<PAGE>

                                                                     Exhibit 99

                              Exhibit A


                  UNITED STATES BANKRUPTCY COURT
                  FOR THE DISTRICT OF CONNECTICUT


--------------------------------
In re:                          )    CHAPTER 11
                                )  
POWER DESIGNS, INC. and         )    CASE NOS. 98-50117
PDIXF ACQUISITION CORPORATION   )              98-50118
                                )    Jointly Administered
                                )
   Debtors-in-Possession        )    MAY 12, 1998
--------------------------------


                     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, which has 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 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 listed in either of 
the Debtor's Schedules filed


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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 HAYES. Means the Allowed Secured Claim of 
Hayes determined in accordance with Section 11.1 of the Plan.

     2.5 ALLOWED SECURED CLAIM OF INVERNESS. Means the Allowed Secured Claim 
of Inverness determined in accordance with Section 11.1 of this Plan.

     2.6 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

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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, or an 
Allowed Claim that either of the Debtors has agreed to treat 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.

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

    2.8  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. 

    2.9  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), 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 Captial 
Company LLC ($50,000), Steven Grapstein ($100,000), Ray Ingleby ($100,000), 
Marshall Manley ($100,000), Curran Partners ($100,000), John D.

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Shepherd ($100,000), and Phyllis and Howard Silverman ($200,000) or their 
respective assignees.

    2.10 CASH. Means currency of the United States of America, or checks 
payable in immediately available funds of such currency.

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

    2.12 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.

    2.13 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.

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

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

    2.16 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.

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


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

     2.19 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).

     2.20 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.

     2.21 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.

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     2.22 EFFECTIVE DATE. Means the first business day occurring after the 
90th day after the entry of the Confirmation Order or as such other date that 
the Bankruptcy Court shall set forth in the Confirmation Order.

     2.23 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.

     2.24 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.

     2.25 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.).

     2.26 HAYES' PERCENTAGE. Means that percentage equal to (1) the sum of 
the Allowed Secured Claim of Hayes less $300,000 divided by (2) the total 
value of the Reorganized PDI common stock.

     2.27 HAYES SECURED NOTE. Means that certain promissory note in the 
original principal amount of $300,000. The Hayes Secured Note shall be 
provided for equal monthly payments of principal and interest based on a 
seven year amortization and interest calculated at the rate of 10% per annum. 
The Hayes Secured Note shall mature on the


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fifth (5) anniversary of the Effective Date. The Hayes Secured Note shall be 
secured by a second Lien on all the assets of Reorganized PDI provided such 
lien shall be junior and subordinate to the liens given herein to secure the 
Working Capital Note and Inverness Secured Note.

    2.28  INVERNESS PERCENTAGE. Means that percentage equal to: (1) the sum 
of amount of the Allowed Secured Claim of Inverness LESS $2,100,000 divided by 
(2) the Total Value of the Reorganized PDI Common Stock.

    2.29  INVERNESS SECURED NOTE. Means that certain Secured Promissory 
Note in the original principal amount equal to $2,100,000. The Inverness 
Secured Note shall be provided for monthly payments of interest only at the 
rate of 10% per annum for the first two years following 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 to the Lien 
given herein to secure the Working Capital Note.  

    2.30  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.

    2.31 NOTEHOLDERS.  Means the holders of the Subordinated Notes including 
Equitas L.P. ($700,000), Lois Horn ($140,000), Antoinette Rose ($60,000), 
Thomas O'Grady

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($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.

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

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

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

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

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

    2.37 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.

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

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

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     2.40 SUBORDINATED BRIDGE NOTES. Means those certain Subordinated 
Promissory Notes of PDI in the aggregate original principal amount of 
$1,653,500.00 and bearing interest at the rate of 10% per annum.

     2.41 SUBORDINATED NOTES. Means those certain Subordinated Promissory 
Notes of PDI dated October 9, 1996 in the aggregate original principal amount 
of $1,087,415.38.

     2.42 TOTAL VALUE OF THE REORGANIZED PDI COMMON STOCK. Means $4,850,000 
or such other amount that the Bankruptcy Court determines as the aggregate 
value of the Reorganized PDI Common Stock.

     2.43 WORKING CAPITAL NOTE. Means that certain Revolving Credit Agreement 
in the original principal amount of up to $500,000. The Working Capital Note 
shall bear interest at the best rate available to Reorganized PDI on the 
Effective Date. The Working Capital Note shall be secured by a first Lien on 
all of Reorganized PDI's assets.

3.  ADMINISTRATIVE AND TAX PRIORITY CLAIMS

    3.1  ADMINISTRATIVE CLAIMS. 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, certain post-petition employee

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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 October 1, 1998 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 
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 rather will be treated as Allowed Unsecured Claims.


                                       11

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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 Secured Claims of Hayes.

         CLASS 2A. The Allowed Unsecured Claim of Hayes against PDI.
         CLASS 2B. The Allowed Secured 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. 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 3A and 
Class 3B 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 the Allowed Secured Claim of 
Inverness the following:

         a) the Inverness Secure Note; and

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

    6.2  CLASS 2. On the Effective Date, Hayes shall receive in satisfaction 
of the Allowed Secured Claim of Hayes the following: (a) the Hayes Secured 
Note and (b) that number of shares of Reorganized PDI Common Stock equal to 
2,000,000 x Hayes Percentage.

    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, the holders of Allowed Claims in Class 4A 
and Class 4B shall receive their Pro Rata Share of that number of Reorganized 
PDI Common Stock equal to 2,000,000, less that number of shares distributed 
to Inverness and Hayes in accordance with Sections 6.1 and 6.2 above.

    6.5  CLASS 6. 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 7. All Allowed Equity Interest in PDIXF Acquisition 
Corporation shall be deemed cancelled as of the Effective Date and holders of 
such Equity Interest shall not receive any distribution on account of such 
Equity Interests.


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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.

    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 a provision prohibiting the issuance of non-voting 
equity securities.

    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 board. Notwithstanding anything to the contrary 
in the Certificate of Incorporation or By-laws or Delaware law, the initial 
board of directors of Reorganized PDI shall serve for a period of two years 
following the Effective Date. Thereafter, the board of directors of 
Reorganized PDI shall be elected in accordance with the Reorganized PDI 
Certificate of Incorporation and Delaware law.


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         MANAGEMENT DESIGNEE.

         (1) Initially, Melvin Becker Vice President of Operations until a 
             Chief Executive Officer is retained by Reorganized PDI.

         INVERNESS DESIGNEES.

         (2) Gary Laskowski and Jonathan Betts or such other persons 
             designated by Inverness. 

         NOTEHOLDERS' DESIGNEE.

         (1) Shannon LeRoy.

         BRIDGE NOTEHOLDERS' DESIGNEES.
 
         (2) Raymond E. Joslin and one other person selected by a majority in 
             amount of the Bridge Noteholders. 

         DIRECTOR LOANHOLDERS' DESIGNEE.

         (1) Robert Sparacino.

    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.

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    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 authorized, 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 
preemptive rights to acquire shares of Reorganized PDI Common Stock. 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"

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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 issued and outstanding 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 7.11 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


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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 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. 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.


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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 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

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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 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.

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    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 subordinated to Inverness PROVIDED such holder 
votes to accept this Plan. As to any such holder not voting to accept this 
Plan, their respective distribution will be made in accordance with the 
subordination rights of Inverness.

    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. For two years following the Effective Date, 
any Unclaimed Distributions, including any interest or dividends as may have 
been paid on

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<PAGE>

account of any Unclaimed Distributions of Reorganized PDI Common Stock, but 
not interest on Cash, shall be held in the Claims Reserve solely for the 
benefit of the holders of the Allowed Claims that have failed to claim such 
property. Upon presentation of proper and satisfactory proof of identity by a 
holder of an Allowed Claim, its Unclaimed Distribution shall be delivered to 
the holder. At the end of two years following the Effective Date, (a) the 
holders of Allowed Claims theretofore entitled to any Unclaimed Distribution 
shall cease to be entitled to such distribution; and (b) such Unclaimed 
Distributions shall become the property of Reorganized PDI.

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

    11.1 DETERMINATION OF ALLOWED SECURED CLAIMS. Pursuant to Rule 3012 of 
the Bankruptcy Rules, the Bankruptcy Court shall determine, prior to or in 
conjunction with Confirmation of the Plan, the value of the Debtors' assets 
and the amounts of the Allowed Secured Claim of Inverness and the Allowed 
Secured Claim of Hayes. The Court shall attribute the value of the collateral 
in order to determine the Allowed amount of the Allowed Secured Claim of 
Inverness and the Allowed Claim of Hayes as follows: (i) the value of PDI's 
assets to the Allowed Secured Claim of Inverness; (ii) the first $1,500,000 
of value of PDIXF'S assets to the Allowed Secured Claim of Inverness; (iii) 
the value of PDIXF's assets in excess of $1,500,000 and up to the Allowed 
Claim of Hayes to Allowed Secured Claim of Hayes; and (iv) the balance of the 
value of PDIXF's assets exceeding the


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<PAGE>

sum of $1,500,000 and the Allowed Claim of Hayes to the Allowed Secured Claim 
of Inverness.

    11.2  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 motion to compromise and settle all claims of the Debtors against 
Inverness. Inverness shall be deemed to have an Allowed Claim of 
$7,259,019.02 as of the Petition. Further, Inverness will be entitled to 
interests and costs as allowed by Section 506 of the Code if any of its 
obligations are oversecured. A portion of Inverness' Allowed Claim will be 
considered an Allowed Secured Claim as determined pursuant to Section 11.1 of 
this Plan. The balance of Inverness' Allowed Claim not treated as an Allowed 
Secured Claim will be deemed an Allowed Unsecured Claim.

    11.3 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.

    11.4 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.

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<PAGE>

    11.5 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.

    11.6 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.

    11.7 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.

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<PAGE>

12.  JURISDICTION

    12.1 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;

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<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 Debtor's 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.

13.  MODIFICATION.

    13.1 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

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<PAGE>

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.

14.  DISCHARGE.

     14.1 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.

          (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.

     14.2 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 Section 502(g), 
502(h), or 502(i) of the Code,

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<PAGE>

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 judgement 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 claim discharged.

    14.3  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.


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<PAGE>

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

    15.1 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.

16.  GENERAL PROVISIONS

    16.1 POST-CONFIRMATION ACTIONS. Nothing herein contained shall prevent 
the Debtors from taking such actions 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.

    16.2 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.


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<PAGE>

    16.3 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.

    16.4 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.

    16.5 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.

    16.6 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, request and demands for payments shall be addressed and 
sent, postage prepaid, or delivered as follows:


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<PAGE>

    (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.



Respectfully submitted this 12th day of May, 1998.



                                       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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