Exhibit 10.2


    Exhibit
      10.2

    


    April
      11,
      2006

    


    


    WPCS
      International Incorporated

    One
      East
      Uwchlan Avenue

    Exton,
      Pennsylvania 19341

    


    Dear
      Sirs:

    


    Reference
      is hereby made to a Purchase Agreement, dated November 16, 2004 (the “Prior
      Purchase Agreement”), among WPCS International Incorporated (the “Company”) and
      the undersigned (collectively, the “Funds”). Capitalized terms used herein have
      the respective meanings ascribed thereto in the Prior Purchase Agreement unless
      otherwise defined herein.

    


    The
      Funds, the Company and certain other Persons entered into the Prior Purchase
      Agreement, pursuant to which, among other things, the Company issued to the
      Funds and the other parties thereto warrants (the “Warrants”) to purchase shares
      of Common Stock (the “Warrant Shares”). In connection with the Prior Purchase
      Agreement, the Funds, the Company and certain other Persons entered into a
      Registration Rights Agreement, dated November 16, 2004 (the “Registration Rights
      Agreement”), pursuant to which, among other things, the Company agreed to
      register the Warrant Shares for resale or other disposition pursuant to the
      Securities Act of 1933, as amended.

    


    Effective
      as of the date hereof, the Funds hereby irrevocably waive, on their own behalf
      and on behalf of any other holder of Registrable Securities (as defined in
      the
      Registration Rights Agreement), any and all rights to receive liquidated damages
      from the Company as specified in Section 2 of the Registration Rights Agreement,
      whether now existing or hereafter arising. In all other respects, the
      Registration Rights Agreement shall continue in full force and
      effect.

    


    In
      addition, also effective as of the date hereof, the Funds hereby irrevocable
      waive, as to themselves and their Affiliates only, any adjustment to the Warrant
      Price (as defined in the Warrants) pursuant to Section 8(f) of the Warrants
      that
      would otherwise result from the issuance of the Shares pursuant to the terms
      of
      the Purchase Agreement. In all other respects, the Warrants shall continue
      in
      full force and effect.

    


    



    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    If
      the
      foregoing accurately reflects our agreement, please sign this letter in the
      space indicated and return a signed counterpart to the undersigned. This letter
      may be executed in counterparts, each of which shall be deemed and original
      and
      all of which shall together represent one and the same instrument. This letter
      shall be governed by, and construed in accordance with, the laws of the State
      of
      New York, without reference to the choice of law provisions
      thereof.

    


     

    
      	 	 	 
	 	
              Very
                truly yours, 

            
	 	 
	 	SPECIAL
              SITUATIONS
              FUND III QP, L.P.
	 	
              SPECIAL
                SITUATIONS FUND III, L.P. 

            
	 	
              SPECIAL
                SITUATIONS PRIVATE EQUITY FUND, L.P. 

            
	 
 	 
 	 
 
	Date: 	By:  	/s/ AUSTIN
              W.
              MARXE
	 	
              

              Austin
                W. Marxe, General Partner

            
	 	 


    

    


     

    


    


    ACCEPTED
      AND AGREED:

    


    WPCS
      INTERNATIONAL INCORPORATED

    


    


    


    
      	
              By:
                /s/
                ANDREW HIDALGO

              

              Name:
                Andrew Hidalgo 

            
	
              Title:
                Chief Executive Officer 

            
	 


    

     

     

    
      
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