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                                                                  Exhibit 10(vi)

                         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                  )

                      FOURTH 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


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Final Order; (c) a Claim or Equity Interest 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


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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, 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),


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

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


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

     2.18 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.

     2.19 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.

     2.20 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.


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     2.21 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 Date.

     2.22 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.

     2.23 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.

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

     2.25 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


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provided such Lien shall be junior and subordinate only to the Lien
authorized herein to secure the Working Capital Note.

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

     2.27 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.

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

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

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

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


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     2.32 PRIORITY TAX CLAIM. Means an Allowed Claim which is entitled to
priority pursuant to Section 507(a)(8) of the Code.

     2.33 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.

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

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

     2.36 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.

     2.37 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.

     2.38 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


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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 and the Debtors and/or Reorganized PDI. Except
for the State of Connecticut Deparmtent of Labor, all other Administrative
Claims filed prior to Confirmation, other than claims of professionals, unless
objected to by the Effective Date, 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. Administrative claims of
the State of Connecticut Deparmtent of Labor for post-petition taxes arising out
of the 1998 and 2000 Unemployment Tax Bond Assessments shall be paid in
accordance with an agreement at the rate of $2,500 per month until paid in full.


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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.

     (a) The Allowed Priority Tax Claim of the Internal Revenue Service shall be
paid in the amount and manner provided in EXHIBIT 3.2 and shall be governed by
the terms and conditions set forth in EXHIBIT 3.2, which is attached hereto and
made a part hereof and which is incorporated herein by reference as if set forth
in full in this Section 3.2.

     (b) The Allowed Priority Tax Claim filed by the Commissioner of Labor,
Unemployment Tax Division of the Department of Labor of the State of
Connecticut, in the amount of $4,799.21, shall bear interest at a rate of 7% per
annum from the Effective Date and shall be paid in full in equal monthly
installments of principal and interest,


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commencing one month following the Effective Date and continuing in one-month
intervals, such that each payment is made one month after the immediately
preceding payment, until November, 2003.

     (c) All other Allowed Priority Tax Claims, if any, 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 (payments shall be made on
January 1, April 1, July 1 and October 1). The deferred payments on such 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
other than the Allowed Priority Tax Claim of the Internal Revenue Service and
the Allowed Priority Tax Claim of the Department of Labor of the State of
Connecticut. Other than the Claim of the Internal Revenue Service, 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.


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4.   DESIGNATION OF CLASSES OF CLAIMS AND EQUITY INTERESTS

     All Claims against and Equity Interests in the Debtors, 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.

     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.


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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. 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

     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 .489.

After expiration of the one hundred and eighty day period set forth in
Section 10.4a,


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Inverness shall return its share certificate and shall receive a new share
certificate representing that number of shares equal to the number of shares of
Reorganized PDI Common Stock still outstanding (not including shares of stock
returned by Inverness) multiplied by .996 so that the shares of stocks held by
Inverness plus 20,000 share of stock shall equal 49.9% of the issued and
outstanding shares of Reorganized PDI common stock.

     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 $150,000.00, 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 $150,000.00, 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. Except as set forth hereinafter in this Section 6.3, 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


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the rate of seven (7%) percent per annum. The Allowed Employee Priority Claim
filed by the Commissioner of Labor of the State of Connecticut in the amount
of $18,040.93 shall be paid in cash in full within ten (10) days after the
Effective Date to the extent, if any, not already paid.

     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 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


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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 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.


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     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 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


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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 PDI shall not, in
and of itself, disqualify the selection of that person to be a member of the
initial 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,


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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.

        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


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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 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


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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").

     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


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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.

     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,


                                       23
<PAGE>

          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. Sections 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 and/or accounts receivable financing from Portereter Capital Corporation
approved hereunder.

9.   TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

     9.1 GENERAL TREATMENT. Except as set forth herein, all executory contracts
and unexpired leases of PDI or PDIXF shall be assumed by Reorganized PDI upon
entry of the Confirmation Order unless specifically 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 LEASE OF 14 COMMERCE DRIVE, DANBURY, CT FROM MELVIN AND MARY POWERS.
The Debtor's unexpired lease (the "Lease") of the premises located at 14
Commerce Drive,


                                       24
<PAGE>

Danbury, Connecticut (the "Premises") from Melvin Powers and Mary Powers
(collectively "Landlord") expires on January 31, 2003. Reorganized PDI shall
assume this Lease as modified herein as of the Effective Date. The
outstanding prepetition arrearage owed to the Landlord by the Debtor shall be
reduced and fixed at $15,000 which shall be paid in three equal monthly
installments due and payable on the same date as the monthly rent payments
under the Lease for February, March and April 2001, respectively. In
exchange, the Landlord shall withdraw their unsecured nonpriority proof of
claim. In the event of a material default under the Lease and/or the
arrearage payments to Landlord outlined herein, Landlord may exercise its
rights in accordance with applicable non-bankruptcy law and the Lease and
shall not be required to seek relief from the automatic stay in Case No.
98-50117 or 98-50118.

     9.3 PURCHASE AGREEMENT - VARIAC TRADEMARK. By Purchase Agreement dated
March 30, 1993, Genrad, Inc. ("Genrad") agreed to assign all of its right and
title to the Variac Trademark in certain countries to Technipower, Inc. (the
"Agreement") for the sum of $500,000 to be paid in the form of a licensing fee.
Pursuant to an Asset Purchase Agreement dated October 11, 1996, the Debtor
purchased from Technipower, Inc., Constant Power, Inc. and Penril


                                       25
<PAGE>

Datacomm Networks, Inc. their rights, title and interest to certain assets
including but not limited to the "Variac" Trademark (the "Asset Purchase
Agreement"). Although neither Technipower nor the Debtor have paid Genrad a
licensing fee, the Debtor believes that Genrad's inaction and delay in
defending and registering the Variac Trademark under the Agreement have
caused it damage, entitling it to reduce the arrearage of approximately
$60,000 to $10,000 under the equitable doctrine of recoupment as of the
Effective Date. Reorganized PDI shall receive a credit of $50,000 from Genrad
against the purchase price of the Variac Trademark under the Agreement.
Reorganized PDI shall assume the Agreement with Genrad acquired through the
Asset Purchase Agreement as of the Effective Date and shall pay $10,000
within a reasonable time as the cure of all defaults.

     9.4 PORTER CAPITAL CORPORATION. Subject to execution of the documents
acceptable to Porter Capital Corporation which may be similar to documents
annexed hereto as Exhibit 9.4 by Reorganized PDI and the guarantors, the
post-petition financing order as amended and modified between Porter Capital
Corporation and PDI shall be assumed by the Reorganized PDI as set forth in
Exhibit 9.4. In lieu of a cure of arrears and any other claims whether post-


                                       26
<PAGE>

petition or pre-petition, Porter Capital Corporation shall receive 20,000
shares of Reorganized PDI common stock on the Effective Date in full
satisfaction thereof.

     9.5 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 or as set forth herein.

     9.6 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


                                       27
<PAGE>

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 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 the 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


                                       28
<PAGE>

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 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


                                       29
<PAGE>

shall not be honored if (i) such checks are NOT negotiated within ninety (90)
days after issuance by the Debtors or Reorganized PDI, (ii) stock
certificate(s) or other documents evidencing equity interests in the
Reorganized PDI are returned as undeliverable, or (iii) a written
acknowledgment by the recipient of the stock certificate is not received by
the Reorganized PDI within one hundred and eighty (180) days after the
Effective Date Upon the expiration of such ninety day or one hundred eighty
day period as the case may be, 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.


                                       30
<PAGE>

          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

     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 the Effective Date, objections to Disputed Claims shall be filed with the
Bankruptcy Court and subsequently served upon the Holders of each of the
Disputed Claims.


                                       31
<PAGE>

     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.

     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.


                                       32
<PAGE>

     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, Reorganized PDI, the
Debtors, the Creditors' Committees, Inverness Corp., 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, 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'


                                       33
<PAGE>

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.
This Section 12.1 does not apply to the Pension Benefit Guaranty Corporation
with respect to obligations owed by Inverness Corp. under the two promissory
notes made by Inverness Corp. dated October 1, 1996, and March 10, 1997, and
held by the Pension Benefit Guaranty Corporation, nor does it apply to
judgments in favor of Bruce MacDonald and Robert Layton in that certain civil
action entitled Layton, et al. V. Inverness Corp., U.S. District Court, D.
Conn., Civil Action No. 3:97-CV-2296 (AHN), or to any claims now pending or
hereafter arising in favor of Bruce MacDonald and/or MacDonald Moving
Services against any person and/or entity and/or such persons' or entities'
representatives, present and former officers, directors, employees,
professionals, representatives, shareholders and agents and such persons' or
entities' heirs, representatives, administrators, successors and assigns,
except for the Creditors' Committees and the members of the Creditors'
Committees, or their respective


                                       34
<PAGE>

employees or professionals regarding any acts
or omissions of such parties or the employment or retention of such parties'
respective employees or professionals in connection with the administration
of Bankruptcy Case No. 98-50117 and Case No. 98-50118 and except for the
Debtors and Reorganized PDI. Section 12.1 shall not apply to any responsible
parties respecting tax obligations owed to the Internal Revenue Service
treated in this Plan.

     12.2 INDEMNIFICATION. The Debtors' officers, directors, employees,
professionals, shareholders, representatives and other agents shall be entitled
to be exonerated and indemnified from time to time by the Debtors, Reorganized
PDI 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 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. Without limiting the generality of this
Section 12.2, all of the defendants in that action pending in the Superior
Court, State of Conn., bearing Docket Number CV-98-0417463S ("MacDonald Action")
shall be exonerated and indemnified by the Debtors, Reorganized PDI and/or the
Estates from time to time in a prompt and timely manner for any and all monies
which they pay or are required to pay by way of judgment or settlement or by way
of expenses actually and


                                       35
<PAGE>

reasonably incurred, including attorneys' fees, in defense of the MacDonald
Action. Expenses to be paid or reimbursed hereunder shall be paid or
reimbursed when and as incurred, in advance of the final disposition of the
MacDonald Action.

     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.
Notwithstanding the foregoing, nothing contained herein shall preclude the
enforcement of the Plan, or any payments or distributions contemplated therein
or in any motion approved in connection with the Plan related to directors of
the Debtors or Reorganized PDI.

13.  JURISDICTION


                                       36
<PAGE>


     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;

          (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;


                                       37
<PAGE>

          (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;

          (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


                                       38
<PAGE>

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. Property of each
of the Debtors' estates, which shall vest in Reorganized PDI shall include,
without limitation, all rights and interests in, to and under all patents,
trademarks, patents and trademark applications, trade names, licenses,
copyrights and inventions used in the business acquired from Constant Power,
Inc., Penril Datacomm Networks, Inc., Technipower, Inc., and/or Genrad, Inc.
including the trade name "Technipower" and the trademark "Variac".


                                       38
<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


                                       40
<PAGE>

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 claim discharged.

     15.3 DISCHARGE OF CLAIMS. Except as otherwise provided herein or in the
Confirmation Order, (a) 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, (b) all existing claims against
either of the Debtors shall be deemed to be satisfied, discharged, and released
in full upon the Effective Date, and (c) 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


                                       41
<PAGE>

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 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


                                       42
<PAGE>

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.

     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.


                                       43
<PAGE>

          (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.


     Dated this 23rd day of January, 2001.

                             POWER DESIGNS, INC. and
                             PDIXF ACQUISITION CORPORATION



                         By: /s/
                             ------------------------------------------
                              Anthony Intino
                              President of Power Designs, Inc.
                              and President
                              of PDIXF Acquisition Corporation


                                       44