Exhibit 10.2


    Exhibit
      10.2

     

    SECURITY
      AGREEMENT

     

    (Multiple
      Use)

     

    1.  THE
      SECURITY.
      The
      undersigned, WPCS International Incorporated, a Delaware corporation (“WPCS”),
      Clayborn Contracting Group, Inc., a California corporation (“Clayborn”), Heinz
      Corporation, a Missouri corporation (“Heinz”), New England Communications
      Systems, Inc., a Connecticut corporation (“New England”), Quality Communications
& Alarm Company, Inc., a New Jersey corporation (“Quality”), Southeastern
      Communication Service, Inc., a Florida corporation (“Southeastern”) and Walker
      Comm, Inc., a California corporation (“Walker”) (WPCS, Clayborn, Heinz, New
      England, Quality, Southeastern and Walker, collectively, the “Pledgor”) hereby
      assigns and grants to Bank of America, N.A. (the “Bank”) a security interest in
      the following described property now owned or hereafter acquired by the Pledgor
      (“Collateral”):

     

    (a)  All
      accounts, contract rights, chattel paper, instruments, deposit accounts, letter
      of credit rights, payment intangibles and general intangibles, including all
      amounts due to the Pledgor from a factor; rights to payment of money from the
      Bank under any Swap Contract (as defined in Paragraph 2 below); and all returned
      or repossessed goods which, on sale or lease, resulted in an account or chattel
      paper.

     

    (b)  All
      inventory, including all materials, work in process and finished
      goods.

     

    (c)  All
      machinery, furniture, fixtures and other equipment of every type now owned
      or
      hereafter acquired by the Pledgor, (including, but not limited to, the equipment
      described in the attached Equipment Description, if any).

     

    (d)  All
      of
      the Pledgor’s deposit accounts with the Bank. The Collateral shall include any
      renewals or rollovers of the deposit accounts, any successor accounts, and
      any
      general intangibles and choses in action arising therefrom or related
      thereto.

     

    (e)  All
      instruments, notes, chattel paper, documents, certificates of deposit,
      securities and investment property of every type. The Collateral shall include
      all liens, security agreements, leases and other contracts securing or otherwise
      relating to the foregoing.

     

    (f)  All
      general intangibles, including, but not limited to, (i)
      all
      patents, and all unpatented or unpatentable inventions; (ii)
      all
      trademarks, service marks, and trade names; (iii)
      all
      copyrights and literary rights; (iv)
      all
      computer software programs; (v)
      all mask
      works of semiconductor chip products; (vi)
      all
      trade secrets, proprietary information, customer lists, manufacturing,
      engineering and production plans, drawings, specifications, processes and
      systems. The Collateral shall include all good will connected with or symbolized
      by any of such general intangibles; all contract rights, documents,
      applications, licenses, materials and other matters related to such general
      intangibles; all tangible property embodying or incorporating any such general
      intangibles; and all chattel paper and instruments relating to such general
      intangibles.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (g)  All
      negotiable and nonnegotiable documents of title covering any
      Collateral.

     

    (h)  All
      accessions, attachments and other additions to the Collateral, and all tools,
      parts and equipment used in connection with the Collateral.

     

    (i)  All
      substitutes or replacements for any Collateral, all cash or non-cash proceeds,
      product, rents and profits of any Collateral, all income, benefits and property
      receivable on account of the Collateral, all rights under warranties and
      insurance contracts, letters of credit, guaranties or other supporting
      obligations covering the Collateral, and any causes of action relating to the
      Collateral.

     

    (j)  All
      books
      and records pertaining to any Collateral, including but not limited to any
      computer-readable memory and any computer hardware or software necessary to
      process such memory (“Books and Records”).

     

    2.  THE
      INDEBTEDNESS.
      The
      Collateral secures and will secure all Indebtedness of the Pledgor to the Bank.
      Each party obligated under any Indebtedness is referred to in this Agreement
      as
      a “Debtor.” “Indebtedness” means all debts, obligations or liabilities now or
      hereafter existing, absolute or contingent of the Debtor or any one or more
      of
      them to the Bank, whether voluntary or involuntary, whether due or not due,
      or
      whether incurred directly or indirectly or acquired by the Bank by assignment
      or
      otherwise. Indebtedness shall include, without limitation, all obligations
      of
      the Debtor arising under any Swap Contract. “Swap Contract” means any interest
      rate, credit, commodity or equity swap, cap, floor, collar, forward foreign
      exchange transaction, currency swap, cross currency rate swap, currency option,
      securities puts, calls, collars, options or forwards or any combination of,
      or
      option with respect to, these or similar transactions now or hereafter entered
      into between the Debtor and the Bank.

     

    3.  PLEDGOR’S
      COVENANTS.
      The
      Pledgor represents, covenants and warrants that unless compliance is waived
      by
      the Bank in writing:

     

    (a)  The
      Pledgor will properly preserve the Collateral; defend the Collateral against
      any
      adverse claims and demands; and keep accurate Books and Records.

     

    (b)  The
      Pledgor resides (if the Pledgor is an individual), or the Pledgor’s chief
      executive office (if the Pledgor is not an individual) is located, in the state
      specified on the signature page hereof. In addition, the Pledgor (if not an
      individual or other unregistered entity), is incorporated in or organized under
      the laws of the state specified on such signature page. The Pledgor shall give
      the Bank at least thirty (30) days notice before changing its residence or
      its
      chief executive office or state of incorporation or organization. The Pledgor
      will notify the Bank in writing prior to any change in the location of any
      Collateral, including the Books and Records.

     

    (c)  The
      Pledgor will notify the Bank in writing prior to any change in the Pledgor’s
      name, identity or business structure.

     

    (d)  Unless
      otherwise agreed, the Pledgor has not granted and will not grant any security
      interest in any of the Collateral except to the Bank, and will keep the
      Collateral free of all liens, claims, security interests and encumbrances of
      any
      kind or nature except the security interest of the Bank.

     

    
      
        
        

      

      
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    (e)  The
      Pledgor will promptly notify the Bank in writing of any event which affects
      the
      value of the Collateral, the ability of the Pledgor or the Bank to dispose
      of
      the Collateral, or the rights and remedies of the Bank in relation thereto,
      including, but not limited to, the levy of any legal process against any
      Collateral and the adoption of any marketing order, arrangement or procedure
      affecting the Collateral, whether governmental or otherwise.

     

    (f)  The
      Pledgor shall pay all costs necessary to preserve, defend, enforce and collect
      the Collateral, including but not limited to taxes, assessments, insurance
      premiums, repairs, rent, storage costs and expenses of sales, and any costs
      to
      perfect the Bank’s security interest (collectively, the “Collateral Costs”).
      Without waiving the Pledgor’s default for failure to make any such payment, the
      Bank at its option may pay any such Collateral Costs, and discharge encumbrances
      on the Collateral, and such Collateral Costs payments shall be a part of the
      Indebtedness and bear interest at the rate set out in the Indebtedness. The
      Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so
      incurred.

     

    (g)  Until
      the
      Bank exercises its rights to make collection, the Pledgor will diligently
      collect all Collateral.

     

    (h)  If
      any
      Collateral is or becomes the subject of any registration certificate,
      certificate of deposit or negotiable document of title, including any warehouse
      receipt or bill of lading, the Pledgor shall immediately deliver such document
      to the Bank, together with any necessary endorsements.

     

    (i)  The
      Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose
      of
      any Collateral except with the prior written consent of the Bank; provided,
      however, that the Pledgor may sell inventory in the ordinary course of
      business.

     

    (j)  The
      Pledgor will maintain and keep in force insurance covering the Collateral
      against fire and extended coverages, to the extent that any Collateral is of
      a
      type which can be so insured. Such insurance shall require losses to be paid
      on
      a replacement cost basis, be issued by insurance companies acceptable to the
      Bank and include a loss payable endorsement in favor of the Bank in a form
      acceptable to the Bank. Upon the request of the Bank, the Pledgor will deliver
      to the bank a copy of each insurance policy, or, if permitted by the Bank,
      a
      certificate of insurance listing all insurance in force.

     

    (k)  The
      Pledgor will not attach any Collateral to any real property or fixture in a
      manner which might cause such Collateral to become a part thereof unless the
      Pledgor first obtains the written consent of any owner, holder of any lien
      on
      the real property or fixture, or other person having an interest in such
      property to the removal by the Bank of the Collateral from such real property
      or
      fixture. Such written consent shall be in form and substance acceptable to
      the
      Bank and shall provide that the Bank has no liability to such owner, holder
      of
      any lien, or any other person.

     

    (l)  Exhibit
      “A” to this Agreement is a complete list of all patents, trademark and service
      mark registrations, copyright registrations, mask work registrations, and all
      applications therefor, in which the Pledgor has any right, title, or interest,
      throughout the world. To the extent required by the Bank in its discretion,
      the
      Pledgor will promptly notify the Bank of any acquisition (by adoption and use,
      purchase, license or otherwise) of any patent, trademark or service mark
      registration, copyright registration, mask work registration, and applications
      therefor, and unregistered trademarks and service marks and copyrights,
      throughout the world, which are granted or filed or acquired after the date
      hereof or which are not listed on the Exhibit. The Pledgor authorizes the Bank,
      without notice to the Pledgor, to modify this Agreement by amending the Exhibit
      to include any such Collateral.

     

    
      
        
        

      

      
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    (m)  The
      Pledgor will, at its expense, diligently prosecute all patent, trademark or
      service mark or copyright applications pending on or after the date hereof,
      will
      maintain in effect all issued patents and will renew all trademark and service
      mark registrations, including payment of any and all maintenance and renewal
      fees relating thereto, except for such patents, service marks and trademarks
      that are being sold, donated or abandoned by the Pledgor pursuant to the terms
      of its intellectual property management program. The Pledgor also will promptly
      make application on any patentable but unpatented inventions, registerable
      but
      unregistered trademarks and service marks, and copyrightable but uncopyrighted
      works. The Pledgor will at its expense protect and defend all rights in the
      Collateral against any material claims and demands of all persons other than
      the
      Bank and will, at its expense, enforce all rights in the Collateral against
      any
      and all infringers of the Collateral where such infringement would materially
      impair the value or use of the Collateral to the Pledgor or the Bank. The
      Pledgor will not license or transfer any of the Collateral, except for such
      licenses as are customary in the ordinary course of the Pledgor’s business, or
      except with the Bank’s prior written consent.

     

    4.  ADDITIONAL
      OPTIONAL REQUIREMENTS.
      The
      Pledgor agrees that the Bank may at its option at any time, whether or not
      the
      Pledgor is in default:

     

    (a)  Require
      the Pledgor to deliver to the Bank (i)
      copies
      of or extracts from the Books and Records, and (ii)
      information on any contracts or other matters affecting the
      Collateral.

     

    (b)  Examine
      the Collateral, including the Books and Records, and make copies of or extracts
      from the Books and Records, and for such purposes enter at any reasonable time
      upon the property where any Collateral or any Books and Records are
      located.

     

    (c)  Require
      the Pledgor to deliver to the Bank any instruments, chattel paper or letters
      of
      credit which are part of the Collateral, and to assign to the Bank the proceeds
      of any such letters of credit.

     

    (d)  Notify
      any account debtors, any buyers of the Collateral, or any other persons of
      the
      Bank’s interest in the Collateral.

     

    5.  DEFAULTS.
      Any one
      or more of the following shall be a default hereunder:

     

    (a)  Any
      Indebtedness is not paid when due, or any default occurs under any agreement
      relating to the Indebtedness, after giving effect to any applicable grace or
      cure periods.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (b)  The
      Pledgor breaches any term, provision, warranty or representation under this
      Agreement, or under any other obligation of the Pledgor to the Bank, and such
      breach remains uncured after any applicable cure period.

     

    (c)  The
      Bank
      fails to have an enforceable first lien (except for any prior liens to which
      the
      Bank has consented in writing) on or security interest in the
      Collateral.

     

    (d)  Any
      custodian, receiver or trustee is appointed to take possession, custody or
      control of all or a substantial portion of the property of the Pledgor or of
      any
      guarantor or other party obligated under any Indebtedness.

     

    (e)  The
      Pledgor or any guarantor or other party obligated under any Indebtedness becomes
      insolvent, or is generally not paying or admits in writing its inability to
      pay
      its debts as they become due, fails in business, makes a general assignment
      for
      the benefit of creditors, dies, or commences any case, proceeding or other
      action under any bankruptcy or other law for the relief of, or relating to,
      debtors.

     

    (f)  Any
      case,
      proceeding or other action is commenced against the Pledgor or any guarantor
      or
      other party obligated under any Indebtedness under any bankruptcy or other
      law
      for the relief of, or relating to, debtors.

     

    (g)  Any
      involuntary lien of any kind or character attaches to any Collateral, except
      for
      liens for taxes not yet due.

     

    (h)  The
      Pledgor
      has given the Bank any false or misleading information or
      representations.

     

    6.  BANK’S
      REMEDIES AFTER DEFAULT.
      In the
      event of any default, the Bank may do any one or more of the
      following:

     

    (a)  Declare
      any Indebtedness immediately due and payable, without notice or
      demand.

     

    (b)  Enforce
      the security interest given hereunder pursuant to the Uniform Commercial Code
      and any other applicable law.

     

    (c)  Enforce
      the security interest of the Bank in any deposit account of the Pledgor
      maintained with the Bank by applying such account to the
      Indebtedness.

     

    (d)  Require
      the Pledgor to obtain the Bank’s prior written consent to any sale, lease,
      agreement to sell or lease, or other disposition of any Collateral consisting
      of
      inventory.

     

    (e)  Require
      the Pledgor to segregate all collections and proceeds of the Collateral so
      that
      they are capable of identification and deliver daily such collections and
      proceeds to the Bank in kind.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (f)  Require
      the Pledgor to direct all account debtors to forward all payments and proceeds
      of the Collateral to a post office box under the Bank’s exclusive
      control.

     

    (g)  Require
      the Pledgor to assemble the Collateral, including the Books and Records, and
      make them available to the Bank at a place designated by the Bank.

     

    (h)  Enter
      upon the property where any Collateral, including any Books and Records, are
      located and take possession of such Collateral and such Books and Records,
      and
      use such property (including any buildings and facilities) and any of the
      Pledgor’s equipment, if the Bank deems such use necessary or advisable in order
      to take possession of, hold, preserve, process, assemble, prepare for sale
      or
      lease, market for sale or lease, sell or lease, or otherwise dispose of, any
      Collateral.

     

    (i)  Demand
      and collect any payments on and proceeds of the Collateral. In connection
      therewith the Pledgor irrevocably authorizes the Bank to endorse or sign the
      Pledgor’s name on all checks, drafts, collections, receipts and other documents,
      and to take possession of and open the mail addressed to the Pledgor and remove
      therefrom any payments and proceeds of the Collateral.

     

    (j)  Grant
      extensions and compromise or settle claims with respect to the Collateral for
      less than face value, all without prior notice to the Pledgor.

     

    (k)  Use
      or
      transfer any of the Pledgor’s rights and interests in any Intellectual Property
      now owned or hereafter acquired by the Pledgor, if the Bank deems such use
      or
      transfer necessary or advisable in order to take possession of, hold, preserve,
      process, assemble, prepare for sale or lease, market for sale or lease, sell
      or
      lease, or otherwise dispose of, any Collateral. The Pledgor agrees that any
      such
      use or transfer shall be without any additional consideration to the Pledgor.
      As
      used in this paragraph, “Intellectual Property” includes, but is not limited to,
      all trade secrets, computer software, service marks, trademarks, trade names,
      trade styles, copyrights, patents, applications for any of the foregoing,
      customer lists, working drawings, instructional manuals, and rights in processes
      for technical manufacturing, packaging and labeling, in which the Pledgor has
      any right or interest, whether by ownership, license, contract or
      otherwise.

     

    (l)  Have
      a
      receiver appointed by any court of competent jurisdiction to take possession
      of
      the Collateral. The Pledgor hereby consents to the appointment of such a
      receiver and agrees not to oppose any such appointment.

     

    (m)  Take
      such
      measures as the Bank may deem necessary or advisable to take possession of,
      hold, preserve, process, assemble, insure, prepare for sale or lease, market
      for
      sale or lease, sell or lease, or otherwise dispose of, any Collateral, and
      the
      Pledgor hereby irrevocably constitutes and appoints the Bank as the Pledgor’s
      attorney-in-fact to perform all acts and execute all documents in connection
      therewith.

     

    (n)  Without
      notice or demand to the Pledgor, set off and apply against any and all of the
      Indebtedness any and all deposits (general or special, time or demand,
      provisional or final) and any other indebtedness, at any time held or owing
      by
      the Bank or any of the Bank’s agents or affiliates to or for the credit of the
      account of the Pledgor or any guarantor or endorser of the Pledgor’s
      Indebtedness.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (o)  Exercise
      any other remedies available to the Bank at law or in equity.

     

    7.  WAIVER
      OF JURY TRIAL.
      THE PARTIES TO THIS AGREEMENT WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING
      TO
      WHICH THEY MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY
      PERTAINING TO, THIS AGREEMENT. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER
      CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO
      SUCH
      ACTION OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES
      TO
      THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY
      MADE.

     

    8.  MISCELLANEOUS.

     

    (a)  Any
      waiver, express or implied, of any provision hereunder and any delay or failure
      by the Bank to enforce any provision shall not preclude the Bank from enforcing
      any such provision thereafter.

     

    (b)  The
      Pledgor shall, at the request of the Bank, execute such other agreements,
      documents, instruments, or financing statements in connection with this
      Agreement as the Bank may reasonably deem necessary.

     

    (c)  All
      notes, security agreements, subordination agreements and other documents
      executed by the Pledgor or furnished to the Bank in connection with this
      Agreement must be in form and substance satisfactory to the Bank.

     

    (d)  This
      Agreement
      shall be
      governed by and construed according to the laws of the State of New York, to
      the
      jurisdiction of which the parties hereto submit.

     

    (e)  All
      rights and remedies herein provided are cumulative and not exclusive of any
      rights or remedies otherwise provided by law. Any single or partial exercise
      of
      any right or remedy shall not preclude the further exercise thereof or the
      exercise of any other right or remedy.

     

    (f)  All
      terms
      not defined herein are used as set forth in the Uniform Commercial
      Code.

     

    (g)  In
      the
      event of any action by the Bank to enforce this Agreement or to protect the
      security interest of the Bank in the Collateral, or to take possession of,
      hold,
      preserve, process, assemble, insure, prepare for sale or lease, market for
      sale
      or lease, sell or lease, or otherwise dispose of, any Collateral, the Pledgor
      agrees to pay immediately the costs and expenses thereof, together with
      reasonable attorney’s fees and allocated costs for in-house legal services to
      the extent permitted by law.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (h)  In
      the
      event the Bank seeks to take possession of any or all of the Collateral by
      judicial process, the Pledgor hereby irrevocably waives any bonds and any surety
      or security relating thereto that may be required by applicable law as an
      incident to such possession, and waives any demand for possession prior to
      the
      commencement of any such suit or action.

     

    (i)  This
      Agreement shall constitute a continuing agreement, applying to all future as
      well as existing transactions, whether or not of the character contemplated
      at
      the date of this Agreement, and if all transactions between the Bank and the
      Pledgor shall be closed at any time, shall be equally applicable to any new
      transactions thereafter.

     

    (j)  The
      Bank’s rights hereunder shall inure to the benefit of its successors and
      assigns. In the event of any assignment or transfer by the Bank of any of the
      Indebtedness or the Collateral, the Bank thereafter shall be fully discharged
      from any responsibility with respect to the Collateral so assigned or
      transferred, but the Bank shall retain all rights and powers hereby given with
      respect to any of the Indebtedness or the Collateral not so assigned or
      transferred. All representations, warranties and agreements of the Pledgor
      if
      more than one are joint and several and all shall be binding upon the personal
      representatives, heirs, successors and assigns of the Pledgor.

     

    9.  FINAL
      AGREEMENT.
      BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS
      DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO
      THE
      SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER,
      TERM
      SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT
      MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN
      OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT
      MAY
      NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
      ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

     


    
      
         

        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      The
        parties executed this Agreement as of April 10, 2007, intending to be legally
        bound.

       

      
        	 	
                BANK
                  OF AMERICA, N.A.

                 

              
	 	
                By:/s/
                  CHARLES W. GREENBERG

                
                  

                

                Charles
                  W. Greenberg 

              
	 	
                Title:
                  Senior Vice President

                 

              
	 	
                Address
                  for Notices:

                CT2-515-02-12

                70
                  Batterson Park Road

                Farmington,
                  CT 06032

                Farmington
                  - Attn: Notice Desk 

                Facsimile:
                  (860) 409-5486

                 

              
	
                Attested
                  to:

              	
                WPCS
                  INTERNATIONAL INCORPORATED, a Delaware corporation

                 

              
	
                /s/
                  CHARLES W. GREENBERG

                
                  
 

              	
                By:

              	
                /s/
                  JOSEPH A. HEATER

                
                  

                
Title:    Chief
                Financial Officer	
                [(Seal)]

              
	 	
                 

                 

              
	
                Attested
                  to:

              	
                CLAYBORN
                  CONTRACTING GROUP, INC., a California corporation 

                 

              
	
                /s/
                  CHARLES W. GREENBERG

                
                  

                

              	
                By:

              	
                /s/
                  JOSEPH A. HEATER

                

                Title:   
Chief
                  Financial Officer

              	
                [(Seal)]

              
	 	
                 

                 

              
	
                Attested
                  to:

              	
                HEINZ
                  CORPORATION, a Missouri corporation

                 

              
	
                /s/
                  CHARLES W. GREENBERG

                
                  

                

              	
                By:

              	
                /s/
                  JOSEPH A. HEATER

                
                  

                  Title:   
                    Chief
                    Financial Officer

                

              	
                [(Seal)]

              
	 	
                 

              


      

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      


      
        	
                Attested
                  to:

                 

              	
                NEW
                  ENGLAND COMMUNICATIONS SYSTEMS, INC., a Connecticut
                  corporation

              
	
                /s/
                  CHARLES W. GREENBERG

                

              	
                By:

              	
                /s/
                  JOSEPH A. HEATER

                
Title:  
Chief
                Financial Officer	
                [(Seal)]

              
	  	
                 

                 

              
	
                Attested
                  to:

              	
                QUALITY
                  COMMUNICATIONS & ALARM COMPANY, INC., a New Jersey
                  corporation

                 

              
	
                /s/
                  CHARLES W. GREENBERG

                
                  

                

              	
                By:

              	
                /s/
                  JOSEPH A. HEATER

                
                  
Title: 
 Chief
                  Financial Officer

              	
                [(Seal)]

              
	 	
                 

                 

              
	
                Attested
                  to:

                 

              	
                SOUTHEASTERN
                  COMMUNICATION SERVICE, INC., a Florida corporation

              
	
                /s/
                  CHARLES W. GREENBERG

                
                  

                

              	
                By:

              	
                /s/
                  JOSEPH A. HEATER

                
                  

                
Title:   Chief
                Financial Officer	
                [(Seal)]

              
	  	
                 

              
	
                Attested
                  to:

                 

              	
                WALKER
                  COMM, INC., a California corporation 

              
	
                /s/
                  CHARLES W. GREENBERG

                
                  

                

              	
                By:

              	
                /s/
                  JOSEPH A. HEATER

                
                  

                

                Title:   Chief
                  Financial Officer

              	
                [(Seal)]

              
	  	
                 

              


      

    

    
      
        
           

        

        
        

      

      
        10

        
          

        

      

      
        
        

        
        

      

    



    WPCS’s
      state of incorporation or organization

    (if
      Pledgor is a corporation, partnership, limited

    liability
      company or other registered entity): Delaware

    Mailing
      Address:

     

    


     

    One
      East
      Uwchlan Avenue

    Suite
      301

    Street
      Address

    Exton,
      PA
      19341

    City
      State Zip

    Clayborn’s
      state of incorporation or organization

    (if
      Pledgor is a corporation, partnership, limited

    liability
      company or other registered entity): California

     

    Mailing
      Address (if different from
      above):

     

    
      
        

      

    

    Street
      Address

     

      
        

      

    

    City
      State Zip

     

    Heinz’s
      state of incorporation or organization

    (if
      Pledgor is a corporation, partnership, limited

    liability
      company or other registered entity): Missouri

     

    Mailing
      Address (if different from
      above):

     

     

      
        

      

    

    Street
      Address

     

    
      
        

      

    

    City
      State Zip

     

    New
      England’s state of incorporation or organization

    (if
      Pledgor is a corporation, partnership, limited

    liability
      company or other registered entity): Connecticut

     

    Mailing
      Address (if different from
      above):

    
    

    
      
        

      

      Street
        Address

       

      
        
          

        

      

      City
        State Zip

       

       

    

    Quality’s
      state of incorporation or organization

    (if
      Pledgor is a corporation, partnership, limited

    liability
      company or other registered entity): New Jersey

     

     

    Mailing
      Address (if different from
      above):

     

    
       

       

        
          

        

      

      Street
        Address

       

      
        
          

        

      

      City
        State Zip



    Southeastern’s
      state of incorporation or organization

    (if
      Pledgor is a corporation, partnership, limited

    liability
      company or other registered entity): Florida

     

    Mailing
      Address (if different from
      above):

    
       

       

        
          

        

      

      Street
        Address

       

      
        
          

        

      

      City
        State Zip

    

     

     

    Walker’s
      state of incorporation or organization

    (if
      Pledgor is a corporation, partnership, limited

    liability
      company or other registered entity): California

     

    Mailing
      Address (if different from
      above):

     

     

     

      
        

      

    

    Street
      Address

     

    
      
        

      

    

    City
      State Zip


    
      
        
        

      

      
        11