Exhibit 10.1

                                  as of May 153, 2000

Fleet National Bank   Bank of New           Sovereign Bank
1155 Elm Street       Hampshire             50 Rowes Wharf-Suite
Manchester, NH 03101  333 State Street      430
Attn: Daniel D.       Portsmouth, NH 03801  Boston, MA 02110
   Butler,            Attn: David D.         Attn: Steven P.
   Authorized             McGraw,               Kanarian, Senior
   Officer                Vice President        Vice President

Fleet National Bank   Key Corporate
f/k/a BankBoston,     Capital
N.A.                  One Canal
100 Federal Street    Plaza-Sixth Floor
Boston, MA 02110      Portland, ME 04101
Attn: Daniel D.       Attn: Mark
   Butler,               Kleinhaut,
   Authorized            Vice President
   Officer

    Re:    Second Amendment to Forbearance Agreement and Credit
Agreement

Gentlemen:

      Reference is made to that Forbearance Agreement made as  of
the  24th  day  of  January, 2000, as amended  (as  amended,  the
"Agreement")  by and between, on one hand, WPI GROUP,  INC.,  WPI
ELECTRONICS, INC., WPI MAGNETEC, INC., WPI MICRO PALM, INC.,  WPI
POWER  SYSTEMS,  INC.,  WPI  OYSTER TERMIFLEX,  INC.,  WPI  MICRO
PROCESSOR  SYSTEMS, INC., WPI DECISIONKEY, INC., WPI  UK  HOLDING
II, INC., WPI OYSTER TERMINALS, INC., WPI INSTRUMENTS, INC., each
a New Hampshire corporation, WPI HUSKY TECHNOLOGY, INC. f/k/a WPI
Husky  Computers, Inc., a Florida corporation (collectively,  the
"Borrowers"),  FLEET  NATIONAL  BANK  f/k/a  Fleet  Bank-NH,  KEY
CORPORATE  CAPITAL INC., SOVEREIGN BANK, BANK OF  NEW  HAMPSHIRE,
FLEET NATIONAL BANK f/k/a BankBoston, N.A. (each, individually, a
Lender, and collectively, the "Lenders"), and FLEET NATIONAL BANK
f/k/a Fleet Bank-NH, as Agent for the Lenders (the "Agent"),  and
the  Credit  Agreement  dated as of  August  3,  1998  among  the
Borrowers,  the  Agent, and the Lenders.  All  capitalized  terms
used  herein  that are not otherwise specifically defined  herein
shall  have  the  meanings given such terms  in  the  Forbearance
Agreement.

      The  Borrowers  have  requested  that  Lenders  extend  the
Forbearance  Period  under the Agreement, and  the  Lenders  have
agreed  to  do  so,  on the terms and subject to  the  conditions
hereof.

  1. Acknowledgment of Obligations.

     (a)  By Borrowers.  Each Borrower hereby acknowledges that it is
unconditionally liable to the Lenders for the full and  immediate
payment of each of the obligations set forth at Schedule A hereto
and   incorporated  herein  by  reference,  plus  all  reasonable
attorneys' fees and costs of collection incurred or that  may  be
incurred in connection with such obligations by the Agent or  the
Lenders,  and Borrowers are unconditionally liable to Lenders  to
pay  and  perform  each of the other liabilities and  obligations
that  may  now  or  hereafter arise under the  various  documents
executed  or delivered by any Borrower evidencing or relating  to
such    obligations   (collectively,   the   "Loan    Documents")
(hereinafter  all  such  obligations  are  referred  to  as   the
"Obligations"),   and  that  no  Borrower   has   any   defenses,
counterclaims or set-offs with respect to the full and  immediate
payment  of  any  or  all Obligations.   To  the  best  of  their
knowledge  and  without providing any opinion  as  to  any  legal
issue,  each Borrower hereby acknowledges and agrees that all  of
the  Obligations,  and  each of them, are secured  by  valid  and
perfected, first priority liens and security interests in all  of
the  Collateral enforceable against the Borrowers  in  accordance
with their terms, provided, however, that each Borrower covenants
and  agrees  that,  to  the extent that the Obligations  are  not
secured by valid and perfected, first priority liens and security
interests  in  all  of  the  Collateral enforceable  against  the
Borrowers in accordance with their terms,  the Borrowers shall at
their expense and upon Agent's request, duly execute and deliver,
or  cause to be duly executed or delivered, to Agent such further
instruments and do and cause to be done such further acts as  may
be  necessary or proper in the reasonable opinion of the Agent to
cause  such  Obligations to be secured by  valid  and  perfected,
first  priority  liens  and security  interests  in  all  of  the
Collateral  enforceable against the Borrowers in accordance  with
their terms.

      (b)   No  Further  Commitments by  Lender.   The  Borrowers
further  acknowledge that the Agent and Lenders have no  existing
commitments,  obligations or agreements  to  advance  credits  or
loans  or  make  other financial accommodations to the  Borrowers
except  as  may  be  specifically set forth  in  the  Forbearance
Agreement, as modified by this Amendment.

  2. Amendments.

       (a)    Extension  of  Forbearance  Period.  Section   5(a)
(Forbearance  and Subordinated Indebtedness) of  the  Forbearance
Agreement is hereby amended to replace the date "May 3, 2000"  as
it appears therein with the date "June 30, 2000" in lieu thereof.

      (b)   Subsidiary Obligors.  Section 10.2 of the Forbearance
Agreement  is hereby stricken and deleted and replaced  with  the
following:

          "10.2      Cwmbran  Property.   On  the  date   of
          execution  of the Second Amendment to  Forbearance
          Agreement  and  Credit  Agreement,  the  Borrowers
          shall cause the Net Transfer Payments of any sale,
          transfer,  lien, or conveyance of any real  estate
          owned  by  any  subsidiary of any Borrower  to  be
          distributed  to  the  Agent,  for  application  as
          follows:

          (a)     $739,848.85 (as of May 15, 2000, exclusive
            of    $127,629.99   of   Incremental    interest
            attributable  to increasing the applicable  rate
            to  the  Default Rate from and after August  22,
            1999)  for  application to  accrued  but  unpaid
            interest on the Loans;

          (b) $24,657.73, as payment of the late charges due from
            the Net Transfer Proceeds of the sale of the real
            estate in Cwmbran, Wales (described above);

          (c)     $100,000, as payment of the Amendment  Fee
            payable   under  the  Amendment  to  Forbearance
            Agreement  and  Credit  Agreement  dated  as  of
            March 31, 2000;

          (d)      $100,000,  as  payment  of   the   Second
            Amendment   Fee   payable   under   the   Second
            Amendment  to Forbearance Agreement  and  Credit
            Agreement dated as of May 3, 2000;

          (e)     $100,000, as payment of the 2000  Reserve,
            as  further defined in Section 4 below,  payable
            under   the   Second  Amendment  to  Forbearance
            Agreement and Credit Agreement dated as  of  May
            3, 2000;

          (f)    $17,000, as reimbursement for the fees of
            counsel to the Agent;

          (g)    $56,178, as reimbursement for the fees of
            counsel to the Borrowers;

          (hg) $48,404.53, as reimbursement for the fees of the
            consultant to the Agent; and

          (ih)    $994,318.62913,482.89, for application  to
            the  principal amount outstanding  on  the  Term
            Loans, distributed between Term Loan A and  Term
            Loan  B on a pro rata basis (52.18% to Term Loan
            A  in  reverse order of maturity and  47.82%  to
            Term Loan B in reverse order of maturity).

          The  Borrowers  shall deliver a certified  written
          statement  in  form and substance satisfactory  to
          the  Agent demonstrating how the amount of the Net
          Transfer Payments was calculated."

  3. Amendment Fee.  The Borrowers acknowledge and agree that, as
consideration  for  the  Agent's  and  Lenders'  agreements   and
commitments  hereunder, the Borrowers shall pay an amendment  fee
in  the  amount of $200,000 (the "Second Amendment Fee")  to  the
Agent  on the Forbearance Termination Date, for distribution  pro
rata  to  the  Lenders  in accordance with the  amount  of  their
Commitments, which fee shall be fully earned as of the  execution
of this Amendment by the Agent and each of the Lenders. The first
$100,000  of  the Second Amendment Fee (the "Unconditional  First
InstallmentSecond Amendment Fee") shall be payable from  the  Net
Transfer  Proceeds  of the sale of the real  estate  in  Cwmbran,
Wales  (as described above) as of the execution of this Amendment
by the Agent and each of the Lenders, in addition to the $100,000
Amendment  Fee  (as  defined  in  the  Amendment  to  Forbearance
Agreement  and Credit Agreement dated as of March 31,  2000.  The
second  $100,000 portion of the Second Amendment Fee not  payable
from the Net Transfer Proceeds of the sale of the real estate  in
Cwmbran,   Wales  (the  "Second  Installment"Conditional   Second
Amendment  Fee)  shall be payable on the Forbearance  Termination
Date, for distribution pro rata to the Lenders in accordance with
the  amount of their Commitments. In the event that the Borrowers
are  able  to  reduce the Lenders' aggregate outstandings,  on  a
permanent basis, to less than or equal to $15,000,000, by  on  or
before  the first to occur of: (a) Forbearance Termination  Date;
or  (b)  June  30, 2000, the Lenders shall waive payment  of  the
Conditional Second Amendment FeeSecond Installment.

  4. Line of Credit Reserve.  The Borrowers agree that the
Reserves under the Credit Agreement shall include, in addition to
any other Reserves established thereunder, a reserve of $100,000
(the "2000 Reserve").  The 2000 Reserve will be released only on
June 1, 2000, to permit the Borrowers to pay a portion of the
interest payment under the Credit Agreement that is due on June
1, 2000.  The 2000 Reserve will not be released if the Borrowers
have not obtained, prior to June 1, 2000,  written commitments in
form and substance satisfactory to the Lenders, from third
parties to purchase at least $15,000,000 in equity in WPI Group
or indebtedness of WPI Group that is to be subordinated to the
Obligations owed by the Borrowers to the Agent and the Lenders.
The Agent and the Lenders shall have no obligation to make the
2000 Reserve available for loans unless the Borrowers have
satisfied all other conditions precedent to obtaining such loans.

  5. Denomination of Payments.  The Borrowers may make all
payments required hereunder in British Pounds.  With respect to
the Net Transfer Payments for the sale of the Cwmbran property,
the Borrowers shall remit a fixed amount of 1,372,269 British
Pounds.  The exchange rate to be applied thereto to determine the
amount of such payment in United States Dollars for the purposes
of this Amendment shall be equal to $1.53 per British Pound, or,
alternatively, if so chosen by the Lenders in their sole and
absolute discretion, the daily exchange rate between United
States Dollars and British Pounds as quoted in the Currency
Trading table of The Wall Street Journal for the day on which
such payment is received by the Lenders.

   65.     Release of Claims.  As of the date of the execution of
this  Amendment,  each  Borrower  hereby  releases,  waives,  and
forever    relinquishes   all   claims,   demands,   obligations,
liabilities  and  causes of action of whatever  kind  or  nature,
whether known or unknown, which it has, may have, or might assert
against  Agent  or  any Lender and/or their  respective  parents,
affiliates, participants, officers, directors, employees, agents,
attorneys,  accountants,  consultants,  successors  and  assigns,
directly  or indirectly, arising out of, based upon,  or  in  any
manner  connected with (i) any transaction, event,  circumstance,
action, failure to act or occurrence of any sort or type, whether
known or unknown, which occurred, existed, was taken or permitted
prior  to  the  execution of this Agreement with respect  to  the
Obligations, the Loan Documents and/or the administration thereof
or   the  obligations  created  thereby;  (ii)  any  discussions,
commitments,  negotiations, conversations or communications  with
respect  to the refinancing, restructuring or collection  of  any
Obligations; or (iii) any thing or matter related to any  of  the
foregoing.   The  inclusion of this paragraph in this  Amendment,
and the execution of this Amendment by the Agent and the Lenders,
does  not constitute an acknowledgment or admission by the  Agent
or  any  Lender of liability for any matter, or a precedent  upon
which liability may be asserted.

  76.     Conditions Precedent.  The obligation of the Lenders to
enter  into  this  Amendment is subject to  satisfaction  of  the
condition precedent that the Borrowers shall execute and deliver,
or cause to be executed and delivered to Lender, the following on
or before the date hereof:

            i.    This  Amendment,  executed  by  all  Borrowers,
together with all schedules and exhibits hereto;

          ii.   Receipt  of  the  portion  of  the  Net  Transfer
Payments  received from the sale of the real estate  in  Cwmbran,
Wales,  as  required by Section 10.2 of the Forbearance Agreement
(as  amended hereby), together with a certified written statement
in form and substance satisfactory to the Agent demonstrating how
the amount of the Net Transfer Payments was calculated;

          iii.   evidence  that  the  execution,   delivery   and
performance  of this Amendment and the Forbearance  Agreement  by
the   Borrowers  have  been  duly  authorized  by  all  necessary
corporate  action,  including  incumbency  certificates  of  each
Borrower,  with authorizing resolutions and certified  copies  of
articles  of organization and by-laws, all in a form satisfactory
to the Agent and all Lenders and their counsel;

          iv.  evidence of insurance coverage required by Section
14(e)(iv) of the Forbearance Agreement;

          v.   evidence of payment of all outstanding property
taxes;

          vi.   an  opinion of counsel satisfactory to the  Agent
     and  the  Lenders  that this Amendment and  the  Forbearance
     Agreement   represents  the  legal,   valid,   and   binding
     obligation  of  the Borrowers, enforceable against  them  in
     accordance with its terms; and

            vii.  payment  of  all  of  the  Lender's  reasonable
attorney's  and consultant's fees through the date  of  execution
hereof.

   87.   Confirmation of Representations and  Warranties.    Each
representation  and warranty contained in the Amendment  and  the
other   Loan  Documents  remains  accurate,  complete   and   not
misleading in any material respect on the date of this Amendment,
except  for representations and warranties that explicitly relate
to  an earlier date.  Each Borrower acknowledges and agrees  that
it  is  unconditionally liable for the full, prompt and  complete
performance and payment of all Obligations arising under the Loan
Documents  or  otherwise,  without  defenses,  counterclaims   or
setoffs  of  any kind or nature.  The Agent and the  Lenders,  by
entering  into  this  Amendment, do  not  waive  any  rights  and
remedies  they  may have under the Loan Documents  or  otherwise,
including,  without  limitation, arising or  resulting  from  any
existing Default or Event of Default, and all of such rights  and
remedies are hereby expressly reserved.

   98.  Authority. Each Borrower represents and warrants that  it
is  a  corporation duly organized and in good standing under  the
laws  of its state or other jurisdiction of incorporation and  is
duly  qualified as a foreign corporation and in good standing  in
all states or other jurisdictions where the nature and extent  of
the  business  transacted by it or the ownership of assets  makes
such  qualification necessary, except for those jurisdictions  in
which the failure to so qualify would not have a material adverse
effect  on  the  financial  condition, results  of  operation  or
businesses  of  such  Borrower or the rights  of  the  Agent  and
Lenders hereunder or under any of the other Loan Documents.  Each
Borrower represents and warrants that the execution, delivery and
performance of this Amendment is within the corporate  powers  of
such   Borrower,  has  been  duly  authorized  and  are  not   in
contravention  of  law  or  the  terms  of  the  certificates  of
incorporation, by-laws, or other organizational documentation  of
such  Borrower,  or  any indenture, agreement or  undertaking  to
which  such Borrower is a party or by which such Borrower or  its
property  are  bound. Each Borrower represents and warrants  that
this   Amendment  constitutes  the  legal,  valid   and   binding
obligation  of the Borrowers enforceable in accordance  with  its
terms.

   109.  Miscellaneous.  This Amendment shall be deemed to  be  a
Loan    Document.    This   Amendment   supersedes   all    prior
correspondence  and  discussions relating to the  subject  matter
hereof.  This Amendment shall be governed and construed under the
laws  of  the State of New Hampshire and is subject  to  all  the
rights and waivers, including the waiver of jury trial, set forth
in  the  Loan  Documents.  Except as expressly set forth  herein,
each  Borrower  confirms that the Loan Documents  have  not  been
amended  or  modified and, as amended hereby,  continue  in  full
force and effect.

    11.   Counterparts.   This  Agreement  may  be  executed   in
counterparts each of which shall be an original and all of  which
taken together shall constitute one and the same document.


     Executed as an instrument under seal by the parties or their
respective duly authorized officers as of the date first  written
above.

                              BORROWERS:

                              WPI GROUP, INC.
                              WPI POWER SYSTEMS, INC.,
                              WPI MAGNETEC, INC.
                              WPI ELECTRONICS, INC.,
                              WPI OYSTER TERMIFLEX, INC.,
                              WPI MICRO PALM, INC.
                              WPI MICRO PROCESSOR SYSTEMS, INC.
                              WPI DECISIONKEY, INC.,
                              WPI UK HOLDING, INC.,
                              WPI UK HOLDING II, INC.,
                              WPI OYSTER TERMINALS, INC.,
                              WPI HUSKY TECHNOLOGY, INC., and
                              WPI INSTRUMENTS, INC.

____________________________  By: /s/ John Allard
____ Witness                     John Allard, for, on behalf of,
                                 and as Duly Authorized Officer
                                 or Agent of each of the above-
                                 named entities



                              AGENT AND LENDER:

                              FLEET NATIONAL BANK f/k/a Fleet
                              Bank-NH, as Agent and as a Lender

____________________________  By: /s/ Daniel D. Butler
____ Witness                     Name:_Daniel D. Butler
                                 Title:  _Banking Officer

                              OTHER LENDERS:

                              KEY CORPORATE CAPITAL INC.

____________________________  By: /s/ Mark KLeinhaut
____ Witness                     Name:_Mark Kleinhaut
                                 Title:  _Vice President


                              SOVEREIGN BANK

____________________________  By: /s/ Joseph Becker
____ Witness                     Name:_Joseph Becker

                                 Title:  _Senior Vice President

                              BANK OF NEW HAMPSHIRE

____________________________  By: /s/ David D. McGraw
____ Witness                      Name:_David D. McGraw
                                  Title:  _Vice President

                              FLEET NATIONAL BANK
                                 f/k/a BANKBOSTON, N.A.

____________________________  By: /s/ Daniel D. Butler
____ Witness                      Name:_Daniel D. Butler
                                  Title: Authorized Officer




                           SCHEDULE A

                   (Schedule of Obligations)*

Loans         Unpaid      Unpaid       Late      Incremental
              Principal   Interest     Charges   interest
              as of May   (other than  as of     attributable to
              15, 2000    the          May 15,   increasing the
                          incremental  2000      applicable rate
                          interest               to the Default
                          attributabl            Rate from and
                          e to                   after August
                          increasing             22, 1999, as of
                          the                    May 15, 2000
                          applicable
                          rate to the
                          Default
                          Rate from
                          and after
                          August 22,
                          1999) as of
                          May 15,
                          2000

Revolving     $4,480,848.87   $122,500.60  $8,685.16  $21,003.10
Loans
Swing Line    $0.00             $3,324.08    $168.03     $647.35
Loans
Term Loan A   $12,307,316.30  $314,342.35  $8,113.56   $55,298.63

Term Loan B   $11,279,594.39  $299,681.82  $7,690.98   $50,680.91

* Plus any attorneys' fees or other expenses subject to
reimbursement by the Borrowers, whether incurred before or after
the date hereof, and any subsequently accruing interest, costs,
fees, or charges, and all figures are subject to adjustments to
the Agent's or any Lender's records with respect to such
Obligations, including, without limitation, adjustments for
uncollected checks and misdirected credits.













Exhibit 10.2

                                  as of June 30, 2000

Fleet National Bank              Bank of New Hampshire
1155 Elm Street                  333 State Street
Manchester, NH 03101             Portsmouth, NH 03801
Attn: Daniel D. Butler,          Attn: David D. McGraw,
           Vice President            Vice President

Sovereign Bank                   Key Corporate Capital
50 Rowes Wharf-Suite 430         One Canal Plaza-Sixth
Boston, MA 02110                 Floor
Attn: Joseph Becker,             Portland, ME 04101
           Vice President        Attn: Mark Kleinhaut,
                                     Vice President

    Re:    Third Amendment to Forbearance Agreement and Credit
Agreement

Gentlemen:

      Reference is made to that Forbearance Agreement made as  of
the  24th  day  of  January, 2000, as amended  (as  amended,  the
"Agreement")  by and between, on one hand, WPI GROUP,  INC.,  WPI
ELECTRONICS, INC., WPI MAGNETEC, INC., WPI MICRO PALM, INC.,  WPI
POWER  SYSTEMS,  INC., WPI TERMIFLEX, INC. f/k/a  WPI  Termiflex,
Inc.,  WPI MICRO PROCESSOR SYSTEMS, INC., WPI DECISIONKEY,  INC.,
WPI  UK  HOLDING  II,  INC.,  WPI  OYSTER  TERMINALS,  INC.,  WPI
INSTRUMENTS,  INC., each a New Hampshire corporation,  WPI  HUSKY
TECHNOLOGY,  INC.  f/k/a  WPI Husky Computers,  Inc.,  a  Florida
corporation (collectively, the "Borrowers"), FLEET NATIONAL  BANK
f/k/a  Fleet Bank-NH, KEY CORPORATE CAPITAL INC., SOVEREIGN BANK,
BANK OF NEW HAMPSHIRE, FLEET NATIONAL BANK f/k/a BankBoston, N.A.
(each,  individually, a Lender, and collectively, the "Lenders"),
and  FLEET  NATIONAL BANK f/k/a Fleet Bank-NH, as Agent  for  the
Lenders  (the  "Agent"), and the Credit  Agreement  dated  as  of
August  3, 1998 among the Borrowers, the Agent, and the  Lenders.
All   capitalized  terms  used  herein  that  are  not  otherwise
specifically  defined herein shall have the meanings  given  such
terms in the Forbearance Agreement.

      The  Borrowers  have  requested  that  Lenders  extend  the
Forbearance  Period  under the Agreement, and  the  Lenders  have
agreed  to  do  so,  on the terms and subject to  the  conditions
hereof.

  1. Acknowledgment of Obligations.

     (b)  By Borrowers.  Each Borrower hereby acknowledges that it is
unconditionally liable to the Lenders for the full and  immediate
payment of each of the obligations set forth at Schedule A hereto
and   incorporated  herein  by  reference,  plus  all  reasonable
attorneys' fees and costs of collection incurred or that  may  be
incurred in connection with such obligations by the Agent or  the
Lenders,  and Borrowers are unconditionally liable to Lenders  to
pay  and  perform  each of the other liabilities and  obligations
that  may  now  or  hereafter arise under the  various  documents
executed  or delivered by any Borrower evidencing or relating  to
such    obligations   (collectively,   the   "Loan    Documents")
(hereinafter  all  such  obligations  are  referred  to  as   the
"Obligations"),   and  that  no  Borrower   has   any   defenses,
counterclaims or set-offs with respect to the full and  immediate
payment  of  any  or  all Obligations.   To  the  best  of  their
knowledge  and  without providing any opinion  as  to  any  legal
issue,  each Borrower hereby acknowledges and agrees that all  of
the  Obligations,  and  each of them, are secured  by  valid  and
perfected, first priority liens and security interests in all  of
the  Collateral enforceable against the Borrowers  in  accordance
with their terms, provided, however, that each Borrower covenants
and  agrees  that,  to  the extent that the Obligations  are  not
secured by valid and perfected, first priority liens and security
interests  in  all  of  the  Collateral enforceable  against  the
Borrowers in accordance with their terms,  the Borrowers shall at
their expense and upon Agent's request, duly execute and deliver,
or  cause to be duly executed or delivered, to Agent such further
instruments and do and cause to be done such further acts as  may
be  necessary or proper in the reasonable opinion of the Agent to
cause  such  Obligations to be secured by  valid  and  perfected,
first  priority  liens  and security  interests  in  all  of  the
Collateral  enforceable against the Borrowers in accordance  with
their terms.

      (b)   No  Further  Commitments by  Lender.   The  Borrowers
further  acknowledge that the Agent and Lenders have no  existing
commitments,  obligations or agreements  to  advance  credits  or
loans  or  make  other financial accommodations to the  Borrowers
except  as  may  be  specifically set forth  in  the  Forbearance
Agreement, as modified by this Amendment.

   2.  Amendment--Extension of Forbearance Period.  Section  5(a)
(Forbearance  and Subordinated Indebtedness) of  the  Forbearance
Agreement is hereby amended to replace the date "May 3, 2000"  as
it appears therein with the date "July 31, 2000" in lieu thereof.

   3.  Line of Credit Reserve.  The Borrowers agree that they did
not  satisfy the conditions precedent to require the  release  of
the  $100,000  2000 Reserve established under Section  4  of  the
Second  Amendment  to Forbearance Agreement and Credit  Agreement
dated  as  of May 3, 2000 (the "Second Amendment"), and that  the
2000 Reserve therefore has not been released.  The Borrowers have
requested,  and  the  Agent  and the Lenders  have  agreed  that,
notwithstanding such failure, if the Sunrise Transaction Date (as
defined  below) has occurred on or before the first to occur  of:
(a)  the Forbearance Termination Date; or (b) July 31, 2000,  the
2000  Reserve  shall be released (but the Agent and  the  Lenders
shall  have no obligation to make the 2000 Reserve available  for
loans  unless  the Borrowers have satisfied all other  conditions
precedent  to obtaining such loans).  If on the other  hand,  the
Sunrise  Transaction Date has not occurred by the first to  occur
of the events specified in clauses (a) and (b) of this paragraph,
then  the Agent may apply the 2000 Reserve toward the Obligations
as  set  forth  in  the  Credit  Agreement.   The  term  "Sunrise
Transaction  Date" as used herein, shall mean the date  on  which
the  Borrowers  have  both: (a) reduced  the  Lenders'  aggregate
outstandings,  on  a permanent basis, to less than  or  equal  to
$17,500,000;  and (b) obtained a commitment from Sunrise  Capital
Partners LLC to loan an additional $2,500,000 to the Borrowers to
enable   the   Borrowers   to  reduce  the   Lenders'   aggregate
outstandings,  on  a permanent basis, to less than  or  equal  to
$15,000,000, on terms satisfactory to the Agent and the Lenders.

  4. Amendment Fee.  The Borrowers acknowledge and agree that, as
consideration  for  the  Agent's  and  Lenders'  agreements   and
commitments  hereunder, the Borrowers shall pay an amendment  fee
of  $100,000  (the  "Third  Amendment Fee")  to  the  Agent,  for
distribution  pro  rata  to the Lenders in  accordance  with  the
amount  of their Commitments, which Third Amendment Fee shall  be
fully earned by the Agent and the Lenders as of the execution  of
this  Amendment,  and shall be payable in three installments,  as
follows: (a) $25,000, on July 14, 2000; (b) $25,000, on July  21,
2000; and (c) $50,000, on July 31, 2000.   In the event that  the
Sunrise  Transaction Date occurs, then the Agent and the  Lenders
shall  be  deemed  to  have waived payment of those  installments
under  clause (a), (b), or (c) hereof that are scheduled to first
become due on or after the Sunrise Transaction Date.

  5. Certain Default Interest. In the event that the Sunrise
Transaction Date occurs on or prior to July 31, 2000, then the
Agent and the Lenders shall be deemed to have waived, effective
as of the date of such reduction, the incremental interest
attributable to increasing the applicable rate to the Default
Rate that accrued, but is presently unpaid, from and after
February 24, 2000 through and including the Sunrise Transaction
Date.  Nothing herein shall constitute a waiver or release of the
Agent's or Lenders' rights to retain any payment, including any
interest payment, that has already been made. If the Sunrise
Transaction Date does not occur on or prior to July 31, 2000, the
Loans shall continue to accrue interest at the Default Rate.

   6. Release of Claims.  As of the date of the execution of this
Amendment,  each  Borrower hereby releases, waives,  and  forever
relinquishes  all claims, demands, obligations,  liabilities  and
causes  of  action of whatever kind or nature, whether  known  or
unknown, which it has, may have, or might assert against Agent or
any   Lender   and/or   their  respective  parents,   affiliates,
participants, officers, directors, employees, agents,  attorneys,
accountants,  consultants, successors and  assigns,  directly  or
indirectly,  arising  out  of,  based  upon,  or  in  any  manner
connected with (i) any transaction, event, circumstance,  action,
failure  to act or occurrence of any sort or type, whether  known
or unknown, which occurred, existed, was taken or permitted prior
to   the  execution  of  this  Agreement  with  respect  to   the
Obligations, the Loan Documents and/or the administration thereof
or   the  obligations  created  thereby;  (ii)  any  discussions,
commitments,  negotiations, conversations or communications  with
respect  to the refinancing, restructuring or collection  of  any
Obligations; or (iii) any thing or matter related to any  of  the
foregoing.   The  inclusion of this paragraph in this  Amendment,
and the execution of this Amendment by the Agent and the Lenders,
does  not constitute an acknowledgment or admission by the  Agent
or  any  Lender of liability for any matter, or a precedent  upon
which liability may be asserted.

   7.  Conditions  Precedent.  The obligation of the  Lenders  to
enter  into  this  Amendment is subject to  satisfaction  of  the
condition precedent that the Borrowers shall execute and deliver,
or cause to be executed and delivered to Lender, the following on
or before the date hereof:

            i.    This  Amendment,  executed  by  all  Borrowers,
together with all schedules and exhibits hereto;

          ii.    Payment  of $25,000, to reimburse the Agent  for
                 its  reasonable consultant's fees and reasonable
                 attorneys' fees.

          iii.   evidence  that  the  execution,   delivery   and
performance  of this Amendment and the Forbearance  Agreement  by
the   Borrowers  have  been  duly  authorized  by  all  necessary
corporate  action,  including  incumbency  certificates  of  each
Borrower,  with authorizing resolutions and certified  copies  of
articles  of organization and by-laws, all in a form satisfactory
to the Agent and all Lenders and their counsel;

          iv.  evidence of insurance coverage required by Section
14(e)(iv) of the Forbearance Agreement;

          v.   evidence of payment of all outstanding property
taxes; and

          vi.   an  opinion of counsel satisfactory to the  Agent
     and  the  Lenders  that this Amendment and  the  Forbearance
     Agreement   represents  the  legal,   valid,   and   binding
     obligation  of  the Borrowers, enforceable against  them  in
     accordance with its terms.

   8.  Confirmation  of  Representations and  Warranties.    Each
representation  and warranty contained in the Amendment  and  the
other   Loan  Documents  remains  accurate,  complete   and   not
misleading in any material respect on the date of this Amendment,
except  for representations and warranties that explicitly relate
to  an earlier date.  Each Borrower acknowledges and agrees  that
it  is  unconditionally liable for the full, prompt and  complete
performance and payment of all Obligations arising under the Loan
Documents  or  otherwise,  without  defenses,  counterclaims   or
setoffs  of  any kind or nature.  The Agent and the  Lenders,  by
entering  into  this  Amendment, do  not  waive  any  rights  and
remedies  they  may have under the Loan Documents  or  otherwise,
including,  without  limitation, arising or  resulting  from  any
existing Default or Event of Default, and all of such rights  and
remedies are hereby expressly reserved.

   9. Authority. Each Borrower represents and warrants that it is
a  corporation duly organized and in good standing under the laws
of  its state or other jurisdiction of incorporation and is  duly
qualified  as a foreign corporation and in good standing  in  all
states or other jurisdictions where the nature and extent of  the
business  transacted by it or the ownership of assets makes  such
qualification necessary, except for those jurisdictions in  which
the  failure  to  so  qualify would not have a  material  adverse
effect  on  the  financial  condition, results  of  operation  or
businesses  of  such  Borrower or the rights  of  the  Agent  and
Lenders hereunder or under any of the other Loan Documents.  Each
Borrower represents and warrants that the execution, delivery and
performance of this Amendment is within the corporate  powers  of
such   Borrower,  has  been  duly  authorized  and  are  not   in
contravention  of  law  or  the  terms  of  the  certificates  of
incorporation, by-laws, or other organizational documentation  of
such  Borrower,  or  any indenture, agreement or  undertaking  to
which  such Borrower is a party or by which such Borrower or  its
property  are  bound. Each Borrower represents and warrants  that
this   Amendment  constitutes  the  legal,  valid   and   binding
obligation  of the Borrowers enforceable in accordance  with  its
terms.

   10.   Miscellaneous.  This Amendment shall be deemed to  be  a
Loan    Document.    This   Amendment   supersedes   all    prior
correspondence  and  discussions relating to the  subject  matter
hereof.  This Amendment shall be governed and construed under the
laws  of  the State of New Hampshire and is subject  to  all  the
rights and waivers, including the waiver of jury trial, set forth
in  the  Loan  Documents.  Except as expressly set forth  herein,
each  Borrower  confirms that the Loan Documents  have  not  been
amended  or  modified and, as amended hereby,  continue  in  full
force and effect.

    11.   Counterparts.   This  Agreement  may  be  executed   in
counterparts each of which shall be an original and all of  which
taken together shall constitute one and the same document.

    [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     Executed as an instrument under seal by the parties or their
respective duly authorized officers as of the date first  written
above.

                              BORROWERS:

                              WPI GROUP, INC.
                              WPI POWER SYSTEMS, INC.,
                              WPI MAGNETEC, INC.
                              WPI ELECTRONICS, INC.,
                              WPI TERMIFLEX, INC. f/k/a WPI
                              Oyster Termiflex, Inc.
                              WPI MICRO PALM, INC.
                              WPI MICRO PROCESSOR SYSTEMS, INC.
                              WPI DECISIONKEY, INC.,
                              WPI UK HOLDING, INC.,
                              WPI UK HOLDING II, INC.,
                              WPI OYSTER TERMINALS, INC.,
                              WPI HUSKY TECHNOLOGY, INC., and
                              WPI INSTRUMENTS, INC.

____________________________  By: /s/ John Powers
Witness                          John Powers, for, on behalf of,
                                 and as Duly Authorized Officer
                                 or Agent of each of the above-
                                 named entities



                              AGENT AND LENDER:

                              FLEET NATIONAL BANK f/k/a Fleet
                              Bank-NH, as Agent and as a Lender

____________________________  By: /s/ Daniel D. Butler
Witness                       Name:_Daniel D.Butler
                                 Title:Banking Officer

                              OTHER LENDERS:

                              KEY CORPORATE CAPITAL INC.

____________________________  By: /s/ Mark Kleinhaut_
                                 Name:_Mark Kleinhaut
                                 Title:  _Vice President

                              SOVEREIGN BANK

____________________________  By: /s/ Joseph Becker
____ Witness                      Name:_Joseph Becker
                                 Title:  _Senior Vice
                                 President


                              BANK OF NEW HAMPSHIRE

____________________________  By: /s/ David D.McGraw
____ Witness                     Name:_David D. McGraw
                                 Title:  _Vice President


                              FLEET NATIONAL BANK
                                 f/k/a BANKBOSTON, N.A.

____________________________  By: /s/ David D. Butler
____ Witness                  _______________________
                                 Name:_David D. Butler
                                 Butler___________________
                                 Title:  Authorized Officer
                          SCHEDULE A

                   (Schedule of Obligations)*

Loans         Unpaid      Unpaid       Late      Incremental
              Principal   Interest     Charges   interest
              as of July  (other than  as of     attributable to
              6, 2000     the          July 6,   increasing the
                          incremental  2000      applicable rate
                          interest               to the Default
                          attributabl            Rate from and
                          e to                   after August
                          increasing             22, 1999, as of
                          the                    July 6, 2000
                          applicable
                          rate to the
                          Default
                          Rate from
                          and after
                          August 22,
                          1999) as of
                          July 6,
                          2000

Revolving     $4,812,183.06  $86,155.47   $1,597.58  $33,716.33
Loans
Swing Line    $0.00          $ 2,450.50      $65.6    $1,024.35
Loans
Term Loan A   $11,809,445.76 $223,598.31   $4,446.72 $89,750.25
Term Loan B   $10,823,324.38 $212,820.89   $4,232.75 $82,255.72

* Plus any attorneys' fees or other expenses subject to
reimbursement by the Borrowers, whether incurred before or after
the date hereof, and any subsequently accruing interest, costs,
fees, or charges, and all figures are subject to adjustments to
the Agent's or any Lender's records with respect to such
Obligations, including, without limitation, adjustments for
uncollected checks and misdirected credits.