UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-K
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the fiscal year ended September 24, 2000

                               OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

              For the transition period from       to
                                            -------    -------
Commission file number 0-19717

                    NEXIQ TECHNOLOGIES, INC.
                    ------------------------
                   (formerly WPI GROUP, INC.)
                   --------------------------
     (Exact Name of Registrant as Specified in Its Charter)

New Hampshire                                   02-0218767
--------------                                  ----------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                   Identification Number)

1155 Elm Street, Manchester, New Hampshire     03101
------------------------------------------     -----
(Address of principal executive offices)       (Zip Code)

Registrant's telephone number: (603) 627-3500
                               --------------
Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:
Common Stock, par value $.01 per share
---------------------------------------
(Title of Class)

Indicate  by  check mark whether the registrant (1) filed all  reports
required  to  be filed by Section 13 or 15(d) of the Exchange  Act  of
1934  during the past 12 months (or for such shorter period  that  the
registrant  was  required  to file such reports),  and  (2)  has  been
subject  to  such filing requirements for the past  90  days.
Yes   X    No
    -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive
proxy  or information statements incorporated by reference in  Part
III of this Form 10-K or any amendment to this Form 10-K [ X ]

As of December 8, 2000, the aggregate market value of the 6,289,178
outstanding shares of voting stock held by non-affiliates of the
registrant was $14,150,651.

As of December 8, 2000, 7,891,963 shares of the Registrant's Common Stock,
par value $.01 per share, were issued and outstanding.

               Documents Incorporated by Reference
               -----------------------------------

None.

<PAGE>
                             PART I

Item 1. Business
-----------------
This  report  contains  forward-looking  statements  within   the
meaning  of  Section 21E of the Securities Exchange Act  of  1934
that  reflect the Company's current view with respect  to  future
events and financial performance.  When used in this report,  the
words  "anticipates," "believes," "expects," "intends,"  "plans,"
"future,"   and   similar  expressions  identify  forward-looking
statements.   The  future events described  in  these  statements
involve   risks   and  uncertainties,  among   them   risks   and
uncertainties  related to the market acceptance of the  Company's
products  and  continuing development of  its  products,  general
market  conditions and competition.  Actual results could  differ
materially from those projected in the forward-looking statements
as  a  result of factors set forth throughout this document.   In
particular,  there  can  be  no  assurance  that  the   strategic
initiatives  detailed  below will be achieved  within  the  times
currently  contemplated by management, if at all.   In  addition,
there  can  be  no  assurance that the net values  shown  on  the
Company's  financial  statements for the discontinued  operations
will be realized. Further, much of the Company's future growth is
dependant   on  the  successful  launch  of  NEXIQ Technologies'
e-Technician product.   There  is no assurance that the product
will  succeed even after introduction to the market. The Company
undertakes  no  obligation  to  revise or publicly release  the
results  of  any revision to these forward-looking statements,
whether as a result of  new information, future events or otherwise.
Readers should be  advised  to  read  this Form 10-K in its entirety
and  other reports or documents the Company files from time to time
with the Securities  and Exchange Commission, particularly  the
quarterly reports on Form 10-Q and any current reports on Form 8-K,
copies of  which may be obtained from the Company or from the Securities
and Exchange Commission at its website at www.sec.gov.

General
-------
In  April  1999,  the Board  of  Directors (the "Board") instructed management
to begin exploring various strategic  alternatives  for  maximizing
stockholder value.  As  a  result, management reviewed
the strategic alternatives to strengthen  the Company's  financial
position and to position  the  Company  for future  growth.   These
alternatives included  the  sale  and/or retention  of  the  Company's
operating  businesses  in  various combinations. Management reported on
the various alternatives  to the Board at numerous board meetings and
ultimately, the Board approved  certain  strategic initiatives  to
enhance stockholder  value.  The Board authorized a
series of initiatives designed  to  reposition the Company as  a
provider  of  vehicle diagnostic  equipment and software solutions.
Accordingly,  the Company  divested and exited its handheld computer
and  terminals business, its power conversion business and its
instrument and solenoid businesses.  The Company's strategic goal
is to continue and   expand   its   leadership  position  in  the
development, manufacture and marketing of remote diagnostic services
("telematics"), as well as diagnostic and repair hardware and
software for the automotive, heavy-duty vehicle, construction and
agricultural   equipment   market,   through   its   wholly owned
subsidiary,   WPI   Micro  Processor  Systems,   Inc.   (d/b/a NEXIQ
Technologies). Accordingly,  the Company's non core businesses are
reflected  as "discontinued operations" throughout this annual report.
As  of November 2000, the Company completed its divestiture and exit  of
its non core business strategy.

At  the Company's annual shareholder meeting on November 2, 2000,
the   Company's  shareholders  approved  a  number  of  proposals
including  changing the Company's name from WPI  Group,  Inc.  to
NEXIQ  Technologies, Inc. ("NEXIQ" or the "Company").  References
to "NEXIQ Technologies" in this report shall include only the Company's
Vehicle Diagnostic Equipment and Software business and are identified  as
"continuing operations."  References to "the Company" or "NEXIQ"  shall
include both continuing operations and discontinued operations.

Historically,  NEXIQ  designed, manufactured  and  marketed  high
value-added products for a wide range of applications through two
operating    groups:   Information   Solutions   and   Industrial
Technology.   The  Information  Solutions  Group  produced  three
distinct   product  lines:  vehicle  diagnostic   equipment   and
software,   rugged  handheld  computers  and   rugged   handheld
terminals.   During fiscal 2000, the Company exited and  divested
the  handheld computer and terminal businesses. The businesses that
formerly  comprised  the  Information  Solutions  Group  and  the
handheld  computer  and  terminals businesses  are  reflected  as
discontinued operations.

                             2
<PAGE>

The  Industrial Technology Group  produced four distinct
product  lines:  industrial power conversion systems,  electronic
ballasts,  precision  solenoids  and precision  instruments.  In
December 1999, the Company sold the industrial power  conversion systems
and the electronic ballasts businesses. In  November 2000,  the Company
completed  the  sale  of  its  precision solenoid and precision
instruments businesses. Accordingly, each are reflected as discontinued
operations in the financial statements.

The  Company  was incorporated in New Hampshire in 1948  and  its
corporate   headquarters  are  located  at   1155   Elm   Street,
Manchester, New Hampshire 03101.  The telephone number  is  (603)
627-3500.

Products

NEXIQ  - Continuing Operations

NEXIQ Technologies provides its transportation customers a line of
diagnostic hardware and software solutions for monitoring the functions
of critical vehicle components and for making parameter changes as
required.   The products range from devices or system-specific application
cartridges to complete personal computers (PC) and Internet-based solutions
for in-field diagnosis of vehicle failures.

In 1988, NEXIQ introduced the Pro-Link 9000 scan tool for the automotive
and heavy-duty vehicle diagnostic and repair markets.  This product has
been extremely successful and has been, over its 12-year history, the
tool of choice, with more original equipment manufacturers ("OEM")
endorsements than any other tool of its type in the industry.  NEXIQ has
continuously updated the Pro-Link 9000 using the latest developments in
hardware and software technology.  This effort continues to further enhance
the tool and keep the design current.

Today, over 120,000 Pro-Link 9000 applications have been sold, mainly for
use in the heavy-duty vehicle market, with a significant number also
employed in the automotive sector.  From this base business, NEXIQ has
continued to expand its product offerings and today provides a broad
range of test and development solutions for heavy-duty vehicle
applications, and diagnostic application development.  Application
coverage includes both the hardware and software to test many types of
electronic control modules ("ECMs") for engines, transmissions, braking
systems, instrument clusters, passenger safety systems and others.
NEXIQ's other product offerings include exhaust emission analyzers,
smoke meters and various handheld electronic system testers.

In 1998, NEXIQ introduced two new products of significant strategic
importance for the Company and the heavy-duty vehicle industry.  These
products are known as the MagicKey "PDM" (parallel data module) and the
"SDM" (serial data module).  These devices act as a bridge between the
vehicle datastream and a standard PC or laptop.  In use, they are connected
to either the PC's parallel or serial data port and the vehicle's
diagnostic connector.  Using either NEXIQ's unique software, which combines
proprietary OEM data with NEXIQ's own in-house software, or OEM developed
software, the vehicle's on-board systems can be thoroughly analyzed.  Data
captured and interpreted by these devices is presented to the service
technician to facilitate the repair or adjustment of the vehicle.

NEXIQ's newest product, e-Technician, is an Internet-based, wireless
telematics application that allows component manufacturers, OEM's and
fleet managers to access and control their mobile assets from any location.
e-Technician is capable of monitoring hundreds of data points on a
vehicle's electronic data bus via the Internet.  It provides remote
monitoring of a vehicle's sensors and provides real-time analysis for
compontent manufacturers, OEM's, fleet managers and leasing companies.

The Company believes that e-Technician will play an essential role in
future vehicle service, maintenance and telematics services, bringing
advanced business value to transport logistic operations across many
industries.  With e-Technician, companies will perform diagnostic
services remotely, including the reprogramming of on-board computers
to enter new configurations and calibration data. e-Technician will
also link to other business applications, such as trip and maintenance
scheduling applications, and to still other applications measuring
vehicle and fleet profitability.  e-Technician is scheduled for launch
in May/June 2001.  The Company has numerous demonstration units currently
in field trials.

                             3
<PAGE>

Customers

NEXIQ - Continuing Operations

For fiscal 2000, 1999 and 1998, a distributor of certain NEXIQ Technologies'
products represented approximately 36%, 51% and 60%, respectively,
of NEXIQ Technologies' net sales.  Another customer represented approximately
16% of NEXIQ Technologies' net sales in fiscal 1999.

Company - Including Continuing and Discontinued Operations

For  fiscal 2000 and 1999, one customer represented 10% or more  of
NEXIQ's  net sales. for Fiscal 1998, no customer represented  10%
or more of NEXIQ's net sales.

Sales and Marketing

NEXIQ - Continuing Operations

The sale of vehicle diagnostic equipment and software is carried out
by a group of 24 sales and marketing employees. NEXIQ Technologies'
products are distributed through  a  number  of traditional channels as
well as  through NEXIQ Technologies' own  direct telemarketing operation.
NEXIQ Technologies also sells its products through a number of
independent distributors located in North America.  NEXIQ Technologies'
automotive products  are  sold through several independent warehouse
distributors and  through NEXIQ Technologies' direct sales catalog.
NEXIQ Technologies offers a full range of pre- and post-sales support.
Pre-sales  support is  provided primarily by NEXIQ Technologies sales
engineers. Post-sales support is primarily provided  through   the
1-800 hot line.  Together,  these organizations  ensure  the  successful
application of NEXIQ Technologies' technology and the satisfaction of
its clients.

Company - Including Continuing and Discontinued Operations

NEXIQ's  marketing  efforts are directed at identifying  emerging
markets  for its products.  NEXIQ's cooperative marketing efforts
and  design  capabilities  often  result  in  long-term  customer
relationships  and  have contributed to a stable  customer  base.
Further,  such cooperative efforts enable NEXIQ to  identify  new
product    opportunities   and   participate   in   new   product
specifications  as they are determined.  Other marketing  efforts
include   market   research,  lead  generation,  production   and
distribution  of  NEXIQ's  product literature,  trade  shows  and
advertising.

Manufacturing and Raw Materials

Each  of  NEXIQ's  businesses (both continuing  and  discontinued
operations)  manufactures nearly 100% of their  products.   NEXIQ
businesses  generally operate their manufacturing facilities  one
shift  per day, five days per week.  NEXIQ's businesses use  many
different   raw  materials  in  their  manufacturing   processes.
However, none of NEXIQ's businesses are dependent on any  one  or
several  raw  materials  used  in their  manufacturing.   NEXIQ's
businesses  have multiple sources for each raw material  used  in
the  manufacture of their products and are not dependent  on  any
one or group of its vendors for their raw material purchases.

Backlog

NEXIQ  manufactures its products against orders  from  customers.
Backlog  is comprised of orders for products that generally  have
scheduled  shipment  dates  within 12  months.   Some  orders  in
NEXIQ's   backlog  may  be  canceled  under  certain  conditions,
although cancellation rarely occurs.

NEXIQ - Continuing Operations

As  of  September  24, 2000, NEXIQ Technologies had a backlog of
approximately $800,000, compared with a total backlog of approximately
$500,000 at  September 26, 1999.  Management believes that most of
NEXIQ Technologies' backlog  at September 24, 2000 will be shipped in
the  12  months following that date.  Because many of its contracts are
performed within  short time periods after receipt of an order, NEXIQ
Technologies does not  believe  that  the  level of its  backlog  is  a
meaningful predictor of its future results.

                             4
<PAGE>
Company - Including Continuing and Discontinued Operations

As  of  September 24, 2000, NEXIQ had a backlog of  approximately
$8.2  million,  compared  with a total backlog  of  approximately
$20.3  million  at September 26, 1999.  Management believes  that
most of NEXIQ's backlog at September 24, 2000 will be shipped  in
the 12 months following that date.  Because many of its contracts
are  performed  within short time periods  after  receipt  of  an
order, NEXIQ does not believe that the level of its backlog is  a
meaningful predictor of its future results.

Product Development

NEXIQ - Continuing Operations

In  its  20-year  history NEXIQ Technologies has  established  widespread
recognition  for  new  product innovation and  has  introduced  a
number   of " first-to-market"  products  that  have  not   only
contributed significantly to sales but have also helped shape the
vehicle  diagnostic  and repair industry in  North  America.   In
addition, NEXIQ Technologies develops both hardware and software products
based on   existing  products  and  technologies  for  specific
customer  needs.  NEXIQ Technologies' new product development  is
focused on the development of its e-Technician vehicle diagnostic
platform  and Internet-based diagnostic service as well as its facility
based tools. NEXIQ Technologies charged to operations  approximately
$3.4 million,  $2.1  million  and  $1.5 million  for  new product
development in fiscal  2000,  1999  and 1998,  respectively.
Expenditures on  new  product  development represented approximately
25.6%, 16.9% and 10.4% of net  revenues in fiscal 2000, 1999 and 1998,
respectively.

Company - Including Continuing and Discontinued Operations

NEXIQ  believes that its commitment to product development  is  a
critical  element  of  its  strategy aimed  at  exploiting  niche
markets  for  each group's products.  NEXIQ's product development
activities  are focused on the design of products  identified  by
both  its  customers and its sales and marketing groups.   A  key
element  of  NEXIQ's  product  development  activities   is   the
expansion   of   product   offerings  based   on   its   existing
technologies.   NEXIQ  charged to operations  approximately  $5.3
million, $7.7 million and $5.1 million for product development in
fiscal  2000,  1999 and 1998, respectively. Expenditures  on  new
product  development represented approximately  11.3%, 8.4%  and
5.4% of net revenues in fiscal 2000, 1999 and 1998, respectively.

Patents and Proprietary Information

NEXIQ  (including continuing and discontinued operations) have  a
number  of United States and foreign patents on certain products.
NEXIQ's businesses also rely on trade secrets, in-house expertise
and  technological  advancement  to  maintain  their  competitive
positions.

NEXIQ does not believe patent protection to be significant to any
of  its current businesses.  However, NEXIQ considers its patents
to  be  a  strong deterrent against unauthorized copying  of  its
products   and  key  product  attributes.   NEXIQ   believes   in
vigorously protecting its rights under its patents.

Similarly,  each  of  NEXIQ's businesses has  certain  registered
trademarks,  none of which is considered significant  to  current
operations.

Competition

Although  NEXIQ  believes it is one of the leading  manufacturers
and  distributors of certain of its products, the  industries  in
which NEXIQ competes are highly competitive. NEXIQ competes  with
a relatively small number of full-line national manufacturers and
a  much larger number of regional manufacturers and manufacturers
with  limited product lines.  NEXIQ believes that competition  is
largely based on, among other things, price, quality, breadth  of
product   lines,   distribution  capabilities  (including   quick
delivery  times)  and  customer  service.   Certain  of   NEXIQ's
competitors are larger and have greater financial, technical  and
marketing  resources than the Company. In certain  circumstances,
due  primarily  to factors such as freight rates, quick  delivery
times  and  customer  preference  for  local  suppliers,  certain
manufacturers and suppliers may have a competitive advantage over
NEXIQ in a given geographic region.

                             5
<PAGE>


NEXIQ - Continuing Operations

Currently,  NEXIQ Technologies' diagnostic systems and related
software  are sold   primarily  to  the  transportation  industry.
The major competitive  factors  in  this market include  product
features, portability, product knowledge and customer service.
NEXIQ Technologies has a number  of  competitors in certain segments
of the transportation market. Management believes that NEXIQ Technologies
competes effectively  in these   markets  by  offering  innovative,  rugged
and  portable products and by providing excellent customer service.

At  the present time, management does not believe that there  are
any  products which are competitive with e-Technician telematics services
(command and control applications).  There can be  no  assurance,  however,
that products  competitive  with  e- Technician are not in the process of
development or will  not  be introduced in the future.  However, management
believes that NEXIQ Technologies has  a  number  of key strengths that give
it an  advantage  over companies  wishing  to introduce a product  competitive
with  e-Technician.   These strengths include access to and understanding
of    non-proprietary   and   proprietary   original    equipment
manufacturer data streams, an in-depth knowledge and expertise in
on-board/off-board communication protocols, an in-depth knowledge
and  expertise  in the diagnosis and reprogramming of  electronic
control  units, and well-established links with other key players
in  the  heavy-duty diagnostic industry which management believes
will  assist  in  the  deployment and market  penetration  of
e-Technician.

Competition - Discontinued Operations

Precision Solenoids

NEXIQ  has  several  established competitors in  the  market  for
solenoids,  some  of  which are larger and  some  of  which  are
smaller  than the discontinued Precision Solenoid operation.
NEXIQ believes that, in these  markets,  it competes  favorably
against  its competitors  by  offering  high-quality, dependable
products, superior engineering expertise  and innovative, custom-tailored
solutions.

Precision Instruments

NEXIQ  has  several  established competitors in  the  market  for
avionics,  inertial sensors and digital and analog meters.   Some
of  these competitors are larger and some are smaller than
the discontinued Precision Instruments operation. NEXIQ believes that
it competes favorably against its competitors in  these markets by
offering vertical integration, high-quality dependable  products,
superior engineering expertise and a high level of customer support.

Employees

NEXIQ - Continuing Operations

As  of December 8, 2000 NEXIQ employed approximately 77 people, 15
of  whom  work  in manufacturing, 23 of whom work  in  sales  and
marketing,   29   of  whom  work  in  engineering   and   product
development and  10  of  whom work in administration.  None  of the
NEXIQ's  employees  are  represented by  a  union,  and  management
believes that NEXIQ's employee relations are good.

Company - Including Continuing and Discontinued Operations

As  of  December 8, 2000, NEXIQ employed approximately 84 people,
15   of   whom  work  in  manufacturing,  16  of  whom  work   in
administration, 29 of whom work in product development and 24  of
whom work in sales and marketing. None of the Company's employees
are  represented  by  a union, and management  believes  that  the
Company's employee relations are good.

Item 2. Property
----------------
Properties

The  Company leases approximately 22,000 square  feet
of  modern  manufacturing and engineering facilities in  Sterling
Heights, Michigan, to produce diagnostic tools. The Company leases
approximately  4,600 square feet of office space  in  Manchester,
New  Hampshire, which houses its corporate offices. NEXIQ believes
that its existing space is adequate for its current needs.

                             6
<PAGE>


Regulatory Matters

The  Company is subject to regulation under various and  changing
federal,  state, local and foreign laws and regulations  relating
to  the  environment and to employee safety  and  health.   These
environmental   laws  and  regulations  govern  the   generation,
storage,   transportation,  disposal  and  emission  of   various
substances.  Permits are required for operation of the  Company's
business  and  these permits are subject to renewal, modification
and,  in certain circumstances, revocation.  The Company believes
that  it  is  in  substantial  compliance  with  such  laws   and
permitting   requirements.   The  Company  is  also  subject   to
regulation under various and changing federal, state,  local  and
foreign  laws and regulations that allow regulatory  authorities
to  compel  (or  seek reimbursement for) cleanup of environmental
contamination at its own sites and at facilities where its  waste
is or has been disposed.

The Company expects to incur on going capital and operating costs
to  maintain  compliance with currently applicable  environmental
laws and regulations.  The Company does not expect such costs, in
the aggregate, to be material to its financial condition, results
of operations or liquidity.

Item 3. Legal Proceedings
-------------------------

The Company is not a party to any litigation that in management's
opinion  would have a material adverse effect upon the  Company's
financial position or results of operations.


Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

Not applicable.

                             Part II

Item 5. Market for Registrant's Common Stock and Related
--------------------------------------------------------
Stockholder Matters
-------------------
The NEXIQ Technology, Inc.'s common stock is traded on the OTC
Bulletin Board under the symbol NEXQ (formerly WPI Group, Inc.
OTCBB: WPIC.) Set forth below for each quarter of its last two
fiscal years indicated is the high and low sale prices for the
Company's common stock.

                             2000                     1999
Fiscal Quarter        High          Low         High        Low
----------------------------------------------------------------

First                 $3 1/2        $1 5/16     $7 7/8      $4
Second                 2 11/16       1 1/8       4 5/8       3 7/16
Third                  2 1/16        1           4 1/8       3
Fourth                 2 1/8         1 3/8       4 1/8       2 13/16


The  number  of shareholders of record on December 8,  2000  was
approximately 2,400.  No dividends have been paid on  the  common
stock  to  date,  and  the Company does not expect  to  pay  cash
dividends in the foreseeable future.  In addition, the Company is
prohibited  from paying cash dividends pursuant to the  terms  of
its credit facility with its lenders.

                             7

<PAGE>
<TABLE>


Item 6. Selected Financial Data
-------------------------------
<CAPTION>
Financial  Highlights
<S>                   <C>    <C>      <C>    <C>      <C>   <C>      <C>   <C>       <C>         <C>
Year Ended            September 24,   September 26,  September 27,   September 28,  September 29,
(in thousands,            2000            1999           1998            1997           1996
except per share      -------------   -------------  -------------   -------------   ------------
data)


Statement of
Income Data:
Net Sales             $      13,352   $      12,289   $     14,514   $     11,364    $     8,661

Gross Profit                  7,920           7,427          8,075          6,136          4,147


Operating income
(loss) from
continuing
operations                   (4,528)         (3,367)           (12)             4         (1,521)

Loss from
continuing
operations                   (8,978)         (3,975)          (165)           (48)          (908)

Income (loss) from
discontinued
operations, net of
income taxes                 (5,150)        (29,230)         2,651          1,164           3,429

Cumulative effect
of change in
accounting principle            -            (2,822)            -              -              -

Net income (loss)           (14,128)        (36,027)         2,486          1,116          2,521
                      =============   =============  =============   ============    ===========

Diluted income
(loss) per share:
Continuing
operations            $       (1.43)  $       (0.66) $       (0.03)  $      (0.01)   $     (0.15)
Discontinued
operations                    (0.82)          (4.83)          0.43           0.19           0.57
Accounting change               -             (0.47)           -               -              -
Net income (loss)     $       (2.25)   $      (5.96)          0.40           0.18           0.42
                      =============   =============   ============   ============    ===========
Adjusted Weighted
Average Shares                6,290           6,044          6,195          6,163          6,001

Balance Sheet
Data:
Working Capital
(deficit)             $     (13,854)  $     (11,837)  $     21,327   $      16,967   $    12,156
Total Assets                 13,058          64,557        110,123          78,501        50,675
Long-Term Debt                 -               -            62,639          42,000        18,650
Stockholders'
Equity (deficit)            (21,466)        (10,974)        25,243          21,813        20,549
                      =============   =============   ============   =============   ===========
</TABLE>

Item 7. Management's Discussion and Analysis of Financial
---------------------------------------------------------
Condition and Results of Operations
-----------------------------------

RESULTS OF OPERATIONS

FISCAL 2000 COMPARED TO FISCAL 1999

Net  sales  increased 9.2% to $13.4 million in  2000  from  $12.3
million  in 1999.  The increase was primarily due to increase  in
sales by NEXIQ to its primary target markets.

Gross  profit  in 2000 increased 6.6% to $7.9 million  from  $7.4
million  in  1999.   As  a  percentage  of  sales,  gross  profit
decreased  to  59.3% from 60.7% in 1999.  The increase  in  gross
profit was the result of the increase in sales during 2000.   The
decrease  in  gross  profit  as a percentage  of  sales  was  due
primarily to change in product mix.

Research and new product development expenses increased 65.3%  to
$3.4  million in 2000 from $2.1 million in 1999.  As a percentage
of sales, research and new product development expenses increased
to 25.6% in 2000 from 16.9% in 1999.  The increase was attributed
to  the continued development of E-Technician, a web-based remote
diagnostic platform.

                             8

<PAGE>

Selling,  general and administration expenses decreased 12.5%  to
$7.2  million  in 2000 compared to $8.2 million in  1999.   As  a
percentage of sales, selling, general and administration expenses
decreased  to 53.9% from 67.2% in 1999.  The changes in  selling,
general   and  administration  expenses  in  2000  are  primarily
attributed   to  a  reduction  in  executive  and  administrative
personnel.

During  fiscal  2000 and 1999, the Company entered  into  various
severance   agreements  with  certain  former   executives.    In
connection   with   the  agreements,  the  Company   recorded   a
restructuring  charge of $1.8 million and $510,000 in  2000
and  1999, respectfully, consisting primarily of the continuation
of payroll and benefits payments subsequent to termination.

The Company's operating loss in 2000 of $4.5 million compared  to
$3.4  million  in 1999.  The increase in the Company's  operating
loss  was  due  to  the  increase in  research  and  new  product
development costs, and the restructuring and non-recurring  costs
discussed above.

Other income (expense) was ($4.4) million compared to ($608,000)
in 1999. The increase was due primarily to higher interest
expense and $1.1 million of fees incurred in connection with the
execution of a forbearance agreement related to the Company's
bank debt.

The Company recognized a loss on disposal of discontinued
operations of ($5.2) million in 2000. The loss was primarily
attributable to a higher than anticipated loss on the sales of
its rugged handheld computer and terminal businesses and
subsequent sale of its instruments and solenoid businesses.


FISCAL 1999 COMPARED TO FISCAL 1998

Net  sales  decreased 15.7% to $12.3 million in 1999  from  $14.5
million  in 1998.  The decrease was primarily due to decrease  in
sales  by NEXIQ Technologies to its principal distributor.  During 1999,
sales to the primary distributor decreased from $8.8 million in 1998 to
$6.3 million in 1999.

Gross  profit  in 1999 decreased 8.0% to $7.4 million  from  $8.1
million  in  1998.   As  a  percentage  of  sales,  gross  profit
increased  to  60.7% from 55.6% in 1998.  The  decline  in  gross
profit was the result of the decrease in sales during 1999.   The
increase  in  gross  profit  as a percentage  of  sales  was  due
primarily to change in product mix.

Research and new product development expenses increased 37.3%  to
$2.1  million in 1999 from $1.5 million in 1998.  As a percentage
of sales, research and new product development expenses increased
to  16.9%  in 1999 from 10.4% in 1998.  The increase was  due  in
part  to  the  change  in  the Company's  accounting  method  for
deferred product enhancement costs.

Selling,  general and administration expenses increased 24.9%  to
$8.2  million  in 1999 compared to $6.6 million in  1998.   As  a
percentage of sales, selling, general and administration expenses
increased to 67.2% from 45.3% in 1998.  The increase in  selling,
general and administration expenses was due primarily to increases
in corporate expenses.

The Company's operating loss in 1999 of $3.4 million compared  to
$12,000 in 1998.  The increase in the Company's  operating
loss was due primarily to lower sales and high operating expenses
as discussed above.

Other  income (expense) increased to ($0.6 million) in  1999  from
($0.2  million)  in 1998.  The increase was due  primarily  to  an
increase in interest expense on debt.

The  Company's loss from discontinued operations in 1999 was $8.8
million  compared to income from discontinued operations of  $2.7
million in 1998.  The loss was the result of the increased  costs
and  operating  expenses  as  a  result  of  the  acquisition  of
Instruments  in August 1998, lower sales in the Company's  rugged
handheld  computer and terminal, power conversions and electronic
ballasts  businesses and higher interest expense from  additional
borrowings and higher interest rates.

                             9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of September 24, 2000, the Company had a working capital deficit
of $13.9 million compared to $11.8 million as of September 26, 1999.
Net cash provided by (used in) operations was ($1.3 million) in 2000
compared to $1.8 million in 1999.

As of September 24, 2000, the Company had no material commitments for
capital expenditures.

On July 31, 2000, the Company entered into a Convertible Note Agreement
with Sunrise Capital Partners, L.P., a private investment fund ("Sunrise")
and certain other participants, which include certain members of the
Company's management and certain members of the Allard-Nazarian Group. The
Convertible Note Agreement provides for a series of investment transactions:
the Term A Financing, Term B Financing and the Term C Financing as follows:

        Term A Financing

        On July 31, 2000, the Company completed the Term A Financing.
        Under the Term A Financing, the Company issued the following
        securities in exchange for $12,570,000 and notes with outstanding
        principal of $1,546,000 ($1,500,000 of carrying value) in cash
        received from Sunrise and certain members of management:
        -       1,834,000 shares of common stock. The fair value of the
                common stock issued was approximately $2,751,000.
        -       Warrants to purchase 1,613,000 shares of common stock at
                $1.75, exercisable at any time at the option of the holder.
                The warrants expire five years from the date of issuance. The
                fair value of the warrants was approximately $871,000.
        -       $14,117,000 principal value of Term A Convertible Notes.
                The Term A Convertible Notes, which mature in three years,
                bear interest at an annual rate of 10.75%, payable in
                cash or in additional notes at the option of the Company.
                The Term A Convertible Notes are convertible at the option
                of the holder or the Company, under certain conditions, at
                $1.75 per share.

        Term B Financing

        In November 2000, the Company completed the Term B Financing under
        the Convertible Note Agreement discussed in Note 4.  Under the terms
        of the Term B Financing, the Company received $5,000,000 in cash in
        exchange for the following securities:
        -       Warrants to purchase 571,000 shaers of common stock at $1.75,
                exercisable at any time at the option of the holder. The
                warrants expire in five years. The fair value of the warrants
                was approximately $309,000.
        -       $5,000,000 principal value of Term B Convertible Notes.  The
                Term B Convertible Notes, which mature on July 31, 2003, bear
                interest at an annual rate of 10.75% payable in cash or in
                additional notes at the option of the Company.  The Term B
                Convertible Notes are convertible at the option of the holder
                or the Company, under certain conditions at $1.75 per share.

        Term C Financing

        Through January 31, 2001, Sunrise has the option to participate in
        up to $5,000,000 in additional financing which would include Term C
        Convertible Notes (with terms identical to the Term B Convertible
        Notes) and additional warrants to purchase shares of common stock
        totaling 20% of the number of shares of common stock issuable upon
        conversion of the Term C Convertible Notes.

On August 9, 2000, the Company amended its credit facility agreement with a
syndication of banks.  The terms of the modified agreement provide a
$6,500,000 revolving line of credit and term notes which expire on July 31,
2001.  As of September 24, 2000, there were $18,276,000 of borrowings
outstanding under the agreement, consisting of $1,143,000 under the line of
credit and $17,133,000 of term notes.  Interest on all borrowings is payable
monthly at prime (9.5% at September 24, 2000) plus 1.25% through December 31,
2000 and prime plus 1.75% thereafter.

The Company intends to utilize the proceeds from the financing transactions
under the Convertible Note Agreement to fund operations and repay a portion of
the amounts outstanding under the credit facility.  The Company anticipates the
need to either amend the existing credit facility or obtain
additional financing to repay the remaining amounts outstanding under the
credit facility when it expires in July 2001.

                             10
<PAGE>

There can be no assurance that the Company will be successful in obtaining
additional financing or amending the credit facility.  If the Company is
unsuccessful, the cash from operations and the financing transactions under
the Convertible Note Agreement may not be sufficient to cover the short-term
or long-term liquidity requirements.

INFLATION

The Company does not believe that inflation has had a significant
impact on its results of operations in the last three years.

                             11

<PAGE>


Item 8. Financial Statements and Supplementary Data
---------------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO NEXIQ Technologies, Inc.:

We  have audited the accompanying consolidated balance sheets  of
NEXIQ  Technologies,  Inc. (formerly  WPI  Group,  Inc.)  (a  New
Hampshire corporation) and subsidiaries as of September 24,  2000
and  September 26, 1999 and the related consolidated  statements
of  operations, stockholders' equity (deficit) and cash flows for
each  of the three years in the period ended September 24,  2000.
These consolidated financial statements are the responsibility of
the  Company's management.  Our responsibility is to  express  an
opinion on these financial statements based on our audits.

We  conducted  our  audits in accordance with auditing  standards
generally accepted in the United States.  Those standards require
that we plan and perform the audits to obtain reasonable assurance
about  whether  the  financial statements are  free  of  material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

In our opinion, the consolidated financial statements referred to
above  present fairly, in all material respects, the consolidated
financial  position of NEXIQ Technologies, Inc. and  subsidiaries
as  of September 24, 2000 and September 26, 1999  and the results
of  their  operations and their cash flows for each of the  three
years  in  the  period ended September 24, 2000 in conformity with
accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming
that  the Company will continue as a going concern.  As discussed
in  Note  1 to the financial statements, the Company has a significant
working capital deficit and the current bank  debt agreement expires
July 31, 2001, which unless extended or otherwise modified, raises
substantial  doubt about  its  ability to continue as a going concern.
Management's plans  in regard to these matters are also described in
Note  1. The  financial  statements do not include  any  adjustments
that might result from the outcome of this uncertainty.

Arthur Andersen LLP

Boston, Massachusetts
December 18, 2000



                             12
<PAGE>
<TABLE>




            NEXIQ TECHNOLOGIES, INC AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
<CAPTION>

September 24, 2000 and September 26, 1999           2000             1999
-----------------------------------------------------------------------------

ASSETS
 <S>                                           <C>    <C>       <C> <C>

Current Assets
 Cash and cash equivalents                     $      102,156   $   1,086,708
 Accounts receivable - net of allowance
 for doubtful accounts
  of $300,000 and $171,000 in 2000
 and 1999, respectively                             1,206,472       2,027,808
 Inventories                                          441,151         461,893
 Prepaid expenses and other current
 assets                                               258,780         339,685
 Refundable income taxes                              105,551         220,205
 Prepaid income taxes                                  97,425       2,655,419
 Net assets of discontinued operations              6,391,000      54,200,000
-------------------------------------------------------------------------------
    Total current assets                            8,602,535      60,991,718
===============================================================================
Property, Plant and Equipment, at cost,
less accumulated depreciation                         889,991       1,668,473

Other Assets                                        3,565,037       1,896,868
-------------------------------------------------------------------------------
                                               $   13,057,563   $  64,557,059
===============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
 Notes payable                                 $   18,276,246   $  69,155,487
 Accounts payable                                   1,391,700       1,499,103
 Accrued expenses                                   2,788,878       2,173,763
 -------------------------------------------------------------------------------
    Total current liabilities                      22,456,824      72,828,353
-------------------------------------------------------------------------------

Convertible Notes Payable                          10,978,369           -
-------------------------------------------------------------------------------

Other Long-Term Liability                             944,238           -
-------------------------------------------------------------------------------
Deferred Income Taxes                                 144,537       2,702,987
-------------------------------------------------------------------------------
Commitments

Stockholders' Equity (Deficit)

 Common stock, $.01 par value;
  authorized 20,000,000 shares;
  Issued and outstanding 7,891,963
    and 6,050,398 shares in 2000 and
  1999, respectively                                   78,920          60,504
 Additional paid-in capital                        18,191,200      14,574,134
 Accumulated deficit                              (39,736,525)    (25,608,919)
-------------------------------------------------------------------------------
       Total stockholders' equity
         (deficit)                                (21,466,405)    (10,974,281)
-----------------------------------------------------------------------------

                                               $  13,057,563    $  64,557,059
===============================================================================
</TABLE>
     See notes to consolidated financial statements.


                             13
<PAGE>
<TABLE>
            NEXIQ TECHNOLOGIES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

For the Years Ended September 24, 2000, September 26, 1999
----------------------------------------------------------
and September 27, 1998
----------------------
                                       2000            1999          1998
-------------------------------------------------------------------------------
<S>                                <C>             <C>             <C>
Continuing operations:
Net Sales                          $  13,351,876   $  12,228,976   $ 14,513,904
Cost of Sales                          5,431,631       4,801,990      6,438,888
-------------------------------------------------------------------------------
Gross Profit                           7,920,245       7,426,986      8,075,016
-------------------------------------------------------------------------------
Operating Expenses:
 Research and development              3,416,930       2,067,352      1,506,001
 Selling, general and
administration                         7,191,489       8,216,789      6,581,082
    Restructuring costs                1,840,000         510,000          -
-------------------------------------------------------------------------------

  Total operating expenses            12,448,419      10,794,141      8,087,083
-------------------------------------------------------------------------------

Operating Loss                        (4,528,174)     (3,367,155)       (12,067)


Other Income (Expense):
 Interest expense                     (3,351,370)       (620,213)      (234,896)
 Bank forbearance fees and
 expense                              (1,099,500)           -             -
 Other income                              1,438          12,373            595
-------------------------------------------------------------------------------
Loss before provision (benefit)
for income taxes                      (8,977,606)  $  (3,974,995)      (246,368)
Benefit for
income taxes                                -               -           (81,090)

Loss from continuing
operations                         $  (8,977,606)  $   (3,974,995) $   (165,278)

Discontinued Operations:
  Income (loss) from
  discontinued operations
   (net of applicable income
   taxes of $1,306,000 in 1998)             -          (8,849,821)     2,651,760

  Estimated loss from
   disposal of discontinued
   operations (including applicable
   income taxes of $180,000 in
   2000)                              (5,150,000)      (20,380,000)         -
--------------------------------------------------------------------------------
     Income (loss) from
       discontinued operations        (5,150,000)     (29,229,821)    2,651,760
--------------------------------------------------------------------------------
Income (loss) before
   cumulative effect of
   change in accounting
   principle                         (14,127,606)     (33,204,816)    2,486,482
Cumulative effect of change
in accounting
principle, net of applicable
income tax benefit of $1,000,000            -          (2,822,147)         -
--------------------------------------------------------------------------------
Net
Income (Loss)                      $ (14,127,606)  $  (36,026,293) $  2,486,482
================================================================================
Earnings (Loss) Per Share -
Continuing Operations (see
Note 2)                            $       (1.43)  $        (0.66) $      (0.03)
================================================================================
Net income (loss) per
share (See Note 2)                 $       (2.25)  $        (5.96) $       0.40
================================================================================
</TABLE>
See notes to consolidated financial statements.


                             14
<PAGE>


<TABLE>



            NEXIQ TECHNOLOGIES, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<CAPTION>

For the years ended September 24, 2000, September 26, 1999 and September 27,
----------------------------------------------------------------------------
1998
----


                                                           Retained       Foreign
                       Common Stock        Additional      Earnings       Currency
                       $.01 Par Value        Paid-in     (Accumulated     Translation                  Comprehensive
--------------------------------------------------------------------------------------------------------------------
                       Shares     Amount      Capital       Deficit)       Adjustment         Total       Income
--------------------------------------------------------------------------------------------------------------------
<S> <C>       <C> <C>     <C>        <C>        <C>           <C>             <C>              <C>           <C>
Balance
 September 28, 1997    5,996,737  $59,967    $13,992,540   $ 7,931,562     $  (171,214)     $ 21,812,855  $       -


Employee stock             7,582       76         50,226          -               -               50,302          -
purchase plan
Stock bonus plan           3,135       31         25,744          -               -               25,775          -
Exercise of stock         20,750      208         79,261          -               -               79,469          -
options
Income tax benefit
from stock options
exercised                   -          -          22,000          -               -               22,000          -
Foreign currency
translation                 -          -            -             -            765,627           765,627        765,627
Net income                  -          -            -        2,486,482            -            2,486,482      2,486,482
-----------------------------------------------------------------------------------------------------------------------
Comprehensive income                                                                                      $   3,252,109
                                                                                                          -------------
Balance
 September 27, 1998    6,028,204   $60,282   $14,169,771   $ 10,418,044    $   594,413      $ 25,242,510  $       -

Employee stock             6,803        68        27,317          -               -               27,385          -
purchase plan
Stock bonus plan           2,225        22         9,990          -               -               10,012          -
Exercise of stock         13,166       132        28,388          -               -               28,520          -
options
Non-employee
compensation stock
options and warrants        -           -        337,768          -               -              337,768          -
Income tax benefit
from stock options
exercised                   -           -            900          -               -                  900          -
Foreign currency
translation                 -           -           -             -           (594,413)         (594,413)      (594,413)
Net (loss)                  -           -           -       (36,026,963)          -          (36,026,963)   (36,026,963)
-----------------------------------------------------------------------------------------------------------------------
Comprehensive income                                                                                      $ (36,621,376)
                                                                                                          -------------
Balance
 September 26, 1999    6,050,398   $60,504   $14,574,134   $(25,608,919)   $      -         $(10,974,281) $       -

Sale of
Common stock           1,833,905    18,339     2,732,518          -               -            2,750,857          -
Sale of warrants
to purchase common
stock                       -           -        871,212          -               -              871,212          -
Employee stock             7,485        75        12,911          -               -               12,986          -
purchase plan
Stock bonus plan             175         2           425          -               -                  427          -
Net (loss)                  -           -           -       (14,127,606)          -          (14,127,606)   (14,127,606)
------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                                                                         $(14,127,606)
                                                                                                           -------------
Balance
 September 24, 2000    7,891,963   $78,920   $18,191,200   $(39,736,525)   $      -         $(21,466,405)
=========================================================================================================================
</TABLE>

See notes to consolidated financial statements.

                             15
<PAGE>
<TABLE>
            NEXIQ TECHNOLOGIES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

For the Years Ended September 24, 2000, September 26, 1999 and
--------------------------------------------------------------
September 27, 1998
-------------------
                                                     2000          1999           1998
-----------------------------------------------------------------------------------------------
<S>        <C>                                    <C>             <C>            <C> <C>

Cash Flows From Operating Activities
 Net Income (loss)                                 $(14,127,606)   $(36,026,963)  $   2,486,482
-----------------------------------------------------------------------------------------------
  Adjustments to reconcile net income
  to net cash provided by operating
  activities:
  Depreciation and amortization                       2,142,058       5,352,969       5,424,802
  Loss from disposal of discontinued
  operations                                          5,150,000      20,380,000            -
  Cumulative effect of change in
  accounting principle                                    -           2,822,147            -
  Write-off of software development costs                 -               -           1,312,283
  Write-off of property and equipment                     -             523,531            -
  Non-cash interest expense                               -           1,221,371            -
  Deferred income taxes                                   -             236,052      (1,173,110)
  Non-cash compensation and expenses                      -              46,000          25,775
 Changes in current assets and
 liabilities, net of effects of
 acquisitions:
  Accounts receivable                                 6,114,729       3,525,293      (5,982,700)
  Inventories                                           (81,436)     (3,149,380)        825,685
  Other current assets                                  104,530         577,773         940,689
  Accounts payable                                   (2,131,219)      6,054,951          66,926
  Accrued expenses                                    1,289,144         824,623         632,823
  Accrued income taxes                                  210,596        (616,223)      1,016,789
-----------------------------------------------------------------------------------------------
     Total adjustments                               12,798,402      37,799,107       3,089,962
-----------------------------------------------------------------------------------------------

     Net cash provided by (used in)                  (1,329,204)      1,772,144       5,576,444
     operating activities
-----------------------------------------------------------------------------------------------
Cash Flows From Investing Activities
 Proceeds from sale of discontinued
 businesses                                          39,198,151            -               -
 Additions to property, plant and                      (587,928)     (2,934,982)     (1,934,052)
 equipment
 Proceeds from sales of property,                          -               -          1,462,894
 plant and equipment
 Additions to other assets                                 -            (67,000)     (2,611,857)
 Acquisitions, net of cash acquired                        -               -        (23,495,000)
 Payments of accrued acquisition                       (151,945)       (720,140)       (362,152)
 costs
-----------------------------------------------------------------------------------------------
     Net cash provided by (used in)                  38,458,278     (3,722,122)    (26,940,167)
     investing activities
-----------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
 Proceeds from debt, net of
 debt issuance costs                                  7,536,663      3,266,523      62,893,343
 Payments of debt                                   (49,285,771)      (465,748)    (42,270,664)
 Issuance of common stock                             2,764,270         37,397          50,302
 Sale of warrants to purchase
 common stock                                           871,212           -               -
 Proceeds from exercise of stock                           -            28,520          79,469
 options
 Tax benefit on exercise of non-                           -               900          22,000
 statutory options
----------------------------------------------------------------------------------------------
     Net cash provided by (used in)                 (38,113,626)     2,867,592      20,774,450
     financing activities
----------------------------------------------------------------------------------------------
Effect of Foreign Currency
Translation on Cash                                        -             9,576          69,992
----------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and                    (984,552)       927,190        (519,281)
Cash Equivalents
Cash and Cash Equivalents, Beginning                  1,086,708        159,518         678,799
of Year
----------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of                 $     102,156    $ 1,086,708    $    159,518
Year
==============================================================================================
Supplemental Disclosure of Cash Flow
Information
 Income taxes paid (refunded)                     $    (114,198)   $   340,558    $     68,839
 Interest paid                                        7,338,975      5,831,090       3,599,679
----------------------------------------------------------------------------------------------
Supplemental Disclosure of Non-Cash
Investing Activities

 Summary of entities acquired:
 Fair value of assets acquired                     $       -       $      -       $ 28,478,663
 Cash paid                                                 -              -        (23,495,000)
----------------------------------------------------------------------------------------------

 Liabilities assumed                               $       -       $      -       $  4,983,663
==============================================================================================
</TABLE>
See notes to consolidated financial statements.

                             16
<PAGE>

1.  Business and Discontinued Operations
----------------------------------------
Business  -  Presently, NEXIQ Technologies,  Inc.  (formerly  WPI
Group,  Inc.)  (the "Company") through its subsidiary  WPI  Micro
Processor  Systems,  Inc.  (d/b/a "NEXIQ Technologies") designs,
manufactures  and markets  diagnostic hardware and software for
heavy-duty vehiclesand  is  developing  new  capabilities  for
wireless  telematics services for the transportation and logistics market.

Prior  to  2000, the Company operated through two  segments,  the
Industrial  Technology Group (consisting of WPI Electronics,  WPI
Power  Systems,  WPI  Instruments  and  WPI  Magnetec)  and   the
Information   Solutions   Group   (consisting   of   WPI   Oyster
Termiflex/MicroPalm,  WPI DecisionKey, WPI Husky  Technology  and
NEXIQ Technologies (formerly WPI Micro Processor Systems, Inc.)
The  Industrial Technology Group segment provides  highly
engineered electrical and electronic equipment, electromechanical
devices   and   precision  electromechanical  instruments.    The
Information  Solutions  Group segment is  a  provider  of  rugged
handheld  computers and terminals, as well as vehicle  diagnostic
systems.

Discontinued  Operations - During its fiscal 1999,  the
Company adopted and implemented a restructuring plan intended  to
focus on its NEXIQ Techologies business unit. In connection therewith
the Company decided to divest itself of its Industrial Technology  Group
segment and a substantial portion of its Information Solutions Group.
As a result of this decision, the following transactions were completed:

        1.      In December 1999,the  Company sold  its  industrial
                power  conversion systems and electronic ballast
                businesses (WPI Power Systems and  WPI  Electronics) to
                a private group of  investors  for approximately  $9.3
                million in cash. In  November  2000,   the   Company
                completed   the  sale  of  its  instruments   and   solenoid
                businesses  (WPI  Instruments and WPI Magnetec)  to  private
                group  of investors for approximately $6.1 million  in  cash
                and a $1 million promissory note.  See Note 12.

        2.      During  fiscal 2000, the Company completed the sale  of  its
                rugged  handheld computer and terminal business  units  (WPI
                Husky  Technology  and  WPI Oyster  Termiflex/MicroPalm)  in
                various  transactions for approximately $35.1  million  plus
                the  assumption  of  certain liabilities.  Also  during  its
                fiscal  1999, the Company decided to terminate the  software
                development  operations of its expert systems business  (WPI
                DecisionKey).

As  a  result  of  these  actions, the  Company's  remaining  and
continuing  operations  consist  solely  of  NEXIQ Technologies.
All   other businesses  are  presented  as  discontinued  operations
in  the statements of operations in accordance with Accounting Principles
Board ("APB") Opinion No. 30. Accordingly, the sales, costs and expenses
of  these  discontinued operations have been  excluded  from  the
respective  captions in the consolidated statements of operations
in  all  years presented and have been reported as income  (loss)
from discontinued operations, net of applicable income taxes.

The   net  assets  of  the  discontinued  operations  have   been
classified  as  such  on the accompanying  balance  sheet  as  of
September  24,  2000  and  September  26,  1999  as  discontinued
operations.

In  fiscal  1999,  the  Company recorded  an  estimated  loss  on
disposal  of  discontinued  operations  of  approximately   $20.4
million  which  includes an estimated loss on  the  sale  of  its
Industrial Technology Group and its rugged handheld computer  and
terminal business operations and estimated loss on future results
of  operations through the estimated date of disposal,  including
allocated interest expense.  In fiscal 2000, the Company recorded
an  additional  loss  of $5.2 million as result  of  higher  than
anticipated losses on the sale of its business units, higher  than
anticipated operating losses from discontinued operations prior to
their sale and allocated interest expense.  The Company allocated
approximately $3.0 million of  interest expense to discontinued operations
in 2000.

                             17
<PAGE>
<TABLE>

A summary of the operating results of the discontinued business is as
follows:
<CAPTION>
                             1999           1998
                          ------------   -----------
  <S>                     <C>            <C>

  Sales                   $79,779,825    $80,382,052
  Costs and                80,846,942     72,945,412
  operating expenses     ------------    -----------

  Operating income
  (loss) from
  discontinued
  operations               (1,067,117)     7,436,640
  Interest expense
  allocation
  (based on relative
  net assets) and
  other income
  expense                  (7,782,704)    (3,478,790)
                          -----------    -----------
  Income (loss) from
  discontinued
  operations
  before income
  taxes                    (8,849,821)      3,957,850
  Provision for                  -          1,306,090
  income taxes            -----------     -----------

  Income (loss) from
  discontinued
  operations             $ (8,849,821)    $ 2,651,760
                         ============     ===========
</TABLE>
Going Concern - As described in Note 4, the Company's current  bank
credit facility expires July 31, 2001. The  Company's continuation as
a going concern is dependent  upon its  ability to comply with terms of
its debt agreements  and  to obtain  additional financing or refinancing
as may  be  required. The Company can make no assurances that it will be
successful in these efforts.

If the Company is unsuccessful it would be unable to meet its
remaining short-term liquidity requirements, including debt
service, normal working capital and other cash requirements,
which would have a material adverse effect on the Company's on-
going operations and would adversely affect the solvency of the
Company.

These factors among others may raise substantial doubt about  the
Company's  ability to continue as a going concern. The  financial
statements  do not include any adjustment that might result  from
the outcome of this uncertainty.

2. Summary of Significant Accounting Policies
---------------------------------------------
Basis  of  Consolidation - The consolidated financial  statements
include  the  accounts  of  the  Company  and  its  wholly  owned
subsidiaries.    All   significant  intercompany   balances   and
transactions have been eliminated.

Fiscal  Year-end  - The Company operates on a  52-  to  53-  week
fiscal year ending on the last Sunday in September.

Revenue  Recognition  -  Sales are  recorded  when  products  are
shipped or when services are performed.  The Company provides for
estimated warranty costs at the time of shipment. Arrangements to
deliver  software  or software systems that require  significant
production, modification or customization are accounted for on  a
percentage- of- completion basis.  Revenue is recognized  in  the
proportion that the cost of milestones achieved bear to the total
estimated  costs of the project at completion.  Losses,  if  any,
are provided for in the period in which the loss is determined.

Management Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management  to  make estimates and assumptions  that  affect  the
reported  amounts  of assets and liabilities  and  disclosure  of
contingent  assets and liabilities at the date of  the  financial
statements  and  the  reported amounts of revenues  and  expenses
during  the  reporting period.  Actual results could differ  from
those estimates.

Cash  and Cash Equivalents - For the purposes of the consolidated
statements of cash flows, the Company considers all highly liquid
investments purchased with a maturity of three months or less  to
be cash equivalents.

Fair  Value  of  Financial Instruments  -  The  carrying  amounts
reported on the consolidated balance sheet for cash, receivables,
payables, accrued expenses and debt approximate fair value.

Concentration  of  Credit  Risk  -  The  Company's  exposure   to
concentrations of credit risk relates primarily to trade accounts
receivable. The Company  controls  credit  risk  by  performing
ongoing   credit evaluations of its customers' financial condition.
Management  is not  aware  of  any specific concentrations that
could  cause  a  severe impact to its operations.

Inventories  -  Inventories  are stated  at  the  lower  of  cost
(principally  first-in, first-out method) or market  and  include
materials, labor and manufacturing overhead.

                             18
<PAGE>

     Inventories consist of:

                                 2000          1999
                               ----------   ----------
          Raw materials        $  281,199   $  315,071
          Work-in-process          40,422       27,340
          Finished goods          119,530      119,482
                               ==========   ==========
                               $  441,151   $  461,893


Property, Plant and Equipment - Property, plant and equipment are
recorded  at  cost.   Expenditures for maintenance,  repairs  and
renewals  are  charged  to  expense  as  incurred  whereas  major
betterments are capitalized as additions to property,  plant  and
equipment.   The provision for depreciation and amortization  has
been  calculated using the straight-line method over the assets'
estimated useful lives.

The  components  of  property,  plant  and  equipment  and  their
estimated useful lives are as follows:

                             Useful Life        2000        1999
                             ------------     ---------   ----------

          Leasehold            3 - 7         $  128,994   $  308,700
          improvements
          Machinery and
          equipment              7              106,847      106,847
          Tooling and dies       5              173,356      173,356
          Office equipment     5 - 7          1,354,438    2,144,605
                                             ----------   ----------
                                              1,763,635    2,733,508

          Less:  accumulated                   (873,644)  (1,065,035)
          depreciation                       -----------  ----------
                                             $  889,991   $1,668,473
                                             ==========   ==========
Goodwill and Other Intangibles - The excess of the purchase price
over  the fair value of net assets acquired in an acquisition  is
included in other assets in the accompanying consolidated balance
sheets  and  is  being amortized over 15 years on a straight-line
basis.   The  Company  periodically evaluates  the  existence  of
goodwill impairment on the basis of whether the goodwill is fully
recoverable  from projected undiscounted net cash  flows  of  the
related  business  unit. Goodwill and other intangibles  (net  of
accumulated   amortization)  was  approximately  $1,700,972   and
$1,871,372   at   the   end  of  2000  and  1999,   respectively.
Amortization  included  in  continuing  operations  amounted   to
approximately $170,000 in 2000, 1999 and 1998.

Change  in  Accounting Principle - Deferred  Product  Enhancement
Costs  - Deferred product enhancement costs represent incremental
direct  costs  specifically identified with  the  adaptation  and
enhancement of existing commercial products to meet the needs  of
specifically  identified customers or markets.  Such  costs  were
amortized  on  a straight-line basis over the estimated  economic
useful  lives of the related products which did not  exceed  five
years. As of September 28, 1998, in accordance with Statement
of  Position 98-5, "Reporting on the Cost of Start-up Activities,"
the Company changed its method of accounting for deferred product
enhancement  costs  to expense these costs  as  incurred.   As  a
result, the Company recognized a cumulative affect of a change in
accounting principle of $2,822,000, net of income tax benefit of
$1,000,000.

Long-Lived  Assets - In accordance with Statement of Financial
Accounting Standard ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and Long-Lived Assets  to Be  Disposed Of," the
Company evaluates the recoverability of its carrying  value  of the
Company's long-lived assets  and  certain intangible assets based on
estimated undiscounted cash  flows  to be  generated  from each of
such assets compared to the  original estimates used in measuring the
assets.  To the extent impairment is  identified, the Company reduces
the carrying  value  of  such impaired assets.

                             19
<PAGE>

Income  Taxes - In accordance with SFAS No. 109, "Accounting  for
Income Taxes," the Company recognizes deferred income taxes based
on  the  expected future tax consequences of differences  between
the  financial  statement  basis and  tax  basis  of  assets  and
liabilities calculated using enacted tax rates in effect for  the
year in which the differences are expected to reverse.

Earnings  Per  Share - The Company calculates basic earnings  per
share  and,  if  applicable,  fully  diluted  earnings  per  share  in
accordance  with SFAS No. 128, "Earnings Per Share."  Options  to
purchase approximately 891,000 shares, 837,000 shares and 144,000
shares  of  common stock were outstanding during 2000,  1999  and
1998,  respectively, but were not included in the computation  of
diluted earnings per share because the exercise price was greater
than   the  average  market  price  of  the  common  shares  and,
therefore, the effect would be anti-dilutive.

The  computations of basic and diluted earnings (loss) per common
share for 2000, 1999 and 1998 is as follows:

                                     2000        1999            1998
                                 ------------  ----------    ------------
   Earnings  (loss)  per
   share - basic
     Continuing operations       $      (1.43) $    (0.66)   $      (0.03)
     Discontinued operations            (0.82)      (4.83)           0.44
     Effect of
     accounting change                     -        (0.47)             -
                                 ------------  ----------    ------------
     Net income (loss)           $      (2.25) $    (5.96)   $       0.41
                                 ------------  ----------    ------------
Earnings  (loss)  per
   share - diluted
     Continuing operations       $      (1.43) $    (0.66)   $      (0.03)
     Discontinued operations            (0.82)      (4.83)           0.43
     Effect of
     accounting change                     -        (0.47)             -
                                 ------------  ----------    ------------
     Net income (loss)           $      (2.25) $    (5.96)   $       0.40
                                 ------------  ----------    ------------
   Weighted average
   common shares                    6,290,290   6,043,634       6,015,192
   Effective of dilutive                   -           -          179,574
   options                       ------------   ---------    ------------

   Adjusted weighted
   average common shares            6,290,290   6,043,634       6,194,766
                                 =============  =========    ============


Foreign  Currency  Translation - Prior  to  September  24,  2000,
assets  and liabilities of the Company's foreign operations  were
translated  at year-end exchange rates.  Net sales  and  expenses
were  translated at the average rates prevailing during the year.
Balance  sheet  translation gains and losses are reflected  as  a
separate  component of stockholders' equity. The foreign currency
translation as of September 26, 1999 has been included in the net
assets  of  discontinued operations. Foreign currency  gains  and
losses  arising  from transactions are reflected  in  net  income
(loss).

During 1999 and 1998, the Company recognized  net  foreign
exchange  gains (losses) of approximately $33,000  and
($247,000),  primarily  resulting from  intercompany  transactions
with  foreign  subsidiaries. The foreign exchange gains (losses)
have  been recorded in the consolidated statements of operations in
discontinued operations.

Recent   Accounting  Pronouncements  -  In  1998,  the  Financial
Accounting  Standards Board issued SFAS No. 133, "Accounting  for
Derivative  Instruments  and Hedging Activities."  The  statement
establishes  accounting  and reporting standards  for  derivative
instruments  and hedging activities.  SFAS No. 133  requires  the
Company to recognize all derivatives on the balance sheet at fair
value.  Derivatives that are not hedges must be adjusted to  fair
value through income.  If a derivative is a hedge, the accounting
treatment of changes in fair value is based on the nature of  the
hedge.   SFAS No. 133 is effective for the Company's fiscal  year
ending  September 2001.  The Company is currently evaluating  the
impact  of  SFAS No. 133 on its consolidated financial statements
and  related disclosures.

Reclassifications - Certain prior-year amounts have been
reclassified to conform with current-year presentation.

                             20
<PAGE>

3.  Other Assets
----------------

   Other assets consist of:

                                          2000            1999
                                   ----------------   --------------
       Goodwill and other
       intangibles                 $      2,552,215   $    2,552,215
       Debt issuance costs                1,973,605            -
       Security deposits                     31,217           25,496
                                   ----------------   --------------
                                          4,557,037        2,577,711
       Less: accumulated                   (992,000)        (680,843)
       amortization                ----------------   --------------
                                   $      3,565,037   $    1,896,868
                                   ----------------   --------------


4.  Notes Payable and Long-Term Debt
-------------------------------------

Notes payable and long-term debt consist of the following as of September
24, 2000 and September 26, 1999:

                                          2000              1999
                                      --------------    --------------
Notes Payable - current:
Notes Payable to bank                 $   18,276,246    $   67,356,366
ANG Note agreements                            -             1,599,121
Other notes payable                            -               200,000
                                      --------------    --------------
Total Notes Payable current           $   18,276,246    $   69,155,487
                                      ==============    ==============

Long-term debt:
Convertible Notes Payable                 10,978,369             -
                                      --------------     -------------
Total Notes Payable and               $   29,254,615     $  69,155,487
long-term debt                        ==============     =============

Notes Payable to Bank

On August 9, 2000, the Company amended its credit facility agreement with
a syndication of banks.  The terms of the modified agreement provide a
$6,500,000 revolving line of credit and term notes which expire on July 31,
2001.  As of September 24, 2000, borrowings under the agreement totaled
$18,276,000, consisting of $1,143,000 under the revolving line of credit and
$17,133,000 of term notes. Interest on all borrowings is payable monthly at
prime (9.5% at September 24,2000) plus 1.25% through December 31, 2000 and
prime plus 1.75% thereafter.

In connection with the amendment, the Company paid an amendment fee totaling
$280,000 payable as follows: $50,000 on September 30, 2000; $60,000 on
December 24, 2000; $70,000 on April 30, 2001, and $100,000 on July 31, 2001.
A portion of the amendment fee is subject to waiver if the outstanding balance
of the term notes is less than $16,000,000 at September 30, 2000 and
$7,000,000 thereafter, or if all borrowings under the credit facility have
been paid in full prior to July 31, 2001.

In addition, the amendment provides for the potential waiver of accrued
default interest as of September 24, 2000 (approximately $253,000) as follows:
        -       50% upon receipt of proceeds from the issuance of Term B
                Convertible Notes, which was completed in November 2000
                (See Note 12)
        -       50% if all borrowings under the credit facility have been
                paid in full prior to July 31, 2001

Convertible Note Agreement

On July 31, 2000, the Company entered into a Convertible Note Agreement
with Sunrise Capital Partners, L.P., a private investment fund ("Sunrise")
and certain other participants, which included certain members of the
Company's management and certain members of the Allard-Nazarian Group, Inc.
The Convertible Note Agreement provides for a series of investment
transactions: the Term A Financing, Term B Financing and the Term C
Financing, as follows:

Term A Financing

On July 31, 2000, the Company completed the Term A Financing.
Under the Term A Financing, the Company issued the following securities in
exchange for $12,570,000 and notes outstanding principal of $1,546,000
($1,500,000 of carrying value) in cash received from Sunrise and the other
participants:

                             21
<PAGE>


        -       1,833,905 shares of common stock.  The fair value of
                the common stock issued was approximately $2,751,000.
        -       Warrants to purchase 1,613,355 shares of common stock
                at $1.75, exercisable at any time at the option of the
                holder.  The warrants expire five years from the date of
                issuance.  The fair value of the warrants was approximately
                $871,000.
        -       $14,116,875 principal value of Term A Convertible Notes.
                The Term A Convertible Notes, which mature in three years,
                bear interest at an annual rate of 10.75%, payable in cash
                or in additional notes at the option of the Company.  The
                Term A Convertible Notes are convertible at the option of
                the holder or the Company, under certain conditions, at
                $1.75 per share. The value assigned to the notes at the
                date of issuance was $10,448,000, net of a discount of
                $3,669,000.

In connection with the Term A Financing, the Company paid approximately
$1,693,000 consisting of closing costs of $282,000 (paid in additional
Term A Notes) and other professional fees.

The discounted carrying amount of the Term A Convertible Notes
as of September 24, 2000 was $10,978,000.


        Term B Financing

        Under the terms of the Convertible Note Agreement, Sunrise is
        committed to participate in the Term B Financing, subject to
        the Company satisfying certain conditions detailed in
        the Convertible Note Agreement, within 120 days of the Term A
        Financing.  The Company completed the Term B Financing in
        November 2000.  See Note 12 for discussion of the Term B
        Financing.

        Term C Financing

        Through January 31, 2001, Sunrise has the option to participate
        in up to $5,000,000 of additional financing, which would include
        Term C Convertible Notes (with identical terms as the Term B
        Convertible Notes) and additional warrants to purchase shares of
        common stock totaling 20% of the number of shares of common stock
        issuable upon conversion of the Term C Convertible Notes.

ANG Note Agreements

On August 3, 1998, the Company issued $2,750,000 in promissory notes
(the "ANG Notes") to certian members of the Allard-Nazarian Group (the
"ANG Noteholders") in connection with the acquisition of certain assets
and technology of ANG Instruments.  The notes were recorded at an 8.25%
discount rate that represented a net present value of $2,353,533.

In connection with the Convertible Note Agreement discussed above, the
ANG Noteholders exchanged all of the outstanding ANG Notes ($1,546,000
of principal with a carrying value of approximately $1,500,000).


5.  Accrued Expenses

  Accrued expenses consist of:

                                           2000               1999
                                       --------------   ---------------
       Interest                        $      587,403   $     1,446,893
       Payroll and related
       amounts                                469,599           258,374
       Bank Fees and debt issue
       costs                                  620,000              -
       Deferred gain from swap
       termination                            437,367              -
       Severance costs                        305,200           148,269
       Other taxes                            159,000              -
       Warranty                               120,000           120,000
       Acquisition related                       -              151,945
       Other                                  249,309            48,282
                                       --------------   ---------------
                                       $    2,788,878   $     2,173,763
                                       ==============   ===============

                             22
<PAGE>
<TABLE>
6. Income Taxes
----------------
<CAPTION>
The components of federal and state income taxes provisions are
as follows:

                                        2000          1999           1998
                                    ------------  ------------  --------------
        <S>                         <C>  <S>      <C>    <S>    <C>     <C>

      Current
        Federal                     $    -        $      -      $       (78,000)
        State                            -               -               (3,000)
                                    ------------  ------------  ---------------
                                         -               -              (81,000)
                                    ------------  ------------  ---------------

       Deferred
        Federal                          -               -                 -
        State                            -               -                 -
                                    ------------  ------------  ---------------
                                    $    -        $      -      $       (81,000)
                                    ============  ============  ===============

</TABLE>
<TABLE>
A reconciliation for continuing operations of income taxes at the
federal  statutory rate of 34% to income taxes at  the  Company's
effective tax rate is as follows:
<CAPTION>
                                        2000            1999           1998
                                    --------------  -------------   -----------
       <S>                          <C> <C>         <C>             <C> <C>

    Income tax at 34% of
      income before provision
       for income taxes             $   (3,052,000) $  (1,351,000)  $   (84,000)
     State income tax
      benefit
       (net of effect of
        federal tax)                         -           (184,000)       (4,000)
     Change in valuation
      allowance                          3,052,000      1,535,000           -
     Other                                   -              -             7,000
                                    --------------   ------------   -----------
                                    $        -       $      -       $   (81,000)
                                    ==============   ============   ===========
</TABLE>
The  approximate  income  tax  effect  of  temporary  differences
comprising  the  deferred  tax  assets  and  liabilities  are  as
follows:

                                            2000                1999
                                       ----------------  -----------------

   Deferred tax assets and
   valuation allowance:
    Goodwill                           $      6,460,000  $       7,440,000
    Deferred enhancement and
     software costs                             944,000          1,095,000
    Severance liability                         478,000              -
    Inventory related                            76,000            344,000
    Bad debt reserve                            120,000            365,000
    Warranty reserve                             49,000            178,000
    Payroll related                              98,000            106,000
    Stock warrants                              113,000              -
    Other                                       106,000            252,000
    Tax loss carryforward                     1,870,000          2,786,000
    Valuation allowance                      (9,101,000)       (10,226,000)
                                       ----------------   ----------------
                                              1,213,000          2,340,000
                                       ----------------   ----------------
   Deferred tax liabilities:
    Fixed asset differences                     362,000            654,000
    DISC deferral                               885,000            996,000
    Goodwill                                       -               791,000
    Other                                        14,000            (53,000)
                                       ----------------    ---------------
                                              1,261,000          2,388,000
                                       ----------------    ---------------

   Net deferred liabilities            $         48,000    $        48,000
                                       ================    ===============

                             23
<PAGE>

For  income tax purposes, the Company had available, at September
24,  2000,  net operating loss ("NOL") carryforwards for  regular
income tax purposes of approximately $5.5 million.

7. Common Stock
---------------
A) Stock Option Plans

The  Company  has stock option plans for selected  officers,  key
employees  and  directors.  Under these  plans,  options  may  be
granted at a price equal to at least the fair market value at the
date   of  the  grant.  Options  granted  under  the  plans   are

                             22
<PAGE>

exercisable  at  various  dates as specified  in  the  underlying
option   agreement.   The  options  automatically   expire   upon
termination of employment with the Company.

A summary of stock option activity for each of the three years in
the period ended September 24, 2000, is as follows:

                                   Shares Under      Weighted-Average
                                      Option          Exercise Price
                                 ----------------   -----------------
 Outstanding, September 28, 1997        529,696          $   5.38
    Exercised                           (20,750)             3.83
    Terminated                          (38,000)             7.36
    Granted                             296,000              9.60
                                 -----------------  ------------------
 Outstanding, September 27, 1998        766,946              6.95
    Exercised                            (2,500)             2.88
    Terminated                         (133,666)             7.96
    Granted                             266,700              5.18
                                 -----------------  -------------------
 Outstanding, September 26, 1999        897,480              6.31
    Exercised                              -                   -
    Terminated                         (431,000)             6.01
    Granted                             425,000              1.54
                                 -----------------  -------------------
 Outstanding, September 26, 2000        891,480          $   4.18
                                 =================  ===================
<TABLE>
The following is a summary of options outstanding and exercisable
at September 24, 2000:
<CAPTION>
<C>   <S> <C>         <C>                   <S>      <C>                    <C>      <C>

                       Options Outstanding                               Options Exercisable
-----------------------------------------------------------------------------------------------------
                    Number        Weighted Average                      Number
Range of          Outstanding     Remaining          Weighted Average   Exercisable  Weighted Average
Exercise Prices   at 9/24/00      Contractual Life   Exercise Price     at 9/24/00   Exercise Price
-----------------------------------------------------------------------------------------------------

$1.44 to  $2.99    425,000           9.4 years       $ 1.54            210,419        $ 1.49
$3.00 to  $5.99    146,200           8.2               5.10            115,403          5.33
$6.00 to  $8.99    297,280           6.6               6.97            287,281          6.98
$9.00 to  $11.13    23,000           6.7              11.13             15,336         11.13
                  -----------                                         -------------
                   891,480           8.2               4.18            628,439          4.94
                  ===========                                         =============
</TABLE>

As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation,"
the Company has elected to continue to apply APB Opinion No. 25
"Accounting for Stock Issued" to account for its stock- based compensation
plans. Had compensation for the stock option plans been
determined using the fair value at the grant dates for awards
under those plans, consistent with the guidelines of SFAS No.
123, the Company's net income (loss) and net income (loss) per
share would have been increased (decreased) to the pro forma
amounts listed below:

                           2000             1999             1998
                       -------------    -------------    --------------
Pro forma net loss from
continuing operations  $   (8,691,282)  $  (4,456,989)   $     (689,675)

Pro forma diluted net
(loss) per share       $       (1.38)   $       (0.74)   $        (0.11)


                             24
<PAGE>


Consistent with SFAS No. 123, pro forma net income and earnings
per share have not been calculated for options granted prior to
September 24, 1995.  Pro forma compensation cost may not be
representative of that to be expected in future years.

The weighted average fair value of options granted was $.77,
$2.35 and $4.68 for options granted during 2000, 1999 and 1998,
respectively.  The values were estimated on the date of grant
using the Black-Sholes option pricing model with the following
weighted average assumptions used for grants in 2000, 1999 and
1998, respectively: risk-free interest rates ranging from 4.0% to
6.6%, expected dividend yield of 0% for the periods, expected
options lives of five years and expected volatilities ranging from
46.7% to 49.2%.

B) NEXIQ Employee Stock Purchase Plan

The  Company's Employee Stock Purchase Plan (the "Purchase Plan")
was  adopted  by  the Board of Directors on June  1,  1997.   The
Purchase  Plan  is  a  qualified stock purchase  plan  under  the
Internal  Revenue  Code covering all employees  of  the  Company,
except  employees  who are owners of 5% of the  Company's  stock.
Eligible  employees can purchase shares on a quarterly  basis  on
December  15,  March 15, June 15 and September  15.  The  minimum
purchase  amount  is 10 shares per quarter to a  maximum  of  400
shares per year.  The purchase price of the shares is 93% of  the
average  of  the  closing prices of the common stock  during  the
period  of five trading  days  ending on  the  purchase  date.  An
aggregate  of 30,000 shares was reserved for issuance  under  the
Purchase Plan. Shares purchased under the Company's Purchase Plan
were 7,485 shares, 6,803 shares and 7,582 shares in 2000, 1999 and
1998, respectively.


C) NEXIQ Stock Bonus Award Plan

The  Company's  Stock  Bonus Award Plan (the  "Bonus  Plan")  was
adopted  by the Board of Directors on June 1, 1997. All employees
of  the Company, except employees who are owners of 5% or more of
the  Company's stock, are eligible to participate  in  the  Bonus
Plan.   The  Bonus  Plan allows for the award of  shares  of  the
Company's common stock.  Awards under the Bonus Plan are made  at
the  discretion of the Chief Executive Officer to  employees  who
have demonstrated outstanding performance and commitment in their
employment  with the Company. An aggregate of 20,000  shares  was
reserved for issuance under the Bonus Plan. Shares awarded  under
the  Company's Bonus Plan were 175 shares, 2,225 shares and 3,135
shares in 2000, 1999 and 1998, respectively. The compensation expense
related to these awards is not significant.

8. Employee Benefits

A) NEXIQ 401k Plan

The  Company has a Profit Sharing 401(k) Plan for the benefit  of
eligible  United States employees, whereby the Company matches  a
portion of the employees' contributions to the plan. During 2000,
the   Company   matched  50%  of  the  first  5%  of   employees'
contributions.    The  Company's expense included  in  continuing
operations  relating  to  this  plan  amounted  to  approximately
$82,000,   $70,000  and  $51,000  in  2000,  1999   and   1998,
respectively.

9. Significant Customers

For Fiscal 2000, 1999 and 1998, a distributor with rights to sell
certain NEXIQ product represented approximately 36%, 51% and  60%,
respectively, of NEXIQ's net sales.  Another customer  represented
approximately 16% of NEXIQ's net sales for fiscal 1999.

10. Commitments

The  Company leases certain buildings, office space and equipment
under various lease agreements that expire at various dates over
the next four years.

As  of  September  24, 2000, the aggregate future  minimum  lease
commitments under operating and capital leases obligations are as
follows:

                             25

<PAGE>


                                     Operating
        Fiscal Year                   Leases
        -----------                 ------------
        2001                        $    332,000
        2002                             332,000
        2003                             199,000
        2004                             103,000
        2005                                -
                                    ------------
        Total minimum lease
        payments                    $    996,000
                                    ============

Total rental expense included in continuing operations charged to
operations for 2000, 1999 and 1998 totaled approximately
$287,000, $332,000 and $317,000, respectively.

During fiscal 2000, the Company entered into a severance agreement
with a former executive officer, which provides for payments and
benefits totaling approximately $294,000 per year for a five-year
period commencing January 1, 2000 which, was charged to operations
during fiscal 2000.

The Company has a Change in Control Plan, which entitles two current
officers and one key employee upon a change of control event as defined
in the plan to a lump-sum severance benefit equal to nine to eighteen
months of base salary, plus bonus, if the two current officers or the
key employee is terminated without cause within one year of the change
in control.

11.  Restructuring Costs
------------------------

During 2000, the Company entered into a severance agreement  with
certain  former executives and officers. In connection  with  the
agreements,  the  Company  recorded  a  restructuring  charge  of
$1,840,000, consisting primarily of the continuation  of  payroll
and   benefits   subsequent  to  termination.    Of   the   total
restructuring charge, $602,000 was paid during fiscal  2000.  The
remaining $1,238,000 will be paid over a five-year period  ending
December   2004  in  connection  with  the  terms  of  a   former
executive's severance agreement.

During 1999, the Company entered into a severance agreement  with
a  former  executive.   In  connection with  the  agreement,  the
Company  recorded a restructuring charge of $510,000,  consisting
primarily  of the continuation of payroll and benefits subsequent
to   termination.   During  2000  and  1999,  the  Company   paid
approximately  $148,000  and  $362,000,  respectively,   of   the
charges.


12. Subsequent Events
---------------------

At  the Company's annual shareholder meeting on November 2, 2000,
the  Company's  shareholders approved a number of proposals.  The
shareholders  approved the following amendments to the  Company's
Article  of  Incorporation:

        -       Change the Company's  name  from  WPI
                Group,  Inc. to NEXIQ Technologies, Inc.
        -       Increase the number  of shares  of common stock
                that Company is authorized to issue  from
                20 million to 75 million.
        -       Authorize the issuance of 20 million
                shares  of  preferred stock.
        -       Increase the  number  of  shares available for
                issuance under the Company's 1997 Equity Incentive Plan
                from 750,000 to 3,500,000 and to increase the limit
                on the number of stock-based awards that can be
                granted to any one person during any year from
                200,000 to 500,000.

In November 2000, the Company completed the sale of WPI
Instruments, Inc. and WPI Magnetec, Inc. to an investor group
led by WPI Instruments management for approximately $6.1 million
in cash and a $1.0 promissory note, subject to final purchase price
adjustments. The proceeds from the sale were applied to the
outstanding bank debt and reduce outstanding bank term loans by
$5.0 million.
                             26
<PAGE>


In November 2000, the Company completed the Term B Financing under the
Convertible Note Agreement discussed in Note 4.  Under the terms of
the Term B Financing, the Company received $5,000,000 in cash in exchange
for the following securities:

        -       Warrants to purchase approximately 571,000 shares of
                common stock at $1.75, exercisable at any time at the
                option of the holder.  The warrants expire in five years.
                The fair value of the warrants was approximately $309,000.
        -       $5,000,000 principal value of Term B Convertible Notes.  The
                Term B Convertible Notes, which mature July 31, 2003, bear
                interest at an annual rate of 10.75% payable in cash or in
                additional notes at the option of the Company.  The Term B
                Convertible Notes are convertible at the option of the holder
                or the Company, under certain conditions, at $1.75 per share.


13. Business Segment and Geographical Information
--------------------------------------------------

The   Company  operates  in  one  industry:  vehicle   diagnostic
equipment and software.


14.   Selected Quarterly Financial Information (Unaudited)
-----------------------------------------------------------
Selected quarterly financial information for the years ended
September 24, 2000 and September 26, 1999 is as follows:

(in thousands, except earnings per share)

                    First       Second      Third       Fourth
                    Quarter     Quarter     Quarter     Quarter
                    --------    -------     -------     -------
2000
-----

Net sales           $ 3,573     $ 3,588     $ 3,574      $ 2,617
Gross profit          2,139       2,166       2,165        1,450
Loss from
continuing
operations           (2,952)     (1,554)     (1,608)      (2,864)
Loss from
discontinued
operations              -        (1,560)       (615)      (2,975)
Net loss             (2,952)     (3,114)     (2,223)      (5,839)
Earnings (loss) per
share
   Continuing
     operations       (0.49)      (0.26)      (0.27)       (0.41)
   Discontinued
     operations         -         (0.26)      (0.10)       (0.42)
   Net loss           (0.49)      (0.52)      (0.37)       (0.83)

1999
-----
Net sales           $ 3,110     $ 3,278     $ 2,169      $ 3,222
Gross profit          1,993       2,055       1,516        1,863
Loss from
continuing
operations             (283)       (612)     (1,553)      (1,527)
Loss from
discontinued
operations             (275)       (905)     (1,695)     (26,354)
Change in
accounting
principle            (2,822)         -          -           -
Net loss             (3,380)     (1,517)     (3,248)     (27,881)

Earnings (loss) per
share
 Continuing
   operations         (0.05)      (0.10)      (0.26)      (0.25)
 Discontinued
   operations         (0.04)      (0.15)      (0.28)      (4.36)
 Change in
   accounting
   principle          (0.47)         -          -           -
Net loss              (0.56)      (0.25)      (0.54)      (4.61)

Item 9. Changes in and Disagreements with Accountants on
--------------------------------------------------------
Accounting and Financial Disclosure
-----------------------------------

None

                             27

<PAGE>
                            Part III


Item 10. Directors and Executive Officers of the Registrant
-----------------------------------------------------------

       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                              Officer or
Name                  Age     Director Since       Position with the Company
-----                 ---     --------------       -------------------------

John R. Allard        35      1998                 Chairman of the Board and
                                                   Chief Executive Officer

Paul G. Giovacchini   43      1990                 Director

Irwin A. Gold         43      2000                 Director

Joseph A. Julian Jr.  33      2000                 Director

David  A. Preiser     43      2000                 Director

John W. Powers        43      1997                 Vice President,
                                                   Chief Financial Officer

Michael D. Stewart    32      2000                 Director

Bernard H. Tenenbaum  45      1994                 Director


John  R. Allard has been Chairman of the Company since July 2000,
a  director  of  the Company since August 1998 and President  and
Chief Executive Officer of the Company since December 1999.  From
February  1999 to December 1999, Mr. Allard served  as  President
and  Chief  Operating  Officer of the Company.   Mr.  Allard  was
Senior  Vice President, Business Development from August 1998  to
February 1999.  Mr. Allard is also a Director and Senior  Partner
of  Allard  Nazarian  Group,  Inc.,  where  he  served  as  Chief
Executive Officer from December 1992 to August 1998.

Paul  G.  Giovacchini has been a director of  the  Company  since
September  1990.   Mr. Giovacchini has been a  Senior  Investment
Manager  for  Signal  Capital Corporation, a  Massachusetts-based
investment  firm, since August 1990.  Since 1995, Mr. Giovacchini
has  also  been a partner of Seacoast Capital Partners,  L.P.,  a
private  equity investment partnership which focuses on investing
in small, growing companies.

Irwin A. Gold has been a director of the Company since July 2000.
Mr. Gold is a Senior Managing Director and member of the Board of
Directors  of Houlihan Lokey Howard & Zukin, ("Houlihan  Lokey"),
an  affiliate of Sunrise Capital Partners, L.P. ("Sunrise").  Mr.
Gold  is a principal of Sunrise and has been national co-director
of  Houlihan  Lokey's Financial Restructuring Group  since  1988.
Mr. Gold is also a director of Cole National Corporation.

Joseph  A.  Julian, Jr. has been a director of the Company  since
July 2000.  Mr. Julian is currently a principal of Sunrise.   Mr.
Julian  has  worked  for  the Financial  Restructuring  Group  of
Houlihan Lokey since 1989.

David  A.  Preiser has been a director of the Company since  July
2000.   Mr. Preiser is currently the Managing Partner of Sunrise.
Mr.  Preiser has worked for the Financial Restructuring Group  of
Houlihan Lokey since 1991.  Mr. Preiser is also a director of Jos
A. Bank Clothiers and NVR Inc.

John  W.  Powers has been Vice President, Chief Financial Officer
of the Company since February 1997.  From August 1993 to February
1997,  Mr.  Powers  was  the  Chief Financial  Officer  of  Janco
Companies,  a  manufacturer of medical and  electronic  products.
Prior   to  August  1993,  Mr.  Powers  was  a  certified  public
accountant with a national and regional public accounting firm.

                             28

<PAGE>

Michael D. Stewart has been a director of the Company since  July
2000.    Mr.  Stewart  is  currently  a  principal  of   Sunrise.
Mr.  Stewart has worked for the Financial Restructuring Group  of
Houlihan Lokey since 1990.

Bernard  H.  Tenenbaum has been a director of the  Company  since
1989.  Since April 1997, Mr. Tenenbaum has been President of  the
Children's  Leisure  Products Group  of  The  Jordan  Company,  a
leveraged  buyout  firm based in New York.  From  1993  to  1997,
Mr.  Tenenbaum was Vice President, Corporate Development, of Russ
Berrie  &  Company, a global impulse-gift company.  Mr. Tenenbaum
was  also  the founding Director of the George Rothman  Institute
for Entrepreneurial Studies at Fairleigh Dickinson University  in
New  Jersey.  He also served as the Associate Director of the Sol
C.  Snider  Entrepreneurial Center of the Wharton School  at  the
University  of  Pennsylvania.   In  addition  to  his  career  in
business development and advanced business studies, Mr. Tenenbaum
has   served  as  a  business  consultant  for  AT&T,  IBM  CIGNA
Corporation and the Philadelphia Phillies.

Pursuant to the Convertible Note Agreement with Sunrise (see Note 4
to the consolidated financial statements), for so long as any of the
promissory notes purchased by Sunrise remain outstanding, the Company
has agreed to nominate for election to the Company's Board of Directors
a majority of nominees designated by Sunrise.  Accordingly, in connection
with the Convertible Note transaction, four Board members resigned and
were replaced by four nominees designated by Sunrise who were elected
by the remaining Board members: David A. Presier, Joseph A. Julian Jr.,
Michael D. Stewart and Irwin N. Gold.


Item 11. Executive Compensation
-------------------------------

                     EXECUTIVE COMPENSATION

The   following  table  sets  forth  information  concerning  the
compensation  for services in all capacities to the  Company  for
the fiscal years ended September 24, 2000, September 26, 1999 and
September  27,  1998 of those persons who were at  September  24,
2000  (i)  the Chief Executive Officer and (ii) each of the  four
most  highly compensated executive officers of the Company  other
than  the  Chief  Executive Officer, (with  the  Chief  Executive
Officer, collectively, the "Named Officers").

<TABLE>
Summary Compensation Table
<CAPTION>

                                                                        Long Term
                                                                       Compensation
                                        Annual Compensation (1)      Securities Underlying        All Other
Name and Principal Position     Year    Salary($)      Bonus($)           Options               Compensation
---------------------------     ------  ----------     --------      ---------------------      ------------
<S>                             <C>     <C>                <S>         <C>                          <C>

John Allard                     2000    300,040            -           200,000                      15,091
Chairman and CEO
                                1999    272,921            -            25,000                       9,234

                                1998       -               -            20,000                         -

Michael Foster (2)              2000    138,133            -               -                         5,321
Former Chairman
and CEO                         1999    509,648            -           186,000                      73,651

                                1998    400,036            -               -                        23,855

John Powers                     2000    178,263          50,000         50,000                       9,783
Vice President,
CFO                             1999    168,222            -             7,200                      10,803

                                1998    135,522            -             5,000                      10,848
</TABLE>

(1)   Excludes  perquisites  and other personal  benefits,  the
      aggregate  annual  amount  of which  was  less  than  the
      lesser  of  $50,000 or 10% of the total of annual  salary
      and bonus reported.

(2)   Mr.  Foster  retired  as  Chairman  and  Chief  Executive
      Officer as of December 21, 1999.

                             29
<PAGE>

Option Grants in Last Fiscal Year  (Individual Grants)
<TABLE>
The following table contains information concerning the grant of
stock options under the Company's 1995 Stock Option Plan and the
1997 Equity Incentive Plan to the Named Officers during the
Company's last fiscal year.
<CAPTION>

                  Number of        % of Total
                 Securities        Options Granted
                 Underlying         to Employees         Exercise   Expiration  Grant Date
Name             Options Granted   In Fiscal 2000        Price($)      Date     Present Value(3)
-----           ----------------   ---------------       --------   ----------- ---------------
<S>               <C>     <C>            <C>               <C>        <C>         <C>

John Allard       200,000 (1)            47%               $1.437     01/26/00    $ 144,580
Chairman and
CEO


Michael Foster (2)   -                      -                 -          -              -
Former Chairman,
CEO

John Powers        50,000 (3)              12%             $1.437     01/26/00    $   36,145
Vice President,
CFO
</TABLE>

  (1)   Options  granted  under the NEXIQ Technologies,  Inc.   1997
        Equity Incentive Plan at an exercise price equal to the fair
        market  value of the Company's Common Stock on the  date  of
        grant.  The options granted to Mr. Allard are fully vested.
  (2)   Options  granted  under the NEXIQ Technologies,  Inc.   1997
        Equity Incentive Plan at an exercise price equal to the fair
        market  value of the Company's common stock on the  date  of
        grant.  The options granted to Mr. Powers are fully vested.
  (3)   Mr.  Foster  retired as Chairman and CEO as of December  21,
        1999.
  (4)   The  weighted average fair value of options granted  to  the
        named officers was $.72. The values were estimated on  the
        date  of  grant using the Black-Sholes option pricing  model
        with  the following weighted average assumptions used:  Risk
        free  interest  rate of 6.6%,  expected dividend  yield of 0%,
        expected option lives of 5 years  and expected volatility
        of 47.4%.



Option Exercises and Fiscal Year End Values

The   following  table  contains  information  with  respect   to
aggregate  stock  options exercised by the Named Officers  during
fiscal  2000  as  well  as unexercised options  to  purchase  the
Company's  Common Stock granted through September 24, 2000  under
the  Company's  1995 Stock Option Plan or 1997  Equity  Incentive
Plan to the Named Officers and held by them at that date.
<TABLE>
Aggregated Options/SAR Exercises in Last Fiscal Year and Fiscal
Year End Option Value
<CAPTION>

<S>                                           <C>              <C>      <C>    <C>   <C>    <C>

                                            Number of               Value of Unexercised
                                           Unexercised                In-the -Money
                                            Options at                     at
                                         September 24, 2000          September 24, 2000
                Shares                       Common Stock               Common Stock
                Acquired                     -------------              -------------
                on           Value
Name            Exercise(#)  Realized($)  Exercisable   Unexercisable   Exercisable  Unexercisable
-----           -----------  -----------  -----------   -------------   -----------  -------------

John Allard         -           -             155,001          89,999   $    37,500  $    18,750

Michael Foster      -           -             317,280             -            -            -

John Powers         -           -              44,067          33,333         9,375        4,688
Powers
</TABLE>

(1) Based  on the difference between the exercise price  of  each
    grant and the closing price of the Company's Common Stock  as
    quoted  on  the OTC Bulletin Board on September 24, 2000, which
    was $1.71875.

The  foregoing options were granted under either the  1995  Stock
Option  Plan (the "1995 Plan") or the 1997 Equity Incentive  Plan
(the  "1997  Plan").  Both plans are administered  by  the  Stock
Option/Compensation Committee, which consists of  not  less  than
three  outside  directors.   The  Committee  determines  the  key
employees  to whom, and the time or times at which, options  will
be  granted, the number of shares subject to each option and  the
terms  upon  which each option may be granted.  An  aggregate  of
550,000  shares  of common stock are reserved for issuance  under
the  1995 Plan and an aggregate of 750,000 shares of common stock

                             30
<PAGE>

are  reserved  for  issuance under  the  1997  Plan.   Since  the
adoption of the 1995 Plan on June 6, 1995, options for a total of
550,000 shares of common stock (or all of the shares reserved for
issuance)  have  been  granted  to  selected  officers  and   key
employees of the Company.  Since the adoption of the 1997 Plan on
June  10,  1997, options for a total of 750,000 shares  of  common
stock have been granted to selected officers and key employees of
the Company.

Change In Control Plan and Severance Agreements

The  Board  of  Directors has adopted a Change  in  Control  Plan
covering  nine  officers and key employees, including  the  Named
Executive Officers.  The provisions of the Change in Control Plan
become   effective  only  upon  the  occurrence   of   an   event
constituting  a  change  in control of the  Company.   Under  the
Change in Control Plan, a "Change in Control" shall be deemed  to
have  occurred  if any of the following events  occur:   (i)  any
"person" (as such term is defined in Section 13 and 14 under  the
Exchange  Act) except for Michael Foster, directly or indirectly,
is  or becomes the "beneficial owner" (as such term is defined in
Rule  13d-3  under  the  Exchange Act) of  25%  or  more  of  the
Company's Common Stock; (ii) any change occurs in the composition
of  NEXIQ's  Board of Directors resulting in a  majority  of  the
present directors not constituting a majority two years from such
date,  provided  that directors who were elected  by  or  on  the
recommendation  of such present majority shall  be  excluded;  or
(iii) any other event that would be required to be reported under
Item 1 of Form 8-K pursuant to Section 13 or Section 15(d) of the
Exchange  Act.  A change in control shall not be deemed  to  have
occurred if such change in control results from a distressed sale
of  NEXIQ  due to the Company's material default with respect  to
any applicable debt covenants with its lender.

The  Change in Control Plan provides that if, within one (1) year
after  a  change of control of WPI, a Named Executive Officer  is
discharged  without Cause (as defined below) or has resigned  for
reasons   relating   to   a   diminution   of   responsibilities,
compensation  or benefits or relocation of place  of  employment,
NEXIQ  shall pay to such individual a lump sum severance benefit.
For  purposes of the Change in Control Plan, "Cause"  shall  mean
conviction of certain crimes, willful misconduct or conduct  that
caused  NEXIQ to suffer a substantial loss or damage.  Currently,
each  Named  Executive  Officer would receive  between  nine  and
eighteen  months of base salary, plus bonus, depending  upon  the
Named  Executive Officer's years of service and status  with  the
Company.   At  the  discretion of the  Board  of  Directors,  the
vesting of options may be accelerated in the event of a Change in
Control.   A Named Executive Officer may resign at any  time  and
for any reason within one year of a Change in Control and receive
the base salary component only of the lump sum benefit.

In  addition to being covered by the Change In Control Plan,  Mr.
Allard has a Severance Agreement with the Company which provides,
in  relevant part, that if the Company terminates his  employment
for  any reason other than cause, or in connection with a change-
in-control,  the  Company will continue to pay him  at  his  then
present salary rate for a period of eighteen months.

Mr.  Foster  has  a  severance agreement with the  Company  which
provides,  in relevant part, for severance and benefits  totaling
approximately  $294,000  per  year  for  the  next  five   years,
effective January 1, 2000.  The agreement also provides  for  the
full  vesting of options held by Mr. Foster.  The expiration  and
option exercise prices remain unchanged.

                             31
<PAGE>

Item  12.  Security  Ownership of Certain Beneficial  Owners  and
-----------------------------------------------------------------
Management
----------
<TABLE>
              MANAGEMENT AND PRINCIPAL SHAREHOLDERS
<CAPTION>

The  following  table  sets forth certain  information  regarding
beneficial ownership of the common stock as of December  9,  2000
by  (i)  each  person who is known by the Company to beneficially
own  more than 5% of the outstanding shares of common stock; (ii)
each  of  the  Company's directors; and (iii) all  directors  and
officers of the Company as a group:
<S>   <C>      <C>                   <C>                        <C>

                            Number of Shares
Name and Address            Beneficially Owned    Percentage Beneficially Owned
-----------------           -------------------   -----------------------------
John R. Allard (1)                   464,527                    6%
1155 Elm Street
Manchester, NH 03101

Paul G. Giovacchini (2)               15,333                     *
55 Ferncroft Road
Danvers, MA 01923

Irwin N. Gold (3)                 14,048,529                   69%
685   Third   Avenue,
15th Floor
New York, NY 10017

Joseph A. Julian Jr.(4)           14,048,529                   69%
685   Third   Avenue,
15th Floor
New York, NY 10017

John W. Powers (5)                    79,800                    *
1155 Elm Street
Manchester, NH 03101

David A. Preiser (6)              14,048,529                   69%
685   Third   Avenue,
15th Floor
New York, NY 10017

Michael D. Stewart (7)            14,048,529                   69%
685   Third   Avenue,
15th Floor
New York, NY 10017

Bernard H.Tenenbaum (8)               18,428                    *
767  5th Avenue, 48th
Floor
New York, NY 10053

Gerald R. Allard (9)                 706,770                    9%
520 South Collier
Boulevard
Chalet Number 301
Marco Island, FL
38937

Dimensional Fund                     468,300                    6%
Advisors (10)
1299   Ocean  Avenue,
11th Floor
Santa Monica, CA
90401

Michael H. Foster (11)               925,937                   11%
35 Harbour Green
Key Largo, FL 33037

Sunrise Capital                   14,048,529                   69%
Partners, L.P. (12)
685   Third   Avenue,
15th Floor
New York, NY 10017

All executive                     14,626,618                   70%
officers and
directors a group
(8 persons) (13)
</TABLE>

*  Less than one percent

                             32
<PAGE>

(1)  Mr. Allard has shared voting power (with Sunrise, see footnote
     (12)) and sole dispositive power with respect to the 464,527
     shares (which figure includes 295,167 shaers of common stock
     which Mr. Allard has the right to acquire within 60 days pursuant
     to exercise of stock options, 17,142 shares of common stock which
     Mr. Allard has the right to acquire within 60 days pursuant to
     exercise of common stock purchase warrants and 87,429 shares of
     common stock which Mr. Allard has the right to acquire within 60
     days pursuant to the conversion of convertible promissory notes
     held by him.)

(2) Includes  15,333 shares of the Company's common stock  which  Mr.
    Giovacchini  has the right to acquire within 60 days pursuant  to
    exercise of stock options.

(3)  Includes   14,048,529  shares  of  the  Company's  common   stock
     beneficially owned by Sunrise (see footnote (12)). Mr.  Gold  may
     be  deemed  to  share beneficial ownership of  the  common  stock
     owned  by  Sunrise  by virtue of his status  as  a  principal  of
     Sunrise Advisors, LLC, the managing partner of Sunrise. Mr.  Gold
     disclaims any beneficial ownership in these shares.

(4)  Includes   14,048,529  shares  of  the  Company's  common   stock
     beneficially  owned by Sunrise (see footnote  (12)).  Mr.  Julian
     may  be deemed to share beneficial ownership of the common  stock
     owned  by  Sunrise  by virtue of his status  as  a  principal  of
     Sunrise  Advisors,  LLC,  the managing partner  of  Sunrise.  Mr.
     Julian disclaims any beneficial ownership in these shares.

(5)  Includes 79,800 shares of the Company's common stock  which  Mr.
     Powers  has  the  right to acquire within  60  days  pursuant  to
     exercise of stock options.

(6)  Includes   14,048,529  shares  of  the  Company's  common   stock
     beneficially  owned by Sunrise (see footnote (12)).  Mr.  Preiser
     may  be deemed to share beneficial ownership of the common  stock
     owned  by  Sunrise  by virtue of his status  as  a  principal  of
     Sunrise  Advisors,  LLC,  the managing partner  of  Sunrise.  Mr.
     Preiser disclaims any beneficial ownership in these shares.

(7)  Includes   14,048,529  shares  of  the  Company's  common   stock
     beneficially  owned by Sunrise (see footnote (12)).  Mr.  Stewart
     may  be deemed to share beneficial ownership of the common  stock
     owned  by  Sunrise  by virtue of his status  as  a  principal  of
     Sunrise  Advisors,  LLC,  the managing partner  of  Sunrise.  Mr.
     Steward disclaims any beneficial ownership in these shares.

(8)  Includes  15,333 shares of the Company's common stock  which  Mr.
     Tenebaum  has  the  right to acquire within 60 days  pursuant  to
     exercise of stock options.


(9)  According  to  a  Schedule  13D filed  with  the  Securities  and
     Exchange  Commission  (the "Commission") on  September  8,  2000,
     Gerald  R.  Allard and a subsequent transaction, Mr. Allard, a
     private investor with an  address  of  520
     South   Collier  Boulevard,  Chalet  Number  301,  Marco  Island,
     Florida  38937, has shared voting power (with Sunrise, see footnote
     (12)) and sole dispositive voting power with respect to the
     706,770 shares of common stock (which figure includes 36,785 shares
     of common stock which Mr. Allard has the right to acquire within 60
     days pursuant to the exercise of common stock purchase warrants and
     187,607 shares of common stock which Mr. Allard has the right to
     acquire within 60 days pursuant to the conversion of convertible
     promissory notes held by him).

(10) According  to  a  Schedule  13G  filed  with  the  Commission  on
    February  3,  2000,  Dimensional  Fund  Advisers,  a  Commission-
    registered  investment  adviser  with  its  principal  place   of
    business  at  1299  Ocean  Avenue,  11th  Floor,  Santa   Monica,
    California  90401,  has  sole voting and dispositive  power  with
    respect to the 468,300 shares of common stock.

(11) Includes  317,280 shares of the Company's common stock which  Mr.
    Foster  has  the  right to acquire within  60  days  pursuant  to
    exercise  of  stock options. Mr. Foster retired as  Chairman  and
    Chief Executive Officer of the Company on December 21, 1999.

(12) According  to  a  Schedule 13D  filed  with  the  Commission   on
     November 17, 2000, Sunrise, a private investment fund with its  principal
    place  of business at 685 Third Avenue, 15th Floor, New York,  NY
    10017,  has  sole  voting and dispositive power with  respect  to
    12,689,187  shares  of  common stock (which figure  includes
    1,828,572     shares  of  common stock which Sunrise has the right
    to  acquire within  60 days pursuant to the exercise of common stock
    purchase warrants  and 9,325,715 shares of common stock which  Sunrise
    has the  right  to acquire within 60 days pursuant to the  conversion
    of  convertible promissory notes held by Sunrise).  Sunrise  also
    has  shared voting power (but not shared dispositive power)  with
    respect  to 1,359,342 shares of common stock not held of  record  by
    Sunrise  but  which  are the subject of a stockholders  agreement
    between Sunrise and the owners of such shares.

(13) Includes 14,626,618 shares  of  the Company's  Common  Stock  which
   certain officers and directors have a right to acquire within  60
   days  of  the  date  hereof pursuant to  the  exercise  of  stock
   options  which  are deemed to be outstanding for the  purpose  of
   computing  the percentage ownership of officers and directors  as
   a group.
                             33
<PAGE>

Item 13. Certain Relationships and Related Transactions
-------------------------------------------------------
Certain Relationships and Related Transactions

On July 31, 2000, the Company and its subsidiaries entered into
a Convertible Note Agreement with Sunrise Capital Partners, L.P.,
a private investment fund.  David A. Presier, Joseph A. Julian Jr.,
Michael D. Stewart and Irwin N. Gold, directors of the Company, are
affiliated with Sunrise.  Pursuant to the Convertible Note Agreement,
Sunrise and certain other participants (which include John R. Allard
and certain members of the Allard-Nazarian Group, Inc.) agreed to
invest up to $24.1 million in convertible promissory notes, common
stock of the Company, and warrants to purchase common stock.  Sunrise
and the other participants will purchase the securities from the Company
in three series.  The first and second series of securities were
purchased on August 9, 2000 and November 16, 2000, respectively.  The
purchase of the third series of securities is at the option of Sunrise.
See Note 4 to the consolidated financial statement for a more complete
description of the Sunrise transaction.

Prior  to  the  sale  of WPI Instruments in  November  2000,  the
Company  leased  and occupied a building at 850  Perimeter  Road,
Manchester,  New  Hampshire (the "Perimeter Road Facility")  from
850  Perimeter  Road Associates NA, LLC, a New Hampshire  limited
liability  company in which Mr. Allard is a member.   The  yearly
base  rental  for the Perimeter Road facility, which  houses  the
operations   of   WPI  Instruments,  Inc.,   was approximately
$468,000.   In management's opinion, the lease rate for this facility
is not  in excess of the range of fair market rentals in the relevant area.

Hinckley, Allen & Snyder, a law firm of which Stephen Carlotti, a
former  director,  is a member, provided legal  services  to  the
Company during its 2000 and 1999 fiscal year.

Item  14. Exhibits, Financial Statement Schedules and Reports  on
-----------------------------------------------------------------
Form 8-K
--------

(a)  Documents filed as part of the Report:

          (1)  Financial Statements of the Registrant and Report of
               Independent Public Accountants Reference is made to the Index of
               Financial Statements under Item 8 of Part II hereof.

          (2)  Financial Statement Schedule and Auditors' Report

               Title                                    Schedule
               -----                                    ---------
               Valuation and Qualifying Accounts            II

               All  schedules  omitted are  inapplicable  or  the
               information  required is shown in the Consolidated
               Financial   Statements  or  notes  thereto.    The
               auditors'  report  of  Arthur  Andersen  LLP  with
               respect  to  the Financial Statement  Schedule  is
               located on page 39 of this Report.

          (3)  Exhibits:

                Incorporated by reference to the Exhibit Index at
                the end of this report.

     (b)  The  Registrant has filed the following reports on Form
          8-K during quarter ended September 24, 2000:

               On August 16, 2000, the Registrant filed a Current
               Report on Form 8-K dated as of August 9, 2000
               announcing the Company had entered into a
               Convertible Note Agreement with Sunrise Capital
               Partners, L.P.

                                34
<PAGE>



            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO NEXIQ TECHNOLOGIES, INC.

We  have audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheets as
of  September  24, 2000 and September 26, 1999  and  the  related
statements of operations, stockholders' equity (deficit) and cash
flows for each of the three years in the period ended September 24,
2000 of NEXIQ  Technologies, Inc. included in this Form  10-K,  and
have issued our report thereon dated December 18, 2000. Our audit
was made  for  the purpose of forming an opinion on those  statements
taken as a whole.  The schedule listed in Item 14(a) of the index
is   the  responsibility  of  the  Company's  management  and  is
presented  for  purposes  of complying with  the  Securities  and
Exchange  Commission's  rules and  are  not  part  of  the  basic
consolidated  financial  statements.   This  schedule  has   been
subjected to the auditing procedures applied in the audit of  the
basic financial statements and, in our opinion, fairly state,  in
all  material respects, the supplemental financial data  required
to  be  set  forth  therein in relation to  the  basic  financial
statements taken as a whole.


ARTHUR ANDERSEN LLP


Boston, Massachusetts
December 18, 2000


                             35
<PAGE>


                                                      SCHEDULE II

<TABLE>
                    NEXIQ TECHNOLOGIES, INC.
                VALUATION AND QUALIFYING ACCOUNTS

 For the years ended September 24, 2000, September 26, 1999 and
 September 27, 1998
<CAPTION>

<S>               <C>            <C>          <C>   <S>     <C>     <S>        <C>        <C>  <C>

                                                Additions
                                 -------------------------------------------
                  Balance at     Charged to
                   beginning     costs and                  Charged to                      Balance at
                  of period      Expense      Acquisitions  other accounts    Deductions    end of period
                  ----------     -----------  ------------- ---------------   ----------    --------------

2000
Allowance for
doubtful accounts $  542,709     $  204,812   $     -       $       -          $  385,021 (1)  $  362,500
Acquisition          151,945          -             -               -             151,945 (2)        -
reserves
Restructuring
reserves             148,269      1,840,000         -               -             749,831 (3)   1,238,438

1999
Allowance for
doubtful accounts $1,283,000     $  164,668   $     -       $       -          $ 904,959  (1)  $  542,709
Acquisition
reserves             872,085           -            -               -            720,140  (2)     151,945

Restructuring
reserves                -            510,000        -               -            361,731  (3)     148,269

1998
Allowance for
doubtful accounts $1,237,000     $   49,164   $  75,728     $     6,170        $  85,062  (1)  $1,238,000
Acquisition
reserves             286,226           -        948,011             -            362,152  (2)     872,085
</TABLE>
-------------------------------------


(1)    Accounts deemed uncollectible, net of recoveries
(2)    Acquisition costs paid/charges incurred
(3)    Restructuring costs paid/charges incurred



                             36
<PAGE>

                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf of the undersigned,
thereunto duly authorized.

                                        NEXIQ TECHNOLOGIES, INC.

December 21, 2000                         By: /s/John R. Allard
                                              -----------------
                                              Chairman and CEO

     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant in the capacities and on the
dates indicated.

Signature                    Title                         Date
-----------                  -------                       ----

/s/John R. Allard            Chairman of the Board and     December 21, 2000
John R. Allard               Chief Executive Officer
                            (Principal Executive Officer)

/s/ John W. Powers           Vice President and            December 21, 2000
John W. Powers               Chief Financial Officer
                            (Principal Financial and Accounting Officer)


/s/ Paul G. Giovacchini      Director                      December 21, 2000
Paul G. Giovacchini

/s/Irwin N. Gold             Director                      December 21, 2000
Irwin N. Gold

/s/Joseph A. Julian, Jr.     Director                      December 21, 2000
Joseph A. Julian, Jr.

/s/David A. Preiser          Director                      December 21, 2000
David A. Preiser

/s/ Michael D. Stewart       Director                      December 21, 2000
Michael D. Stewart

/s/Bernard H. Tenenbaum      Director                      December 21, 2000
Bernard H. Tenenbaum




                             37
<PAGE>

                          EXHIBIT INDEX

     Certain of the following exhibits, designated with an
asterisk (*) are filed herewith. The exhibits not designated have
been previously filed with the Commission and are incorporated
herein by reference to the documents indicated following the
descriptions of such exhibits.

                                                       Page No.
Exhibit No.  Description                               Of Paper Filing
-----------  -----------                               ---------------
    3.1      Amended   and   Restated   Articles   of
             Incorporation   of   the   Company   are
             incorporated by reference to Exhibit 3.1
             to  the Registrant's Report on Form  10-
             KSB  for  the  year ended September  29,
             1996.

    3.2      Bylaws  of  the Company are incorporated
             by  reference  to  Exhibit  3.2  of  the
             Registrant's  Registration Statement  on
             Form  S-4  filed with the Commission  on
             February 22, 1994, Registration No.  33-
             75656.

    10.1     Asset    Purchase    Agreement,    dated
             September 28, 1993 among WPI Group, Inc.
             and   Magnetec  Corporation  and  Tridex
             Corporation,   previously   filed    and
             incorporated     by     reference     to
             Registrant's report on Form  10-KSB  for
             the year ended September 26, 1993.

    10.2     Agreement and Plan of Merger,  dated  as
             of  January 27, 1994, by and between WPI
             Group,  Inc.  and Termiflex Corporation,
             previously  filed  and  incorporated  by
             reference    to   Exhibit    28.11    of
             Registrant's report on Form 8-K filed on
             September 30, 1994.

    10.3     Agreement  and  Plan  of  Merger,  dated
             August  31,  1994, by  and  between  WPI
             Group,  Inc.  and Micro Palm  Computers,
             Inc.,  previously filed and incorporated
             by   reference  to  Exhibit   28.11   of
             Registrant's report on Form 8-K filed on
             September 30, 1994.

    10.4     Stock Purchase Agreement, dated November
             7, 1995 between WPI Group, Inc. and IVHS
             Technologies, Inc., previously filed and
             incorporated  by  reference  to  Exhibit
             28.13 of Registrant's report on Form  8-
             K, dated November 10, 1995.

    10.5     Share Purchase Agreement dated July  16,
             1996 by and between WPI Group (U.K.) and
             D.R.   Watkins  and  others,  previously
             filed  and incorporated by reference  to
             Exhibit 28.15 in Registrant's Report  on
             Form 8-K, dated July 16, 1996.

    10.6     Agreement  for the sale and purchase  of
             the  share  capital of  Husky  Computers
             Limited, Husky Computers, Inc. and Husky
             Computers  GmbH,  previously  filed  and
             incorporated  by  reference  to  Exhibit
             4.12 in Registrant's report on Form  8-K
             dated June 25, 1997.

                             38
<PAGE>
                                                       Page No.
Exhibit No.  Description                               Of Paper Filing
-----------  -----------                               ---------------


    10.7     Asset  Purchase Agreement  dated  as  of
             July   31,   1998  by  and   among   WPI
             Instruments,    Inc.,    Allard-Nazarian
             Group,  Inc.,  Modutec,  Inc.,  A  &   M
             Instruments,    Inc.,    and     others,
             previously  filed  and  incorporated  by
             reference    to   Exhibit    10.24    in
             Registrant's  report on Form  8-K  dated
             August 3, 1998.

    10.8     Inertial   Products  Purchase  Agreement
             dated July 30, 1998 by and among Allard-
             Nazarian    Group,   Inc.   and    Lucas
             Automation and Control Engineering, Inc.
             previously  filed  and  incorporated  by
             reference    to    Exhibit    10.8    in
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.9     Walker   Power,   Inc.  Employee   Stock
             Purchase  Plan  and  Bonus  Award   Plan
             adopted  May  7, 1992, previously  filed
             and incorporated by reference to Exhibit
             28.1  of  Registrant's  Registration  on
             Form   S-8   filed  on  June  1,   1992,
             Registration No. 33-48285.

    10.10    Termiflex   Corporation  1981   Employee
             Incentive Stock Option Plan,
             previously  filed  and  incorporated  by
             reference   to  Exhibit  10.1   of   the
             Termiflex Registration Statement No.  2-
             85910-B on Form S-8.

    10.11    The 1992 Stock Option Plan for Directors
             of    Micro   Palm   Computers,    Inc.,
             previously  filed  and  incorporated  by
             reference   to  Exhibit  99.4   of   the
             Registrant's  Registration Statement  on
             Form   S-8  filed  February  28,   1996,
             Registration No. 333-1696.

    10.12    WPI  Group, Inc. Change in Control  Plan
             adopted  December  15, 1995,  previously
             filed  and incorporated by reference  to
             Exhibit 10.8 to the Registrant's  Report
             on   Form  10-KSB  for  the  year  ended
             September 29, 1996.

    10.13    WPI  Group, Inc. 1995 Stock Option Plan,
             adopted  June 6, 1995, previously  filed
             and incorporated by reference to Exhibit
             10.10 of Registrant's report on Form 10-
             KSB  for  the  year ended September  24,
             1995.

    10.14    WPI  Group,  Inc.  1997  Employee  Stock
             Purchase Plan and Bonus Award Plan, each
             adopted on February 12, 1997, previously
             filed  and incorporated by reference  to
             Exhibit    99    to   the   Registrant's
             Registration on Form S-8 filed  June  3,
             1997 Registration No. 333-28335.

    10.15    WPI  Group,  Inc. 1997 Equity  Incentive
             Plan,  adopted June 10, 1997, as amended
             on  December 12, 1997, previously  filed
             and incorporated by reference to Exhibit
             A  of  the  Registrant's Proxy Statement
             dated January 9, 1998.

    10.16    Noncompetition agreement, dated  January
             17, 1994, by and between WPI Group, Inc.
             and   William  E.  Fletcher,  previously
             filed  and incorporated by reference  to
             Exhibit 10.7 of the Registrant's  report
             on   Form  10-KSB  for  the  year  ended
             September 25, 1996.

    10.17    Lease  agreement, dated October 7, 1994,
             by and between WPI Group, Inc. and State
             Mutual   Life   Assurance   Company   of
             America,     previously    filed     and
             incorporated  by  reference  to  Exhibit
             10.9  of the Registrant's report on Form
             10-KSB for the year ended September  24,
             1995.
                             39

<PAGE>

                                                       Page No.
Exhibit No.  Description                               Of Paper Filing
-----------  -----------                               ---------------


    10.18    Lease agreement dated September 10, 1986
             as   amended  on  September  10,   1986,
             September 1, 1991 and January 1, 1998 by
             and  between  850 Perimeter  Rd/NA,  LLC
             (formerly    NA    Realty)    and    WPI
             Instruments, Inc. previously  filed  and
             incorporated  by  reference  to  Exhibit
             10.43 of the Registrant's report on Form
             10-K dated September 27, 1998.

    10.19    Commercial Loan Agreement, dated October
             24,    1995,   previously   filed    and
             incorporated by reference to Exhibit 4.9
             of  the Registrant's Report on Form  10-
             KSB  for  the  year ended September  24,
             1995.


    10.20    First Amendment dated March 20, 1996  to
             Commercial Loan Agreement dated  October
             24,    1995,   previously   filed    and
             incorporated by reference to Exhibit 4.4
             of  the Registrant's Report on Form  10-
             KSB  for  the  year ended September  29,
             1996.

    10.21    Second Amendment dated July 12, 1996  to
             Commercial Loan Agreement dated  October
             24,    1995,   previously   filed    and
             incorporated by reference to Exhibit 4.6
             of  the Registrant's Report on Form  10-
             KSB  for  the  year ended September  29,
             1996.

    10.22    Third Amendment dated February 27,  1997
             to   Commercial  Loan  Agreement   dated
             October  24,  1995  is  incorporated  by
             reference to Registrant's report on Form
             10-Q  for  the  period ended  March  30,
             1997.

    10.23    Revolving Line of Credit Promissory Note
             dated February 27, 1997, replacement  to
             Revolving Line of Credit Promissory Note
             dated  July  12, 1996, previously  filed
             and incorporated by reference to Exhibit
             4.1 of the Registrant's Report on Form 8-
             K for the period ended March 30, 1997.

    10.24    Fourth Amendment dated June 20, 1997  to
             Commercial Loan Agreement dated  October
             24,    1997,   previously   filed    and
             incorporated  by  reference  to  Exhibit
             4.13 in Registrant's Report on Form  8-K
             dated June 25, 1996.

    10.25    Promissory  Note dated  June  20,  1997,
             previously  filed  and  incorporated  by
             reference    to    Exhibit    4.14    in
             Registrant's  Report on Form  8-K  dated
             June 25, 1997.

    10.26    Stock   Pledge  and  Security  Agreement
             dated  June  20, 1997, previously  filed
             and incorporated by reference to Exhibit
             4.15 in Registrant's Report on Form  8-K
             dated June 25, 1997.

    10.27    Credit Agreement dated August 3, 1998 by
             and   among   Fleet  Bank-NH   and   the
             Registrant    previously    filed    and
             incorporated  by  reference  to  Exhibit
             10.26 in Registrant's report on Form 10-
             K dated September 27, 1998.

    10.28    First  Amendment dated October 30,  1998
             to Credit Agreement dated August 3, 1998
             previously  filed  and  incorporated  by
             reference    to   Exhibit    10.27    in
             Registrant's report on Form  10-K  dated
             September 27, 1998.

                             40
<PAGE>

                                                       Page No.
Exhibit No.  Description                               Of Paper Filing
-----------  -----------                               ---------------


    10.29    Second Amendment dated December 27, 1998
             to Credit Agreement dated August 3, 1998
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.41   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.30    Revolving Noted dated October  30,  1998
             in the principal amount of $3,333,333.33
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.28   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.31    Revolving Noted dated October  30,  1998
             in  the  principal amount of  $4,000,000
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.29   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.32    Revolving Noted dated October  30,  1998
             in the principal amount of $2,666,666.67
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.30   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.33    Revolving Noted dated October  30,  1998
             in  the  principal amount of  $4,000,000
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.31   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.34    Revolving Noted dated October  30,  1998
             in  the  principal amount of  $6,000,000
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.32   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.35    Term  A  Note dated October 30, 1998  in
             the   principal  amount  of   $5,000,000
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.33   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.36    Term  A  Note dated October 30, 1998  in
             the   principal  amount  of   $6,000,000
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.34   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.37    Term  A  Note dated October 30, 1998  in
             the   principal  amount  of   $4,000,000
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.35   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.38    Term  A  Note dated October 30, 1998  in
             the   principal  amount  of   $6,000,000
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.36   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.39    Term  A  Note dated October 30, 1998  in
             the   principal  amount  of   $9,000,000
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.37   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.40    Term  B  Note dated October 30, 1998  in
             the  principal  amount of  $4,166,666.67
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.38   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

                             41
<PAGE>
                                                       Page No.
Exhibit No.  Description                               Of Paper Filing
-----------  -----------                               ---------------



    10.41    Term  B  Note dated October 30, 1998  in
             the   principal  amount  of   $5,000,000
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.39   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.42    Term  B  Note dated October 30, 1998  in
             the  principal  amount of $15,833,333.33
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.40   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.


    10.43    Waiver  dated  as of December  27,  1998
             previously  filed  and  incorporated  by
             reference  to  Exhibit  10.42   of   the
             Registrant's report on Form  10-K  dated
             September 27, 1998.

    10.44    Asset Purchase Agreement, dated December
             22,  1999  among Warner Power,  LLC  and
             Warner  Power Conversion,  LLC  and  WPI
             Power Systems, Inc. and WPI Electronics,
             Inc.  and  WPI  Group, Inc.,  previously
             filed  and incorporated by reference  to
             Exhibit 10.24 of Registrant's Report  on
             Form 8-K, dated January 4, 2000.

    10.45    Non-Competition     Agreement,     dated
             December 22, 1999 among WPI Group,  Inc.
             and WPI Electronics, Inc. and WPI Poster
             Systems,  Inc.  and Warner  Power,  LLC,
             previously  filed  and  incorporated  by
             reference    to   Exhibit    10.24    of
             Registrant's Report on Form  8-K,  dated
             January 4, 2000.

    10.46    Purchase   and  Sale  Agreement,   dated
             December 22, 1999 among WPI Group,  Inc.
             and  40  Depot  Street, LLC,  previously
             filed  and incorporated by reference  to
             Exhibit 10.24 of Registrant's Report  on
             Form 8-K, dated January 4, 2000.

    10.47    Terminal      Products     Manufacturing
             Agreement, dated December 22, 1999 among
             Warner Power, LLC and WPI Group, Inc and
             WPI  Oyster  Termiflex, Inc., previously
             filed  and incorporated by reference  to
             Exhibit 10.24 of Registrant's Report  on
             Form 8-K, dated January 4, 2000.

    10.48    Services  Agreement, dated December  22,
             1999  among  WPI Group, Inc. and  Warner
             Power,  LLC and Warner Power Conversion,
             LLC previously filed and incorporated by
             reference to Registrant's Report on Form
             8-K, dated January 4, 2000.

    10.49    Third   Amendment  to  Credit  Agreement
             dated as of August 16, 1999, previously
             filed and incorporated by reference to
             Exhibit 10.49 of Registrant's Report on
             Form 10-K, dated September 26, 1999.

    10.50    Limited  Waiver dated as of  August  16,
             1999,previously filed and incorporated
             by reference to Exhibit 10.50 of Registrant's
             Report on Form 10-K, dated September 26, 1999.


    10.51    Common  Stock Purchase Warrant dated  as
             of   August 16, 1999 for  20,670  shares
             of  WPI Group, Inc. Common Stock to  FSC
             Corp., previously filed and incorporated by
             reference to Exhibit 10.51 of Registrant's
             Report on Form 10-K, dated September 26, 1999.


    10.52    Common  Stock Purchase Warrant dated  as
             of  August 16, 1999 for 24,800 shares of
             WPI Group, Inc. Common Stock to Bank  of
             NH, filed and incorporated by reference to
             Exhibit 10.52 of Registrant's Report on
             Form 10-K, dated September 26, 1999.
             NH,

                             42
<PAGE>
                                                       Page No.
Exhibit No.  Description                               Of Paper Filing
-----------  -----------                               ---------------


    10.53    Common  Stock Purchase Warrant dated  as
             of  August 16, 1999 for 37,200 shares of
             WPI  Group, Inc. Common Stock  to  Fleet
             Bank - NH, previously filed and incorporated
             by reference to Exhibit 10.53of Registrant's
             Report on Form 10-K, dated September 26, 1999.


    10.54    Common  Stock Purchase Warrant dated  as
             of  August 16, 1999 for 16,530 shares of
             WPI  Group,  Inc. Common  Stock  to  Key
             Bank, previously filed and incorporated by
             reference to Exhibit 10.54 of Registrant's
             Report on Form 10-K, dated September 26, 1999.

    10.55    Common  Stock Purchase Warrant dated  as
             of  August 16, 1999 for 24,800 shares of
             WPI   Group,   Inc.  Common   Stock   to
             Sovereign Bank, previously
             filed and incorporated by reference to
             Exhibit 10.55 of Registrant's Report on
             Form 10-K, dated September 26, 1999.

    10.56    Registration Rights Agreement  dated  as
             of August 16, 1999.

    10.57    Sale and Purchase Agreement dated February
             22,2000 among WPI Group (UK), WPI Group, Inc.
             and Dynatech Nominees Limited previously
             filed and incorporated by reference to Exhibit
             10.24 of Registrant's Report on Form 8-K
             dated February 29, 2000.

    10.58    Business Sale Agreement dated February 22,
             2000 among WPI Oyster Termiflex Limited and
             Dynatech Corporation Limited previously filed
             and incorporated by reference to Exhibit 10.25
             of Registrant's Report on Form 8-K, dated
             February 29, 2000.

    10.59    Asset Purchase Agreement dated February 11,
             2000 dated February 11, 2000 among Itronix
             Corporation, WPI Husky Technology, Inc. and
             WPI Group, Inc. previously filed and
             incorporated by reference to Exhibit 10.26
             of Registrant's Report on Form 8-K, dated
             February 29, 2000.

    10.60    Forbearance Agreement dated January 24, 2000
             previously filed and incorporated by reference
             to Exhibit 10.1 of the Registrant's Report on
             Form 10-Q for the period ended March 26, 2000.

    10.61    Bill of Sale and Assumption Agreement dated
             June 8, 2000 among WPI Termiflex, Inc. and
             Warner Power, LLC previously filed and incorporated
             by reference to Exhibit 10.24 of Registrant's
             Report on Form 8-K, dated June 21, 2000.

    10.62    Forbearance Agreement dated March 31, 2000
             previously filed and incorporated by reference
             to Exhibit 10.1 of Registrant's Report on
             Form 10-Q for the period ended June 25, 2000.

    10.63    Forbearance Agreement dated May 3, 2000 previously
             filed and incorporated by reference to Exhibit
             10.2 of the Registrant's Report on Form 10-Q
             for the period ended June 25, 2000.

    10.64    Convertible Note Agreement dated as of July
             31, 2000 previously filed and incorporated by
             reference to Exhibit 2.1 of Registrant's Report
             on Form 8-K, dated August 16, 2000.

    10.65    Asset Purchase Agreement dated October 13, 2000
             dated October 13, 2000 among WPI Instruments, Inc.,
             WPI Magnetec, Inc., Crompton Modutec (Barbados)
             Limited and Jewell Instruments, LLC previously
             filed and incorporated by reference to Exhibit
             10.24 of Registrant's Report on Form 8-K,
             dated November 28, 2000.

  * 10.66    Forbearance Agreement dated June 30, 2000.

  * 10.67    Forbearance Agreement dated July 31, 2000.

  * 10.68    Loan Modification Agreement dated August 9, 2000.

  * 10.69    Form of Term A Note.

  * 10.70    Form of Term B Note.

  * 10.71    Form of Warrant.

  * 21       List  of  subsidiaries of the Registrant
             as of September 24, 2000.

  * 23       Consent of Arthur Andersen LLP.

  * 27       Financial Data Schedule.


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