EXHIBIT 10.54 SECOND AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT Reference is made to that certain Agreement dated February 23, 1994 and amended as of October 18, 1995 (as so amended, the "Agreement"), between the undersigned, Albert A. Notini,...

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EXHIBIT 10.54

SECOND AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT


      Reference is made to that certain Agreement dated February 23, 1994 and
amended as of October 18, 1995 (as so amended, the "Agreement"), between the
undersigned, Xxxxxx X. Xxxxxx, as "Executive" and Wang Laboratories, Inc. as the
"Company."

      Based on good and valid consideration, the receipt and sufficiency of
which is hereby acknowledged, and with the intent to be bound hereby, the
parties agree that:

(1)   The second sentence of Section 2 of the Agreement is hereby amended to
      insert in subpart (ii) of such sentence:

      (a)   immediately after the words "any option to acquire shares of the
            Company's Common Stock" and immediately before the word "awarded"
            the following: "(other than the Non-Qualified Long-Term Incentive
            granted March 26, 1997) or any restricted shares of the Company's
            Common Stock";

      (b)   immediately after the word "option" and before the word "or," the
            following: ", or restricted shares"; and

      (c)   immediately after the words "fully exercisable" and before the words
            "upon the occurrence," the following:  "or all restrictions thereon
            shall terminate, as the case may be,".

(2)   The following sentence shall be added as the third and last sentence in
      Section 2 of the Agreement:

            "Notwithstanding the immediately preceding sentence of this Section
            2, in the event of a Change of Control occurring prior to March 27,
            1998, the restrictions shall terminate on only seven thousand five
            hundred (7,500) restricted shares of the Company's common stock
            granted to the Executive pursuant to that certain Restricted Stock
            Agreement, dated as of March 26, 1997, upon the occurrence such
            Change of Control."

(3)   The reference to "January 18, 1994" to the first sentence of the October
      18, 1995 Amendment to the Agreement is hereby deleted and "February 23,
      1994" is substituted.

The parties hereby ratify the Agreement as amended hereby without further
changes. This Second Amendment to the Agreement is executed as a document under
seal this 27th day of March 1997.


                                 WANG LABORATORIES, INC.

                                 By: /s/ Xxxxxx X. Xxxxx
                                     -------------------------------------
                                     Xxxxxx X. Xxxxx
                                     Chairman of the Board and
                                     Chief Executive Officer


AGREED:

By: /s/ Xxxxxx X. Xxxxxx
    --------------------------
    Xxxxxx X. Xxxxxx