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EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (Agreement) is entered into effective as of
the 1st day of January, 2003 by and between Winland Electronics, Inc., a
Minnesota corporation, (the Company), and Dale Nordquist (the Employee).

RECITALS

A.     The Company is engaged in the business of electronic design and
manufacturing and provides electronic design and manufacturing services to its
customers.

B.     Employee commenced employment with the Company on or about October 29,
2001 as Vice President of Sales. Employee and Company executed an Employment
Agreement dated April 8, 2002 outlining the terms and conditions of Employees
employment with Company.

C.     On or about December 20, 2002, Company promoted Employee to the
position of Senior Vice President of Sales and Marketing. Company and Employee
desire to enter into this new Employment Agreement to memorialize the terms and
conditions of Employees employment under his new title.

D.     The Company, through its research, development and expenditure of
funds, has developed confidential information, including trade secrets. During
his employment, Employee has had and will continue to have access to the
Companys valuable Confidential Information (as defined below), has contributed
and may continue to contribute to Confidential Information and acknowledges
that the Company will suffer irreparable harm if Employee uses Confidential
Information outside his employment or makes unauthorized disclosure of
Confidential Information to any third party.

Article 1

EMPLOYMENT AND TERMS OF AGREEMENT

1.1 Employment.The Company employs Employee as its Senior Vice President
of Sales and Marketing.

1.2 Duties.



| | a. |  | During his employment with the Company, Employee
shall serve the Company faithfully and to the best of his
ability and shall devote his full business and professional
time, energy, and diligence to the performance of the duties
of such position. Employee shall perform such duties for the
Company (i) as are customarily incident to his position and
(ii) as may be assigned or delegated to him from time to time
by Lorin Krueger, his designees or the Board of Directors.
Employees position carries the primary responsibility of
managing and supervising all sales and marketing functions of
the Company (to include but not be limited to
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| |    |  | maintaining sales of existing products and services to
current customers, obtaining new sales from current
customers, developing new customers, and decreasing customer
concentration), and any and all other responsibilities that
may be assigned to Employee. During his employment with the
Company, Employee shall not engage in any other business
activity that would conflict or interfere with his ability to
perform his duties under this Agreement.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | Employee agrees to be subject to the Companys
control, rules, regulations, policies and programs. Employee
further agrees that he shall carry on all correspondence,
publicity and advertising in the Companys name and he shall
not enter into any contract on behalf of the Company except as
expressly authorized by the Company.                                                                                                                         

1.3 Term of Employment.Employees employment with the Company shall be
at will, meaning either Employee or the Company may terminate the employment
relationship at any time, for any or no reason, with or without notice.

Article 2

COMPENSATION AND BENEFITS

2.1 Base Salary.As compensation for his services to the Company,
Employee shall be paid an initial annual base salary of Ninety-Five Thousand
Dollars ($95,000.00), which rate shall be reviewed by the Company and subject
to change from time to time. The base salary shall be payable bi-weekly in
accordance with the Companys standard payroll practices. Employees base
salary, and all other compensation and benefits provided by the Company, shall
be subject to required and authorized deductions and withholdings.

2.2 Commissions.

a.     New customers between October 15, 2001 and December 19, 2002. So long
as Employee remains primarily responsible for the account, Company shall pay
Employee a commission of one percent (1%) on all sales to new customers
Employee directly acquired from the account territory of Minnesota, North
Dakota, South Dakota, Western Wisconsin, Iowa, Northern Missouri and Nebraska
between October 15, 2001 and December 19, 2002. If Employee does not remain
primarily responsible for such accounts, Company will determine on a
case-by-case basis what amount of commission, if any, to pay Employee on sales
to such accounts.

b. New customers after December 20, 2002. So long as Employee remains
primarily responsible for the account, Company will determine on a case-by-case
basis what amount of commission to pay Employee on sales to new customers
Employee directly acquires after December 20, 2002. In making such
determination, Company will consider such factors as financial opportunity to
Company and Employees involvement with the account.

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Commissions are deemed earned and payable upon shipment of the goods to the
customer and not before. Directly acquires shall mean solely as a result of
Employees own efforts and not the efforts of Employees or Companys
representatives or agents. Employee is not eligible for commissions from sales
to those customers listed on Exhibit Ato the Employment Agreement between
Company and Employee dated April 8, 2002, unless specially stated in writing by
Lorin Krueger. Monthly commissions will be paid on the 15th day of the month
following the month in which the commission was earned. Upon Employees
separation from employment, for whatever reason, Company will pay Employee for
those commissions earned (orders shipped) through his last day of employment.
Company reserves the right to modify Employees commission plan at any time
with notice to Employee.

2.3 Incentive Compensation.Company will pay Employee incentive
compensation as set forth in Exhibit Aattached hereto provided Employee meets
the stated objectives to earn such incentive compensation. Earned incentive
compensation will be paid according to the time line set forth in Exhibit A.
Company reserves the right to cancel or modify Employees incentive
compensation plan upon notice to Employee.

2.4 Incentive Stock Options.Company hereby acknowledges and agrees that
it granted Employee 10,000 shares of incentive stock options to Employee on
December 20, 2002. The incentive stock options will vest over a five year
period with twenty percent (20%) exercisable per year with the first 20%
exercisable as of December 20, 2003. The terms and conditions applicable to
Employees incentive stock option grant shall be controlled by Companys
separate Stock Option Plan.

2.5 Benefits. Employee shall be eligible to participate in or receive
benefits under employee benefit plans, health plans, or arrangements, if any,
made available from time to time by the Company to its employees as set forth
in an employee manual or otherwise, including but not limited to medical,
dental, and life insurance coverage, long-term disability insurance coverage,
401k benefits, and employee stock purchase plan benefits to the extent Employee
meets the eligibility requirements to receive such benefits. Nothing in this
Agreement is intended to or shall in any way restrict the Companys right to
amend, modify or terminate any of its benefits or benefit plans during the term
of Employees employment.

2.6 Miscellaneous Benefits.The Company shall provide Employee the
following additional benefits:



| | a. |  | Reimbursement of all ordinary and necessary
expenses incurred by Employee for the Company, in accordance
with the Companys policies and practices with regard to
documentation and payment of such expenses.
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|
| | b. |  | Paid time off in accordance with the Companys
paid time off policy.                                                                                                                                         

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Article 3

TERMINATION OF EMPLOYMENT

3.1 Termination.Either Employee or the Company may terminate the
employment relationship at any time, for any or no reason, with or without
notice.

3.2 Return of Property.Immediately upon termination (or at such earlier
time as requested by the Company or its designees), Employee shall deliver to
the Company all of its property, including but not limited to all work in
progress, research data, equipment, originals and copies of documents and
software, customer information and lists, financial information, and all other
material in his possession or control that belongs to the Company or its
customers or contains Confidential Information.

Article 4

CONFIDENTIALITY

4.1 Confidential Information.Confidential Information shall mean any
information not generally known or readily ascertainable by the Companys
competitors or the general public. Confidential Information includes, but is
not limited to, use of or customization to computer, software, and/or internet
applications; data of any type that is created by Employee, is provided, or to
which access is provided, in the course of Employees employment by the
Company; data or conclusions or opinions formed by Employee in the course of
employment; manuals; trade secrets; methods, procedures, or techniques
pertaining to the business of the Company; specifications; systems; price
lists; marketing plans; sales or service analyses; financial information;
customer names or other information; supplier names or other information;
employee names or other information; research and development data; diagrams;
drawings; videotapes, audiotapes, or computerized media used as training
regimens; and notes, memoranda, notebooks, and records or documents that are
created, handled, seen, or used by Employee in the course of employment.
Confidential Information does not include information that Employee can
demonstrate by reliable, corroborated documentary evidence (1) is generally
available to the public or (2) became generally available to the public through
no act or failure to act by Employee.

4.2 Confidentiality Restrictions.Employee agrees at all times to use all
reasonable means to keep Confidential Information secret and confidential.
Employee shall not at any time (including after termination of his employment
with the Company) use, disclose, duplicate, record, or in any other manner
reproduce in whole or in part any Confidential Information, except as necessary
for the performance of Employees duties on behalf of the Company. Employee
shall not at any time provide services to any person or entity if providing
such services would require or likely result in his using or disclosing
Confidential Information. Upon termination of Employees employment with the
Company, Employee shall immediately return to the Company all originals and
copies of Confidential Information and other the Company materials and property
in Employees possession. Employee acknowledges that use or disclosure of any
of the Companys confidential or proprietary information in violation of this
Agreement would have a materially detrimental effect upon the Company, the
monetary loss from which would be difficult, if not impossible, to measure.

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4.3 Survival of Restrictions. The parties agree that the restrictions
contained in this Article 4 shall survive the termination of this Agreement and
Employees employment and shall apply no matter how Employees employment
terminates and regardless of whether his termination is voluntary or
involuntary.

4.4 Remedies.The parties acknowledge and agree that, if a court,
arbitrator, mediator, jury or other individual or entity entrusted with
authority to resolve a dispute between Employee and the Company (or Employee
admits to) makes a finding that Employee breached or threatened to breach the
terms of this Article 4, the Company shall be entitled as a matter of right to
injunctive relief and reasonable attorneys fees, costs, and expenses, in
addition to any other remedies available at law or equity.

Article 5

MISCELLANEOUS PROVISIONS

5.1 Governing Law.This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, without reference to its
conflict of law provisions.

5.2 Entire Agreement.Except as expressly stated herein, this Agreement
constitutes the entire understanding of the Company and Employee and supersedes
all prior agreements, understandings, and negotiations between the parties,
whether oral or written, including the offer letter from Company to Employee
dated October 15, 2001, the Employment Agreement between Company and Employee
dated April 8, 2002, and the Compensation Plan for the Sr. VP of Sales and
Marketing dated December 17, 2002. No modification, supplement, or amendment
of any provision hereof shall be valid unless made in writing and signed by the
parties.

5.3 Successors and Assigns.This Agreement shall inure to the benefit of
and be binding upon the Company and Employee and their respective successors,
executors, and administrators, except that the services to be performed by
Employee are personal and are not assignable.

5.4 Captions.The captions set forth in this Agreement are for the
convenience only and shall not be considered as part of this Agreement or as in
any way limiting or amplifying the terms and conditions hereof.

5.5 No Conflicting Obligations.Employee represents and warrants to the
Company that he is not under, or bound to be under in the future, any
obligation to any person or entity that is or would be inconsistent or in
conflict with this Agreement or would prevent, limit, or impair in any way the
performance by him of his obligations hereunder, including but not limited to
any duties owed to any former employers not to compete or use or disclose
confidential information.

5.6 Waivers.The failure of a party to require the performance or
satisfaction of any term or obligation of this Agreement, or the waiver by a
party of any breach of this Agreement, shall not prevent subsequent enforcement
of such term or obligation or be deemed a waiver of any subsequent breach.

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5.7 Severability.In the event that any provision hereof is held invalid
or unenforceable by a court of competent jurisdiction, the Company and Employee
agree that that part should be modified by the court to make it enforceable to
the maximum extent possible. If the part cannot be modified, then that part
may be severed and the other parts of this Agreement shall remain enforceable.

5.8 Notices.Any notices given hereunder shall be in writing and
delivered or mailed by registered or certified mail, return receipt requested:

|    |  |                    |  |                                                                                        
|--- |  | ------------------ |  | ---------------------------------------------------------------------------------------
|(a) |  | If to the Company: |  | Winland Electronics, Inc.
Attn: Lorin Krueger
1950 Excel Drive
Mankato, Minnesota 56001
|   
|(b) |  | If to Employee:    |  | Dale Nordquist 
5090 Larch Lane
Plymouth, Minnesota 55442                              

5.9 Counterparts.More than one counterpart of this Agreement may be
executed by the parties hereto, and each fully executed counterpart shall be
deemed an original.

With the intention of being bound hereby, the parties have executed this
Agreement as of the date set forth above.

|                     |  |                                  
|-------------------- |  | ---------------------------------
|                     |  | EMPLOYEE:                        
|                    
|Date: March 12, 2003 |  | /s/ Dale Nordquist
Dale Nordquist

|                     |  |                                                                
|-------------------- |  | ---------------------------------------------------------------
|                     |  | WINLAND ELECTRONICS, INC.                                      
|                    
|Date: March 12, 2003 |  | By:      /s/ Lorin Krueger
Lorin Krueger
Its: President and CEO

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