EXHIBIT 10.66


                                  as of June 30, 2000

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

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

    Re:    Third Amendment to Forbearance Agreement and Credit Agreement
           --------------------------------------------------------------

Gentlemen:

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

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

<PAGE>

  1. Acknowledgment of Obligations.

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

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

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

   3.  Line of Credit Reserve.  The Borrowers agree that they did
not  satisfy the conditions precedent to require the  release  of
the  $100,000  2000 Reserve established under Section  4  of  the
Second  Amendment  to Forbearance Agreement and Credit  Agreement
dated  as  of May 3, 2000 (the "Second Amendment"), and that  the
2000 Reserve therefore has not been released.  The Borrowers have
requested,  and  the  Agent  and the Lenders  have  agreed  that,
notwithstanding such failure, if the Sunrise Transaction Date (as
defined  below) has occurred on or before the first to occur  of:
(a)  the Forbearance Termination Date; or (b) July 31, 2000,  the
2000  Reserve  shall be released (but the Agent and  the  Lenders
shall  have no obligation to make the 2000 Reserve available  for
loans  unless  the Borrowers have satisfied all other  conditions
precedent  to obtaining such loans).  If on the other  hand,  the
Sunrise  Transaction Date has not occurred by the first to  occur
of the events specified in clauses (a) and (b) of this paragraph,
then  the Agent may apply the 2000 Reserve toward the Obligations

                             - 2 -

<PAGE>

as  set  forth  in  the  Credit  Agreement.   The  term  "Sunrise
Transaction  Date" as used herein, shall mean the date  on  which
the  Borrowers  have  both: (a) reduced  the  Lenders'  aggregate
outstandings,  on  a permanent basis, to less than  or  equal  to
$17,500,000;  and (b) obtained a commitment from Sunrise  Capital
Partners LLC to loan an additional $2,500,000 to the Borrowers to
enable   the   Borrowers   to  reduce  the   Lenders'   aggregate
outstandings,  on  a permanent basis, to less than  or  equal  to
$15,000,000, on terms satisfactory to the Agent and the Lenders.

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

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

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

                             - 3 -
<PAGE>

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

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

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

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

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

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

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

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

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

                             - 4 -

<PAGE>
such  Borrower,  or  any indenture, agreement or  undertaking  to
which  such Borrower is a party or by which such Borrower or  its
property  are  bound. Each Borrower represents and warrants  that
this   Amendment  constitutes  the  legal,  valid   and   binding
obligation  of the Borrowers enforceable in accordance  with  its
terms.

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

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

    [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                             - 5 -

<PAGE>

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

                              BORROWERS:

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

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

                             - 6 -
<PAGE>

                              AGENT AND LENDER:

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

____________________________  By:
Witness                           ___________________________________
                                  Name:__________________________

                                 Title:________________________________


                              OTHER LENDERS:

                              KEY CORPORATE CAPITAL INC.

____________________________  By:
Witness                           ___________________________________
                                  Name:___________________________
                                  Title:________________________________


                              SOVEREIGN BANK

____________________________  By:
Witness                           ___________________________________

                                 Name:___________________________
                                 Title:______________________________



                              BANK OF NEW HAMPSHIRE

____________________________  By:
Witness                          ___________________________________

                                 Name:___________________________
                                 Title:________________________________


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

____________________________  By:
Witness                          ___________________________________

                                 Name:___________________________
                                 Title:________________________________



                           - 7 -
<PAGE>

                           SCHEDULE A

                   (Schedule of Obligations)*

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

Revolving
Loans       $4,812,138.06  $86,155.47  $1,597.58  $33,716.33
Swing Line
Loans       $0.00          $2,450,50   $65.68     $1,024.35
Term Loan A $11,809,445.76 $223,598.31 $4,446.72  $89,750.25
Term Loan B $10,823,324.38 $212,820.89 $4,232.75  $82,255.72


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

                             - 8 -

<PAGE>



EXHIBIT 10.67


                                  as of July 31, 2000

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

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

    Re:    Fourth Amendment to Forbearance Agreement and Credit Agreement
           ---------------------------------------------------------------
Gentlemen:

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

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

<PAGE>

  1. Acknowledgment of Obligations.

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

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

   2.  Amendment--Extension of Forbearance Period.  Section  5(a)
(Forbearance  and Subordinated Indebtedness) of  the  Forbearance
Agreement  is hereby amended to replace the date "July 31,  2000"
as  it  appears  therein with the date "August 7, 2000"  in  lieu
thereof.

   3. Line of Credit Reserves.  The Borrowers agree that they did
not  satisfy the conditions precedent to require the  release  of
the  $100,000  2000 Reserve established under Section  4  of  the
Second  Amendment  to Forbearance Agreement and Credit  Agreement
dated  as  of May 3, 2000 (the "Second Amendment"), nor  did  the
Borrower satisfy the conditions precedent to require the  release
of  the $122,994.00 reserve established under that certain letter
agreement dated as of June 8, 2000 (the "Termiflex Reserve"), and
that  neither the 2000 Reserve nor the Termiflex Reserve has been
released.   The Borrowers have requested, and the Agent  and  the
Lenders  have agreed that, notwithstanding such failure,  if  the
Sunrise  Transaction Date (as defined below) has occurred  on  or
before  the  first  to occur of: (a) the Forbearance  Termination
Date;  or (b) August __, 2000, the 2000 Reserve and the Termiflex
Reserve  shall  be released (but the Agent and the Lenders  shall
have  no  obligation to make the 2000 Reserve  or  the  Termiflex
Reserve  available for loans unless the Borrowers have  satisfied

                             - 2 -
<PAGE>

all  other conditions precedent to obtaining such loans).  If  on
the other hand, the Sunrise Transaction Date has not occurred  by
the first to occur of the events specified in clauses (a) and (b)
of  this paragraph, then the Agent may apply the 2000 Reserve and
the  Termiflex Reserve toward the Obligations as set forth in the
Credit  Agreement.  The term "Sunrise Transaction Date"  as  used
herein, shall mean the date on which the Borrowers have both: (a)
reduced  the  Lenders'  aggregate outstandings,  on  a  permanent
basis,  to less than or equal to $17,500,000; and (b) obtained  a
commitment  from  Sunrise  Capital  Partners  LLC  to   loan   an
additional $2,500,000 to the Borrowers to enable the Borrowers to
reduce the Lenders' aggregate outstandings, on a permanent basis,
to  less  than or equal to $15,000,000, on terms satisfactory  to
the Agent and the Lenders.

  4. Certain Default Interest. In the event that the Sunrise
Transaction Date occurs on or prior to August 7, 2000, then the
Agent and the Lenders shall be deemed to have waived, effective
as of the date of such reduction, the incremental interest
attributable to increasing the applicable rate to the Default
Rate that accrued, but is presently unpaid, from and after
February 24, 2000 through and including the Sunrise Transaction
Date.  Nothing herein shall constitute a waiver or release of the
Agent's or Lenders' rights to retain any payment, including any
interest payment, that has already been made. If the Sunrise
Transaction Date does not occur on or prior to August 7, 2000,
the Loans shall continue to accrue interest at the Default Rate.

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

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

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

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

                             - 3 -
<PAGE>


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

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

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

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

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

    [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
                             - 4 -
<PAGE>


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

                              BORROWERS:

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

____________________________  By: _______________________________
Witness                          John Allard, for, on behalf of,
                                 and as Duly Authorized Officer
                                 or Agent of each of the above-
                                 named entities
                             - 5 -

<PAGE>

                              AGENT AND LENDER:

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

____________________________  By:
Witness                          ___________________________________
                                 Name:___________________________
                                 Title:________________________________


                              OTHER LENDERS:

                              KEY CORPORATE CAPITAL INC.

____________________________  By:
Witness                          ___________________________________
                                 Name:___________________________
                                 Title:________________________________


                              SOVEREIGN BANK

____________________________  By:
Witness                          ___________________________________
                                 Name:___________________________
                                 Title:________________________________



                              BANK OF NEW HAMPSHIRE

____________________________  By:
Witness                           ___________________________________
                                  Name:___________________________
                                  Title:________________________________


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

____________________________  By:
Witness                          ___________________________________
                                 Name:___________________________
                                 Title:________________________________


                             - 6 -
<PAGE>


                           SCHEDULE A

                   (Schedule of Obligations)*

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

Revolving
Loans
Swing Line
Loans
Term Loan A
Term Loan B

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



                             - 7 -
<PAGE>



EXHIBIT 10.68


                   LOAN MODIFICATION AGREEMENT

     AGREEMENT made as of this 9th day of August, 2000 by and
between, on one hand, WPI GROUP, INC., a New Hampshire
corporation with its chief executive office at 1155 Elm Street,
Manchester, New Hampshire 03101,  WPI ELECTRONICS, INC., a New
Hampshire corporation with its chief executive office at 1155 Elm
Street, Manchester, New Hampshire 03101,  WPI MAGNETEC, INC., a
New Hampshire corporation with its chief executive office at 1155
Elm Street, Manchester, New Hampshire 03101,  WPI MICRO PALM,
INC., a New Hampshire corporation with its chief executive office
at 1155 Elm Street, Manchester, New Hampshire 03101,  WPI POWER
SYSTEMS, INC., a New Hampshire corporation with its chief
executive office at 1155 Elm Street, Manchester, New Hampshire
03101,  WPI TERMIFLEX, INC. f/k/a WPI Oyster Termiflex, Inc., a
New Hampshire corporation with its chief executive office at 1155
Elm Street, Manchester, New Hampshire 03101,  WPI MICRO PROCESSOR
SYSTEMS, INC., a New Hampshire corporation with its chief
executive office at 1155 Elm Street, Manchester, New Hampshire
03101,  WPI DECISIONKEY, INC., a New Hampshire corporation with
its chief executive office at 1155 Elm Street, Manchester, New
Hampshire 03101,  WPI UK HOLDING, INC., a New Hampshire
corporation with its chief executive office at 1155 Elm Street,
Manchester, New Hampshire 03101,  WPI UK HOLDING II, INC., a New
Hampshire corporation with its chief executive office at 1155 Elm
Street, Manchester, New Hampshire 03101,  WPI OYSTER TERMINALS,
INC., a New Hampshire corporation with its chief executive office
at 1155 Elm Street, Manchester, New Hampshire 03101, WPI
INSTRUMENTS, INC. a New Hampshire corporation with its chief
executive office at 1155 Elm Street, Manchester, New Hampshire
03101, and WPI HUSKY TECHNOLOGY, INC. f/k/ a WPI Husky Computers,
Inc., a Florida corporation with its chief executive office at
1155 Elm Street, Manchester, New Hampshire 03101 (the
"Borrowers"), FLEET NATIONAL BANK, KEY CORPORATE CAPITAL INC.,
SOVEREIGN BANK, and BANK OF NEW HAMPSHIRE, N.A., successor-in-
interest to BANK OF NEW HAMPSHIRE (each, individually, a
"Lender," and collectively, the "Lenders"), and FLEET NATIONAL
BANK, as Agent for the Lenders (the "Agent").


     WHEREAS, each Borrower is an affiliate of each other
Borrower and would directly benefit and gain from any
accommodation made by the Agent and the Lenders to each other
Borrower;


     WHEREAS, pursuant to that certain Credit Agreement dated as
of August 3, 1998, among the Borrowers, the Agent, and the
Lenders (as amended, the "Credit Agreement"), the Agent and the
Lenders extended certain credit facilities to the Borrowers and,
as collateral security therefor, each of the Borrowers has
granted to the Agent, for the benefit of the Lenders, liens on
and security interests in all or substantially all of its
personal property and certain interests in real property;


     WHEREAS, prior to January 24, 2000, the terms of the Credit
Agreement were modified by a First Amendment to Credit Agreement,
dated as of October 30, 1998 (the "First Credit Agreement
Amendment"), a  Second Amendment to Credit Agreement dated as of

                             - 1 -
<PAGE>


December 27, 1998 (the "Second Credit Agreement Amendment"), and
a Third Amendment to Credit Agreement dated as of August 16, 1999
(the "Third Credit Agreement Amendment");


     WHEREAS, prior to January 24, 2000, the Borrowers had
defaulted with respect to certain obligations owed to the Agent
and the Lenders, such that interest on the obligations has
accrued at the Default Rate (as defined in the Credit Agreement)
since August 24, 1999, and all obligations of the Borrowers to
the Lenders became due and payable;


     WHEREAS, on or about January 24, 2000, the Borrowers, the
Agent, and the Lenders entered into a Forbearance Agreement (the
"Forbearance Agreement"), under which the Agent and the Lenders
agreed to forbear from the exercise of certain rights and
remedies in accordance with the terms thereof, and under which
the Borrowers, Agent, and Lenders further amended the Credit
Agreement in certain respects;


     WHEREAS, the Forbearance Agreement and the Credit Agreement
were amended by an Amendment to Forbearance Agreement and Credit
Agreement dated as of March 31, 2000 (the "First Forbearance
Agreement Amendment"), by a Second Amendment to Forbearance
Agreement and Credit Agreement dated as of May 3, 2000 (the
"Second Forbearance Agreement Amendment"), by a Third Amendment
to Forbearance Agreement and Credit Agreement dated as of June
30, 2000 (the "Third Forbearance Agreement Amendment"), and by a
Fourth Amendment to Forbearance Agreement and Credit Agreement
dated as of July 31, 2000 (the "Fourth Forbearance Agreement
Amendment");


     WHEREAS, the Borrowers have entered into a certain
Convertible Note Agreement between Sunrise Capital Partners, L.P.
("Sunrise") and the Borrowers dated as of July 31, 2000, pursuant
to which Sunrise will purchase certain securities from the
Borrowers, the proceeds of such purchases to be used, in part, to
repay certain amounts owing to the Lenders under the Credit
Agreement; and


     WHEREAS, the Borrowers have requested that the Agent and the
Lenders waive listed Events of Default and make certain other
modifications to the agreements between the Borrowers, the Agent,
and the Lender, on the terms and subject to the conditions set
forth below;


     NOW, THEREFORE, based on these premises, and in
consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Borrowers, the Agent, and the
Lenders hereby agree as follows (capitalized terms shall have the
meanings assigned such terms in Section 19 hereof or as defined
elsewhere in this Agreement):

                             - 2 -
<PAGE>

     1.   Acknowledgment of Obligations.

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

(b)  No Further Commitments by Agent or Lenders.  The Borrowers
further acknowledge that, except as specified herein, the Agent
and the Lenders have no existing commitments, obligations or
agreements to extend or make available credits, loans or other
financial accommodations to the Borrowers.
(c)  No LIBOR Loans.  The Borrowers hereby confirm that there are
presently no LIBOR Loans outstanding and that all outstanding
Loans consist of Index Rate Loans.  Notwithstanding anything in
the Loan Documents or elsewhere to the contrary, , the Borrowers
will no longer be permitted to elect that Loans constitute LIBOR
Loans and the Agent will refuse to honor such request.

     2.   Acknowledgement of Events of Default; Limited Waiver.

          (a)  Each of the Borrowers acknowledges that the Specified Events
of  Default,  as  defined in the Forbearance  Agreement  and  the
Additional Specified Events of Default, as defined in  the  First
Forbearance   Agreement   Amendment,  have   occurred   and   are
continuing, and the Borrowers hereby request that the  Agent  and
the  Lenders  waive, subject to the conditions contained  herein,
the  occurrence  of  the  Specified Events  of  Default  and  the
Additional Specified Events of Default.

                             - 3 -
<PAGE>

(b)  Effective only upon satisfaction of the conditions precedent
set forth in Section 10 hereof, the Agent and the Lenders hereby
waive their rights and remedies arising from the Specified Events
of Default and the Additional Specified Events of Default.  This
waiver shall not be deemed or construed to be a consent to any
other or future action or as a waiver of any other Event of
Default that may exist under the Loan Documents.

     3.   Amendments.

          (a)  Amendments to Credit Agreement.  The following amendments to
the   Credit   Agreement  shall  become   effective   only   upon
satisfaction of the conditions precedent set forth in Section  10
hereof:

               (i)  Borrowing Base. Section 1.1(a) of the Credit Agreement is
hereby  amended  to  delete the fourth sentence  thereof  and  to
replace it with the following:

          "The aggregate amount of Revolving Credit Advances
          shall not exceed at any time the Maximum Amount,
          less the amount of the Swing Line Loan outstanding
          at such time ("Borrowing Availability")."


               (ii) Swing Line Advances.  Section 1.1(d) of the Credit Agreement
is  hereby  amended to delete the third sentence thereof  and  to
replace it with the following:

          "The aggregate amount of Swing Line Advances
          outstanding shall not exceed at any time the Swing
          Line Commitment at such time ("Swing Line
          Availability")."

               (iii)     Mandatory Prepayments.  Section 1.2(b) of the Credit
Agreement is hereby amended to delete clause (i) thereof  in  its
entirety and to replace it with the following:

          "(i) If at any time the outstanding balance of the
          aggregate Revolving Loan exceeds the Maximum
          Amount less the aggregate outstanding Swing Line
          Loan at such time, Borrowers shall immediately
          repay the aggregate outstanding Revolving Credit
          Advances to the extent required to eliminate such
          excess."

               (iv) Eligible Accounts.  Section 1.5 of the Credit Agreement
shall   be   deleted   in   its  entirety   and   replaced   with
"[Intentionally Omitted]".

(v)  Eligible Inventory.  Section 1.6 of the Credit Agreement
shall be deleted in its entirety and replaced with
"[Intentionally Omitted]".

(vi) Conditions to Each Loan.  Sections 2.2(d) and 2.2(e) of the
Credit Agreement shall be deleted in their entirety and replaced
with the following:
                             - 4 -
<PAGE>


          "(d) After giving effect to any Advances, the
          outstanding principal amount of the aggregate
          Revolving Loans would exceed the Maximum Amount
          less the then outstanding principal amount of the
          Swing Line Loan; or

          (e)  After giving effect to any Swing Line
          Advance, (i) the outstanding principal amount of
          the aggregate Swing Line Loan would exceed the
          Swing Line Availability; or (ii) the outstanding
          principal amount of the Swing Line Loan would
          exceed the Maximum Amount less the outstanding
          principal amount of the Revolving Loan."

               (vii)     Collateral Reporting.  Section 4.1(b) of the Credit
Agreement  shall  be deleted in its entirety  and  replaced  with
"[Intentionally Omitted]".

(viii)    Collateral Reporting-Events of Default. Section 8.1(c)
of the Credit Agreement shall be amended to delete the words
"Annexes C or D, respectively" and replace them with the words
"Annex C".

(ix) Commitment Termination Date. The definition of Commitment
Termination Date set forth in Annex A to Credit Agreement is
hereby amended to read in its entirety as follows:

          "`Commitment  Termination  Date'  shall  mean  the
          earliest of: (a)  July 31, 2001; (b) the  date  of
          termination  of  Lenders'  obligations   to   make
          Advances  or  permit  existing  Loans  to   remain
          outstanding pursuant to Section 8.2(b); or (c) the
          date   of  indefeasible  prepayment  in  full   by
          Borrowers of the Loans and the permanent reduction
          of  the  Revolving Loan Commitment and  the  Swing
          Line   Commitment  to  zero  dollars  ($-0-),   in
          accordance with the provisions of Section 1.2(a)."

               (x)  Maximum Amount.  The definition of Maximum Amount set forth
in  Annex A to Credit Agreement is hereby amended to read in  its
entirety as follows:

          "`Maximum  Amount' shall mean, at  any  particular
          time, an amount equal to $6,500,000."

               (xi) Swing Line Commitment.  The definition of "Swing Line
Commitment"  set  forth  in Annex A to the  Credit  Agreement  is
hereby amended to add the following words immediately before  the
period  therein: ", but it shall equal $200,000  from  and  after
August 9, 2000".


               (xii)     Amortization - Term Loan A. Section 1.1(b)(ii)(A) is
hereby  amended to strike and delete such section and replace  it
with the following:

                             - 5 -
<PAGE>

          "(ii)(A)  The  Borrowers shall  repay  the  unpaid
          principal amount of the Term Loan A in full and in
          cash on July 31, 2001."

               (xiii)    Amortization - Term Loan B. Section 1.1(c)(ii) of the
Credit  Agreement  is hereby amended to strike  and  delete  such
section and replace it with the following:

          "(ii)   The  Borrowers  shall  repay  the   unpaid
          principal amount of the Term Loan B in full and in
          cash on July 31, 2001."

               (xiv)     Interest Rates. Section 1.4(a) of the Credit Agreement
captioned "Interest and Applicable Margins" is hereby amended  to
read in its entirety as follows:

          "(a)  Borrowers shall pay interest to  the  Agent,
          for  the  ratable benefit of Lenders in accordance
          with  the various Loans being made by each Lender,
          in  arrears  on  each applicable Interest  Payment
          Date, at the following rates: the Index Rate  plus
          the Applicable Index Margin (as defined below) per
          annum,  based on the Obligations outstanding  from
          time  to time.  The Applicable Index Margin  shall
          equal:  (i)  one and one-quarter percent  (1.25%),
          from August 9, 2000 through and including December
          31,  2000; and (ii) one and three-quarters percent
          (1.75%), from and after January 1, 2001.

               (xv) Financial Covenants. Section 6.10 is hereby deleted in its
entirety and replaced with the following:

          "6.10  Financial Covenants.  Borrowers shall not
          breach or fail to comply with any of the Financial
          Covenants (the "Financial Covenants") set forth
          below:

               (a)  Minimum Adjusted EBITDA.  The Borrowers
          shall not permit the sum of (the following sum,
          the "Adjusted EBITDA"):

                    (I) EBITDA; plus

                    (II) an amount up to $1,000,000, in the
                      aggregate, that is: (A) paid by the
                      Borrowers in settlement of the claims
                      asserted by Dynatech Corporation or
                      its affiliates in connection with the
                      February 22, 2000 Share Sale
                      Agreement,  or paid by the Borrowers
                      for related expenses in connection
                      with defending against those claims;
                      and (B) paid by the Borrowers in
                      settlement of the claims asserted in
                      the civil action entitled SPX
                      Corporation v. WPI Micro Processor
                      Systems, Inc., pending in Macomb
                      County (Michigan) Circuit Court,



                             - 6 -
<PAGE>

                      Docket No. 99-3852-CK,  or paid by
                      the Borrowers for related expenses in
                      connection with defending against
                      those claims

               for the Borrowers on a consolidated basis to
               be less than the amounts set forth below for
               the periods corresponding thereto:

          Period                 Minimum Adjusted
                                 EBITDA
                                 (parenthesis denotes
                                 negative)
          July 1, 2000 through   ($1,200,000)
          September 30, 2000
          July 1, 2000 through   ($3,400,000)
          December 31, 2000
          July 1, 2000 through   ($4,700,000)
          March 31, 2001
          July 1, 2000 through   ($5,600,000)
          June 30, 2001

               (b)  Minimum Net Worth.  The Borrowers on a
          consolidated basis shall have a Net Worth of at
          least the amounts set forth below as of the dates
          corresponding thereto:

          Date                   Minimum Net Worth
                                 (parenthesis denotes
                                 negative)
          September 30, 2000     ($27,280,000)

          December 31, 2000      ($32,196,000)

          March 31, 2001         ($35,631,000)

          June 30, 2001          ($37,686,000)




               (xvi)     Former Financial Covenants. Exhibit E to the Credit
Agreement  is  each hereby deleted in its entirety  and  replaced
with the following: "Intentionally Omitted."

(xvii)    Indebtedness.  Section 6.3(a) of the Credit Agreement
is hereby amended by inserting the following immediately before
the period at the end of such section:

                             - 7 -

               "; and (vii) Indebtedness incurred by the
               Borrowers under the Sunrise Note Purchase
               Agreement."

               (xviii)   Capital Structure.  Section 6.5 of the Credit Agreement
is  hereby amended by deleting the word "or" at the end of clause
(b)  thereof and inserting the following language at the  end  of
such clause:

               "and Parent may issue shares of Stock,
               convertible securities and warrants to
               Sunrise in connection with the Sunrise Note
               Purchase Agreement, or"

               (xix)     Instruments Division. Section 6.8 of the Credit
Agreement is hereby amended as follows:

                    (A) by adding the following to the end of the
               first sentence thereof:

               "and (d) the sale of the Instruments
               Division, if: (I) such sale generates Net
               Transfer Payments (as defined in the Loan
               Modification Agreement entered into among the
               Agent, the Borrowers and the Lenders, dated
               as of August 9, 2000 (the "Loan Modification
               Agreement")) equal to or exceeding
               $7,250,000; (II) such Net Transfer Payments
               are applied as set forth in Section 8(c) of
               the Loan Modification Agreement; (III) there
               are no Events of Default that have occurred
               and are continuing, or that would arise as a
               result of such sale; and (IV) the Borrowers
               obtain the consents of all of other parties
               whose consent is required to effect such a
               sale.

                    (B) by adding the words "and clause (d)
                    above" to the second sentence thereof, after
                    the words: "clause (c) above".

               (xx) Liens.  The definition of "Permitted Encumbrances" in Annex
A  of  the  Credit Agreement is hereby amended by  inserting  the
following  at  the end of the first sentence thereof  immediately
before the period:

               "and (d) Liens created to secure the
               obligations of the Borrowers under the
               Sunrise Note Purchase Agreement, to the
               extent that such Liens are subordinated in
               priority pursuant to a written agreement
               between Sunrise and the Lenders in form and
               substance satisfactory to Sunrise and the
               Lenders"

               (xxi)     Definitions.  Annex A of the Credit Agreement is hereby
amended to add the following definitions:

                             - 8 -
<PAGE>

               "Instruments Division" shall mean all of the
               stock or assets of any of the Borrowers that
               reasonably comprise the Borrowers'
               "instruments division," including, without
               limitation, the stock in or assets of WPI
               Instruments, Inc., the stock in or assets of
               WPI Magnetec, Inc., the stock in or assets of
               Crompton Modutec (Barbados) Limited, and the
               assets of WPI Group, Inc. used or useful in
               connection with the instruments division, but
               not including any assets or stock of the
               Borrowers' "MPSI division" or of any other of
               the Borrowers' divisions.

               "Sunrise" shall mean Sunrise Capital
               Partners, L.P., a Delaware limited
               partnership.

               "Sunrise Note Purchase Agreement" shall mean
               that certain Convertible Note Agreement,
               dated as of July 31, 2000, by and among
               Sunrise and the Borrowers.

          (b)  Amendments toForbearance Agreement. The following amendments
to  the  Forbearance Agreement shall become effective  only  upon
satisfaction of the conditions precedent set forth in Section  10
hereof:

               (i)  Repayment Schedule.  Section 6(c) of the Forbearance
Agreement shall be deleted in its entirety.

(ii) Covenants.  Section 14 (Covenants) of the Forbearance
Agreement shall be deleted in its entirety and replace with
"Intentionally omitted."

(iii)     Events of Default.  Section 15 (Events of Default) of
the Forbearance Agreement shall be deleted in its entirety and
replaced with "Intentionally omitted."

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

                             - 9 -
<PAGE>


5.   Loan Documents.  This Agreement is intended by the Agent,
the Lenders, and the Borrowers, to further modify and amend the
Credit Agreement, as it has previously been amended by the First
Credit Agreement Amendment, the Second Credit Agreement
Amendment, the Third Credit Agreement Amendment, the Forbearance
Agreement, the First Forbearance Agreement Amendment, the Second
Forbearance Agreement Amendment, the Third Forbearance Agreement
Amendment, and the Fourth Forbearance Agreement Amendment, and
each of such documents shall remain in effect, except as amended
therein or herein, provided, however, that any agreement by the
Agent and the Lenders to defer the commencement of enforcement
actions is hereby rendered null and void.  For reference
purposes, wherever the term "Forbearance Termination Date"
appears in any of the Loan Documents, it shall mean the
Commitment Termination Date.

6.   Loans; Fees; Reserves.

          (a)  Revolving Loans.  Subject to the terms and conditions of the
Loan  Documents, each Revolving Lender agrees to  make  available
from  time to time until the Commitment Termination Date its  Pro
Rata  Share  of  advances, under and subject  to  the  terms  and
conditions of the Credit Agreement.

          (b)  Intentionally omitted.

(c)  Miscellaneous.  All Loans, whenever made, shall be payable
on the Commitment Termination Date, and all such Loans and all
other Obligations shall be entitled to all benefits and
protections and secured by all of the Collateral.  Interest shall
accrue and be paid in accordance with the Loan Documents, as
amended hereby, provided, however, upon the satisfaction of the
conditions precedent set forth in Section 10 hereof, interest
shall thereafter no longer accrue at the Default Rate, unless an
Event of Default (other than a Specified Event of Default or
Additional Specified Event of Default) has occurred.

          (d)  Amendment Fee.  The Borrowers agree to pay the Agent, for
distribution  pro  rata  to  the Lenders,  an  amendment  fee  of
$280,000,  which  shall  be  fully  earned  as  of  the  Lenders'
execution  hereof, and shall be due and payable as  follows:  (i)
$50,000,  on  September 30, 2000; (ii) $60,000, on  December  24,
2000;  (iii)  $70,000, on April 30, 2001; and (iv)  $100,000,  on
July 31, 2001, provided, however, that:

               (I)  if there has occurred and is continuing no
Event of Default and the aggregate principal outstanding on Term
Loan A and Term Loan B is less than $16,000,000 on September 30,
2000, the Lenders shall be deemed on such date to have waived
$25,000 of the fee due under clause (i);

               (II) if there has occurred and is continuing no
Event of Default and the aggregate principal outstanding on Term
Loan A and Term Loan B is less than $7,000,000 on December 24,

                             - 10 -
<PAGE>

2000, the Lenders shall be deemed on such date to have waived
$30,000 of the fee due under clause (ii);

               (III)     if there has occurred and is continuing
no Event of Default and the aggregate principal outstanding on
Term Loan A and Term Loan B is less than $7,000,000 on April 30,
2001, the Lenders shall be deemed on such date to have waived
$35,000 of the fee due under clause (iii); and

               (IV) if, on July 31, 2001, (A) the Borrowers have
indefeasibly paid in full and in cash, all Obligations due to the
Lenders; and (B) the Lenders' commitments to make further Loans
to the Borrowers have terminated, the Lenders shall be deemed on
such date to have waived all of the fee due under clause (iv).

          (e)  Effective only upon satisfaction of the conditions precedent
set  forth  in  Section 10 hereof the Lenders  will  release  the
$100,000  2000 Reserve and the $122,994 reserve under the  letter
agreement  dated  as of June 8, 2000, subject to  the  Borrowers'
satisfaction  of  all  other conditions  precedent  to  obtaining
Revolving Loans.

     7.   Sunrise Loan.

     The Borrowers and Lenders agree that the proceeds from the
purchase of securities under the Sunrise Note Purchase Agreement
shall be applied as follows:

          (a)  The proceeds from the sale of the "Term A Securities" (as
defined  in the Sunrise Note Purchase Agreement) shall be applied
as follows:

               (i)  First, $1,580,000, to pay earned transaction
               fees and expenses related to the Sunrise Note
               Purchase Agreement;

               (ii) Second, $5,500,000, to reduce permanently the
               principal amount outstanding on the Term Loans,
               distributed between Term Loan A and Term Loan B on
               a pro rata basis (52.18% to Term Loan A in reverse
               order of maturity and 47.82% to Term Loan B in
               reverse order of maturity);

               (iii)     Third, an amount equal to then-
               outstanding principal amount of the Revolving
               Loansfor the repayment in full of the Revolving
               Loans, provided that no permanent reduction in the
               Borrowing Availability shall result therefrom; and

               (iv) Fourth, any remaining balance after the
               application in accordance with items (i), (ii),
               and (iii), for working capital and general
               corporate purposes.

          (b)  The proceeds from the sale of the "Term B Securities" (as
defined in the Sunrise Note Purchase Agreement) shall be applied,
when funded, as follows:
                             - 11 -

<PAGE>

               (i)  First, $2,000,000, to reduce permanently the
               principal amount outstanding on the Term Loans,
               distributed between Term Loan A and Term Loan B on
               a pro rata basis (52.18% to Term Loan A in reverse
               order of maturity and 47.82% to Term Loan B in
               reverse order of maturity);

               (ii) Second, any remaining balance after the
               application in accordance with item (i), for the
               repayment in full of the Revolving Loans, provided
               that no permanent reduction in the Borrowing
               Availability shall result therefrom; and

               (iii)     Third, any remaining balance after the
               application in accordance with items (i) and (ii),
               for working capital and general corporate
               purposes.

          (c)  The proceeds from the sale of the "Term C Securities" (as
defined in the Sunrise Note Purchase Agreement) shall be applied,
when funded, as follows:

               (i)  First, for the repayment in full of the
               Revolving Loans, provided that no permanent
               reduction in the Borrowing Availability shall
               result therefrom; and

               (ii)      Second, any remaining balance after the
               application in accordance with items (i), for
               working capital and general corporate purposes


          (d)  Waiver of Default Interest. The term "Total Subject
Interest",  as  used  in  this paragraph,  means  the  amount  of
incremental  interest attributable to increasing  the  applicable
rate to the Default Rate that accrued from and after February 24,
2000 through and including the date that the conditions precedent
set  forth  in Section 10 hereof have been satisfied.   Effective
only  upon  the  Agent's receipt of a minimum  of  $2,000,000  in
proceeds from the sale of the "Term B Securities" (as defined  in
the  Sunrise Note Purchase Agreement) , the Agent and the Lenders
shall  be  deemed  to have waived fifty percent  (50%)  of  Total
Subject  Interest.  Effective only upon both: (a)  the  Borrowers
indefeasibly paying, on or before July 31, 2001, in full  and  in
cash,  all  Obligations due to the Lenders; and (b) the  Lenders'
commitments  to make further Loans to the Borrowers  terminating,
on  or  before July 31, 2001, the Agent and the Lenders shall  be
deemed  to  have waived fifty percent (50%) of the Total  Subject
Interest.  Nothing herein shall constitute a waiver or release of
the  Agent's or Lenders' rights to retain any payment,  including
any interest payment, that has already been made.


     8.   Net Transfer Payments.

          (a)  The term "Net Transfer Payments" means the aggregate amount
of  all  property,  including cash or  any  other  consideration,
received  by  any Borrower or any subsidiary thereof directly  or
indirectly  in  connection with any disposition of assets,  other
than  sales  of  inventory in the ordinary  course  of  business,
whether at the time of such disposition or after such disposition

                             - 12 -
<PAGE>

under  deferred payment arrangements, including all cash payments
received  in  respect  of  Investment Property  entered  into  or
received  in connection with any such disposition, less  (i)  the
amount of any reasonable and customary legal, title, transfer and
recording tax expenses, commissions and other expenses payable by
any  Borrower  in  connection  with such  disposition;  (ii)  any
Federal,  state and local income or other taxes estimated  to  be
payable  by any Borrower as a result of any taxable gain realized
from such disposition, but only to the extent that such estimated
taxes  are in fact paid to the relevant Federal, state, or  local
governmental  authority within 12 months  of  the  date  of  such
disposition;  and  (iii)  any  repayments  by  any  Borrower   of
Indebtedness to the extent such Indebtedness is secured by a Lien
on  the  property being transferred that is permitted  under  the
Credit  Agreement, if the holder of such Lien requires that  such
Indebtedness be repaid as a condition to the disposition of  such
property.

(b)  Subject to paragraph 8(c) below, The Borrowers shall cause
the Net Transfer Payments of any sale, transfer, lien, incurrence
of debt, or conveyance of any property of Borrowers or their
Subsidiaries to be applied to the Obligations in such order and
in such amounts as the Lenders may determine in their discretion,
provided, however, that the Borrowers shall be required to apply
Net Transfer Payments in accordance with this Section 8 only to
the extent that the Net Transfer Payments from any single or
related series of dispositions exceeds $50,000.
(c)  Notwithstanding anything to the contrary in this Section 8
or in any provision of the Credit Agreement, all Net Transfer
Payments received by the Borrowers from the sale of the
Borrowers' Instruments Division, shall be applied when received
by the Borrowers as follows:

               (i)  First, to the extent that the Net Transfer
               Payments exceed $8,000,000:

                    (A) 50% of all of such excess shall reduce
                      permanently the principal amount
                      outstanding on the Term Loans, distributed
                      between Term Loan A and Term Loan B on a
                      pro rata basis (52.18% to Term Loan A in
                      reverse order of maturity and 47.82% to
                      Term Loan B in reverse order of maturity);
                      and

                    (B) 50% of all such excess, to the remaining
                      then-outstanding principal balance of the
                      Revolving Loans, for the repayment of the
                      Revolving Loans, provided that no
                      permanent reduction in the Borrowing
                      Availability shall result therefrom;

               (ii) Second, $5,000,000, to reduce permanently the
               principal amount outstanding on the Term Loans,
               distributed between Term Loan A and Term Loan B on
               a pro rata basis (52.18% to Term Loan A in reverse
               order of maturity and 47.82% to Term Loan B in
               reverse order of maturity);

                             - 13 -
<PAGE>


               (iii)     Third, any remaining Net Transfer
               Payments after the application in accordance with
               items (i) and (ii), in the amount of the remaining
               then-outstanding principal balance of the
               Revolving Loans (after taking account of any
               reduction under item (i)(B)), for the repayment in
               full of the Revolving Loans, provided that no
               permanent reduction in the Borrowing Availability
               shall result therefrom; and

               (iv) Fourth, any remaining Net Transfer Payments
               after the application in accordance with items
               (i), (ii), and (iii), for working capital and
               general corporate purposes.



     9.   Surrender of Warrants.  Each of the Lenders agree that, in
the  event  that, on or before July 31, 2001, (a)  the  Borrowers
indefeasibly pay in full and in cash, all Obligations due to  the
Lenders;  and (b) the Lenders' commitments to make further  Loans
to  the  Borrowers have terminated, then each such  Lender  shall
surrender   to  the  Borrowers  for  cancellation  all   of   the
unexercised  Common Stock Purchase Warrants which it received  in
connection with the execution and delivery of the Third Amendment
to  the  Credit  Agreement, dated August 16, 1999.   The  Lenders
hereby agree that they shall not exercise any of their respective
rights  under such Common Stock Purchase Warrants prior to August
1, 2001.

     10.  Conditions Precedent.  The Agent's and the Lenders'
obligation to enter into this Agreement and perform its
obligations hereunder are subject to the condition precedent that
the Agent and the Lenders shall have received, on or before
August 9, 2000, the following documents and other items, duly
executed, where appropriate, by authorized representatives of the
Borrowers:

          (a)  this Agreement, with completed schedules hereto;

          (b)  a copy of the fully executed Sunrise Note Purchase Agreement
and the , in form and substance satisfactory to the Agent;

          (c)  the sum of $5,500,000 plus the then-outstanding principal
balance of the Revolving Loans, for application to the Loans as
provided in Section 7 hereof;

          (d)  evidence that WPI Group, Inc. has elected, pursuant to
Section 1.5(a) of the Sunrise Note Purchase Agreement, to defer
the entire Closing Fee (as defined in the Sunrise Note Purchase
Agreement) until the Maturity Date;

          (e)  evidence that the execution, delivery and performance of
this Agreement by the Borrowers have been duly authorized by all
necessary corporate action, including incumbency certificates of
each Borrower, with authorizing resolutions and certified copies

                             - 14 -
<PAGE>

of articles of organization and by-laws, all in a form
satisfactory to the Agent and all Lenders and their counsel; and

         (f)  evidence of payment of all outstanding property taxes;

         (g)  for each Obligor, a certificate of legal existence and good
standing issued by the State of its incorporation and a
certificate of authorization to conduct business from all states
listed on the Disclosure Schedule attached hereto as Schedule B
pursuant to Section 11.2 hereof;

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

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

     11.  Representations and Warranties.  In order to induce Agent
and  the  Lenders  to  enter into this Agreement,  each  Borrower
represents and warrants to the Agent and the Lenders,  except  as
otherwise set forth in any disclosure schedule attached hereto as
Schedule  B and incorporated herein by reference (the "Disclosure
Schedule"), that:

     11.1.     Financial Condition. All financial statements  and
information delivered to the Lenders in connection with the  Loan
Documents,  including any related schedules and  notes,  and  any
other financial information or statements hereafter furnished  in
accordance  herewith  or  in  accordance  with  any  other   Loan
Documents,  have,  to  the  best of  Borrowers'  knowledge,  been
prepared  in accordance with GAAP, except as otherwise  disclosed
therein,  subject only in the case of unaudited interim financial
statements to normal year-end audit adjustments, and,  except  as
otherwise  disclosed  therein, are  in  all  respects  are  true,
complete and accurate.

     11.2.     Organization, Existence, Good Standing.  Each Borrower
(a) is duly organized, validly existing and in good standing as a
corporation under the laws of the state of its incorporation,
(b) has obtained all material licenses and permits and has filed
all registrations necessary for the lawful operation of its
business, (c) has the corporate power and authority and the legal
right to own, lease and operate its property and to conduct the
business in which it is currently engaged, and (d) is duly
qualified to do business and is in good standing as a foreign
corporation under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its
business requires such qualification, except where the failure to
be so qualified would not result in a Material Adverse Effect.
The Disclosure Schedule attached as  Schedule B lists all states
where the Borrowers are qualified as foreign corporations.

      11.3.     Subsidiaries; Capitalization.  The Borrowers do not
have any subsidiaries that are not also Borrowers, other than WPI
Oyster-Termiflex International Sales Limited, a Barbados
corporation, WPI Group (UK), a corporation organized under the
laws of England and Wales, WPI Oyster Termiflex Limited, a

                             - 15 -
<PAGE>

corporation organized under the laws of England and Wales, and
Modutec Barbados Limited, a Barbados corporation, (the "Non-
Borrower Subsidiaries").  The Disclosure Schedule attached as
Schedule B sets forth the authorized capitalization, the number
of shares of each class of capital stock issued and outstanding,
and the owner of each such share with respect to each Borrower
and each subsidiary of any Borrower.

     11.4.     Corporate Power and Authority.  Each of the Borrowers
has full corporate power, authority and legal right to execute,
deliver and perform its obligations under the Loan Documents to
which it is a party and this Agreement.

     11.5.     Corporate Authorization.  Each of the Borrowers has
taken all necessary actions to authorize the execution, delivery
and performance by it of each Loan Document to which it is a
party and to authorize its execution and performance of this
Agreement.

     11.6.     Due Execution.  Each of the Loan Documents to which any
Borrower is a party and this Agreement has been duly executed and
delivered on behalf of such party.

     11.7.     Legal, Valid, Binding Obligation.  Each of the Loan
Documents and each agreement, certificate, document, instrument
or other paper delivered pursuant thereto, to which any Borrower
is a party, and this Agreement, constitutes the legal, valid, and
binding obligation of such party enforceable against such party
in accordance with its terms.

     11.8.     No Legal Bar.  The execution, delivery and performance
by Borrowers of the Loan Documents, and each agreement,
certificate, document, instrument or other paper delivered
pursuant thereto to which any Borrower is a party, and of this
Agreement, do not and will not violate: (a) any provision of the
Articles or Certificate of Incorporation or Bylaws; (b) to the
Borrowers' knowledge, in any material respect, any existing law,
rule or regulation, order, judgment, award or decree of any
court, arbitrator or governmental authority, bureau or agency, or
(c) any security issued by, such Borrower or of any material
mortgage, deed or trust, indenture, lease, contract or other
agreement or undertaking to which any Borrower is a party or by
which any of its properties may be bound, and will not result in
the creation or imposition of any lien (other than in favor of
the Agent or any Lender) on any of its properties.


   11.9.     No Litigation.  Except as disclosed in the Disclosure
Schedule attached hereto as Schedule B, no litigation,
investigation or other proceeding of or before any court,
arbitrator or governmental authority is currently pending nor, to
the knowledge of any Borrower, threatened against any Borrower or
any subsidiary of any Borrower or its properties or revenues.


   11.10.    Taxes.  Except as disclosed in the Disclosure Schedule
attached hereto as Schedule B, all federal, state, local and
other tax reports and returns which are required to be filed by
any Borrower or any subsidiary of any Borrower have been filed,
except where extensions have been properly obtained, and each
Borrower or any subsidiary of any Borrower has paid or made
adequate provision for all taxes, interest and penalties shown to
be due and payable on such returns or on any assessments made

                             - 16 -
<PAGE>


against it or any of its property and all other taxes, fees or
other charges imposed on its or any of its property by any
governmental authority, including, without limitation, all
payroll withholding taxes, have been paid and no tax liens have
been filed and no claims are being asserted with respect to any
such taxes, fees or other charges.

    11.11.    Compliance with the IRC and ERISA.  To each Borrower's
knowledge, all Plans which are pension plans as defined in
Section 3(2) of ERISA qualify under Section 401 of the IRC, and
all Plans are in compliance with the provisions of the IRC and
ERISA, and have been administered in accordance with their terms,
except that the Plans are not materially in compliance with the
provisions of the IRC and ERISA to the extent described at the
Disclosure Schedule attached hereto as Schedule B.

    11.12.    Lock Boxes.  No Borrower or any subsidiary of any
Borrower has any lock box accounts other than those described at
the Disclosure Schedule attached hereto as Schedule B.

    11.13.    Other Names.  No Borrower has used any corporate or
fictitious name other than the names for such Borrower at the
beginning of this Agreement, which is the same as the name shown
on such Borrower's currently effective Articles or Certificate of
Incorporation, or the name(s) set forth on the Disclosure
Schedule attached hereto as Schedule B.

    11.14.    Chief Place of Business; Locations of Property.  As of
the date hereof (i) the chief executive office of each Borrower
is located at the address corresponding to such Borrower in the
first paragraph of this Agreement; (ii) the principal place of
business of each Borrower is located at the address of its chief
executive office; (iii) the books and records of each Borrower,
all chattel paper, and all records of accounts receivable are
located at its principal place of business; (iv) all other
property of any Borrower (except for inventory which is in
transit) is located at its principal place of business and no
other location whatsoever except any locations specified at the
Disclosure Schedule attached hereto as Schedule B; (v) the
locations of the chief executive offices, the books and records,
all chattel paper, all records of accounts, and all other
property of any subsidiary of any Borrower is set forth on the
Disclosure Schedule attached hereto as Schedule B; (vi) there are
no other persons who have possession or control of Collateral,
except if the Agent shall have received an agreement in writing
from the person in possession or with control of the Collateral
in form and substance satisfactory to the Agent acknowledging the
Agent's first priority security interest in the Collateral,
waiving security interests and claims by such person against the
Collateral and permitting the Agent access to the Collateral so
as to exercise the Agent's rights and remedies and otherwise deal
with the Collateral; and (vii) there is no other office or place
of business at which any Borrower or any subsidiary of any
Borrower conducts business.

    11.15.    Laws Including Environmental and Safety Matters.  Each
Borrower and each subsidiary of each Borrower is, to the best of
the Borrowers' knowledge, in compliance in all respects with all
material laws, rules, and regulations, orders of court or other
governmental bodies, applicable to it, including, without
limitation, all environmental, health, and safety statutes and
regulations and specifically the Federal Resource Conservation
and Recovery Act, the Federal Comprehensive Environmental

                             - 17 -
<PAGE>

Response, Compensation and Liability Act, the Federal Clean Water
Act, the Clean Air Act, the requirements and regulations of the
Nuclear Regulatory Commission, and the Federal Occupational
Safety and Health Act.  No Borrower or any subsidiary of any
Borrower has received written notice to the effect that it is
subject to any judicial or administrative proceedings alleging
the violation of any applicable law or regulation.  No Borrower
or any subsidiary of any Borrower has received written notice to
the effect that it is the subject of any federal, state or local
investigation regarding, among other matters, the release of any
Hazardous Material into the environment, the results of which may
adversely affect its business operations, prospects, condition
(financial or otherwise).  No Borrower or any subsidiary of any
Borrower has filed any notice under any applicable law indicating
past or present treatment, storage, disposal, generation,
transportation or reporting a spill or release into the
environment of any Hazardous Material.  No Borrower or any
subsidiary of any Borrower has any known material contingent
liabilities in connection with any release of any Hazardous
Material into the environment which materially adversely affects
any Borrower's or any subsidiary of any Borrower's business
operations, prospects, condition (financial or otherwise) or
other property.

   11.16.    Full Disclosure.  To the best of the Borrowers'
knowledge, neither the Financial Statements delivered to the
Lender by any Borrower, the Disclosure Schedule as Schedule B,
nor any of the Loan Documents or any list, certificate, written
statement, instrument, paper or other information furnished by
any Borrower to the Agent or any Lender in connection with the
Loan Documents, contains or will contain any untrue statement of
a material fact or omits or will omit to state any material fact
necessary to make the statements contained therein and herein, in
light of the circumstances in which they are made, not
misleading.  There is no fact known to any Borrower which such
Borrower has not disclosed to the Agent or any Lender in writing
prior to the date of this Agreement, with respect to the
transactions contemplated by the Loan Documents and this
Agreement, which materially and adversely affects the condition
(financial or otherwise), results of operations, businesses,
property or prospects of any Borrower.

     12.  Covenants.

          (a)  Compliance with Loan Documents. The Borrowers shall, in any
and  all  respects, comply fully and completely with any and  all
covenants and/or obligations in and under the Loan Documents.

          (b)  Additional Reporting.  The Borrowers shall deliver to the
Agent, for distribution to the Lenders, as soon as they are
available, and in no event later than forty-five (45) days after
the end of each fiscal quarter of the Borrowers, financial
statements certified as accurate by the senior financial
officer(s) of the Borrowers, demonstrating in reasonable detail
the Borrowers' compliance (or non-compliance, as the case may be)
with the provisions of Section 6.10 of the Credit Agreement for
the fiscal quarter most recently ended.

     13.  Setoff.  The Borrowers hereby grant to the Agent and the
Lenders,  a  lien,  security interest  and  right  of  setoff  as
security for all liabilities and obligations to the Agent and the

                             - 18 -

<PAGE>

Lenders,  whether  now existing or hereafter  arising,  upon  and
against  all deposits, credits, collateral and property,  now  or
hereafter  in the possession, custody, safekeeping or control  of
the  Agent  or  any  Lender or any entity under  the  control  of
FleetBoston Financial Corporation, or in transit to any of  them.
At  any  time, without demand or notice, the Agent or any  Lender
may  set  off the same or any part thereof and apply the same  to
any   liability  or  obligation  of  the  Borrowers  even  though
unmatured  and regardless of the adequacy of any other collateral
securing  the loans.  ANY AND ALL RIGHTS TO REQUIRE THE AGENT  OR
ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY
OTHER COLLATERAL WHICH SECURE THE LOANS, PRIOR TO EXERCISING  ITS
RIGHT  OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR  OTHER
PROPERTY OF THE BORROWERS, ARE HEREBY KNOWINGLY, VOLUNTARILY  AND
IRREVOCABLY WAIVED.

     14.  Miscellaneous Provisions.

     14.1.     Notices.  Except as otherwise specified herein, all
notices  to  or  upon  the parties hereto  shall  be  in  writing
(including  teletransmissions), shall be given  or  made  to  the
party  to which such notice is required or permitted to be  given
or  made under this Agreement at the address or telecopier number
set  forth  at  Schedule  C  hereto and  incorporated  herein  by
reference  or at such other address or telecopier number  as  any
party hereto may hereafter specify to the others in writing,  and
(unless otherwise specified herein) shall be deemed delivered  on
receipt,  if teletransmitted or delivered by hand, or  three  (3)
business  days  after mailing, if mailed, and all mailed  notices
shall be by registered or certified mail, postage prepaid.

    14.2.     No Waiver of Rights; Tolling of Statutes of Limitation.
No failure to exercise nor any delay in exercising, on the part
of the Agent or any Lender, any right, remedy, power or privilege
under this Agreement or the Loan Documents shall operate as a
waiver thereof; nor shall any single or partial exercise of any
right, remedy, power, or privilege operate as a waiver of any
further or complete exercise thereof.  No waiver shall be
effective unless in writing.  No waiver or condonation of any
breach on one occasion shall be deemed a waiver or condonation on
any other occasion.  In addition, each Borrowers, the Agent and
the Lenders hereby agree that, during the pendency of this
Agreement, all statutes of limitation and similar laws, rules and
equitable theories with respect to the time in which the Agent or
any Lender may bring any claim or action against any Borrower
shall be tolled and that the passage of such time shall not
otherwise operate to the detriment of the Agent or any Lender
with respect to such rights.


   14.3.     Subordination of Certain Claims.  Each Borrower hereby
subordinates all claims each now has or may in the future acquire
against each other Borrower, including, without limitation, all
rights and claims of subrogation, reimbursement, indemnity,
contribution and like claims and rights, to the prior payment in
full and complete performance of all obligations now or in the
future owed by any Borrower to the Agent or the Lenders;
provided, however, that each Borrower hereby waives (not merely
subordinates) all rights and claims of subrogation,
reimbursement, indemnity, contribution and like claims and rights
as against each other Borrower to the extent, but only to the
extent, such rights and claims arise out of or in connection with
the liability of such other Borrower for the Obligations but,
unless the Agent otherwise agrees, such waiver by such Borrower
shall not be effective to the extent that by virtue of such

                             - 19 -
<PAGE>


waiver Borrower's liability to the Agent and the Lenders under
the Loan Documents or otherwise is rendered invalid, avoidable or
unenforceable under any applicable state or federal laws dealing
with the recovery or avoidance of so-called "fraudulent
conveyances" or otherwise.

   14.4.     Loan Documents.  Except as modified herein or in any
other instruments or documents executed in connection herewith,
(a) all terms and conditions of the Loan Documents shall remain
in effect in accordance with their original tenor; and
(b) nothing contained herein shall constitute a waiver by the
Agent or the Lenders or of any of Agent's or the Lenders' rights
and remedies (including, without limitation, any of the Agent's
or any Lender's rights or remedies as to, or any obligations
owing to the Agent and the Lenders of, any person who may be
liable to the Agent and the Lenders on account of any of the
Obligations, whether or not such person is a party hereto), all
of which rights and remedies are expressly reserved and not
waived.  Each agreement, covenant, representation and warranty of
the Borrowers hereunder, as modified by the Schedules hereto,
shall be deemed to be in addition to, and not in substitution
for, the agreements, covenants, representations and warranties
previously made by the Borrowers.  In the event that there shall
be any inconsistency between any provisions of this Agreement and
a provision set forth in any other Loan Document, the provisions
of this Agreement shall govern.

   14.5.     Time of the Essence.  Time is of the essence of each
aspect of this Agreement.

   14.6.     Same Debt.  It is the intent of the Borrowers, the
Agent, and the Lenders that the agreements and arrangements set
forth in this Agreement do not constitute a novation of the
Obligations.  Rather, this Agreement sets forth, among other
things, the arrangements and agreements by which the Agent and
the Lenders agree, subject to the terms and conditions contained
herein, to forbear from the exercise of their collection rights
and remedies for a limited period of time.  It is not intended
that any new or different financial accommodations be extended to
the Borrowers under this Agreement.

   14.7.     Governing Law.  This Agreement shall be governed by,
and construed and interpreted in accordance with, the laws of the
State of New Hampshire, without regard to the laws governing
conflicts of law.
  14.8.     Jurisdiction; Waiver of Trial by Jury.

          (a)  For purposes of any action or proceeding involving this
Agreement  or  the  Loan  Documents or  any  other  agreement  or
document referred to therein, each Borrower hereby submits to the
jurisdiction  of  all  federal and state courts  located  in  the
Commonwealth  of  Massachusetts  and  consents  that  any  order,
process,  notice of motion or other application to or by  any  of
said  courts or a judge thereof may be served within  or  without
such  court's  jurisdiction by registered  mail  or  by  personal
service,  provided  a reasonable time for appearance  is  allowed
(but  not  less than the time otherwise afforded by  any  law  or
rule),  and hereby waive any right to contest the appropriateness
of  any action brought within such jurisdiction based on lack  of
personal jurisdiction, improper venue or forum non conveniens.

                             - 20 -
<PAGE>

         (b)  THE AGENT, THE LENDERS AND EACH BORROWER MUTUALLY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY
WITH RESPECT THERETO.  THIS WAIVER CONSTITUTES A MATERIAL
INDUCEMENT FOR THE AGENT AND THE LENDERS TO ACCEPT THIS
AGREEMENT.

     14.9.      Complete Agreement, Amendments.  This  Agreement,
together  with the Loan Documents, contains the entire  agreement
among  the  parties with respect to the transactions contemplated
hereby,   and   supersedes   all   negotiations,   presentations,
warranties, commitments, offers, contracts and writings prior  to
the  date  hereof relating to the subject matters  hereof.   This
Agreement  may  be  amended,  modified,  waived,  discharged   or
terminated  only by a writing signed by the party to  be  charged
with   such   amendment,  modification,  waiver,   discharge   or
termination.

    14.10.    Expenses.

          (a)  Borrowers shall pay on demand, regardless of whether any
Default  or  Event  of  Default  has  occurred  or  whether   any
proceeding  to enforce any Loan Document has been commenced,  all
reasonable out-of-pocket expenses (including, without limitation,
the  reasonable fees and disbursements of counsel or  consultants
to  the Agent and the Lenders and allocable costs of Agent's  and
any  Lender's staff counsel) incurred by the Agent or any  Lender
and that may be incurred by the Agent or any Lender in connection
with (a) the negotiation, preparation, administration, filing  or
recording  of  this  Agreement,  (b)  the  performance  of  field
examinations  at  the  Borrowers' and Non-Borrower  Subsidiaries'
domestic  and  foreign locations; and (c) the collection  of  the
Obligations and any and all other obligations of the Borrowers to
the  Agent  or  any  Lender  whether now  existing  or  hereafter
arising, or with the preservation and enforcement of the  Agent's
or  any Lender's rights and remedies in connection with the  Loan
Documents.    This  covenant  shall  survive   payment   of   the
Obligations and termination of this Agreement.

       (b)  The Borrowers agree that any such reasonable expenses
incurred or to be incurred by any Lender constitute advances by
such Lender to the Borrower under the Credit Agreement, and are
included within the definition of the term "Obligations."  The
Borrowers acknowledge and agree that the Agent and each Lender,
at any time or from time to time in its sole and absolute
discretion, (a) may debit any account of the Borrowers maintained
with the Lender, in order to pay such expenses; and (b) may make
advances and loans under the Loan Documents to pay such
reasonable expenses.

     14.11.    Severability.  Any provision hereof that is prohibited
or  unenforceable  in  any jurisdiction  shall  be,  as  to  such
jurisdiction,  ineffective to the extent of such  prohibition  or

                             - 21 -
<PAGE>


unenforceability  without invalidating the  remaining  provisions
hereof,  and  any  such  prohibition or unenforceability  in  any
jurisdiction  shall  not invalidate or render unenforceable  such
provision in any other jurisdiction.

     14.12.    Interest Limitation.  All agreements between the
Borrowers, the Agent, and the Lenders are hereby expressly
limited so that in no contingency or event whatsoever, whether by
reason of acceleration of maturity of the indebtedness evidenced
hereby or otherwise, shall the amount paid or agreed to be paid
to the Agent or the Lenders for the use or the forbearance of the
indebtedness evidenced hereby exceed the maximum permissible
under applicable law.  As used herein, the term "applicable law"
shall mean the law in effect as of the date hereof; provided,
however, that in the event there is a change in the law which
results in a higher permissible rate of interest, then any Loan
Document shall be governed by such new law as of its effective
date.  In this regard, it is expressly agreed that it is the
intent of the Borrowers, the Agent, and the Lenders in the
execution, delivery and acceptance of this Agreement to contract
in strict compliance with the laws of the Commonwealth of
Massachusetts from time to time in effect.  If, under or from any
circumstances whatsoever, fulfillment of any provision hereof or
of any of the Loan Documents at the time of performance of such
provision shall be due, shall involve transcending the limit of
such validity prescribed by applicable law, then the obligation
to be fulfilled shall automatically be reduced to the limits of
such validity, and if under or from circumstances whatsoever the
Agent or any Lender should ever receive as interest and amount
which would exceed then highest lawful rate, such amount which
would be excessive interest shall be applied to the reduction of
the principal balance evidenced hereby and not to the payment of
interest.  This provision shall control every other provision of
all agreements between the Borrowers, the Agent, and the Lenders.

    14.13.    References to "Lenders".  All references to "Lenders"
in this Agreement shall mean each and all Lenders (whether the
Lender is a natural person or a legal entity, and regardless of
the use of the word "it" or similar term to refer to the Lender),
except where the context otherwise requires.  Each promise,
agreement, representation, warranty and covenant made by any
Borrower herein is made and given to and for the benefit of each
Lender, and all rights of the Lenders hereunder are enjoyed in
full by each Lender, except as expressly set forth herein.

   14.14.    References to "Borrower".  All references to "Borrower"
in this Agreement shall mean each and all Borrowers (whether the
Borrower is a natural person or a legal entity, and regardless of
the use of the word "it" or similar term to refer to the
Borrower), except where the context otherwise requires.  Each
promise, agreement, representation, warranty and covenant made by
any Borrower herein is made and given by each Borrower, jointly
and severally, and all rights of the Borrowers hereunder are
enjoyed with respect to each Borrower, except as expressly set
forth herein.

   14.15.    Descriptive Headings.  The captions in this Agreement
are for convenience of reference only and shall not define or
limit the provisions hereof.

                             - 22 -
<PAGE>

     14.16.    Counterparts.  This Agreement may be executed by one or
more of the parties on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

     15.  Defined Terms.  The capitalized terms in this Agreement
shall  have  the meanings given such terms in the Loan  Documents
(and  this  Agreement  shall  be  deemed  to  constitute  a  Loan
Document), unless assigned a different meaning below:

     15.1.     "Agreement" - this Agreement, including all schedules
and  exhibits,  as  the  same  may be  amended,  supplemented  or
otherwise modified.

     15.2.      "Bankruptcy Code" - the United States Bankruptcy Code
of 1978, as codified at 11 U.S.C. 101 et seq., as amended from
time to time.

     15.3.     "Default" - any event specified in Section 13 of this
Agreement, whether or not any requirement for the giving of
notice or lapse of time or any other condition has been
satisfied.

     15.4.     "Event of Default" - any event specified in Section 13
of this Agreement, provided that any requirement for the giving
of notice or lapse of time or any other condition has been
satisfied.

     15.5.     "Financial Statements" - financial statements of
Borrowers prepared on a consistent basis in accordance with GAAP
and containing balance sheets, statements of income and retained
earnings and statements of cash flow.  Financial Statements for a
month or quarter shall be certified by the chief executive
officer of each Borrower.

     15.6.     "GAAP" - those generally accepted accounting principles
set forth in Statements of the Financial Accounting Standards
Board and in Opinions of the Accounting Principles Board of the
American Institute of Certified Public Accountants or which have
other substantial authoritative support in the United States and
are applicable in the circumstances, as applied on a consistent
basis.  As used in the preceding sentence "consistent basis"
shall mean that the accounting principles observed in the current
period are comparable in all material respects to those applied
in the preceding period.

     15.7.     "Hazardous Material" - any hazardous waste, toxic
substance hazardous chemical, radioactive material, hazardous
material, oil or gasoline, under any applicable federal or state
statute, county or municipal law or ordinance, including (without
limitation) any substance defined as a "hazardous substance" or
"toxic substance" (or comparable term) in the Comprehensive
Environmental Response, Compensation and Liability Act, as
amended (42 U.S.C. 9601, et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. 1802), or the Resource Conservation
and Recovery Act (42 U.S.C. 6901, et seq.).

                             - 23 -
<PAGE>

    15.8.     "IRC" - the Internal Revenue Code of 1986, as amended
from time to time and including all regulations promulgated
thereunder.

    15.9.     "Plan" - any pension plan, as defined in Section 3(2)
of ERISA and any welfare plan, as defined in Section 3(1) of
ERISA, which is sponsored, maintained or contributed to by any
Borrower or any Commonly Controlled Entity, or in respect of
which any Borrower or a Commonly Controlled Entity is an
"employer," as such term is defined in Section 3(5) of ERISA.

    15.10.     "Subordinated Indebtedness" - means Indebtedness of
the Borrowers that is subordinated to the prior payment and
enforcement of the Obligations in favor of the Agent and the
Lenders.

    15.11.    Other Capitalized Terms.  All other capitalized terms
used herein not expressly defined in this Agreement shall have
the meaning ascribed to them in the Loan Documents.

    15.12.    Accounting and Banking Terms.  All accounting and
banking terms not specifically defined herein shall be construed,
in the case of accounting terms, in accordance with GAAP
consistently applied and, in the case of banking terms, in
accordance with general practice among commercial banks.

    16.  Pledge to Federal Reserve. The Agent or any Lender may at
any  time pledge all or any portion of its rights under the  Loan
Documents, including any portion of any note to any of the twelve
(12)  Federal  Reserve Banks organized under  Section  4  of  the
Federal  Reserve Act, 12 U.S.C. Section 341.  No such  pledge  or
enforcement  thereof shall release the Agent or any  Lender  from
its obligations under any of the Loan Documents.

    17.  Participations. Each Lender shall have the unrestricted
right at any time and from time to time, and without the consent
of or notice to Borrowers, to grant to one or more banks or other
financial institutions (each, a "Participant") participating
interests in such Lender's obligation to lend under the Loan
Documents and/or any or all of the loans held by such Lender
hereunder.  In the event of any such grant by such Lender of a
participating interest to a Participant, whether or not upon
notice to Borrowers, the Lender shall remain responsible for the
performance of its obligations under the Loan Documents and
Borrowers shall continue to deal solely and directly with the
Lender in connection with the Lender's rights and obligations
hereunder and thereunder.

  18.  Replacements.  Upon receipt of an affidavit of an officer of
the Agent or any Lender as to the loss, theft, destruction or
mutilation of any note or any other security document which is
not of public record, and, in the case of any such loss, theft,
destruction or mutilation, upon surrender and cancellation of
such note or other security document, Borrowers will issue, in
lieu thereof, a replacement note or other security document in
the same principal amount thereof and otherwise of like tenor.

                             - 24 -
<PAGE>


  19.  Assignment.  This Agreement and the Loan Documents shall be
binding upon and shall inure to the benefit of the Borrowers, the
Agent, and the Lenders and their respective successors and
assigns; provided that the Borrowers may not assign or transfer
any rights or Obligations hereunder without the Agent's and all
the Lenders' prior written consent.  Each Lender shall have the
unrestricted right at any time or from time to time, and without
Borrowers' consent, to assign all or any portion of its rights
and obligations hereunder or under any of the Loan Documents to
one or more banks or other financial institutions (each, an
"Assignee"), and each Borrower agrees that it shall execute, or
cause to be executed, such documents, including, without
limitation, amendments to this Agreement, the Loan Documents, and
to any other documents, instruments and agreements executed in
connection therewith as such Lender shall deem necessary to
effect the foregoing.  In addition, at the request of such Lender
and any such Assignee, Borrowers shall issue one or more new
promissory notes, as applicable, to any such Assignee and, if
such Lender has retained any of its rights and obligations
hereunder following such assignment, to such Lender, which new
promissory notes shall be issued in replacement of, but not in
discharge of, the liability evidenced by the promissory note held
by such Lender prior to such assignment and shall reflect the
amount of the respective commitments and loans held by such
Assignee and such Lender after giving effect to such assignment.
Upon the execution and delivery of appropriate assignment
documentation, amendments and any other documentation required by
such Lender in connection with such assignment, and the payment
by Assignee of the purchase price agreed to by such Lender and
such Assignee, such Assignee shall be a party to this Agreement
and the other Loan Documents and shall have all of the rights and
obligations of such Lender hereunder (and under any and all other
guaranties, documents, instruments and agreements executed in
connection herewith) to the extent that such rights and
obligations have been assigned by such Lender pursuant to the
assignment documentation between such Lender and such Assignee,
and such Lender shall be released from its obligations hereunder
and thereunder to a corresponding extent.


   20.  Disclosure.  Each Borrower hereby authorizes the Agent and
each Lender to release and disclose to the Agent's or any
Lender's affiliates, any assignee or any potential assignee, and
any participant or potential participant, any statements,
notices, financial and operating reports, balance sheets,
financial statements, consultant's reports, appraisals, and any
and all other documents and information relating to the
Borrowers, whether or not considered confidential by the
Borrowers.  In furtherance thereof, each Borrower waives any
claims, causes of action, defenses, or set off rights against the
Agent and the Lenders or any such party respecting the Agent and
the Lenders' delivery of such documents or such information to
such parties in their capacities as an affiliate of the Agent or
any Lender, an assignee or potential assignee, or as a
participant or potential participant.


    [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                             - 25 -
<PAGE>

       IN WITNESS WHEREOF, the parties hereto have caused this
  Agreement to be executed under seal by their respective duly
     authorized officers as of the date first written above.
                              BORROWERS:

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

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


                              AGENT AND LENDER:

                              FLEET NATIONAL BANK, as Agent and
                              as a Lender

____________________________  By:
Witness                           ___________________________________
                                  Name:___________________________
                                  Title:_______________________________


                              OTHER LENDERS:

                              KEY CORPORATE CAPITAL INC.

____________________________  By:
Witness                           ___________________________________
                                  Name:___________________________
                                  Title:________________________________

                             - 26 -
<PAGE>

                              SOVEREIGN BANK

____________________________  By:
Witness                           ___________________________________
                                  Name:___________________________
                                  Title:________________________________


                              BANK OF NEW HAMPSHIRE, N.A.

____________________________  By:
Witness                           ___________________________________
                                  Name:___________________________
                                  Title:________________________________




                             - 27 -
<PAGE>



                           SCHEDULE A

                   (Schedule of Obligations)*


Loans     Unpaid         Unpaid Interest    Incremental  Late      Incremental
          Principal as   (other than        intest       Charges   attributable
          of             the incremental    attributable as of     to increasing
          August 7,2000  interest           to           August 7, the
                         attributable to    increasing   2000      applicable
                         increasing the     the                    rate to the
                         applicable rate    applicable             Default Rate
                         to the Default     rate to the            from and
                         Rate from and      Default Rate           after
                         after August       from and after         February 24,
                         22, 1999) as of    August 22,1999         2000, as of
                         August 7, 2000     and through            August 7,
                                            February 24,           2000
                                            2000 as of
                                            August 7, 2000         (see
                                                                    Section 6
                                                                    (d) above)
                                                                    **

Revolving $4,691,028.43  $138,380.31        $0.00        $3,778.14  $41,628.92
Loans
Swing
Line
Loans     $178,315.35    $3,852.53          $0.00        $122.53    $1,240.05
Term
Loan A    $11,890,445.76 $353,987.53        $0.00        $10,338.69 $109,810.13
Term
Loan B    $10,823,24.38  $336,918.46        $0.00        $9,840.42  $100,640.54

TOTAL     $27,583,113.92 $833,138.83        $0.00        $24,079.78 $253,319.64


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

**The amount of Total Subject Interest may be greater than the
amounts shown in the table, in the event that the conditions
precedent in Section 10 hereof are satisfied after the date shown
above.

                             - 28 -
<PAGE>


                           SCHEDULE B

                      (Disclosure Schedule)
Foreign Qualifications:

Borrower                 State of Incorporation       States where Foreign
                                                      Qualifications
                                                      Obtained

WPI Group, Inc.                    New Hampshire
WPI DecisionKey, Inc.              New Hampshire
WPI Electronics, Inc.              New Hampshire
WPI Power Systems, Inc.            New Hampshire
WPI Husky Technology, Inc.         Florida
WPI Instruments, Inc.              New Hampshire
WPI Magnetec, Inc.                 New Hampshire
WPI Micro Palm, Inc.               New Hampshire
WPI Micro Processor Systems, Inc.  New Hampshire       Michigan
WPI Termiflex, Inc.                New Hampshire
WPI Oyster Terminals, Inc.         New Hampshire
WPI UK Holding, Inc.               New Hampshire
WPI UK Holding II, Inc.            New Hampshire
WPI Group (U.K.)                   England and Wales
Crompton Modutec (Barbados) Limited     Barbados

                             - 29 -
<PAGE>

Capitalization:

                                               Number of   Percentage
Borrower/Subsidiary  Class of  Owner of Stock   Shares     of Shares
                      Stock                                 Owned

WPI Group, Inc.    Common     [publicly    6,056,758       0%
                                held]

WPI Instruments,   Common     WPI Group,      100         100%
Inc.                             Inc.

WPI Magnetec,      Common     WPI Group,       10         100%
Inc.                             Inc.

WPI Micro          Common     WPI Group,       10         100%
Processor                        Inc.
Systems, Inc.

WPI UK Holding,    Common     WPI Group,       10         100%
Inc.                             Inc.

WPI UK Holding     Common     WPI Group,       10         100%
II, Inc.                         Inc.

WPI Group UK      Ordinary      WPI UK     3,700,000      100%
                             Holding, Inc.
                               & WPI UK
                             Holding II,
                                 Inc.

Crompton Modutec   Common        WPI         80,002       100%
(Barbados)                   Instruments,
Limited                          Inc.

WPI Termiflex,     Common     WPI Group,       10         100%
Inc.                             Inc.

WPI Oyster         Common     WPI Group,       10         100%
Terminals, Inc.                  Inc.

WPI Power          Common     WPI Group,       10         100%
Systems, Inc.                    Inc.

WPI DecisionKey,   Common     WPI Micro        10         100%
Inc.                          Processor
                            Systems, Inc.

WPI Electronics,   Common     WPI Group,       10         100%
Inc.                             Inc.

WPI Husky          Common     WPI Group,     1,000        100%
Technology, Inc.                 Inc.

WPI Micro Palm,    Common   WPI Termiflex,     10         100%
Inc.                             Inc.

Micro Processor    Common    WPI Group UK   100,000     100,000
Systems Ltd.
(Formerly WPI
Oyster Termiflex
Ltd.)
                             - 30 -

<PAGE>

Litigation:

     1.   WPI Electronics, Inc. v. SuperVision International,
Inc., United States District Court for the District of New
Hampshire, Docket No. C-99-426-B. SuperVision International, Inc.
("SuperVision") has filed a counterclaim to this action brought
by WPI Electronics, Inc. ("WPI") on September 13, 1999, in which
WPI seeks damages from SuperVision for breach of contract arising
from SuperVision's cancellation of a contract calling for WPI to
supply 170-watt and 270-watt modified standard design ballasts
through December 31, 2000, at a price of $1.772 million.
SuperVision's counterclaim alleges that WPI breached the
agreement with SuperVision by failing to supply ballasts in
conformance with the terms of the agreement and in breach of
express and implied warranties.  SuperVision also alleges common
law fraud and statutory unfair business practice claims.  WPI
seeks the balance of the purchase price plus lost profits in
damages from SuperVision, and SuperVision seeks the return of
amounts paid to date, consequential damages and lost profits in
damages in its counterclaim.  The parties are currently engaged
in discovery, and a trial is scheduled for March 2001.  We are
unable to give an opinion as to whether an unfavorable outcome is
either probable or remote or as to the amount or range of
potential liability should an unfavorable outcome occur.

          2.   SPX Corporation v. WPI Micro Processor Systems,
Inc., Macomb County (Michigan) Circuit Court, Docket No.
99-3852-CK.  SPX Corporation ("SPX") filed this action on
September 14, 1999, alleging breach of contract by WPI Micro
Processor Systems, Inc. ("MPSI") arising out of a distributorship
agreement between the parties dated January 22, 1997, whereby SPX
agreed to distribute certain MPSI products to certain industries.
SPX alleges in its amended complaint that MPSI breached the
agreement and tortiously interfered with a customer by attempting
to sell MPSI products directly to an SPX customer.  SPX also
alleged that MPSI has misappropriated certain SPX trade secrets
in violation of the Uniform Trade Secrets Act. MPSI has filed a
counterclaim against SPX alleging, among other things, breach of
contract, including SPX's failure to pay MPSI $243,000 owed on
account, and SPX's misappropriation of MPSI's trade secrets.
Discovery is ongoing and trial is likely after September 2000.
We are unable to give an opinion as to whether an unfavorable
outcome is either probable or remote or as to the amount or range
of potential liability should an unfavorable outcome occur.


     3.   On April 24, 2000, Dynatech Corporation et al
("Dynatech") asserted in a letter to WPI that it was entitled to
a purchase price adjustment of approximately $4 million under the
February 22, 2000, Share Sale Agreement between the parties.  On
May 3, 2000, WPI stated to Dynatech that a purchase price
adjustment under that Agreement should be made in its favor, not
Dynatech's, in the amount of $1,535,438.  The parties are
discussing these issues in an attempt to resolve them.  In
Dynatech's letter of April 24, 2000, there was insufficient
information provided to WPI to enable it to determine the
validity of Dynatech's claims.


                             - 31 -
<PAGE>

Employment Complaints:
John Brescia v. WPI Husky Technology, Inc.
Equal Employment Opportunity Commission (151A00825)

     Mr. Brescia, a former employee, filed a disability
discrimination charge with the Equal Employment Opportunity
Commission.  He claims that while employed by WPI Husky he was
subjected on a daily basis, from April 1999 to June 6, 1999, to
harassment by his supervisor in the form of gestures and comments
which made fun of him based upon his disability.  The nature of
his alleged disability is not specified.  He claims that as a
result of the harassment he was forced to terminate his
employment on June 6, 1999.  The Company filed a Response denying
any discrimination, but on May 31, 2000, the Equal Employment
Opportunity Commission issued a Letter of Determination finding
that there is reasonable cause to believe that there was a
violation of the Americans With Disabilities Act.  It is unclear
what evidence the Equal Employment Opportunity Commission relied
upon to make that determination.


     Subsequently, the EEOC issued a statement that efforts to
conciliate Mr. Brescia's charge have been unsuccessful and that
no further efforts by the EEOC would be made, and that the EEOC
has decided not to bring suit against the Company based on this
charge and that the file on this matter will be closed. The Equal
Employment Opportunity Commission has, however, reserved the
right to bring suit at a later date and/or to intervene in a
lawsuit by Mr. Brescia against the Company based on this charge,
if he chooses to sue. As of this date, no such suit has been
filed.

                             - 32 -
<PAGE>

Taxes:

Borrower/                                             Amount of  Liens
Subsidiary       Jurisdiction   Description of Tax    Tax

WPI Group Inc.                  Federal Income
and              United         Tax                   None.      None
Subsidiaries     States         FY 1999


                             - 33 -
<PAGE>


Lock Boxes:

None.
                             - 34 -

<PAGE>

Other Names:

None.

                             - 35 -
<PAGE>

Locations of Property:

Borrower/Subsidiary   Address               Name/Address of
                                            Record Owner

WPI Group, Inc.       1155 Elm Street,      BCIA New England
WPI Micro Processor   Manchester, NH 03101  Holdings, Inc.
Systems, Inc.                               c/o Cushman &
WPI Instruments,                            Wakefield
Inc.                                        Center of New
WPI Magnetec, Inc.                          Hampshire Tower
WPI Termiflex, Inc.                         650 Elm St.
WPI Husky                                   Manchester, NH 03101
Technology, Inc.
WPI Electronics,
Inc.
WPI Power Systems,
Inc.
WPI Micro Palm, Inc.
WPI UK Holding, Inc.
WPI UK Holding II,
Inc.
WPI Oyster
Terminals, Inc.
WPI DecisionKey,
Inc.
WPI Group (U.K.)
Micro Processor
Systems Ltd.

WPI Instruments,      850 Perimeter Road,   850 Perimeter
Inc./                 Manchester, NH 03109  Road/NA, LLC
WPI Magnetec, Inc.                          124 Joliette Street
                                            Manchester, NH 03102

                      114 Allard Drive      Cohen Building
                      Manchester, NH        Realty, LLC
                                            North Gate Road
                                            Manchester, NH 03104

WPI Micro Processor   6405 Nineteen Mile    Ledds Development
Systems, Inc.         Road                  Center
                      Sterling Heights, MI  6850 Nineteen Mile
                      48314-2115            Road
                                            Sterling Heights, MI
                                            48314

Crompton Modutec      New Industrial Park   Barbados Investment
(Barbados) Limited    Christ Church,        & Development Center
                      Barbados              Newton Industrial
                                            Park
                                            Christ Church,
                                            Barbados

                             - 36 -
<PAGE>


Non-Material Non-Compliance of Plans with IRC and ERISA:

None.
                             - 37 -

<PAGE>

                           SCHEDULE C

                            (Notices)



If to Borrowers:                   WPI Group, Inc.
                                   1155 Elm Street
                                   Manchester, NH 03101
                                   Attn: John Allard, President
                                   Fax: (603) 627-3150

with copies to:                    Daniel W. Sklar, Esquire
                                   Nixon Peabody
                                   889 Elm Street
                                   Manchester, NH 03101
                                   Fax: (603) 628-4040

If to Fleet Bank- NH
 or to Fleet National Bank:        Daniel D. Butler,
                                   Vice President
                                   Fleet Corporate Administration
                                   Mail Stop:  RIDE03320A
                                   111 Westminster Street
                                   Providence, RI  02903
                                   (Fax:  401-278-6004)

with a copy to:                    Joseph F. Ryan, Esquire
                                   Brown, Rudnick, Freed & Gesmer
                                   One Financial Center
                                   Boston, MA  02111
                                   (Fax:  617-856-8201)

If to Bank of New Hampshire, N.A.: Bank of New Hampshire, N.A.
                                   333 State Street
                                   Portsmouth, NH 03801
                                   Attn: David D. McGraw, VP
                                   (Fax: 603-433-2917)

                                   Peoples Heritage Bank
                                   One Portland Square
                                   P.O. Box 9540
                                   Portland, ME 04112
                                   Attn: Christopher W. Emmons,
                                   SVP
                                   (Fax: 207-761-8660)

                             - 38 -
<PAGE>

If to Sovereign Bank:              Sovereign Bank
                                   50 Rowes Wharf - Suite 430
                                   Boston, MA 02110
                                   Attn: Joseph Becker, VP
                                   (Fax: 617-478-6799)

If to Key Corporate Capital, Inc.:

                                   Key Corporate Capital, Inc.
                                   One Canal Plaza - Sixth Floor
                                   Portland, ME 04101
                                   Attn: Mark Kleinhaut, VP
                                   (Fax: 207-874-7002)



                             - 39 -
<PAGE>

EXHIBIT 10.69



THIS  NOTE  AND  THE  SHARES OF COMMON STOCK  ISSUABLE  UPON  ITS
CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES  ACT  OF
1933,  AS  AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS,  AND
MAY  NOT  BE  SOLD  OR TRANSFERRED WITHOUT COMPLIANCE  WITH   THE
REGISTRATION  OR  QUALIFICATION PROVISIONS OF APPLICABLE  FEDERAL
AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

                       FORM OF TERM A NOTE

$14,116,875.00                          New York, New York
                                             ______, 2000


          FOR VALUE RECEIVED, each of the undersigned (each
individually a "Borrower" and collectively, the "Borrowers")
HEREBY JOINTLY AND SEVERALLY PROMISES TO PAY to the order of
SUNRISE CAPITAL PARTNERS, L.P. ("Lender") in lawful money of the
United States of America and in immediately available funds, the
amount of FOURTEEN MILLION ONE HUNDRED SIXTEEN THOUSAND EIGHT
HUNDRED AND SEVENTY FIVE DOLLARS.  All capitalized terms used but
not otherwise defined herein have the meanings given to them in
the Convertible Note Agreement (as hereinafter defined) or in
Annex A thereto.

          This Term A Note is issued pursuant to that certain
Convertible Note Agreement dated as of July 31, 2000, by and
among the Borrowers and the Lender (including all annexes,
exhibits and schedules thereto and as from time to time amended,
restated, supplemented or otherwise modified, the "Convertible
Note Agreement"), and is entitled to the benefit and security of
the Convertible Note Agreement, the Security Agreement and all of
the other Note Documents referred to therein.  Reference is
hereby made to the Convertible Note Agreement for a statement of
all of the terms and conditions under which the principal balance
of this Note is to be repaid.  The principal balance of this
Note, the rates of interest applicable thereto and the date and
amount of each payment made on account of the principal thereof,
shall be recorded by the Lender on its books; provided that the
failure of the Lender to make any such recordation shall not
affect the obligations of each Borrower to make a payment when
due of any amount owing under the Convertible Note Agreement or
this Term A Note.

          The principal amount of the indebtedness evidenced
hereby, together with any accrued but unpaid interest and Fees
thereon, shall be convertible into Common Stock in accordance
with the terms of the Convertible Note Agreement.

<PAGE>

          The principal amount of the indebtedness evidenced
hereby shall be payable on the date specified in the Convertible
Note Agreement.

          Interest on the principal amount of the indebtedness
evidenced hereby shall be paid until such principal amount is
paid in full at such interest rates and at such times, and
pursuant to such calculations, as are specified in the
Convertible Note Agreement.  The terms of the Convertible Note
Agreement are hereby incorporated herein by reference.

          If any payment on this Term A Note becomes due and
payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension.

          Upon and after the occurrence of any Event of Default,
this Term A Note may, as provided in the Convertible Note
Agreement, and without demand, notice or legal process of any
kind, be declared, and immediately shall become, due and payable.

          Time is of the essence of this Term A Note.  Demand,
presentment, protest and notice of nonpayment and protest are
hereby waived by each Borrower.

          Except as provided in the Convertible Note Agreement,
this Term A Note may not be assigned by Lender to any Person.

          THIS TERM A NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN THAT STATE.




                [SIGNATURE PAGE FOLLOWS]



                             2
<PAGE>


     IN WITNESS WHEREOF, the undersigned, by their duly
authorized representatives, have executed this Term A Note on the
day and year first above written.


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



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


                             3
<PAGE>

EXHIBIT 10.70


THIS  NOTE  AND  THE  SHARES OF COMMON STOCK  ISSUABLE  UPON  ITS
CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES  ACT  OF
1933,  AS  AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS,  AND
MAY  NOT  BE  SOLD  OR TRANSFERRED WITHOUT COMPLIANCE  WITH   THE
REGISTRATION  OR  QUALIFICATION PROVISIONS OF APPLICABLE  FEDERAL
AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

                       FORM OF TERM B NOTE

$5,000,000.00                                New York, New York
                                             _______, 2000


          FOR VALUE RECEIVED, each of the undersigned (each
individually a "Borrower" and collectively, the "Borrowers")
HEREBY JOINTLY AND SEVERALLY PROMISES TO PAY to the order of
SUNRISE CAPITAL PARTNERS, L.P. ("Lender") in lawful money of the
United States of America and in immediately available funds, the
amount of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00)  All
capitalized terms used but not otherwise defined herein have the
meanings given to them in the Convertible Note Agreement (as
hereinafter defined) or in Annex A thereto.

          This Term B Note is issued pursuant to that certain
Convertible Note Agreement dated as of July 31, 2000, by and
among the Borrowers and the Lender (including all annexes,
exhibits and schedules thereto and as from time to time amended,
restated, supplemented or otherwise modified, the "Convertible
Note Agreement"), and is entitled to the benefit and security of
the Convertible Note Agreement, the Security Agreement and all of
the other Note Documents referred to therein.  Reference is
hereby made to the Convertible Note Agreement for a statement of
all of the terms and conditions under which the principal balance
of this Note is to be repaid.  The principal balance of this
Note, the rates of interest applicable thereto and the date and
amount of each payment made on account of the principal thereof,
shall be recorded by the Lender on its books; provided that the
failure of the Lender to make any such recordation shall not
affect the obligations of each Borrower to make a payment when
due of any amount owing under the Convertible Note Agreement or
this Term B Note.

          The principal amount of the indebtedness evidenced
hereby, together with any accrued but unpaid interest and Fees
thereon, shall be convertible into Common Stock in accordance
with the terms of the Convertible Note Agreement.

<PAGE>


          The principal amount of the indebtedness evidenced
hereby shall be payable on the date specified in the Convertible
Note Agreement.

          Interest on the principal amount of the indebtedness
evidenced hereby shall be paid until such principal amount is
paid in full at such interest rates and at such times, and
pursuant to such calculations, as are specified in the
Convertible Note Agreement.  The terms of the Convertible Note
Agreement are hereby incorporated herein by reference.

          If any payment on this Term B Note becomes due and
payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension.

          Upon and after the occurrence of any Event of Default,
this Term B Note may, as provided in the Convertible Note
Agreement, and without demand, notice or legal process of any
kind, be declared, and immediately shall become, due and payable.

          Time is of the essence of this Term B Note.  Demand,
presentment, protest and notice of nonpayment and protest are
hereby waived by each Borrower.

          Except as provided in the Convertible Note Agreement,
this Term B Note may not be assigned by Lender to any Person.

          THIS TERM B NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN THAT STATE.




                [SIGNATURE PAGE FOLLOWS]




                             2
<PAGE>

          IN WITNESS WHEREOF, the undersigned, by their duly
authorized representatives, have executed this Term B Note on the
day and year first above written.

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



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


                             3
<PAGE>

EXHIBIT 10.71


                      FORM OF WARRANT

THIS  WARRANT  AND  THE UNDERLYING SHARES  OF  COMMON  STOCK
ISSUABLE  UPON  ITS EXERCISE HAVE NOT BEEN REGISTERED  UNDER
THE  SECURITIES  ACT OF 1933, AS AMENDED, OR ANY  APPLICABLE
STATE  SECURITIES LAWS, AND MAY NOT BE SOLD  OR  TRANSFERRED
WITHOUT  COMPLIANCE WITH  THE REGISTRATION OR  QUALIFICATION
PROVISIONS  OF APPLICABLE FEDERAL AND STATE SECURITIES  LAWS
OR APPLICABLE EXEMPTIONS THEREFROM.

THE  SECURITIES REPRESENTED BY THIS WARRANT ARE SUBJECT   TO
A  REGISTRATION RIGHTS AGREEMENT DATED AS OF _________, 2000
(THE  "REGISTRATION AGREEMENT").  COPIES OF THE REGISTRATION
AGREEMENT ARE ON FILE AT THE OFFICE OF THE SECRETARY OF  THE
COMPANY.


                      WPI GROUP, INC.

               COMMON STOCK PURCHASE WARRANT

                                              ________, 2000

     WPI GROUP, INC., a New Hampshire corporation (the
"Company"), hereby certifies that, for value received,
Sunrise Capital Partners, L.P., or its assigns, is entitled,
subject to the terms set forth below, to purchase from the
Company at any time or from time to time after the date
hereof (subject to acceleration as hereinafter provided, the
"Initial Exerciseability Date") and before 5:00 p.m.,
Manchester, New Hampshire time, on ________, 2005*footnote 1 (the
"Expiration Date"), ________ fully paid and nonassessable
shares of Common Stock, par value $0.01 per share, of the
Company, at a purchase price per share of $1.75 (such
purchase price per share as adjusted from time to time as
herein provided is referred to herein as the "Purchase
Price").  The number and character of such shares of Common
Stock and the Purchase Price are subject to adjustment as
provided herein.

     This Warrant is one of the Common Stock Purchase
Warrants originally issued by the Company in connection with
that Convertible Note Agreement, dated as of July 31, 2000,
between the Company and its subsidiaries, as borrowers, and
Sunrise Capital Partners, L.P., as Lender, and the shares of
Common Stock issuable upon exercise of the Warrant are
subject to that certain Registration Rights Agreement, dated
as of the date hereof, by and among the Company, Sunrise
Capital Partners, L.P., and each of The John R. Allard

*(footnote 1 - Five years from the date of issuance)

<PAGE>

Revocable Trust of 1993, Lisa A. Dibrigida, Kim A. Socha,
     The Michael E. Allard Revocable Trust of 1994, Gerald R.
Allard, The Samy Nazarian Trust, The David and Angella
Nazarian Family Trust, Younes Nazarian and Richard A. Beyer
(the "Registration Rights Agreement"), a copy of which
agreement is on file at the principal office of the Company.
The holder of this Warrant shall be entitled to all of the
benefits and bound by all of the applicable obligations of
the Registration Rights Agreement, as provided therein.

     As used herein the following terms, unless the context
otherwise requires, have the following respective meanings:

          (a)  The term "Company" shall include WPI Group,
Inc., and any corporation which shall succeed to, or assume
the obligations of, the Company hereunder.

          (b)  The term "Common Stock" includes (i) the
Company's Common Stock, par value $0.01 per share, as
authorized on the date of the Agreement, (ii)  any other
capital stock of any class or classes (however designated)
of the Company, authorized on or after such date, the
holders of which shall have the right, without limitation as
to amount per share, either to all or to a share of the
balance of current dividends and liquidating distributions
after the payment of dividends and distributions on any
shares entitled to preference in the payment thereof, and
the holders of which shall ordinarily, in the absence of
contingencies, be entitled to vote for the election of a
majority of directors of the Company (even though the right
to so vote may have been suspended by the happening of such
a contingency) and (iii) any other securities into which or
for which any of the securities described in (i) or (ii)
above may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or
otherwise.

          (c)  The term "Other Securities" refers to any
stock (other than Common Stock) and other securities of the
Company or any other person (corporate or otherwise) which
the holders of the Warrants at any time shall be entitled to
receive, or shall have received, on the exercise of the
Warrants, in lieu of or in addition to Common Stock, or
which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or
Other Securities pursuant to Section 5 or otherwise.

          (d)  The term "Warrant" means this Common Stock
     Purchase Warrant.


          1.   Exercise of Warrant.

               1.1  Full Exercise. This Warrant may be
exercised at any time before its expiration in full by the
holder hereof by surrender of this Warrant, with the form of
subscription at the end hereof duly executed by such holder,
to the Company at its principal office, accompanied by

                             2
<PAGE>

payment, in cash or by certified or official bank check
payable to the order of the Company, in the amount obtained
by multiplying (x) the number of shares of Common Stock for
which this Warrant is then exercisable by (y) the Purchase
Price then in effect.

               1.2  Partial Exercise.  This Warrant may be
exercised at any time before its expiration in part (in lots
of 100 shares or, if this Warrant is then exercisable for a
lesser amount, in such lesser amount) by surrender of this
Warrant and payment of the Purchase Price then in effect in
the manner and at the place provided in subsection 1.1,
except that the amount payable by the holder on such partial
exercise shall be the amount obtained by multiplying (x) the
number of shares of Common Stock designated by the holder in
the subscription at the end hereof by (y) the Purchase Price
then in effect.  On any such partial exercise the Company at
its expense will forthwith issue and deliver to or upon the
order of the holder hereof a new Warrant or Warrants of like
tenor, in the name of the holder hereof or as such holder
(upon payment by such holder of any applicable transfer
taxes) may request, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock for
which such Warrant or Warrants may still be exercised.

               1.3  Company Acknowledgment.  The Company
will, at the time of the exercise of this Warrant, upon the
request of the holder hereof acknowledge in writing its
continuing obligation to afford to such holder any rights to
which such holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant.
If the holder shall fail to make any such request, such
failure shall not affect the continuing obligation of the
Company to afford to such holder any such rights.

               1.4  Trustee for Warrant Holders.  In the
event that a bank or trust company shall have been appointed
as trustee for the holders of the Warrants pursuant to
subsection 4.2, such bank or trust company shall have all
the powers and duties of a warrant agent appointed pursuant
to Section 13 and shall accept, in its own name for the
account of the Company or such successor person as may be
entitled thereto, all amounts otherwise payable to the
Company or such successor, as the case may be, on exercise
of this Warrant pursuant to this Section 1.

               1.5  Net Issue Election/Cashless Exercise.
The holder may elect to receive, without the payment by the
holder of any additional consideration, shares equal to the
value of this Warrant or any portion hereof by the surrender
of this Warrant or such portion  to the Company, with the
net issue election notice annexed hereto duly executed, at
the office of the Company.  Thereupon, the Company shall
issue to the holder such number of fully paid and
nonassessable shares of Common Stock as is computed using
the following formula:

          X = Y (A-B)
              -------
                 A
                             3
<PAGE>
where

     X  =       the number of shares to be issued to the
                holder pursuant to this Section 1.5.

     Y  =       the number of shares covered by this Warrant
                in respect of which the net issue election is made
                pursuant to this Section 1.5.

     A  =       the fair market value of one share of Common
                Stock, as determined in accordance with the
                provisions of this Section 1.5.

     B  =       the Purchase Price in effect under this
                Warrant at the time the net issue election is made
                pursuant to this Section 1.5.

For purposes of this Section 1.5, the "fair market value"
per share of the Company's Common Stock shall mean:

          (1)  If the Common Stock is traded on a national securities
exchange or admitted to unlisted trading privileges on such
an exchange, or is listed on the National  Market (the
"National Market") of the National Association of Securities
Dealers Automated Quotations System (the "NASDAQ"), the fair
market value shall be the last reported sale price of the
Common Stock on such exchange or on the National Market on
the last business day before the effective date of exercise
of the net issue election or if   no such sale is made on
such day, the mean of the closing bid and ask prices for
such day on such exchange or on the National Market;

          (2)  If the Common Stock is not so listed or admitted to
unlisted trading privileges, the fair market value shall be
the mean of the last bid and asked prices reported on the
last business day before the date of the election (1) by the
NASDAQ or (2) if reports are unavailable under clause (a)
above by the National Quotation Bureau Incorporated; and

          (3)  If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and ask prices are not
reported, the fair market value shall be the price per share
which the Company could obtain from a willing buyer for
shares sold by the Company from authorized but unissued
shares, as such price shall be determined by mutual
agreement of the Company and the holder of this Warrant. If
the holder of this Warrant and the Company are unable to
agree on such fair market value, the holder of this Warrant
shall select a pool of three independent and nationally-
recognized investment banking firms from which the Company
shall select one such firm to appraise the fair market value
of the Warrant and to perform the computations involved.
The determination of such investment banking firm shall be
binding upon the Company, the holder of this Warrant and any
other holder of Warrants or Warrant Shares in connection
with any transaction occurring at the time of such
determination.  All expenses of such investment banking firm

                             4
<PAGE>


shall be borne by the Company.  In all cases, the
determination of fair market value shall be made without
consideration of the lack of a liquid public market for the
Common Stock and without consideration of any "control
premium" or any discount for holding less than a majority or
controlling interest of the outstanding Common Stock.

          2.   Delivery of Stock Certificates, etc. on Exercise.  As
soon as practicable after the exercise of this Warrant in
full or in part, and in any event within ten (10) days
thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to
be issued in the name of and delivered to the holder hereof,
or as such holder (upon payment by such holder of any
applicable transfer taxes) may direct,

          (a)  a certificate or certificates for the number
     of fully paid and nonassessable shares of Common Stock
     (or Other Securities) to which such holder shall be
     entitled on such exercise, plus, in lieu of any
     fractional share to which such holder would otherwise
     be entitled, cash equal to such fraction multiplied by
     the then current market value of one full share,
     together with any other stock or other securities and
     property (including cash, where applicable) to which
     such holder is entitled upon such exercise pursuant to
     Section 1 or otherwise, and

          (b)  in case such exercise is in part only, a new
     Warrant or Warrants of like tenor, as provided in
     Section 1.2.

          3.   Adjustment for Dividends in Other Stock,
Property, etc.; Reclassification, etc.  In case at any time
or from time to time, the holders of Common Stock (or Other
Securities) in their capacity as such shall have received,
or (on or after the record date fixed for the determination
of shareholders eligible to receive) shall have become
entitled to receive, without payment therefor,

          (1)  other or additional stock or other securities or
property (other than cash) by way of dividend, or

          (2)  any cash (excluding cash dividends payable solely out
of  earnings or earned surplus of the Company), or

          (a)  other or additional stock or other securities
or property (including cash) by way of spin-off, split-up,
reclassification, recapitalization, combination of shares or
similar corporate rearrangement, other than additional
shares of Common Stock (or Other Securities) issued as a
stock dividend or in a stock-split (adjustments in respect
of which are provided for in Section 5),

                             5
<PAGE>

then, and in each such case, the holder of this Warrant, on
the exercise hereof as provided in Section 1, shall be
entitled to receive the amount of stock and other securities
and property (including cash in the cases referred to in
subdivisions (b) and (c) of this Section 3) which such
holder would hold on the date of such exercise if on the
date hereof he had been the holder of record of the number
of shares of Common Stock called for on the face of this
Warrant and had thereafter, during the period from the date
hereof to and including the date of such exercise, retained
such shares and all such other or additional stock and other
securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3)
receivable by him as aforesaid during such period, giving
effect to all adjustments called for during such period by
Sections 4 and 5.

          4.   Adjustment for Reorganization, Consolidation,
Merger, etc.

          4.1  Reorganization, Consolidation, Merger, etc.
In case at any time or from time to time, the Company shall
(a) effect a capital reorganization or reclassification of
its capital stock, (b) consolidate with or merge into any
other person, or (c) transfer all or substantially all of
its properties or assets to any other corporation or other
business entity under any plan or arrangement contemplating
the dissolution of the Company, then, in each such case, the
holder of this Warrant, on the exercise hereof as provided
in Section 1 at any time after the consummation of such
reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive,
in lieu of the Common Stock (or Other Securities) issuable
on such exercise prior to such consummation or such
effective date, the stock and other securities and property
(including cash) to which such holder would have been
entitled upon such consummation or in connection with such
dissolution, as the case may be, if such holder had so
exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in
Sections 3 and 5.  The Company will not effect any such
consolidation, merger or sale unless, prior to the
consummation thereof, the successor corporation (if other
than the Company) resulting from such consolidation or
merger or the corporation purchasing such assets shall
assume by written instrument mailed or delivered to the
holder of this Warrant at the last address of such holder
appearing on the books of the Company (a) the obligation to
delivery to such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase and (b) the obligations
of the Company under the Registration Rights Agreement.

          2.2  Dissolution.  In the event of any dissolution of the
Company following the transfer of all or substantially all
of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be
delivered the stock and other securities and property
(including cash, where applicable) receivable by the holders
of the Warrants after the effective date of such dissolution
pursuant to this Section 4 to a bank or trust company having
its principal office in Manchester, New Hampshire or New
York, New York, as trustee for the holder or holders of the
Warrants.

                             6
<PAGE>

          2.3  Continuation of Terms.  Upon any reorganization,
consolidation, merger or transfer (and any dissolution
following  any transfer) referred to in this Section 4, this
Warrant shall continue in full force and effect, subject to
expiration in accordance with Section 18 hereof, and the
terms hereof shall be applicable to the shares of stock and
other securities and property receivable on the exercise of
this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution
following any such transfer, as the case may be, and shall
be binding upon the issuer of any such stock or other
securities, including, in the case of any such transfer, the
person acquiring all or substantially all of the properties
or assets of the Company, whether or not such person shall
have expressly assumed the terms of this Warrant as provided
in Section 6.

          5.    Anti-Dilution Adjustments.

          5.1  General.  The Purchase Price shall be subject
to adjustment from time to time as hereinafter provided.
Upon each adjustment of the Purchase Price, the holder of
this Warrant shall hereafter be entitled to purchase, at the
Purchase Price resulting from such adjustment, the number of
shares obtained by multiplying the Purchase Price in effect
immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Purchase
Price resulting from such adjustment.

          2.4  Issuance of Common Stock.  If and whenever after the
date hereof the Company shall issue or sell any shares of
its Common Stock (except (i) upon exercise of one or more of
the Warrants, (ii) upon conversion of any of the Notes
issued pursuant to the Convertible Note Agreement; or (iii)
shares of Common Stock issued to employees, officers,
directors of the Company upon the exercise of options
granted under the Company's Employee Stock Option/Purchase
Plans (hereinafter defined) not to exceed in the aggregate
3,600,000 shares of Common Stock) without consideration or
for a consideration per share less than the greater of the
fair market value of the Common Stock and Purchase Price in
effect immediately prior to the time of such issue or sale,
or shall be deemed under the provisions of this Section 5 to
have effected any such issuance or sale, then, concurrently
with such issue or sale, the Purchase Price shall be reduced
to the price (calculated to the nearest $0.0001) obtained by
multiplying the Purchase Price in effect immediately prior
to the time of such issue or sale by a fraction

          (a)  the numerator of which shall be the sum of
     (i) the number of shares of Common Stock outstanding
     immediately prior to such issue or sale multiplied by
     the Purchase Price immediately prior to such issue or
     sale plus (ii) the consideration received by the
     Company upon  such issue or sale, and

          (b)  the denominator of which shall be the product
     of (i) the total number of shares of Common Stock
     outstanding immediately after such issue or sale,
     multiplied by (ii) the Purchase Price immediately prior
     to such issue or sale.
                             7
<PAGE>
As used herein, "Employee Stock Option/Purchase Plans"
consist of the Company's 1997 Equity Incentive Plan, 1995
Stock Option Plan, Employee Stock Purchase Plan, Employee
Bonus Award Plan, and non qualified options granted to
certain Directors of the Company.

          Notwithstanding the foregoing, no adjustment of
the Purchase Price shall be made in an amount less than
$0.0001 per share, but any such lesser adjustment shall be
carried forward and shall be made at the time of and
together with the next subsequent adjustment which together
with any adjustments so carried forward shall amount to
$0.0001 per share or more.

          2.5  Option Grants.  In the event that at any time, other
than the issuance of options pursuant to the Company's
Employee Stock Option Plan, the Company shall in any manner
grant (directly, by assumption in a merger or otherwise) any
rights to subscribe for or to purchase, or any options for
the purchase of, Common Stock or any stock or securities
convertible into or exchangeable for Common Stock (such
rights or options being herein called "Options" and such
convertible or exchangeable stock or securities being herein
called "Convertible Securities"), whether or not such
Options or the right to convert or exchange any such
Convertible Securities are immediately exercisable, and the
price per share for which Common Stock is issuable upon the
exercise of such Options or upon conversion or exchange of
such Convertible Securities (determined by dividing (i) the
total amount, if any, received or receivable by the Company
as consideration for the granting of such Options, plus the
minimum aggregate amount of additional consideration payable
to the Company upon the exercise of all such Options, plus,
in the case of any such Options which relate to Convertible
Securities, the minimum aggregate amount of additional
consideration, if any, payable upon the issue or sale of
such Convertible Securities and upon the conversion or
exchange thereof, by (ii) the total number of shares of
Common Stock issuable upon the exercise of such Options or
upon the conversion or exchange of all such Convertible
Securities issuable upon the exercise of such Options) shall
be less than the greater of (x) the fair market value of the
shares of Common Stock at the time of such issuance and (y)
the Purchase Price in effect immediately prior to the time
of the granting of such Options, then the total number of
shares of Common Stock issuable upon the exercise of such
Options or upon conversion or exchange of the total amount
of such Convertible Securities issuable upon the exercise of
such Options shall (as of the date of granting such Options)
be deemed to be outstanding and to have been issued for such
price per share.  Except as otherwise provided in subsection
5.5, no further adjustment of the Purchase Price shall be
made upon the actual issue of such Common Stock or of such
Convertible Securities upon exercise of such Options or upon
the actual issue of such Common Stock upon conversion or
exchange of such Convertible Securities.

                             8
<PAGE>

          5.4  Convertible Security Grants.  In the event
that the Company shall in any manner issue (directly, by
assumption in a merger or otherwise) or sell any Convertible
Securities (other than pursuant to the exercise of Options
to purchase such Convertible Securities covered by
subsection 5.3), whether or not the rights  to exchange or
convert thereunder are immediately exercisable, and the
price per share for which Common Stock is issuable upon such
conversion or exchange (determined by dividing (i) the total
amount received or receivable by the Company as
consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the
conversion or exchange thereof, by (ii) the total maximum
number of shares of Common Stock issuable upon the
conversion or exchange of all such Convertible Securities)
shall be less that the greater of (x) the fair market value
of the shares of Common Stock at the time of such issuance
and (y) the Purchase Price in effect immediately prior to
the time of such issue or sale, then the total maximum
number of shares of Common Stock issuable upon conversion or
exchange of all such Convertible Securities shall (as of the
date of the issue or sale of such Convertible Securities) be
deemed to be outstanding and to have been issued for such
price per share.  Except as otherwise provided in subsection
5.5, no further adjustment of the Purchase Price shall be
made upon the actual issue of such Common Stock upon
conversion or exchange of such Convertible Securities.

          5.5  Effect of Alteration to Option or Convertible
Security Terms.  In connection with any change in, or the
expiration or  termination of, the purchase rights under any
Option or the conversion or exchange rights under any
Convertible Securities, the following provisions shall
apply:

               (1)  If the purchase price provided for in any Option
     referred to in subsection 5.3, the additional consideration,
     if any, payable upon the conversion or exchange of any
     Convertible Securities referred to in subsection 5.3 or 5.4,
     or the rate at which any Convertible Securities referred to
     in subsection 5.3 or 5.4 are convertible into or
     exchangeable for Common Stock shall change at any time
     (other than under or by reason of provisions designed to
     protect against dilution), then the Purchase Price in effect
     at the time of such change shall concurrently be increased
     or decreased to the Purchase Price which would be in effect
     immediately after such change if (i) the adjustments which
     were made upon the issuance of such Options or Convertible
     Securities had been made upon the basis of (and taking into
     account the total consideration received for) (A) the
     issuance at that time of the Common Stock, if any, delivered
     upon the exercise of any such Options or upon the conversion
     or exchange of any such Convertible Securities before such
     change, and (B) the issuance at that time of all such
     Options or Convertible Securities, with terms and provisions
     reflecting such change, which are still outstanding after
     such change, and (ii) the Purchase Price as adjusted
     pursuant to clause (i) preceding had been used as the basis
     for the adjustments required hereunder in connection with
     all other issues or sales of Common Stock, Options or
     Convertible Securities by the Company subsequent to the
     issuance of such Options or Convertible Securities.

                             9
<PAGE>

               (2)  On the partial or complete expiration of any Options or
     termination of any right to convert or exchange Convertible
     Securities, the Purchase Price then in effect hereunder
     shall concurrently be increased or decreased to the Purchase
     Price which would be in effect at the time of such
     expiration or termination if (i) the adjustments which were
     made upon the issuance of such Options or Convertible
     Securities had been made upon the basis of (and taking into
     account the total consideration received for) (A) the
     issuance at that time of the Common Stock, if any, delivered
     upon the exercise of such Options or upon the conversion or
     exchange of such Convertible Securities before such
     expiration or termination, and (B) the issuance at that time
     of only those such Options or Convertible Securities which
     remain outstanding after such expiration or termination, and
     (ii) the Purchase Price as adjusted pursuant to clause (i)
     preceding had been used as the basis for adjustments
     required hereunder in connection with all other issues or
     sales of Common Stock, Options or Convertible Securities by
     the Company subsequent to the issuance of such Options or
     Convertible Securities.

               (3)  If the purchase price provided for in any Option
     referred to in subsection 5.3 or the rate at which any
     Convertible Securities referred to in subsection 5.3 or 5.4
     are convertible into or exchangeable for Common Stock shall
     be reduced at any time under or by reason of provisions with
     respect thereto designed to protect against dilution, and
     the event causing such reduction is one that did not also
     require an adjustment in the Purchase Price under other
     provisions of this Section 5, then in case of the delivery
     of shares of Common Stock upon the exercise of any such
     Option or upon conversion or exchange of any such
     Convertible Securities, the Purchase Price then in effect
     hereunder shall concurrently be adjusted to such amount as
     would have obtained if such Option or Convertible Securities
     had never been issued and if the adjustments made upon the
     issuance of such Option or Convertible Securities had been
     made upon the basis of the issuance of (and taking into
     account the total consideration received for) the shares of
     Common Stock delivered as aforesaid (provided that the
     Purchase Price used in such determination shall be the
     Purchase Price on the date of  issue of such shares);
     provided that no such adjustment shall be made unless the
     Purchase Price then in effect would be reduced thereby.

               (4)  No readjustment provision pursuant to paragraphs (a) or
     (b) above shall have the effect of increasing the Purchase
     Price by an amount in excess of the adjustment originally
     made thereto in respect of the issue, sale or grant of such
     Options or Convertible Securities.

                             10
<PAGE>

          2.6  Dividends of Common Stock, Options or Convertible
Securities.  In the event that the Company shall declare a
dividend or make any other distribution upon any stock of
the Company payable in Common Stock, Options or Convertible
Securities, any Common Stock, Options or Convertible
Securities, as the case may be, issuable in payment of such
dividend or distribution shall be deemed to have been issued
or sold without consideration.

          2.7  Dilution in Case of Other Securities.  In case any
Other Securities shall be issued or sold by the Company, or
shall become subject to issue upon the conversion or
exchange of any stock (or Other Securities) of the Company
(or any other issuer  of Other Securities or any other
person referred to in Section 4) or to subscription,
purchase or other acquisition pursuant to any rights or
options granted by the Company (or such other issuer or
person), for a consideration per share such as to dilute the
purchase rights evidenced by this Warrant, the computations,
adjustments and readjustments provided for in this Section 5
with respect to the Purchase Price and the number of shares
of Common Stock issuable upon exercise of this Warrant shall
be made as nearly as possible in the manner so provided and
applied to determine the amount of Other Securities from
time to time receivable on the exercise of the Warrants, so
as to protect the holders of the Warrants against the effect
of such dilution.

          2.8  Stock Splits and Reverse Splits.  In the event that the
Company shall at any time subdivide its outstanding shares
of Common Stock into a greater number of shares, the
Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number
of Warrant Shares purchasable pursuant to this Warrant
immediately prior to such subdivision shall be
proportionately increased, and conversely,  in the event
that the outstanding shares of Common Stock of the Company
shall at any time be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to
such combination shall be proportionately increased and the
number of Warrant Shares purchasable upon the exercise of
this Warrant immediately prior to such combination shall be
proportionately reduced.  Except as provided in this
subsection 5.8, no adjustment in the Purchase Price and no
change in the number of Warrant Shares purchasable shall be
made under this Section 5 as a result of or by reason of any
such subdivision or combination.

          2.9  Other Dilutive Events.  In case any event shall occur
as to which the provisions of this Section 5 are not
strictly applicable but the failure to make any adjustment
would not fairly protect the purchase rights represented by
the Warrants in accordance with the essential intent and
principal of this Section, then, in each such case, the
Company shall appoint a firm of independent public
accountants of recognized national standing (which may be
the regular auditors of the Company), which shall give their
opinion upon the adjustment, if any, on a basis consistent
with the essential intent and principles established in this
Section 5, necessary to preserve, without dilution, the
purchase rights represented by the Warrants.  Upon receipt
of such opinion, the Company will promptly mail a copy
thereof to the holder of the Warrants and shall make the
adjustments to the Warrants described in such opinion.

                             11
<PAGE>

          2.10 Determination of Consideration Received.  For purposes
of this Section 5, the amount of consideration received by
the Company in connection with the issuance or sale of
Common Stock, Options or Convertible Securities shall be
determined in accordance with the following:

               (1)  In the event that shares of Common Stock, Options or
     Convertible Securities shall be issued or sold for cash, the
     consideration received therefor shall be deemed to be the
     amount payable to the Company therefor, without deduction
     therefrom of any expenses incurred or any underwriting
     commissions or concessions or discounts paid or allowed by
     the Company in connection therewith.

               (2)  In the event that any shares of Common Stock, Options
     or Convertible Securities shall be issued or sold for a
     consideration other than cash, the amount of the
     consideration other than cash payable to the Company shall
     be deemed to be the fair value of such consideration as
     reasonably determined by the Board of Directors of the
     Company, without deduction of any expenses incurred or any
     underwriting commissions or concessions or discounts paid or
     allowed by the Company in connection therewith.

               (3)  In the event that any shares of Common Stock, Options
     or Convertible Securities shall be issued in connection with
     any merger in which the Company is the surviving
     corporation, the amount of consideration therefor shall be
     deemed to be the fair value as reasonably determined by the
     Board of Directors of the Company of such portion of the
     assets and business of the non-surviving corporation as such
     Board shall determine to be attributable to such Common
     Stock, Options or Convertible Securities, as the case may
     be.

               (4)  In the event that any Common Stock, Options and/or
     Convertible Securities shall be issued in connection with
     the issue and sale of other securities or property of the
     Company, together comprising one integral transaction in
     which no specific consideration is allocated to such Common
     Stock, Options or Convertible Securities by the parties
     thereto, such Common Stock, Options and/or Convertible
     Securities shall be deemed to have been issued without
     consideration.

          2.11 Record Date as Date of Issue or Sale.  In the event
that at any time the Company shall take a record of the
holders of its Common Stock for the purpose of entitling
them (i) to receive a dividend or other distribution payable
in Common Stock, Options or Convertible Securities, or (ii)
to subscribe for or purchase Common Stock, Options or
Convertible Securities, then such record date shall be
deemed to be the date of the issue or sale of the shares of
Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other
distribution or the date of the granting of such right of
subscription or purchase, as the case may be.

                             12
<PAGE>


          2.12 Treasury Stock.  The number of shares of Common Stock
outstanding at any given time shall not include shares owned
or  held by or for the account of the Company, and the
disposition of any such shares (other than their
cancellation without reissuance) shall be considered an
issue or sale of Common Stock for the purposes of this
Section 5.
1.1
          3.   No Dilution or Impairment.  The Company will not, by
amendment of its Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or
performance of  any of the terms of the Warrants, but will
at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of
the holders of the Warrants against dilution or other
impairment.  Without limiting the generality of the
foregoing, the Company (a) will not increase the par value
or stated value of any shares of stock receivable  on the
exercise of the Warrants above the amount payable therefor
on such exercise, (b) will take all such action as may be
necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable
shares of stock on  the exercise of all Warrants from time
to time outstanding, (c) will not issue any capital stock of
any class which is preferred as to dividends or as to the
distribution of assets upon voluntary or involuntary
dissolution, liquidation or winding  up, unless the rights
of the holders thereof shall be limited to a fixed sum or
percentage of par value in respect of participation in
dividends and in any such distribution of assets or such
stock shall be non voting and not be convertible into
shares of Common Stock or other voting stock, and (d) will
not transfer all or substantially all of its properties and
assets to any other person (corporate or otherwise), or
consolidate with or merge into any other person or permit
any such person to consolidate with or merge into the
Company (if the Company is not the surviving person), unless
such other person shall expressly assume in writing and
become bound by all the terms of the Warrants.

          4.   Accountants' Certificate as to Adjustments.  In each
case of any adjustment or readjustment in the shares of
Common Stock (or Other Securities) issuable on the exercise
of the Warrants, the Company's chief financial officer will
compute, or if requested by the holders of Warrants to
purchase over 50% of the shares of Common Stock which may be
purchased upon exercise of the Warrants the Company at its
expense will promptly cause independent certified public
accountants of recognized standing selected by the Company
at its expense to compute, such adjustment or readjustment
in accordance with the terms of the Warrants and prepare a
certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment
or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any

                             13
<PAGE>

additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b)
the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the
Purchase Price and the number of shares of Common Stock to
be received upon exercise of this Warrant, in effect
immediately prior to such issue or sale and as adjusted and
readjusted as provided in this Warrant.  The Company will
forthwith mail a copy of each such certificate to each
holder of a Warrant, and will, on the written request at any
time of any holder of a Warrant (such request shall not be
made more than once in any Fiscal Quarter), furnish to such
holder a like certificate setting forth the Purchase Price
at the time in effect and showing how it was calculated.

          5.   Notices of Record Date, etc.  In the event of

          (1)  any taking by the Company of a record of the holders of
any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend or
other distribution, or any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any
other securities or property, or to receive any other right
or any declaration of a cash dividend on the Common Stock,
or

          (2)  any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of
the Company or any transfer of all or substantially all the
assets of the Company to or consolidation or merger of the
Company with or into any other person, or

          (3)  any voluntary or involuntary dissolution, liquidation
or winding-up of the Company, or

          (4)  any proposed issue or grant by the Company of any
shares of stock of any class or any other securities, or any
right or option to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other
securities (other than the   issue of Common Stock on the
exercise of the Warrants),

then and in each such event the Company will mail or cause
to be mailed to each holder of a Warrant a notice specifying
(i) the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and stating
the amount and character of such dividend, distribution or
right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up is to take
place, and the time, if any is to be fixed, as of which the
holders of record of Common Stock (or Other Securities)
shall be entitled to exchange their shares of Common Stock
(or Other Securities) for securities or other property
deliverable on such reorganization, reclassification,
recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up, and (iii) the amount
and character of any stock or other securities, or rights or
options with respect thereto, proposed to be issued or
granted, the date of such proposed issue or grant and the
persons or class of persons to whom such proposed issue or

                             14
<PAGE>

grant is to be offered or made.  Such notice shall be mailed
at least twenty (20) days prior to the date specified in
such notice on which any such action is to be taken, except
with respect to the grant of options under the Company's
Employee Stock Option/Purchase Plans in which case such
notice shall be given not later than the date of grant.

          6.   Reservation of Stock, etc.  Issuable on Exercise of
Warrants.  The Company will at all times reserve and keep
available, solely for issuance and delivery on the exercise
of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of
the Warrants.

          7.   Registration of Common Stock.  If any shares of Common
Stock required to be reserved for purposes of exercise of
the Warrants require registration with or approval of any
governmental authority under any federal or state law (other
than the Securities Act) before such shares may be issued
upon exercise of the Warrants, the Company will, at its
expense and as expeditiously as possible, use its best
efforts to cause such shares to be duly registered or
approved, as the case may be.  The shares of Common Stock
issuable upon exercise of this Warrant shall constitute
Registrable Securities (as such term is defined in the
Registration Rights Agreement).  The holder of this Warrant
shall be entitled to all the benefits afforded to a holder
of any such Registrable Securities under the Registration
Rights Agreement and such holder, by acceptance of this
Warrant, agrees to be bound by and comply with the terms and
conditions of the Registration Rights Agreement applicable
to such holder as a holder of such Registrable Securities.

          8.   Representations and Warranties of the Company.  This
Warrant is issued and delivered by the Company on the basis
of the following:

          (1)  Authorization and Delivery.  This Warrant has been duly
authorized and executed by the Company and constitutes the
valid and binding obligation of the Company enforceable
against it in accordance with its terms;

          (2)  Warrant Shares.  The shares of Common Stock to be
issued pursuant to this Warrant have been duly authorized
and reserved for issuance by the Company and, when issued
and paid for in accordance with the terms hereof, will be
validly issued, fully paid and nonassessable;

          (3)  Rights and Privileges.  The rights, preferences,
privileges and restrictions granted to or imposed upon such
shares of Common Stock and the holders thereof are as set
forth herein and in the Company's Articles of Incorporation.

          (4)  No Inconsistency.  The execution and delivery of this
Warrant are not, and the issuance of the shares of Common
Stock  upon exercise of this Warrant in accordance with the
terms hereof will not be, inconsistent with the Company's
Articles of Incorporation or by-laws, do not and will not

                             15
<PAGE>

contravene any law, governmental rule or regulation,
judgment or order applicable to the Company, and do not and
will not contravene any provision of, or constitute a
default under, any indenture, mortgage, contract or other
instrument of which the Company is a party or by which it is
bound or require the consent or approval of, the giving of
notice to, the registration with the taking of any action in
respect of or by, any federal, state or local government
authority or agency or other person.

          9.   Exchange of Warrants.  On surrender for exchange of any
Warrant, properly endorsed, to the Company, the Company at
its expense will issue and deliver to or on the order of the
holder thereof a new Warrant or Warrants of like tenor, in
the name of such holder or as such holder (on payment by
such holder of any applicable transfer taxes) may direct,
calling in the aggregate on the face or faces thereof for
the number of shares of Common Stock called for on the face
or faces of the Warrant or Warrants so surrendered.

          10.  Replacement of Warrants.  On receipt of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of any Warrant and, in the case of
any such loss, theft or destruction of any Warrant, on
delivery of an  indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the
case of any such mutilation, on surrender and cancellation
of such Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

          11.  Warrant Agent.  The Company may, by written notice to
each holder of a Warrant, appoint an agent having an office
in New York, New York for the purpose of issuing Common
Stock (or Other Securities) on the exercise of the Warrants
pursuant to Section 1, exchanging Warrants pursuant to
Section 11, and replacing Warrants pursuant to Section 12,
or any of the foregoing, and thereafter any such issuance,
exchange or replacement, as the case may be, shall be made
at such office by such agent.

          12.  Remedies.  The Company stipulates that the remedies at
law of the holder of this Warrant in the event of any
default or threatened default by the Company in the
performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such
terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by
an injunction against a violation of any of the terms hereof
or otherwise.

          13.  Negotiability, etc.  This Warrant is issued upon the
following terms, to all of which each holder or owner hereof
by the taking hereof consents and agrees:

                             16
<PAGE>


          (1)  title to this Warrant may be transferred by endorsement
(by the holder hereof executing the form of assignment at
the end hereof) and delivery in the same manner as in the
case of a negotiable instrument transferable by endorsement
and delivery; and

          (2)  any person in possession of this Warrant properly
endorsed for transfer to such person (including endorsed in
blank) is authorized to represent himself as absolute owner
hereof and is empowered to transfer absolute title hereto by
endorsement and delivery hereof to a bona fide purchaser
hereof for value; each prior taker or owner waives and
renounces all of his equities or rights in this Warrant in
favor of each such bona fide purchaser, and each such bona
fide purchaser shall acquire absolute title hereto and to
all rights represented hereby.  Nothing in this  paragraph
(b) shall create any liability on the part of the Company
beyond any liability or responsibility it has under law.

          14.  Notices, etc.  All notices and other communications
from the Company to the holder of this Warrant shall be
mailed by first class registered or certified mail, postage
prepaid, at such address as may have been furnished to the
Company in writing by such holder or, until any such holder
furnishes to the Company an address, then to, and at the
address of, the last holder of this Warrant who has so
furnished an address to the Company.

          15.  Amendments.  This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an
instrument  in writing signed by the party against which
enforcement of such change, waiver, discharge or termination
is sought

          16.  Governing Law.  THIS WARRANT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAWS.

          17.  THE COMPANY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO
THE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK OR
ANY FEDERAL COURT SITTING IN THE STATE OF NEW YORK FOR
PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT
OF THIS WARRANT.  THE COMPANY HEREBY WAIVES ANY TRIAL BY
JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER ARISING IN CONTRACT, TORT OR
OTHERWISE) AND IN ANY WAY ARISING OUT OF, RELATED TO, OR IN
CONNECTION WITH THIS WARRANT AND THE RELATIONSHIP
ESTABLISHED HEREUNDER.

          18.  Miscellaneous.   The headings in this Warrant are for
purposes of reference only, and shall not limit or otherwise

                             17
<PAGE>

affect any of the terms hereof.  The invalidity or
unenforceability of any provision hereof shall in no way
affect the validity or enforceability of any other
provision.

          19.  Expiration.  The right to exercise this Warrant shall
expire at 5:00 p.m., New York time, on _________* footnote 2.
Notwithstanding the foregoing, this Warrant shall
automatically be deemed to be exercised in full pursuant to
the provisions of Section 1.5 hereof, without any further
action on behalf of the holder, immediately prior to the
time this Warrant would otherwise expire pursuant to the
preceding sentence.

                  [SIGNATURE PAGE FOLLOWS]


*footnote 2 - Five years from the date of issuance

                             18

<PAGE>


          IN WITNESS WHEREOF, the Company has executed this
Warrant under seal as of the date first written above.


                                   WPI GROUP, INC.

                                   By:
                                           Name:
                                           Title:

                             19
<PAGE>


                   FORM OF SUBSCRIPTION
         (To be signed only on exercise of Warrant)

WPI GROUP, INC.

     The undersigned, the holder of the within Warrant,
hereby irrevocably elects to exercise this Warrant for, and
to purchase  thereunder, ________ shares of Common Stock of
WPI GROUP, INC. and herewith makes payment of $______
therefor, and requests that the certificates for such shares
be issued in the name of, and delivered to __________,
federal taxpayer identification number _______, whose
address is _____________.

Dated:
          (Signature must conform toname of holder as
          specified on the face of the Warrant)

          ________________________
          ________________________      (Address)


Signed in the presence of:

-------------------------------------

                             20
<PAGE>



                   FORM  OF ASSIGNMENT
         (To be signed only on transfer of Warrant)

     For value received, the undersigned hereby sells,
assigns, and transfers unto _________, federal taxpayer
identification number _________, whose address is
___________, the right represented by the within Warrant to
purchase __________ shares of Common Stock of WPI GROUP,
INC. to which the within Warrant relates, and appoints
____________ Attorney to transfer such right on the books of
WPI GROUP, INC. with full power of substitution in the
premises.

Dated:
     (Signature must conform to name of holder as specified
     on the face of the Warrant)


                              (Address)


Signed in the presence of:

-------------------------------

                             21
<PAGE>



                 FORM OF NET ELECTION NOTICE
         (To be signed only on exercise of Warrant)

WPI GROUP, INC.

     The undersigned, the holder of the within Warrant,
hereby irrevocably elects to exercise this Warrant for the
________ shares of Common Stock of WPI GROUP, INC. without
payment by the undersigned of any additional consideration,
and requests that certificates for a number of shares of
Common Stock calculated in accordance with Section 1.5 of
the Warrant be issued in the name of, and delivered to
__________, federal taxpayer identification number _______,
whose address is _____________.




Dated:
          (Signature must conform toname of holder as
          specified on the face of the Warrant)

          ________________________
          ________________________      (Address)


Signed in the presence of:


_______________________________


                             22
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