Exhibit
      10.1

    PURCHASE
      AGREEMENT

     

     

               
                  THIS PURCHASE
      AGREEMENT (“Agreement”) is made as of the 11th day of April, 2006 by and among
      WPCS International Incorporated, a Delaware corporation (the “Company”), and the
      Investors set forth on the signature pages affixed hereto (each an “Investor”
and collectively the “Investors”).

     

    Recitals

     

               
      A.        The Investors wish to purchase from
      the Company, and the Company wishes to sell and issue to the Investors, upon
      the
      terms and conditions stated in this Agreement, an aggregate of 876,931 shares
      of
      the Company’s Common Stock, par value $0.0001 per share (together with any
      securities into which such shares may be reclassified the “Common Stock”), at
      purchase price of $7.00 per share; and

     

               
                  In
      consideration of the mutual promises made herein and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

               
      1.           
Definitions.  In addition to those terms defined above and elsewhere
      in this Agreement, for the purposes of this Agreement, the following terms
      shall
      have the meanings set forth below:

     

               
                 
“Affiliate” means, with respect to any Person, any other Person which
      directly or indirectly through one or more intermediaries Controls, is
      controlled by, or is under common control with, such Person.

     

               
                  “Business
      Day” means a day, other than a Saturday or Sunday, on which banks in New
      York City are open for the general transaction of business.

     

               
                 
“Control” (including the terms “controlling”, “controlled by” or “under
      common control with”) means the possession, direct or indirect, of the power to
      direct or cause the direction of the management and policies of a Person,
      whether through the ownership of voting securities, by contract or
      otherwise.

     

               
                 
“Person” means an individual, corporation, partnership, limited liability
      company, trust, business trust, association, joint stock company, joint venture,
      sole proprietorship, unincorporated organization, governmental authority or
      any
      other form of entity not specifically listed herein.

     

    
      "Purchase
        Price"
        means
        Six Million One Hundred Thirty-Eight Thousand Five Hundred Seventeen Dollars
        ($6,138,517).

       

    

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

               
                 
“Registration Rights Agreement” means the Registration Rights Agreement,
      dated November 16, 2004, among the Company and the investors party thereto,
      as
      the same may be amended, modified or supplemented from time to
      time.

     

               
                  “SEC”
means the Securities and Exchange Commission and any successor agency
      performing
      similar functions.

     

               
                  “SEC
      Filings” has the meaning set forth in Section 4.6.

     

               
                 
“Shares” means the shares of Common Stock being purchased by the
      Investors hereunder.

     

               
                 
“Subsidiary” of any Person means another Person, an amount of the voting
      securities, other voting ownership or voting partnership interests of which
      is
      sufficient to elect at least a majority of its Board of Directors or other
      governing body (or, if there are no such voting interests, 50% or more of the
      equity interests of which) is owned directly or indirectly by such first
      Person.

     

               
                  “1933
      Act” means the Securities Act of 1933, as amended, or any successor statute,
      and the rules and regulations promulgated thereunder.

     

               
                  “1934
      Act” means the Securities Exchange Act of 1934, as amended, or any successor
      statute, and the rules and regulations promulgated thereunder.

     

               
      2.            Purchase
      and Sale of the Shares.  Subject to the terms and conditions of this
      Agreement, on the Closing Date, each of the Investors shall severally, and
      not
      jointly, purchase, and the Company shall sell and issue to the Investors, the
      Shares in the respective amounts set forth opposite the Investors’ names on the
      signature pages attached hereto in exchange for the Purchase Price as specified
      in Section 3 below.

     

               
      3.           
Closing.  Upon confirmation that the other conditions to closing
      specified herein have been satisfied or duly waived by the Investors, the
      Company shall deliver to Lowenstein Sandler PC, in trust, a certificate or
      certificates, registered in such name or names as the Investors may designate,
      representing the Shares, with instructions that such certificates are to be
      held
      for release to the Investors only upon payment in full of the Purchase Price
      to
      the Company by all the Investors.  Upon such receipt by Lowenstein Sandler
      PC of the certificates, each Investor shall promptly, but no more than one
      Business Day thereafter, cause a wire transfer in same day funds to be sent
      to
      the account of the Company as instructed in writing by the Company, in an amount
      representing such Investor’s pro rata portion of the Purchase Price as set forth
      on the signature pages to this Agreement.  On the date (the “Closing Date”)
      the Company receives the Purchase Price, the certificates evidencing the Shares
      shall be released to the Investors (the “Closing”).  The Closing of the
      purchase and sale of the Shares shall take place at the offices of Lowenstein
      Sandler PC, 1251 Avenue of the Americas, 18th Floor, New York, New York 10020,
      or at such other location and on such other date as the Company and the
      Investors shall mutually agree.

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

               
      4.           
Representations and Warranties of the Company.  The Company hereby
      represents and warrants to the Investors that, except as set forth in the
      schedules delivered herewith (collectively, the “Disclosure
      Schedules”):

     

               
                  4.
      1           
Organization, Good Standing and Qualification.  Each of the Company
      and its Subsidiaries is a corporation duly organized, validly existing and
      in
      good standing under the laws of the jurisdiction of its incorporation and has
      all requisite corporate power and authority to carry on its business as now
      conducted and to own its properties.  Each of the Company and its
      Subsidiaries is duly qualified to do business as a foreign corporation and
      is in
      good standing in each jurisdiction in which the conduct of its business or
      its
      ownership or leasing of property makes such qualification or leasing necessary
      unless the failure to so qualify has not had and could not reasonably be
      expected to have a Material Adverse Effect.  The Company’s Subsidiaries are
      listed on Schedule 4.1 hereto.

     

               
                 
4.2           
Authorization.  The Company has full power and authority and has
      taken all requisite action on the part of the Company, its officers, directors
      and stockholders necessary for (i) the authorization, execution and delivery
      of
      this Agreement, (ii) the authorization of the performance of all obligations
      of
      the Company hereunder, and (iii) the authorization, issuance (or reservation
      for
      issuance) and delivery of the Shares.  This Agreement
      constitutes the legal, valid and binding obligations of the Company, enforceable
      against the Company in accordance with its terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar laws
      of
      general applicability, relating to or affecting creditors’ rights
      generally.

     

               
                 
4.3           
Capitalization.  Schedule 4.3 sets forth (a) the authorized
      capital stock of the Company on the date hereof; (b) the number of shares of
      capital stock issued and outstanding; (c) the number of shares of capital stock
      issuable pursuant to the Company’s stock plans; and (d) the number of shares of
      capital stock issuable and reserved for issuance pursuant to securities (other
      than the Shares) exercisable for, or convertible into or exchangeable for any
      shares of capital stock of the Company.  All of the issued and outstanding
      shares of the Company’s capital stock have been duly authorized and validly
      issued and are fully paid, nonassessable and free of pre-emptive rights and
      were
      issued in full compliance with applicable state and federal securities law
      and
      any rights of third parties.  Except as described on Schedule 4.3,
      all of the issued and outstanding shares of capital stock of each Subsidiary
      have been duly authorized and validly issued and are fully paid, nonassessable
      and free of pre-emptive rights, were issued in full compliance with applicable
      state and federal securities law and any rights of third parties and are owned
      by the Company, beneficially and of record, subject to no lien, encumbrance
      or
      other adverse claim.  Except as described on Schedule 4.3, no Person
      is entitled to pre-emptive or similar statutory or contractual rights with
      respect to any securities of the Company.  Except as described on
Schedule 4.3, there are no outstanding warrants, options, convertible
      securities or other rights, agreements or arrangements of any character under
      which the Company or any of its Subsidiaries is or may be obligated to issue
      any
      equity securities of any kind and except as contemplated by this Agreement,
      neither the Company nor any of its Subsidiaries is currently in negotiations
      for
      the issuance of any equity securities of any kind.  Except as described on
Schedule 4.3 and except for the Registration Rights Agreement, there are
      no voting agreements, buy-sell agreements, option or right of first purchase
      agreements or other agreements of any kind among the Company and any of the
      securityholders of the Company relating to the securities of the Company held
      by
      them.  Except as described on Schedule 4.3 and except as provided in
      the Registration Rights Agreement, no Person has the right to require the
      Company to register any securities of the Company under the 1933 Act, whether
      on
      a demand basis or in connection with the registration of securities of the
      Company for its own account or for the account of any other Person.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

               
                  Except as
      described on Schedule 4.3, the issuance and sale of the Shares hereunder
      will not obligate the Company to issue shares of Common Stock or other
      securities to any other Person (other than the Investors) and will not result
      in
      the adjustment of the exercise, conversion, exchange or reset price of any
      outstanding security.

     

               
                  Except as
      described on Schedule 4.3, the Company does not have outstanding
      stockholder purchase rights or “poison pill” or any similar arrangement in
      effect giving any Person the right to purchase any equity interest in the
      Company upon the occurrence of certain events.

     

               
                 
4.4            Valid
      Issuance.  The Shares have been duly and validly authorized and, when
      issued and paid for pursuant to this Agreement, will be validly issued, fully
      paid and nonassessable, and shall be free and clear of all encumbrances and
      restrictions (other than those created by the Investors).

     

               
                 
4.5           
Consents.  The execution, delivery and performance by the
      Company of this Agreement and the offer, issuance and sale of the Shares require
      no consent of, action by or in respect of, or filing with, any Person,
      governmental body, agency, or official other than filings that have been made
      or
      will be made within the applicable time periods pursuant to applicable state
      securities laws.  The Company has taken all action necessary to exempt (i)
      the issuance and sale of the Shares from the provisions of any stockholder
      rights plan or other “poison pill” arrangement, any anti-takeover, business
      combination or control share law or statute binding on the Company or to which
      the Company or any of its assets and properties may be subject and any provision
      of the Company’s Certificate of Incorporation or Bylaws that is or could
      reasonably be expected to become applicable to the Investors as a result of
      the
      transactions contemplated hereby, including without limitation, the issuance
      of
      the Shares and the ownership, disposition or voting of the Shares by the
      Investors or the exercise of any right granted to the Investors pursuant to
      this
      Agreement.

     

               
                 
4.6           
Delivery of SEC Filings; Business.  The Company has made available
      to the Investors through the EDGAR system, true and complete copies of the
      Company’s most recent Annual Report on Form 10-KSB for the fiscal year ended
      April 30, 2005 (the “10-KSB”), and all other reports filed by the Company
      pursuant to the 1934 Act since the filing of the 10-KSB and prior to the date
      hereof (collectively, the “SEC Filings”).  The SEC Filings are the only
      filings required of the Company pursuant to the 1934 Act for such period. 
The Company and its Subsidiaries are engaged in all material respects only
      in
      the business described in the SEC Filings and the SEC Filings contain a complete
      and accurate description in all material respects of the business of the Company
      and its Subsidiaries, taken as a whole.

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

               
                 
4.7            Use of
      Proceeds.  The net proceeds of the sale of the Shares hereunder shall
      be used by the Company for general corporate purposes, which may include
      potential strategic acquisitions and/or investments or repayment of all or
      a
      portion of our existing bank debt, and for working capital.

     

               
                 
4.8            No
      Material Adverse Change.  Since April 30, 2005, except as identified
      and described in the SEC Filings or as described on Schedule 4.8, there
      has not been:

     

                           
                 
(i)            any change
      in the consolidated assets, liabilities, financial condition or operating
      results of the Company from that reflected in the financial statements included
      in the Company’s Quarterly Report on Form 10-QSB for the quarter ended January
      31, 2006, except for changes in the ordinary course of business which have
      not
      had and could not reasonably be expected to have a Material Adverse Effect,
      individually or in the aggregate;

     

                           
                 
(ii)            any
      declaration or payment of any dividend, or any authorization or payment of
      any
      distribution, on any of the capital stock of the Company, or any redemption
      or
      repurchase of any securities of the Company;

     

                           
                 
(iii)            any
      material damage, destruction or loss, whether or not covered by insurance to
      any
      assets or properties of the Company or its Subsidiaries;

     

                           
                 
(iv)            any
      waiver, not in the ordinary course of business, by the Company or any Subsidiary
      of a material right or of a material debt owed to it;

     

                           
                 
(v)            any
      satisfaction or discharge of any lien, claim or encumbrance or payment of any
      obligation by the Company or a Subsidiary, except in the ordinary course of
      business and which is not material to the assets, properties, financial
      condition, operating results or business of the Company and its Subsidiaries
      taken as a whole (as such business is presently conducted and as it is proposed
      to be conducted);

     

                           
                 
(vi)            any
      change or amendment to the Company's Certificate of Incorporation or Bylaws,
      or
      material change to any material contract or arrangement by which the Company
      or
      any Subsidiary is bound or to which any of their respective assets or properties
      is subject;

     

                           
                 
(vii)            any
      material labor difficulties or labor union organizing activities with respect
      to
      employees of the Company or any Subsidiary;

     

                           
                 
(viii)            any
      material transaction entered into by the Company or a Subsidiary other than
      in
      the ordinary course of business; 

     

                           
                 
(ix)            the loss
      of the services of any key employee, or material change in the composition
      or
      duties of the senior management of the Company or any Subsidiary;

     

                           
                 
(x)            the loss
      or threatened loss of any customer which has had or could reasonably be expected
      to have a Material Adverse Effect; or

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

                           
                 
(xi)            any other
      event or condition of any character that has had or could reasonably be expected
      to have a Material Adverse Effect.

     

               
                 
4.9            SEC
      Filings.

     

                           
                 
(a)            At the
      time of filing thereof, the SEC Filings complied as to form in all material
      respects with the requirements of the 1934 Act and did not contain any untrue
      statement of a material fact or omit to state any material fact necessary in
      order to make the statements made therein, in the light of the circumstances
      under which they were made, not misleading.

     

                           
                 
(b)            Each
      registration statement and any amendment thereto filed by the Company since
      January 1, 2003 pursuant to the 1933 Act and the rules and regulations
      thereunder, as of the date such statement or amendment became effective,
      complied as to form in all material respects with the 1933 Act and did not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary in order to make the statements
      made therein not misleading; and each prospectus filed pursuant to Rule 424(b)
      under the 1933 Act, as of its issue date and as of the closing of any sale
      of
      securities pursuant thereto did not contain any untrue statement of a material
      fact or omit to state any material fact required to be stated therein or
      necessary in order to make the statements made therein, in the light of the
      circumstances under which they were made, not misleading.

     

                           
                 
(c)            The
      Company meets the requirements for use of Form SB-2 under the 1933 Act, and
      has
      filed with the SEC a registration statement on such Form (Registration File
      No.
      333-131650), which became effective as of April 11, 2006, for the registration
      under the 1933 Act of the Shares. Such registration statement meets the
      requirements set forth in Rule 415(a)(1)(x) under the 1933 Act and complies
      in
      all other material respects with said Rule. The Company will file with SEC
      pursuant to Rule 424(b) under the 1933 Act, and the rules and regulations (the
      “Rules and Regulations”) of SEC promulgated thereunder, a supplement to the form
      of prospectus included in such registration statement relating to a placement
      of
      the Shares and the plan of distribution thereof and has advised the Investors
      of
      all further information (financial and other) with respect to the Company to
      be
      set forth therein.  Such registration statement, including the exhibits
      thereto, as amended at the date of this Agreement, is hereinafter called the
      “Registration Statement”; such prospectus in the form in which it appears in the
      Registration Statement is hereinafter called the “Base Prospectus”; and the
      supplemented form of prospectus, in the form in which it will be filed with
      SEC
      pursuant to Rule 424(b) (including the Base Prospectus as so supplemented)
      is
      hereinafter called a “Prospectus Supplement.”  No stop order suspending the
      effectiveness of the Registration Statement or the use of the Base Prospectus
      or
      the Prospectus Supplement has been issued, and no proceeding for any such
      purpose is pending or has been initiated or, to the Company's knowledge, is
      threatened by SEC.

     

                           
                 
(d)            The
      Registration Statement (and any further documents to be filed with SEC) contains
      all exhibits and schedules as required by the 1933 Act. Each of the Registration
      Statement and any post-effective amendment thereto, at the time it became
      effective, complied in all material respects with the 1933 Act and the 1934
      Act
      and the applicable Rules and Regulations and did not and, as amended or
      supplemented, if applicable, will not, contain any untrue statement of a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading. The Base Prospectus
      and
      the Prospectus Supplement, as of its respective date, comply in all material
      respects with the 1933 Act and the 1934 Act and the applicable Rules and
      Regulations.  Each of the Base Prospectus and the Prospectus Supplement, as
      amended or supplemented, did not and will not contain as of the effective date
      thereof any untrue statement of a material fact or omit to state a material
      fact
      necessary in order to make the statements therein, in light of the circumstances
      under which they were made, not misleading.  No post-effective amendment to
      the Registration Statement reflecting any facts or events arising after the
      date
      hereof which represent, individually or in the aggregate, a fundamental change
      in the information set forth therein is required to be filed with SEC. 
There are no documents required to be filed with SEC in connection with the
      transaction contemplated hereby that have not been filed as required pursuant
      to
      the 1933 Act or will not be filed within the requisite time period. There are
      no
      contracts or other documents required to be described in the Base Prospectus
      or
      Prospectus Supplement, or to be filed as exhibits or schedules to the
      Registration Statement, which have not been described or filed as
      required.

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

               
                 
4.10            No
      Conflict, Breach, Violation or Default.  The execution, delivery and
      performance of this Agreement by the Company and the issuance and sale of the
      Shares will not conflict with or result in a breach or violation of any of
      the
      terms and provisions of, or constitute a default under (i) the Company’s
      Certificate of Incorporation or the Company’s Bylaws, both as in effect on the
      date hereof (true and complete copies of which have been made available to
      the
      Investors through the EDGAR system), or (ii)(a) any statute, rule, regulation
      or
      order of any governmental agency or body or any court, domestic or foreign,
      having jurisdiction over the Company, any Subsidiary or any of their respective
      assets or properties, or (b) any agreement or instrument to which the Company
      or
      any Subsidiary is a party or by which the Company or a Subsidiary is bound
      or to
      which any of their respective assets or properties is subject.

     

               
                 
4.11           
Financial Statements.  The financial statements included in each SEC
      Filing present fairly, in all material respects, the consolidated financial
      position of the Company as of the dates shown and its consolidated results
      of
      operations and cash flows for the periods shown, and such financial statements
      have been prepared in conformity with United States generally accepted
      accounting principles applied on a consistent basis (“GAAP”) (except as may be
      disclosed therein or in the notes thereto, and, in the case of quarterly
      financial statements, as permitted by Form 10-QSB under the 1934 Act). 
Except as set forth in the financial statements of the Company included in
      the
      SEC Filings filed prior to the date hereof or as described on Schedule
      4.11, neither the Company nor any of its Subsidiaries has incurred any
      liabilities, contingent or otherwise, except those incurred in the ordinary
      course of business, consistent (as to amount and nature) with past practices
      since the date of such financial statements, none of which, individually or
      in
      the aggregate, have had or could reasonably be expected to have a Material
      Adverse Effect.

     

               
                 
4.12           
Compliance with Nasdaq Continued Listing Requirements.  The Company
      is in compliance with applicable Nasdaq continued listing requirements. 
There are no proceedings pending or, to the Company’s Knowledge, threatened
      against the Company relating to the continued listing of the Common Stock on
      Nasdaq and the Company has not received any notice of, nor to the Company’s
      Knowledge is there any basis for, the delisting of the Common Stock from
      Nasdaq.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

               
                 
4.13           
Brokers and Finders.  No Person will have, as a result of the
      transactions contemplated hereby, any valid right, interest or claim against
      or
      upon the Company, any Subsidiary or an Investor for any commission, fee or
      other
      compensation pursuant to any agreement, arrangement or understanding entered
      into by or on behalf of the Company, other than as described in Schedule
      4.13.

     

               
                 
4.14           
Questionable Payments.  Neither the Company
      nor any of its Subsidiaries nor, to the Company’s Knowledge, any of their
      respective current or former stockholders, directors, officers, employees,
      agents or other Persons acting on behalf of the Company or any Subsidiary,
      has
      on behalf of the Company or any Subsidiary or in connection with their
      respective businesses: (a) used any corporate funds for unlawful contributions,
      gifts, entertainment or other unlawful expenses relating to political activity;
      (b) made any direct or indirect unlawful payments to any governmental officials
      or employees from corporate funds; (c) established or maintained any unlawful
      or
      unrecorded fund of corporate monies or other assets; (d) made any false or
      fictitious entries on the books and records of the Company or any Subsidiary;
      or
      (e) made any unlawful bribe, rebate, payoff, influence payment, kickback or
      other unlawful payment of any nature.

     

               
                 
4.15           
Transactions with Affiliates.  Except as disclosed in the SEC
      Filings or as disclosed on Schedule 4.15, none of the officers or
      directors of the Company and, to the Company’s Knowledge, none of the employees
      of the Company is presently a party to any transaction with the Company or
      any
      Subsidiary (other than as holders of stock options and/or warrants, and for
      services as employees, officers and directors), including any contract,
      agreement or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director or such employee or, to
      the
      Company’s Knowledge, any entity in which any officer, director, or any such
      employee has a substantial interest or is an officer, director, trustee or
      partner.

     

               
                 
4.16           
Internal Controls.  The Company is in material compliance with
      the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the
      Company.  The Company and the Subsidiaries maintain a system of
      internal accounting controls sufficient to provide reasonable assurance that
      (i)
      transactions are executed in accordance with management's general or specific
      authorizations, (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with GAAP and to maintain
      asset accountability, (iii) access to assets is permitted only in accordance
      with management's general or specific authorization, and (iv) the recorded
      accountability for assets is compared with the existing assets at reasonable
      intervals and appropriate action is taken with respect to any differences.
      The
      Company has established disclosure controls and procedures (as defined in 1934
      Act Rules 13a-14 and 15d-14) for the Company and designed such disclosure
      controls and procedures to ensure that material information relating to the
      Company, including the Subsidiaries, is made known to the certifying officers
      by
      others within those entities, particularly during the period in which the
      Company’s most recently filed period report under the 1934 Act, as the case may
      be, is being prepared.  The Company's certifying officers have evaluated
      the effectiveness of the Company's controls and procedures as of the end of
      the
      period covered by the most recently filed periodic report under the 1934 Act
      (such date, the "Evaluation Date").  The Company presented in its most
      recently filed periodic report under the 1934 Act the conclusions of the
      certifying officers about the effectiveness of the disclosure controls and
      procedures based on their evaluations as of the Evaluation Date.  Since the
      Evaluation Date, there have been no significant changes in the Company's
      internal controls (as such term is defined in Item 308 of Regulation S-B) or,
      to
      the Company's Knowledge, in other factors that could significantly affect the
      Company's internal controls.  The Company maintains and will continue to
      maintain a standard system of accounting established and administered in
      accordance with GAAP and the applicable requirements of the 1934
      Act.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

               
                 
4.17           
Disclosures.  Neither the Company nor any Person acting on its
      behalf has provided the Investors or their agents or counsel with any
      information that constitutes or might constitute material, non-public
      information.  The written materials delivered to the Investors in
      connection with the transactions contemplated hereby do not contain any untrue
      statement of a material fact or omit to state a material fact necessary in
      order
      to make the statements contained therein, in light of the circumstances under
      which they were made, not misleading.

     

               
      5.           
Representations and Warranties of the Investors.  Each of the
      Investors hereby severally, and not jointly, represents and warrants to the
      Company that:

     

               
                 
5.1           
Organization and Existence.  Such Investor is a validly existing
      corporation, limited partnership or limited liability company and has all
      requisite corporate, partnership or limited liability company power and
      authority to invest in the Shares pursuant to this Agreement.

     

               
                 
5.2           
Authorization.  The execution, delivery and performance by such
      Investor of this Agreement have been duly authorized and will each constitute
      the valid and legally binding obligation of such Investor, enforceable against
      such Investor in accordance with their respective terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar laws
      of
      general applicability, relating to or affecting creditors’ rights
      generally.

     

               
                 
5.3            Brokers
      and Finders.  No Person will have, as a result of the transactions
      contemplated hereby, any valid right, interest or claim against or upon the
      Company, any Subsidiary or an Investor for any commission, fee or other
      compensation pursuant to any agreement, arrangement or understanding entered
      into by or on behalf of such Investor.

     

               
      6.  Conditions to Closing.

     

               
                 
6.1           
Conditions to the Investors’ Obligations. The obligation of each Investor
      to purchase the Shares at the Closing is subject to the fulfillment to such
      Investor’s satisfaction, on or prior to the Closing Date, of the following
      conditions, any of which may be waived by such Investor (as to itself
      only):

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

                           
                 
(a)            The
      representations and warranties made by the Company in Section 4 hereof qualified
      as to materiality shall be true and correct at all times prior to and on the
      Closing Date, except to the extent any such representation or warranty expressly
      speaks as of an earlier date, in which case such representation or warranty
      shall be true and correct as of such earlier date, and, the representations
      and
      warranties made by the Company in Section 4 hereof not qualified as to
      materiality shall be true and correct in all material respects at all times
      prior to and on the Closing Date, except to the extent any such representation
      or warranty expressly speaks as of an earlier date, in which case such
      representation or warranty shall be true and correct in all material respects
      as
      of such earlier date.  The Company shall have performed in all material
      respects all obligations and covenants herein required to be performed by it
      on
      or prior to the Closing Date.

     

                           
                 
(b)            The
      Company shall have obtained any and all consents, permits, approvals,
      registrations and waivers necessary or appropriate for consummation of the
      purchase and sale of the Shares and the consummation of the other transactions
      contemplated hereby, all of which shall be in full force and
      effect.

     

                           
                 
(c)            The
      Company shall have received confirmation from Nasdaq to the effect that (i)
      the
      issuance and sale of the Shares as contemplated hereby will not require
      stockholder approval pursuant to the requirements of Nasdaq Marketplace Rule
      4350(i), and (ii) that the Shares have been approved for inclusion in The Nasdaq
      Capital Market upon official notice of issuance.

     

                           
                 
(d)            No
      judgment, writ, order, injunction, award or decree of or by any court, or judge,
      justice or magistrate, including any bankruptcy court or judge, or any order
      of
      or by any governmental authority, shall have been issued, and no action or
      proceeding shall have been instituted by any governmental authority, enjoining
      or preventing the consummation of the transactions contemplated
      hereby.

     

                           
                 
(e)            The
      Company shall have delivered a Certificate, executed on behalf of the Company
      by
      its Chief Executive Officer or its Chief Financial Officer, dated as of the
      Closing Date, certifying to the fulfillment of the conditions specified in
      subsections (a), (b), (c), (d) and (g) of this Section 6.1.

     

                           
                 
(f)            The
      Company shall have delivered a Certificate, executed on behalf of the Company
      by
      its Secretary, dated as of the Closing Date, certifying the resolutions adopted
      by the Board of Directors of the Company approving the transactions contemplated
      by this Agreement and the issuance of the Shares, certifying the current
      versions of the Certificate of Incorporation and Bylaws of the Company and
      certifying as to the signatures and authority of persons signing this Agreement
      and related documents on behalf of the Company.

     

                           
                 
(g)            The
      Investors shall have received an opinion from Sichenza Ross Friedman Ference
      LLP, the Company's counsel, dated as of the Closing Date, in form and substance
      reasonably acceptable to the Investors and addressing such legal matters as
      the
      Investors may reasonably request.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

                           
                 
(h)            No stop
      order suspending the effectiveness of the Registration Statement shall have
      been
      issued and no proceedings for that purpose shall have been initiated or
      threatened by the SEC, and any request for additional information on the part
      of
      the SEC (to be included in the Registration Statement, the Base Prospectus
      or
      the Prospectus Supplement or otherwise) shall have been complied with to the
      reasonable satisfaction of the Investors.

     

               
                 
6.2           
Conditions to Obligations of the Company. The Company's obligation to
      sell and issue the Shares at the Closing is subject to the fulfillment to the
      satisfaction of the Company on or prior to the Closing Date of the following
      conditions, any of which may be waived by the Company:

     

                           
                 
(a)            The
      representations and warranties made by the Investors in Section 5 hereof shall
      be true and correct in all material respects when made, and shall be true and
      correct in all material respects on the Closing Date with the same force and
      effect as if they had been made on and as of said date.  The Investors
      shall have performed in all material respects all obligations and covenants
      herein required to be performed by them on or prior to the Closing
      Date.

     

                           
                 
(c)            The
      Investors shall have delivered the Purchase Price to the Company.

     

               
                 
6.3           
Termination of Obligations to Effect Closing; Effects.

     

                           
                 
(a)            The
      obligations of the Company, on the one hand, and the Investors, on the other
      hand, to effect the Closing shall terminate as follows:

     

                           
                 
           
(i)            Upon the
      mutual written consent of the Company and the Investors;

     

                           
                 
           
(ii)            By the
      Company if any of the conditions set forth in Section 6.2 shall have become
      incapable of fulfillment, and shall not have been waived by the
      Company;

     

                           
                 
           
(iii)            By an
      Investor (with respect to itself only) if any of the conditions set forth in
      Section 6.1 shall have become incapable of fulfillment, and shall not have
      been
      waived by the Investor; or

     

                           
                 
           
(iv)            By either
      the Company or any Investor (with respect to itself only) if the Closing has
      not
      occurred on or prior to April 30, 2006;

     

    provided,
      however, that, except in the case of clause (i) above, the party seeking to
      terminate its obligation to effect the Closing shall not then be in breach
      of
      any of its representations, warranties, covenants or agreements contained in
      this Agreement if such breach has resulted in the circumstances giving rise
      to
      such party’s seeking to terminate its obligation to effect the
      Closing.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

                                (b)           
      In the event of termination by the Company or any Investor of its obligations
      to
      effect the Closing pursuant to this Section 6.3, written notice thereof shall
      forthwith be given to the other Investors and the other Investors shall have
      the
      right to terminate their obligations to effect the Closing upon written notice
      to the Company and the other Investors.  Nothing in this Section 6.3 shall
      be deemed to release any party from any liability for any breach by such party
      of the terms and provisions of this Agreement or to impair the right of any
      party to compel specific performance by any other party of its obligations
      under
      this Agreement.

     

               
      7.           
[Reserved]

     

               
      8.            Survival
      and Indemnification.

     

                               
8.1 
      Survival.  The representations, warranties, covenants and agreements
      contained in this Agreement shall survive the Closing of the transactions
      contemplated by this Agreement.

     

               
                  8.2 
Indemnification.  The Company agrees to indemnify and hold harmless
      each Investor and its Affiliates and their respective directors, officers,
      employees and agents from and against any and all losses, claims, damages,
      liabilities and expenses (including without limitation reasonable attorney
      fees
      and disbursements and other expenses incurred in connection with investigating,
      preparing or defending any action, claim or proceeding, pending or threatened
      and the costs of enforcement thereof) (collectively, “Losses”) to which such
      Person may become subject as a result of any breach of representation, warranty,
      covenant or agreement made by or to be performed on the part of the Company
      under this Agreement, and will reimburse any such Person for all such amounts
      as
      they are incurred by such Person.

     

               
                 
8.3  Conduct of Indemnification
      Proceedings.  Promptly after receipt by any
      Person (the “Indemnified Person”) of notice of any demand,
      claim or circumstances which would or might give rise to a claim or the
      commencement of any action, proceeding or investigation in respect of which
      indemnity may be sought pursuant to Section 8.2, such Indemnified Person shall
      promptly notify the Company in writing and the Company shall assume the defense
      thereof, including the employment of counsel reasonably satisfactory to such
      Indemnified Person, and shall assume the payment of all fees and expenses;
      provided, however,that the failure of any Indemnified Person so to
      notify the Company shall not relieve the Company of its obligations hereunder
      except to the extent that the Company is materially prejudiced by such failure
      to notify.  In any such proceeding, any Indemnified Person shall have the
      right to retain its own counsel, but the fees and expenses of such counsel
      shall
      be at the expense of such Indemnified Person unless: (i) the Company and the
      Indemnified Person shall have mutually agreed to the retention of such counsel;
      or (ii) in the reasonable judgment of counsel to such Indemnified Person
      representation of both parties by the same counsel would be inappropriate due
      to
      actual or potential differing interests between them.  The Company shall
      not be liable for any settlement of any proceeding effected without its written
      consent, which consent shall not be unreasonably withheld, but if settled with
      such consent, or if there be a final judgment for the plaintiff, the Company
      shall indemnify and hold harmless such Indemnified Person from and against
      any
      loss or liability (to the extent stated above) by reason of such settlement
      or
      judgment.  Without the prior written consent of the Indemnified Person,
      which consent shall not be unreasonably withheld, the Company shall not effect
      any settlement of any pending or threatened proceeding in respect of which
      any
      Indemnified Person is or could have been a party and indemnity could have been
      sought hereunder by such Indemnified Party, unless such settlement includes
      an
      unconditional release of such Indemnified Person from all liability arising
      out
      of such proceeding.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

               
      9.           
Miscellaneous.

     

               
                 
9.1           
Successors and Assigns.  This Agreement may not be assigned by a
      party hereto without the prior written consent of the Company or the Investors,
      as applicable, provided, however, that an Investor may assign its rights and
      delegate its duties hereunder in whole or in part to an Affiliate or to a third
      party acquiring some or all of its Shares without the prior written consent
      of
      the Company or the other Investors, after notice duly given by such Investor
      to
      the Company provided, that no such assignment or obligation shall affect the
      obligations of such Investor hereunder.  The provisions of this Agreement
      shall inure to the benefit of and be binding upon the respective permitted
      successors and assigns of the parties.  Nothing in this Agreement, express
      or implied, is intended to confer upon any party other than the parties hereto
      or their respective successors and assigns any rights, remedies, obligations,
      or
      liabilities under or by reason of this Agreement, except as expressly provided
      in this Agreement.

     

               
                 
9.2           
Counterparts; Faxes.  This Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument.  This Agreement may
      also be executed via facsimile, which shall be deemed an original.

     

               
                 
9.3            Titles
      and Subtitles.  The titles and subtitles used in this Agreement are
      used for convenience only and are not to be considered in construing or
      interpreting this Agreement.

     

               
                 
9.4           
Notices.  Unless otherwise provided, any notice required or
      permitted under this Agreement shall be given in writing and shall be deemed
      effectively given as hereinafter described (i) if given by personal delivery,
      then such notice shall be deemed given upon such delivery, (ii) if given by
      telex or telecopier, then such notice shall be deemed given upon receipt of
      confirmation of complete transmittal, (iii) if given by mail, then such notice
      shall be deemed given upon the earlier of (A) receipt of such notice by the
      recipient or (B) three days after such notice is deposited in first class mail,
      postage prepaid, and (iv) if given by an internationally recognized overnight
      air courier, then such notice shall be deemed given one Business Day after
      delivery to such carrier.  All notices shall be addressed to the party to
      be notified at the address as follows, or at such other address as such party
      may designate by ten days’ advance written notice to the other
      party:

     

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

                           
                  If to the
      Company:

     

    WPCS
      International Incorporated

    One
      East
      Uwchlan Avenue

    Suite
      301

    Exton,
      Pennsylvania 19341

    Attention: 
      Joseph Heater

    Fax: 
      (610) 903-0401

     

                           
                  With a copy
      to:

     

    Sichenza
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas

    New
      York,
      New York 10010

    Attention: 
      Thomas A. Rose, Esq.

    Fax: 
      (212) 930-9725

     

                           
                  If to the
      Investors:

     

    to
      the
      addresses set forth on the signature pages hereto.

     

               
                 
9.5           
Expenses.  The parties hereto shall pay their own costs and expenses
      in connection herewith  In the event that legal proceedings are commenced
      by any party to this Agreement against another party to this Agreement in
      connection with this Agreement, the party or parties which do not prevail in
      such proceedings shall severally, but not jointly, pay their pro rata share
      of
      the reasonable attorneys’ fees and other reasonable out-of-pocket costs and
      expenses incurred by the prevailing party in such proceedings.

     

               
                 
9.6           
Amendments and Waivers.  Any term of this Agreement may be amended
      and the observance of any term of this Agreement may be waived (either generally
      or in a particular instance and either retroactively or prospectively), only
      with the written consent of the Company and the Investors.  Any amendment
      or waiver effected in accordance with this paragraph shall be binding upon
      each
      holder of any Shares purchased under this Agreement at the time outstanding,
      each future holder of all such Shares, and the Company.

     

               
                 
9.7           
Publicity.  Except as set forth below, no public release or
      announcement concerning the transactions contemplated hereby shall be issued
      by
      the Company or the Investors without the prior consent of the Company (in the
      case of a release or announcement by the Investors) or the Investors (in the
      case of a release or announcement by the Company) (which consents shall not
      be
      unreasonably withheld), except as such release or announcement may be required
      by law or the applicable rules or regulations of any securities exchange or
      securities market, in which case the Company or the Investors, as the case
      may
      be, shall allow the Investors or the Company, as applicable, to the extent
      reasonably practicable in the circumstances, reasonable time to comment on
      such
      release or announcement in advance of such issuance.  By 8:30 a.m. (New
      York City time) on the trading day immediately following the Closing Date,
      the
      Company shall issue a press release disclosing the consummation of the
      transactions contemplated by this Agreement.  No later than the third
      trading day following the Closing Date, the Company will file a Current Report
      on Form 8-K attaching the press release described in the foregoing sentence
      as
      well as copies of this Agreement.  In addition, the Company will make such
      other filings and notices in the manner and time required by the SEC or
      Nasdaq.  Notwithstanding the foregoing, the Company shall not publicly
      disclose the name of any Investor, or include the name of any Investor in any
      filing with the SEC or any regulatory agency or Nasdaq, without the prior
      written consent of such Investor, except to the extent such disclosure is
      required by law or trading market regulations, in which case the Company shall
      provide the Investors with prior notice of such disclosure.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

               
                 
9.8           
Severability.  Any provision of this Agreement that is prohibited or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof but shall be interpreted as if it were written
      so as
      to be enforceable to the maximum extent permitted by applicable law, and any
      such prohibition or unenforceability in any jurisdiction shall not invalidate
      or
      render unenforceable such provision in any other jurisdiction.  To the
      extent permitted by applicable law, the parties hereby waive any provision
      of
      law which renders any provision hereof prohibited or unenforceable in any
      respect.

     

               
                 
9.9            Entire
      Agreement.  This Agreement, including the Disclosure Schedules,
      constitutes the entire agreement among the parties hereof with respect to the
      subject matter hereof and thereof and supersedes all prior agreements and
      understandings, both oral and written, between the parties with respect to
      the
      subject matter hereof and thereof.

     

               
                 
9.10           
Further Assurances.  The parties shall execute and deliver all such
      further instruments and documents and take all such other actions as may
      reasonably be required to carry out the transactions contemplated hereby and
      to
      evidence the fulfillment of the agreements herein contained.

     

               
                 
9.11           
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of New York without regard to the choice of law principles
      thereof.  Each of the parties hereto irrevocably submits to the exclusive
      jurisdiction of the courts of the State of New York located in New York County
      and the United States District Court for the Southern District of New York
      for
      the purpose of any suit, action, proceeding or judgment relating to or arising
      out of this Agreement and the transactions contemplated hereby.  Service of
      process in connection with any such suit, action or proceeding may be served
      on
      each party hereto anywhere in the world by the same methods as are specified for
      the giving of notices under this Agreement.  Each of the parties hereto
      irrevocably consents to the jurisdiction of any such court in any such suit,
      action or proceeding and to the laying of venue in such court.  Each party
      hereto irrevocably waives any objection to the laying of venue of any such
      suit,
      action or proceeding brought in such courts and irrevocably waives any claim
      that any such suit, action or proceeding brought in any such court has been
      brought in an inconvenient forum.  EACH OF THE PARTIES HERETO
      WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT
      TO
      THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY
      AS TO
      THIS WAIVER.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

                           9.12           
      Independent Nature of Investors' Obligations and Rights.  The obligations
      of each Investor hereunder are several and not joint with the obligations of
      any
      other Investor, and no Investor shall be responsible in any way for the
      performance of the obligations of any other Investor hereunder.  The
      decision of each Investor to purchase Shares pursuant hereto has been made
      by
      such Investor independently of any other Investor.  Nothing contained
      herein, and no action taken by any Investor pursuant thereto, shall be deemed
      to
      constitute the Investors as a partnership, an association, a joint venture
      or
      any other kind of entity, or create a presumption that the Investors are in
      any
      way acting in concert or as a group with respect to such obligations or the
      transactions contemplated hereby.  Each Investor acknowledges that no other
      Investor has acted as agent for such Investor in connection with making its
      investment hereunder and that no Investor will be acting as agent of such
      Investor in connection with monitoring its investment in the Shares or enforcing
      its rights hereunder.  Each Investor shall be entitled to independently
      protect and enforce its rights, including, without limitation, the rights
      arising out of this Agreement, and it shall not be necessary for any other
      Investor to be joined as an additional party in any proceeding for such
      purpose.  The Company acknowledges that each of the Investors has been
      provided with the same Agreement for the purpose of closing a transaction with
      multiple Investors and not because it was required or requested to do so by
      any
      Investor. 

     

     

    [signature
      page follows]

     

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


     

               
                  IN WITNESS
      WHEREOF, the parties have executed this Agreement or caused their duly
      authorized officers to execute this Agreement as of the date first above
      written.

     

    
    

    
      	 	 	 
	
              The
                Company:  

            	
              WPCS
                INTERNATIONAL INCORPORATED

            
	 
 	 
 	 
 
	Date: 	By:  	/s/ ANDREW
              HIDALGO
	 	
              
Name:
              Andrew Hidalgo
	 	
              Title:
                Chief Executive Officer

            


    

     

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
              The
                Investors:  

            	

              SPECIAL
                SITUATIONS FUND III QP, L.P.

            
	 
 	 
 	 
 
	Date: 	By:  	/s/
              AUSTIN
              W. MARXE 
	 	
              
Name:
              Austin W. Marxe
	 	
              Title:
                General Partner

            


    
 

     

    Aggregate
      Purchase Price:  $2,639,560

    Number
      of
      Shares:  377,080

     

     

     

    
      	Address for Notice: 	
              527
                Madison Avenue

            
	 	Suite 2600 
	 	
              New
                York, NY  10022 

            
	 	 
	 	with a copy to: 
	 	 
	 	Lowenstein Sandler PC 
	 	65 Livingston Avenue 
	 	Roseland, NJ  07068 
	 	Attn:  John D. Hogoboom,
              Esq. 
	 	Telephone: 973.597.2500
	 	Facsimile:
              973.597.2400    
	 	 


    

    
 

    
      	 	 	 
	 	SPECIAL
              SITUATIONS
              FUND III, L.P.
	 
 	 
 	 
 
	 	By:  	/s/ AUSTIN
              W.
              MARXE
	 	
              
Name:
              Austin W. Marxe
	 	Title:
              General Partner


    

     

    Aggregate
      Purchase Price:  $245,539

    Number
      of
      Shares:  35,077

    
       

      
        	Address for Notice: 	
                527
                  Madison Avenue

              
	 	Suite 2600 
	 	
                New
                  York, NY  10022 

              
	 	 
	 	with a copy to: 
	 	 
	 	Lowenstein Sandler PC 
	 	65 Livingston Avenue 
	 	Roseland, NJ  07068 
	 	Attn:  John D. Hogoboom,
                Esq. 
	 	Telephone: 973.597.2500
	 	Facsimile:
                973.597.2400    
	 	 


      

    

     

    
      	 	 	 
	 	
              SPECIAL
                SITUATIONS CAYMAN FUND, L.P.

            
	 
 	 
 	 
 
	
            	By:  	/s/ AUSTIN
              W.
              MARXE
	 	
              
Name:
              Austin W. Marxe
	 	Title:
              General Partner 


    

    


     

    Aggregate
      Purchase Price:  $1,227,702

    Number
      of
      Shares:  175,386

     

     

    
      
         

        
          	Address for Notice: 	
                  527
                    Madison Avenue

                
	 	Suite 2600 
	 	
                  New
                    York, NY  10022 

                
	 	 
	 	with a copy to: 
	 	 
	 	Lowenstein Sandler PC 
	 	65 Livingston Avenue 
	 	Roseland, NJ  07068 
	 	Attn:  John D. Hogoboom,
                  Esq. 
	 	Telephone: 973.597.2500
	 	Facsimile:
                  973.597.2400    
	 	 


        

      

       

    

    
      	 	 	 
	 	SPECIAL
              SITUATIONS
              PRIVATE EQUITY FUND, L.P.
	 
 	 
 	 
 
	 	By:  	/s/ AUSTIN
              W.
              MARXE
	 	
              
Name:
              Austin W. Marxe
	 	Title:
              General Partner


    

                

    
                                             

    

     

    Aggregate
      Purchase Price:  $2,025,716

    Number
      of
      Shares:  289,388

     

    
      
        
           

          
            	Address for Notice: 	
                    527
                      Madison Avenue

                  
	 	Suite 2600 
	 	
                    New
                      York, NY  10022 

                  
	 	 
	 	with a copy to: 
	 	 
	 	Lowenstein Sandler PC 
	 	65 Livingston Avenue 
	 	Roseland, NJ  07068 
	 	Attn:  John D. Hogoboom,
                    Esq. 
	 	Telephone: 973.597.2500
	 	Facsimile:
                    973.597.2400    
	 	 


          

        

         

         

         

        
          
            
            

          

          
            -18-