0001013762-07-000524 Sample Contracts

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

VOACOLO ELECTRIC INCORPORATED, a corporation formed pursuant to the laws of the State of New Jersey and having an office for business located at 65 Patterson Avenue, Trenton NJ 08610 ("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 VOACOLO ELECTRIC INCORPORATED AND JEFFREY VOACOLO DAVID VOACOLO JOSEPH VOACOLO And TRACY HOSSLER Dated March 30, 2007
Stock Purchase Agreement • April 2nd, 2007 • WPCS International Inc • Communications services, nec • New Jersey

THIS STOCK PURCHASE AGREEMENT is made as of March 30, 2007 (the “Agreement”), among WPCS International Incorporated, a corporation existing under the laws of Delaware (the “Purchaser”), Voacolo Electric Incorporated, a New Jersey corporation (the “Company”), and the shareholders of the Company listed on the signature pages hereof (collectively the “Sellers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 2nd, 2007 • 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 Jeffrey Voacolo, David Voacolo, Joseph Voacolo and Tracy Hossler (individually a "Holder" and collectively the "Holders").

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

This Agreement is made as of the 30th day of March, 2007, by and among Jeffrey Voacolo, David Voacolo, Joseph Voacolo and Tracy Hossler, each a shareholder (collectively, the “Shareholders”) of Voacolo Electric Incorporated, Inc., a corporation organized and existing under the laws of the State of New Jersey, with its principal offices located at 65 Patterson Avenue, Trenton, NJ 08610 ("Voacolo"), 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 1065 Avenue of the Americas, New York, New York 10018 (the "Escrow Agent").

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