0001013762-06-001477 Sample Contracts

STOCK PURCHASE AGREEMENT AMONG WPCS INTERNATIONAL INCORPORATED SOUTHEASTERN COMMUNICATION SERVICE, INC. AND ITS SHAREHOLDERS Dated as of July 19, 2006
Stock Purchase Agreement • July 20th, 2006 • WPCS International Inc • Communications services, nec • Pennsylvania

STOCK PURCHASE AGREEMENT, dated as of July 19, 2006 (the “Agreement”), among WPCS International Incorporated, a corporation existing under the laws of Delaware (the “Purchaser”), Southeastern Communication Service, Inc., a Florida corporation (the “Company”), and the shareholders of the Company listed on the signature pages hereof (collectively the “Sellers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 20th, 2006 • WPCS International Inc • Communications services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT, is by and between WPCS International Incorporated, a Delaware corporation (the "Company"), and Daniel G. Lester, Christopher P. Lester, Michael D. Lester, Thomas A. Lester, Karl F. Eickemeyer and Anthony Ankersmit (individually a "Holder" and collectively the "Holders").

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