ex102.htm


    Exhibit
      10.2

     

     

    ESCROW
      AGREEMENT

     

    
      	
              BETWEEN

               

              JAMES
                DESIGN PTY LTD ACN 010 768
                359

               

              (“Company”)

               

              AND

               

              WPCS
                AUSTRALIA PTY LTD ACN 128 426 602

               

              (“WPCS”)

               

              THE
                SHAREHOLDERS DESCRIBED IN SCHEDULE 1

               

              (“Shareholders”)

               

              AND

               

              GILSHENAN
                & LUTON LEGAL GROUP

               

              (“Escrow
                Agent”)

               

            


    

    


     

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

     

     

    
      	 	 	 PAGE
	 	 	 
	 	BACKGROUND 	
               3

            
	 	 	 	
               

            
	 	
              OPERATIVE
                PART

            	
               3

            
	 	 	 	
               

            
	1 	
              DEFINITIONS
&
                INTERPRETATION  

            	
               3

            
	 	 	 	
               

            
	 	
              1.1

            	
              Definitions 

            	
               3

            
	 	 	 	
               

            
	 	1.2	
              Interpretation 

            	
               4

            
	 	 	 	
               

            
	2 	
              ESCROWED
                FUNDS  

            	
              5

            
	 	 	 	
               

            
	 	
              2.1

            	
              Appointment
                of Escrow
                Agent 

            	
               5

            
	 	 	 	
               

            
	 	
              2.2

            	
              Payment
                of Escrowed
                Funds 

            	
               5

            
	 	 	 	
               

            
	 	
              2.3

            	
              Retention
                of Escrowed
                Funds 

            	
               5

            
	 	 	 	
               

            
	 	
              2.4

            	
              Reduction
                of Purchase
                Price 

            	
               5

            
	 	 	 	
               

            
	 	
              2.5

            	
              Release
                of Escrowed
                Funds 

            	
               5

            
	 	 	 	
               

            
	 	
              2.6

            	
              Rights
                and obligations Escrow
                Agent 

            	
               5

            
	 	 	 	
               

            
	3	
              APPOINTMENT
                OF
                COUNSEL  

            	
               6

            
	 	 	 	
               

            
	 	
              3.1

            	
              Reimbursement
                of fees and
                disbursements 

            	
               6

            
	 	 	 	
               

            
	 	
              3.2

            	
              Indemnity 

            	
               7

            
	 	 	 	
               

            
	
              4

            	GENERAL	
               7

            
	 	 	 	
               

            
	 	
              4.1

            	
              Action
                by Escrow
                Agent 

            	
               7

            
	 	 	 	
               

            
	 	
              4.2

            	
              Amendment 

            	
               7

            
	 	 	 	
               

            
	 	
              4.3

            	
              No
                waiver 

            	
               7

            
	 	 	 	
               

            
	 	
              4.4

            	
              Entire
                agreement 

            	
               7

            
	 	 	 	
               

            
	 	
              4.5

            	
              Further
                assurances 

            	
               8

            
	 	 	 	
               

            
	 	
              4.6

            	
              Severability 

            	
               8

            
	 	 	 	
               

            
	 	
              4.7

            	
              Assignment 

            	
               8

            
	 	 	 	
               

            
	 	
              4.8

            	
              Party
                acting as
                trustee 

            	
               8

            
	 	 	 	
               

            
	 	
              4.9

            	
              Notices 

            	
               8

            
	 	 	 	
               

            
	 	
              4.10

            	
              Governing
                law 

            	
               9

            
	 	 	 	
               

            
	EXECUTION 	
               11

            


    

     

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     ESCROW
      AGREEMENT

     

     

    
      	THIS
              AGREEMENT is made
              this      	day
              of 	
               2007

            


    

                                                                 

    
      	
              BETWEEN

            	
              JAMES
                DESIGN PTY LTD ACN 010 768 359 of 206 Logan Road, Woolloongabba
                in the State of Queensland, 4102; Australia (the
                “Company”);

            


    

     

    
      	
              AND

            	
              WPCS
                AUSTRALIA PTY LTD ACN 128 426 602 care of Gilshenan & Luton
                Legal Group, Level 13, 259 Queen Street, Brisbane in the State of
                Queensland, 4000, Australia (the
“WPCS”);

            


    

     

    
      	
              AND

            	
              THE
                SHAREHOLDERS DESCRIBED IN ATTACHED SCHEDULE  (the
                “Shareholders”);

            


    

     

    
      	
              AND

            	
              GILSHENAN
                & LUTON PTY LTD ACN 125 138 589 AS TRUSTEE OF THE GILSHENAN &
                LUTON UNIT TRUST TRADING AS GILSHENAN & LUTON LEGAL GROUP
                of  Level 13, 259 Queen Street, Brisbane QLD 4000,
                Australia (the ‘Escrow Agent’).

            


    

     

    BACKGROUND

     

    
      	
              (A)  

            	
              The
                Company, the Buyer and the Shareholders together with the directors
                of the
                Company have entered into a Share Purchase Agreement on or about
                the date
                of this Agreement (the "Purchase Agreement") regarding the respective
                sale
                and purchase of the 190 fully paid ordinary shares of the
                Company.

            


    

     

    
      	
              (B)  

            	
              As
                required by Clause 4.4 of the Purchase Agreement, WPCS and the
                Shareholders wish to provide for the escrow of certain monies pursuant
                to
                the Purchase Agreement, and desire that the Escrow Agent hold such
                monies
                pursuant to the provisions of this Agreement.  The Escrow Agent
                is willing to hold such cash pursuant to the provisions of this
                Agreement.

            


    

     

    OPERATIVE
      PART

     

    
      	
              1  

            	
              DEFINITIONS
                & INTERPRETATION

            


    

     

    
      	
              1.1  

            	
              Definitions

            


    

     

    
      	
              1.1.1  

            	
              “Buyer”
                means the WPCS Australia Pty Ltd ACN 128 426
                602;

            


    

     

    
      	
              1.1.2  

            	
              “Commencement
                date” means the date of this
                Agreement;

            


    

     

    
      	
              1.1.3  

            	
              “Company”
                means James Design Pty Ltd ACN 010 768
                359;

            


    

     

    
      	
              1.1.4  

            	
              “Escrow
                Account” means the account maintained by the Escrow Agent in
                terms of this Agreement;

            


    

     

    
      	
              1.1.5  

            	
              “Escrow
                Agent” means Gilshenan & Luton Pty Ltd ACN 125 138 589 as
                trustee of the Gilshenan & Luton Unit Trust trading as Gilshenan &
                Luton Legal Group of  Level 13, 259 Queen Street, Brisbane QLD
                4000, Australia;

            


    

     

    
      	
              1.1.6  

            	
              “Escrowed
                Funds” means the sum of USD
                $120,000.00;

            


    

     

    
      	
              1.1.7  

            	
              “Respective
                Proportions” means :

            


    

     

    
      	
              (a)  

            	
              in
                respect of WPCS – 50%;

            


    

     

    
      	
              (b)  

            	
              in
                respect of each of the Shareholders the number (expressed as a percentage)
                determined in accordance with the following formula
                :

            


    

     

    A   =   (
      C / 190 ) x 100

       2

    where
      C
      equals the number of Shares held by the Shareholders as set out in Schedule
      1 of
      this Agreement;

     

    
      	
              1.1.8  

            	
              “Schedule”
                means the schedule to this
                Agreement;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              1.1.9  

            	
              “Seller”
                means the Shareholders described in the attached
                Schedule;

            


    

     

    
      	
              1.1.10  

            	
              “NTAV”
                means the net tangible asset value
                adjustment as determined by Clauses 3.3.7 and 3.3.8 of the Purchase
                Agreement.

            


    

     

      All
      capitalized terms contained herein and not otherwise defined shall have the
      meaning ascribed to them in the Purchase Agreement.

     

    
      	
              1.2  

            	
              Interpretation

            


    

     

      In
      the
      interpretation of this Agreement, unless the context otherwise
      requires:

     

    
      	
              1.2.1  

            	
              singular
                includes plural and vice versa;

            


    

     

    
      	
              1.2.2  

            	
              any
                gender includes each other gender;

            


    

     

    
      	
              1.2.3  

            	
              a
                reference to a person includes a reference to an individual, corporation,
                incorporated or unincorporated association, trust, partnership and
                governmental or quasi-governmental department, council, agency, authority
                or other body;

            


    

     

    
      	
              1.2.4  

            	
              a
                reference to writing includes any means of representing or reproducing
                words, figures, drawings or symbols in a visible, tangible form,
                in
                English;

            


    

     

    
      	
              1.2.5  

            	
              a
                reference to any legislation or to any provision of any legislation
                includes any modification or re-enactment of it, any legislative
                provision
                substituted for it and all regulations and statutory instruments
                issued
                under it;

            


    

     

    
      	
              1.2.6  

            	
              a
                reference to any party includes a reference to each of its staff
                and
                successors and permitted assigns, as well as any liquidator, provisional
                liquidator, receiver, manager or administrator duly appointed under
                the
                Corporations Act, any person authorised to act on its behalf under
                power
                of attorney, and any other person duly authorised in writing to act
                on its
                behalf in respect of any of the purposes of provisions of this
                Agreement;

            


    

     

    
      	
              1.2.7  

            	
              a
                reference to any agreement or document is that agreement or document
                as
                amended, novated, supplemented, varied or replaced from time to time,
                except to the extent prohibited by this Agreement or that other agreement
                or document;

            


    

     

    
      	
              1.2.8  

            	
              a
                reference to "dollars" or "$" is to American (USD) currency and American
                (USD) dollars and cents United States
                currency;

            


    

     

    
      	
              1.2.9  

            	
              a
                reference to "conduct" includes any omission and any representation,
                statement or undertaking, whether or not in
                writing;

            


    

     

    
      	
              1.2.10  

            	
              a
                reference to the "knowledge", "belief" or "awareness" of any person
                in
                relation to a matter means the knowledge, belief or awareness that
                the
                person would have if it had made all reasonable enquiries in the
                circumstances;

            


    

     

    
      	
              1.2.11  

            	
              mentioning
                anything after "include", "includes" or "including" does not limit
                what
                else might be included;

            


    

     

    
      	
              1.2.12  

            	
              headings
                are used for ease of reference and convenience only and are not to
                be
                construed as forming any part of this Agreement;
                and

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              1.2.13  

            	
              where
                any word or phrase is given a defined meaning, other than grammatical
                form
                of that word or phrase has a corresponding
                meaning.

            


    

     

    
      	
              2  

            	
              ESCROWED
                FUNDS

            


    

     

    
      	
              2.1  

            	
              Appointment
                of Escrow Agent

            


    

     

    
      	
              2.1.1  

            	
              WPCS
                and the Shareholders hereby appoint the Escrow Agent to hold the
                Escrowed
                Funds, in a trust account, and the Escrow Agent accepts such appointment,
                subject to the terms and conditions
                hereof.

            


    

     

    
      	
              2.1.2  

            	
              The
                Escrowed Account shall be denominated in USD
                currency.

            


    

     

    
      	
              2.2  

            	
              Payment
                of Escrowed Funds

            


    

     

    
      	
              2.2.1  

            	
              The
                parties acknowledge that WPCS has, prior to the execution of this
                Escrow
                Agreement, delivered by way of electronic transfer to the Escrow
                Agent the
                Escrowed Funds and hereby irrevocably instructs the Escrow Agent
                to deal
                with the Escrowed Funds on and subject to the terms
                hereof.

            


    

     

    
      	
              2.3  

            	
              Retention
                of Escrowed Funds

            


    

     

    
      	
              2.3.1  

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

            


    

     

    
      	
              2.4  

            	
              Reduction
                of Purchase Price

            


    

     

    
      	
              2.4.1  

            	
              In
                the event the NTAV as of the Completion Date shall be less than
                USD$55,000, the Purchase Price shall be reduced by the amount of
                the
                shortfall and such amount shall be released to
                WPCS.

            


    

     

    
      	
              2.4.2  

            	
              The
                balance of any amount remaining after the delivery of payments required
                pursuant to Clause 2.4.1 above (the “Escrow Payment”) shall be delivered
                to the Shareholders, pro rata, based upon their ownership of Shares,
                within three (3) business days of
                either:

            


    

     

    
      	
              (a)  

            	
              the
                date that the Seller gives notice of its agreement with the Buyer’s
                calculation of the NTAV under Clause 3.3.2 of the of the Purchase
                Agreement; or

            


    

     

    
      	
              (b)  

            	
              the
                date that the NTAV is determined by an Independent Accounting Firm
                under
                Clause 3.3.3 of the Purchase
                Agreement.

            


    

     

    
      	
              2.5  

            	
              Release
                of Escrowed Funds

            


    

     

    
      	
              2.5.1  

            	
              The
                Escrow Agent shall only deliver the Escrowed Funds
                upon:

            


    

     

    
      	
              (a)  

            	
              written
                notification signed by each of the Shareholders and WPCS of final
                determination of the NTAV, or

            


    

     

    
      	
              (b)  

            	
              delivery
                to the Escrow Agent of a written determination of the NTAV by an
                Independent Accounting Firm under Clause 3.3.3 of the Purchase
                Agreement.

            


    

     

    
      	
              2.5.2  

            	
              Notwithstanding
                Clause 2.5.1, the Escrow Agent shall, from time to time, deliver
                all or
                some of the Escrowed Funds to WPCS or the shareholders in accordance
                with
                such written instructions, jointly executed by WPCS and the shareholders,
                as the Escrow Agent may receive.

            


    

     

    
      	
              2.6  

            	
              Rights
                and obligations Escrow
                Agent

            


    

     

    
      	
              2.6.1  

            	
              The
                Escrow Agent shall at all times comply with the requirements of the
                Trust
                Accounts Act 1973 (Qld) and the Trust Accounts Regulations 1999 (Qld)
                with
                respect to the receipt, management and disbursement of the Escrowed
                Funds
                under this Agreement, and the parties to this Agreement acknowledge
                and
                agree that those requirements prevail over the provisions of this
                Agreement to the extent of any inconsistency between
                them.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              2.6.2  

            	
              Subject
                to Clause 2.6.1, the Escrow Agent shall not be under any duty to
                give the
                Escrowed Funds any greater degree of care than it gives its own similar
                property, and it shall have no liability hereunder, except for the
                wilful
                breach of its duties hereunder.

            


    

     

    
      	
              2.6.3  

            	
              Subject
                to Clause 2.6.1, the Escrow Agent shall have no duties or responsibilities
                except those expressly set forth herein and no implied duties or
                obligations should be read into this Escrow Agreement against the
                Escrow
                Agent.  The Escrow Agent need not refer to, and will not be
                bound by, the provisions of any other agreement, except for definitions
                of
                terms contained in the Purchase
                Agreement.

            


    

     

    
      	
              2.6.4  

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

            


    

     

    
      	
              2.6.5  

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

            


    

     

    
      	
              2.6.6  

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

            


    

     

    
      	
              2.6.7  

            	
              In
                the event that the Escrow Agent shall be uncertain as to its duties
                or
                rights hereunder, or shall receive instructions from WPCS and the
                Shareholders or both of them, with respect to the Escrowed Funds,
                which,
                in its opinion, are in conflict with any of the provisions
                hereof:

            


    

     

    
      	
              (a)  

            	
              it
                shall be entitled to refrain from taking any action, and in doing
                so shall
                not become liable in any way or to any person for its failure or
                refusal
                to comply with such conflicting demands, and it shall be entitled
                to
                continue so to refrain from acting and so refuse to act until it
                shall be
                directed otherwise, in writing, jointly by WPCS and the shareholders
                or
                until it shall receive a final determination of a court of law,
                arbitration panel, or similar adjudicative body,
                or

            


    

     

    
      	
              (b)  

            	
              it
                may commence an action in any court of competent jurisdiction to
                seek an
                adjudication of the rights of WPCS and the
                shareholders.

            


    

     

    
      	
              2.6.8  

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

            


    

     

    
      	
              3  

            	
              APPOINTMENT
                OF COUNSEL

            


    

     

    
      	
              3.1  

            	
              Reimbursement
                of fees and disbursements

            


    

     

    
      	
              3.1.1  

            	
              In
                the event that the Escrow Agent retains counsel or otherwise incurs
                any
                legal fees by virtue of any provision of this Escrow Agreement, the
                reasonable fees and disbursements of such counsel and any other liability,
                loss or expense which the Escrow Agent may thereafter suffer or incur
                in
                connection with this Escrow Agreement or the performance or attempted
                performance in good faith of its duties hereunder shall be paid (or
                reimbursed to it) by WPCS and the Shareholders severally in their
                Respective Proportions.

            


    

     

    
      	
              3.1.2  

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

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              3.2  

            	
              Indemnity

            


    

     

    
      	
              3.2.1  

            	
              WPCS
                and the Shareholders severally in their Respective Proportions hereby
                unconditionally agree to indemnify the Escrow Agent and hold it harmless
                from and against any and all taxes (including federal, state and
                local
                taxes of any kind and other governmental charges), expenses, damages,
                actions, suits or other charges incurred by or brought or assessed
                against
                it for :

            


    

     

    
      	
              (a)  

            	
              anything
                done or omitted by it in the performance of its duties hereunder,
                or

            


    

     

    
      	
              (b)  

            	
              on
                account of acting in its capacity as an Escrow Agent or stakeholder
                hereunder, except as a result of its wilful breach of its duties
                under
                this Escrow Agreement.

            


    

     

    
      	
              3.2.2  

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

            


    

     

    
      	
              3.2.3  

            	
              The
                agreements contained in this 3.2 shall survive any termination of
                the
                duties of the Escrow Agent
                hereunder.

            


    

     

    
      	
              4  

            	
              GENERAL

            


    

     

    
      	
              4.1  

            	
              Action
                by Escrow Agent

            


    

     

    
      	
              4.1.1  

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

            


    

     

    
      	
              4.2  

            	
              Amendment

            


    

     

    
      	
              4.2.1  

            	
              This
                Agreement may be amended only by another agreement executed by all
                parties
                who may be affected by the
                amendment.

            


    

     

    
      	
              4.3  

            	
              No
                waiver

            


    

     

    
      	
              4.3.1  

            	
              No
                failure to exercise and no delay in exercising any right, power or
                remedy
                under this Agreement will operate as a waiver.  Nor will any
                single or partial exercise of any right, power or remedy preclude
                any
                other or further exercise of that or any other right, power or
                remedy.

            


    

     

    
      	
              4.4  

            	
              Entire
                agreement

            


    

     

    
      	
              4.4.1  

            	
              Subject
                to Clause 4.2, this Agreement constitutes the sole and entire agreement
                between the parties.  No warranties, representations, guarantees
                or other terms or conditions of any kind not contained and recorded
                in
                this Agreement are of any force or
                effect.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              4.5  

            	
              Further
                assurances

            


    

     

    
      	
              4.5.1  

            	
              Each
                party must take all steps, execute all documents and do everything
                reasonably required by the other party to give effect to any of the
                transactions contemplated by this
                Agreement.

            


    

     

    
      	
              4.6  

            	
              Severability

            


    

     

    
      	
              4.6.1  

            	
              If
                any provision of this Agreement is invalid and not enforceable in
                accordance with its terms, all other provisions which are self-sustaining
                and capable of separate enforcement without regard to the invalid
                provisions are and continue to be valid and enforceable in accordance
                with
                their terms.

            


    

     

    
      	
              4.7  

            	
              Assignment

            


    

     

    
      	
              4.7.1  

            	
              The
                rights and obligations of each party under this Agreement are
                personal.  They cannot be assigned, charged or otherwise dealt
                with, and no party shall attempt or purport to do so without the
                prior
                written consent of all the parties.

            


    

     

    
      	
              4.8  

            	
              Party
                acting as trustee

            


    

     

    
      	
              4.8.1  

            	
              If
                a party enters into this Agreement as trustee of a trust, the party
                and
                its successors as trustee of the trust are liable under this Agreement
                in
                their own right and as trustee of the trust.  Nothing releases
                the party from any liability in its personal capacity.  The
                party warrants that:

            


    

     

    
      	
              (a)  

            	
              all
                the powers and discretions conferred by the deed establishing the
                trust
                are capable of being validly exercised by the party as trustee and
                have
                not been varied or revoked;

            


    

     

    
      	
              (b)  

            	
              the
                trust is a valid and subsisting
                trust;

            


    

     

    
      	
              (c)  

            	
              the
                party is the sole trustee of the trust and has full and unfettered
                power
                under the terms of the deed establishing the trust to enter into
                and be
                bound by this Agreement on behalf of the
                trust;

            


    

     

    
      	
              (d)  

            	
              this
                Agreement is executed and entered into as part of the due and proper
                administration of the trust and for the benefit of the beneficiaries
                of
                the trust; and

            


    

     

    
      	
              (e)  

            	
              no
                restriction on the party's right of indemnity out of, or lien over,
                the
                trust's assets exists, or will be created or permitted to exist,
                and that
                right has priority over the right of the beneficiaries to the trust's
                assets.

            


    

     

    
      	
              4.9  

            	
              Notices

            


    

     

    
      	
              4.9.1  

            	
              Each
                notice given under this Agreement:

            


    

     

    
      	
              (a)  

            	
              must
                be typed or in legible writing;

            


    

     

    
      	
              (b)  

            	
              must
                be in the English language;

            


    

     

    
      	
              (c)  

            	
              must
                be signed by the party giving the notice;
                and

            


    

     

    
      	
              (d)  

            	
              be
                addressed to the party at that party's address given at the beginning
                of
                this Agreement, or to a facsimile machine located at that address
                (as
                applicable);

            


    

     

    
      	
              4.9.2  

            	
              Each
                notice given under this Agreement may only be served personally,
                by
                prepaid post or by facsimile transmission.  In that
                regard:

            


    

     

    
      	
              (a)  

            	
              Subject
                to Clause 4.9.3, if a notice given under this Agreement is served
                personally, it is deemed to be served the day it is
                served.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              Subject
                to Clause 4.9.3, if a notice given under this Agreement is served
                by
                prepaid post, it is deemed to be served two business days after
                posting.

            


    

     

    
      	
              (c)  

            	
              If
                a notice given under this Agreement is served by facsimile transmission
                within Business Hours, it is deemed to be served when the facsimile
                machine through which it was sent produces a report indicating a
                successful transmission of the
                notice.

            


    

     

    
      	
              (d)  

            	
              If
                a notice given under this Agreement is served by facsimile transmission
                outside Business Hours, it is deemed to be served at the commencement
                of
                the next Business Hour after the time when the facsimile machine
                through
                which it was sent produces a report indicating a successful transmission
                of the notice.

            


    

     

    
      	
              4.9.3  

            	
              If
                delivery or receipt is outside Business Hours, the notice is taken
                to have
                been given during Business Hours on the next Business
                Day.

            


    

     

    
      	
              4.10  

            	
              Governing
                law

            


    

     

    
      	
              4.10.1  

            	
              This
                Agreement is governed by and construed in accordance with laws applicable
                in the State of Queensland,
                Australia.

            


    

     

    
      	
              4.10.2  

            	
              Each
                party submits to the respective jurisdictions (including, where
                applicable, the non-exclusive jurisdictions) of the courts of Queensland,
                Australia, as well as all other Australian courts or tribunals having
                jurisdiction over laws applicable in the State of Queensland,
                Australia.

            


    

     

    
      	
              4.10.3  

            	
              Any
                proceedings in respect of any cause of action arising under this
                Agreement
                must be instituted, heard and determined in a court of competent
                jurisdiction in Queensland,
                Australia.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

     

    (SHAREHOLDERS)

     

    


    
      	
              Steven
                Peter James

                 of
                167 Andrew Road, Greenbank Qld 4124

            	
              1
                Ordinary Share

            
	
              Annette
                Beryl James

                 of
                167 Andrew Road, Greenbank Qld 4124

            	
              1
                Ordinary Share

            
	
              Adrian
                Kent Ferris & Lionel John Ferris jointly as trustees

                 of
                15 Walton Street, Dutton Park Qld 4102

            	
              20
                Ordinary Shares

            
	
              Margo
                Donoghue

                 of
                36 Quirinal Crescent, Seven Hills Qld 4170

            	
              10
                Ordinary Shares

            
	
              Annette
                Beryl James & Steven Peter James jointly as trustees

                 of
                167 Andrew Road, Greenbank Qld 4124

            	
              143
                Ordinary Shares

            
	
              David
                Arthur Hunter & Leonne Rosslyn Whibley jointly as
                trustees

                 of
                14 Beldale Court, Wellington Point Qld 4160

            	
              15
                Ordinary Shares

            
	
              TOTAL

            	
              190
                Ordinary Shares

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    EXECUTION

     

     

    Executed
      as an Agreement.


     

    
      	
              Executed
                by WPCS AUSTRALIA PTY LTD ACN 128 426 602 in
                accordance with section 127 of the Corporations Act
                2001:

               

            	
              )

              )

              )

               

            	 
	
              ______________________________

              Director/Company
                Secretary

            	 	
              ______________________________

              Director

            
	 	 	 
	
              ______________________________

              Name
                of Director/Company Secretary

              (BLOCK
                LETTERS)

            	 	
              ______________________________

              Name
                of Director

              (BLOCK
                LETTERS)

            


    

     

    


     

    
      	
              Executed
                by STEVEN PETER JAMES

               

            	 	 
	
              at (suburb)

            	 
	 	 
	
              on (date)

            	 
	 	 	
              Signature

            
	
              in
                the presence of:

            	 	 
	 	 
	 
	 
	
              Witness

            	 
	 	 
	 	 
	
              Name

            	 	 


    

    


    
      	
              Executed
                by ANNETTE BERYL JAMES

               

            	 	 
	
              at (suburb)

            	 
	 	 
	
              on (date)

            	 
	 	 	
              Signature

            
	
              in
                the presence of:

            	 	 
	 	 
	 
	 
	
              Witness

            	 
	 	 
	 	 
	
              Name

            	 	 


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    
      	
              Executed
                by ADRIAN KENT FERRIS

               

            	 	 
	
              at (suburb)

            	 
	 	 
	
              on (date)

            	 
	 	 	
              Signature

            
	
              in
                the presence of:

            	 	 
	 	 
	 
	 
	
              Witness

            	 
	 	 
	 	 
	
              Name

            	 	 


    

    


    
      	
              Executed
                by LIONEL JOHN FERRIS

               

            	 	 
	
              At (suburb)

            	 
	 	 
	
              on (date)

            	 
	 	 	
              Signature

            
	
              in
                the presence of:

            	 	 
	 	 
	 
	 
	
              Witness

            	 
	 	 
	 	 
	
              Name

            	 	 


    

    


    
      	
              Executed
                by MARGO DONOGHUE

               

            	 	 
	
              At (suburb)

            	 
	 	 
	
              on (date)

            	 
	 	 	
              Signature

            
	
              in
                the presence of:

            	 	 
	 	 
	 
	 
	
              Witness

            	 
	 	 
	 	 
	
              Name

            	 	 


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              Executed
                by DAVID ARTHUR HUNTER

               

            	 	 
	
              At (suburb)

            	 
	 	 
	
              on (date)

            	 
	 	 	
              Signature

            
	
              in
                the presence of:

            	 	 
	 	 
	 
	 
	
              Witness

            	 
	 	 
	 	 
	
              Name

            	 	 


    

    


    


    


    
      	
              Executed
                by LEONNE ROSSLYN WHIBLEY

               

            	 	 
	
              at (suburb)

            	 
	 	 
	
              on (date)

            	 
	 	 	
              Signature

            
	
              in
                the presence of:

            	 	 
	 	 
	 
	 
	
              Witness

            	 
	 	 
	 	 
	
              Name

            	 	 


    

    


    


    
      	
              Executed
                on behalf of GILSHENAN & LUTON PTY LTD ACN 125 138 589 AS
                TRUSTEE OF THE GILSHENAN & LUTON UNIT TRUST TRADING AS GILSHENAN &
                LUTON LEGAL GROUP by two Legal Practitioner
                Directors

               

            	 	 
	
              at (suburb)

            	 	
              Legal
                Practitioner Director

            
	 	 	 
	
              on (date)

            	 	 
	 	 	
              Name
                (BLOCK LETTERS)

            
	 	 
	 	 
	 	 	 
	 	 	
              Legal
                Practitioner Director

            
	 	 	 
	 	 	 
	 	 	
              Name
                (BLOCK LETTERS)

            


    

     

     

     

    13