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Exhibit 10.8

                                 WPI GROUP, INC.
                                 ---------------
                             CHANGE IN CONTROL PLAN
                             ----------------------


      This Change in Control Plan ("the Plan") has been adopted by the Board of
Directors ("the Board") of WPI Group, Inc. ("the Company") and has been executed
by its duly authorized officer as of December 15, 1995.

                              STATEMENT OF PURPOSE
                              --------------------
  
      The Board recognizes that, as is the case with many publicly held
corporations, there always exists the possibility of a change of control of the
Company. This possibility and the uncertainty it creates may result in the loss
or distraction of members of management of the Company and its subsidiaries to
the detriment of the Company and its shareholders.

      The Board considers the establishment, maintenance, and continuity of a
sound and vital management to be essential to protecting and enhancing the best
interests of the Company and its shareholders. The Board also believes that when
a change in control is perceived as imminent, or is occurring, the Board should
be able to receive and rely on disinterested advice from management regarding
the best interests of the Company and its shareholders without concern that
members of management might be distracted or concerned by the personal
uncertainties and risks created by the perception of an imminent or occurring
change of control.

      Accordingly, the Board has determined that appropriate steps should be
taken to assure the Company of the continued employment and attention and
dedication to duty of certain members of management of the Company and to ensure
the availability of their disinterested advice, notwithstanding the possibility,
threat or occurrence of a change of control.


                                 PLAN PROVISIONS
                                 ---------------

            1. OPERATION. The Plan shall become effective immediately upon its
approval by the Board, but, neither the Plan nor any of its provisions shall be
operative unless and until there has been a Change of Control (defined below)
while the individuals identified on Exhibit A to this Plan (collectively the
"Covered Individuals" and singly, a "Covered Individual") are still employees of
the Company, nor shall this Plan govern or affect a Covered Individual's
relationship with the Company except as explicitly set forth herein. Upon a
Change of Control, if a Covered Individual is still employed by the Company,
this Plan and all of its provisions shall become operative immediately. If a
Covered Individual's employment relationship with the Company is terminated
before a Change of Control, then that individual shall have no rights or
obligations under the Plan.



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            2. CHANGE OF CONTROL. For the purpose of the Plan, a "Change of
Control" shall mean a change in control of a nature that would be required to be
reported in response to Item 1(a) of Form 8-K, Current Report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); provided that, without limitation, a Change in Control shall be
deemed to have occurred if (i) with the exception of Michael H. Foster, any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
25% or more of the combined voting power of the Company's then outstanding
securities; or (ii) any change occurs in the composition of the Board of
Directors of the Company resulting in a majority of the present directors of the
Company not constituting a majority two years hence, provided, that in making
such determination directors who were elected by, or on the recommendation of,
such present majority, shall be excluded. Notwithstanding the foregoing, a
Change in Control shall not be deemed to have occurred if such change in control
results from a distressed sale of the Company due to the Company's material
default with respect to any applicable debt covenants with its lender.

            3. SEVERANCE BENEFITS. If, within one (1) year after a Change of
Control of the Company, a Covered Individual is discharged without Cause or
resigned for Good Reason (as defined below) the Company shall pay to such
individual within ten (10) business days following the date of termination (as
defined below) a lump sum severance benefit, as set forth on Exhibit A to this
Plan.

            4. GOOD REASON. If any of the following occurs within one (1) year
after a Change in Control, a Covered Individual may voluntarily terminate his or
her employment within thirty (30) days of the occurrence of such event and be
entitled to the severance benefits set forth on Exhibit A.

                  a.    The Company assigns any duties to such individual which
                        are inconsistent with that individual's position,
                        duties, offices, titles, responsibilities, reporting
                        requirements or status with the Company immediately
                        prior to a Change of Control;

                  b.    The Company takes any action with respect to such
                        individual which results in the material diminution
                        of such individual's duties or status with the
                        Company;

                  c.    The Company reduces such individual's base salary,
                        including deferrals, as in effect immediately prior
                        to a Change of Control;

                  d.    The Company changes a Covered Individual's place of
                        employment to a location outside the fifty mile
                        radius from that individual's current place of
                        employment; or


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                  e.    The Company purports to terminate a Covered
                        Individual's employment otherwise than as expressly
                        permitted by the Plan.

      The Covered Individual shall have the sole right to determine, in good
faith, whether any of the above events has occurred. Notwithstanding anything to
the contrary in the Plan, a Covered Individual may terminate his employment for
any reason during the first year after a Change of Control and receive the base
salary component only of the severance benefit described in section 3.

            5. CAUSE. Cause shall mean: conviction of a felony or crime
involving an act of moral turpitude, dishonesty or misfeasance, or willful
misconduct which substantially interferes with the orderly business of the
Company or any of its subsidiaries, action that directly causes the Company or
its subsidiaries to suffer substantial loss or damage, and conduct that
substantially interferes with or damages the standing or reputation of the
Company or any of its subsidiaries.

            6. OTHER BENEFITS PAYABLE. The severance benefit described in
section 3 above shall be payable in addition to, and not in lieu of, all other
accrued or vested or earned deferred compensation, rights, options or other
benefits which may be owed to a Covered Individual following discharge or
resignation (and not contingent on any Change of Control preceding such
termination), including but not limited to, accrued vacation or sick pay,
amounts or benefits payable, if any, under any bonus or other compensation
plans, stock option plan, stock ownership plan, stock purchase plan, life
insurance plan, health plan, disability plan or similar plan. At the discretion
of the Board of Directors, the vesting of stock options held by a Covered
Individual may be accelerated in the event of a Change of Control.

            7. NOTICE OF TERMINATION. Any termination by Company for Cause, or
by a Covered Individual for Good Reason, shall be communicated by Notice of
Termination to the other party. A "Notice of Termination" means a written notice
which (i) indicates the specific termination provision relied under this Plan,
(ii) to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under the provision so
indicated, and (iii) if the Date of Termination (as defined below) is other than
the date of receipt of such notice, specifies the termination date (which date
shall not be more than 15 days after the giving of such notice).

            8. DATE OF TERMINATION. "Date of Termination" means (i) the date of
receipt of the Notice of Termination or any later date specified therein, as the
case may be, (ii) if a Covered Individual's employment is terminated by the
Company other than for Cause or disability, the Date of Termination shall be the
date on which the Company notifies such individual of such termination, and
(iii) if a covered individual's employment is terminated by reason of death or
disability, the Date of Termination shall be the date of death or the date that
the Covered Individual is determined to have a Disability (defined below) as the
case may be.

            For the purposes of the Plan, "Disability" shall have the same
meaning as in any disability plan or policy covering a Covered Individual.



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            9. PAYMENT OBLIGATIONS ABSOLUTE. Upon a Change of Control, the
Company's obligations to pay the severance benefits or make any other payments
described in this section shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any set-off,
counterclaim, recoupment, defense or other right which the Company or any of its
subsidiaries may have against the Covered Individual or anyone else. The Covered
Individual shall not be required to mitigate his or her damages, and if he or
she does accept other employment, any benefits or payments hereunder shall not
be reduced by any compensation earned or other benefits received as a result of
such employment.

            10. SUCCESSOR. The Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all of the business assets and/or assets of the Company, to assume
expressly and agree to perform this agreement and in the same manner and to the
same extent that the Company would be required to perform. As used in this
agreement, Company shall mean the Company hereinbefore defined and any successor
to its business and/or assets as aforesaid which assumes and agrees to perform
this agreement by operation of law or otherwise.

            11. AMENDMENT. Prior to the occurrence of a Change of Control, this 
Plan may be amended or terminated at any time by a vote of the Board. After the
occurrence of a Change of Control, this Plan may only be amended by a written
instrument signed by each of the Covered Individuals and the duly authorized
representative of the Company.

            12. GOVERNING LAW. The validity and construction of the Plan shall 
be governed by the laws of the State of New Hampshire.

            IN WITNESS WHEREOF, the Plan has been executed by the duly
authorized officer of the Company as of the date first above written.


                                          WPI GROUP, INC.


                                          By: /s/ Michael Foster
                                              --------------------------- 
                                               Duly Authorized







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                                    EXHIBIT A



Covered Individual                             Severance Amount
------------------                             ----------------

Karen Hebert                              Six months current aggregate
                                          compensation(1)

Rod Perron                                Six months current aggregate
                                          compensation

John Allen                                Nine months current aggregate
                                          compensation

Timothy Jones                             Nine months current aggregate
                                          compensation

Michael Tule                              Nine months current aggregate
                                          compensation

Dennis Deegan                             Twelve months current aggregate
                                          compensation

Michael Foster                            Eighteen months current aggregate
                                          compensation


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     (1) "Current aggregate compensation" means the highest current base salary
for a Covered Individual, together with the full amount of the higher of: (1)
the cash bonus paid to a Covered Individual during the prior fiscal year; or (2)
if the Covered Individual's employment terminates during the last six months of
the fiscal year, the projected cash bonus that would have been payable to a
Covered Individual for the current fiscal year.