Exhibit 10.2

                            VOTING AGREEMENT AND
                     AMENDMENT TO STOCKHOLDERS AGREEMENT

      AGREEMENT, dated as of April 25, 2002, by and among Franklin Electric
Co., Inc., an Indiana corporation ("Franklin"), and the shareholders of
Intelligent Controls, Inc., a Maine corporation (the "Company"), listed on
the signature page of this Agreement (collectively, the "Shareholders" and
each, a "Shareholder").

      WHEREAS, on even date herewith, Franklin has entered into an
Agreement and Plan of Merger dated as of April 25, 2002 (the "Merger
Agreement") by and among Franklin, FEI Corporation, a Maine corporation and
a wholly-owned subsidiary of Franklin ("Merger Subsidiary"), and the
Company, pursuant to which Franklin will acquire the Company by merging
Merger Subsidiary with and into the Company, with the Company as the
Surviving Corporation and a wholly-owned subsidiary of Franklin;

      WHEREAS, the Company will submit the transactions contemplated by the
Merger Agreement to the holders of its Common Stock for approval at a
meeting of shareholders called for that purpose (the "Shareholders
Meeting");

      WHEREAS, each Shareholder is the record holder of, and Beneficially
Owns, the number of shares of Common Share (the "Shares") set forth
opposite his or her name on Schedule I to this Agreement and is a party to
that certain Stockholders Agreement dated as of May 1, 1998, as heretofore
amended (the "Shareholders Agreement"); and

      WHEREAS, as an inducement to Franklin to enter into the Merger
Agreement, the Shareholders have agreed to enter into this Agreement;

      NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

      1.    Definitions.  For purposes of this Agreement:

            (a)   "Beneficially Own" or "Beneficial Ownership" with respect
                  to any securities shall mean having "beneficial
                  ownership" of such securities (as determined pursuant to
                  Rule 13d-3 under the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act")) and with respect to stock
                  options shall mean the maximum number of shares
                  purchasable under such options irrespective of vesting
                  limitations or other exercise conditions.

            (b)   "Common Stock" shall mean at any time the Common Stock,
                  no par value, of the Company.

            (c)   "Person" shall mean an individual, corporation,
                  partnership, limited liability company, joint venture,
                  association, trust, unincorporated organization or other
                  entity.

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      2.    Agreements.

            (a)   Voting.  Each Shareholder hereby agrees to vote his
                  Shares in connection with the Shareholder Meeting (a) in
                  favor of the Merger and the Merger Agreement, (b) in
                  favor of any other matter determined by the Board of
                  Directors of the Company to be necessary for the
                  consummation of the transactions contemplated by or
                  referred to in the Merger Agreement and (c) against any
                  matter inconsistent with the transactions contemplated by
                  or referred to in the Merger Agreement;

            (b)   Grant of Proxy.  Each Shareholder hereby irrevocably
                  grants to, and appoints, Jess B. Ford or Gregg C.
                  Sengstack and any nominee thereof (the "Proxy Holder"),
                  such Shareholder's proxy and attorney-in-fact (with full
                  power of substitution), for and in the name, place and
                  stead of such Shareholder, to vote his Shares in
                  accordance with the provisions of Section 2(a).

            (c)   Revocation of Prior Proxies.  Each Shareholder represents
                  that any proxies heretofore given in respect of such
                  Shareholder's Shares, if any, are not irrevocable, and
                  that such proxies are hereby revoked.

            (d)   Irrevocable Proxy.  Each Shareholder hereby affirms that
                  the irrevocable proxy set forth in this Section 2 are
                  coupled with an interest and are intended to be
                  irrevocable in accordance with the Maine Business
                  Corporation Act.  If for any reason the proxies granted
                  herein are not irrevocable, each Shareholder agrees to
                  vote his Shares as instructed by the Proxy Holder in
                  writing.

            (e)   No Inconsistent Arrangements.  Each Shareholder hereby
                  covenants and agrees that, except as contemplated by this
                  Agreement, he will not (i) transfer (which term shall
                  include, without limitation, any sale, gift, pledge or
                  other disposition), or consent to any transfer of, any
                  or all of such Shareholder's Shares, or any interest
                  therein, (ii) enter into any contract, option or other
                  agreement or understanding with respect to any transfer
                  of any or all of such Shares, or any interest therein,
                  (iii) grant any proxy, power-of-attorney or other
                  authorization in or with respect to such Shares, (iv)
                  deposit such Shares into a voting trust or enter into a
                  voting agreement or arrangement with respect to such
                  Shares, or (v) take any other action that would in any
                  way restrict, limit or interfere with the performance of
                  his obligations under this Agreement or the transactions
                  contemplated by this Agreement.

            (f)   Waiver of Right to Dissent.  Each Shareholder hereby
                  waives any right to dissent from the Merger that such
                  Shareholder may have under the Maine Business Corporation
                  Act or otherwise.

            (g)   Termination of Stockholders Agreement.  Each Shareholder
                  hereby agrees to amend and terminate the Stockholders
                  Agreement in its entirety, waiving and releasing all
                  further rights and claims of the Shareholder thereunder.
                  Such amendment, termination, waiver, and release is
                  conditional only upon

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                  consummation of the "Merger" and shall be effective as of
                  the "Effective Time" (as such terms are defined in the
                  Merger Agreement).

      3.    Representations and Warranties of the Shareholders.  Each
Shareholder hereby represents and warrants to Franklin that (i) he is the
record and Beneficial Owner of the Shares set forth on Schedule I and
(except as otherwise set forth therein) has sole voting power with respect
thereto, (ii) he does not Beneficially Own any Shares other than those set
forth on Schedule I, (iii) he has the legal capacity, power and authority
to enter into this Agreement and perform his obligations under this
Agreement without the need for the consent of any other person or entity,
and (iv) this Agreement constitutes a valid and binding agreement of the
Shareholder enforceable against him in accordance with its terms, except as
enforcement thereof may be limited by applicable bankruptcy and other
similar laws and general principles of equity.

      4.    Further Assurances.  From time to time, at the other party's
request and without further consideration, each party hereto shall execute
and deliver such additional documents and take all such further lawful
action as may be necessary or desirable to consummate and make effective,
in the most expeditious manner practicable, the transactions contemplated
by this Agreement.

      5.    Miscellaneous.

            (a)   Entire Agreement.  This Agreement constitutes the entire
                  agreement between the parties with respect to the subject
                  matter hereof and supersedes all other prior agreements
                  and understandings, both written and oral, between the
                  parties with respect to the subject matter hereof.

            (b)   Binding Agreement  This Agreement and the obligations
                  hereunder shall attach to the Shares and shall be binding
                  upon any person or entity to which legal or Beneficial
                  Ownership of such Shares shall pass, whether by operation
                  of law or otherwise, including, without limitation, each
                  of the Shareholder's successors or assigns.
                  Notwithstanding any transfer of Shares, the transferee
                  shall remain liable for the performance of all
                  obligations of the transferor under this Agreement.

            (c)   Assignment.  This Agreement shall not be assigned by
                  operation of law or otherwise without the prior written
                  consent of the other party.

            (d)   Amendments, Waivers, Etc.  This Agreement may not be
                  amended, changed, supplemented, waived or otherwise
                  modified or terminated, except upon the execution and
                  delivery of a written agreement executed by the parties
                  hereto.

            (e)   Notices.  Any notice or communication given pursuant to
                  this Agreement must be in writing and will be deemed to
                  have been duly given if mailed (by registered or
                  certified mail, postage prepaid, return receipt
                  requested), or, if transmitted by telecopy, or if
                  delivered by courier, as follows:

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                  If to a Shareholder:  to the Shareholder's address and
                                        telecopy number (if any) set forth
                                        on Schedule I hereto

                  If to Franklin:       400 E. Spring Street
                                        Bluffton, Indiana 46714
                                        Attention:  Gregg C. Sengstack
                                        Telecopy:  (260) 827-5633

All notices and other communications required or permitted under this
Agreement that are addressed as provided in this Section 5(e) will, whether
sent by mail, telecopy, or courier, by deemed given upon the first business
day after actual delivery to the addressed destination to which such notice
or other communication is sent (as evidenced by the return receipt or
shipping invoice signed by a representative of such party or by telecopy
confirmation).  Any party from time to time may change its address for the
purpose of notices to that party by giving a similar notice specifying a
new address, but no such notice will be deemed to have been given until it
is actually received by the party sought to be charged with the contents
thereof.

            (f)   Specific Performance.  Each party hereto recognizes and
                  acknowledges that a breach by it of any covenants or
                  agreements contained in this Agreement will cause the
                  other party to sustain damages for which it would not
                  have an adequate remedy at law for money damages, and
                  therefore in the event of any such breach the aggrieved
                  party shall be entitled to the remedy of specific
                  performance of such covenants and agreements and
                  injunctive and other equitable relief in addition to any
                  other remedy to which it may be entitled, at law or in
                  equity.

            (g)   Remedies Cumulative.  All rights, powers and remedies
                  provided under this Agreement or otherwise available in
                  respect hereof at law or in equity shall be cumulative
                  and not alternative or exclusive, and the exercise of any
                  thereof by any party shall not preclude the simultaneous
                  or later exercise of any other such right, power or
                  remedy by such party.

            (h)   Descriptive Headings.  The descriptive headings used
                  herein are inserted for convenience of reference only and
                  are not intended to be part of or to affect the meaning
                  or interpretation of this Agreement.

            (i)   Counterparts.  This Agreement may be executed in
                  counterparts, each of which shall be deemed to be an
                  original, but all of which, taken together, shall
                  constitute one and the same Agreement.

            (j)   Termination.  Notwithstanding any provision of this
                  Agreement, in the event of any termination of the Merger
                  Agreement, the obligations of the Shareholders hereunder
                  (including without limitation the irrevocable proxy
                  contained herein) shall terminate in all respects without
                  further action by any party.  Upon any such termination,
                  this Agreement shall forthwith become

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                  void and have no effect, without any liability or
                  obligation on the part of any Shareholder.

                          [Signature Page Follows]

<PAGE>  5


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

                                     FRANKLIN ELECTRIC CO., INC.

                                     By:    /s/ Jess B. Ford
                                            -----------------------------
                                     Name:  Jess B. Ford
                                     Title: Senior Vice President

                                     SHAREHOLDERS:

                                     Ampersand 1995 Limited Partnership
                                     By:  AMP-95 Management Company Limited
                                          Partnership, its General Partner

                                     By:  AMP-95 MCLP LLP, its General
                                          Partner

                                     By:    /s/ Charles D. Yie
                                            -----------------------------
                                     Name:  Charles D. Yie
                                     Title: General Partner

                                     Ampersand 1995 Companion Fund Limited
                                     Partnership
                                     By:  AMP-95 Management Company Limited
                                          Partnership, its General Partner
                                     By:  AMP-95 MCLP LLP, its General
                                          Partner

                                     By:    /s/ Charles D. Yie
                                            -----------------------------
                                     Name:  Charles D. Yie
                                     Title: General Partner


                                            /s/  Charles D. Yie
                                            -----------------------------
                                            Charles D. Yie

                                            /s/  Alan Lukas
                                            -----------------------------
                                            Alan Lukas

                                            /s/  Roger E. Brooks
                                            -----------------------------
                                            Roger E. Brooks

                                            /s/  Paul E. Lukas
                                            -----------------------------
                                            Paul E. Lukas

                                            /s/  Karen S. Lukas
                                            -----------------------------
                                            Karen S. Lukas

                                            /s/  Alan Lukas
                                            -----------------------------
                                            Alan Lukas, as custodian for
                                            Andrew B. Lukas

                                            /s/  James H. Young II
                                            -----------------------------
                                            James H. Young II, Trustee, the
                                            Andrew B. Lukas Trust dated
                                            December 4, 1994

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                                 Schedule I

                                              Beneficial Ownership
Name, Address and Telecopy               -------------------------------
   Number of Shareholder                     Shares          Options****
--------------------------                   ------          -----------

Ampersand 1995 Limited Partnership*         1,612,247               0
Ampersand 1995 Companion Fund Limited
 Partnership*                                  26,215               0
Charles D. Yie*                                     0          21,000
Alan Lukas**                                  986,638               0
Roger E. Brooks***                            518,923          40,000
Paul E. Lukas**                               375,256           5,000

___________________
*     The address and telecopy number are 55 William Street, Suite 240,
      Wellesley, Massachusetts 02481, telecopy number: 781-239-0824.  Share
      ownership shown is record ownership.  Due to affiliations between
      Ampersand 1995 Limited Partnership and Ampersand 1995 Companion Fund
      Limited Partnership, each partnership is deemed a Beneficial Owner of
      the other's Shares.  Due to affiliations between Mr. Yie and the two
      partnerships, he may be deemed a Beneficial Owner of the
      partnerships' Shares, although he has disclaimed Beneficial Ownership
      of those Shares in filings made by him with the Securities and
      Exchange Commission.

**    The address and telecopy number are 74 Industrial Park Road, Saco,
      Maine  04072, telecopy number: 207-286-1439.  His Beneficial
      Ownership includes 880,551 Shares owned directly, 66,949 Shares owned
      by his wife Karen S. Lukas, 30,106 shares held in trust for his child
      (trustee is James H. Young II), and 3,000 shares held of record by
      him as custodian for his child.

***   The address and telecopy number are 74 Industrial Park Road, Saco,
      Maine  04072, telecopy number: 207-286-1439.

****  It is not anticipated that these options will be exercised prior to
      the record date for the special meeting of shareholders.  If and to
      the extent they are, the underlying stock will become "Shares" within
      the meaning of this Agreement.

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