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                                                                  Exhibit 99(v)


                         UNITED STATES BANKRUPTCY COURT
                             DISTRICT OF CONNECTICUT
                               BRIDGEPORT DIVISION

IN RE:                                               CHAPTER 11
                                               )
POWER DESIGNS, INC. AND                        )      CASE NOS. 98-50117
PDIXF ACQUISITION CORPORATION                  )                98-50118
                                               )      JOINTLY ADMINISTERED
                                               )
      DEBTORS-IN-POSSESSION                    )      NOVEMBER _______, 1999


                       AMENDED PLAN OF REORGANIZATION FOR
              POWER DESIGNS, INC. AND PDIXF ACQUISITION CORPORATION

1.       INTRODUCTION

         This Plan is the proposal of PDI and PDIXF to their Creditors and the
holders of Equity Interests. The Plan is the product of discussions with the
Debtors' senior secured creditor, Inverness, and with the PDI and PDIXF
creditor's committees, all of which have agreed to support the Plan. The Plan
undertakes to resolve all secured claims, administrative claims, priority
claims, unsecured claims and equity interests. The Debtors believe that the
distributions to be made, pursuant to the terms of this Plan, will produce for
Creditors not less than they would receive if the Debtors' cases were converted
to cases under Chapter 7 of the Code, the Debtors' assets liquidated and
appropriate distributions therein were made as required by the Code.


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2.       DEFINITIONS

         The following terms, when used in this Plan shall, unless the context
otherwise requires, have the following meanings:

         2.1 ADMINISTRATIVE CLAIM. Means a claim for payment of an
administrative expense of a kind specified in Section 503(b) of the Code and
referred to in Section 507(a)(1) of the Code, including, without limitation, the
actual and necessary costs and expenses incurred after the commencement of the
Chapter 11 cases of preserving the estate and operating the business of the
Debtors, including wages, salaries or commissions for services, compensation for
legal and other services and reimbursement of expenses awarded under Section
330(a) or 331 of the Code, and all fees and charges assessed against the estates
under Chapter 123 of Title 28, United States Code.

         2.2 ALLOWED. When used in connection with any type of "Claim" or
"Equity Interest", means: (a) a Claim or Equity Interest, proof of which was
timely filed pursuant to the Orders of the Bankruptcy Court establishing the
applicable "bar dates" for the filing of Claims against the Debtors, and, as to
which no timely objection to allowance has been interposed within the applicable
period of limitation fixed by the Plan, the Bankruptcy Code, the Bankruptcy
Rules or the Bankruptcy Court, or as to any such timely objection a Final Order
of allowance has been entered; (b) a Claim or Equity Interest allowed by a Final
Order; (c) a Claim or Equity Interest

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listed in either of the Debtor's Schedules filed in connection with the Chapter
11 Cases and not identified as contingent, unliquidated or disputed; (d) a Claim
or Equity Interest which is fixed and agreed to in amount in writing between the
Debtors and any Claimant and allowed by a Final Order or (e) any Claim which is
deemed an Allowed Claim pursuant to the provisions of this Plan.

         2.3 ALLOWED EMPLOYEE PRIORITY CLAIMS. Means an Allowed Claim of a
current or former employee of either of the Debtors which is entitled to the
priority in payment under Section 507(a)(3) and (4) of the Code. Any Allowed
Claim of a current or former employee not entitled to priority in payment under
Section 507(a)(3) and (4) of the Code shall be considered an Allowed Unsecured
Claim.

         2.4 ALLOWED SECURED CLAIM OF INVERNESS. Means the Allowed Secured Claim
of Inverness in the amount of $1,800,000.

         2.5 ALLOWED SECURED CLAIM. Means an Allowed Claim arising on or before
the Petition Date (January 22, 1998) that is secured by a valid Lien on property
of either of the Debtors which is not void or voidable under any state or
federal law, including any provision of the Code or an Allowed Claim for which
the holder asserts a setoff under Section 553 of the Code, to the extent of the
value (which is either agreed to by either of the Debtor pursuant to this Plan,
or in the absence of an agreement, has been determined in accordance with
Section 506(a) or 1111(b) of the Code) of the interest of the holder of such
Allowed Claim in either of the Debtors property,

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or an Allowed Claim that is treated as an Allowed Secured Claim pursuant to this
Plan. That portion of such Allowed Claim exceeding the value of security held
therefor shall be an Allowed Unsecured Claim.

         2.6 ALLOWED UNSECURED CLAIM. Means an Allowed Claim which is not an
Allowed Secured Claim, an Allowed Employee Priority Claim or a Priority Tax
Claim.

         2.7 BANKRUPTCY COURT. Means the United States Bankruptcy Court for the
District of Connecticut, or such other Court as may hereafter have jurisdiction
over the Debtors' pending bankruptcy cases.

         2.8 BRIDGE NOTEHOLDERS means the holders of the Subordinated Bridge
Notes, including Raymond Joslin ($200,000), David Hale Smith II Charitable
Remainder Trust ($50,000), Interim Advantage Fund ($50,000), Bruce MacDonald
($300,000), Ian R. Kahn ($25,000), Dr. Justin Wernick ($40,000), Edward Benjamin
MD Money Purchase Pension Plan ($67,000), Dr. Edward Benjamin ($246,500), Alan
N. Parnes ($50,000), Lee H. Silverstein ($25,000), Tri Ventures ($50,000), Alan
Napack ($50,000), Michael Zuckerman and Hillary Davis ($50,000), Crescent
Capital Company LLC ($50,000), Steven Grapstein ($100,000), Ray Ingleby
($100,000), Marshall Manley ($100,000), Curran Partners ($100,000), John D.
Shepherd ($100,000), and Phyllis and Howard Silverman ($200,000) or their
respective assignees.

         2.9 CASH. Means currency of the United States of America, or checks
payable in

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immediately available funds of such currency.

         2.10 CLAIM. Has the meaning set forth in Section 101(5) of the Code.

         2.11 CLASS. Means Claims or Equity Interests which are substantially
similar to the other Claims or Equity Interests in such Class as classified
pursuant to the Plan.

         2.12 CODE. Means the United States Bankruptcy Code, 11 U.S.C. section
101 et seq., and all amendments thereto which are applicable to the case.

         2.13 CONFIRMATION. Means the entry by the Bankruptcy Court of an order
confirming the Plan in accordance with Chapter 11 of the Code.

         2.14 CONFIRMATION ORDER. Means the order entered by the Bankruptcy
Court confirming the Plan in accordance with Chapter 11 of the Code.

         2.15 CONSOLIDATION MOTION means the motion for substantive
consolidation of PDI and PDIXF filed by the Debtors and the Official Committee
of Unsecured Creditors for PDI on or about April 20, 1998.

         2.16 CONSUMMATION. Means the accomplishments of all things provided
for in this Plan to occur on the Effective Date.

         2.17 DEBTORS OR DEBTORS IN POSSESSION. Means PDI and its wholly-owned
subsidiary, PDIXF.

         2.18 DIRECTOR LOANHOLDERS. Means the loans made by certain PDI
directors or related

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companies during October and December, 1997, including Equitas ($50,000), Robert
Sparacino ($213,000), Bril Profit Sharing Plan ($25,000), and Bril Money
Purchase Plan ($25,000).

         2.19 DISALLOWED CLAIM. Means any Claim or portion thereof:

               (a)  which is scheduled or proof of which is filed and an
                    objection thereto has been sustained by a Final Order; or

               (b)  which is scheduled as disputed, contingent or unliquidated
                    and as to which either (i) no proof of claim has been timely
                    filed, or (ii) proof of which has been timely filed and an
                    objection thereto has been sustained by a Final Order.

         2.20 DISPUTED CLAIM. Means any Claim which is scheduled or proof of
which is filed and against which an objection to the allowance thereof has been
interposed, which objection has not been determined by a Final Order, except for
any Claim which is deemed an Allowed Claim by the provisions of this Plan.

         2.21 EFFECTIVE DATE. Means the first business day occurring after the
20th day after the entry of the Confirmation Order or as such other date that
the Bankruptcy Court shall set forth in the Confirmation Order.

         2.22 EQUITY INTEREST(S). Means the issued and outstanding common stock
of PDI and any warrants, options or other contract to purchase or acquire such
common stock as of the Petition

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Date.

         2.23 FINAL ORDER. Means an order or judgment of the Bankruptcy Court
which has not been reversed or stayed as modified or amended, as to which no
appeal is pending, and as to which the time to appeal and to seek to appeal has
expired.

         2.24 HAYES. Means Hayes Corporation f/k/a Access Beyond, Inc. as
successor in interest to Access Beyond, Inc., RDCAN Corp. (formerly Technipower,
Inc.) and Intist (formerly Constant Power, Inc.), which holds a Disputed Claim
against the Debtor that is unsecured within the meaning of Code section 506.

         2.25   INVERNESS PERCENTAGE.  Means that percentage equal to 49.9%.

         2.26 INVERNESS SECURED NOTE. Means that certain Secured Promissory Note
in the original principal amount equal to $1,800,000.00. The Inverness Secured
Note shall have a two year term commencing with the Effective Date and shall
provide for monthly payments of interest only at the rate of 10% per annum for
each month during the term thereof with payment in full on the second
anniversary of the Effective Date. The Inverness Secured Note shall be secured
by Lien upon all of the assets of Reorganized PDI provided such Lien shall be
junior and subordinate only to the Lien authorized herein to secure the Working
Capital Note.

         2.27 LIEN. Means any charge against or interest in property to secure
payment of a debt or performance of an obligation and includes, without
limitation, any judicial lien, security

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interest, mortgage, deed of trust and statutory lien as defined in Section 101
of the Code.

         2.28 NOTEHOLDERS. Means the holders of the Subordinated Notes including
Equitas L.P. ($700,000), Lois Horn ($140,000), Antoinette Rose ($160,000),
Thomas O'Grady ($29,215.38), Davis H. Smith, II ($29,215.38), Dennis and Terri
Nesta ($16,000), and Bruce MacDonald ($12,984.62) or their respective assignees.

         2.29 PDI. Means Power Designs, Inc., a Delaware corporation and the
debtor in Case No. 98-50117.

         2.30 PDIXF. Means PDIXF Acquisition Corporation, a New York corporation
and the debtor in Case No. 98-50118.

         2.31 PETITION DATE. Means January 22, 1998, the date on which the
Debtors filed their petitions commencing their respective Chapter 11 cases.

         2.32 PLAN. Means this Plan of Reorganization for Power Designs, Inc.
and PDIXF Acquisition Corporation, as may be amended from time to time.

         2.33 PRIORITY TAX CLAIM. Means an Allowed Claim which is entitled to
priority pursuant to Section 507(a)(7) of the Code.

         2.34 PRO RATA SHARE. Means the proportion that an Allowed Claim in a
particular Class bears to the aggregate amount of all Allowed Claims in such
Class, calculated in accordance with the provisions of this Plan.

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         2.35 REORGANIZED PDI. Means Power Designs, Inc., a Delaware corporation
on and after the Effective Date.

         2.36 REORGANIZED PDI COMMON STOCK. Means 2,000,000 shares of the common
stock of Reorganized PDI to be issued pursuant to this Plan.

         2.37 SUBORDINATED BRIDGE NOTES. Means those certain Subordinated
Promissory Notes of PDI in the allowed aggregate original principal amount of
$1,953,500.00 and bearing interest at the rate of 10% per annum, as listed in
Section 2.8 hereof.

         2.38 SUBORDINATED NOTES. Means those certain Subordinated Promissory
Notes of PDI dated October 9, 1996 in the allowed aggregate original principal
amount of $1,087,415.38 as listed in Section 2.28 hereof.

         2.40 WORKING CAPITAL NOTE. Means that certain Revolving Credit
Agreement in the original principal amount of up to $800,000. The Working
Capital Note shall bear interest at the best rate available to Reorganized PDI
on the Effective Date. The Working Capital Note may be secured by a first Lien
on all of Reorganized PDI's assets.

3.       ADMINISTRATIVE AND TAX PRIORITY CLAIMS

         3.1 ADMINISTRATIVE CLAIMS. All post-petition payables and other
ordinary course expenses will be paid in the ordinary course of business as
agreed between the respective vendors

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and the Debtors and/or Reorganized PDI. All other Administrative Claims, which
have not been paid prior to the Effective Date shall be paid in full in Cash on
the Effective Date (or, if later, the date on which any such Administrative
Claim is allowed by a Final Order of the Bankruptcy Court), or upon such terms
as otherwise agreed between the Debtors and the holder of such Administrative
Claim. Administrative Claims include claims of professionals employed by order
of the Bankruptcy Court, all post-petition financing of the Debtors approved by
the Court prior to Confirmation (with all accrued interest), certain
post-petition employee claims and any unpaid fees due under 28 U.S.C. section
1930. Professionals employed pursuant to Sections 327 and 1102 of the Bankruptcy
Code, and any other person who may be entitled to reimbursement of expenses or
allowance of fees pursuant to Sections 503(b)(2) through 503(b)(6) of the Code,
shall file final applications for allowance and payment of compensation and
expenses not later than twenty (20) days after the Effective Date. Each such
professional or person shall be paid, in Cash, the full amount awarded to such
professional or person by the Bankruptcy Court after notice and a hearing,
within 10 days after the date on which an Order allowing such claims, fees
and/or disbursements becomes a Final Order.

         3.2 PRIORITY TAX CLAIMS. Allowed Priority Tax Claims shall be paid by
Reorganized PDI in its sole discretion in Cash and in full on the Effective Date
or in equal quarterly payments beginning on April 1, 2000 and continuing
thereafter for twenty (20) additional quarters

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(payments shall be made on January 1, April 1, July 1 and October 1). The
deferred payments on Allowed Priority Tax Claims shall bear interest at the rate
of seven (7%) percent per annum. The Debtors are not aware of any significant
Allowed Priority Tax Claims. Claims asserted by various taxing authorities for
periods prior to PDI's first bankruptcy proceeding are not considered Allowed
Priority Tax Claims but shall, upon Confirmation, be conclusively deemed Allowed
Unsecured Claims and will be treated as Allowed Unsecured Claims.

4.       DESIGNATION OF CLASSES OF CLAIMS AND EQUITY INTERESTS

         All Claims against and Equity Interests in the Debtor, of whatever
nature, whether or not scheduled, liquidated or unliquidated, absolute or
contingent, including all Claims arising from transactions with either of the
Debtors and all equity interests arising from the ownership of the stock of
either of the Debtors, whether resulting in an Allowed Claim or not, shall be
bound by the provisions of this Plan. The Claims and Equity Interests are
classified as follows:

         4.1 CLASS 1. The Allowed Secured Claims of Inverness.

             CLASS 1A. Allowed Secured Claim of Inverness against PDI.
             CLASS 1B. Allowed Secured Claim of Inverness against PDIXF.

         4.2 CLASS 2. The Allowed Claims of Hayes.

             CLASS 2A. The Allowed Claim of Hayes against PDI.
             CLASS 2B. The Allowed Claim of Hayes against PDIXF.

         4.3 CLASS 3. Allowed Employee Priority Claims.

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         4.4 CLASS 4. Allowed Unsecured Claims.

             CLASS 4A. Allowed Unsecured Claims against PDI.
             CLASS 4B. Allowed Unsecured Claims against PDIXF

         4.5 CLASS 5. Allowed Equity Interests in PDI.

         4.6 CLASS 6. Allowed Equity Interest in PDIXF.

         5. IDENTIFICATION OF IMPAIRED CLASSES OF CLAIMS AND EQUITY INTERESTS

         5.1 IMPAIRED CLASSES OF CLAIMS. All Classes of Claims are impaired
under the Plan.

         5.2 IMPAIRED CLASSES OF EQUITY INTERESTS. All Classes of Equity
Interests are impaired.

         5.3 IMPAIRMENT CONTROVERSIES. If a controversy arises as to whether any
Claim or Equity Interest, or any Class of Claims or of Equity Interests, are
impaired under the Plan, the Bankruptcy Court shall, after notice and a hearing,
determine such controversies.

         5.4 SPECIAL NOTE CONCERNING VOTING ON PLAN. If the Consolidation Motion
is granted prior to Confirmation voting on the Plan will be conducted by
combining the subclasses within each class. For example, Class 1A and Class 1B
will be considered a single Class: Class 1. On the other hand, if the
Consolidation Motion is not granted prior to Confirmation, each subclass will be
considered a separate class for voting purposes. For example, Class 4A and Class
4B will be considered separate and distinct classes for voting purposes.

         6. TREATMENT OF CLAIMS AND EQUITY INTERESTS UNDER THE PLAN

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         6.1 CLASS 1 (INCLUDING CLASS 1A AND CLASS 1B). On the Effective Date,
Inverness shall receive in satisfaction of its Allowed Secured Claims the
following:

         a) the Inverness Secured Note; and

         b) that number of shares of Reorganized PDI Common Stock equal to
            2,000,000 x .499.

         6.2 CLASS 2 (INCLUDING CLASS 2A AND 2B). On the Effective Date, all
claims of Hayes shall be deemed settled, compromised and allowed in the amount
of $150,000.00 and Hayes shall receive in satisfaction of its claims the
following: (a) the Hayes Unsecured Note in a principal amount of $150,000, with
a two year term, with interest-only payable until maturity at an interest rate
of 10% per annum, which shall be subordinate to the Working Capital Note and the
Inverness Secured Note, and (b) shares of Reorganized PDI Common Stock, the
number of said Shares to be determined by the inclusion of Hayes in Class 4A,
with an imputed Allowed Claim in said Class of $150,000, solely for purposes of
determining the number of shares but not for purposes of the conditional payment
referred to in Section 6.4 of the Plan.

         6.3 CLASS 3. Holders of Allowed Employee Priority Claims shall receive
the full amount of their Allowed Employee Priority Claims in eight (8) equal
monthly payments, together with interest at the rate of seven (7%) percent per
annum.

         6.4 CLASS 4 (INCLUDING CLASS 4A AND CLASS 4B). Subject to Section 10.2
of the Plan, on the Effective Date, (i) the holders of Allowed Claims in Class
4A shall receive their Pro Rata

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Share of that number of shares of Reorganized PDI Common Stock equal to 50.1% of
2,000,000 and, except with respect to Hayes, an annual conditional payment equal
to 10% of one-half of the face amount of their Allowed Claims, payable (without
interest) only to the extent that Reorganized PDI's free cash flow (net income,
plus depreciation, plus amortization, less capital expenses) is greater than
$400,000.00 in any fiscal year unless there is a payment default on the
Inverness Secured Note, in which event the conditional payment may not be made
until the default is cured. For purposes hereof, "capital expenses" shall not be
deemed to include the purchase of any equipment that involves either lease or
other purchase financing for which the Company's cash flow is only reduced by
future monthly payments. If Reorganized PDI's free cash flow in excess of
$400,000 in any fiscal year is insufficient to make the conditional payment,
then such conditional payment shall be accrued. No conditional payment or
accrual, however, shall occur within six months after the Effective Date, nor
shall a conditional payment amount ever be accrued which exceeds 20% of one-half
of the face amount of such Allowed Claims. To the extent that the accrued
conditional payment would exceed 20% of one-half of the face amount of such
Allowed Claims, entitlement to such amount shall be waived. The terms and
conditions of the conditional payment and its termination events are more fully
set forth on EXHIBIT 6.4A, attached hereto and made a part hereof ("Conditional
Distribution Agreement"); and ii) on the Effective Date, the holders of Allowed
Claims in Class 4B shall receive 5% of the amount of their

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Allowed Claims in complete and full satisfaction of their claims.

         Confirmation of this Plan and the issuance of Class 4A Stock to holders
of Allowed Claims in Class 4A as provided herein shall be deemed consent to the
terms and conditions of the Conditional Distribution Agreement attached hereto,
which Conditional Distribution Agreement shall immediately become effective upon
the Effective Date hereof without the need for execution thereof by any or all
of the parties thereto and without the need for any further action with respect
thereto.

         6.5 CLASS 5. All Equity Interests in Power Design, Inc. shall be deemed
cancelled as of the Effective Date and holders of such Equity Interests shall
not receive any distribution on account of such Equity Interests.

         6.6 CLASS 6. All Equity Interests in PDIXF Acquisition Corporation
shall be deemed cancelled as of the Effective Date and holders of such Equity
Interests shall not receive any distribution on account of such Equity
Interests.

         7. PROVISIONS RELATING TO CORPORATE STRUCTURE OF REORGANIZED PDI

         7.1 MERGER. On the Effective Date, PDIXF shall be authorized to merge,
and shall merge, into PDI which shall be the corporation surviving the merger
("MERGER"). The name of the surviving corporation shall be Power Designs Inc.,
or such other name as may be selected by

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the Debtors on or before the Confirmation Date. The Merger shall be in
accordance with the applicable laws of the States of New York and Delaware
(except as may be affected by this Plan or by bankruptcy law), this Plan and
that certain Plan and Agreement of Merger substantially attached hereto as
EXHIBIT 7.1 and made a part hereof. Confirmation of this Plan shall be deemed
consent by all parties to the Plan and Agreement of Merger to the terms thereof
without necessitating any further action with respect to same.

         7.2 PROHIBITION AGAINST THE ISSUANCE OF NON-VOTING EQUITY SECURITIES.
On the Effective Date, the Certificate of Incorporation of Reorganized PDI will
be amended to include, among other things, provisions prohibiting the issuance
of non-voting equity securities, increasing the number of authorized shares and
authorizing the Board to issue shares and to designate classes of preferred
stock with such rights and privileges as the Board may determine ("Amended
Certificate"). The Amended Certificate shall be in form substantially as
attached hereto as EXHIBIT 7.2 and made a part hereof.

         7.3 NEW BOARD OF DIRECTORS. On the Effective Date, all directors of PDI
then remaining in office shall be deemed to have resigned. The new Board
thereupon will be reconstituted to consist of seven members and shall consist,
upon the effectiveness of the Merger, of the designees set forth below. The fact
that any designee has or has had a business relationship with the PDI shall not,
in and of itself, disqualify the selection of that person to be a member of the
initial

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board. Notwithstanding anything to the contrary in the Certificate of
Incorporation or By-laws or Delaware law, but subject to the terms of that
certain Shareholders Agreement defined below, the initial board of directors of
Reorganized PDI shall serve for a period of not more than two years following
the Effective Date. Any vacancies arising on the board prior to the expiration
of two years following the Effective Date, shall be filled by the same designee
group that initially appointed the board member whose position was being
vacated, all in accordance with the Shareholders Agreement. Thereafter, the
board of directors of Reorganized PDI shall be elected in accordance with the
Amended Certificate and Delaware law, provided, however, that during the term of
the Shareholders Agreement, the number of directors can only be increased upon
the unanimous consent of all directors.

               MANAGEMENT DESIGNEE.

               (1)  Initially, Melvin Becker Vice President of Operations until
                    a Chief Executive Officer ("CEO") is retained by Reorganized
                    PDI and thereafter the CEO shall be the Management Designee.


               INVERNESS DESIGNEES.

               (2)  Two persons designated by Inverness.

               NOTEHOLDERS' DESIGNEE.

               (1)  Shannon LeRoy.

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               BRIDGE NOTEHOLDERS' DESIGNEES.

               (2)  Raymond E. Joslin and Robert Dorfman.

               DIRECTOR LOANHOLDERS' DESIGNEE.

               (1)  Robert Sparacino.

         A shareholders voting agreement in form as set forth on EXHIBIT 7.3
attached hereto and made a part hereof ("Shareholders Agreement") will require
each to vote their shares to elect as a director the designee(s) of each party
to the Shareholders Agreement. Confirmation of the Plan shall be deemed consent
to the terms of the Shareholders Agreement attached hereto and such Shareholders
Agreement shall immediately become effective upon the Effective Date hereof
without the need for execution thereof by any or all of the parties thereto and
without the need for any further action with respect thereto.

         7.4 POST CONFIRMATION MANAGEMENT. Anthony Intino serving as Chief
Financial Officer & General Manager and Melvin Becker as Vice President of
Operation and Secretary shall continue to serve as the senior management of
Reorganized PDI until such time as the Board retains a permanent Chief Executive
or Operating Officer and a Chief Financial Officer.

         7.5 REORGANIZED PDI COMMON STOCK. The Reorganized PDI Common Stock will
be issued as of the Effective Date. As of the Effective Date, there shall be
2,000,000 issued and outstanding shares of Reorganized Common Stock, $0.01 par
value per share. Each share of

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Reorganized PDI Common Stock shall be entitled to one vote with respect to all
elections and matters.

         7.6 DIVIDENDS; LIQUIDATION. All shares of Reorganized PDI Common Stock
will be entitled: (a) to share equally in dividends from funds legally available
therefor when, as, and if declared by the Board; and (b) to share equally in the
assets available for distribution to shareholders upon liquidation or
dissolution of Reorganized PDI, whether voluntary or involuntary. Holders of the
Reorganized PDI Common Stock shall have no preemptive rights to acquire shares
of Reorganized PDI Common Stock except as set forth in the Shareholders
Agreement. Shares of the Reorganized PDI Common Stock, when issued, will be
deemed duly and validly issued, fully-paid and nonassessable.

         7.7 EXEMPTION FROM REGISTRATION. Pursuant to Section 1145 of the Code,
all Reorganized PDI Common Stock issued under the Plan will be exempt from state
and federal laws requiring registration of securities. Except with respect to a
person that is an "underwriter" within the meaning of Section 1145 of the
Bankruptcy Code, the distribution of Reorganized PDI Common Stock will be deemed
to be a "public offering" which is not subject to the registration or prospectus
delivery requirements contained in Section 5 of the Securities Act of 1933, as
amended ("SECURITIES ACT").

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         7.8 RESTRICTIONS ON TRANSFER OF REORGANIZED PDI COMMON STOCK. The
Reorganized PDI Certificate of Incorporation will be amended to reflect certain
restrictions on the transfer of Reorganized PDI Common Stock. The Amended
Certificate of Incorporation will provide that no person or entity may acquire
any shares of capital stock of Reorganized PDI, other than pursuant to this
Plan, if, at the date of such acquisition, such person or entity is, or would be
after giving effect to any such proposed acquisition, either directly,
indirectly or by attribution, either (a) one of the 10 largest holders of
Reorganized PDI capital stock, or (b) a holder of five percent or more of
Reorganized PDI issued and outstanding capital stock. The restrictions imposed
with regard to the right of certain stockholders to acquire capital stock shall
be effective until the first business day following the second anniversary of
the Effective Date. All certificates representing Reorganized PDI Common Stock
will bear the legend described in Section 7.10 below.

         7.9 REVIEW OF PROPOSED TRANSACTIONS. The restrictions on the
transferability are intended to prevent any acquisition which could result in
the disallowance or limitation of Reorganized PDI's federal income tax net
operating loss carryovers and other tax attributes, unless such acquisition is
approved by the Board upon review of the proposed transaction. Any such review
will be at the sole cost and expense of the proposed transferor regardless of
whether the Board approves the proposed transfer. Any purported transfer not
approved by the Board will be void and ineffective.

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         7.10 REQUIRED LEGEND. All certificates evidencing ownership of shares
of Reorganized PDI Common Stock, shall bear a conspicuous legend substantially
as follows:

                "The securities represented by this certificate have not been
                registered under the Securities Act of 1933, as amended, and are
                issued pursuant to an exemption provided by 11 U.S.C. Section
                1145 under an order confirming the Amended Plan of
                Reorganization for Power Designs, Inc. and PDIXF Acquisition
                Corporation ("Plan") in cases entitled IN RE POWER DESIGNS INC.,
                DEBTOR, Case No. 98-50117, and IN RE PDIXF ACQUISITION
                CORPORATION, DEBTOR, Case No. 98-50118, jointly administered, in
                the United States Bankruptcy Court for District of Connecticut.
                These securities are subject to certain provisions of the
                company's Certificate of Incorporation which provide, INTER
                ALIA, restrictions (a) limiting the transferability of, and (b)
                affecting the voting rights relating to, such securities.
                Photocopies of such Plan and Certificate of Incorporation have
                been deposited with the company at its principal office, and the
                company will furnish a copy thereof to the record holder of
                these securities without charge upon written request to the
                company at its principal place of business. The holder of this
                certificate is also referred to 11 U.S.C. Section 1145(b) and
                (c) for guidance as to the sale of these securities."

8.       MEANS FOR FUNDING OF THE PLAN

         8.1 FUNDING OF PAYMENTS REQUIRED UNDER THE PLAN. The payments
required under the Plan will be made from Cash accumulated by Debtors from
the Petition Date to the Effective Date and the proceeds available under the
Working Capital Note.

9.       TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

         9.1 GENERAL TREATMENT. All executory contracts and unexpired leases
of PDI or PDIXF shall be assumed by Reorganized PDI upon entry of the
Confirmation Order unless specifically

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rejected by order entered on or prior to the Confirmation Date or unless a
motion to reject any such executory contract or unexpired lease is pending
before the Bankruptcy Court on the Confirmation Date.

         9.2 BAR TO REJECTION DAMAGES. If the rejection of an executory contract
or unexpired lease by either of the Debtors results in damages to the other
party or parties to such contract or lease, a Claim for such damages, if not
previously evidenced by a filed proof of Claim or barred by a Final Order, shall
be forever barred and shall not be enforceable against the Debtors or
Reorganized PDI, or their properties or agents, successors, or assigns, unless a
proof of Claim relating thereto is filed with the Bankruptcy Court within thirty
(30) days after the later of (i) the entry of a Final Order authorizing such
rejection and (ii) the Confirmation Date, or within such shorter period as may
be ordered by the Bankruptcy Court.

         9.3 CURE OF DEFAULTS FOR EXECUTORY CONTRACTS AND UNEXPIRED LEASES. Each
executory contract and unexpired lease to be assumed pursuant to the Plan shall
be reinstated and rendered unimpaired in accordance with sections 1124(2) and
365(b)(1) of the Code. In connection therewith, Reorganized PDI obligated on
each such contract and lease to be assumed pursuant to the Plan shall cure or
provide adequate assurance that it will cure any monetary default (other than of
the kind specified in section 365(b)(2) of the Bankruptcy Code), by payment of
the default amount in Cash on the Effective Date or on such other terms as the
parties to such executory

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<PAGE>

contract or unexpired lease may otherwise agree, compensate, or provide adequate
assurance that the Reorganized PDI will promptly compensate, parties to such
contract or lease for any actual pecuniary loss to such parties resulting from
such default and provide adequate assurance of future performance under such
contract or lease. In the event of a dispute regarding: (i) the amount of any
cure payments, (ii) the ability of Reorganized PDI or any of its assignees to
provide "adequate assurance of future performance" (within the meaning of
section 365 of the Bankruptcy Code) under the contract or lease to be assumed,
or (iii) any other matter pertaining to assumption, the cure payments or
performance required by section 365(b)(1) of the Bankruptcy Code shall be made
following the entry of a Final Order resolving the dispute and approving the
assumption.

10.      PROVISIONS GOVERNING DISTRIBUTIONS

         10.1 PAYMENTS. Except as otherwise provided in this Plan or ordered by
the Court, all payments required under the Plan to Creditors in all Classes will
be made on Effective Date of Plan.

         10.2 ENFORCEMENT OR WAIVER OF CONTRACTUAL SUBORDINATION RIGHTS. The
Subordinated Notes and the Subordinated Bridge Notes are contractually either
fully or partially subordinate to Claims held by Inverness. Pursuant to
Section 510(b) of the Code, contractual subordination agreements are
enforceable in a bankruptcy proceeding. Nonetheless, Inverness has agreed to
waive enforcement of its rights of subordination as to the holder of any
Claim that is contractually

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<PAGE>

subordinated to Inverness PROVIDED that the class of which such holder is a
member votes to accept this Plan.

         10.3 FRACTIONAL SHARES. Fractional shares of Reorganized PDI Common
Stock shall not be issued or distributed. If the holder of an Allowed Claim
would receive a fraction of a share of Reorganized PDI Common Stock, the Stock
Transfer Agent shall attempt to round the number of shares issued to all such
holders up or down to the nearest whole number; PROVIDED, that the Stock
Transfer Agent shall in no event deliver certificates representing more than
2,000,000 shares of Reorganized PDI Common Stock. Any shares of Reorganized PDI
Common Stock which remain unissued as a result of such rounding shall become the
property of Reorganized PDI and shall be cancelled.

         10.4 UNCLAIMED DISTRIBUTIONS.

         a. ESCHEAT TO DEBTOR. Monies sent by checks issued by or on behalf of
the Debtors or Reorganized PDI, or stock certificates or documents evidencing
equity interests in the Reorganized PDI, sent to holders of Allowed Claims or
other parties in interest pursuant to this Plan shall permanently and
irrevocably escheat to Reorganized PDI and shall not be honored if (i) such
checks are NOT negotiated within ninety (90) days after issuance by the Debtors
or Reorganized PDI or (ii) stock certificate(s) or other documents evidencing
equity interests in the Reorganized PDI are returned as undeliverable. Upon the
expiration of such ninety day period,

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<PAGE>

the Debtors' and Reorganized PDI's obligation and liability to any holder of an
Allowed Claim or other party in interest whose check from the Debtors or
Reorganized PDI is not negotiated during such period or whose stock
certificate(s) or other documents evidencing equity interests in the Reorganized
PDI are returned as undeliverable, shall be deemed satisfied in full and the
Debtors and Reorganized PDI and their respective attorneys, agents, employees,
directors and officers shall be forever released and discharged from any
liability or obligation whatsoever to that creditor or party in interest. For
purposes of this section, a check, stock certificate or other document
evidencing an equity interest in the Reorganized PDI shall be conclusively
deemed appropriately delivered to a creditor or party in interest if it is sent
by first class, postage prepaid, mail to the address of that creditor or party
in interest as set forth on the Debtors' schedules, the proof of claim register
in the above-captioned cases, or the Debtors' books and records.

         b. AFTER DISTRIBUTIONS BECOME UNDELIVERABLE. Undeliverable cash and
stock in Reorganized PDI shall not be entitled to any interest, dividends or
other accruals of any kind. In such cases, any property held for distribution on
account of such claims until the expiration of the ninety (90) day period set
forth herein shall be property of the Reorganized PDI, free and clear of any
restrictions thereon. The Reorganized PDI shall not be required to attempt to
locate any holder of an Allowed Claim.

11.      PROCEDURES FOR RESOLVING AND TREATING CONTESTED AND CONTINGENT
         CLAIMS AND EQUITY INTERESTS

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<PAGE>

         11.1 ALLOWANCE OF INVERNESS CLAIMS. Pursuant to Section 1123(b)(3)(A)
and Rule 9019 of the Rules of Bankruptcy Procedure, this Plan shall constitute a
compromise and settlement of all claims of or on behalf of the Debtors against
Inverness and all persons acting on its behalf. Inverness shall be deemed to
have an Allowed Claim of $7,259,019.02 as of the Petition. A portion of
Inverness' Allowed Claim will be considered an Allowed Secured Claim. The
balance of Inverness' Allowed Claim not treated as an Allowed Secured Claim will
be deemed an Allowed Unsecured Claim, but shall not be treated in Class 4.

         11.2 OBJECTION DEADLINE. As soon as practicable, but in no event later
than thirty days after the Confirmation Date, objections to Disputed Claims
shall be filed with the Bankruptcy Court and served upon the Holders of each of
the Disputed Claims.

         11.3 RESPONSIBILITY FOR OBJECTION TO DISPUTED CLAIMS AND PROSECUTION OF
OBJECTIONS. Reorganized PDI shall have the exclusive responsibility for
objecting to Claims following the Confirmation Date. On and after the
Confirmation Date, except as the Bankruptcy Court may otherwise order, the
filing, litigation, settlement, or withdrawal of all objections to Disputed
Claims shall be the responsibility of Reorganized PDI.

         11.4 NO DISTRIBUTIONS PENDING ALLOWANCE. Notwithstanding any other
provision of the Plan, no payments or distributions shall be made with respect
to a Disputed Claim unless and until all objections to such Disputed Claim have
been determined by Final Order.

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<PAGE>

         11.5 DISTRIBUTION AFTER ALLOWANCE. Payments and distributions from
Reorganized PDI to each Holder of a Disputed Claim, to the extent that it
ultimately becomes an Allowed Claim, shall be made in accordance with the
provisions of the Plan governing the Class of Claims to which the Disputed Claim
belongs. As soon as practicable after the date the order of judgment of the
Bankruptcy Court allowing such Claim becomes a Final Order, but in no event
later than thirty (30) days after such Claim becomes an Allowed Claim, any Cash
or other consideration that would have been distributed in respect of the
Disputed Claim had it been an Allowed Claim at the Effective Date shall be
distributed, without interest, to the Holder of such Claim.

         11.6 TREATMENT OF CONTINGENT CLAIMS. Until such time as a Contingent
Claim becomes fixed and absolute, such Claim shall be treated as a Disputed
Claim for purposes related to estimations, allocations, and distributions under
the Plan.

12.      RELEASE, INDEMNIFICATION AND EXCULPATION

         12.1 RELEASE AND INJUNCTION. Upon Confirmation, The Debtor, the
Creditors' Committees, Inverness, and Venture Partners, Ltd. And their
respective present and former officers, directors, employees, professionals,
representatives, shareholders and agents and such persons' or entities' heirs,
representatives, administrators, successors and assigns (hereinafter,
collectively, the "Releasees") shall, without the execution or delivery of any
further documents, be absolutely, unconditionally and fully released from any
and all claims, debts, demands,

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<PAGE>

damages, costs, offsets, expenses, obligations, liabilities, losses, actions,
causes of actions, and/or suits of whatever kind, nature or type, arising at law
or equity, by statute or otherwise, whether known or unknown, choate or
inchoate, suspected or unsuspected, or whether having arisen, accrued or matured
or hereafter to arise, accrue or mature, which any person or entity or any one
or more of them ever had, now has, claims to have, or hereafter can, shall or
may for any reason have or assert against the Releasees, or any one or more of
them, arising out of any matter or event at or prior to such time and relating
in any way to the Debtors, the Debtors' businesses, the Debtors' liabilities,
loans to the Debtors, or the Chapter 11 Cases, or the actions, failure to act,
omission, conduct, duties, responsibilities, decisions, receipt of money,
conduct or behavior of any one or more of the Releasees in connection with the
Chapter 11 Cases, the Debtors, the Debtors' businesses, the Debtors'
liabilities, or loans to the Debtors. The filing, assertion, prosecution, or
continuation of prosecution of any such matter against any one or more of the
Releasees shall, without any further order of the Court, be prohibited and
enjoined upon Confirmation.

         12.2 INDEMNIFICATION. The Debtors' officers, directors, employees,
professionals, representatives and other agents shall be entitled to be
exonerated and indemnified from time to time by the Debtors and/or the Estates
against any and all losses, claims, causes, liabilities, and reasonable and
necessary expenses relating thereto, arising out of or in connection with the


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<PAGE>

Debtors', the Debtors' businesses, loans to the Debtors, the Debtors'
liabilities, property of the Estates, the affairs of the Estates, or their
performance of duties hereunder except those resulting from their own gross
negligence or willful misconduct.

         12.3 EXCULPATION. Neither the Debtors nor any of their respective
officers, directors, employees, professionals, representatives or other agents
shall have or incur any liabilities to the Estates, to Claimants or to any other
person or entity for any act or omission in connection with or arising out of
the administration, implementation or consummation of the Plan or the cash or
other property, including securities, to be distributed under the Plan except
for willful misconduct or gross negligence. Such persons and entities shall in
all respects be entitled to rely upon the advice of counsel, accountants and/or
other professional persons with respect to their rights, duties and
responsibilities but shall not be liable for their failure to seek such advice.
In no event shall the Debtors or their officers, directors, employees,
professionals, representatives or other agents bear any liability or
responsibility for the acts or omissions of any Disburses.

13.      JURISDICTION

         13.1 CONTINUING JURISDICTION. The Bankruptcy Court shall retain and
have exclusive jurisdiction over the Debtors' Chapter 11 cases for purposes (a)
through (i) below:

         (a) To determine any and all objections to and proceedings involving
the allowance, estimation, classification, and subordination of Claims or Equity
Interests;

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<PAGE>

         (b) To determine any and all applications for allowances of
compensation and reimbursement of expenses and any other fees and expenses
authorized to be paid or reimbursed under the Code or the Plan;

         (c) To determine any application pending on the Effective Date for the
rejection or assumption of executory contracts or unexpired leases or for the
assumption and assignment, as the case may be, of executory contracts or
unexpired leases to which either of the Debtors' is a party or with respect to
which either of the Debtors' may be liable, and to hear and determine, and if
need be, to liquidate, any and all claims arising therefrom;

         (d) To determine any and all applications, adversary proceedings, and
contested or litigated matters that may be pending on the Effective Date;

         (e) To consider any modifications of the Plan, remedy any defect or
omission or reconcile any inconsistency on any Order of the Bankruptcy Court,
including the Confirmation Order, to the extent authorized by the Code;

         (f) To determine all controversies, suits, and disputes that may arise
in connection with the interpretation, enforcement, or consummation of the Plan
or obligations arising thereunder;

         (g) To consider and act on the compromise and settlement of any Claim
against or cause of action by or against either of the Debtors' bankruptcy
estate;

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<PAGE>

         (h) To issue such orders in aid of execution of the Plan to the extent
authorized by Section 1142 of the Code; and

         (i) To determine such other matters as may be set forth in the
Confirmation Order or which may arise in connection with the Plan or the
Confirmation Order.

14.      MODIFICATION.

         14.1 MODIFICATION OF PLAN. The Plan may be modified at any time after
Confirmation and before its substantial Consummation, provided that the Plan, as
modified, meets the requirements of Sections 1122 and 1123 of the Code, and the
Bankruptcy Court, after notice and a hearing, confirms the Plan, as modified,
under Section 1129 of the Code. A holder of a Claim or Equity Interest that has
accepted or rejected the Plan shall be deemed to have accepted or rejected, as
the case may be, such Plan as modified, unless, within the time fixed by the
Bankruptcy Court, such holder changes its previous acceptance or rejection by a
writing filed with the Bankruptcy Court.

15.      DISCHARGE.

         15.1 DISCHARGE AND REVERSION OF PROPERTY.

         (a) Pursuant to Section 1141(b) of the Code and, except as otherwise
dealt with in this Plan, Confirmation of the Plan vests all of the property of
each of the Debtors' estates in Reorganized PDI.

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<PAGE>

         (b) Pursuant to Section 1141(c) of the Code, on the Effective Date of
the Plan, the property dealt with by the Plan shall become free and clear of all
liens, claims, encumbrances, and interests of creditors, except as otherwise
provided for in the Plan or the Confirmation Order.

         15.2 DISCHARGE OF THE DEBTORS. Except as otherwise provided in the
Plan, all consideration distributed under the Plan shall be in exchange for and
in complete satisfaction, discharge, and release of all claims of any nature
whatsoever against either of the Debtors; and except as otherwise provided
herein, upon the Effective Date, each of the Debtors shall be deemed discharged
and released (but only to the extent permitted by Section 1141 of the Code,
including specifically Section 1141(d)(3)) from any and all claims, including
but not limited to, demands and liabilities that arose before the Effective
Date, and all debts of the kind specified in Sections 502(g), 502(h), or 502(i)
of the Code, whether or not (a) a proof of claim based upon such debt is filed
or deemed filed under Section 501 of the Code; (b) a claim based upon such debt
is allowed under Section 502 of the Code; or (c) the holder of a claim based
upon such debt has accepted the Plan. Except as provided herein, the
Confirmation Order shall be a judicial determination of discharge of all
liabilities of each of the Debtors. As provided in Section 524 of the Code, such
discharge shall void any judgment against either of the Debtors at any time
obtained to the extent it relates to a claim discharged, and operate as an
injunction against the prosecution of any action against either of the Debtors
or its property to the extent it relates to a

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<PAGE>

claim discharged.

         15.3 DISCHARGE OF CLAIMS. Except as otherwise provided herein or in the
Confirmation Order, the rights afforded in this Plan and the payments and
distributions to be made hereunder shall be in complete exchange for, and in
full satisfaction, discharge and release of all existing debts and claims of any
kind, nature or description whatsoever against either of the Debtors or against
its bankruptcy estate, assets or properties; and upon the Effective Date, all
existing claims against either of the Debtors shall be deemed to be satisfied,
discharged, and released in full; and all holders of claims shall be forever
barred and precluded from asserting against Reorganized PDI or its assets or
properties based upon any act or omission.

16.      PROVISIONS TO INVOKE CRAMDOWN PROCEEDINGS AND/OR SECTION 506
         HEARING, IF NECESSARY

         16.1 CRAMDOWN. If all of the applicable requirements of Section 1129(a)
of the Code, other than subparagraph 8, are found to have been met with respect
to the Plan, the Debtors will seek Confirmation pursuant to Section 1129(b) of
the Code. For purposes of seeking Confirmation under the cramdown provisions of
the Code, the Debtors reserve the right to modify or vary the treatment of the
claims of any rejecting Class so as to comply with the requirements of Section
1129(b) of the Code.

17.      GENERAL PROVISIONS

         17.1 POST-CONFIRMATION ACTIONS. Nothing herein contained shall prevent
the Debtors from

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<PAGE>

taking such action as may be necessary to enforce any rights or prosecute any
cause of action existing on its behalf, which may not have been heretofore
enforced or prosecuted.

         17.2 RULES OF CONSTRUCTION. Unless otherwise specified, all references
to the single shall include the plural and vice versa. The headings in the Plan
are for convenience of reference only and shall not limit or otherwise effect
the provisions of the Plan. Words and terms defined in Section 101 of the Code
shall have the same meaning when used in the Plan, unless a different definition
is given in the Plan. The Rules of Construction contained in Section 102 of the
Code shall apply to the construction of the Plan.

         17.3 GOVERNING LAW. Unless an applicable rule of law or procedure is
supplied by federal law (including the Bankruptcy Code and the Bankruptcy Rules)
or the Delaware General Corporation Law, the internal laws of the State of
Connecticut shall govern the construction and implementation of the Plan and any
agreements, documents, and instruments executed in connection with the Plan,
except as may otherwise be provided in such agreements, documents, and
instruments.

         17.4 FILING OF ADDITIONAL DOCUMENTS. On or before the conclusion of the
Confirmation Hearing, the Debtors shall file with the Bankruptcy Court such
agreements and other documents as may be necessary or appropriate to effectuate
and further evidence the terms and conditions of the Plan.

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<PAGE>

         17.5 SEVERABILITY. Should any provision in the Plan be determined to be
unenforceable, such determination shall in no way limit or affect the
enforceability and operative effect of any other provisions of the Plan.

         17.6 NOTICES. All notices, requests, or demands for payments provided
for in the Plan shall be in writing and shall be deemed to have been given when
personally delivered by hand, or deposited in any general or branch post office
of the United States postal service, or received by telex or telecopier;
notices, requests and demands for payments shall be addressed and sent, postage
prepaid, or delivered as follows:

               (a) in the case of notices, requests, or demands for payments to
          the Debtors or the Reorganized PDI, at 14 Commerce Drive, Danbury,
          Connecticut, Attn: Chief Financial Officer, and at any other address
          designated by the Debtors by notice to each Holder of an Allowed
          Claim.

               (b) in the case of notices to Holders of Claims or Equity
          Interests, at the last known address according to Reorganized PDI
          books and records, or at any other address designated by a Holder of a
          Claim or Interest, by notice to Reorganized PDI; PROVIDED, HOWEVER,
          any notice of change of address shall be effective only upon receipt.

                                       35

<PAGE>

         Respectfully submitted this _____ day of _______________ , 1999.

                                        POWER DESIGNS, INC. and
                                        PDIXF ACQUISITION CORPORATION

                                        By:
                                           -------------------------------------
                                           James Berman, Esq.
                                           Zeisler & Zeisler, P.C.
                                           558 Clinton Avenue
                                           Bridgeport, CT 06605
                                           (203) 368-4234
                                           Attorneys for Power Designs, Inc. and
                                           PDIXF Acquisition Corporation




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