TECHNE CORPORATION
                                     
                    1998 NONQUALIFIED STOCK OPTION PLAN
 
                                SECTION 1.
 
                                DEFINITIONS
 
As  used  herein,  the  following terms shall have the  meanings  indicated
below:
 
(a)  "Committee" shall mean a Committee of two or more directors who shall
be appointed by and serve at the pleasure of the Board.  As long as the
Company's securities are registered pursuant to Section 12 of the Securities 
Exchange Act of 1934, as amended, then, to the extent necessary for compliance 
with Rule 16b-3, or any successor provision, each of the members of the 
Committee shall be a "Non-Employee Director."  For purposes of this Section 
1(b) "Non-Employee Director" shall have the same meaning as set forth in Rule 
16b-3, or any successor provision, as then in effect, of the General Rules and 
Regulations under the Securities Exchange Act of 1934, as amended.
 
(b)  The "Company" shall mean Techne Corporation, a Minnesota corporation.
 
(c)  "Fair Market Value" shall mean (i) if such stock is reported by the
Nasdaq National Market or Nasdaq SmallCap Market or is listed upon an
established stock exchange or exchanges, the reported closing price of such
stock by the Nasdaq National Market or Nasdaq SmallCap Market or on such
stock exchange or exchanges on the date the option is granted or, if no
sale of such stock shall have occurred on that date, on the next preceding
day on which there was a sale of stock; (ii) if such stock is not so
reported by the Nasdaq National Market or Nasdaq SmallCap Market or listed
upon an established stock exchange, the average of the closing "bid" and
"asked" prices quoted by the National Quotation Bureau, Inc. (or any
comparable reporting service) on the date the option is granted, or if
there are no quoted "bid" and "asked" prices on such date, on the next
preceding date for which there are such quotes; or (iii) if such stock is
not publicly traded as of the date the option is granted, the per share
value as determined by the Board, or the Committee, in its sole discretion
by applying principles of valuation with respect to all such options.
 
(d)  The "Internal Revenue Code" is the Internal Revenue Code of 1986, as
amended from time to time.
     
(e)  "Non-Employee Director" shall mean members of the Board who are not
employees of the Company or any subsidiary.
 
(f)  "Option Stock" shall mean Common Stock of the Company (subject to
adjustment as described in Section 13) reserved for options pursuant to
this Plan.
 
(g)  The "Optionee" means an employee, officer, director, consultant,
advisor or such other individual of the Company or any Subsidiary to whom
an option is granted pursuant to this Plan.
 
(h)  "Parent" shall mean any corporation which owns, directly or indirectly
in an unbroken chain, fifty percent (50%) or more of the total voting power
of the Company's outstanding stock.
 
(i)  The "Plan" means the Techne Corporation 1998 Nonqualified Stock Option
Plan, as amended hereafter from time to time, including the form of Option
Agreements as they may be modified by the Board from time to time.
 
(j)  A "Subsidiary" shall mean any corporation of which fifty percent (50%)
or more of the total voting power of outstanding stock is owned, directly
or indirectly in an unbroken chain, by the Company.
 
 
                                SECTION 2.
 
                                  PURPOSE
 
     The purpose of the Plan is to promote the success of the Company and
its Subsidiaries by facilitating the retention of competent personnel and
by furnishing incentive to officers, directors, employees, consultants, and
advisors upon whose efforts the success of the Company and its Subsidiaries
will depend to a large degree.
 
 
                                SECTION 3.
 
                          EFFECTIVE DATE OF PLAN
 
     The Plan shall be effective as of the date of approval by the
shareholders of the Company.
 
 
                                SECTION 4.
 
                              ADMINISTRATION
 
     The Plan shall be administered by the Board of Directors of the
Company (hereinafter referred to as the "Board") or by a Committee which
may be appointed by the Board from time to time (whether the Board or such
a Committee, referred to herein as the "Administrator").  The Administrator
shall have all of the powers vested in it under the provisions of the Plan,
including but not limited to exclusive authority (where applicable and
within the limitations described herein) to determine, in its sole discretion, 
whether an option shall be granted, the individuals to whom, and the time or 
times at which, options shall be granted, the number of shares subject to each 
option and the option price and terms and conditions of each option.  The 
Administrator shall have full power and authority to administer and interpret 
the Plan, to make and amend rules, regulations and guidelines for 
administering the Plan, to prescribe the form and conditions of the respective 
stock option agreements (which may vary from Optionee to Optionee) evidencing 
each option and to make all other determinations necessary or advisable for 
the administration of the Plan.  The Administrator's interpretation of the 
Plan, and all actions taken and determinations made by the Administrator 
pursuant to the power vested in it hereunder, shall be conclusive and binding 
on all parties concerned.  Notwithstanding anything in the Plan to the 
contrary, an Optionee shall not, in any calendar year, be granted options 
which, in total, provide for the purchase of more than 200,000 shares of 
Option Stock.
 
     No member of the Board or the Committee shall be liable for any action
taken or determination made in good faith in connection with the
administration of the Plan.  In the event the Board appoints a Committee as
provided hereunder, any action of the Committee with respect to the ad
ministration of the Plan shall be taken pursuant to a majority vote of the
Committee members or pursuant to the written resolution of all Committee
members.
 
                                SECTION 5.
 
                               PARTICIPANTS
 
     The Administrator shall from time to time, at its discretion and
without approval of the shareholders, designate those employees, officers,
directors, consultants, and advisors of the Company or of any Subsidiary to
whom options shall be granted under this Plan; provided, however, that
consultants or advisors shall not be eligible to receive stock options
hereunder unless such consultant or advisor renders bona fide services to
the Company or Subsidiary and such services are not in connection with the
offer or sale of securities in a capital raising transaction.  The
Administrator may grant additional options under this Plan to some or all
participants then holding options or may grant options solely or partially
to new participants.  In designating participants, the Administrator shall
also determine the number of shares to be optioned to each such participant.  
The Board may from time to time designate individuals as being ineligible to 
participate in the Plan.
 
 
                                SECTION 6.
 
                                   STOCK
 
     The Stock to be optioned under this Plan shall consist of authorized
but unissued shares of Option Stock.  Three hundred thousand (300,000)
shares of Option Stock shall be reserved and available for options under
the Plan; provided, however, that the total number of shares of Option
Stock reserved for options under this Plan shall be subject to adjustment
as provided in Section 12 of the Plan.  In the event that any outstanding
option under the Plan for any reason expires or is terminated prior to the
exercise thereof, the shares of Option Stock allocable to the unexercised
portion of such option shall continue to be reserved for options under the
Plan and may be optioned hereunder.
 
 
                                SECTION 7.
 
                             DURATION OF PLAN
 
     The Plan shall have no fixed termination date.  Options may be granted
pursuant to the Plan from time to time after the effective date of the Plan
and until the Plan is discontinued or terminated by the Board.  Any option
granted prior to the termination of the Plan by the Board shall remain in
full force and effect until the expiration of the option as specified in
the written stock option agreement and shall remain subject to the terms
and conditions of this Plan.
 
 
                                SECTION 8.
 
                                  PAYMENT
 
     Optionees may pay for shares upon exercise of options granted pursuant
to this Plan with cash, personal check, certified check or, if approved by
the Administrator in its sole discretion, Common Stock of the Company
valued at such Stock's then Fair Market Value, or such other form of
payment as may be authorized by the Administrator.  The Administrator may,
in its sole discretion, limit the forms of payment available to the Optionee 
and may exercise such discretion any time prior to the termination of the 
option granted to the Optionee or upon any exercise of the option by the 
Optionee.
 
     With respect to payment in the form of Common Stock of the Company,
the Administrator may require advance approval or adopt such rules as it
deems necessary to assure compliance with Rule 16b-3, or any successor
provision of the General Rules and Regulations under the Securities Exchange 
Act of 1934 and to achieve accounting treatment for the financial statements 
of the Company most advantageous to it.
 
 
                                SECTION 9.
 
            TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS
 
     Each nonqualified stock option granted pursuant to this Plan shall be
evidenced by a written Option Agreement.  The Option Agreement shall be in
such form as may be approved from time to time by the Administrator and may
vary from Optionee to Optionee; provided, however, that each Optionee and
each Option Agreement shall comply with and be subject to the following
terms and conditions:
 
     (a)  Number of Shares and Option Price.  The Option Agreement shall
     state the total number of shares covered by the nonqualified stock
     option.  Unless otherwise determined by the Administrator, the option
     price per share shall be one hundred percent (100%) of the Fair Market
     Value of the Common Stock per share on the date the Administrator
     grants the option.
 
     (b)  Term and Exercisability of Nonqualified Stock Option.  Except as
     provided in Section 10, the term during which any nonqualified stock
     option granted under the Plan may be exercised shall be established in
     each case by the Administrator.  The Option Agreement shall state when
     the nonqualified stock option becomes exercisable and shall also state
     the maximum term during which the option may be exercised.  In the
     event a nonqualified stock option is exercisable immediately, the
     manner of exercise of the option in the event it is not exercised in
     full immediately shall be specified in the stock option agreement.
     The Administrator may accelerate the exercisability of any nonqualified 
     stock option granted hereunder which is not immediately exercisable as of 
     the date of grant.
 
     (c)  Withholding.  The Company or its Subsidiary shall be entitled to
     withhold and deduct from future wages of the Optionee all legally
     required amounts necessary to satisfy any and all withholding and
     employment-related taxes attributable to the Optionee's exercise of a
     nonqualified stock option.  In the event the Optionee is required
     under the Option Agreement to pay the Company, or make arrangements
     satisfactory to the Company respecting payment of, such withholding
     and employment-related taxes, the Administrator may, in its discretion
     and pursuant to such rules as it may adopt, permit the Optionee to
     satisfy such obligation, in whole or in part, by electing to have the
     Company withhold shares of Common Stock otherwise issuable to the
     Optionee as a result of the option's exercise equal to the amount
     required to be withheld for tax purposes.  Any stock elected to be
     withheld shall be valued at its Fair Market Value, as of the date the
     amount of tax to be withheld is determined under applicable tax law.
     The Optionee's election to have shares withheld for this purpose shall
     be made on or before the date the option is exercised or, if later,
     the date that the amount of tax to be withheld is determined under
     applicable tax law.  Such election shall be approved by the Administrator 
     and otherwise comply with such rules as the Administrator may adopt to 
     assure compliance with Rule 16b-3, or any successor provision, as then in 
     effect, of the General Rules and Regulations under the Securities 
     Exchange Act of 1934, if applicable.
 
     (d)  Other Provisions.  The Option Agreement authorized under this
     Section 10 shall contain such other provisions as the Administrator
     shall deem advisable.
 
 
                                SECTION 10.
 
          GRANTING OF AUTOMATIC OPTIONS TO NON-EMPLOYEE DIRECTORS
 
(a)  Upon Election or Re-election to or Continuation on the Board.  Each
Non-Employee Director who, on and after the date this Plan is approved by
the Company's shareholders, is elected or re-elected as a director of the
Company or, in the event the Company adopts staggered terms for its
directors, whose term of office continues after a meeting of shareholders
at which directors are elected shall, as of the date of such re-election or
shareholder meeting, automatically be granted an option to purchase 10,000
shares of the Common Stock at an option price per share equal to 100% of
the Fair Market Value of the Common Stock on the date of such election, re-
election or shareholder meeting; provided however, that if such Non-
Employee Director is elected other than by shareholders at an annual
meeting, the number of shares subject to the option shall be determined by
multiplying 10,000 by a fraction, the numerator of which is the number of
months until the next regular annual meeting of shareholders and the
denominator of which is 12.  Options granted pursuant to this subsection
(a) shall be immediately exercisable in full.
 
(b)  General.  Options granted pursuant to this Section 10 shall be
immediately exercisable in full and shall terminate, subject to the earlier
termination provisions of this Section, 10 years from date of grant.  If a
Non-Employee Director's membership on the Board and service to the Company
as an employee, advisor or consultant terminates for any reason other than
death or disability, the options shall terminate on the earlier of (i) the
close of business on the date twelve months following the date of termination 
or (ii) the 10 year anniversary of the date of grant.  If a Non-Employee 
Director dies (i) while a member of the Board or serving as an employee, 
advisor or consultant, or (ii) within twelve months following the date of 
termination of membership on the Board, the options shall terminate on the 
earlier of (i) the close of business on the twelve-month anniversary of the 
date of death or (ii) the 10 year anniversary of the date of grant.  If a Non-
Employee Director terminates his or her membership on the Board and service to 
the Company as an employee, advisor or consultant by reason of disability, 
the options shall expire on the earlier of (i) the close of business on the 
twelve-month anniversary of the date of termination, or (ii) the 10 year 
anniversary of the date of grant.  In the event of a change in the accounting 
treatment of options to be granted automatically pursuant to this Section 10, 
the Board in its discretion may modify or amend the terms of such options 
provided that no such modification or amendment shall change the terms of 
outstanding options or materially increase the benefits accruing to recipients 
of future automatic grants.
 
 
                                SECTION 11.
 
                            TRANSFER OF OPTION
 
     The Administrator may, in its sole discretion, permit the Optionee to
transfer any or all nonqualified stock options to any member of the
Optionee's "immediate family" as such term is defined in Rule 16a-1(e)
promulgated under the Securities Exchange Act of 1934, or any successor
provision, or to one or more trusts whose beneficiaries are members of such
Optionee's "immediate family" or partnerships in which such family members
are the only partners; provided, however, that the Optionee receives no
consideration for the transfer and such transferred nonqualified stock
option shall continue to be subject to the same terms and conditions as
were applicable to such nonqualified stock option immediately prior to its
transfer.
 
 
                                SECTION 12.
 
                 RECAPITALIZATION, SALE, MERGER, EXCHANGE
                              OR LIQUIDATION
 
     In the event of an increase or decrease in the number of shares of
Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or any other increase or decrease in the number
of shares of Common Stock effected without receipt of consideration by the
Company, the number of shares of Option Stock reserved under Section 6
hereof, the number of shares of Option Stock covered by each outstanding
option and the price per share thereof, and the number of shares subject to
automatic grant to Non-Employee Directors pursuant to Section 10 above
shall automatically be adjusted to reflect such change, provided that the
Board in its discretion may in such event decrease but not increase the
number of shares subject to the automatic grants of Section 10 above made
subsequent to the date of such event.  Additional shares which may be
credited pursuant to such adjustment shall be subject to the same
restrictions as are applicable to the shares with respect to which the
adjustment relates.
 
     Unless otherwise provided in the stock option agreement, in the event
of an acquisition of the Company through the sale of substantially all of
the Company's assets and the consequent discontinuance of its business or
through a merger, consolidation, exchange, reorganization, reclassification, 
extraordinary dividend, divestiture or liquidation of the Company 
(collectively referred to as a "transaction"), all outstanding options shall 
become immediately exercisable, whether or not such options had become 
exercisable prior to the transaction; provided, however, that if the acquiring 
party seeks to have the transaction accounted for on a "pooling of interests" 
basis and, in the opinion of the Company's independent certified public 
accountants, accelerating the exercisability of such options would preclude a 
pooling of interests under generally accepted accounting principles, the 
exercisability of such options shall not accelerate.  In addition to the 
foregoing, in the event of such a transaction, the Board may provide for one 
or more of the following:
 
     (a) the complete termination of this Plan and cancellation of
     outstanding options not exercised prior to a date specified by the
     Board (which date shall give Optionees a reasonable period of time in
     which to exercise the options prior to the effectiveness of such
     transaction);
 
     (b) that Optionees holding outstanding incentive or nonqualified
     options shall receive, with respect to each share of Option Stock
     subject to such options, as of the effective date of any such
     transaction, cash in an amount equal to the excess of the Fair Market
     Value of such Option Stock on the date immediately preceding the
     effective date of such transaction over the option price per share of
     such options; provided that the Board may, in lieu of such cash
     payment, distribute to such Optionees shares of stock of the Company
     or shares of stock of any corporation succeeding the Company by reason
     of such transaction, such shares having a value equal to the cash
     payment herein; or
 
     (c) the continuance of the Plan with respect to the exercise of
     options which were outstanding as of the date of adoption by the Board
     of such plan for such transaction and provide to Optionees holding
     such options the right to exercise their respective options as to an
     equivalent number of shares of stock of the corporation succeeding the
     Company by reason of such transaction.
 
The Board may restrict the rights of or the applicability of this Section
12 to the extent necessary to comply with Section 16(b) of the Securities
Exchange Act of 1934, the Internal Revenue Code or any other applicable law
or regulation.  The grant of an option pursuant to the Plan shall not limit
in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, exchange or consolidate or to dissolve, liquidate,
sell or transfer all or any part of its business or assets.
 
 
                                SECTION 13.
 
                         SECURITIES LAW COMPLIANCE
 
     No shares of Common Stock shall be issued pursuant to the Plan unless
and until there has been compliance, in the opinion of Company's counsel,
with all applicable legal requirements, including without limitation, those
relating to securities laws and stock exchange listing requirements.  As a
condition to the issuance of Option Stock to Optionee, the Administrator
may require Optionee to (i) represent that the shares of Option Stock are
being acquired for investment and not resale and to make such other
representations as the Administrator shall deem necessary or appropriate to
qualify the issuance of the shares as exempt from the Securities Act of
1933 and any other applicable securities laws, and (ii) represent that
Optionee shall not dispose of the shares of Option Stock in violation of
the Securities Act of 1933 or any other applicable securities laws.
 
     As a further condition to the grant of any incentive or nonqualified
stock option or the issuance of Option Stock to Optionee, Optionee agrees
to the following:
 
     (a)  In the event the Company advises Optionee that it plans an
     underwritten public offering of its Common Stock in compliance with
     the Securities Act of 1933, as amended, and the underwriter(s) seek to
     impose restrictions under which certain shareholders may not sell or
     contract to sell or grant any option to buy or otherwise dispose of
     part or all of their stock purchase rights of the underlying Common
     Stock, Optionee will not, for a period not to exceed 180 days from the
     prospectus, sell or contract to sell or grant an option to buy or
     otherwise dispose of any incentive or nonqualified stock option
     granted to Optionee pursuant to the Plan or any of the underlying
     shares of Common Stock without the prior written consent of the
     underwriter(s) or its representative(s).
 
     (b)  In the event of a transaction (as defined in Section 13 of the
     Plan) which is treated as a "pooling of interests" under generally
     accepted accounting principles, Optionee will comply with Rule 145 of
     the Securities Act of 1933 and any other restrictions imposed under
     other applicable legal or accounting principles if Optionee is an
     "affiliate" (as defined in such applicable legal and accounting
     principles) at the time of the transaction, and Optionee will execute
     any documents necessary to ensure compliance with such rules.
 
     The Company reserves the right to place a legend on any stock
certificate issued upon exercise of an option granted pursuant to the Plan
to assure compliance with this Section 13.
 
 
                                SECTION 14.
 
                          RIGHTS AS A SHAREHOLDER
 
     An Optionee (or the Optionee's successor or successors) shall have no
rights as a shareholder with respect to any shares covered by an option
until the date of the issuance of a stock certificate evidencing such shares.  
No adjustment shall be made for dividends (ordinary or extraordinary, whether 
in cash, securities or other property), distributions or other rights for 
which the record date is prior to the date such stock certificate is actually 
issued (except as otherwise provided in Section 12 of the Plan).
 
                                SECTION 15.
 
                           AMENDMENT OF THE PLAN
 
     The Board may from time to time, insofar as permitted by law, suspend
or discontinue the Plan or revise or amend it in any respect; provided,
however, that no such revision or amendment, except as is authorized in
Section 12, shall impair the terms and conditions of any option which is
outstanding on the date of such revision or amendment to the material
detriment of the Optionee without the consent of the Optionee.  Notwith
standing the foregoing, no such revision or amendment shall (i) materially
increase the number of shares subject to the Plan except as provided in
Section 12 hereof, (ii) change the designation of the class of employees
eligible to receive options, (iii) decrease the price at which options may
be granted, or (iv) materially increase the benefits accruing to Optionees
under the Plan without the approval of the shareholders of the Company if
such approval is required for compliance with the requirements of any
applicable law or regulation.
 
                                SECTION 16.
 
                     NO OBLIGATION TO EXERCISE OPTION
 
     The granting of an option shall impose no obligation upon the Optionee
to exercise such option.  Further, the granting of an option hereunder shall 
not impose upon the Company or any Subsidiary any obligation to retain the 
Optionee as an employee, officer, director, consultant or advisor for any 
period.
 
 
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<TEXT>
 
 
                       TECHNE CORPORATION
 
              NONQUALIFIED STOCK OPTION AGREEMENT
 
 
     THIS AGREEMENT, made this ____ day of _______, ____, by and between
Techne Corporation, a Minnesota corporation (the "Company"), and
________________ (the "Optionee");
 
                           WITNESSETH
 
     WHEREAS, the Optionee on the date hereof is an employee, officer or
director of or consultant to the Company or a Subsidiary of the Company;
and
 
     WHEREAS, to induce the Optionee to further the Optionee's efforts in
its behalf, the Company desires to grant to the Optionee an option to
purchase shares of its Common Stock; and
 
     WHEREAS, the Company's Board of Directors and shareholders have
adopted a stock option plan providing for the grant of nonqualified stock
options known as the "Techne Corporation 1998 Nonqualified Stock Option
Plan" (hereinafter referred to as the "Plan"); and
 
     NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Optionee hereby agree as
follows:
 
     1.   Grant of Option.  The Company hereby grants to the Optionee, on
the date of this Agreement, the option to purchase ______ shares of Common
Stock of the Company (the "Option Stock") subject to the provisions of
Paragraph 3 hereof and to the other terms and conditions herein contained,
and subject only to adjustment in such number of shares as provided in
Section 12 of the Plan.
 
     2.   Option Price.  During the term of this option, the purchase price
for the shares of Option Stock granted herein is $______ per share, subject
only to adjustment of such price as provided in Section 12 of the Plan.
 
     3.   Term of Option.  The term during which this option may be
exercised expires at the close of business on ______ __, ____, unless
terminated earlier under the provisions of paragraphs 10, 11 or 12 below.
This option shall be immediately exercisable.
 
     4.  Transfer of Option.  The Company, in its sole discretion, may
permit the Optionee to transfer any or all of this Option to any member of
the Optionee's "immediate family" as such term is defined in Rule 16a-1(e)
under the Securities Exchange Act of 1934, or any successor provision, or
to one or more trusts whose beneficiaries are members of such Optionee's
"immediate family" or partnerships in which such family members are the
only partners; provided, however, that the Optionee receives no
consideration for such transfer and that this Option shall continue to be
subject to the same terms and conditions as were applicable to such Option
immediately prior to its transfer.
 
     5.  Manner of Exercise of Option.  This option is to be exercised by
the Optionee (or by the Optionee's successor or successors) by giving
written notice to the Company of an election to exercise such option.  Such
notice shall specify the number of shares to be purchased hereunder and
shall specify a date (not more than 30 calendar days and not less than 10
calendar days from the date of delivery of the notice to the Company) on
which the Optionee shall deliver payment of the full purchase price for the
shares being purchased.  Such notice shall be delivered to the Company at
its principal place of business.  An option shall be considered exercised
at the time the Company receives such notice.  As soon as practicable
following receipt of such notice and subject to the provisions of Paragraph
9 below, the Company shall, against payment by the Optionee of the required
purchase price, deliver to the Optionee certificates for the shares so
purchased.  Payment for shares of Option Stock may be made in the form of
cash, certified check, or, if authorized by the Company, in Common Stock of
the Company.  Any stock so tendered as part of such payment shall be valued
at its then "fair market value" as provided in the Plan.
 
     6.   Rights as a Shareholder.  The Optionee or a transferee of this
option shall have no rights as a shareholder with respect to any shares
covered by this option until the date of the issuance of a stock
certificate for such shares, except as provided in Section 12 of the Plan.
No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions or other
rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 12 of the Plan.
 
     7.   Stock Option Plan.  The option evidenced by this Agreement is
granted pursuant to the Plan, a copy of which Plan is attached hereto or
has been made available to the Optionee and is hereby made a part of this
Agreement.  This Agreement is subject to and in all respects limited and
conditioned as provided in the Plan.  The Plan governs this option and the
Optionee, and in the event of any question as to the construction of this
Agreement or of a conflict between the Plan and this Agreement, the Plan
shall govern, except as the Plan otherwise provides.
 
     8.   Withholding Taxes.  In order to permit the Company to receive a
tax deduction in connection with the exercise of this option, the Optionee
agrees that as a condition to any exercise of this option, the Optionee
will also pay to the Company, or make arrangements satisfactory to the
Company regarding payment of, any federal, state, local or other taxes
required by law to be withheld with respect to the option's exercise.
 
     9.   Investment Purpose.  Unless a Registration Statement under the
Securities Act of 1933 is in effect at the time, the Company requires as a
condition to the grant and exercise of this option that any stock acquired
pursuant to this option be acquired for investment.  In this regard, if
requested by the Company, the Optionee, prior to the acquisition of any
shares pursuant to this option, shall execute an investment letter to the
effect that the Optionee is acquiring shares pursuant to the option for
investment purposes only and not with the intention of making any
distribution of such shares and will not dispose of the shares in violation
of the applicable federal and state securities laws.
 
     10.  Termination of Relationship with the Company.  If the Optionee
ceases to be an employee, consultant, advisor or director of the Company or
any Subsidiary for any reason other than because of death or disability (as
described below) or because of the sale, merger, or liquidation of the
Company (which is covered by the provisions of Section 12 of the Plan),
this option shall terminate (notwithstanding Paragraph 3 of this Agreement)
on the earlier of (i) the close of business on the twelve-month anniversary
date of such termination of relationship or directorship and (ii) this
option's originally stated expiration date.  In such period following such
termination of relationship or directorship, this option shall be
exercisable as provided above only to the extent the option was exercisable
on the date of termination of relationship or directorship but had not
previously been exercised.
 
     11.  Death of Optionee.  If the Optionee dies (i) while an employee,
consultant, advisor or director of the Company or any Subsidiary, or (ii)
within a period of twelve months after his termination of relationship or
directorship with the Company or any Subsidiary as provided in Paragraph
10, this option shall terminate (notwithstanding Paragraph 3 of this
Agreement) on the earlier of (i) the close of business on the twelve-month
anniversary date of the Optionee's death, and (ii) this option's originally
stated expiration date.  In such period following the Optionee's death,
this option may be exercised only by the person or persons to whom the
Optionee's rights under this option shall have passed by the Optionee's
will or by the laws of descent and distribution, and only to the extent the
option was exercisable on the date of death but had not previously been
exercised.
 
     12.  Termination of Relationship or Directorship by Reason of
Disability.  If the Optionee ceases to be an employee, consultant, advisor
or director of the Company or any Subsidiary before the original stated
expiration of this option and such termination is due to permanent and
total disability, this option shall be exercisable only to the extent it
was exercisable on the date of such termination until the close of business
on the twelve-month anniversary of such termination date or until the
original stated termination date of the option, whichever is earlier.  For
purposes of this paragraph, a person is permanently and totally disabled if
he is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.
 
     13.  Recapitalizations, Sales, Mergers, Exchanges, Consolidations,
Liquidation.  In the event of a stock dividend or stock split, the number
of shares of Option Stock and option exercise price shall be adjusted as
provided in Section 12 of the Plan.  Similarly, in the event of a sale,
merger, exchange, consolidation or liquidation of the Company, this option
shall be adjusted as provided in Section 12 of the Plan.
 
     14.  Scope of Agreement This Agreement shall bind and inure to the
benefit of the Company and its successors and assigns and the Optionee and
any successor or successors of the Optionee permitted by Paragraph 4 above.
 
     15.  Arbitration.  Any dispute arising out of or relating to this
Agreement or the alleged breach of it, or the making of this Agreement,
including claims of fraud in the inducement, shall be discussed between the
disputing parties in a good faith effort to arrive at a mutual settlement
of any such controversy.  If, notwithstanding, such dispute cannot be
resolved, such dispute shall be settled by binding arbitration.  Judgment
upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.  The arbitrator shall be a retired state or
federal judge or an attorney who has practiced securities or business
litigation for at least 10 years.  If the parties cannot agree on an
arbitrator within 20 days, any party may request that the chief judge of
the District Court for Hennepin County, Minnesota, select an arbitrator.
Arbitration will be conducted pursuant to the provisions of this Agreement,
and the commercial arbitration rules of the American Arbitration
Association, unless such rules are inconsistent with the provisions of this
Agreement, but without submission of the dispute to such Association.
Limited civil discovery shall be permitted for the production of documents
and taking of depositions.  Unresolved discovery disputes may be brought to
the attention of the arbitrator who may dispose of such dispute.  The
arbitrator shall have the authority to award any remedy or relief that a
court of this state could order or grant; provided, however, that punitive
or exemplary damages shall not be awarded.  The arbitrator may award to the
prevailing party, if any, as determined by the arbitrator, all of its costs
and fees, including attorneys' fees.  Unless otherwise agreed by the
parties, the place of any arbitration proceedings shall be Hennepin County,
Minnesota.
 
     IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement in the manner appropriate to each, as of the day and year first
above written.
 
 
 
                                   TECHNE CORPORATION
 
                                          
                                   By __________________________
                                      Thomas E. Oland, President
 
                                          
 
                                   _____________________________
                                   ___________________, Optionee