STOCKHOLDERS' AGREEMENT

                                                                    EXHIBIT 10.7


                                AMENDMENT TO THE

                              AMENDED AND RESTATED

                            STOCKHOLDERS' AGREEMENT


         This Amendment dated September 22, 2003 (the "Amendment") amends the
Amended and Restated Stockholders' Agreement by and among Xxxxxxxx Xxxxxxxx,
Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxx, Performance Control, LLC, Summit
Energy Ventures, LLC and Power Efficiency Corporation dated June 14, 2002 (the
"Agreement").

         WHEREAS, the parties to this Amendment executed the Agreement on June
14, 2003;

         WHEREAS, the parties to this Amendment desire to remove Xxxxxxx Xxxxxxx
as a party to the Agreement;

         NOW, THEREFORE, in consideration of the terms and conditions herein
contained, the parties hereto mutually agree as follows:

         1)       Xxxxxxx Xxxxxxx is hereby removed as a party to the Agreement;

         2)       The terms of the Agreement shall continue in full force and
                  effect as if the Agreement was originally executed without
                  Xxxxxxx Xxxxxxx as a party;

                    [Signature page to immediately follow.]




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on the date first written above.

PERFORMANCE CONTROL, LLC                     POWER EFFICIENCY CORPORATION

By:                                          By:
   --------------------------------             --------------------------------
   Xxxxxxx Xxxxx, Managing Member               Xxxxxxx Xxxx, President


SUMMIT ENERGY VENTURES, LLC

By: Northwest Power Management, Manager

    By:
       ---------------------------
       Xxxxxx Xxxxxxxx, President



-----------------------------------          -----------------------------------
Xxxxxxx Xxxxxx, Individually                 Xxxxxxxx Xxxxxxxx, Individually
0000 Xxxxxxxx Xxx                            0000 000xx Xxxxxx
Xxxxxxxxxxx, XX 00000                        Xxxxxxx, XX 00000



-----------------------------------          -----------------------------------
Xxxxxx Xxxxx, Individually                   Xxxxxxx Xxxxxxx, Individually
0000 Xxxxxxx Xxxx Xxxx                       0000 Xxx Xxxxxx Xxxxx
Xxxxxxxxxx Xxxx, XX 00000                    Xxx Xxxxx, XX 00000





Signature page to the Amendment to the Amended and Restated Stockholders'
Agreement dated September 22, 2003.