Unassociated Document


    Exhibit
      10.2

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    


    THIS
      REGISTRATION RIGHTS AGREEMENT, is
      by and between WPCS International Incorporated, a Delaware corporation (the
      "Company"), Frank Mauger, James Jordan and Todd Kahl (individually a "Holder"
      and collectively the "Holders").

    


    WHEREAS,
      pursuant to a Stock Purchase
      Agreement between the Company, Major Electric, Inc., a Washington corporation,
      and the Holders, dated as of the date hereof (the “Acquisition Agreement”), (i)
      the Company issued to the Holders an aggregate of 80,000 shares of common stock,
      $.0001 par value of the Company and (ii) after the Closing thereunder the
      Company may issue to the Holders additional shares of common stock, $.0001
      par
      value of the Company (the shares of stock issued under (i) and (ii) are
      collectively, the “Common Stock”); and

    


    WHEREAS,
      pursuant to the terms of and
      in order to induce the Holders to enter into the Acquisition Agreement, the
      Company and the Holders have agreed to enter into this Agreement;

    


    NOW,
      THEREFORE, in consideration of the
      premises and the mutual covenants contained herein, the Company and the Holders
      hereby agree as follows:

    


    1.           Mandatory
      Registration.  The Company shall file a registration statement
      with the Securities and Exchange Commission (the “SEC”) which seeks to register
      the shares of Common Stock issuable to the Holders upon consummation of the
      Acquisition Agreement (the "Registerable Securities") under the Securities
      Act
      of 1933 (the “1933 Act”), no later than forty-five (45) days after the date of
      receipt of written demand of the Holders.  The Company will use its
      best efforts to cause such registration statement to be declared effective
      by
      the SEC within one hundred twenty (120) days after the initial filing with
      the
      SEC.  In the event the Company intends to file a registration
      statement under the 1933 Act (other than on Form S-4, S-8 or other inapplicable
      form), the Company shall provide written notice to the Holders of such
      intent.  The Holders shall have a period of five (5) business days to
      notify the Company in writing if the Holders wish to have their Registerable
      Securities included in such registration statement, in which case the
      Registerable Securities shall be included.

    


    2.           Cooperation
      with Company.  The Holders will cooperate with the Company in all
      respects in connection with this Agreement, including, timely supplying all
      information reasonably requested by the Company and executing and returning
      all
      documents reasonably requested in connection with the registration and sale
      of
      the Registerable Securities, at no expense to the Holders.

    


    3.           Registration
      Procedures.  If and whenever the Company is required by any of the
      provisions of this Agreement to use its best efforts to effect the registration
      of any of the Registerable Securities under the 1933 Act, the Company shall
      (except as otherwise provided in this Agreement), as expeditiously as
      possible:

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    a.           prepare
      and file with the SEC a registration statement and shall use its best efforts
      to
      cause such registration statement to become effective and remain effective
      until
      all the Registerable Securities are sold or become capable of being publicly
      sold without registration under the 1933 Act;

    


    b.           prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection therewith as may be necessary
      to
      keep such registration statement effective and to comply with the provisions
      of
      the 1933 Act with respect to the sale or other disposition of all securities
      covered by such registration statement whenever the Holder or Holders of such
      securities shall desire to sell or otherwise dispose of the same (including
      prospectus supplements with respect to the sales of securities from time to
      time
      in connection with a registration statement pursuant to Rule 415 of the
      SEC);

    


    c.           furnish
      to each Holder such numbers of copies of a summary prospectus or other
      prospectus, including a preliminary prospectus or any amendment or supplement
      to
      any prospectus, in conformity with the requirements of the 1933 Act, and such
      other documents, as such Holder may reasonably request in order to facilitate
      the public sale or other disposition of the securities owned by such
      Holder;

    


    d.           use
      its best efforts to register and qualify the securities covered by such
      registration statement under such other securities or blue sky laws of such
      jurisdictions as each Holder shall reasonably request, and do any and all other
      acts and things which may be necessary or advisable to enable such Holder to
      consummate the public sale or other disposition in such jurisdiction of the
      securities owned by such Holder, except that the Company shall not for any
      such
      purpose be required to qualify to do business as a foreign corporation in any
      jurisdiction wherein it is not so qualified or to file therein any general
      consent to service of process;

    


    e.           use
      its best efforts to list such securities on any securities exchange on which
      any
      securities of the Company is then listed, if the listing of such securities
      is
      then permitted under the rules of such exchange;

    


    f.           enter
      into and perform its obligations under an underwriting agreement, if the
      offering is an underwritten offering, in usual and customary form, with the
      managing underwriter or underwriters of such underwritten offering;

    


    g.           notify
      each Holder of Registerable Securities covered by such registration statement,
      at any time when a prospectus relating thereto covered by such registration
      statement is required to be delivered under the 1933 Act, of the happening
      of
      any event of which it has knowledge as a result of which the prospectus included
      in such registration statement, as then in effect, includes an untrue statement
      of a material fact or omits to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading in the light
      of the circumstances then existing; and

     

    
      
         

      

      
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    h.           furnish,
      at the request of any Holder on the date such Registerable Securities are
      delivered to the underwriters for sale pursuant to such registration or, if
      such
      Registerable Securities are not being sold through underwriters, on the date
      the
      registration statement with respect to such Registerable Securities becomes
      effective, (i) an opinion, dated such date, of the counsel representing the
      Company for the purpose of such registration, addressed to the underwriters,
      if
      any, and to the Holder making such request, covering such legal matters with
      respect to the registration in respect of which such opinion is being given
      as
      the Holder of such Registerable Securities may reasonably request and are
      customarily included in such an opinion and (ii) letters, dated, respectively,
      (1) the effective date of the registration statement and (2) the date such
      Registerable Securities are delivered to the underwriters, if any, for sale
      pursuant to such registration from a firm of independent certified public
      accountants of recognized standing reasonably selected by the Company, addressed
      to the underwriters, if any, and to the Holder making such request, covering
      such financial, statistical and accounting matters with respect to the
      registration in respect of which such letters are being given as the Holder
      of
      such Registerable Securities may reasonably request and are customarily included
      in such letters.

    


    4.           Expenses.  All
      expenses incurred in any registration of the Holders' Registerable Securities
      under this Agreement shall be paid by the Company, including, without
      limitation, printing expenses, fees and disbursements of counsel for the
      Company, expenses of any audits to which the Company shall agree or which shall
      be necessary to comply with governmental requirements in connection with any
      such registration, all registration and filing fees for the Holders'
      Registerable Securities under federal and State securities laws, and expenses
      of
      complying with the securities or blue sky laws of any jurisdictions pursuant
      to
      Section 3(d); provided, however, the Company shall not be liable for (a) any
      discounts or commissions to any underwriter; (b) any stock transfer taxes
      incurred with respect to Registerable Securities sold in the offering or (c)
      the
      fees and expenses of counsel for any Holder, provided that the Company will
      pay
      the costs and expenses of Company counsel when the Company's counsel is
      representing any or all selling security holders.

    


    5.           Indemnification.  In
      the event any Registerable Securities are included in a registration statement
      pursuant to this Agreement:

    


    a.           Company
      Indemnity.  Without limitation of any other indemnity provided to
      any Holder, to the extent permitted by law, the Company shall indemnify and
      hold
      harmless each Holder, the beneficiaries, heirs, successors and assigns of each
      Holder, any underwriter (as defined in the 1933 Act) for such Holder, and each
      person, if any, who controls such Holder or underwriter (within the meaning
      of
      the 1933 Act or the Securities Exchange Act of 1934 (the "Exchange Act")),
      against any losses, claims, damages or liabilities (joint or several) to which
      they may become subject under the 1933 Act, the Exchange Act or other federal
      or
      state law, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any of the following statements,
      omissions or violations (collectively a "Violation"):  (i) any alleged
      untrue statement of a material fact contained in such registration statement
      including any preliminary prospectus or final prospectus contained therein
      or
      any amendments or

    supplements
      thereto, (ii) the alleged omission to state therein a material fact required
      to
      be stated therein, or necessary to make the statements therein not misleading,
      or (iii) any violation or alleged violation by the Company of the 1933 Act,
      the
      Exchange Act, or any state securities law or any rule or regulation promulgated
      under the 1933 Act, the Exchange Act or any state securities law, and the
      Company shall reimburse each such Holder, beneficiary, heir, successor, or
      assign, underwriter or controlling person for any legal or other expenses
      incurred by them in connection with investigating or defending any such loss,
      claim, damage, liability or action; provided, however, that the Company shall
      not be liable to any Holder in any such case for any such loss, claim, damage,
      liability or action to the extent that it arises out of or is based upon a
      Violation which occurs in reliance upon and in conformity with written
      information furnished expressly for use in connection with such registration
      by
      any such Holder or any other officer, director or controlling person
      thereof.

    


    
      
         

      

      
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    b.           Holder
      Indemnity.  Each Holder (severally and not jointly) shall
      indemnify and hold harmless the Company, its affiliates, its counsel, officers,
      directors and representatives, any underwriter (as defined in the 1933 Act)
      and
      each person, if any, who controls the Company or the underwriter (within the
      meaning of the 1933 Act or the Exchange Act), against any losses, claims,
      damages or liabilities (joint or several) to which they may become subject
      under
      the 1933 Act, the Exchange Act or any state securities law, and the Company
      shall reimburse each such Holder, affiliate, officer or director or partner,
      underwriter or controlling person for any legal or other expenses incurred
      by
      them in connection with investigating or defending any loss, claim, damage,
      liability or action; insofar as such losses, claims, damages or liabilities
      (or
      actions and respect thereof) arise out of or are based upon any statements
      or
      information provided by such Holder to the Company expressly for use in
      connection with the offer or sale of Registerable Securities.

    


    c.           Notice;
      Right to Defend.  Promptly after receipt by an indemnified party
      under this Section 5 of notice of the commencement of any action (including
      any
      governmental action), such indemnified party shall, if a claim in respect
      thereof is to be made against any indemnifying party under this Section 5
      deliver to the indemnifying party a written notice of the commencement thereof
      and the indemnifying party shall have the right to participate in and if the
      indemnifying party agrees in writing that it will be responsible for any costs,
      expenses, judgments, damages and losses incurred by the indemnified party with
      respect to such claim, jointly with any other indemnifying party similarly
      noticed, to assume the defense thereof with counsel mutually satisfactory to
      the
      parties; provided, however, that an indemnified party shall have the right
      to
      retain its own counsel, with the fees and expenses to be paid by the
      indemnifying party, if the indemnified party reasonably believes that
      representation of such indemnified party by the counsel retained by the
      indemnifying party would be inappropriate due to actual or potential differing
      interests between such indemnified party and any other party represented by
      such
      counsel in such proceeding.  The failure to deliver written notice to
      the indemnifying party within a reasonable time of the commencement of any
      such
      action shall relieve such indemnifying party of any liability to the indemnified
      party under this Agreement only if and to the extent that such failure is
      prejudicial to its ability to defend such action, and the omission so to deliver
      written notice to the indemnifying party will not relieve it of any liability
      that it may have to any indemnified party

    otherwise
      than under this Agreement.

    


    
      
         

      

      
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    d.           Contribution.  If
      the indemnification provided for in this Agreement is held by a court of
      competent jurisdiction to be unavailable to an indemnified party with respect
      to
      any loss, liability, claim, damage or expense referred to therein, then the
      indemnifying party, in lieu of indemnifying such indemnified party thereunder,
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such loss, liability, claim, damage or expense in such proportion
      as
      is appropriate to reflect the responsibility of the indemnifying party on the
      one hand and the indemnified party on the other hand in connection with the
      statements or omissions which resulted in such loss, liability, claim, damage
      or
      expense as well as any other relevant equitable considerations.  The
      relevant fault of the indemnifying party and the indemnified party shall be
      determined by reference to, among other things, whether the untrue or alleged
      untrue statement of a material fact or the omission to state a material fact
      relates to information supplied by the indemnifying party or by the indemnified
      party and the parties' relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or
      omission.  Notwithstanding the foregoing, the amount any Holder shall
      be obligated to contribute pursuant to this Agreement shall be limited to an
      amount equal to the proceeds to such Holder of the Registerable Securities
      sold
      pursuant to the registration statement which gives rise to such obligation
      to
      contribute (less the aggregate amount of any damages which the Holder has
      otherwise been required to pay in respect of such loss, claim, damage, liability
      or action or any substantially similar loss, claim, damage, liability or action
      arising from the sale of such Registerable Securities).

    


    e.           Survival
      of Indemnity.  The indemnification provided by this Agreement
      shall be a continuing right to indemnification and shall survive the
      registration and sale of any Registerable Securities by any person entitled
      to
      indemnification hereunder and the expiration or termination of this
      Agreement.

    


    6.           Remedies.

    


    a.           Time
      is of Essence.  The Company agrees that time is of the essence of
      each of the covenants contained herein and that, in the event of a dispute
      hereunder, this Agreement is to be interpreted and construed in a manner that
      will enable the Holders to sell their Registerable Securities as quickly as
      possible after such Holders have indicated to the Company that they desire
      their
      Registerable Securities to be registered.  Any delay on the part of
      the Company not expressly permitted under this Agreement, whether material
      or
      not, shall be deemed a material breach of this Agreement.

    


    b.           Remedies
      Upon Default or Delay.  The Company acknowledges the breach of any
      part of this Agreement may cause irreparable harm to a Holder and that monetary
      damages alone may be inadequate.  The Company therefore agrees that
      the Holder shall be entitled to injunctive relief or such other applicable
      remedy as a court of competent jurisdiction may provide.  Nothing
      contained herein will be construed to limit a Holder's right to any remedies
      at
      law, including recovery of damages for breach of any part of this
      Agreement.

    


    
      
         

      

      
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    7.           Notices.

    


    a.           All
      communications under this Agreement shall be in writing and shall be mailed
      by
      first class mail, postage prepaid, or telegraphed or telexed with confirmation
      of receipt or delivered by hand or by overnight delivery service,

    


    b.           If
      to the Company, at:

    


    WPCS
      International
      Incorporated

    One
      East Uwchlan Avenue, Suite
      301

    Exton,
      Pennsylvania 19341

    Attn:  Andrew
      Hidalgo,
      CEO

    


    or
      at such other address as it may
      have furnished in writing to the Holders of Registerable Securities at the
      time
      outstanding, or

    


    c.           if
      to any Holder of any Registerable Securities, to 18538 142nd Avenue
      NE,
      Woodinville, WA 98072, or at such other address as he or she may have furnished
      in writing to the Company at the time outstanding.

    


    d.           Any
      notice so addressed, when mailed by registered or certified mail shall be deemed
      to be given three (3) days after so mailed, when telegraphed or telexed shall
      be
      deemed to be given when transmitted, or when delivered by hand or overnight
      shall be deemed to be given when delivered.

    


    8.           Successors
      and Assigns.  Except as otherwise expressly provided herein, this
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of the Company and each of the Holders.

    


    9.           Amendment
      and Waiver.  This Agreement may be amended, and the observance of
      any term of this Agreement may be waived, but only with the written consent
      of
      the Company and the Holders of securities representing a majority of the
      Registerable Securities; provided, however, that no such amendment or waiver
      shall take away any registration right of any Holder of Registerable Securities
      or reduce the amount of reimbursable costs to any Holder of Registerable
      Securities in connection with any registration hereunder without the consent
      of
      such Holder; further provided, however, that without the consent of any other
      Holder of Registerable Securities, any Holder may from time to time enter into
      one or more agreements amending, modifying or waiving the provisions of this
      Agreement if such action does not adversely affect the rights or interest of
      any
      other Holder of Registerable Securities.  No delay on the part of any
      party in the exercise of any right, power or remedy shall operate as a waiver
      thereof, nor shall any single or partial exercise by any party of any right,
      power or remedy preclude any other or further exercise thereof, or the exercise
      of any other right, power or remedy.

    


    
      
         

      

      
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    10.           Counterparts;
      Attorney’s Fees.  One or more counterparts of this Agreement may
      be signed by the parties, each of which shall be an original but all of which
      together shall constitute one and the same instrument.  The prevailing
      party in any action or proceeding relating to or arising out of this Agreement
      shall recover its reasonable attorney’s fees and other costs from the
      non-prevailing party, in addition to any other relief to which such prevailing
      party is entitled.

    


    11.           Governing
      Law.  This Agreement shall be construed in accordance with and
      governed by the internal laws of the State of New York, without giving effect
      to
      conflicts of law principles.

    


    12.           Invalidity
      of Provisions.  If any provision of this Agreement is or becomes
      invalid, illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions contained herein shall not be
      affected thereby.

    


    13.           Headings.  The
      headings in this Agreement are for convenience of reference only and shall
      not
      be deemed to alter or affect the meaning or interpretation of any provisions
      hereof.

    


    IN
      WITNESS WHEREOF, the undersigned
      have executed or caused to be duly executed this Registration Rights Agreement
      as of the 1st
      day of August, 2007.

    


    WPCS INTERNATIONAL INCORPORATED

     

    
      	 	 	 	 	 
	
              /s/
                ANDREW HIDALGO    

            	 	 	
              /s/
                FRANK MAUGER

            	 
	Andrew
              Hidalgo,                               	 	 	
              Frank
                Mauger

            	 
	
              Chief
                Executive Officer

            	 	 	
               

            	 


    

     

    
      	 	 	 
	 	 	 	 
	
               

            	
               

            	/s/ JAMES
              JORDAN	 
	 	 	James
              Jordan	 
	 	 	 	 
	 	 	 	 


    

    
      
        	 	 	 
	 	 	 	 
	 	 	
                /s/
                  TODD KAHL

              	 
	 	 	
                Todd
                  Kahl