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                                                                    Exhibit 10.4

                    AMENDED AND RESTATED 1997 PECO II, INC.
                        NON-QUALIFIED STOCK OPTION PLAN


          PECO II, Inc. (the "Company") hereby adopts the 1997 PECO II, Inc.
Non-Qualified Stock Option Plan (the "Plan") for the benefit of directors and
certain key employees of the Company. All options granted pursuant to the Plan
shall be non-qualified stock options and shall not be treated as incentive stock
option as defined in Section 422A of the Internal Revenue Code. The Plan shall
be established and administered in accordance with the terms and provisions set
forth below.

     1)   Definitions.  The following terms shall have the meanings indicated
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          below wherever such terms appear herein:

          a)   "Board of Directors" shall mean the Board of Directors of the
               Company.

          b)   "Option" shall mean the right to purchase Common Shares of the
               Company at a price and on the terms determined by the Option
               Committee.

          c)   "Option Committee" shall mean the committee responsible for
               administering the Plan pursuant to the authority set forth in
               Section 3 hereof. The Compensation Committee of the Board of
               Directors shall serve as the Option Committee .

          d)   "Optionee" shall mean a director or an employee of the Company
               (or a business owned or controlled by the Company) to whom an
               option has been granted under the Plan.

          e)   "Option Price" shall be the purchase price for each Common Share.

     2)   Purpose of Plan.  The purpose of the Plan is to provide directors and
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key employees of the Company with greater incentive to serve and promote the
interests of the Company and its shareholders.  The premise of the Plan is that,
if such persons acquire a proprietary interest in the Company, or increase the
proprietary interest they already hold, then the incentive to work toward the
Company's continued success will be commensurately

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increased. Accordingly, the Company will, from time to time during the effective
period of the Plan, grant to directors and certain key employees as may be
selected to participate in the Plan by the Option Committee, Options to purchase
common shares of the Company's common stock ("Common Shares"), subject to the
terms and conditions set forth in the Plan.

     3)   Effective Date of the Plan.  The Plan shall become effective on July
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1, 1997. Options may thereafter be granted under the Plan from time to time in
accordance with the provisions set forth herein; provided, however, that under
no circumstances will Options be granted hereunder after July 1, 2000.

     4)   Administration.  The Plan shall be administered by the Option
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Committee.  The Option Committee shall have the authority to administer the Plan
and to exercise all the powers and authorities either specifically granted
hereunder or necessary or advisable in connection with the administration of the
Plan.  The authority of the Option Committee shall include, without limitation,
the authority (i) to grant Options; (ii) to determine the purchase price of the
Common Shares subject to an Option; (iii) to determine the directors and
employees to whom, and the times at which, Options shall be granted; (iv) to
determine the number of Common Shares to be covered by each Option and the terms
and conditions governing the ability of an Optionee to exercise such right; (v)
to interpret the Plan; (vi) to prescribe, amend and rescind rules and
regulations relating to the Plan; (vii) to determine the terms and provisions of
the Option Agreements between the Company and the Optionee in connection with
the grant of Options under the Plan; and (viii) to make all other determinations
deemed necessary or advisable for the administration of the Plan.  All
determination and interpretations made by the Option Committee shall be final,
conclusive and binding on all persons, including Optionees and their legal
representatives, successors in interest or beneficiaries.

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     5)   The Option Committee.  The Option Committee shall consist of those
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persons who from time to time comprise the Compensation Committee of the Board
of Directors.  All determinations in connection with the Plan or Options granted
thereunder shall be made by a majority of the members of the Option Committee.
Although the Option Committee consists entirely of outside directors as of the
effective date of this Plan, the Board of Directors shall fill any future
vacancy in the Option Committee at its discretion.  No member of the Option
Committee shall be liable for any act or omission with respect to his services
on the Option Committee, if he acts in good faith and in a manner he reasonably
believes to be in or not opposed to the best interests of the Company.

     6)   Persons Eligible to Receive Options.  Options may be granted at the
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discretion of the Option Committee to directors and selected key employees of
the Company (including employees of businesses owned or controlled by the
Company).  In selecting persons to whom Options shall be granted, the Option
Committee shall take into consideration any factors it may deem relevant,
including but not limited to the duties and responsibilities of employees and
the present and potential contributions of such key employees to the success of
the Company.

     7)   Common Shares Available for Options.  The aggregate number of Common
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Shares for which Options may be granted under the Plan shall be 50,000.  Common
Shares eligible for grant to directors and employees under the Plan shall be
authorized and unissued Common Shares until the exercise of the Option
therefore.  Common Shares which are the subject of any lapsed, expired or
terminated Options shall be available for subsequent grants of Options under the
Plan.

     8)   Option Price.  The price at which each Common Share subject to an
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Option may be purchased (the "Option Price") shall be determined by the Option
Committee at the time such

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Option is granted. However, the price per common share shall not be less than
Ten ($10.00) Dollars per common share.

     9)   Option Period.  The date of grant of an Option shall be the date
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specified by the Option Committee.  The period during which an Option may be
exercised shall be determined by the Option Committee, and may be subject to a
vesting schedule pursuant to which Options may be exercised only in increments
determined by the Option Committee, provided, however, that any such vesting
period shall not extend beyond the last date upon which an Option is otherwise
exercisable.  All non-vested Options shall become null and void in the event of
the death, retirement, termination of employment or disability of the Optionee,
unless otherwise provided by the Company.

     10)  Exercise of Option and Payment.  During the lifetime of the Optionee,
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Option held by such Optionee shall be exercisable only by such Optionee or his
legal representative.  An Optionee may exercise an Option as to any and all
Common Shares as to which such Option has become exercisable; provided, however,
that an Option may not be exercised for fewer than 100 Common Shares, or the
number of Common Shares remaining subject to such Option, whichever is smaller.
The Option shall be exercised by delivering to the Company written notice of
such exercise, setting forth the number of Common Shares to be purchased
together with a certified check, bank draft or money order, in the full amount
of the purchase price thereof, in each case payable to the order of the Company.

     11)  Effect of Termination of Employment on Options.  An Option may only be
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exercised if the Optionee is then in the employ of the Company (or a business
owned or controlled thereby), and if such Optionee has remained continuously so
employed since the grant of an Option, except under the following circumstance:

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          a)   In the event of termination of employment for any purpose,
including termination with or without cause or termination by action of the
Optionee, all Options which are vested and exercisable at the time of employment
termination, unless they shall have earlier terminated in accordance with their
terms, may be exercised by the Optionee within 90 days after the effective date
of such employment termination.

          b)   In the event an Optionee shall die at any time during which an
Option granted to such Optionee is exercisable, all Options which are
exercisable at the time of death, unless they shall have earlier terminated in
accordance with their terms, may be exercised by the Optionee's estate or by a
person who acquired the right to exercise such Option by bequest or inheritance
within one (1) year after the date of death; provided, however, that such right
shall not extend beyond the last date on which such Option is otherwise
exercisable.

     12)  Option Provides No Right to Employment.  Nothing in this Plan or in
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any Option Agreement executed in connection with any Option granted pursuant to
this Plan shall confer or be deemed to confer on any individual any right to
continue in the employ of the Company or any business owned or controlled by the
Company or be deemed in any way to restrict the right of the Company or a
business owned or controlled by the Company to terminate his employment at any
time, with or without cause.

     13)  Restrictions on Transferability.  The Common Shares issued to an
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Optionee upon exercise of an Option shall be restricted from further transfer
for any period which may be required under applicable securities laws.  No
Option shall be transferable by an Optionee other than by will or applicable
laws of descent and distribution without the consent of the Company.

     14)  Shareholders Agreement.  Prior to the issuance of a stock certificate
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for Common Shares acquired pursuant to the exercise of an Option, an Optionee
may be required to execute a

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Shareholders Agreement in the form attached to the Stock Option Agreement, if
such employee is not already a party thereto.

     15)  Stock Certificate Legend.  The stock certificates issued in connection
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with the exercise of an Option shall contain a legend with a reference to the
transfer restrictions required under applicable securities laws or set forth in
the Shareholders Agreement.

     16)  Adjustments for Certain Changes in the Company's Capital Structure.
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In the event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or Common Shares, the number of Common Shares
available for Options, the number of Common Shares covered by outstanding
Options, and/or the Option Price per share shall be proportionally adjusted by
the Board of Directors to reflect any increase or decrease in the number of
issued or outstanding Common Shares; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated by rounding down to
the nearest whole number of Common Shares.  The Board of Director's
determination of adjustments shall be final, binding and conclusive.

     17)  Sale, Liquidation, Dissolution or Merger.  In the event of the sale of
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all or substantially all of the Company's assets, or a merger of consolidation
in which the Company is not the surviving corporation, all Options granted
hereunder shall become fully vested fifteen (15) days prior to the contemplated
consummation date of the transaction.  In the event of a proposed dissolution or
liquidation of the Company, or any consolidation or merger in which the Company
is the surviving corporation and in which there is a reclassification of the
Common Shares, all outstanding Options shall become fully vested upon the
Company's adoption of the plan or agreement related to such event.  In
connection with the occurrence of the events

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described in this Section, the Option Committee may provide that each Option
granted under the Plan shall terminate as of a date to be fixed by the Board of
Directors; provided, however, that not less than thirty (30) days written notice
of the date so fixed shall be given to each Optionee, who shall have the right,
during the period of thirty (30) days preceding such termination, to exercise
each Option as to all or any part of the Common Shares subject thereto.

     18)  Registration of Common Share and other Government Requirements.  Each
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Option shall be subject to the requirement that if at any time the Board of
Directors or the Option Committee shall determine that the registration, listing
or qualification of the Common Shares subject thereto, upon any securities
exchange or under any federal or state law, or the consent or approval of any
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Option or in the purchase of Common Shares
thereunder, no such Option may be exercised unless and until such registration,
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Option Committee or Board of
Directors.  The Company may require that any person exercising an Option shall
make such representations and agreements and furnish such information as the
Company deems appropriate to insure compliance with the foregoing or any other
applicable legal requirement.

     19)  Rights as a Shareholder.  An Optionee shall have no rights as a
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shareholder of the Company with respect to any Common Shares arising as a result
of the grant of an Option until the date following the exercise of such Option
or on which a stock certificate has been issued by the Company to such Optionee
to evidence ownership of Common Shares.

     20)  Option Agreements.  Each Option granted pursuant to the Plan shall be
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evidenced by a written Option Agreement between the Company and the Optionee,
which agreement shall,

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subject to the terms and conditions contained in each Plan, state: the number of
Common Shares to which the Option relates, the Option Price and such other
provisions as the Option Committee shall deem advisable. Although a form of
Option Agreement has been approved by the Board of Directors and is attached
hereto as Exhibit A, the form and substance of the Option Agreement shall be at
the discretion of the Option Committee, and Option Agreements, whether granted
at the same or different times, need not be identical.

     21)  Agreement by Optionee Regarding Withholding Taxes.  If the Option
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Committee shall so require, each Optionee shall agree that as a condition of
exercise of an Option:

          a)   No later than the date of exercise of any Option granted
hereunder, the Optionee shall pay to the Company or make arrangements
satisfactory to the Option Committee regarding payment of any federal, state or
local taxes of any kind required by law to be withheld upon exercise of such
Option, and

          b)   The Company shall have the right to deduct from any payment of
any kind otherwise due to the Optionee, federal, state or local taxes of any
kind required by law to be withheld upon exercise of such Option or to retain
sufficient number of Common Shares to equal the amount of tax required to be
withheld with respect to the exercise of the Option or to require like payment
from optionee.

     22)  Amendment and Termination of the Plan.  The Board of Directors may
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terminate, suspend, amend or modify the Plan at any time; provided, however,
that no amendment or modification to the Plan which eliminates or adversely
affects a right or privilege of an Optionee shall have any retroactive effect
unless required by law.

     23)  Other Actions.  Nothing contained in the Plan shall be construed to
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limit the authority of the Company to exercise its corporate rights and powers,
including but not by way

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of limitation, the right of the Company to grant, or assume options for proper
corporate purposes other than under the Plan with respect to any directors,
employee or other person, firm, corporation or association.

     24)  No Obligations Upon Optionee to Exercise Option.  The granting of an
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Option shall impose no obligation upon an Optionee to exercise such Option.  The
expense of administering the Plan shall be borne by the Company.

     25)  Investment Purposes.  Each Option under the Plan shall be granted on
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the condition that the purchase of Common Shares thereunder shall be for
investment purposes, and not with a view to resale or distribution.

     26)  Successors in Interest.  The Plan shall be binding upon the successors
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and assigns of the Company.

     27)  Term of the Plan.  Unless terminated by the Board of Directors prior
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to such date, the Plan shall terminate on December 31, 2002 and thereafter no
Options shall be granted hereunder.

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