0001013762-07-002051 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 2nd, 2007 • WPCS International Inc • Communications services, nec • New Jersey

GOMES AND GOMES, INC. dba EMPIRE ELECTRIC, a corporation formed pursuant to the laws of the State of California and having an office for business located at 4801 Seaport Blvd., West Sacramento, CA 95691 ("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 GOMES AND GOMES, INC. dba EMPIRE ELECTRIC AND HAROLD L. GOMES AND JUDY L. GOMES Dated November 1, 2007
Stock Purchase Agreement • November 2nd, 2007 • WPCS International Inc • Communications services, nec • California

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

ESCROW AGREEMENT
Escrow Agreement • November 2nd, 2007 • WPCS International Inc • Communications services, nec • New York

This Agreement is made as of the 1st day of November, 2007, by and among Harold L. Gomes, and Judy L. Gomes, each a shareholder (the “Shareholders”) of Gomes and Gomes, Inc. dba Empire Electric a corporation organized and existing under the laws of the State of California, with its principal offices located at 4801 Seaport Blvd., West Sacramento, CA 95691 ("EEI"), 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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