0001013762-07-001414 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 7th, 2007 • WPCS International Inc • Communications services, nec • Texas

MAX ENGINEERING LLC, a company formed pursuant to the laws of the State of Texas and having an office for business located at 9000 SW Freeway, Suite 410, Houston, TX 77074 ("Employer") and wholly owned subsidiary of WPCS INTERNATIONAL INCORPORATED, a corporation formed pursuant to the laws of the State of Delaware (“Parent”);

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STOCK PURCHASE AGREEMENT AMONG WPCS INTERNATIONAL INCORPORATED MAJOR ELECTRIC, INC. AND FRANK MAUGER JAMES JORDAN AND TODD KAHL Dated August 1, 2007
Stock Purchase Agreement • August 7th, 2007 • WPCS International Inc • Communications services, nec • Washington

THIS STOCK PURCHASE AGREEMENT is made as of August 1, 2007 (the “Agreement”), among WPCS International Incorporated, a corporation existing under the laws of Delaware (the “Purchaser”), Major Electric, Inc., a Washington corporation (the “Company”), and the shareholders of the Company listed on the signature pages hereof (collectively the “Sellers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 7th, 2007 • WPCS International Inc • Communications services, nec • Pennsylvania

THIS REGISTRATION RIGHTS AGREEMENT, is by and between WPCS International Incorporated, a Delaware corporation (the "Company"), Hak-Fong Ma and Robert Winterhalter (individually a "Holder" and collectively the "Holders").

MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG WPCS INTERNATIONAL INCORPORATED MAX ENGINEERING LLC AND HAK-FONG MA AND ROBERT WINTERHALTER Dated August 2, 2007
Membership Interest Purchase Agreement • August 7th, 2007 • WPCS International Inc • Communications services, nec • Pennsylvania

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT is made as of August 2, 2007 (the “Agreement”), among WPCS International Incorporated, a corporation existing under the laws of Delaware (the “Purchaser”), Max Engineering LLC, a Texas limited liability company (the “Company”), and the members of the Company listed on the signature pages hereof (collectively the “Sellers”).

ESCROW AGREEMENT
Escrow Agreement • August 7th, 2007 • WPCS International Inc • Communications services, nec • New York

This Agreement is made as of the 1st day of August, 2007, by and among Frank Mauger, James Jordan and Todd Kahl, each a shareholder (the “Shareholders”) of Major Electric, Inc., a corporation organized and existing under the laws of the State of Washington, with its principal offices located at 18538 142nd Avenue NE, Woodinville, Washington 98072 ("MEI"), WPCS International Incorporated, a corporation organized and existing under the laws of the State of Delaware, with its principal offices at One East Uwchlan Avenue, Suite 301, Exton, Pennsylvania 19341 ("WPCS"), and Sichenzia Ross Friedman Ference LLP, a New York limited liability partnership having offices at 61 Broadway, New York, New York 10006 (the "Escrow Agent").

EMPLOYMENT AGREEMENT
Employment Agreement • August 7th, 2007 • WPCS International Inc • Communications services, nec • Washington

MAJOR ELECTRIC, INC., a corporation formed pursuant to the laws of the State of Washington and having an office for business located at 18538 142nd Avenue NE, Woodinville, Washington 98072 ("Employer") and wholly owned subsidiary of WPCS INTERNATIONAL INCORPORATED, a corporation formed pursuant to the laws of the State of Delaware (“Parent”);

ESCROW AGREEMENT
Escrow Agreement • August 7th, 2007 • WPCS International Inc • Communications services, nec • New York

This Agreement is made as of the 2nd day of August, 2007, by and among Hak-Fong Ma and Robert Winterhalter, each a member (the “Members”) of Max Engineering LLC, a company organized and existing under the laws of the State of Texas, with its principal offices located at 9000 SW Freeway, Suite 410, Houston, TX 77074 ("Max"), WPCS International Incorporated, a corporation organized and existing under the laws of the State of Delaware, with its principal offices at One East Uwchlan Avenue, Suite 301, Exton Pennsylvania 19341 ("WPCS"), and Sichenzia Ross Friedman Ference LLP, a New York limited liability partnership having offices at 61 Broadway, New York, New York 10006 (the "Escrow Agent").

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