Exhibit 99.1 WPI GROUP, INC. STOCK OPTION

                                
                                                     Exhibit 99.1

                         WPI GROUP, INC.
                                
                          STOCK OPTION


      THIS AGREEMENT is made as of the 16th day of October, 1996,
between  WPI  Group,  Inc.,  a  New  Hampshire  corporation  (the
"Company"),  and  Horizon  Public  Adjusters  Group,  Inc.   (the
"Optionee").



                      W I T N E S S E T H:

      WHEREAS, it has been determined to be in the best  interest
of  the  Company that the Optionee be provided with an inducement
to  acquire a proprietary interest in the Company in the form  of
an  option  to  purchase certain shares of common  stock  of  the
Company, par value $ 0.01 per share (the "Stock").

      NOW,  THEREFORE, in consideration of the premises, promises
and  conditions hereof, the Company and the Optionee hereby agree
as follows:

      1.    Grant of Option.  Subject to the terms and conditions
of  this  Agreement, the Company hereby grants the  Optionee  the
right,  privilege  and  option to purchase Thirty  Five  Thousand
(35,000) shares of its Stock, at the Option Price per share shown
in Section 2 of this Agreement.

      2.    Option Price.  The Optionee shall pay to the Company,
as  consideration  for the issuance of Stock upon  exercise,  Six
Dollars and Thirty Eight Cents ($6.38   ) per share of Stock,  an
amount  which is not less than the par value of a share of  Stock
and  which  constitutes the fair market value of  each  share  of
Stock on the date of this Agreement.

     3.   Accrual of Exercise Right.

           (a)   Subject  to  the terms and  conditions  of  this
     Agreement, the Optionee shall have the right to exercise the
     Option in full.

           (b)   The Optionee may exercise the Option at any time
     upon delivery of proper notice to the Company and compliance
     with  the  terms  and conditions hereof.   Subject  to  that
     limitation,  the  Optionee may exercise the  Option  to  the
     extent  his exercise right has accrued in whole at any  time
     or  in  part from time to time, provided that the number  of
     shares of Stock purchased at any time shall not be less than
     17,500 shares.

           (c)   The Option may not be exercised if, in the  sole
     judgment  of the Company, the issuance of shares  of  common



     stock  of the Company upon such exercise would constitute  a
     violation  of any applicable Federal or State securities  or
     other law, rule, order or regulation.

           (d)  The Optionee shall have no right whatsoever as  a
     shareholder with respect to any shares of Stock  subject  to
     this  Option  until  such  shares  are  issued  to  him   in
     accordance with this Agreement.

     4.   Life of Option.  The Option shall expire when exercised
in  full;  provided, however, and subject to Section  5  of  this
Agreement,  the  Option  (to the extent  not  exercised  and  not
exercisable)  also shall expire immediately and automatically  on
October  15,  2006  (such date being a date preceding  the  tenth
anniversary of the date of this Agreement).

      5.    Method  of  Exercise of Option.  The Option  (to  the
extent  exercisable  under the terms of this  Agreement)  may  be
exercised  in  whole  or in part by the Optionee  by  giving  the
Company  written notice, at its principal offices in  Manchester,
New  Hampshire, of the exercise of such Option and by  paying  to
the  Company the Option Price before the date the Option expires.
Such  payment  shall be made in cash, cashier's check,  or  other
readily available funds; or

     6.    Adjustment of Shares.  In the event of any  change  in
the  number of issued and outstanding shares of Common  Stock  of
the  Corporation which results from a stock split, reverse  stock
split, the payment of a stock dividend or any other change in the
capital   structure  of  the  Corporation,  such  as  a   merger,
consolidation,  reorganization or recapitalization,  the  Company
shall  appropriately adjust the number of shares subject to  this
Option  and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the  same number of shares he would have received had he been the
holder  of  all shares subject to this Option immediately  before
the  effective date of such change in the number of issued shares
of the Common Stock of the Corporation.

     7.   Nontransferability.  The Option is not transferable  by
the Optionee.  Optionee acknowledges that the securities issuable
upon  the exercise of this Option have not been registered  under
the  Securities  Act of 1933 (the "Act") or any State  securities
law.   These  securities may not be sold,  pledged  or  otherwise
disposed  of  unless:  (i)  such securities  are  covered  by  an
effective  registration statement under  the  Act;  or  (ii)  the
Company  has been furnished with an opinion of counsel acceptable
to counsel for the Company to the effect that no registration I s
required for such transfer.

     8.    Availability of Shares.  The Company (a) shall at  all
times  during the life of this Option keep available such  number
of  shares  of  Stock  as  will  be  sufficient  to  satisfy  the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of  Stock  to  the Optionee pursuant to this Agreement,  and  (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.

     9.    Binding Effect.  This Agreement shall be binding  upon
the   Company  and  the  Optinee  and  their  respective   heirs,
executors, administrators and successors.



     IN WITNESS WHEREOF, the Company and the Optionee have caused
this  Agreement to be executed and sealed as of the day and  year
first above written.



ATTEST:                            WPI GROUP, INC.


                                   By: /s/ Xxxxxx X. Xxxxxx
                                       ---------------------
                                       Xxxxxx X. Xxxxxx,
                                       President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary

     (CORPORATE SEAL)
                                   HORIZON PUBLIC ADJUSTERS
                                   GROUP, INC., Optionee

                                   By:/s/Xxxxxxx Xxxxx, Chairman
                                      --------------------------
                                      Duly Authorized
                                
                                
                                
                                
                                
                                                     Exhibit 99.2
                                
                                
                         WPI GROUP, INC.

                  NONSTATUTORY  STOCK  OPTION
                     (Nonemployee Director)


     THIS  AGREEMENT  is  made as of the 18th  of  October  1996,
between  WPI  Group,  Inc.,  a  New  Hampshire  corporation  (the
"Company"), and Xxxxx X. Xxxxxxxx (the "Optionee").


                     W I T N E S S E T H :

     WHEREAS,  it has been determined to be in the best  interest
of  the  Company that the Optionee be provided with an inducement
to  acquire a proprietary interest in the Company in the form  of
an  option  to  purchase certain shares of common  stock  of  the
Company, par value $ 0.01 per share (the "Stock").

     NOW,  THEREFORE, in consideration of the premises,  promises
and  conditions hereof, the Company and the Optionee hereby agree
as follows:

     1.    Grant  of Option.  Subject to the terms and conditions
of  this  Agreement, the Company hereby grants the  Optionee  the
right,  privilege  and option to purchase Ten  Thousand  (10,000)
shares  of  its  Stock, at the Option Price per  share  shown  in
Section 2 of this Agreement.
     
     2.    Option Price.  The Optionee shall pay to the  Company,
as  consideration  for the issuance of Stock upon  exercise,  Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a  share
of  Stock.

     3.   Accrual of Exercise Right.

          (a)   Subject  to  the  terms and  conditions  of  this
     Agreement, the Optionee shall have the right to exercise the
     Option as to the number of shares of Stock shown in Column A
     below  on  the date shown opposite that number in  Column  B
     below:
          
           COLUMN A                          COLUMN B
                                                 
  Cumulative Number of Shares       Accrual of Exercise Right
            3,334                          10/01/97
            6,667                          10/01/98
           10,000                          10/01/99
          
          
          (b)  The Optionee's right to exercise the Option on any
     date  shall  be limited to the excess, if any,  of  (i)  the
     total  number of shares of Stock to which his exercise right


     has accrued on such date, over (ii) the number of shares  of
     Stock for which the Option has been exercised.

          (c)   The Optionee may exercise the Option at any  time
     upon  the  delivery  of proper notice  to  the  Company  and
     compliance with the terms and conditions hereof.  Subject to
     that  limitation  and the limitations described  in  Section
     3(e)  below,  the Optionee may exercise the  Option  to  the
     extent  his exercise right has accrued in whole at any  time
     or  in  part from time to time, provided that the number  of
     shares of Stock purchased at any time shall not be less than
     the  smaller of (i) Two Thousand Five Hundred (2,500) shares
     or (ii) the number of shares to which his exercise right has
     accrued at that time.
          
          (d)   This Option may not be exercised if, in the  sole
     judgment  of the Company, the issuance of shares  of  common
     stock  of the Company upon such exercise would constitute  a
     violation  of any applicable Federal or State securities  or
     other law, rule, order or regulation.

          (e)   Except as provided in Sections 4 and  5  of  this
     Agreement,  no  right  to exercise the Option  shall  accrue
     after  the date the Optionee ceases to be a director of  the
     Company for any reason.

          (f)   The Optionee shall have no right whatsoever as  a
     shareholder with respect to any shares of Stock  subject  to
     this  Option  until  such  shares  are  issued  to  him   in
     accordance with this Agreement.

     4.   Life of Option.  The Option shall expire when exercised
in  full;  provided, however, and subject to Section  5  of  this
Agreement,  the  Option  (to the extent  not  exercised  and  not
exercisable)  also shall expire immediately and automatically  on
10/17/2006   (such  date  being  a  date  preceding   the   tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the   exercise  period  for  up  to  an  additional  thirty  (30)
consecutive days following such date (but not beyond the date  of
automatic expiration).

     5.    Death or Disability.  If the Optionee ceases to  be  a
director  of  the  Company because he dies  or  becomes  disabled
(within the meaning of Section 22(e)(3) of the Code), the  period
of  thirty (30) consecutive days described in Section 4  of  this
Agreement  shall automatically be replaced by a period of  twelve
(12)  consecutive months for purposes of determining the date  of
expiration  of  the  Option under Section 4, and  the  Optionee's
right  to exercise the Option shall automatically accrue in  full
under Section 3 of this Agreement in such event.

     6.    Method  of  Exercise of Option.  The  Option  (to  the
extent  exercisable  under the terms of this  Agreement)  may  be
exercised  in  whole  or in part by the Optionee  by  giving  the
Company  written notice, at its principal offices in  Manchester,
New  Hampshire, of the exercise of such Option and by  paying  to
the  Company the Option Price before the date the Option expires.
Such payment shall be made either in:

     (a)   cash,  cashier's  check, or  other  readily  available
     funds; or

     (b)   transfer of shares of the Common Stock of the  Company
     owned  by the Optionee; provided that, the number of  shares


     of  Common  Stock  representing the Option  Price  shall  be
     valued at the closing price of the Common Stock, as reported
     on  the NASDAQ National Market System, on the date preceding
     the date of exercise of the Option.

     7.   Adjustment of Shares. In the event of any change in the
number  of issued and outstanding shares of Common Stock  of  the
Corporation  which  results  from a stock  split,  reverse  stock
split, the payment of a stock dividend or any other change in the
capital   structure  of  the  Corporation,  such  as  a   merger,
consolidation,  reorganization or recapitalization,  the  Company
shall  appropriately adjust the number of shares subject to  this
Option  and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the  same number of shares he would have received had he been the
holder  of  all shares subject to this Option immediately  before
the  effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
     
     8.    Nontransferability.  The Option is not transferable by
the  Optionee  other  than  by  testamentary  devise  or  by  the
applicable laws of descent and distribution, and the Option shall
be  exercisable  during  the  Optionee's  lifetime  only  by  the
Optionee.   Notwithstanding the foregoing,  this  Option  may  be
transferred to and may thereafter be exercised by members of  the
Optionee's immediate family, or a trust for the benefit  of  only
the  Optionee and/or members of the Optionee's immediate  family;
but any such permitted transfer shall not prevent termination  of
the  Option following Optionee's ceasing to be a director of  the
Company  as  provided in section 3 above; and this  Option  shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the   Optionee's  immediate  family  becomes  a  member  of  such
partnership  or  a beneficiary of such trust.  As  used  in  this
Agreement,  the  Optionee's immediate family  includes  only  the
Optionee's  spouse, parents or other ancestors, and children  and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).

     9.    Availability of Shares.  The Company (a) shall at  all
times  during the life of this Option keep available such  number
of  shares  of  Stock  as  will  be  sufficient  to  satisfy  the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of  Stock  to  the Optionee pursuant to this Agreement,  and  (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.

     10.   Binding Effect.  This Agreement shall be binding  upon
the   Company  and  the  Optionee  and  their  respective  heirs,
executors, administrators and successors.

     
 
     
     IN WITNESS WHEREOF, the Company and the Optionee have caused
this  Agreement to be executed and sealed as of the day and  year
first above written.


ATTEST:                       WPI GROUP, INC.


                              By: /s/ Xxxxxx Xxxxxx
                                  -----------------
                                  Xxxxxx Xxxxxx, President & COO

/s/ Xxxxxxx Xxxx
-----------------
Xxxxxxx Xxxx, Secretary
     (CORPORATE SEAL)


                              /s/ Xxxxx X. Xxxxxxxx
                              ---------------------
                              Xxxxx X. Xxxxxxxx, Optionee




                                                     Exhibit 99.3
                                                                 
                                                                 
                        WPI GROUP, INC.

                  NONSTATUTORY  STOCK  OPTION
                     (Nonemployee Director)


     THIS  AGREEMENT  is  made as of the 18th  of  October  1996,
between  WPI  Group,  Inc.,  a  New  Hampshire  corporation  (the
"Company"), and Xxxx X. Xxxxxxxxxxx (the "Optionee").


                     W I T N E S S E T H :

     WHEREAS,  it has been determined to be in the best  interest
of  the  Company that the Optionee be provided with an inducement
to  acquire a proprietary interest in the Company in the form  of
an  option  to  purchase certain shares of common  stock  of  the
Company, par value $ 0.01 per share (the "Stock").

     NOW,  THEREFORE, in consideration of the premises,  promises
and  conditions hereof, the Company and the Optionee hereby agree
as follows:

     1.    Grant  of Option.  Subject to the terms and conditions
of  this  Agreement, the Company hereby grants the  Optionee  the
right,  privilege  and option to purchase Ten  Thousand  (10,000)
shares  of  its  Stock, at the Option Price per  share  shown  in
Section 2 of this Agreement.
     
     2.    Option Price.  The Optionee shall pay to the  Company,
as  consideration  for the issuance of Stock upon  exercise,  Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a  share
of  Stock.

     3.   Accrual of Exercise Right.

          (a)   Subject  to  the  terms and  conditions  of  this
     Agreement, the Optionee shall have the right to exercise the
     Option as to the number of shares of Stock shown in Column A
     below  on  the date shown opposite that number in  Column  B
     below:
          
           COLUMN A                          COLUMN B
                                                 
  Cumulative Number of Shares       Accrual of Exercise Right
            3,334                          10/01/97
            6,667                          10/01/98
           10,000                          10/01/99
       
          
          (b)  The Optionee's right to exercise the Option on any
     date  shall  be limited to the excess, if any,  of  (i)  the
     total  number of shares of Stock to which his exercise right


     has accrued on such date, over (ii) the number of shares  of
     Stock for which the Option has been exercised.

          (c)   The Optionee may exercise the Option at any  time
     upon  the  delivery  of proper notice  to  the  Company  and
     compliance with the terms and conditions hereof.  Subject to
     that  limitation  and the limitations described  in  Section
     3(e)  below,  the Optionee may exercise the  Option  to  the
     extent  his exercise right has accrued in whole at any  time
     or  in  part from time to time, provided that the number  of
     shares of Stock purchased at any time shall not be less than
     the  smaller of (i) Two Thousand Five Hundred (2,500) shares
     or (ii) the number of shares to which his exercise right has
     accrued at that time.
          
          (d)   This Option may not be exercised if, in the  sole
     judgment  of the Company, the issuance of shares  of  common
     stock  of the Company upon such exercise would constitute  a
     violation  of any applicable Federal or State securities  or
     other law, rule, order or regulation.

          (e)   Except as provided in Sections 4 and  5  of  this
     Agreement,  no  right  to exercise the Option  shall  accrue
     after  the date the Optionee ceases to be a director of  the
     Company for any reason.

          (f)   The Optionee shall have no right whatsoever as  a
     shareholder with respect to any shares of Stock  subject  to
     this  Option  until  such  shares  are  issued  to  him   in
     accordance with this Agreement.

     4.   Life of Option.  The Option shall expire when exercised
in  full;  provided, however, and subject to Section  5  of  this
Agreement,  the  Option  (to the extent  not  exercised  and  not
exercisable)  also shall expire immediately and automatically  on
10/17/2006   (such  date  being  a  date  preceding   the   tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the   exercise  period  for  up  to  an  additional  thirty  (30)
consecutive days following such date (but not beyond the date  of
automatic expiration).

     5.    Death or Disability.  If the Optionee ceases to  be  a
director  of  the  Company because he dies  or  becomes  disabled
(within the meaning of Section 22(e)(3) of the Code), the  period
of  thirty (30) consecutive days described in Section 4  of  this
Agreement  shall automatically be replaced by a period of  twelve
(12)  consecutive months for purposes of determining the date  of
expiration  of  the  Option under Section 4, and  the  Optionee's
right  to exercise the Option shall automatically accrue in  full
under Section 3 of this Agreement in such event.

     6.    Method  of  Exercise of Option.  The  Option  (to  the
extent  exercisable  under the terms of this  Agreement)  may  be
exercised  in  whole  or in part by the Optionee  by  giving  the
Company  written notice, at its principal offices in  Manchester,
New  Hampshire, of the exercise of such Option and by  paying  to
the  Company the Option Price before the date the Option expires.
Such payment shall be made either in:

     (a)   cash,  cashier's  check, or  other  readily  available
funds; or

     (b)   transfer of shares of the Common Stock of the  Company
     owned  by the Optionee; provided that, the number of  shares



     of  Common  Stock  representing the Option  Price  shall  be
     valued at the closing price of the Common Stock, as reported
     on  the NASDAQ National Market System, on the date preceding
     the date of exercise of the Option.

     7.   Adjustment of Shares. In the event of any change in the
number  of issued and outstanding shares of Common Stock  of  the
Corporation  which  results  from a stock  split,  reverse  stock
split, the payment of a stock dividend or any other change in the
capital   structure  of  the  Corporation,  such  as  a   merger,
consolidation,  reorganization or recapitalization,  the  Company
shall  appropriately adjust the number of shares subject to  this
Option  and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the  same number of shares he would have received had he been the
holder  of  all shares subject to this Option immediately  before
the  effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
     

     8.    Nontransferability.  The Option is not transferable by
the  Optionee  other  than  by  testamentary  devise  or  by  the
applicable laws of descent and distribution, and the Option shall
be  exercisable  during  the  Optionee's  lifetime  only  by  the
Optionee.   Notwithstanding the foregoing,  this  Option  may  be
transferred to and may thereafter be exercised by members of  the
Optionee's immediate family, or a trust for the benefit  of  only
the  Optionee and/or members of the Optionee's immediate  family;
but any such permitted transfer shall not prevent termination  of
the  Option following Optionee's ceasing to be a director of  the
Company  as  provided in section 3 above; and this  Option  shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the   Optionee's  immediate  family  becomes  a  member  of  such
partnership  or  a beneficiary of such trust.  As  used  in  this
Agreement,  the  Optionee's immediate family  includes  only  the
Optionee's  spouse, parents or other ancestors, and children  and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).

     9.    Availability of Shares.  The Company (a) shall at  all
times  during the life of this Option keep available such  number
of  shares  of  Stock  as  will  be  sufficient  to  satisfy  the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of  Stock  to  the Optionee pursuant to this Agreement,  and  (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.

     10.   Binding Effect.  This Agreement shall be binding  upon
the   Company  and  the  Optionee  and  their  respective  heirs,
executors, administrators and successors.

     
     
     
     IN WITNESS WHEREOF, the Company and the Optionee have caused
this  Agreement to be executed and sealed as of the day and  year
first above written.


ATTEST:                       WPI GROUP, INC.


                              By: /s/ Xxxxxx X. Xxxxxx
                                  --------------------
                                  Xxxxxx X. Xxxxxx, President & COO


/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
     (CORPORATE SEAL)
                              /s/ Xxxx X. Xxxxxxxxxxx
                              -----------------------
                              Xxxx X. Xxxxxxxxxxx, Optionee


                                                                 
                                                     Exhibit 99.4
                                                                 
                        WPI GROUP, INC.

                  NONSTATUTORY  STOCK  OPTION
                     (Nonemployee Director)


     THIS  AGREEMENT  is  made as of the 18th  of  October  1996,
between  WPI  Group,  Inc.,  a  New  Hampshire  corporation  (the
"Company"), and Xxxxxx Xxxxx (the "Optionee").


                     W I T N E S S E T H :

     WHEREAS,  it has been determined to be in the best  interest
of  the  Company that the Optionee be provided with an inducement
to  acquire a proprietary interest in the Company in the form  of
an  option  to  purchase certain shares of common  stock  of  the
Company, par value $ 0.01 per share (the "Stock").

     NOW,  THEREFORE, in consideration of the premises,  promises
and  conditions hereof, the Company and the Optionee hereby agree
as follows:

     1.    Grant  of Option.  Subject to the terms and conditions
of  this  Agreement, the Company hereby grants the  Optionee  the
right,  privilege  and option to purchase Ten  Thousand  (10,000)
shares  of  its  Stock, at the Option Price per  share  shown  in
Section 2 of this Agreement.
     
     2.    Option Price.  The Optionee shall pay to the  Company,
as  consideration  for the issuance of Stock upon  exercise,  Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a  share
of  Stock.

     3.   Accrual of Exercise Right.

          (a)   Subject  to  the  terms and  conditions  of  this
     Agreement, the Optionee shall have the right to exercise the
     Option as to the number of shares of Stock shown in Column A
     below  on  the date shown opposite that number in  Column  B
     below:
          
           COLUMN A                          COLUMN B
                                                 
  Cumulative Number of Shares       Accrual of Exercise Right
            3,334                          10/01/97
            6,667                          10/01/98
           10,000                          10/01/99
          
          
          (b)  The Optionee's right to exercise the Option on any
     date  shall  be limited to the excess, if any,  of  (i)  the
     total  number of shares of Stock to which his exercise right
     has accrued on such date, over (ii) the number of shares  of
     Stock for which the Option has been exercised.



          (c)   The Optionee may exercise the Option at any  time
     upon  the  delivery  of proper notice  to  the  Company  and
     compliance with the terms and conditions hereof.  Subject to
     that  limitation  and the limitations described  in  Section
     3(e)  below,  the Optionee may exercise the  Option  to  the
     extent  his exercise right has accrued in whole at any  time
     or  in  part from time to time, provided that the number  of
     shares of Stock purchased at any time shall not be less than
     the  smaller of (i) Two Thousand Five Hundred (2,500) shares
     or (ii) the number of shares to which his exercise right has
     accrued at that time.
          
          (d)   This Option may not be exercised if, in the  sole
     judgment  of the Company, the issuance of shares  of  common
     stock  of the Company upon such exercise would constitute  a
     violation  of any applicable Federal or State securities  or
     other law, rule, order or regulation.

          (e)   Except as provided in Sections 4 and  5  of  this
     Agreement,  no  right  to exercise the Option  shall  accrue
     after  the date the Optionee ceases to be a director of  the
     Company for any reason.

          (f)   The Optionee shall have no right whatsoever as  a
     shareholder with respect to any shares of Stock  subject  to
     this  Option  until  such  shares  are  issued  to  him   in
     accordance with this Agreement.

     4.   Life of Option.  The Option shall expire when exercised
in  full;  provided, however, and subject to Section  5  of  this
Agreement,  the  Option  (to the extent  not  exercised  and  not
exercisable)  also shall expire immediately and automatically  on
10/17/2006   (such  date  being  a  date  preceding   the   tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the   exercise  period  for  up  to  an  additional  thirty  (30)
consecutive days following such date (but not beyond the date  of
automatic expiration).

     5.    Death or Disability.  If the Optionee ceases to  be  a
director  of  the  Company because he dies  or  becomes  disabled
(within the meaning of Section 22(e)(3) of the Code), the  period
of  thirty (30) consecutive days described in Section 4  of  this
Agreement  shall automatically be replaced by a period of  twelve
(12)  consecutive months for purposes of determining the date  of
expiration  of  the  Option under Section 4, and  the  Optionee's
right  to exercise the Option shall automatically accrue in  full
under Section 3 of this Agreement in such event.

     6.    Method  of  Exercise of Option.  The  Option  (to  the
extent  exercisable  under the terms of this  Agreement)  may  be
exercised  in  whole  or in part by the Optionee  by  giving  the
Company  written notice, at its principal offices in  Manchester,
New  Hampshire, of the exercise of such Option and by  paying  to
the  Company the Option Price before the date the Option expires.
Such payment shall be made either in:

     (a)   cash,  cashier's  check, or  other  readily  available
funds; or

     (b)   transfer of shares of the Common Stock of the  Company
     owned  by the Optionee; provided that, the number of  shares
     of  Common  Stock  representing the Option  Price  shall  be


     valued at the closing price of the Common Stock, as reported
     on  the NASDAQ National Market System, on the date preceding
     the date of exercise of the Option.

     7.   Adjustment of Shares. In the event of any change in the
number  of issued and outstanding shares of Common Stock  of  the
Corporation  which  results  from a stock  split,  reverse  stock
split, the payment of a stock dividend or any other change in the
capital   structure  of  the  Corporation,  such  as  a   merger,
consolidation,  reorganization or recapitalization,  the  Company
shall  appropriately adjust the number of shares subject to  this
Option  and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the  same number of shares he would have received had he been the
holder  of  all shares subject to this Option immediately  before
the  effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
     
     8.    Nontransferability.  The Option is not transferable by
the  Optionee  other  than  by  testamentary  devise  or  by  the
applicable laws of descent and distribution, and the Option shall
be  exercisable  during  the  Optionee's  lifetime  only  by  the
Optionee.   Notwithstanding the foregoing,  this  Option  may  be
transferred to and may thereafter be exercised by members of  the
Optionee's immediate family, or a trust for the benefit  of  only
the  Optionee and/or members of the Optionee's immediate  family;
but any such permitted transfer shall not prevent termination  of
the  Option following Optionee's ceasing to be a director of  the
Company  as  provided in section 3 above; and this  Option  shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the   Optionee's  immediate  family  becomes  a  member  of  such
partnership  or  a beneficiary of such trust.  As  used  in  this
Agreement,  the  Optionee's immediate family  includes  only  the
Optionee's  spouse, parents or other ancestors, and children  and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).

     9.    Availability of Shares.  The Company (a) shall at  all
times  during the life of this Option keep available such  number
of  shares  of  Stock  as  will  be  sufficient  to  satisfy  the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of  Stock  to  the Optionee pursuant to this Agreement,  and  (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.

     10.   Binding Effect.  This Agreement shall be binding  upon
the   Company  and  the  Optionee  and  their  respective  heirs,
executors, administrators and successors.



     IN WITNESS WHEREOF, the Company and the Optionee have caused
this  Agreement to be executed and sealed as of the day and  year
first above written.


ATTEST:                       WPI GROUP, INC.


                              By:/s/Xxxxxx X. Xxxxxx
                                 -------------------
                                 Xxxxxx X. Xxxxxx, President & COO

/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
     (CORPORATE SEAL)


                              /s/ Xxxxxx Xxxxx
                              -----------------
                              Xxxxxx Xxxxx, Optionee



                                                     Exhibit 99.5

                         WPI GROUP, INC.

                  NONSTATUTORY  STOCK  OPTION
                     (Nonemployee Director)


     THIS  AGREEMENT  is  made as of the 18th  of  October  1996,
between  WPI  Group,  Inc.,  a  New  Hampshire  corporation  (the
"Company"), and Xxxxxx X. XxXxxx (the "Optionee").


                     W I T N E S S E T H :

     WHEREAS,  it has been determined to be in the best  interest
of  the  Company that the Optionee be provided with an inducement
to  acquire a proprietary interest in the Company in the form  of
an  option  to  purchase certain shares of common  stock  of  the
Company, par value $ 0.01 per share (the "Stock").

     NOW,  THEREFORE, in consideration of the premises,  promises
and  conditions hereof, the Company and the Optionee hereby agree
as follows:

     1.    Grant  of Option.  Subject to the terms and conditions
of  this  Agreement, the Company hereby grants the  Optionee  the
right,  privilege  and option to purchase Ten  Thousand  (10,000)
shares  of  its  Stock, at the Option Price per  share  shown  in
Section 2 of this Agreement.
     
     2.    Option Price.  The Optionee shall pay to the  Company,
as  consideration  for the issuance of Stock upon  exercise,  Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a  share
of  Stock.

     3.   Accrual of Exercise Right.

          (a)   Subject  to  the  terms and  conditions  of  this
     Agreement, the Optionee shall have the right to exercise the
     Option as to the number of shares of Stock shown in Column A
     below  on  the date shown opposite that number in  Column  B
     below:
          
           COLUMN A                          COLUMN B
                                                 
  Cumulative Number of Shares       Accrual of Exercise Right
            3,334                          10/01/97
            6,667                          10/01/98
           10,000                          10/01/99
          
          
          (b)  The Optionee's right to exercise the Option on any
     date  shall  be limited to the excess, if any,  of  (i)  the
     total  number of shares of Stock to which his exercise right



     has accrued on such date, over (ii) the number of shares  of
     Stock for which the Option has been exercised.

          (c)   The Optionee may exercise the Option at any  time
     upon  the  delivery  of proper notice  to  the  Company  and
     compliance with the terms and conditions hereof.  Subject to
     that  limitation  and the limitations described  in  Section
     3(e)  below,  the Optionee may exercise the  Option  to  the
     extent  his exercise right has accrued in whole at any  time
     or  in  part from time to time, provided that the number  of
     shares of Stock purchased at any time shall not be less than
     the  smaller of (i) Two Thousand Five Hundred (2,500) shares
     or (ii) the number of shares to which his exercise right has
     accrued at that time.
          
          (d)   This Option may not be exercised if, in the  sole
     judgment  of the Company, the issuance of shares  of  common
     stock  of the Company upon such exercise would constitute  a
     violation  of any applicable Federal or State securities  or
     other law, rule, order or regulation.

          (e)   Except as provided in Sections 4 and  5  of  this
     Agreement,  no  right  to exercise the Option  shall  accrue
     after  the date the Optionee ceases to be a director of  the
     Company for any reason.

          (f)   The Optionee shall have no right whatsoever as  a
     shareholder with respect to any shares of Stock  subject  to
     this  Option  until  such  shares  are  issued  to  him   in
     accordance with this Agreement.

     4.   Life of Option.  The Option shall expire when exercised
in  full;  provided, however, and subject to Section  5  of  this
Agreement,  the  Option  (to the extent  not  exercised  and  not
exercisable)  also shall expire immediately and automatically  on
10/17/2006   (such  date  being  a  date  preceding   the   tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the   exercise  period  for  up  to  an  additional  thirty  (30)
consecutive days following such date (but not beyond the date  of
automatic expiration).

     5.    Death or Disability.  If the Optionee ceases to  be  a
director  of  the  Company because he dies  or  becomes  disabled
(within the meaning of Section 22(e)(3) of the Code), the  period
of  thirty (30) consecutive days described in Section 4  of  this
Agreement  shall automatically be replaced by a period of  twelve
(12)  consecutive months for purposes of determining the date  of
expiration  of  the  Option under Section 4, and  the  Optionee's
right  to exercise the Option shall automatically accrue in  full
under Section 3 of this Agreement in such event.

     6.    Method  of  Exercise of Option.  The  Option  (to  the
extent  exercisable  under the terms of this  Agreement)  may  be
exercised  in  whole  or in part by the Optionee  by  giving  the
Company  written notice, at its principal offices in  Manchester,
New  Hampshire, of the exercise of such Option and by  paying  to
the  Company the Option Price before the date the Option expires.
Such payment shall be made either in:

     (a)   cash,  cashier's  check, or  other  readily  available
funds; or

     (b)   transfer of shares of the Common Stock of the  Company
     owned  by the Optionee; provided that, the number of  shares


     of  Common  Stock  representing the Option  Price  shall  be
     valued at the closing price of the Common Stock, as reported
     on  the NASDAQ National Market System, on the date preceding
     the date of exercise of the Option.

     7.   Adjustment of Shares. In the event of any change in the
number  of issued and outstanding shares of Common Stock  of  the
Corporation  which  results  from a stock  split,  reverse  stock
split, the payment of a stock dividend or any other change in the
capital   structure  of  the  Corporation,  such  as  a   merger,
consolidation,  reorganization or recapitalization,  the  Company
shall  appropriately adjust the number of shares subject to  this
Option  and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the  same number of shares he would have received had he been the
holder  of  all shares subject to this Option immediately  before
the  effective date of such change in the number of issued shares
of the Common Stock of the Corporation.

     8.    Nontransferability.  The Option is not transferable by
the  Optionee  other  than  by  testamentary  devise  or  by  the
applicable laws of descent and distribution, and the Option shall
be  exercisable  during  the  Optionee's  lifetime  only  by  the
Optionee.   Notwithstanding the foregoing,  this  Option  may  be
transferred to and may thereafter be exercised by members of  the
Optionee's immediate family, or a trust for the benefit  of  only
the  Optionee and/or members of the Optionee's immediate  family;
but any such permitted transfer shall not prevent termination  of
the  Option following Optionee's ceasing to be a director of  the
Company  as  provided in section 3 above; and this  Option  shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the   Optionee's  immediate  family  becomes  a  member  of  such
partnership  or  a beneficiary of such trust.  As  used  in  this
Agreement,  the  Optionee's immediate family  includes  only  the
Optionee's  spouse, parents or other ancestors, and children  and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).

     9.    Availability of Shares.  The Company (a) shall at  all
times  during the life of this Option keep available such  number
of  shares  of  Stock  as  will  be  sufficient  to  satisfy  the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of  Stock  to  the Optionee pursuant to this Agreement,  and  (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.

     10.   Binding Effect.  This Agreement shall be binding  upon
the   Company  and  the  Optionee  and  their  respective  heirs,
executors, administrators and successors.

     
     
     IN WITNESS WHEREOF, the Company and the Optionee have caused
this  Agreement to be executed and sealed as of the day and  year
first above written.


ATTEST:                       WPI GROUP, INC.


                              By: /s/ Xxxxxx X. Xxxxxx
                                  --------------------
                                  Xxxxxx X. Xxxxxx, President & COO

/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
     (CORPORATE SEAL)


                              /s/ Xxxxxx X. XxXxxx
                              --------------------
                              Xxxxxx X. XxXxxx, Optionee



                                                                 
                                                     Exhibit 99.6
                                                                 
                        WPI GROUP, INC.

                  NONSTATUTORY  STOCK  OPTION
                     (Nonemployee Director)


     THIS  AGREEMENT  is  made as of the 18th  of  October  1996,
between  WPI  Group,  Inc.,  a  New  Hampshire  corporation  (the
"Company"), and Xxxxxxx X. Xxxxxxxxx (the "Optionee").


                     W I T N E S S E T H :

     WHEREAS,  it has been determined to be in the best  interest
of  the  Company that the Optionee be provided with an inducement
to  acquire a proprietary interest in the Company in the form  of
an  option  to  purchase certain shares of common  stock  of  the
Company, par value $ 0.01 per share (the "Stock").

     NOW,  THEREFORE, in consideration of the premises,  promises
and  conditions hereof, the Company and the Optionee hereby agree
as follows:

     1.    Grant  of Option.  Subject to the terms and conditions
of  this  Agreement, the Company hereby grants the  Optionee  the
right,  privilege  and option to purchase Ten  Thousand  (10,000)
shares  of  its  Stock, at the Option Price per  share  shown  in
Section 2 of this Agreement.
     
     2.    Option Price.  The Optionee shall pay to the  Company,
as  consideration  for the issuance of Stock upon  exercise,  Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a  share
of  Stock.

     3.   Accrual of Exercise Right.

          (a)   Subject  to  the  terms and  conditions  of  this
     Agreement, the Optionee shall have the right to exercise the
     Option as to the number of shares of Stock shown in Column A
     below  on  the date shown opposite that number in  Column  B
     below:
          
           COLUMN A                          COLUMN B
                                                 
  Cumulative Number of Shares       Accrual of Exercise Right
            3,334                          10/01/97
            6,667                          10/01/98
           10,000                          10/01/99
          
          
          (b)  The Optionee's right to exercise the Option on any
     date  shall  be limited to the excess, if any,  of  (i)  the
     total  number of shares of Stock to which his exercise right
     has accrued on such date, over (ii) the number of shares  of
     Stock for which the Option has been exercised.



          (c)   The Optionee may exercise the Option at any  time
     upon  the  delivery  of proper notice  to  the  Company  and
     compliance with the terms and conditions hereof.  Subject to
     that  limitation  and the limitations described  in  Section
     3(e)  below,  the Optionee may exercise the  Option  to  the
     extent  his exercise right has accrued in whole at any  time
     or  in  part from time to time, provided that the number  of
     shares of Stock purchased at any time shall not be less than
     the  smaller of (i) Two Thousand Five Hundred (2,500) shares
     or (ii) the number of shares to which his exercise right has
     accrued at that time.
          
          (d)   This Option may not be exercised if, in the  sole
     judgment  of the Company, the issuance of shares  of  common
     stock  of the Company upon such exercise would constitute  a
     violation  of any applicable Federal or State securities  or
     other law, rule, order or regulation.

          (e)   Except as provided in Sections 4 and  5  of  this
     Agreement,  no  right  to exercise the Option  shall  accrue
     after  the date the Optionee ceases to be a director of  the
     Company for any reason.

          (f)   The Optionee shall have no right whatsoever as  a
     shareholder with respect to any shares of Stock  subject  to
     this  Option  until  such  shares  are  issued  to  him   in
     accordance with this Agreement.

     4.   Life of Option.  The Option shall expire when exercised
in  full;  provided, however, and subject to Section  5  of  this
Agreement,  the  Option  (to the extent  not  exercised  and  not
exercisable)  also shall expire immediately and automatically  on
10/17/2006   (such  date  being  a  date  preceding   the   tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the   exercise  period  for  up  to  an  additional  thirty  (30)
consecutive days following such date (but not beyond the date  of
automatic expiration).

     5.    Death or Disability.  If the Optionee ceases to  be  a
director  of  the  Company because he dies  or  becomes  disabled
(within the meaning of Section 22(e)(3) of the Code), the  period
of  thirty (30) consecutive days described in Section 4  of  this
Agreement  shall automatically be replaced by a period of  twelve
(12)  consecutive months for purposes of determining the date  of
expiration  of  the  Option under Section 4, and  the  Optionee's
right  to exercise the Option shall automatically accrue in  full
under Section 3 of this Agreement in such event.

     6.    Method  of  Exercise of Option.  The  Option  (to  the
extent  exercisable  under the terms of this  Agreement)  may  be
exercised  in  whole  or in part by the Optionee  by  giving  the
Company  written notice, at its principal offices in  Manchester,
New  Hampshire, of the exercise of such Option and by  paying  to
the  Company the Option Price before the date the Option expires.
Such payment shall be made either in:

     (a)   cash,  cashier's  check, or  other  readily  available
funds; or

     (b)   transfer of shares of the Common Stock of the  Company
     owned  by the Optionee; provided that, the number of  shares
     of  Common  Stock  representing the Option  Price  shall  be



     valued at the closing price of the Common Stock, as reported
     on  the NASDAQ National Market System, on the date preceding
     the date of exercise of the Option.

     7.   Adjustment of Shares. In the event of any change in the
number  of issued and outstanding shares of Common Stock  of  the
Corporation  which  results  from a stock  split,  reverse  stock
split, the payment of a stock dividend or any other change in the
capital   structure  of  the  Corporation,  such  as  a   merger,
consolidation,  reorganization or recapitalization,  the  Company
shall  appropriately adjust the number of shares subject to  this
Option  and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the  same number of shares he would have received had he been the
holder  of  all shares subject to this Option immediately  before
the  effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
     
     8.    Nontransferability.  The Option is not transferable by
the  Optionee  other  than  by  testamentary  devise  or  by  the
applicable laws of descent and distribution, and the Option shall
be  exercisable  during  the  Optionee's  lifetime  only  by  the
Optionee.   Notwithstanding the foregoing,  this  Option  may  be
transferred to and may thereafter be exercised by members of  the
Optionee's immediate family, or a trust for the benefit  of  only
the  Optionee and/or members of the Optionee's immediate  family;
but any such permitted transfer shall not prevent termination  of
the  Option following Optionee's ceasing to be a director of  the
Company  as  provided in section 3 above; and this  Option  shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the   Optionee's  immediate  family  becomes  a  member  of  such
partnership  or  a beneficiary of such trust.  As  used  in  this
Agreement,  the  Optionee's immediate family  includes  only  the
Optionee's  spouse, parents or other ancestors, and children  and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).

     9.    Availability of Shares.  The Company (a) shall at  all
times  during the life of this Option keep available such  number
of  shares  of  Stock  as  will  be  sufficient  to  satisfy  the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of  Stock  to  the Optionee pursuant to this Agreement,  and  (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.

     10.   Binding Effect.  This Agreement shall be binding  upon
the   Company  and  the  Optionee  and  their  respective  heirs,
executors, administrators and successors.

     
     
     
     IN WITNESS WHEREOF, the Company and the Optionee have caused
this  Agreement to be executed and sealed as of the day and  year
first above written.


ATTEST:                       WPI GROUP, INC.


                              By: /s/ Xxxxxx X. Xxxxxx
                                  --------------------
                                  Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
     (CORPORATE SEAL)


                              /s/Xxxxxxx X. Xxxxxxxxx
                              -----------------------
                              Xxxxxxx X. Xxxxxxxxx, Optionee



                                                     Exhibit 99.7
                                                                 
                           WPI GROUP, INC.

                  NONSTATUTORY  STOCK  OPTION
                     (Nonemployee Director)


     THIS  AGREEMENT  is  made as of the 31st  of  October  1997,
between  WPI  Group,  Inc.,  a  New  Hampshire  corporation  (the
"Company"), and Xxxxx X. Xxxxxxxx (the "Optionee").


                     W I T N E S S E T H :

     WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").

     NOW,  THEREFORE, in consideration of the premises,  promises
and  conditions hereof, the Company and the Optionee hereby agree
as follows:

     1.    Grant  of Option.  Subject to the terms and conditions
of  this  Agreement,  the Company hereby grants the Optionee  the
right,  privilege  and option to purchase Five  Thousand  (5,000)
shares  of  its  Stock, at the Option Price per  share  shown  in
Section 2 of this Agreement.
     
     2.    Option Price.  The Optionee shall pay to the  Company,
as  consideration for the issuance of Stock upon exercise, Eleven
Dollars  and  Twelve and One Half Cents ($11.125)  per  share  of
Stock, an amount which is not less than the par value of a  share
of Stock.

     3.   Accrual of Exercise Right.

          (a)   Subject  to  the  terms and  conditions  of  this
     Agreement, the Optionee shall have the right to exercise the
     Option as to the number of shares of Stock shown in Column A
     below  on  the date shown opposite that number in  Column  B
     below:
          
           COLUMN A                          COLUMN B
                                                 
  Cumulative Number of Shares       Accrual of Exercise Right
                                 
          5,000                            October 1, 1998
          
          (b)  The Optionee's right to exercise the Option on any
     date  shall  be limited to the excess, if any,  of  (i)  the
     total  number of shares of Stock to which his exercise right
     has accrued on such date, over (ii) the number of shares  of
     Stock for which the Option has been exercised.
          
          (c)   The Optionee may exercise the Option at any  time
     upon  the  delivery  of proper notice  to  the  Company  and


     compliance with the terms and conditions hereof.  Subject to
     that  limitation  and the limitations described  in  Section
     3(e)  below,  the Optionee may exercise the  Option  to  the
     extent  his exercise right has accrued in whole at any  time
     or  in  part from time to time, provided that the number  of
     shares of Stock purchased at any time shall not be less than
     the  smaller  of  (i)  One Thousand Two  Hundred  and  Fifty
     (1,250)  shares or (ii) the number of shares  to  which  his
     exercise right has accrued at that time.
          
          (d)   This Option may not be exercised if, in the  sole
     judgment  of the Company, the issuance of shares  of  common
     stock  of the Company upon such exercise would constitute  a
     violation  of any applicable Federal or State securities  or
     other law, rule, order or regulation.

          (e)   Except as provided in Sections 4 and  5  of  this
     Agreement,  no  right  to exercise the Option  shall  accrue
     after  the date the Optionee ceases to be a director of  the
     Company for any reason.

          (f)   The Optionee shall have no right whatsoever as  a
     shareholder with respect to any shares of Stock  subject  to
     this  Option  until  such  shares  are  issued  to  him   in
     accordance with this Agreement.

     4.   Life of Option.  The Option shall expire when exercised
in  full;  provided, however, and subject to Section  5  of  this
Agreement,  the  Option  (to the extent  not  exercised  and  not
exercisable)  also shall expire immediately and automatically  on
10/30/2007   (such  date  being  a  date  preceding   the   tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the   exercise  period  for  up  to  an  additional  thirty  (30)
consecutive days following such date (but not beyond the date  of
automatic expiration).

     5.    Death or Disability.  If the Optionee ceases to  be  a
director  of  the  Company because he dies  or  becomes  disabled
(within the meaning of Section 22(e)(3) of the Code), the  period
of  thirty (30) consecutive days described in Section 4  of  this
Agreement  shall automatically be replaced by a period of  twelve
(12)  consecutive months for purposes of determining the date  of
expiration  of  the  Option under Section 4, and  the  Optionee's
right  to exercise the Option shall automatically accrue in  full
under Section 3 of this Agreement in such event.

     6.    Method  of  Exercise of Option.  The  Option  (to  the
extent  exercisable  under the terms of this  Agreement)  may  be
exercised  in  whole  or in part by the Optionee  by  giving  the
Company  written notice, at its principal offices in  Manchester,
New  Hampshire, of the exercise of such Option and by  paying  to
the  Company the Option Price before the date the Option expires.
Such payment shall be made either in:

     (a)   cash,  cashier's  check, or  other  readily  available
funds; or

     (b)   transfer of shares of the Common Stock of the  Company
     owned  by the Optionee; provided that, the number of  shares
     of  Common  Stock  representing the Option  Price  shall  be
     valued at the closing price of the Common Stock, as reported
     on  the NASDAQ National Market System, on the date preceding
     the date of exercise of the Option.




     7.   Adjustment of Shares. In the event of any change in the
number  of issued and outstanding shares of Common Stock  of  the
Corporation  which  results  from a stock  split,  reverse  stock
split, the payment of a stock dividend or any other change in the
capital   structure  of  the  Corporation,  such  as  a   merger,
consolidation,  reorganization or recapitalization,  the  Company
shall  appropriately adjust the number of shares subject to  this
Option  and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the  same number of shares he would have received had he been the
holder  of  all shares subject to this Option immediately  before
the  effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
     

     8.    Nontransferability.  The Option is not transferable by
the  Optionee  other  than  by  testamentary  devise  or  by  the
applicable laws of descent and distribution, and the Option shall
be  exercisable  during  the  Optionee's  lifetime  only  by  the
Optionee.   Notwithstanding the foregoing,  this  Option  may  be
transferred to and may thereafter be exercised by members of  the
Optionee's immediate family, or a trust for the benefit  of  only
the  Optionee and/or members of the Optionee's immediate  family;
but any such permitted transfer shall not prevent termination  of
the  Option following Optionee's ceasing to be a director of  the
Company  as  provided in section 3 above; and this  Option  shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the   Optionee's  immediate  family  becomes  a  member  of  such
partnership  or  a beneficiary of such trust.  As  used  in  this
Agreement,  the  Optionee's immediate family  includes  only  the
Optionee's  spouse, parents or other ancestors, and children  and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
     
     9.    Availability of Shares.  The Company (a) shall at  all
times  during the life of this Option keep available such  number
of  shares  of  Stock  as  will  be  sufficient  to  satisfy  the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of  Stock  to  the Optionee pursuant to this Agreement,  and  (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.

     10.   Binding Effect.  This Agreement shall be binding  upon
the   Company  and  the  Optionee  and  their  respective  heirs,
executors, administrators and successors.
     
     
     
     
     IN WITNESS WHEREOF, the Company and the Optionee have caused
this  Agreement to be executed and sealed as of the day and  year
first above written.


ATTEST:                       WPI GROUP, INC.


                              By: /s/ Xxxxxx X. Xxxxxx
                                  --------------------
                                  Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
     (CORPORATE SEAL)


                              /s/ Xxxxx X. Xxxxxxxx
                              ---------------------
                              Xxxxx X. Xxxxxxxx, Optionee



                                                     Exhibit 99.8


                         WPI GROUP, INC.

                  NONSTATUTORY  STOCK  OPTION
                     (Nonemployee Director)

     THIS  AGREEMENT  is  made as of the 31st  of  October  1997,
between  WPI  Group,  Inc.,  a  New  Hampshire  corporation  (the
"Company"), and Xxxx X. Xxxxxxxxxxx (the "Optionee").


                     W I T N E S S E T H :
     
     WHEREAS,  it has been determined to be in the best  interest
of  the  Company that the Optionee be provided with an inducement
to  acquire a proprietary interest in the Company in the form  of
an  option  to  purchase certain shares of common  stock  of  the
Company, par value $ 0.01 per share (the "Stock").
     
     NOW,  THEREFORE, in consideration of the premises,  promises
and  conditions hereof, the Company and the Optionee hereby agree
as follows:

     1.    Grant  of Option.  Subject to the terms and conditions
of  this  Agreement,  the Company hereby grants the Optionee  the
right,  privilege  and option to purchase Five  Thousand  (5,000)
shares  of  its  Stock, at the Option Price per  share  shown  in
Section 2 of this Agreement.
     
     2.    Option Price.  The Optionee shall pay to the  Company,
as  consideration for the issuance of Stock upon exercise, Eleven
Dollars  and  Twelve and One Half Cents ($11.125)  per  share  of
Stock, an amount which is not less than the par value of a  share
of Stock.

     3.   Accrual of Exercise Right.

          (a)   Subject  to  the  terms and  conditions  of  this
     Agreement, the Optionee shall have the right to exercise the
     Option as to the number of shares of Stock shown in Column A
     below  on  the date shown opposite that number in  Column  B
     below:

           COLUMN A                          COLUMN B
                                                 
  Cumulative Number of Shares       Accrual of Exercise Right
                                 
          1,667                            October 1, 1998
          3,334                            October 1, 1999
          5,000                            October 1, 2000
          
          (b)  The Optionee's right to exercise the Option on any
     date  shall  be limited to the excess, if any,  of  (i)  the
     total  number of shares of Stock to which his exercise right
     has accrued on such date, over (ii) the number of shares  of
     Stock for which the Option has been exercised.



          (c)   The Optionee may exercise the Option at any  time
     upon  the  delivery  of proper notice  to  the  Company  and
     compliance with the terms and conditions hereof.  Subject to
     that  limitation  and the limitations described  in  Section
     3(e)  below,  the Optionee may exercise the  Option  to  the
     extent  his exercise right has accrued in whole at any  time
     or  in  part from time to time, provided that the number  of
     shares of Stock purchased at any time shall not be less than
     the  smaller  of  (i)  One Thousand Two  Hundred  and  fifty
     (1,250)  shares or (ii) the number of shares  to  which  his
     exercise right has accrued at that time.
          
          (d)   This Option may not be exercised if, in the  sole
     judgment  of the Company, the issuance of shares  of  common
     stock  of the Company upon such exercise would constitute  a
     violation  of any applicable Federal or State securities  or
     other law, rule, order or regulation.

          (e)   Except as provided in Sections 4 and  5  of  this
     Agreement,  no  right  to exercise the Option  shall  accrue
     after  the date the Optionee ceases to be a director of  the
     Company for any reason.

          (f)   The Optionee shall have no right whatsoever as  a
     shareholder with respect to any shares of Stock  subject  to
     this  Option  until  such  shares  are  issued  to  him   in
     accordance with this Agreement.

     4.   Life of Option.  The Option shall expire when exercised
in  full;  provided, however, and subject to Section  5  of  this
Agreement,  the  Option  (to the extent  not  exercised  and  not
exercisable)  also shall expire immediately and automatically  on
10/30/2007   (such  date  being  a  date  preceding   the   tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the   exercise  period  for  up  to  an  additional  thirty  (30)
consecutive days following such date (but not beyond the date  of
automatic expiration).

     5.    Death or Disability.  If the Optionee ceases to  be  a
director  of  the  Company because he dies  or  becomes  disabled
(within the meaning of Section 22(e)(3) of the Code), the  period
of  thirty (30) consecutive days described in Section 4  of  this
Agreement  shall automatically be replaced by a period of  twelve
(12)  consecutive months for purposes of determining the date  of
expiration  of  the  Option under Section 4, and  the  Optionee's
right  to exercise the Option shall automatically accrue in  full
under Section 3 of this Agreement in such event.

     6.    Method  of  Exercise of Option.  The  Option  (to  the
extent  exercisable  under the terms of this  Agreement)  may  be
exercised  in  whole  or in part by the Optionee  by  giving  the
Company  written notice, at its principal offices in  Manchester,
New  Hampshire, of the exercise of such Option and by  paying  to
the  Company the Option Price before the date the Option expires.
Such payment shall be made either in:

     (a)   cash,  cashier's  check, or  other  readily  available
funds; or

     (b)   transfer of shares of the Common Stock of the  Company
     owned  by the Optionee; provided that, the number of  shares
     of  Common  Stock  representing the Option  Price  shall  be
     valued at the closing price of the Common Stock, as reported
     on  the NASDAQ National Market System, on the date preceding


     the date of exercise of the Option.

     7.   Adjustment of Shares. In the event of any change in the
number  of issued and outstanding shares of Common Stock  of  the
Corporation  which  results  from a stock  split,  reverse  stock
split, the payment of a stock dividend or any other change in the
capital   structure  of  the  Corporation,  such  as  a   merger,
consolidation,  reorganization or recapitalization,  the  Company
shall  appropriately adjust the number of shares subject to  this
Option  and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the  same number of shares he would have received had he been the
holder  of  all shares subject to this Option immediately  before
the  effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
     

     8.    Nontransferability.  The Option is not transferable by
the  Optionee  other  than  by  testamentary  devise  or  by  the
applicable laws of descent and distribution, and the Option shall
be  exercisable  during  the  Optionee's  lifetime  only  by  the
Optionee.   Notwithstanding the foregoing,  this  Option  may  be
transferred to and may thereafter be exercised by members of  the
Optionee's immediate family, or a trust for the benefit  of  only
the  Optionee and/or members of the Optionee's immediate  family;
but any such permitted transfer shall not prevent termination  of
the  Option following Optionee's ceasing to be a director of  the
Company  as  provided in section 3 above; and this  Option  shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the   Optionee's  immediate  family  becomes  a  member  of  such
partnership  or  a beneficiary of such trust.  As  used  in  this
Agreement,  the  Optionee's immediate family  includes  only  the
Optionee's  spouse, parents or other ancestors, and children  and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).

     
     9.    Availability of Shares.  The Company (a) shall at  all
times  during the life of this Option keep available such  number
of  shares  of  Stock  as  will  be  sufficient  to  satisfy  the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of  Stock  to  the Optionee pursuant to this Agreement,  and  (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.

     10.   Binding Effect.  This Agreement shall be binding  upon
the   Company  and  the  Optionee  and  their  respective  heirs,
executors, administrators and successors.
     
     
     
     
     IN WITNESS WHEREOF, the Company and the Optionee have caused
this  Agreement to be executed and sealed as of the day and  year
first above written.


ATTEST:                       WPI GROUP, INC.


                              By: /s/ Xxxxxx X. Xxxxxx
                                  --------------------
                                  Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
     (CORPORATE SEAL)


                              /s/ Xxxx X. Xxxxxxxxxxx
                              -----------------------
                              Xxxx X. Xxxxxxxxxxx, Optionee




                                                     Exhibit 99.9


                         WPI GROUP, INC.

                  NONSTATUTORY  STOCK  OPTION
                     (Nonemployee Director)


     THIS  AGREEMENT  is  made as of the 31st  of  October  1997,
between  WPI  Group,  Inc.,  a  New  Hampshire  corporation  (the
"Company"), and Xxxxxx Xxxxx (the "Optionee").


                     W I T N E S S E T H :

      WHEREAS, it has been determined to be in the best  interest
of  the  Company that the Optionee be provided with an inducement
to  acquire a proprietary interest in the Company in the form  of
an  option  to  purchase certain shares of common  stock  of  the
Company, par value $ 0.01 per share (the "Stock").
     
     NOW,  THEREFORE, in consideration of the premises,  promises
and  conditions hereof, the Company and the Optionee hereby agree
as follows:

     1.    Grant  of Option.  Subject to the terms and conditions
of  this  Agreement, the Company hereby grants the  Optionee  the
right,  privilege  and option to purchase Five  Thousand  (5,000)
shares  of  its  Stock, at the Option Price per  share  shown  in
Section 2 of this Agreement.
     
     2.    Option Price.  The Optionee shall pay to the  Company,
as  consideration for the issuance of Stock upon exercise, Eleven
Dollars  and  Twelve and One Half Cents ($11.125)  per  share  of
Stock, an amount which is not less than the par value of a  share
of Stock.

     3.   Accrual of Exercise Right.

          (a)   Subject  to  the  terms and  conditions  of  this
     Agreement, the Optionee shall have the right to exercise the
     Option as to the number of shares of Stock shown in Column A
     below  on  the date shown opposite that number in  Column  B
     below:
          
           COLUMN A                          COLUMN B
  Cumulative Number of Shares       Accrual of Exercise Right
                                 
          1,667                            October 1, 1998
          3,334                            October 1, 1999
          5,000                            October 1, 2000
          
          (b)  The Optionee's right to exercise the Option on any
     date  shall  be limited to the excess, if any,  of  (i)  the
     total  number of shares of Stock to which his exercise right
     has accrued on such date, over (ii) the number of shares  of
     Stock for which the Option has been exercised.




          (c)   The Optionee may exercise the Option at any  time
     upon  the  delivery  of proper notice  to  the  Company  and
     compliance with the terms and conditions hereof.  Subject to
     that  limitation  and the limitations described  in  Section
     3(e)  below,  the Optionee may exercise the  Option  to  the
     extent  his exercise right has accrued in whole at any  time
     or  in  part from time to time, provided that the number  of
     shares of Stock purchased at any time shall not be less than
     the  smaller  of  (i)  One Thousand Two  Hundred  and  Fifty
     (1,250)  shares or (ii) the number of shares  to  which  his
     exercise right has accrued at that time.
          
          (d)   This Option may not be exercised if, in the  sole
     judgment  of the Company, the issuance of shares  of  common
     stock  of the Company upon such exercise would constitute  a
     violation  of any applicable Federal or State securities  or
     other law, rule, order or regulation.

          (e)   Except as provided in Sections 4 and  5  of  this
     Agreement,  no  right  to exercise the Option  shall  accrue
     after  the date the Optionee ceases to be a director of  the
     Company for any reason.

          (f)   The Optionee shall have no right whatsoever as  a
     shareholder with respect to any shares of Stock  subject  to
     this  Option  until  such  shares  are  issued  to  him   in
     accordance with this Agreement.

     4.   Life of Option.  The Option shall expire when exercised
in  full;  provided, however, and subject to Section  5  of  this
Agreement,  the  Option  (to the extent  not  exercised  and  not
exercisable)  also shall expire immediately and automatically  on
10/30/2007   (such  date  being  a  date  preceding   the   tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the   exercise  period  for  up  to  an  additional  thirty  (30)
consecutive days following such date (but not beyond the date  of
automatic expiration).

     5.    Death or Disability.  If the Optionee ceases to  be  a
director  of  the  Company because he dies  or  becomes  disabled
(within the meaning of Section 22(e)(3) of the Code), the  period
of  thirty (30) consecutive days described in Section 4  of  this
Agreement  shall automatically be replaced by a period of  twelve
(12)  consecutive months for purposes of determining the date  of
expiration  of  the  Option under Section 4, and  the  Optionee's
right  to exercise the Option shall automatically accrue in  full
under Section 3 of this Agreement in such event.

     6.    Method  of  Exercise of Option.  The  Option  (to  the
extent  exercisable  under the terms of this  Agreement)  may  be
exercised  in  whole  or in part by the Optionee  by  giving  the
Company  written notice, at its principal offices in  Manchester,
New  Hampshire, of the exercise of such Option and by  paying  to
the  Company the Option Price before the date the Option expires.
Such payment shall be made either in:

     (a)   cash,  cashier's  check, or  other  readily  available
funds; or

     (b)   transfer of shares of the Common Stock of the  Company
     owned  by the Optionee; provided that, the number of  shares
     of  Common  Stock  representing the Option  Price  shall  be
     valued at the closing price of the Common Stock, as reported
     on  the NASDAQ National Market System, on the date preceding


     the date of exercise of the Option.

     7.   Adjustment of Shares. In the event of any change in the
number  of issued and outstanding shares of Common Stock  of  the
Corporation  which  results  from a stock  split,  reverse  stock
split, the payment of a stock dividend or any other change in the
capital   structure  of  the  Corporation,  such  as  a   merger,
consolidation,  reorganization or recapitalization,  the  Company
shall  appropriately adjust the number of shares subject to  this
Option  and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the  same number of shares he would have received had he been the
holder  of  all shares subject to this Option immediately  before
the  effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
     

     8.    Nontransferability.  The Option is not transferable by
the  Optionee  other  than  by  testamentary  devise  or  by  the
applicable laws of descent and distribution, and the Option shall
be  exercisable  during  the  Optionee's  lifetime  only  by  the
Optionee.   Notwithstanding the foregoing,  this  Option  may  be
transferred to and may thereafter be exercised by members of  the
Optionee's immediate family, or a trust for the benefit  of  only
the  Optionee and/or members of the Optionee's immediate  family;
but any such permitted transfer shall not prevent termination  of
the  Option following Optionee's ceasing to be a director of  the
Company  as  provided in section 3 above; and this  Option  shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the   Optionee's  immediate  family  becomes  a  member  of  such
partnership  or  a beneficiary of such trust.  As  used  in  this
Agreement,  the  Optionee's immediate family  includes  only  the
Optionee's  spouse, parents or other ancestors, and children  and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).

     9.    Availability of Shares.  The Company (a) shall at  all
times  during the life of this Option keep available such  number
of  shares  of  Stock  as  will  be  sufficient  to  satisfy  the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of  Stock  to  the Optionee pursuant to this Agreement,  and  (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.

     10.   Binding Effect.  This Agreement shall be binding  upon
the   Company  and  the  Optionee  and  their  respective  heirs,
executors, administrators and successors.

     
     
     IN WITNESS WHEREOF, the Company and the Optionee have caused
this  Agreement to be executed and sealed as of the day and  year
first above written.


ATTEST:                       WPI GROUP, INC.


                              By: /s/ Xxxxxx X. Xxxxxx
                                  --------------------
                                  Xxxxxx X. Xxxxxx, President & COO

/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
     (CORPORATE SEAL)


                              /s/ Xxxxxx Xxxxx
                              ----------------
                              Xxxxxx Xxxxx, Optionee

                                                    Exhibit 99.10
                                
                         WPI GROUP, INC.

                  NONSTATUTORY  STOCK  OPTION
                     (Nonemployee Director)


     THIS AGREEMENT is made as of the 10th day of February, 1998,
between  WPI  Group,  Inc.,  a  New  Hampshire  corporation  (the
"Company"), and Xxxxxx X. XxXxxx (the "Optionee").


                     W I T N E S S E T H :

     WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
     
     NOW,  THEREFORE, in consideration of the premises,  promises
and  conditions hereof, the Company and the Optionee hereby agree
as follows:

     1.    Grant  of Option.  Subject to the terms and conditions
of  this  Agreement, the Company hereby grants the  Optionee  the
right,  privilege  and option to purchase Ten  Thousand  (10,000)
shares  of  its  Stock, at the Option Price per  share  shown  in
Section 2 of this Agreement.
     
     2.    Option Price.  The Optionee shall pay to the  Company,
as  consideration for the issuance of Stock upon exercise, Eleven
Dollars  and  Twelve and One Half Cents ($11.125)  per  share  of
Stock, an amount which is not less than the par value of a  share
of Stock.

     3.   Accrual of Exercise Right.

          (a)   Subject  to  the  terms and  conditions  of  this
     Agreement, the Optionee shall have the right to exercise the
     Option as to the number of shares of Stock shown in Column A
     below  on  the date shown opposite that number in  Column  B
     below:
          
          
           COLUMN A                          COLUMN B
  Cumulative Number of Shares       Accrual of Exercise Right
                                 
          5,000                            February 10, 1998
          
          (b)  The Optionee's right to exercise the Option on any
     date  shall  be limited to the excess, if any,  of  (i)  the
     total  number of shares of Stock to which his exercise right
     has accrued on such date, over (ii) the number of shares  of
     Stock for which the Option has been exercised.
          
          (c)   The Optionee may exercise the Option at any  time
     upon  the  delivery  of proper notice  to  the  Company  and


     compliance with the terms and conditions hereof.  Subject to
     that  limitation  and the limitations described  in  Section
     3(e)  below,  the Optionee may exercise the  Option  to  the
     extent  his exercise right has accrued in whole at any  time
     or  in  part from time to time, provided that the number  of
     shares of Stock purchased at any time shall not be less than
     the  smaller  of  (i)  One Thousand Two  Hundred  and  Fifty
     (1,250)  shares or (ii) the number of shares  to  which  his
     exercise right has accrued at that time.
          
          (d)   This Option may not be exercised if, in the  sole
     judgment  of the Company, the issuance of shares  of  common
     stock  of the Company upon such exercise would constitute  a
     violation  of any applicable Federal or State securities  or
     other law, rule, order or regulation.

          (e)   Except as provided in Sections 4 and  5  of  this
     Agreement,  no  right  to exercise the Option  shall  accrue
     after  the date the Optionee ceases to be a director of  the
     Company for any reason.

          (f)   The Optionee shall have no right whatsoever as  a
     shareholder with respect to any shares of Stock  subject  to
     this  Option  until  such  shares  are  issued  to  him   in
     accordance with this Agreement.

     4.   Life of Option.  The Option shall expire when exercised
in  full;  provided, however, and subject to Section  5  of  this
Agreement,  the  Option  (to the extent  not  exercised  and  not
exercisable)  also shall expire immediately and automatically  on
02/09/2000   (such  date  being  a  date  preceding  the   second
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the   exercise  period  for  up  to  an  additional  thirty  (30)
consecutive days following such date (but not beyond the date  of
automatic expiration).

     5.    Death or Disability.  If the Optionee ceases to  be  a
director  of  the  Company because he dies  or  becomes  disabled
(within the meaning of Section 22(e)(3) of the Code), the  period
of  thirty (30) consecutive days described in Section 4  of  this
Agreement  shall automatically be replaced by a period of  twelve
(12)  consecutive months for purposes of determining the date  of
expiration  of  the  Option under Section 4, and  the  Optionee's
right  to exercise the Option shall automatically accrue in  full
under Section 3 of this Agreement in such event.

     6.    Method  of  Exercise of Option.  The  Option  (to  the
extent  exercisable  under the terms of this  Agreement)  may  be
exercised  in  whole  or in part by the Optionee  by  giving  the
Company  written notice, at its principal offices in  Manchester,
New  Hampshire, of the exercise of such Option and by  paying  to
the  Company the Option Price before the date the Option expires.
Such payment shall be made either in:

     (a)   cash,  cashier's  check, or  other  readily  available
funds; or

     (b)   transfer of shares of the Common Stock of the  Company
     owned  by the Optionee; provided that, the number of  shares
     of  Common  Stock  representing the Option  Price  shall  be
     valued at the closing price of the Common Stock, as reported
     on  the NASDAQ National Market System, on the date preceding
     the date of exercise of the Option.




     7.   Adjustment of Shares. In the event of any change in the
number  of issued and outstanding shares of Common Stock  of  the
Corporation  which  results  from a stock  split,  reverse  stock
split, the payment of a stock dividend or any other change in the
capital   structure  of  the  Corporation,  such  as  a   merger,
consolidation,  reorganization or recapitalization,  the  Company
shall  appropriately adjust the number of shares subject to  this
Option  and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the  same number of shares he would have received had he been the
holder  of  all shares subject to this Option immediately  before
the  effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
     
     8.    Nontransferability.  The Option is not transferable by
the  Optionee  other  than  by  testamentary  devise  or  by  the
applicable laws of descent and distribution, and the Option shall
be  exercisable  during  the  Optionee's  lifetime  only  by  the
Optionee.   Notwithstanding the foregoing,  this  Option  may  be
transferred to and may thereafter be exercised by members of  the
Optionee's immediate family, or a trust for the benefit  of  only
the  Optionee and/or members of the Optionee's immediate  family;
but any such permitted transfer shall not prevent termination  of
the  Option following Optionee's ceasing to be a director of  the
Company  as  provided in section 3 above; and this  Option  shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the   Optionee's  immediate  family  becomes  a  member  of  such
partnership  or  a beneficiary of such trust.  As  used  in  this
Agreement,  the  Optionee's immediate family  includes  only  the
Optionee's  spouse, parents or other ancestors, and children  and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).

     9.    Availability of Shares.  The Company (a) shall at  all
times  during the life of this Option keep available such  number
of  shares  of  Stock  as  will  be  sufficient  to  satisfy  the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of  Stock  to  the Optionee pursuant to this Agreement,  and  (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.

     10.   Binding Effect.  This Agreement shall be binding  upon
the   Company  and  the  Optionee  and  their  respective  heirs,
executors, administrators and successors.
     
     
     
     
     IN WITNESS WHEREOF, the Company and the Optionee have caused
this  Agreement to be executed and sealed as of the day and  year
first above written.


ATTEST:                       WPI GROUP, INC.


                              By: /s/ Xxxxxx X. Xxxxxx
                                  --------------------
                                  Xxxxxx X. Xxxxxx, President & COO

/s/ Xxxxxxx Xxxx
-----------------
Xxxxxxx Xxxx, Secretary
     (CORPORATE SEAL)

                 
                              /s/ Xxxxxx X. XxXxxx
                              ---------------------
                              Xxxxxx X. XxXxxx, Optionee

                                                    Exhibit 99.11
                                                                 
                         WPI GROUP, INC.

                  NONSTATUTORY  STOCK  OPTION
                     (Nonemployee Director)

     THIS  AGREEMENT  is  made as of the 31st  of  October  1997,
between  WPI  Group,  Inc.,  a  New  Hampshire  corporation  (the
"Company"), and Xxxxxxx X. Xxxxxxxxx (the "Optionee").


                     W I T N E S S E T H :
     
     WHEREAS,  it has been determined to be in the best  interest
of  the  Company that the Optionee be provided with an inducement
to  acquire a proprietary interest in the Company in the form  of
an  option  to  purchase certain shares of common  stock  of  the
Company, par value $ 0.01 per share (the "Stock").
     
     NOW,  THEREFORE, in consideration of the premises,  promises
and  conditions hereof, the Company and the Optionee hereby agree
as follows:

     1.    Grant  of Option.  Subject to the terms and conditions
of  this  Agreement, the Company hereby grants the  Optionee  the
right,  privilege  and option to purchase Five  Thousand  (5,000)
shares  of  its  Stock, at the Option Price per  share  shown  in
Section 2 of this Agreement.
     
     2.    Option Price.  The Optionee shall pay to the  Company,
as  consideration for the issuance of Stock upon exercise, Eleven
Dollars  and  Twelve and One Half Cents ($11.125)  per  share  of
Stock, an amount which is not less than the par value of a  share
of Stock.

     3.   Accrual of Exercise Right.

          (a)   Subject  to  the  terms and  conditions  of  this
     Agreement, the Optionee shall have the right to exercise the
     Option as to the number of shares of Stock shown in Column A
     below  on  the date shown opposite that number in  Column  B
     below:
          
          
           COLUMN A                          COLUMN B
  Cumulative Number of Shares       Accrual of Exercise Right
                                 
          1,667                            October 1, 1998
          3,334                            October 1, 1999
          5,000                            October 1, 2000
          
          (b)  The Optionee's right to exercise the Option on any
     date  shall  be limited to the excess, if any,  of  (i)  the
     total  number of shares of Stock to which his exercise right
     has accrued on such date, over (ii) the number of shares  of
     Stock for which the Option has been exercised.



          (c)   The Optionee may exercise the Option at any  time
     upon  the  delivery  of proper notice  to  the  Company  and
     compliance with the terms and conditions hereof.  Subject to
     that  limitation  and the limitations described  in  Section
     3(e)  below,  the Optionee may exercise the  Option  to  the
     extent  his exercise right has accrued in whole at any  time
     or  in  part from time to time, provided that the number  of
     shares of Stock purchased at any time shall not be less than
     the  smaller  of  (i)  One Thousand Two  Hundred  and  Fifty
     (1,250)  shares or (ii) the number of shares  to  which  his
     exercise right has accrued at that time.
          
          (d)   This Option may not be exercised if, in the  sole
     judgment  of the Company, the issuance of shares  of  common
     stock  of the Company upon such exercise would constitute  a
     violation  of any applicable Federal or State securities  or
     other law, rule, order or regulation.

          (e)   Except as provided in Sections 4 and  5  of  this
     Agreement,  no  right  to exercise the Option  shall  accrue
     after  the date the Optionee ceases to be a director of  the
     Company for any reason.

          (f)   The Optionee shall have no right whatsoever as  a
     shareholder with respect to any shares of Stock  subject  to
     this  Option  until  such  shares  are  issued  to  him   in
     accordance with this Agreement.

     4.   Life of Option.  The Option shall expire when exercised
in  full;  provided, however, and subject to Section  5  of  this
Agreement,  the  Option  (to the extent  not  exercised  and  not
exercisable)  also shall expire immediately and automatically  on
10/30/2007   (such  date  being  a  date  preceding   the   tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the   exercise  period  for  up  to  an  additional  thirty  (30)
consecutive days following such date (but not beyond the date  of
automatic expiration).

     5.    Death or Disability.  If the Optionee ceases to  be  a
director  of  the  Company because he dies  or  becomes  disabled
(within the meaning of Section 22(e)(3) of the Code), the  period
of  thirty (30) consecutive days described in Section 4  of  this
Agreement  shall automatically be replaced by a period of  twelve
(12)  consecutive months for purposes of determining the date  of
expiration  of  the  Option under Section 4, and  the  Optionee's
right  to exercise the Option shall automatically accrue in  full
under Section 3 of this Agreement in such event.

     6.    Method  of  Exercise of Option.  The  Option  (to  the
extent  exercisable  under the terms of this  Agreement)  may  be
exercised  in  whole  or in part by the Optionee  by  giving  the
Company  written notice, at its principal offices in  Manchester,
New  Hampshire, of the exercise of such Option and by  paying  to
the  Company the Option Price before the date the Option expires.
Such payment shall be made either in:

     (a)   cash,  cashier's  check, or  other  readily  available
funds; or

     (b)   transfer of shares of the Common Stock of the  Company
     owned  by the Optionee; provided that, the number of  shares
     of  Common  Stock  representing the Option  Price  shall  be
     valued at the closing price of the Common Stock, as reported
     on  the NASDAQ National Market System, on the date preceding
     the date of exercise of the Option.



     7.   Adjustment of Shares. In the event of any change in the
number  of issued and outstanding shares of Common Stock  of  the
Corporation  which  results  from a stock  split,  reverse  stock
split, the payment of a stock dividend or any other change in the
capital   structure  of  the  Corporation,  such  as  a   merger,
consolidation,  reorganization or recapitalization,  the  Company
shall  appropriately adjust the number of shares subject to  this
Option  and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the  same number of shares he would have received had he been the
holder  of  all shares subject to this Option immediately  before
the  effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
     

     8.    Nontransferability.  The Option is not transferable by
the  Optionee  other  than  by  testamentary  devise  or  by  the
applicable laws of descent and distribution, and the Option shall
be  exercisable  during  the  Optionee's  lifetime  only  by  the
Optionee.   Notwithstanding the foregoing,  this  Option  may  be
transferred to and may thereafter be exercised by members of  the
Optionee's immediate family, or a trust for the benefit  of  only
the  Optionee and/or members of the Optionee's immediate  family;
but any such permitted transfer shall not prevent termination  of
the  Option following Optionee's ceasing to be a director of  the
Company  as  provided in section 3 above; and this  Option  shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the   Optionee's  immediate  family  becomes  a  member  of  such
partnership  or  a beneficiary of such trust.  As  used  in  this
Agreement,  the  Optionee's immediate family  includes  only  the
Optionee's  spouse, parents or other ancestors, and children  and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).

     9.    Availability of Shares.  The Company (a) shall at  all
times  during the life of this Option keep available such  number
of  shares  of  Stock  as  will  be  sufficient  to  satisfy  the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of  Stock  to  the Optionee pursuant to this Agreement,  and  (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.

     10.   Binding Effect.  This Agreement shall be binding  upon
the   Company  and  the  Optionee  and  their  respective  heirs,
executors, administrators and successors.
     
     
         
     IN WITNESS WHEREOF, the Company and the Optionee have caused
this  Agreement to be executed and sealed as of the day and  year
first above written.


ATTEST:                       WPI GROUP, INC.


                              By: /s/ Xxxxxx X. Xxxxxx
                                  --------------------
                                  Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
     (CORPORATE SEAL)


                              /s/ Xxxxxxx X. Xxxxxxxxx
                              ------------------------
                              Xxxxxxx X. Xxxxxxxxx, Optionee