Exhibit 10.4

                         INTELLIGENT CONTROLS, INC.

                       1998 EMPLOYEE STOCK OPTION PLAN

1.  PURPOSE.  The purpose of the 1998 Employee Stock Option Plan is to 
provide Employees of Intelligent Controls, Inc. with additional incentives 
to contribute to the success of the Company and to attract, reward and 
retain Employees of outstanding ability.

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) "Award" shall mean any Option or Stock Appreciation Right granted 
pursuant to the Plan.

      (b) "Award Agreement" shall mean an Option Agreement or SAR Agreement, 
which specifies the terms, conditions and restrictions of an Award, 
incorporates the applicable provisions of the Plan, and includes such 
additional provisions not inconsistent therewith as the Committee shall 
determine.

      (c) "Board" shall mean the Board of Directors of the Company.

      (d) "Code" shall mean the Internal Revenue Code of 1986, as from time 
to time amended.

      (e) "Committee" shall mean the committee described in Section 3, which 
shall have the authority to control and manage the administration of the 
Plan.

      (f) "Common Stock" shall mean common stock, no par value, of the 
Company.

      (g) "Company" shall mean Intelligent Controls, Inc. and any Subsidiary 
thereof.

      (h) "Disability" shall mean an Employee's inability 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 (12) months.  An Employee shall not be considered disabled 
unless he or she furnishes proof of the existence of such Disability in such 
form and manner, and at such times, as the Committee may require.

      (i) "Employee" shall mean any person who is employed by the Company or 
any Parent or Subsidiary.

      (j) "Fair Market Value" shall mean, with respect to Shares, the 
closing price of the Shares (or the average of the last-quoted bid and ask 
price, as the case may be) on the principal stock exchange or over-the-
counter market on which the Shares are traded; provided, however, that the 
Committee in its discretion may instead use the average closing price (or 
bid-ask price) over the past five (5) trading days as the Fair Market Value 
on the last of such days; and provided further, however, that the Fair 
Market Value of the Shares to be issued under any Incentive Stock Option 
shall in any event be determined by the Committee in a manner that complies 
with the applicable requirements of subsections 422(b)(4) and (c)(7) of the 
Code and the regulations issued thereunder.

      (k) "Incentive Stock Option" shall mean an option granted to an 
individual for any reason connected with his or her employment by a 
corporation, if granted by the employer corporation or its Parent or 
Subsidiary corporation, to purchase stock of any of such corporations, but 
only if such option meets the requirements of Section 422 of the Code.

      (l) "Nonqualified Stock Option" shall mean an Option granted under the 
Plan that is not an Incentive Stock Option.

      (m) "Option" shall mean a right granted under the Plan to purchase 
Shares.

      (n) "Optionee" shall mean an Employee who is granted an Option.

      (o) "Parent" shall mean, for purposes of the Incentive Stock Option 
provisions of the Plan, a parent company within the meaning of subsections 
424(e) and (g) of the Code.

      (p) "Plan" shall mean the 1998 Employee Stock Option Plan.

      (q) "Share" shall mean a share of Common Stock of the Company, as 
adjusted in accordance with subsection 4(b).

      (r) "Stock Appreciation Right" shall mean a right granted under 
Section 8 to receive a payment, the amount of which shall be determined by 
reference to the value of a Share.

      (s) "Subsidiary" shall mean, for purposes of the Incentive Stock 
Option provisions of the Plan, a subsidiary company within the meaning of 
subsections 424(f) and (g) of the Code, and for all other purposes of the 
Plan, a company of which Intelligent Controls, Inc. owns directly or 
indirectly at least fifty percent (50%) of the total combined voting power 
of all classes of stock entitled to vote.  

3.  ADMINISTRATION.

      (a) COMMITTEE MEMBERS.  The Plan shall be administered by the members 
of the Compensation Committee of the Board.  Although not a requirement of 
the Plan, it is contemplated that the Committee will consist solely or 
primarily of persons who are not employees of the Company or any Parent or 
Subsidiary and who otherwise qualify as "non-employee directors" within the 
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, 
and as "outside directors" within the meaning of Code Section 162(m), as 
amended, and the regulations thereunder.  A majority of the members of the 
Committee shall constitute a quorum, and the action of a majority of the 
members present at any meeting at which a quorum is present shall be deemed 
the action of the Committee.  Any member may participate in a meeting of the 
Committee by means of a conference telephone or similar communications 
equipment by means of which all persons participating in the meeting can 
hear each other.  Further, any action of the Committee may be taken without 
a meeting if all of the members of the Committee sign written consents, 
setting forth the action taken or to be taken, at any time before or after 
the intended effective date of such action.

      (b) POWERS.  The Committee shall have the complete authority and 
discretion to administer the Plan, including the following powers which 
shall be exercised in accordance with the terms of the Plan:

            (1) to determine the Employees to whom Awards shall be granted;

            (2) to determine the time or times at which Awards shall be 
      granted;

            (3) to determine the type or types of Awards to be granted;

            (4) to determine the terms, conditions and restrictions of each 
      Award;

            (5) to make adjustments in accordance with subsection 4(b);

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

            (7) to interpret the Plan and make all other determinations 
      deemed necessary or advisable for the administration of the Plan; and

            (8) to delegate to any officer of the Company the authority to 
      act for the Committee in such matters as the Committee may specify.

      Each determination, interpretation or other action taken pursuant to 
the Plan by the Committee (or an officer of the Company acting under a 
delegation of authority by the Committee) shall be final and conclusive for 
all purposes and binding upon all persons, including the Company, the Board, 
the Committee, the Employees and their respective successors in interest.

      (c) SIGNATURES.  The Committee 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.

      (a) LIMITATIONS.  Subject to the provisions of subsection (b), a 
maximum of 300,000 Shares will be available for grant under the Plan. 

      In the event that any Shares subject to an Award are forfeited, such 
Shares shall, unless the Plan has been terminated, become available again 
for grant and shall not be counted again for purposes of the foregoing share 
limitation.  In the event that any Option granted under the Plan expires or 
terminates without the issuance of Shares or payment of other consideration 
in lieu of such Shares, the unissued Shares subject to such Option shall, 
unless the Plan has been terminated, become available for other Awards, 
including other Options.

      In the event that an Employee transfers stock issued by the Company in 
full or partial payment of the option price of an Option granted under the 
Plan, only the difference between (i) the number of Shares issued upon 
exercise of the Option and (ii) the number of Shares transferred in payment 
of the option price shall be counted for purposes of the foregoing 
limitation on the maximum number of Shares available for grant under the 
Plan.  Notwithstanding the foregoing, in no event shall more than 300,000 
Shares be issued pursuant to the exercise of Incentive Stock Options under 
this Plan;  Shares delivered in payment for Incentive Stock Options shall 
not be credited against this special limitation on the number of Shares 
issued pursuant to Incentive Stock Options.

      (b) ADJUSTMENTS.  If the number of Shares outstanding changes as a 
result of a stock split or stock dividend, the Committee shall 
proportionately adjust:  (i) the maximum number of Shares available for 
grant and the maximum aggregate number of Shares which may be issued under 
Incentive Stock Options; (ii) the number of Shares to be issued under 
Awards; (iii) the option price with respect to Shares subject to Options; 
and (iv) the grant price with respect to Stock Appreciation Rights.  

      In the event of a merger or consolidation in which the Company is the 
surviving company, or the acquisition by the Company of property or stock of 
another company, or any reorganization, the Committee shall appropriately 
adjust:  (i) the number and class of Shares to be issued under Awards; (ii) 
the option price of Shares subject to Options; and (iii) the grant price 
with respect to Stock Appreciation Rights.  Any adjustments under this 
subsection (b) affecting Incentive Stock Options shall be made so as to 
comply with the applicable provisions of Sections 422 and 424 of the Code.

5.  ELIGIBILITY.

      The Committee may, from time to time, designate Employees to whom 
Options or Stock Appreciation Rights may be granted in accordance with the 
terms of the Plan.

6.  GRANTING OF AWARDS.

      The Committee may grant more than one Award and more than one type of 
Award to any Employee; provided that no Incentive Stock Option shall be 
granted to any Employee who, at the time the Option is granted, owns stock 
possessing more than ten percent (10%) of the total combined voting power of 
all classes of stock of the Company or any Parent or Subsidiary.  For 
purposes of applying the percentage limitation of the preceding sentence, 
the ownership principles of subsection 424(d) of the Code shall apply.  The 
terms and conditions of Awards need not be the same with respect to each 
Employee.  An Employee who has been granted an Award may, if he or she is 
otherwise eligible, be granted additional Awards before the exercising of 
such prior Award.

      The Committee may condition the grant of an Award and the exercise of 
an Option or Stock Appreciation Right on the attainment of performance 
goals.  Performance goals may be expressed in terms of earnings per Share, 
stock price, total shareholder return, return on equity, or any similar 
quantifiable measures.

7.  OPTIONS.

      (a) OPTION AGREEMENT.  Each Option granted by the Committee shall be 
evidenced by an agreement (the "Option Agreement"), specifying the Option 
price, the number of Shares subject to the Option and such other terms, 
conditions and restrictions as the Committee shall determine.  Each Option 
shall be clearly identified as either an Incentive Stock Option or a 
Nonqualified Stock Option.

      (b) TERM OF OPTION.  The term of each Option shall be set forth in the 
Option Agreement, but in no event shall an Option be exercisable after the 
expiration of ten (10) years from the date such Option is granted.  

      (c) OPTION PRICE.  The option price for Shares to be issued under any 
Option shall not be less than one hundred percent (100%) of the Fair Market 
Value of such Shares on the date the Option is granted.

      (d) NONTRANSFERABILITY 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 and distribution, and may be exercised 
during the lifetime of the Optionee only by such Optionee.  Notwithstanding 
the preceding sentence to the contrary, the Committee may permit the 
transfer of Nonqualified Stock Options to family members or family trusts 
(and exercise by the transferee) to the extent Rule 16b-3 under the 
Securities Exchange Act of 1934 permits such transfers.

      (e) MANNER OF EXERCISE.  An Option granted under the Plan shall be 
exercisable at such times and under such circumstances as shall be 
permissible under the terms of the Plan and of the Option Agreement.  An 
Option shall be deemed to be exercised when the Optionee gives written 
notice of such exercise to the Company in accordance with the terms of the 
Option Agreement and the Company receives full payment for the Shares with 
respect to which the Option is exercised.  Payment shall be made by check 
payable to the Company, delivery of stock issued by the Company or a 
combination thereof, subject to the terms of the Option Agreement, or in 
such other manner as the Committee shall approve.

      Stock transferred to the Company in full or partial payment for Shares 
shall be valued at Fair Market Value on the date that such transfer is 
recorded upon the books of the Company, following actual or constructive 
delivery of such stock to the Company in a form suitable for transfer.

      (f) TERMINATION OF EMPLOYMENT.  In the event an Optionee ceases to be 
employed by the Company or any Parent or Subsidiary, and is no longer 
employed by any of them, for any reason other than death or Disability, such 
Optionee may, subject to the terms of the Option Agreement, exercise an 
Option at any time prior to the expiration date of such Option (or, in the 
case of an Incentive Stock Option, within three (3) months after the date 
the Optionee's employment ceases, whichever is earlier), but only to the 
extent the Optionee had the right to exercise such Option at the date his or 
her employment ceased.  An Optionee's employment with a Parent or Subsidiary 
of the Company shall be deemed terminated on the date such Optionee's 
employer ceases to be a Parent or Subsidiary.

      (g) DISABLED OPTIONEE.  In the event an Optionee who is disabled 
ceases to be employed by the Company or any Parent or Subsidiary by reason 
of such Disability, and is no longer employed by any of them, such Optionee 
may, subject to the terms of the Option Agreement, exercise an Option at any 
time prior to the expiration date of such Option (or, in the case of an 
Incentive Stock Option, within one (1) year after the date such Optionee's 
employment ceases, whichever is earlier), but only to the extent the 
Optionee had the right to exercise such Option at the date his or her 
employment ceased.

      (h) DEATH OF OPTIONEE.  In the event an Optionee dies while in the 
employ of the Company or any Parent or Subsidiary, then to the extent that 
the Optionee would have been entitled to exercise an Option immediately 
prior to his or her death, such Option may be exercised by the estate of 
such Optionee or by such person or persons to whom such Optionee's rights 
pass by will or by the laws of descent and distribution at any time prior to 
the expiration date of such Option or within one (1) year after the death of 
the Optionee, whichever is earlier. 

8.  STOCK APPRECIATION RIGHTS.

      (a) SAR AGREEMENT.  Any Stock Appreciation Rights granted by the 
Committee shall be evidenced by an agreement (the "SAR Agreement"), 
specifying the grant price, the number of such rights, and such other terms, 
conditions and restrictions as the Committee shall determine; provided, 
however, that the terms of a Stock Appreciation Right that relates to an 
Option may instead be set forth in the Option Agreement or any amendment 
thereto.

      (b) TERM.  The term of each Stock Appreciation Right shall be set 
forth in the SAR Agreement, but in no event shall a Stock Appreciation Right 
be exercisable after the expiration of ten (10) years from the date such 
right is granted.

      (c) AMOUNT OF PAYMENT.  An Employee to whom a Stock Appreciation Right 
has been granted shall be entitled to receive payment of an amount equal to 
the excess of (i) the Fair Market Value of one (1) Share on the date of 
exercise of such right over (ii) the grant price of the right; provided that 
the Fair Market Value of one (1) share with respect to a Stock Appreciation 
Right that is not related to an Incentive Stock Option may be determined at 
any time during a period before the date of exercise if so specified in the 
SAR Agreement.

      (d) GRANT PRICE.  The grant price of a Stock Appreciation Right shall 
not be less than one hundred percent (100%) of the Fair Market Value of one 
(1) Share on the date that the Stock Appreciation Right is granted.

      (e) NONTRANSFERABILITY OF RIGHTS.  Stock Appreciation Rights may not 
be sold, pledged, assigned, hypothecated, transferred or disposed of in any 
manner, other than by will or by the laws of descent and distribution, and 
may be exercised during the lifetime of the Employee only by such Employee.

      (f) MANNER OF EXERCISE.  A Stock Appreciation Right granted under the 
Plan shall be exercisable at such times and under such circumstances as 
shall be permissible under the terms of the Plan and of the SAR Agreement.  
A Stock Appreciation Right shall be deemed exercised when an Employee gives 
written notice of such exercise to the Company in accordance with the terms 
of the SAR Agreement.

      (g) FORM OF PAYMENT.  Payment with respect to the exercise of a Stock 
Appreciation Right may be made in cash, Shares or a combination thereof, 
subject to the terms of the SAR Agreement, or in such other manner as the 
Committee shall approve.  To the extent that such payment is made in Shares, 
the Shares shall be valued at Fair Market Value on the date of payment.

      (h) RELATED OPTIONS.  A Stock Appreciation Right may, but need not, 
relate to an Option granted under Section 7.  A Stock Appreciation Right 
related to a Nonqualified Stock Option may be granted simultaneously with 
the granting of such Option or at any time thereafter before the exercise or 
termination of such Option.  A Stock Appreciation Right related to an 
Incentive Stock Option shall be granted at the same time such Option is 
granted.

      A Stock Appreciation Right related to the full number of Shares 
subject to an Option shall terminate upon exercise or termination of the 
Option to the extent such Option is exercised or terminated.  A Stock 
Appreciation Right related to less than the full number of Shares subject to 
an Option shall not be affected by the exercise or termination of the Option 
until such exercise or termination exceeds the number of Shares not related 
to the Stock Appreciation Right; thereafter such right shall terminate to 
the extent such Option is further exercised or terminated.

      To the extent that a Stock Appreciation Right related to an Option has 
been exercised, such Option shall no longer be exercisable.

9.  DEFERRED SHARES. An Employee may elect, in such manner and subject to 
such terms and conditions as the Committee may prescribe, to defer the 
receipt of Profit Shares purchased by transferring previously acquired 
Shares upon the exercise of a Nonqualified Stock Option.  For purposes of 
the Plan, "Profit Shares" shall mean Shares representing the difference 
between the number of previously acquired Shares transferred and the number 
of Shares purchased.

10.  CANCELLATION OF AWARDS.  Notwithstanding any provision of the Plan to 
the contrary, the Committee may cancel any award, whether vested or not, if 
at any time an Employee is not in compliance with the applicable terms of 
the Award Agreement or in the event of a serious breach of conduct, 
including but not limited to failure to comply with the terms of an 
agreement not to compete with the Company or a failure to maintain the 
confidentiality of Company trade secrets or proprietary or confidential 
information.

11.  AMENDMENT AND TERMINATION.

      (a) AMENDMENT.  The Committee, without further approval of the 
shareholders of the Company, may amend the Plan from time to time in such 
respects as the Committee deems advisable, provided that no amendment shall 
become effective prior to ratification by the Board if such amendment: 

            (i)  increases the maximum aggregate number of shares which may 
      be issued under the Plan or that may be issued hereunder pursuant to 
      Incentive Stock Options; or 

            (ii) expands the classes of persons eligible to receive Awards 
      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 amendment or termination 
of the Plan shall not adversely affect Awards already granted without the 
written consent of the affected individual, and such Awards shall remain in 
full force and effect as if the Plan had not been amended or terminated.  

13.  EFFECTIVE DATE OF PLAN.  The Plan shall be effective upon its approval 
by the shareholders of the Company.

14.  TERM OF PLAN.  No Award shall be granted pursuant to the Plan after ten 
(10) years from the date the Plan is approved by shareholders.  Awards 
granted prior to the end of such period may extend beyond such period, 
except as otherwise provided herein or in the Award Agreement.

15.  ARBITRATION.  Arbitration as hereinafter provided shall be the 
exclusive remedy for resolving any claim or dispute arising under the Plan.

      (a) Any arbitration under the Plan, and any related judicial 
proceeding, shall be initiated and shall proceed pursuant to the provisions 
of the Maine Uniform Arbitration Act (the "Act") and, to the extent 
consistent with the Act, the then prevailing rules of the American 
Arbitration Association (the "Association") for labor and employment 
contracts.  To initiate arbitration, demand shall be given in writing to the 
Association and the other party no later than one year after the claim 
arises.  Any claim for which such demand is not made in writing within one 
year after the claim arises shall be barred and discharged absolutely.

      (b) Any arbitration under the Plan shall occur in Portland, Maine (or 
such other location as the parties consent to in writing) before a single 
arbitrator.  An award in such arbitration may include only damages that the 
arbitrator determines to be due under the express provisions of the Plan and 
applicable Award Agreement.  The arbitrator shall have no authority to award 
any other damages, including without limitation, consequential and exemplary 
damages.  Each award shall set forth briefly in writing the rationale of the 
decision and those facts considered by the arbitrator to be material to such 
decision.  Any award in arbitration shall be subject to enforcement and 
appeal pursuant to the Act.

      (c) The Company and the Employee shall share equally all costs and 
fees charged by the Association or the arbitrator.

16.  MISCELLANEOUS.

      (a) AWARD AGREEMENT.  Upon executing an Award Agreement, an Employee 
shall be bound by such Agreement and by the applicable provisions of the 
Plan.

      (b) EMPLOYMENT.  The granting of an Award to an Employee shall not 
give the Employee any right to be retained in the employ of the Company or 
any Parent or Subsidiary, nor shall the existence of the Plan impair the 
right of the Company or any Parent or Subsidiary to discharge or otherwise 
deal with an Employee.

      (c) TAX WITHHOLDING.  The Company shall be authorized to withhold from 
any Award granted, or payment due, under the Plan the amount of any taxes 
required by law to be withheld because of such Award or payment and to take 
such other action as may be necessary in the opinion of the Company to 
satisfy all obligations for the payment of such taxes.

      (d) GOVERNING LAW.  The Plan is established under and shall be 
construed according to the laws of the State of Maine.

      (e) HEADINGS.  Paragraph headings are included solely for convenience 
and shall in no event affect, or be used in connection with, the 
interpretation of the Plan.

      (f) 1984 PLAN.  The Employee Stock Option Plan of the Company, as 
adopted in 1984 and amended and restated in 1994, shall terminate as of the 
effective date of the 1998 Employee Stock Option Plan.  Termination of the 
Employee Stock Option Plan shall not adversely affect awards previously 
granted under such plan or the authority of the Board or Committee to make 
determinations with regard to such prior awards.