EXHIBIT 10.1A

May 24, 2002

VIA FACSIMILE AND FEDERAL EXPRESS
Mr. Roger E. Brooks
President & CEO
Intelligent Controls, Inc.
74 Industrial Park Road
P.O. Box 638
Saco, Maine 04072

Re:  AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER

Dear Roger:

      Reference is made to that certain Agreement and Plan of Merger (the
"Merger Agreement"), dated as of April 25, 2002, by and among Franklin
Electric Co., Inc. ("Franklin"), FEI Corporation, and Intelligent Controls,
Inc. (the "Company").  Capitalized terms used in this letter and not
otherwise defined in this letter shall have the respective meanings
ascribed to them in the Merger Agreement.

      1.  EXTENSION OF TERMINATION DATE (Section 7.1(b)(ii)).  The parties
agree that all references to the date "June 30, 2002" in Section 7.1(b)(ii)
of the Merger Agreement shall be deleted and replaced with the date "July
31, 2002".

      2.   PROVISION FOR EXERCISE OF STOCK OPTIONS ON A NET BASIS (Sections
1.11 and 5.1(b)).

           (a)   The parties agree that Section 1.11 of the Merger Agreement
      shall be amended to add the following language at the end of that
      Section:

                  "Prior to the Effective Time, the Company may make
                  arrangements for the "net" exercise of otherwise
                  exercisable Stock Options that constitute Incentive
                  Stock Options under Section 422(b) of the Internal
                  Revenue Code, as provided in Section 5.1(b) below,
                  in which case the shares issued upon exercise
                  shall, at the Effective Time, be converted into the
                  right to receive the Merger Consideration, as
                  provided in Section 1.9(a) above."

            (b)   The parties further agree that Section 5.1(b) of the Merger
      Agreement shall be amended to add the following language at the end of
      that sub-paragraph:

                  "; provided however, that the Company may offer
                  holders of otherwise exercisable Incentive Stock
                  Options an opportunity to exercise those options on
                  a "net" basis, meaning that the holders shall pay
                  the exercise price of the Stock Option and any
                  applicable taxes by having the Company withhold
                  from the shares subject to the Stock Option that
                  number of shares (valued at $3.95 per share or such
                  lesser price per share as the Company may specify)
                  having an aggregate value equal to the exercise
                  price of the Stock Option plus the amount of any
                  applicable taxes; further provided that as a
                  condition to any such net exercise, the holder of
                  the Stock Option must provide a release (in form
                  and substance approved by the Company and Franklin)
                  stating that any unvested Stock Options held by the
                  holder as of the Effective Time shall terminate and
                  shall no longer be exercisable."

      3.    ALL OTHER TERMS REMAIN IN EFFECT.  Except as set forth in this
letter, all other terms and provisions of the Merger Agreement shall remain
in full force and effect.

      If you are in agreement with the foregoing, please so indicate by
signing a copy of this letter in the space provided below and returning it
to Franklin.


                                       FRANKLIN ELECTRIC CO., INC.

                                       By: /s/ Jess B. Ford
                                               Jess B. Ford
                                               Senior Vice President


                                       FEI CORPORATION

                                       By: /s/ Jess B. Ford
                                               Jess B. Ford
                                               Senior Vice President


Agreed and Accepted
As of May 28, 2002


INTELLIGENT CONTROLS, INC.

By: /s/ Roger E. Brooks
        Roger E. Brooks
        President & CEO