EXHIBIT 10.19


                FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

         THIS AMENDMENT to the Executive Employment Agreement dated February 12,
1999 (the "Agreement") between CNS, Inc. (the "Company") and Daniel Cohen (the
"Employee") is made and entered into as of the 29th day of June 2001.

1.   PURPOSE: The purpose of this Amendment is to set forth the agreement
     between the Company and the Employee with respect to their mutual rights
     and responsibilities from and after June 30, 2001, in connection with the
     Employee's transition to the position and duties of Chairman of the Board
     of CNS, Inc. The Amendment is intended to modify the Agreement to the
     extent set forth herein.

2.   EMPLOYMENT: Employee's sole duties and responsibilities will be that of
     Chairman of the Board of Directors of CNS, Inc., a part-time, regular
     executive position with the Company. As such, Employee will no longer be
     Chief Executive Officer nor responsible for directing the management and
     operations of the Company. Rather, Employee will continue to perform the
     duties of Board Chairman and Director, which shall include regular
     interaction with the new Chief Executive Officer, chairing Board meetings,
     as appropriate. Employee also agrees to make himself available to the CEO
     to assist with, as requested, intellectual property and legal issues
     related to patents, product development, screening of inventor submissions,
     medical marketing, and such other duties as are consistent such part-time
     status.

3.   TERM OF EMPLOYMENT: The Company agrees to retain Employee as an employee of
     the Company under the terms of the Agreement, as modified by this
     Amendment, until June 30, 2003, at which time, unless the Agreement is
     extended by mutual agreement of the parties, the Agreement shall terminate
     except with respect to the provisions of Sections 9, 10, 11, 12, 13 and 14
     of the Agreement, which shall survive. Effective June 30, 2003, Employee
     will cease to be an employee of the Company, and Employee's base salary,
     bonus, perquisites and all pension, welfare and fringe benefits, provided
     to him as an employee shall thereupon cease. Employee shall not be entitled
     to any salary continuation, severance or similar payment from the Company
     under the Agreement or any policy or practice of the Company because of
     such termination on June 30, 2003.

4.   BASE SALARY AND BONUS: As full compensation during the term of employment
     for services as Chairman, the Company will pay Employee, effective July 1,
     2001, a base salary at a rate of One Hundred Forty Thousand Four Hundred
     Dollars ($140,400) per annum, payable in semi-monthly installments, subject
     to tax withholding to the extent required by law. The Company will pay to
     Employee, as soon as administratively feasible, all paid time off (PTO)
     accrued by the Employee through June 30, 2001. Employee will cease to
     accrue PTO after June 30, 2001, but shall be entitled to take time off as
     required without any change in base salary. The Employee shall continue to
     be eligible to earn a bonus under the Company's annual bonus plan based
     only on his base salary.

5.   SEVERANCE: In addition to the base salary, the Company will pay Employee,
     effective July 1, 2001, severance in the aggregate amount of One Hundred
     Forty Thousand Four Hundred Dollars ($140,400), payable in semi-monthly
     installments of Two Thousand Nine Hundred

<PAGE>


     Twenty Five Dollars ($2,925) over a period of two years, subject to the
     withholding to the extent required by law. In the event the Employee
     voluntarily terminates his employment prior to a Change in Control (as
     defined in Section 8(a) of the Agreement), the Company will continue to pay
     the Employee such installments for the remainder of the two year period,
     but all other payments and benefits shall thereafter cease, except to the
     extent benefits continue as required by law. In the event the Employee
     voluntarily terminates his employment (other than for Good Reason as
     defined in Section 8(b)(i) of the Agreement) after a Change in Control, the
     Company shall continue to pay Employee such installments for the remainder
     of the two year period, but all other payments and benefits shall
     thereafter cease, except to the extent benefits continue as required by
     law.

6.   STOCK OPTIONS: The Company will modify, in the form attached hereto as
     Exhibit A and B, the incentive and nonqualified stock options granted to
     Employee in 1995 and the incentive stock option granted in 2001 to permit
     such options to be exercisable for the original term of the option (i.e.,
     ten years from the Option Date, as defined in the option agreements), but
     only to the extent then exercisable as of the date of the Employee's
     termination. All other terms of each option agreement, including the
     installment exercise of options as set forth in Section 2 of the option
     agreements, shall remain in effect.

7.   BUSINESS EXPENSES: The Company shall pay or reimburse Employee for the
     reasonable and necessary costs associated with a home office maintained by
     the Employee, provided that the Employee provides reasonable proof of such
     expenses in accordance with general Company policies.

8.   PAYMENTS UPON TERMINATION WITHOUT GOOD CAUSE PRIOR TO A CHANGE IN CONTROL:
     In the event that, prior to a Change in Control, the Company terminates the
     Employee's employment other than for Good Cause (as defined in Section 7(b)
     of the Agreement) prior to June 30, 2003, in consideration for the Employee
     executing a standard release agreement covering all claims against the
     Company as defined in the Agreement, the Company will: (a) pay to the
     Employee Eleven Thousand Seven Hundred Dollars ($11,700) per month, payable
     in semi-monthly installments and subject to tax withholding as required by
     law, until June 30, 2003; and (b) pay the COBRA premium on the Company's
     health plan on behalf of the Employee until the earliest of (i) June 30,
     2003; (ii) the end of the twelfth month after such termination; or (iii)
     the date Employee otherwise ceases to be eligible for COBRA continuation
     coverage. Such payments shall be in lieu of any salary continuation,
     severance or other similar payment due upon termination of employment by
     the Company prior to a Change in Control under any policy, practice or
     arrangement of the Company. Employee shall be entitled to any benefits
     thereafter under any of the Company's benefit plans to which terminated
     employees are entitled in accordance with law.

<PAGE>


9.   PAYMENTS UPON TERMINATION AFTER A CHANGE IN CONTROL: In the event that,
     after a Change in Control, the Company terminates the Employee's employment
     other than for Good Cause, or in the event the Employee voluntarily
     terminates employment for Good Reason, the Employee will be entitled to all
     of the rights or benefits set forth in Section 8 of the Agreement, which
     shall be in lieu of, and not in addition to, any amounts to which the
     Employee would be entitled under paragraph 8 of this Amendment and under
     any other policy, practice or arrangement of the Company covering salary
     continuation, severance or other similar benefit.

10.  DIRECTOR'S DUTIES: Effective July 1, 2003, Employee agrees to continue to
     serve as Chairman of the Board and as a Director at the pleasure of the
     Board and thereafter shall be entitled to any and all fees, option grants
     and other benefits provided to Directors of the Company, or as otherwise
     required by law.

11.  EFFECT ON AGREEMENT: Except as specifically modified herein, all of the
     terms and conditions set forth in the Agreement shall continue in full
     force and effect.

         IN WITNESS WHEREOF, this Amendment is executed on behalf of the Company
by an Executive Officer who has the authority and approval of the Board and by
the Employee as of the day and date set forth above.

                                        CNS, INC.

                                        By: /s/ Marti Morfitt
                                           -------------------------------------

                                        Its: President, CEO
                                            ------------------------------------

                                            /s/ Daniel Cohen
                                            ------------------------------------
                                            Daniel Cohen

<PAGE>


                                    Exhibit A

                      AMENDMENT TO STOCK OPTION AGREEMENTS


         THIS AGREEMENT, made as of this 29th day of June, 2001, amends the
following Stock Option Agreements between CNS, INC., a Minnesota corporation
(hereinafter called the "Company"), and DANIEL COHEN, an employee of the Company
or one or more of its subsidiaries (hereinafter called the "Employee"):

         -----------------------------------------------------------------------
            GRANT DATE OF      OPTION      ORIGINAL NUMBER OF SHARES SUBJECT TO
               OPTIONS          TYPE                      OPTION
         -----------------------------------------------------------------------
                 1995           ISO                        72,270
                 1995           NQSO                      127,280
         =======================================================================

         WHEREAS, the Company and Employee have entered into an Amendment to the
Employee's Executive Employment Agreement of even date herewith, which, among
other terms, requires that the exercise period of the above options be extended
as set forth herein; and

         WHEREAS, Section 3(c) of the 1994 Stock Option Plan provides that the
Compensation Committee of the Board may modify an option grant if it determines
that such modification is in the best interest of the Company.

         THEREFORE, in consideration for the mutual covenants in that Agreement,
the parties hereto agree that the above described Stock Option Agreements be and
hereby are amended as follows:

1.   Paragraph 3 of each Option Agreement be amended in its entirety to read as
     follows:

                  3. Term of Option. This Option is exercisable by the Employee,
         as provided in paragraph 2 above during the period beginning on the
         date hereof and ending February 9, 2005; provided, however, that: (a)
         in the event Employee is terminated because of deliberate, willful or
         gross misconduct as determined by the Company, all rights under the
         Option shall terminate and expire upon such termination; and (b) in the
         event the Employee dies, the Employee's Option may be exercised at any
         time within 12 months following his or her death by his or her personal
         representative or by the person or persons to who the Employee's right
         under the Option shall pass by will or by the laws of descent and
         distribution. None of the provisions of this Agreement shall be
         considered to permit, under any circumstances, the exercise of this
         Option, by any person after February 9, 2005. Nothing in this Option
         Agreement shall confer upon the Optionee any right to continue in the
         employ of the Company or any of its subsidiaries or interfere in any
         way with the right of the Company or any such subsidiary to terminate
         the employment of the Optionee at any time.

2.   Except as set forth above, the terms and conditions of each Stock Option
     Agreement be and hereby shall remain in full force and effect including,
     but not limited to, the exercise price per Share upon exercise. Nothing
     herein is intended to, nor shall it be construed so as to cause the
     incentive stock option granted to fail to so qualify under Section 421 of
     the Code if and to the extent such option is exercised within 90 days of
     the Optionee's termination of employment or within twelve months of the
     date of death while employed.

<PAGE>


         IN WITNESS WHEREOF, the Company and the Optionee have executed this
Amendment to the above-described Option Agreements as of the day and year first
above written.

                                        CNS, INC.

                                        By:
                                           -------------------------------------

                                        Its:
                                            ------------------------------------



                                            ------------------------------------
                                            Daniel Cohen, Optionee

<PAGE>


                                    Exhibit B

                       AMENDMENT TO STOCK OPTION AGREEMENT


         THIS AGREEMENT, made as of this 29th day of June, 2001, amends the
following Stock Option Agreements between CNS, INC., a Minnesota corporation
(hereinafter called the "Company"), and DANIEL COHEN, an employee of the Company
or one or more of its subsidiaries (hereinafter called the "Employee"):

         -----------------------------------------------------------------------
            GRANT DATE OF      OPTION      ORIGINAL NUMBER OF SHARES SUBJECT TO
               OPTIONS          TYPE                      OPTION
         -----------------------------------------------------------------------
                 2001            ISO                       50,000
         =======================================================================

         WHEREAS, the Company and Employee have entered into an Amendment to the
Employee's Executive Employment Agreement of even date herewith, which, among
other terms, requires that the exercise period of the above option be extended
as set forth herein; and

         WHEREAS, Section 3(c) of the 2000 Stock Option Plan provides that the
Compensation Committee of the Board may modify an option grant if it determines
that such modification is in the best interest of the Company.

         THEREFORE, in consideration for the mutual covenants in that Agreement,
the parties hereto agree that the above described Stock Option Agreement be and
hereby is amended as follows:

1.   Paragraph 3 of the Option Agreement be amended in its entirety to read as
     follows:

                  3. Term of Option. This Option is exercisable by the Employee,
         as provided in paragraph 2 above during the period beginning on the
         date hereof and ending March 15, 2011; provided, however, that: (a) in
         the event Employee is terminated because of deliberate, willful or
         gross misconduct as determined by the Company, all rights under the
         Option shall terminate and expire upon such termination; and (b) in the
         event the Employee dies, the Employee's Option may be exercised at any
         time within 12 months following his or her death by his or her personal
         representative or by the person or persons to who the Employee's right
         under the Option shall pass by will or by the laws of descent and
         distribution. None of the provisions of this Agreement shall be
         considered to permit, under any circumstances, the exercise of this
         Option, by any person after March 15, 2011. Nothing in this Option
         Agreement shall confer upon the Optionee any right to continue in the
         employ of the Company or any of its subsidiaries or interfere in any
         way with the right of the Company or any such subsidiary to terminate
         the employment of the Optionee at any time.

2.   Except as set forth above, the terms and conditions of each Stock Option
     Agreement be and hereby shall remain in full force and effect including,
     but not limited to, the exercise price per Share upon exercise. Nothing
     herein is intended to, nor shall it be construed so as to cause the
     incentive stock option to fail to so qualify under Section 421 of the Code
     if and to the extent such option is exercised within 90 days of the
     Optionee's termination of employment or within twelve months of the date of
     death while employed.

<PAGE>


         IN WITNESS WHEREOF, the Company and the Optionee have executed this
Amendment to the above-described Option Agreements as of the day and year first
above written.

                                        CNS, INC.

                                        By:
                                           -------------------------------------

                                        Its:
                                            ------------------------------------



                                            ------------------------------------
                                            Daniel Cohen, Optionee