AMENDMENT
TO SHARE ACQUISITION AGREEMENT made December 2, 1999
THIS AMENDMENT dated December 10, 1999, to a Share Acquisition
agreement between Performance Technologies, Incorporated, 3688283 Canada Inc.,
MicroLegend Telecom Systems Inc., ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. Cable dated
December 2, 1999 (the "Acquisition Agreement").
1. The parties hereto agree to amend the Acquisition Agreement as follows:
(a) Delete from Section 4.5 the following from the definition of
"Financial Statements": "and for the nine months ended
September 30, 1999".
(b) Delete Section 6.14 in its entirety.
2. The parties expressly agree that the delivery of the Pre-Closing Balance
Sheet shall not be a condition of Closing.
3. The parties expressly agree that no party may rely on any Pre-Closing
Balance Sheet that may have been delivered or reviewed by any party.
4. The parties agree that Section 10.2(e) and (f) shall be amended as
follows: any reference to a claim of indemnity for damages of "an
aggregate amount of which exceeds $150,000 plus the amount if any, by
which the Tangible Net Worth exceeds $1,700,000" shall be replaced by
"$327,000".
5. All dollar amounts referred herein are in "U.S. Dollars".
6. All initially capitalized terms which are not identified herein shall
have the meanings attached to them in the Acquisition Agreement.
7. Article 12 of the Acquisition Agreement is incorporated herein by
reference.
8. Except to the extent modified hereby, the Acquisition Agreement remains
in full force and effect.
PERFORMANCE TECHNOLOGIES, INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President, Chief Executive
Officer and Director
3688283 Canada Inc.
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice-President
MicroLegend Telecom Systems Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. CABLE
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▇▇▇▇▇▇▇▇ ▇. Cable
President
MicroLegend Telecom Systems Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Amended Registration Statement on Form
S-3/A of our report dated February 12, 1999 relating to the consolidated
financial statements of Performance Technologies, Inc., which appears in such
Amended Registration Statement. We also consent to the reference to us under the
heading "Experts" in such Amended Registration Statement.
/s/ PricewaterhouseCoopers LLP
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Rochester, NY
January 28, 2000