ex102.htm


    Exhibit
      10.2

    ESCROW
      AGREEMENT

    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").

    RECITALS

    The
      Shareholders, EEI and WPCS are parties to that certain Stock Purchase Agreement,
      dated as of November 1, 2007 (the "Purchase Agreement").  WPCS and the
      Shareholders wish to provide for the escrow of certain monies pursuant to the
      Purchase Agreement, and desire that the Escrow Agent hold such monies in
      connection therewith pursuant to the provisions of this Agreement, and the
      Escrow Agent is willing to hold such cash pursuant to the provisions of this
      Agreement.  All capitalized terms contained herein and not otherwise
      defined shall have the meaning ascribed to them in the Purchase
      Agreement.  In consideration of the premises and mutual covenants,
      agreements, representations and warranties contained herein, the parties hereby
      agree as follows:

     

    
      	
            	
              1.

            	
              WPCS
                and Shareholders hereby appoint the Escrow Agent to hold $175,000
                in cash
                (the "Escrowed Funds"), in a trust account, and the Escrow Agent
                accepts
                such appointment, subject to the terms and conditions
                hereof.  WPCS has, prior to the execution of this Escrow
                Agreement, delivered by way of wire transfer to the Escrow Agent
                the
                Escrowed Funds and hereby irrevocably instructs the Escrow Agent
                to deal
                with the Escrowed Funds on and subject to the terms hereof.  In
                executing this Escrow Agreement the Escrow Agent acknowledges receipt
                of
                the Escrowed Funds and the instructions contained
                herein.

            


    

      

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	                    2.	
              (a)

            	
              The
                Escrow Agent shall retain the Escrowed Funds until the NTAV of the
                Company
                as of the Closing Date shall be
                determined.

            


    

     

    
      	
            	
              (b)

            	
              In
                the event the NTAV as of the Closing Date shall be less than $1,100,000,
                the Cash Purchase Price shall be reduced by the amount of the shortfall
                and such amount shall be delivered to WPCS.  In the event the
                NTAV as of the Closing Date shall be greater than $1,100,000, the
                Closing
                Payment shall be increased by the amount of the excess and such amount
                shall be delivered to the Shareholders, pro rata, based upon their
                ownership of Shares.  The NTAV shall be determined in accordance
                with the terms and conditions of Section 2.3(a) of the Purchase
                Agreement.  The Escrow Agent shall only deliver the Escrowed
                Funds upon (i) written notification signed by each of the Shareholders
                and
                WPCS of final determination of the NTAV, or (ii) delivery to the
                Escrow
                Agent of a written arbitration award with respect to the determination
                of
                the NTAV.

            


    

     

    
      	
            	
              (c)

            	
              The
                balance of any amount remaining after the delivery of payments required
                pursuant to section 2(b) above (the “Escrow Payment”) shall be delivered
                to the Shareholders, pro rata, based upon their ownership of Shares,
                within three (3) business days of the date of the escrow payments
                required
                by section 2(b) above.

            


    

    


    
      	
            	
              3.

            	
              The
                Escrow Agent shall, from time to time, deliver all or some of the
                Escrowed
                Funds to WPCS or the Shareholders in accordance with such written
                instructions, jointly executed by WPCS and the Shareholders, as the
                Escrow
                Agent may receive.

            


    

     

    
      	
            	
              4.

            	
              The
                Escrow Agent shall not be under any duty to give the Escrowed Funds
                any
                greater degree of care than it gives its own similar property, and
                it
                shall have no liability hereunder, except for the willful breach
                of its
                duties hereunder.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              5.

            	
              The
                Escrow Agent shall have no duties or responsibilities except those
                expressly set forth herein, and no implied duties or obligations
                should be
                read into this Escrow Agreement against the Escrow Agent.  The
                Escrow Agent need not refer to, and will not be bound by, the provisions
                of any other agreement, except for definitions of terms contained
                in the
                Purchase Agreement.

            


    

     

    
      	
            	
              6.

            	
              The
                Escrow Agent may consult with counsel and shall be fully protected
                with
                respect to any action taken or omitted by it in good faith on advice
                of
                counsel.

            


    

     

    
      	
            	
              7.

            	
              The
                Escrow Agent makes no representation as to the validity, value,
                genuineness or the collectibility of any security or other document
                or
                instrument held by or delivered to
                it.

            


    

     

    
      	
            	
              8.

            	
              The
                Escrow Agent will receive no compensation for its services
                hereunder.

            


    

     

    
      	
            	
              9.

            	
              In
                the event that the Escrow Agent shall be uncertain as to its duties
                or
                rights hereunder, or shall receive instructions from WPCS and the
                Shareholders or both of them, with respect to the Escrowed Funds,
                which,
                in its opinion, are in conflict with any of the provisions hereof
                (i) it
                shall be entitled to refrain from taking any action, and in doing
                so shall
                not become liable in any way or to any person for its failure or
                refusal
                to comply with such conflicting demands, and it shall be entitled
                to
                continue so to refrain from acting and so refuse to act until it
                shall be
                directed otherwise, in writing, jointly by WPCS and the Shareholders
                or
                until it shall receive a final determination of a court of law,
                arbitration panel, or similar adjudicative body, or (ii) it may commence
                as interpleader action in any court of competent jurisdiction to
                seek an
                adjudication of the rights of WPCS and the
                Shareholders.

            


    

     

    
      	
            	
              10.

            	
              The
                Escrow Agent may act in reliance upon any notice, instruction,
                certificate, statement, request, consent, confirmation, agreement
                or other
                instrument which it believes to be genuine and to have been signed
                by a
                proper person or persons, and may assume that any of the officers
                of WPCS
                or the Shareholders purporting to act on behalf of WPCS or the
                Shareholders in giving any such notice or other instrument in connection
                with the provisions hereof has been duly authorized to do
                so.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	
              11.1

            	
              In
                the event that the Escrow Agent retains counsel or otherwise incurs
                any
                legal fees by virtue of any provision of this Escrow Agreement, the
                reasonable fees and disbursements of such counsel and any other liability,
                loss or expense which the Escrow Agent may thereafter suffer or incur
                in
                connection with this Escrow Agreement or the performance or attempted
                performance in good faith of its duties hereunder shall be paid (or
                reimbursed to it) by WPCS and the Shareholders, jointly and
                severally.  In the event that the Escrow Agent shall become a
                party to any litigation in connection with its functions as Escrow
                Agent
                pursuant to this Escrow Agreement, whether such litigation shall
                be
                brought by or against it, the reasonable fees and disbursements of
                counsel
                to the Escrow Agent including the amounts attributable to services
                rendered by members or associates of Escrow Agent at the then prevailing
                hourly rate charged by them and disbursements incurred by them, together
                with any other liability, loss or expense which it may suffer or
                incur in
                connection therewith, shall be paid (or reimbursed to it) by WPCS
                and the
                Shareholders, jointly and severally, unless such loss, liability
                or
                expense is due to the willful breach by the Escrow Agent of its duties
                hereunder.

            


    

     

    
      	
            	
              11.2

            	
              WPCS
                and the Shareholders jointly and severally hereby unconditionally
                agree to
                indemnify the Escrow Agent and hold it harmless from and against
                any and
                all taxes (including federal, state and local taxes of any kind and
                other
                governmental charges), expenses, damages, actions, suits or other
                charges
                incurred by or brought or assessed against it for (i) anything done
                or
                omitted by it in the performance of its duties hereunder, or (ii)
                on
                account of acting in its capacity as an Escrow Agent or stakeholder
                hereunder, except as a result of its willful breach of its duties
                under
                this Escrow Agreement.

            


    

     

    
      	
            	
              11.3

            	
              All
                expenses incurred by the Escrow Agent in connection with the performance
                of its duties hereunder shall be paid (or reimbursed to it) by WPCS
                and
                the Shareholders, jointly and
                severally.

            


    

     

    
      	
            	
              11.4

            	
              The
                agreements contained in this section 11 shall survive any termination
                of
                the duties of the Escrow Agent
                hereunder.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              12.

            	
              The
                terms and provisions of this Escrow Agreement may not be waived,
                discharged or terminated orally, but only by an instrument in writing
                signed by the person or persons against whom enforcement of the discharge,
                waiver or termination is sought.

            


    

     

    
      	
            	
              13.

            	
              The
                Escrow Agent shall not be bound by any modification of the provisions
                of
                this Escrow Agreement, unless such modification is in writing and
                signed
                by WPCS and the Shareholders, and, with respect to any modification
                in
                Escrow Agent's duties or its rights of indemnification hereunder,
                it shall
                have given their prior written consent
                thereto.

            


    

     

    
      	
            	
              14.

            	
              WPCS
                and the Shareholders shall, from time to time, execute such documents
                and
                perform such acts as the Escrow Agent may reasonably request and
                as may be
                necessary to enable the Escrow Agent to perform its duties hereunder
                or
                effectuate the transactions contemplated by this Escrow
                Agreement.

            


    

     

    
      	
            	
              15.

            	
              WPCS
                and the Shareholders hereby acknowledge that the acts of the Escrow
                Agent
                are purely ministerial and do not represent a conflict of interest
                for the
                Escrow Agent to act, or continue to act, as counsel for any party
                to this
                Agreement with respect to any litigation or other matters arising
                out of
                this Agreement or otherwise.

            


    

     

    
      	
            	
              16.

            	
              The
                Escrow Agent may resign at any time upon ten (10) days' written notice
                to
                WPCS and the Shareholders.  In the event of the Escrow Agent's
                resignation, its only duty thereafter shall be to hold and dispose
                of the
                Escrowed Funds in accordance with the provisions of this Agreement
                until a
                successor Escrow Agent shall be appointed and written notice of the
                name
                and address of such successor Escrow Agent shall be given to the
                resigning
                Escrow Agent by the other parties hereto, whereupon the resigning
                Escrow
                Agent's only duty shall be to deliver the Escrowed Funds to the successor
                Escrow Agent.

            


    

     

    
      	
            	
              17.

            	
              The
                rights created by this Agreement shall inure to the benefit of, and
                the
                obligations created hereby shall be binding upon, the heirs, successors,
                assigns and personal representatives of the Escrow Agent, WPCS and
                the
                Shareholders.

            


    

     

    
      	
            	
              18.

            	
              Each
                notice, demand, request, approval or communication ("Notice") which
                is or
                may be required to be given by any party to any other party in connection
                with this Agreement and the transactions contemplated hereby, shall
                be in
                writing, and given by personal delivery, certified mail, return receipt
                requested, prepaid, or by overnight express mail delivery and properly
                addressed to the party to be served at such address as set forth
                above.

            


    

     

    Notices
      shall be effective on the date delivered personally, the next day if delivered
      by overnight express mail or three days after the date mailed by certified
      mail.

     

    
      	
            	
              19.

            	
              This
                Escrow Agreement shall be governed by, and its provisions construed
                in
                accordance with the laws of the State of New
                York.

            


    

    


    


    


    [Intentionally
      blank]

     

     

     

    
 

    
       

      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the parties hereto have caused this Escrow Agreement to be duly executed as
      of
      the day and year first above written.

     

    
      	 	
              WPCS
                INTERNATIONAL

              INCORPORATED

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ ANDREW
              HIDALGO	 
	 	 	Andrew
              Hidalgo	 
	 	 	Chief
              Executive Officer	 
	 	 	 	 


      	 	GOMES
              AND GOMES
              , INC.
              dba
                EMPIRE ELECTRIC

            	 
	 	 	
               

            	 
	
               

            	
              By:
                

            	/s/ HAROLD
              L. GOMES	 
	 	 	Harold
              L. Gomes	 
	 	 	President	 
	 	 	 	 


      	 	SHAREHOLDERS:	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ HAROLD
              L. GOMES	 
	 	 	Harold
              L. Gomes	 
	 	 	 	 


      	 	 	 	 
	 	
              By:
                

            	/s/ JUDY
              L. GOMES	 
	 	 	Judy
              L. Gomes	 
	 	 	 	 
	 	 	 	 


    

     

     

    ESCROW
      AGENT:

    SICHENZIA
      ROSS FRIEDMAN FERENCE LLP

    


    /s/
      THOMAS A. ROSE 

    
      

    

    Thomas
      A.
      Rose,

     Partner

     

    
 6