Exhibit 10.24

                        BILL OF SALE AND
                      ASSUMPTION AGREEMENT


     KNOW ALL MEN BY THESE PRESENTS, that WPI Termiflex, Inc., a
New Hampshire corporation ("Seller"), does hereby sell, convey,
transfer, assign and set over unto Warner Power, LLC, a New
Hampshire limited liability company ("Buyer"), all of Seller's
right, title and interest in and to all tangible personal
property, physical assets, equipment and tooling set forth on the
attached Equipment List, all intellectual property, domain names,
patents, tradenames, trademarks and telephone and fax numbers set
forth on the attached Intellectual Property List, and all
customer lists and documentation, including business records in
storage, used or useful in the Seller's handheld terminals
business (collectively, the "Assets").  The Assets are conveyed
AS IS and WHERE IS.

     In addition, the Seller assigns and the Buyer hereby assumes
all liabilities for, in connection with, or arising under, any
product warranty claims related to the Termiflex product line.

     TO HAVE AND TO HOLD the foregoing assets and liabilities
unto the Buyer, its successors and assigns, forever.

     Seller warrants and represents to Buyer that the Assets
hereby sold, conveyed and assigned are being sold, conveyed and
assigned free and clear of all mortgages, liens, charges, claims,
pledges, security interests and encumbrances.

     SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE THAT MAY BE
IMPLIED BY APPLICABLE STATE LAW EXCEPT THOSE REPRESENTATIONS AND
WARRANTIES MADE HEREIN.


     IN WITNESS WHEREOF, the undersigned have hereunto executed
this Bill of Sale and Assumption Agreement as of this 8th day of
June, 2000.

                              SELLER:

Witness                       WPI Termiflex, Inc.


/s/ Joseph A. Dibrigida, Jr.  By: /s/ John W. Powers
- ----------------------------      ------------------
                                  Name: John W. Powers
                                  Title: Vice President, CFO

                              BUYER:

Witness                       Warner Power, LLC


/s/ John M. Sullivan          By: /s/ Dennis M. Deegan
- --------------------              --------------------
                                  Name: Dennis M. Deegan
                                  Title:   CEO