NON-COMPETITION AGREEMENT


         This Non-Competition agreement is made and entered into this 8th day of
May,  1995, by and between Dan Cohen who resides at Eden Prairie,  Minnesota and
Aequitron Medical,  Inc., a Minnesota  corporation which maintains its principal
place of business at 14800 28th Avenue North, Minneapolis,  Minnesota 55447. The
parties  to  this  agreement  (Dan  Cohen  and  Aequitron  Medical,  Inc.)  will
hereinafter  respectively  be referred to as "Cohen"  and  "Aequitron"  and this
Non-Competition Agreement will hereinafter be referred to as the "Agreement."

         The factual  circumstances  underlying  the execution of this Agreement
are:

         A. Cohen is the Chief  Executive  Officer  of CNS,  Inc.  (hereinafter
"CNS"), a Delaware  corporation  which maintains its principal place of business
at 1250 Park Road, Chanhassen, Minnesota 55317.

         B. Cohen is a shareholder of CNS and is the beneficial owner of 378,332
shares  representing  4.4 percent of the issued and outstanding  common stock of
CNS as of the date of this Agreement.

         C. Aequitron has entered into an Asset  Purchase  Agreement with CNS of
even date herewith under which  Aequitron is purchasing  from CNS for cash those
assets  of  CNS  used  by  CNS  in the  business  of  manufacturing,  marketing,
distributing  and selling  equipment for the diagnosis of sleep  disorders,  the
terms  and  conditions  of which  are more  specifically  set forth in the Asset
Purchase  Agreement  between  CNS  and  Aequitron   (hereinafter  the  "Purchase
Agreement").

         D. The Purchase Agreement contains provisions regarding non-competition
and confidentiality as regards the line of business being purchased by Aequitron
from CNS under the Purchase Agreement.

         E. A specific condition of Aequitron's agreement to execute and perform
the Purchase  Agreement is an  acknowledgement  by Cohen  individually  that the
non-competition  and  confidentiality  provisions of the Purchase  Agreement set
forth on Paragraphs 4.12 and 4.13 of the Purchase Agreement will be acknowledged
as  binding  upon him for the same  period  of time and upon the same  terms and
conditions as set forth in Paragraphs 4.12 and 4.13 of the Purchase Agreement.

         F.  Aequitron  and Cohen  having  agreed upon the terms and  conditions
whereby Cohen  individually  agrees to be bound by the  provisions of Paragraphs
4.12 and 4.13 now desire to memorialize  their agreements and  understandings in
writing.

         NOW,  THEREFORE,  in  consideration  of the sum of One Dollar and other
good and valuable consideration,  the receipt, adequacy and sufficiency of which
are hereby acknowledged by Cohen, Cohen and Aequitron hereby agree as follows:






         1.  Cohen in order  to  induce  Aequitron  to enter  into the  Purchase
Agreement  hereby agrees to be bound  personally by the terms and  conditions of
Paragraphs 4.12 and 4.13 of the Purchase Agreement.

         2. The  provisions  and  conditions  of  Sections  4.12 and 4.13 of the
Purchase  Agreement  shall be binding upon Cohen and Aequitron for the period of
time  set  forth  in  said  sections,  notwithstanding  the  termination  of his
employment, officership, shareholder or director status with CNS.

         3. Cohen  acknowledges  that the sale of assets by CNS as  specified in
the Purchase  Agreement is beneficial to the future  business  operations of CNS
and more than likely will have a positive impact on the stock price of CNS stock
and shareholders' value and thereby should  correspondingly inure to the benefit
of Cohen individually in light of his personal stock holdings in CNS.

         4.  Cohen  hereby  waives  the  defense  of lack of  consideration  for
entering  into this  non-competition  and  confidentiality  agreement  should be
necessary for Aequitron to seek enforcement of same.

         5. A true and correct copy of Sections 4.12 (Non-Compete Agreement) and
4.13  (Confidentiality)  as set forth in the  Purchase  Agreement  are  attached
hereto marked as Exhibit A and incorporated herein by reference.

         IN WITNESS  WHEREOF,  Cohen and Aequitron  have executed this Agreement
the day and year first set forth above.

                                                 COHEN:

Date:  May 8, 1995                               /s/ Dan Cohen
                                                 Dan Cohen


                                                 AEQUITRON MEDICAL, INC.

Date:  May 8, 1995                               By /s/ James B. Hickey, Jr.
                                                 Its President and CEO