EXHIBIT 99.2



            First Amendment to Asset Purchase Agreement

      THIS AGREEMENT is made on this _______ day of June,  2001, by
and between PG. Design  Electronics,  Inc.  ("Seller"),  a Delaware
corporation,  whose  principal  place of  business  is  located  at
48700 Structural  Drive,  Chesterfield,  Michigan 48051,  Heartland
Technology,  Inc., a Delaware  corporation,  whose  principal place
of business  is located at 330 North  Jefferson  Court,  Suite 305,
Chicago,  Illinois  60661  ("Shareholder"),   Trilogy  Electronics,
L.L.C., a Michigan limited liability company  ("Purchaser"),  whose
principal  place  of  business  is  located  at 1731  Harmon  Road,
Auburn Hills,  Michigan 48326,  and Trilogy  Technologies,  Inc., a
Michigan   corporation,   whose  principal  place  of  business  is
located  at  1731  Harmon  Road,   Auburn  Hills,   Michigan  48326
("Trilogy").

      1.   The parties  hereto  agree to amend and restate  Section
4.2 of the  Asset  Purchase  Agreement  among  the  parties  hereto
dated June 1, 2001 ("Asset Purchase Agreement") as follows:

           4.2  Membership  Interest  Assignment;   Security
      Interest.   To  secure   Purchaser's   payment   of  the
      Purchase  Price  identified  in Section  4.1 above,  and
      Purchaser's   obligations   to  make   the   installment
      payments  due  under  Section  2.1  above  (collectively
      "Purchaser's  Secured  Obligations"),   Purchaser  shall
      cause to be  pledged  to  Seller at  Closing  membership
      interests of Purchaser  representing  forty-nine percent
      (49%)  of  the   issued   and   outstanding   membership
      interests of Purchaser ("Membership  Interests"),  which
      Membership  Interests shall remain  non-certificated and
      shall be subject to a first priority  security  interest
      granted  to  Seller  pending   Purchaser's   payment  of
      Purchaser's Secured Obligations,  all in accordance with
      the  terms and  conditions  of the  Membership  Interest
      Pledge Agreement attached hereto as Exhibit "D".

           To  secure   Purchaser's   payment  of  Purchaser's
      obligations  to  Seller  under  Section  4.3  below,  at
      Closing,  Purchaser shall grant Seller a junior security
      interest   in  and  to  all  of   Purchaser's   personal
      property,  all in accordance  with a security  agreement
      in substantially the form as attached hereto as Exhibit
      "L".  Further,   to  perfect  such  security   interest,
      Purchaser  shall  execute  and deliver to Seller a UCC-1
      Financing   Statement  in  substantially   the  form  as
      attached hereto as Exhibit "M".

      2.   Except as modified herein,  the Asset Purchase Agreement
shall continue in full force and effect.

      IN WITNESS WHEREOF,   the  parties  have  hereunto  set their
hands as of the date first above written.

Purchaser:                          Seller:
Trilogy Electronics, L.L.C.         PG Design Electronics, Inc.


By:____________________________     By:____________________________
      Terrence W. Bishop
Its:  Authorized Member             Its: Chairman


Shareholder:                        Trilogy:
Heartland Technology, Inc.          Trilogy Technologies, Inc.


By:____________________________     By:____________________________

Its:___________________________     Its:___________________________