EXHIBIT 99.3



           Second Amendment to Asset Purchase Agreement

      THIS AGREEMENT   is made on this 12th 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
3(a) of the  Asset  Purchase  Agreement  among the  parties  hereto
dated June 1, 2001 ("Asset Purchase Agreement") as follows:

           3.   Assumed Liabilities.

                (a)  Seller   and   Shareholder   agree   that
      Purchaser  assumes no  liabilities  of  Seller,  whether
      accrued,  absolute,   contingent,   known,  unknown,  or
      otherwise,  except for the following  liabilities  which
      for purposes of this  Agreement  shall be referred to as
      "Assumed  Liabilities":  (i) those  trade  payables  and
      other liabilities  specifically  identified on Schedule
      3, and such  changes  in the  amount  of those and other
      trade  payables  and  other   liabilities  that  may  be
      specified  on an  updated  Schedule  3  which  shall  be
      delivered  by Seller  to  Purchaser  immediately  before
      Closing,   all  of  which  are  subject  to  the  rights
      afforded  Purchaser pursuant to Section 6.18 below; (ii)
      any   executory   obligations   of  Seller's   continued
      performance  arising in the ordinary  course of business
      under  any  contracts  and  commitments   identified  on
      Schedule 3, as updated in  accordance  with this Section
      3,  that are  performable  or  payable  on or after  the
      Closing  Date  including,  but not limited to,  Seller's
      obligations  under  the  Agreements,   Licenses  and  as
      tenant  under  the  lease  of  the  Real  Property  with
      Vincent  Palazzolo  and  Sara  Palazzolo,  as  landlord,
      dated  December  23,  1993,  as amended  ("Lease");  and
      (iii)  Seller's  loan   repayment   obligations  to  its
      lender, Wells Fargo Business Credit.

      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:___________________________