, in such event, any and all new, substituted or additional securities 
or other property to which Purchaser is entitled by reason of his ownership 
of the Shares shall be immediately subject to this Agreement and be included 
in the word "Shares" for all purposes with the same force and effect as the 
Shares presently subject to the terms of this Agreement.  While the 
aggregate purchase price shall remain the same after each such event, the 
number of shares vesting thereafter under Section 3(b) of this Agreement and 
the purchase price per share upon exercise of the repurchase option 
described in Section 3 shall be appropriately adjusted.

      5.  LEGENDS.  All certificates representing any of the Shares subject 
to the provisions of this Agreement shall have endorsed thereon the 
following legends:

      (a)   "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A 
            REPURCHASE OPTION IN FAVOR OF THE COMPANY AS SET FORTH IN AN 
            AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, A COPY 
            OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

      (b)   "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
            REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, 
            OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN 
            EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF 
            COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS 
            NOT REQUIRED."

      6.  PURCHASER'S REPRESENTATIONS.  In connection with his purchase of 
the Shares, Purchaser hereby represents and warrants to the Company as 
follows:

      (a)  INVESTMENT INTENT; CAPACITY TO PROTECT INTERESTS.  Purchaser is 
purchasing the Shares solely for his own account for investment and not with 
a view to or for sale in connection with any distribution of the Shares or 
any portion thereof and not with any present intention of selling, offering 
to sell or otherwise disposing of or distributing the Shares or any portion 
thereof in any transaction other than a transaction exempt from registration 
under the Act.  Purchaser also represents that the entire legal and 
beneficial interest of the Shares is being purchased, and will be held, for 
Purchaser's account only, and neither in whole or in part for any other 
person.  Purchaser either has a pre-existing business or personal 
relationship with the Company or its officers, directors or controlling 
persons or by reason of Purchaser's business or financial experience or the 
business or financial experience of Purchaser's professional advisors who 
are unaffiliated with and who are not compensated by the Company or any 
affiliate or selling agent of the Company, directly or indirectly, could be 
reasonably assumed to have the capacity to evaluate the merits and risks of 
an investment in the Company and to protect Purchaser's own interests in 
connection with this transaction.

      (b)  INFORMATION CONCERNING COMPANY.  Purchaser has heretofore 
discussed the Company and its plans, operations and financial condition with 
the Company's officers and has heretofore received all such information as 
Purchaser has deemed necessary and appropriate to enable Purchaser to 
evaluate the financial risk inherent in making an investment in the Shares, 
and Purchaser has received satisfactory and complete information concerning 
the business and financial condition of the Company in response to all 
inquiries in respect thereof.

      (c)  ECONOMIC RISK.  Purchaser realizes that the purchase of the 
Shares will be a highly speculative investment and involves a high degree of 
risk, and Purchaser is able to hold the Shares for an indefinite period of 
time and suffer a complete loss on his investment.

      (d)  RESTRICTED SECURITIES.  Purchaser understands and acknowledges 
that:

            (i)  the sale of the Shares has not been registered under the 
      Act, and the Shares must be held indefinitely unless subsequently 
      registered under the Act or an exemption from such registration is 
      available and the Company is under no obligation to register the 
      Shares;

           (ii)  the share certificate(s) representing the Shares will be 
      stamped with the legends specified in Section 7 hereof; and

            (iii)  the Company will make a notation in its records of the 
      aforementioned restrictions on transfer and legends.

      (e)  DISPOSITION UNDER RULE 144.  Purchaser understands that the 
Shares are restricted securities within the meaning of Rule 144 promulgated 
under the Securities Act of 1933, as amended (the "Act"); that the exemption 
from registration under Rule 144 will not be available in any event for at 
least one year from the date of purchase and payment for the Shares, and 
even then will not be available unless (i) a public trading market then 
exists for the Common Stock, (ii) adequate information concerning the 
Company is then available to the public, and (iii) other terms and 
conditions of Rule 144 are complied with; and that any sale of the Shares 
may be made only in limited amounts in accordance with such terms and 
conditions.

      (f)  FURTHER LIMITATIONS ON DISPOSITION.  Without in any way limiting 
his representations set forth above, Purchaser further agrees that he shall 
in no event make any disposition of all or any portion of the Shares unless 
and until:

            (i)  there is then in effect a registration statement under the 
      Act covering such proposed disposition and such disposition is made in 
      accordance with said registration statement; or

            (ii)(A) Purchaser shall have notified the Company of the 
      proposed disposition and shall have furnished the Company with a 
      detailed statement of the circumstances surrounding the proposed 
      disposition, (B) Purchaser shall have furnished the Company with an 
      opinion of Purchaser's counsel to the effect that such disposition 
      will not require registration of such Shares under the Act, and (C) 
      such opinion of Purchaser's counsel shall have been concurred in by 
      counsel for the Company and the Company shall have advised Purchaser 
      of such concurrence.

      7.  ESCROW.  As security for the faithful performance of the terms of 
this Agreement and the Note and to ensure the availability for delivery of 
the Shares upon exercise of the repurchase option of the Company herein 
provided, Purchaser agrees to deliver to and deposit with the Secretary of 
the Company, to be held in escrow by the Company as pledgee, two stock 
assignments duly endorsed (with date and number of shares blank) with the 
certificate or certificates evidencing the Shares.  Such documents are to be 
held by the Company pursuant to the terms of that certain Pledge Agreement 
between the Company and Purchaser of even date herewith.  After the Note has 
been fully repaid, the Company shall deliver to Purchaser all vested Shares.

      8.  TRANSFERS NOT RECOGNIZED.  The Company shall not be required (i) 
to transfer on its books any of the Shares which shall have been transferred 
in violation of any of the provisions of this Agreement, or (ii) to treat as 
owner of such Shares or to accord the right to vote as such owner or to pay 
dividends to any transferee to whom such Shares shall have been so 
transferred.

      9.  RIGHTS AS STOCKHOLDER.  Subject to the provisions of Section 3 and 
Section 7, Purchaser shall, during the term of this Agreement, exercise all 
rights and privileges of a stockholder of the Company with respect to the 
Shares, including without limitation the right to vote and the right to 
receive any dividends payable with respect thereto.

      10.  TAXES.  Purchaser acknowledges that an amount equal to the fair 
market value of the Shares, to the extent in excess of the Issue Price, 
shall constitute income received by Purchaser for income tax purposes, and 
that provision must be made for income taxes to be withheld by the Company 
with respect to the Shares, whenever and to the extent that the Shares vest 
pursuant to Section 3(b) of this Agreement, or upon the execution of this 
Agreement if Purchaser makes an election pursuant to Section 83(b) of the 
Internal Revenue Code.  Purchaser agrees that Purchaser will make 
appropriate provisions for the collection and payment of such withholding 
taxes, in whatever manner is reasonably determined by the Company, including 
without limitation payment by Purchaser to the Company of cash in the amount 
of required withholding taxes or withholding from other compensation due 
Purchaser.  The parties believe that the fair market value of the Shares at 
the Closing Date equals the Issue Price.

      11.  MISCELLANEOUS.  (a)  Any notice hereunder shall be in writing 
personally delivered by courier or mailed by registered or certified mail, 
postage prepaid, and addressed to Purchaser at the address appearing in the 
records of the Company or to the Company at its principal executive offices, 
or at such other address as may be specified by Purchaser or the Company to 
the other party by notice given in the manner herein provided.  A notice 
shall be deemed to have been given and received upon the earlier of (i) 
three business days after the date on which it is deposited in the U.S. 
mails or (ii) receipt by the party to whom such notice is directed.

      (b)  No waiver by a party hereto of a breach of any provision of this 
Agreement shall be deemed to be a waiver of any preceding or subsequent 
breach of the same or any other provision thereof.

      (c)  Purchaser acknowledges that the remedy at law for any breach of 
this Agreement will be inadequate, and agrees that the Company shall, in 
addition to whatever other remedies it may have, be entitled to injunctive 
relief.

      (d)  This Agreement shall be governed by the laws of the State of 
Maine.  This Agreement sets forth the entire agreement between the parties 
concerning the subject matter hereof and supersedes any prior agreements and 
understandings relating to the subject matter hereof.  No amendment or 
modification hereof will be effective unless it is in writing and signed by 
the parties.

      (e)  The Company may assign its rights and delegate its duties under 
this Agreement, including its rights under Section 3 hereof.  If any such 
assignment or delegation requires consent of any state securities 
authorities, the parties agree to cooperate in requesting such consent.  
This Agreement shall inure to the benefit of the successors and assigns of 
the Company and, subject to the restrictions on transfer herein set forth, 
be binding upon Purchaser, his heirs, executors, administrators, successors 
and assigns.

      (f)  Nothing in this Agreement shall affect in any manner whatsoever 
the right or power of the Company, or a parent or subsidiary of the Company, 
to terminate Purchaser's employment, for any reason, with or without cause.


      IN WITNESS WHEREOF, the parties have executed this Agreement on the 
day and year first above written.

                                       INTELLIGENT CONTROLS, INC.

                                       By: /s/ Alan Lukas
                                       Title: President


                                       PURCHASER:

                                       /s/ Roger E. Brooks



                               PROMISSORY NOTE

$1,332,500.00                                              Saco, Maine
                                                                 May 6, 1998


      FOR VALUE RECEIVED, the undersigned, Roger E. Brooks, hereby promises 
to pay to the order of Intelligent Controls, Inc. (the "Payee"), as 
hereinafter provided, the principal sum of ONE MILLION THREE HUNDRED THIRTY 
TWO THOUSAND FIVE HUNDRED DOLLARS, with interest on all unpaid principal, 
from and including the date hereof, at the rate of 5.69% per annum, 
compounded annually [the applicable federal rate as of the date hereof].  
Interest shall be computed on the basis of a year of 360 days and actual 
number of days elapsed.

      Said principal sum and interest thereon shall be due and payable on 
demand on or after May 6, 2003.

      The undersigned shall have the right at any time or times, without 
penalty, to prepay, up to the entire unpaid principal balance hereof, 
provided that there is paid with each such payment all interest accrued and 
unpaid on the amount thereof to the date of payment.

      The amount of all principal and (to the extent permitted by then 
applicable law) all interest which is not paid when due (whether on demand 
or by acceleration) shall bear interest, until payment of such overdue 
amount in full, at the rate of twelve percent (12%) per annum, or the 
maximum rate of interest, if lower, permitted by applicable law.

      All payments of interest and principal shall be made at the principal 
office of the Payee, at 74 Industrial Park Road, Saco, Maine 04072, or at 
such other place as the holder hereof may from time to time designate.  All 
payments hereunder shall first be applied to unpaid accrued interest and the 
balance, if any, to principal.  If, however, the holder has incurred costs 
and expenses of collection in enforcing this note, as described below, such 
payments shall first be applied thereto.

      The occurrence of any of the following events shall constitute a 
default under this note:

      A.    default in the payment of any principal or interest hereunder 
            when due;

      B.    assignment for the benefit of creditors by the undersigned;

      C.    commencement of any proceeding under any law of any 
            jurisdiction, now or hereafter in force, relating to bankruptcy, 
            insolvency or otherwise to the protection or relief of debtors 
            or the readjustment of indebtedness, by or against the 
            undersigned; or

      D.    termination of the undersigned's employment by the Payee for any 
            reason.

      Upon any default described in paragraphs B and C above, this note 
shall automatically become immediately due and payable.  Upon any default 
described in paragraph A above, this note, at the option of the holder, 
shall become immediately due and payable.  Upon any default described in 
paragraph D above, this note, at the option of the holder, shall become due 
and payable on or after the 90th day following the date the undersigned's 
employment by the Payee is terminated, provided that if such termination of 
employment is due to the undersigned's death or disability in accordance 
with Section 4(c) of the Employment Agreement dated May 1, 1998 between the 
undersigned and the Payee (the "Employment Agreement") or effected by the 
Payee without "cause" in accordance with Section 4(b) of the Employment 
Agreement [or upon an event treated as a termination without "cause" 
pursuant to Section 5(e) or 5(f) thereof], then this note, at the option of 
the holder, shall only become due and payable on or after the first 
anniversary of the date the undersigned's employment by the Payee is so 
terminated.

      The undersigned hereby, to the fullest extent permitted by applicable 
law, (a) waives presentment, demand, notice, protest and all other demands 
and notices, in connection with delivery, acceptance, performance, default, 
acceleration or enforcement of or under this note; and (b) agrees to pay to 
the holder, on demand, all costs and expenses of collection, including, 
without limitation, reasonable attorneys' fees and legal expenses, incurred 
by the holder in enforcing this note, whether or not litigation is 
commenced.

      No failure by the holder to exercise, or delay by the holder in 
exercising, any right or remedy hereunder shall operate as a waiver thereof 
or of any other right or remedy and no single or partial exercise of any 
right or remedy shall preclude any other or further exercise thereof or of 
any other right or remedy.  Acceptance by the holder of any payment after 
the maturity of this note has been accelerated shall not constitute a waiver 
of such acceleration.

      This note shall be full recourse only with respect to $200,000 of the 
principal amount hereof and the interest on such portion of the principal 
amount (such principal and interest being herein referred to as the 
"Recourse Amount").  All payments of principal and interest hereunder shall 
be deemed to have been applied first to principal and interest due hereunder 
which is not included in the Recourse Amount.

      This note is secured by and entitled to the benefits of a Pledge 
Agreement of even date between the Payee and the undersigned.

      This note shall be assignable by the Payee.  The word "holder", as 
used herein, shall mean the Payee or any endorsee of this note who is in 
possession of it, or the bearer if this note is at the time payable to 
bearer.

      A record of all payments of interest and principal shall be kept on 
separate records of the holder and no such record need be made or kept on 
this note.

      This note shall take effect as an instrument under seal and shall be 
governed by and construed in accordance with the law of the State of Maine.

Witness:


/s/ Sharon Binette                     /s/ Roger E. Brooks
                                       Roger E. Brooks

                                       Address:  16 Deerfield Road
                                                 Sherborn, MA  01770




                              PLEDGE AGREEMENT


      The undersigned, Roger E. Brooks, an individual residing at 16 
Deerfield Road, Sherborn, MA 01770 (the "Pledgor"), hereby agrees with 
Intelligent Controls, Inc., a Maine corporation having its principal place 
of business at 74 Industrial Park Road, Saco, Maine 04072 (the "Pledgee"), 
as follows:

      1.  PLEDGE.  For valuable consideration, the receipt whereof is hereby 
acknowledged by the Pledgor, the Pledgor hereby pledges, assigns and 
transfers to the Pledgee, and grants to the Pledgee a continuing security 
interest in, the shares of stock listed on Schedule A hereto (the "Original 
Stock") and all other Collateral (as hereinafter defined), to secure the due 
and punctual payment and performance of all of the liabilities and 
obligations of the Pledgor under that certain promissory note (the "Note") 
of even date herewith made by the Pledgor and payable to the order of the 
Pledgee in the original principal amount of $1,332,500, including principal, 
interest and costs and expenses of collection,  and all liabilities and 
obligations of the Pledgor under this Agreement (collectively, the 
"Obligations").  The Original Stock and all proceeds thereof, including, 
without limitation, all stock dividends and "stock splits", if any, to which 
the Pledgor may be entitled (collectively, with the Original Stock, the 
"Stock"), all payments in lieu of fractional shares of Stock, all dividends, 
distributions and other payments made on or in respect of any Stock and all 
other property which the Pledgor may become entitled to receive on account 
thereof, are sometimes referred to herein collectively as the "Collateral".

      2.  PAYMENT AND PERFORMANCE OF OBLIGATIONS.  The Pledgor shall pay, 
perform and observe each of the Obligations when due or required.

      3.  VOTING POWER.  Prior to an event of default (as defined in the 
Note), the Pledgor shall be entitled to exercise all voting powers 
pertaining to the Stock for all purposes not inconsistent with the 
provisions of this Agreement.  The Pledgee shall have the right, in its 
discretion, to cause the transfer to itself or its nominee of any or all 
Collateral, at any time or times, upon and after the occurrence of any such 
event of default and to exercise all voting powers pertaining to the Stock 
for all purposes.  Such transfer shall not constitute a sale or other 
disposition of Collateral.

      4.  DISPOSITION OF COLLATERAL.

      (a)  Upon and after any event of default which is then continuing, the 
Pledgee shall have, in addition to rights and remedies otherwise available 
to it, all of the rights and remedies of a secured party on default under 
the Uniform Commercial Code (the "Code") then in effect in the State of 
Maine.

      (b)  If any notice to the Pledgor of the sale or other disposition of 
Collateral is required by then applicable law, seven (7) days' prior notice 
(or, if longer, the shortest period of time permitted by then applicable 
law) to the Pledgor of the time and place of any public sale of Collateral 
or of the time after which any private sale or any other intended 
disposition is to be made shall constitute reasonable notification.

      (c)  The Pledgee is authorized, at any such date, if the Pledgee deems 
it advisable to do so, in order to comply with any applicable securities 
laws, to restrict (i) the prospective bidders or purchasers to persons who 
will represent and agree, among other things, that they are purchasing the 
Stock for their own account for investment, and not with a view to the 
distribution or resale thereof, or (ii) the manner of such sale or other 
disposition.  Sales made subject to such restrictions shall be deemed to 
have been made in a commercially reasonable manner.

      (d)  If all or any part of the Collateral is sold on credit or for 
future delivery, the Collateral so sold may be retained by the Pledgee until 
the purchase price is paid in full.  The Pledgee shall incur no liability in 
case of the failure of the purchaser to pay for the Collateral as so sold, 
or of the failure of the Pledgee to make any sale of Collateral after giving 
notice thereof, and in case of any such failure, such Collateral may again 
be sold upon the same notice as in the case of an original sale.

      (e)  All moneys received by the Pledgee from any collection or any 
sale or other enforcement or disposition of Collateral shall be applied to 
Obligations as provided in paragraph 5 hereof.

      (f)  Upon payment in full of all Obligations, the Pledgor shall be 
entitled to the return of all Collateral, including cash, which has not been 
used or applied toward the payment of Obligations (unless another person is 
legally entitled thereto).  If there is a deficiency, the Pledgor shall be 
responsible for the same, together with interest thereon at the rate of 
twelve percent (12%) per annum, except as otherwise specifically provided in 
the Note.  Any return of Collateral by the Pledgee to the Pledgor shall be 
without representation or warranty of any nature whatsoever and wholly 
without recourse.

      5.  APPLICATION OF PROCEEDS.  The Pledgee shall apply all moneys 
received by it from any collection or any sale or other enforcement or 
disposition of Collateral to Obligations in the following order:  first, to 
the payment of any costs and expenses of collection of the Note and any 
costs and expenses incurred in enforcing its rights hereunder, including, 
without limitation, reasonable attorneys' fees and legal expenses, next to 
interest on the Note, and the balance, if any, to principal of the Note.  

      6.  DUTY OF PLEDGEE.  The Pledgee shall have no duty as to the 
collection or protection of any Collateral (beyond reasonable care in the 
custody and preservation of Collateral while actually in its possession) or 
to preserve any rights with respect to any Collateral, including, without 
limitation, rights against prior parties; and the sole duty of the Pledgee 
shall be to receive payments and any Stock issued to the Pledgor, as and 
when received by the Pledgee, and to apply any such payments against 
Obligations as provided in paragraph 5.

      7.  RIGHTS OF PLEDGEE.  The Pledgee, in its discretion, may apply any 
and all proceeds of disposition of Collateral and other amounts collected or 
received, pursuant to this Agreement or in the exercise of its rights, 
remedies and powers hereunder, against Obligations, and may exercise said 
rights, remedies and powers without regard to the existence of any other 
security or sources of payment for any of the Obligations.

      8.  REPRESENTATIONS AND WARRANTIES.  The Pledgor hereby represents and 
warrants to the Pledgee as follows:

      (a)  The Pledgor is the sole owner, and (as to Collateral to be 
acquired after the date hereof) shall be the sole owner, of the Collateral, 
and has and shall have the right to transfer all Collateral and to grant a 
security interest therein to the Pledgee as provided in this Agreement.

      (b)  All of the Collateral is and shall be genuine, free and clear of 
any restriction on transfer (except under any applicable securities laws), 
lien, security interest, option or other charge or encumbrance, except in 
favor of the Pledgee.

      (c)  No other pledge or assignment of any Collateral has or shall have 
been made.

      9.  DUTIES OF PLEDGOR.  Until all of the Obligations have been paid 
and performed in full, the Pledgor

      (a)  Shall furnish to the Pledgee such stock powers and other 
instruments of transfer as may be required by the Pledgee to assure the 
transferability of Collateral.

      (b)  Shall pay or cause to be paid, on or before the date when due, 
all taxes and assessments heretofore or hereafter levied or assessed against 
the Collateral, or any part thereof, or on this Agreement or on any of the 
Obligations.

      (c)  Shall furnish to the Pledgee, promptly upon receipt thereof, 
copies of all material notices, requests and other writings received by the 
Pledgor relating to Collateral, and shall give prompt written notice to the 
Pledgee of any claim which may be made attacking or questioning the validity 
of this Agreement or of the security interest granted hereby, and of any 
legal proceeding which may be instituted against the Pledgor with respect 
thereto; and, at the cost and expense of the Pledgor, shall diligently 
endeavor to cure any alleged defect and shall take all necessary action for 
the defense of such legal proceeding; and the Pledgee (whether or not named 
as a party to any such legal proceeding) is hereby authorized and empowered 
to take such additional action, as, in its judgment, may be necessary for 
the defense of any such legal proceeding or the perfection, preservation or 
protection of this Agreement and of the security interest granted hereby.

      (d)  Shall promptly execute and deliver all notices and other writings 
and take all such other action reasonably requested, at any time or times, 
by the Pledgee to perfect, preserve and protect and continue perfected the 
security interest granted hereby or to enable the Pledgee to exercise and 
enforce its rights, remedies and powers hereunder with respect to 
Collateral.

      (e)  Shall deliver, if received by the Pledgor, all Collateral, 
immediately upon receipt thereof by the Pledgor (duly endorsed or assigned 
to the Pledgee as appropriate), in the identical form received by the 
Pledgor.

      (f)  Shall not sell, assign, transfer, encumber or otherwise dispose 
of all or any part of the Collateral, or permit the Collateral to be sold, 
assigned, transferred or otherwise disposed of or encumbered, except in 
favor of the Pledgee, without the prior written consent of the Pledgee.

      10.  POWER OF ATTORNEY.  The Pledgor hereby irrevocably constitutes 
and appoints the Pledgee the true and lawful attorney of the Pledgor, with 
full power of substitution, in the place and stead of the Pledgor and in the 
name of the Pledgee or the Pledgor or otherwise, at any time or times, in 
the discretion of the Pledgee, to take any action and to execute any 
instrument or document which the Pledgee may deem necessary or advisable to 
accomplish the purposes of this Agreement, including, without limitation,

      (a)  To receive, endorse and collect all checks and other orders or 
instruments for the payment of money made payable to the Pledgor 
representing any dividend payment or other distribution in respect of any or 
all other Collateral and to give full discharge for the same.

      (b)  To execute endorsements, assignments or other instruments of 
conveyance or transfer with respect to any or all Collateral.

      (c)  To demand, sue for, collect, receive and give acquittance for any 
monies due and to become due under or in respect of any or all Collateral.

      (d)  To file any claims or take any action or institute any 
proceedings which the Pledgee may deem necessary or advisable for the 
collection of any or all Collateral or otherwise to enforce the rights of 
the Pledgee with respect thereto.

This power of attorney shall not be affected by any subsequent disability or 
incapacity of the Pledgor.  No discretionary right, remedy or power granted 
to the Pledgee in this Agreement shall be deemed to impose any obligation 
whatsoever on the Pledgee with respect thereto (such rights, remedies and 
powers being solely for the protection of the Pledgee).  If, however, the 
Pledgee elects to exercise any of such rights, remedies or powers, the 
Pledgee shall not be accountable for more than it actually receives as a 
result thereof, and it shall not be responsible to the Pledgor, except for 
willful misconduct or bad faith.

      11.  WAIVERS.  The Pledgor hereby waives presentment, demand, notice 
and protest, notice of acceptance of this Agreement, and, except as 
otherwise provided in paragraph 4, of all action by the Pledgee in reliance 
hereon.  No course of dealing by the Pledgee and no failure or delay by the 
Pledgee in exercising any right, remedy or power hereunder shall operate as 
a waiver thereof, and no single or partial exercise thereof shall preclude 
any other or further exercise thereof or the exercise of any other right, 
remedy or power of the Pledgee.  No amendment, modification or waiver of any 
provision of this Agreement shall in any event be effective unless contained 
in a writing signed by the Pledgee, and then only to the extent specifically 
set forth therein.  The rights, remedies and powers of the Pledgee, not only 
hereunder and under the Note, but also under the Employee Restricted Stock 
Purchase Agreement of even date herewith between the Pledgor and the Pledgee 
and under applicable law, are cumulative and may be exercised by the Pledgee 
at such time or times as the Pledgee may elect.

      12.  NOTICES.  No notice to or demand upon the Pledgor, in any 
instance, shall entitle the Pledgor to any other or further notice or demand 
under similar or other circumstances, unless expressly required by this 
Agreement or applicable law.  All demands, notices and other communications 
from the Pledgee to the Pledgor hereunder shall be in writing and shall be 
deemed effective when delivered in hand or when sent by certified or 
registered mail, return receipt requested, or delivered to an express 
courier service and addressed to the Pledgor at the address of the Pledgor 
set forth in the introductory paragraph hereof, or such other address of 
which notice hereafter becomes effective as provided in this paragraph.  All 
notices and other communications from the Pledgor to the Pledgee hereunder 
shall be in writing and shall be deemed effective when actually received by 
the Pledgee.  Receipt shall be presumed if the Pledgor receives a return 
receipt from the post office, indicating delivery of such notice or other 
communication to the Pledgee at the address of the Pledgee set forth in the 
introductory paragraph hereof, marked, "Att:  Board of Directors" or such 
other address of which notice hereafter becomes effective as provided in 
this paragraph.

      13.  SEVERABILITY.  If any provision of this Agreement, or the 
application thereof to any person or circumstance, is held invalid, such 
invalidity shall not affect any other provision which can be given effect 
without the invalid provision or application, and to this end the provisions 
hereof shall be severable.

      14.  CAPTIONS.  The captions in this Agreement have been included for 
convenience of reference only, shall not define or limit the provisions 
hereof and shall not have any legal or other significance whatsoever.

      15.  MISCELLANEOUS.  This Agreement shall be governed by and construed 
in accordance with the law of the State of Maine, shall be binding upon the 
Pledgor and his heirs, legal representatives and assigns, and shall inure to 
the benefit of the Pledgee and its successors and assigns.  This Agreement 
shall remain in full force and effect until all of the Obligations have been 
paid and performed in full.

      WITNESS the execution hereof under seal this 6th day of May, 1998.


Witness:                               Intelligent Controls, Inc.


/s/ Gregory S. Fryer                   By: /s/ Alan Lukas
                                           Title: President



Witness:

/s/ Sharon L. Binette                  /s/ Roger E. Brooks



                                 SCHEDULE A

                                PLEDGED STOCK

STOCK                        CERTIFICATE NO.         NO. OF SHARES

Common Stock, no par
value, of Intelligent
Controls, Inc.                   IC 0667                  76,923

Common Stock, no par
value, of Intelligent
Controls, Inc.                   IC 0668                 410,000


ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE

      Pursuant to the provisions of Section 83(b) of the Internal Revenue 
Code, the undersigned (the "Taxpayer") hereby elects to include in gross 
income, for the taxable year set forth below, the excess, if any, of the 
fair market value of the property described below (valued as of the time of 
transfer) over the amount (if any) paid therefor.  Pursuant to the 
provisions of Section 1.83-2(e)(7) of the Treasury regulations, the Taxpayer 
hereby states that copies of this election have been furnished to the 
persons described in Section 1.83-2(d) of such regulations.

      (1)  Name of Taxpayer:             Roger E. Brooks

      (2)  Address of Taxpayer:          16 Deerfield Road
                                         Sherborn, Massachusetts 01770

      (3)  Social Security Number:       [ ]

      (4)  Description of Property
           Covered by Election:          486,923 shares (the "Shares") of 
                                         common stock, no par value, of 
                                         Intelligent Controls, Inc., a Maine
                                         corporation (the "Company")

      (5)  Date Property 
           Transferred:                  May 6, 1998

      (6)  Taxable Year For Which
           Election is Made:             1998

      (7)  Fair Market Value of
           Property At Time of 
           Transfer:*                    $1,582,500

      (8)  Amount Paid for Property:     $1,582,500

      (9)  Nature of Restrictions
           to Which Property is
           Subject:                      The Shares vest as follows:
                                         (i)76,923 Shares on the date of 
                                         issuance; (ii) 25,625 of the 
                                         remaining number of Shares upon the 
                                         passage of every three months; 
                                         (iii) immediately with respect to 
                                         all of the remaining Shares, upon 
                                         the sale of all or substantially 
                                         all of the Company's assets or 
                                         stock, or a upon a change of 
                                         control of the Company.  A change 
                                         of control means: (A) any person 
                                         or entity, other than an existing 
                                         Company shareholder, becomes the 
                                         beneficial owner of 50% or more of 
                                         the voting power of the Company; 
                                         (B) a change in the majority of the 
                                         Company's directors, other than a 
                                         change approved by the Company's 
                                         current shareholders; or (C) a sale 
                                         of substantially all of the Company 
                                         by sale of assets, stock, merger, 
                                         consolidation or other 
                                         reorganization; provided, however, 
                                         that the reorganization or 
                                         recapitalization of the Company not 
                                         constituting a sale to a purchaser 
                                         for value will not constitute a 
                                         sale resulting in vesting of such 
                                         Shares; and (iv) with respect to 
                                         102,500 of the remaining number of 
                                         Shares, upon the Purchaser's death 
                                         or disability, or upon any of 
                                         certain events deemed to constitute 
                                         a termination of Purchaser's 
                                         employment by the Company without 
                                         cause, in addition to any Shares 
                                         which have previously vested. 
                                         Unvested Shares are subject to 
                                         repurchase by the issuer upon 
                                         termination of the Taxpayer's 
                                         employment by the Company at the 
                                         amount paid therefor.


Dated:  May 8, 1998                    /s/ Roger E. Brooks

*    (determined without regard to any restrictions other than 
     restrictions which by their terms will never lapse)