Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

OMRON MANAGEMENT CENTER OF AMERICA, INC.

SCIENTIFIC TECHNOLOGY INCORPORATED

AND

SCIENTIFIC TECHNOLOGIES INCORPORATED

Dated as of April 24, 2006

TABLE OF CONTENTS

 **Page**Article I THE MERGER2      1.1   The Merger2      1.2   Effective Time; Closing2      1.3   Effect of the Merger2      1.4   Articles of Incorporation and Bylaws2      1.5   Directors and Officers3      1.6   Effect on Capital Stock3      1.7   Dissenting Shares.7      1.8   Surrender of Certificates7      1.9   No Further Ownership Rights in Company Common Stock or Options9      1.10  Lost, Stolen or Destroyed Certificates or Options9      1.11  Further Action9Article II REPRESENTATIONS AND WARRANTIES OF THE COMPANY10      2.1   Organization; Standing and Power; Charter Documents; Subsidiaries10      2.2   Capital Structure11      2.3   Authority; No Conflict; Necessary Consents12      2.4   SEC Filings; Financial Statements; Internal Controls14      2.5   Absence of Certain Changes or Events15      2.6   Taxes.16      2.7   Title to Properties; Customer Information.17      2.8   Intellectual Property18      2.9   Governmental Authorizations23      2.10   Litigation23      2.11   Compliance with Laws23      2.12   Environmental Matters24      2.13   Brokers' and Finders' Fees; Fees and Expenses25      2.14   Transactions with Affiliates25      2.15   Employee Benefit Plans and Compensation26      2.16   Contracts31      2.17   Insurance33      2.18   Export Control Laws33      2.19   Foreign Corrupt Practices Act33      2.20   Information Supplied34      2.21   Board Approval34      2.22   Fairness Opinion34      2.23   Books and Records34      2.24   Relationship with Key Customers and Suppliers34      2.25   Absence of Debt35      2.26   No Material Misstatements35Article III REPRESENTATIONS AND WARRANTIES OF PARENT35      3.1   Organization35      3.2   Authority; Necessary Consents35      3.3   Capital Resources36      3.4   Proceedings Challenging Transactions36      3.5   Information Supplied36Article IV CONDUCT BY THE COMPANY PRIOR TO THE EFFECTIVE TIME37      4.1   Conduct of Business by the Company.37      4.2   Procedures for Requesting Parent Consent40Article V ADDITIONAL AGREEMENTS40      5.1   Proxy Statement40      5.2   Meeting of Company Shareholders; Board Recommendation41      5.3   Acquisition Proposals42      5.4   Confidentiality; Access to Information; No Modification of Representations, Warranties or Covenants45      5.5   Public Disclosure46      5.6   Regulatory Filings; Reasonable Efforts46      5.7   Notification of Certain Matters48      5.8   Third-Party Consents48      5.9   Equity Awards and Employee Matters48      5.10   Indemnification.50      5.11   Section 16 Matters51      5.12   FIRPTA Compliance51      5.13   Insurance Approval51      5.14   Estimated Expenses52Article VI CONDITIONS TO THE MERGER52      6.1   Conditions to the Obligations of Each Party to Effect the Merger52      6.2   Additional Conditions to the Obligations of Parent53      6.3   Additional Conditions to the Obligations of the Company54Article VII TERMINATION, AMENDMENT AND WAIVER55      7.1   Termination55      7.2   Notice of Termination; Effect of Termination56      7.3   Fees and Expenses57      7.4   Amendment58      7.5   Extension; Waiver58Article VIII GENERAL PROVISIONS58      8.1   Non-Survival of Representations and Warranties58      8.2   Notices58      8.3   Interpretation; Knowledge59      8.4   Counterparts61      8.5   Entire Agreement; Third-Party Beneficiaries61      8.6   Severability61      8.7   Other Remedies61      8.8   Governing Law61      8.9   Rules of Construction62      8.10   Assignment62
Exhibit A	HoldCo Stock Purchase Agreement

Exhibit B	AP Purchase Agreement

Exhibit C	Third Party Consents

Exhibit D	Contract Modifications

INDEX OF DEFINED TERMS

401(k) Plans5.9(c)Acquisition Proposal5.3(g)(i)Acquisition7.3(b)(iii)Action of Divestiture5.6(e)Agreement of Merger1.2AgreementPreambleBusiness Day1.2Oregon LawRecitalsCertificates1.8(c)Change of Recommendation Notice5.3(d)(iii)Change of Recommendation5.3(d)Closing1.2Closing Date1.2COBRA2.15(a)Code1.8(d)Company Balance Sheet2.4(b)Company Board Approval2.21Company Charter Documents2.1(b)Company Common Stock1.6(c)(i)Company Disclosure LetterArticle II PreambleCompany Employee Plan2.15(a)Company Environmental Permits2.12(d)Company Financials2.4(b)Company Intellectual Property2.8(a)Company Material Contract2.16(a)Company Options2.2(b)Company Preferred Stock2.2(a)Company Products2.8(a)Company Purchase Plans1.6(g)Company Registered Intellectual Property2.8(a)Company Rights Agreement2.2(a)Company Rights2.2(a)Company SEC Reports2.4(a)Company Stock Option Plans2.2(b)Company Warrants1.6(d)CompanyPreambleConfidentiality Agreement5.4(a)Contract2.2(d)Customary Severance Practices2.15(h)Dissenting Shares1.7(a)DOJ2.3(c)DOL2.15(a)Effect8.3(c)Effective Time1.2Employee Agreement2.15(a)Employee2.15(a)End Date7.1(b)ERISA Affiliate2.15(a)ERISA2.15(a)Exchange Act2.3(c)Exchange Agent1.8(a)Exchange Fund1.8(b)Export Approvals2.18(a)Fairness Opinion2.22FCPA2.19FTC2.3(c)GAAP2.4(b)Governmental Authorizations2.9Governmental Entity2.3(c)Hazardous Material2.12(b)Hazardous Materials Activities2.12(b) HSR Act2.3(c)Include, Includes, Including8.3(a)Indemnified Parties5.10(a)Intellectual Property Rights2.8(a)Intellectual Property2.8(a)International Employee Plan2.15(a)IRS2.15(a)Knowledge8.3(b)Lease Documents2.7(b)Leased Real Property2.7(a)Legal Requirements2.2(d)Liens2.1(c)Material Adverse Effect8.3(c)Merger Consideration1.6(c)(i)Merger Sub Common Stock1.6(f)Merger SubPreambleMerger1.1Necessary Consents2.3(c)Open Source2.8(p)Option Ratio5.9(a)Parent Common Stock5.1ParentPreamblePBGC2.15(a)Pension Plan2.15(a)Person8.3(d)Proxy Statement2.20PTO2.8(b)Registered Intellectual Property2.8(a)Returns2.6(b)(i)Securities Acts2.4(a)Shareholders' Meeting0Shrink-Wrapped Code2.8(a)Source Code2.8(a)Subsidiary Charter Documents2.1(b)Subsidiary2.1(a)Superior Offer5.3(g)(ii)Surviving Corporation1.1Tax2.6(a)Taxes2.6(a)Termination Fee7.3(b)(i)the business of8.3(a)Trade Secrets2.8(a)Triggering Event7.1Voting Debt2.2(c)WARN2.15(a)**AGREEMENT AND PLAN OF MERGER**
This AGREEMENT AND PLAN OF MERGER (this "**Agreement**") is made and entered into as of April 242006, by and among Omron Management Center of America, Inc., a Delaware corporation ("**Parent**"), ScientificTechnology Incorporated, a California corporation ("**Holdco**"), and Scientific Technologies Incorporated, an Oregoncorporation (the "**Company**").  
**RECITALS**
A.**	**The respective Boards of Directors of Parent, Holdco and the Company have deemed it advisable and in thebest interests of their respective corporations and shareholders that Parent and the Company consummate the business combinationand other transactions provided for herein.

B.	The business combination is intended to comprise, in addition to the other transactions provided for herein, three mutuallyconditioned transactions, including the following: (1) the purchase by Parent of all of the outstanding shares of capital stock of Holdco(which holds approximately 86% of the outstanding common stock of the Company) (the "**Stock Purchase**"),pursuant to the terms of the Stock Purchase Agreement between Parent and the holders of all of the outstanding capital stock ofHoldco, dated as of the date hereof, in the form attached hereto as **Exhibit A (the "**Stock PurchaseAgreement**"); (2) the sale and transfer to Automation Products Group, LLC ("**AP Company**") (1) the stockof Lundahl Industries, PSI-Tronix and Applied Electro Technologies Inc., and (2), to the extent not covered by (1), the assets andliabilities of Holdco and the Company unrelated to the Safety Products Group segment of Company's business("**SPG**") (collectively, the "**AP Purchase**"), pursuant to that certain Purchase Agreement datedas of April 24, 2006 (the "**AP Purchase Agreement**") by the Company to Automation Products Group, LLC (the"**AP Company**"), in the form attached hereto as **Exhibit B; and (3) the Merger (as defined in**Section 1.1**) provided for herein. The AP Purchase would include, among other things, the assets and liabilities of HoldCo andthe Company solely related to Automation Products Group segment of Company's business ("**APG**").
C.	The respective Boards of Directors of Holdco and the Company have approved, in accordance with the Chapter 60 of theOregon Revised Statutes ("**Oregon Law**") and the California Corporations Code ("**CaliforniaLaw**"), this Agreement and the transactions contemplated hereby, including the Merger.  The Board of Directors of Parenthas approved this Agreement and the transactions contemplated hereby, including the Merger.

D.	The Board of Directors of the Company has resolved to recommend to its shareholders approval and adoption of thisAgreement and approval of the Merger.

E.	The shareholders of Holdco have approved and adopted this Agreement and approved the Merger.

F.	Parent and the Company desire to make certain representations, warranties and agreements in connection with the Mergerand also to prescribe certain conditions to the Merger.
**NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

**ARTICLE I********