PERFORMANCE TECHNOLOGIES, INCORPORATED
                         AMENDMENT TO STOCK OPTION PLAN

        WHEREAS, Performance Technologies,  Incorporated (the "Company") adopted
the PERFORMANCE TECHNOLOGIES, INCORPORATED STOCK OPTION PLAN (the "Plan") on May
1, 1986,  amended and restated the Plan effective  January 1, 1987,  amended the
Plan on May 3, 1990,  amended and restated  the Plan on April 18, 1994,  amended
the Plan on November 14, 1995, amended and restated the Plan on June 5, 1996 and
amended the Plan again on June 10, 1997; and

        WHEREAS,  the Company desires to amend Section 17 of the Plan to provide
that  the  grant  of  options  to  Outside  Participating   Directors  shall  be
prospective as an incentive to service rather than as a reward for past service,
to amend Section 20 of the plan to amend the vesting  provisions of such options
and to amend Section 21 of the Plan to make it consistent with the provisions of
amended Section 20.

        NOW, THEREFORE, Sections 17, 20 and 21 of the Plan are hereby amended to
read in their  entirety  effective  June 3,  1998,  subject to  approval  of the
Company's stockholders, as follows:

                  17. Outside Participating  Directors. As of each Grant Date as
                  defined in Section 18,  each member of the Board of  Directors
                  who  (a) is  not an  employee  of  the  Company  or any of its
                  subsidiaries  and (b) will  serve as a member  of the Board of
                  Directors  subsequent  to the Grant  Date is deemed an Outside
                  Participating  Director and is eligible to receive  options in
                  accordance with Section 18 below.

                  20. Vesting and Expiration of Outside  Participating  Director
                  Stock Options. Each option granted to an Outside Participating
                  Director shall vest and shall become  exercisable on the first
                  anniversary of the Grant Date in accordance  with Section 5 of
                  this Plan.  Each option shall expire on the fifth  anniversary
                  of the  Grant  Date,  and to the  extent  any  option  remains
                  unexercised on such fifth anniversary, it shall be forfeited.

                  21. Cessation of Service of an Outside Participating Director.

                      (a)  Cessation  of  Service.   An  Outside   Participating
                  Director's  cessation  of  service as a member of the Board of
                  Directors  for any reason shall not have any effect on options
                  that  have  been  granted  and  vested  prior  to the  date of
                  cessation   of   service.   Upon  the  death  of  an   Outside
                  Participating   Director  or  former   Outside   Participating
                  Director,  all vested  options  held by the  decedent  must be
                  exercised  by his legal  representative  within one year after
                  the date of death (but in no event after the expiration of the
                  option) or they shall be forfeited.

                      (b)  Loss  of  Eligibility.  If an  Outside  Participating
                  Director  becomes an employee of the Company or  otherwise  no
                  longer satisfies the requirements for eligibility set forth in
                  Section 17 hereof,  then all  options  already  granted to him
                  hereunder  shall  continue  in  full  force  and  effect,   in
                  accordance  with  their  original  terms,  for so  long  as he
                  remains a member of the  Board of  Directors,  but he shall be
                  entitled to no further  formula grants of options  pursuant to
                  Section 17 through Section 21 hereof.

        All other terms and  conditions  of the Plan shall  remain in full force
and effect.

        IN WITNESS  WHEREOF,  the  Company has caused  this  Amendment  to Stock
Option Plan to be executed this the 3rd day of June, 1998.

                         PERFORMANCE TECHNOLOGIES, INC.

                             By:/s/Donald L. Turrell
                             -----------------------
                                Donald L. Turrell
                             Chief Executive Officer