MODERN CONTROLS, INC.

                         EMPLOYEE STOCK OPTION PLAN, AS
                         AMENDED EFFECTIVE MAY 10, 1994

                                       I.

                                    THE PLAN

         The name of this Stock Option Plan shall be the Modern Controls, Inc.
Employee Stock Option Plan (referred to as the "Plan").

         The purpose of this Plan is to promote the growth and general
prosperity of Modern Controls, Inc. and its subsidiary (referred to as "the
Company") by permitting it to grant options to purchase shares of its common
stock in order to attract and retain the best available personnel. It is further
intended as an incentive for and to encourage stock ownership by employees of
the Company so that they may acquire or increase their proprietary interest in
the success of the Company, and to encourage them to remain in the employ of and
contribute to the success of the Company.

         The Plan shall be governed by the laws of the State of Minnesota; if
any provision hereof is held by any court of competent jurisdiction to be
invalid or unenforceable, that provision shall be severed and the remaining
provisions shall continue to be fully effective.

         This Plan shall become effective August 1, 1979. No grant of any option
shall be valid unless granted prior to August 1, 1999.

                                       II.

                    ADMINISTRATION AND AMENDMENT OF THE PLAN

         The Plan shall be administered by the Board of Directors of the Company
(referred to as the "Board") or by a committee of individuals appointed by the
Board of Directors for that purpose. The Board shall have sole authority, in its
absolute discretion, to determine the terms of any option and to determine the
eligibility and benefits of any employee under the Plan. The Board (or
committee) may, from time to time, adopt rules and regulations for carrying out
the Plan. The determinations or interpretations and constructions of any
provision of the Plan or of the rules shall be final and conclusive upon
approval by the Board. No member of the Board or of the committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any option granted under the Plan.

         The Board may make such changes in, additions to and amendments of the
Plan as it may deem proper and in the best interests of the Company, including
termination of the Plan. However, no amendment or termination of the Plan shall
affect any options theretofore granted, which shall remain in full force and
effect as if the Plan had not been amended or terminated.

                                      III.

                                   ELIGIBILITY

         Options may be granted only to employees of the Company, including
officers and directors who are employees of the Company. The Plan does not and
will not confer upon any optionee any right to continued employment with the
Company, nor will the Plan have any effect upon his right, or upon the right of
the Company, to terminate employment at any time.

                                       IV.

                                  OPTION TERMS

         Stock options granted pursuant to this Plan shall be evidenced by a
stock option agreement executed by the Company and by the employee to whom such
option is granted, which option shall contain or be subject to the following
terms and conditions:

         A.       Each agreement shall state the number of shares subject to the
                  option granted.

         B.       The purchase price of each share under the option shall be not
                  less than the fair market value of share of the Company's
                  common stock at the time of the grant of the option.

         C.       The period of the option shall be five years and may be
                  reduced only by termination of employment or death of the
                  optionee, as more fully provided in (D) below. The option may
                  not be exercised during the first year after its grant. During
                  each of the last four years of the option, the optionee shall
                  have the right to exercise the option for only twenty-five
                  percent (25%) of the total shares covered by the option,
                  provided, however, that rights not exercised in prior years
                  shall be cumulative and may be exercised at any time prior to
                  termination of the option.

         D.       The option may be exercised only if the optionee has been
                  continuously employed by the Company since the date of the
                  grant. Absence on leave approved by the Board shall not be
                  considered an interruption of employment. If an optionee shall
                  cease to be employed by the Company for any reason other than
                  death, he may, but only within three months of such cessation,
                  exercise his option to the extent he was entitled to exercise
                  it as of the date of such cessation.

                  In the event of death of an optionee while in the employ of
                  the Company, the option shall be exercisable only within
                  twelve (12) months of the date of the optionee's death and
                  then only by a person who acquired the right to exercise such
                  option by bequest or inheritance or by reason of the death of
                  the optionee and shall be exercisable only to the extent that
                  the optionee was entitled to exercise the option at the date
                  of his death.

         E.       Exercise of the option may be made only by the giving of
                  written notice of exercise, accompanied by full payment in
                  cash, or by certified or bank cashier's check, for the shares
                  with respect to which the option is exercised; provided,
                  however, that the Board in its sole discretion may allow the
                  exercise price to be paid, in whole or in part, by transfer
                  from the optionee to the Company of Previously Acquired
                  Shares. In the event the optionee is permitted to pay all or a
                  portion of the exercise price of an option in whole or in part
                  with Previously Acquired Shares, the value of such shares
                  shall be equal to their fair market value on the date of
                  exercise of the option. For purposes of the Plan, "Previously
                  Acquired Shares" shall mean shares of common stock that are
                  already owned by the optionee or shares of common stock that
                  are to be acquired pursuant to the exercise of an option.
                  Delivery of certificates for shares purchased hereunder shall
                  be made within thirty (30) days after receipt of notice.

         F.       Options granted under the Plan may not be sold, pledged,
                  assigned or transferred in any manner otherwise than by Will
                  or the laws of descent or distribution, and may be exercised
                  during the lifetime of the optionee only by that optionee.

         G.       The number of shares and exercise price of any option granted
                  hereunder shall be adjusted to take into account any stock
                  dividends, stock splits, stock exchanges, mergers,
                  consolidation or other capital changes, excluding payment of
                  cash dividends, occurring between the date of grant and the
                  date of exercise.

         H.       The Company is entitled to withhold and deduct from future
                  wages of the optionee, or make other arrangements for the
                  collection of, all legally required amounts necessary to
                  satisfy any federal, state or local withholding tax
                  requirements attributable to the optionee's exercise of an
                  option or otherwise incurred with respect to an option, or
                  require the optionee promptly to remit the amount of such
                  withholding to the Company before acting on the optionee's
                  notice of exercise of the option. Without limiting the
                  generality of the foregoing, the Board in its sole discretion
                  may permit an optionee to satisfy, in whole or in part, any
                  withholding tax obligation by electing to use Previously
                  Acquired Shares having a fair market value on the date such
                  withholding obligation arises (the "Tax Date") equal to the
                  amount necessary to satisfy the withholding taxes due. An
                  optionee's election to use Previously Acquired Shares must be
                  made on or prior to the Tax Date, is irrevocable and is
                  subject to the consent or disapproval of the Board. If the
                  optionee is an officer, director or beneficial owner of more
                  than 10% of the outstanding common stock of the Company, such
                  election may not be made within six months of the date the
                  option is granted (except in the case of death or disability)
                  and must be made either six months prior to the Tax Date or at
                  a time prior to the Tax Date between the third and twelfth
                  business days following the public release of any of the
                  Company's quarterly or annual summary earnings statements.

         I.       The option agreements authorized under this Plan shall contain
                  such other provisions or restrictions as the committee or the
                  Board shall deem advisable.

                                       V.

                                UNDERLYING SHARES

         The Company shall set aside 72,000 shares of its common stock to be
made available for stock options granted pursuant to this Plan. The number of
shares available shall be adjusted to take into account any future stock
dividends, stock splits, stock exchanges, mergers, consolidation or other
capital changes.

         Exercise of any options granted hereunder shall be further subject to
compliance with all state and federal laws relating to the offer and sale of
securities. In the event shares of common stock subject to such options are not
covered by a registration statement, such options may be exercised only upon the
optionee making certain representations in writing to the Company that, at the
time of such exercise, the optionee intends to acquire such shares for
investment and not for distribution or resale and certain other representations
relating to the optionee's intent as in the opinion of counsel to the Company
may be necessary to qualify the offer and sale of such shares for such
exemptions, if any, from the registration requirements of state and federal
securities laws as may be deemed to be available. If any law or regulation of
the Securities and Exchange Commission, the Minnesota Commissioner of Securities
or of any other commission or agency having jurisdiction or regulatory authority
over the issuance of such shares shall require the Company or the exercising
optionee to take any action with respect to the shares of stock acquired by the
exercise of the option, then the date upon which the Company shall deliver or
cause to be delivered the stock certificate or certificates for the shares of
stock shall be postponed until full compliance has been made with all such
requirements. Although not bound by anything herein to do so, the Company may
file a Registration Statement with the appropriate state and federal regulatory
authorities as to the shares of common stock subject to such options. In the
event the Company does file such a registration statement, the Company may, but
is not obligated to, maintain the effectiveness of such registration statement
by filing amended and supplemental prospectuses with the appropriate regulatory
authorities.