Exhibit 10.2


    


    REGISTRATION
      RIGHTS AGREEMENT

    


    


    THIS
      REGISTRATION RIGHTS AGREEMENT, is by and between WPCS International
      Incorporated, a Delaware corporation (the "Company"), and Daniel G. Lester,
      Christopher P. Lester, Michael D. Lester, Thomas A. Lester, Karl F. Eickemeyer
      and Anthony Ankersmit (individually a "Holder" and collectively the
      "Holders").

    


    WHEREAS,
      pursuant to a Stock Purchase Agreement between the Company, Southeastern
      Communication Service, Inc., a Florida corporation, and the Holders, dated
      as of
      the date hereof (the “Acquisition Agreement”), the Company issued to the Holders
      an aggregate of 10,000 shares of class A common stock, $.01 par value and 40,000
      shares of class B common stock, $.01 par value of the Company (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 thirty (30) days after the final closing date of the Acquisition
      Agreement. 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.

    


    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

    


    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.

     

    
      
        
        

      

      
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    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(h)(i); 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
      affiliates, officers, directors and partners 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, 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 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 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.

    


    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.

     

    
      
        
        

      

      
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    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.

     

    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, President

     

    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 2017 Cattleman Road, Sarasota, Florida
      34232.

    


    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.

    


    
      
        
        

      

      
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    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.

    


    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.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement as of the 19th
      day
      of July, 2006.

    


    


    


    WPCS
      INTERNATIONAL INCORPORATED

     

     

     

    
      	
              By: /s/
                ANDREW HIDALGO

              
                

              

              Andrew Hidalgo,

              President

            	
              /s/ DANIEL G. LESTER 

              
                

              
Daniel G. Lester
	 	 
	 	
              /s/ CHIRSTOPHER P. LESTER  

              
                
Christopher
                P. Lester

            
	 	 
	 	
              /s/ MICHAEL D. LESTER

              
                
Michael
                D. Lester

            
	 	 
	 	
              /s/ THOMAS A. LESTER

              
                
Thomas
                A. Lester

            
	 	 
	 	
              /s/ KARL F. EICKEMEYER

              
                
Karl
                F. Eickemeyer

            
	 	 
	 	
              /s/ ANTHONY ANKERSMIT

              
                
Anthony
                Ankersmit

            


    

    


        

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