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WPCS Addresses Activist Shareholder

The rights will initially trade only with the shares of common stock to which they are attached and generally become exercisable only if a person or group becomes an "Acquiring Person" (as defined in the plan) by accumulating "Beneficial Ownership" (as defined in the plan) of 15% or more of the WPCS outstanding common stock. At such time, each right will entitle the shareholder (other than the Acquiring Person) to purchase WPCS shares of preferred stock or, in some circumstances, shares of the Acquiring Person's common stock, having a value equal to twice the exercise price of the right which is initially $15 per right."

"The rights plan provides that a person or group currently owning 15% or more of WPCS outstanding common stock will not be deemed an Acquiring Person if the person or group does not subsequently accumulate an additional 1% of the WPCS outstanding common stock through open market purchases, expansion of a group or other means. The rights plan requires a committee of independent directors to assess every five years whether the rights plan remains in the best interest of WPCS shareholders. Additional details regarding the rights plan, including a copy of the plan, will be outlined in WPCS filings with the Securities and Exchange Commission. These filings will be available on www.sec.gov and WPCS will make available to its shareholders, upon request a Summary of Rights that describes the material terms of the rights plan."

About WPCS International Incorporated:

WPCS is a design-build engineering company that focuses on the implementation requirements of communications infrastructure. The company provides its engineering capabilities including wireless communication, specialty construction and electrical power to the public services, healthcare, energy and corporate enterprise markets worldwide. For more information, please visit www.wpcs.com

Statements about the company's future expectations, including future revenue and earnings and all other statements in this press release, other than historical facts, are "forward looking" statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such forward looking statements involve risks and uncertainties and are subject to change at any time.  The company's actual results could differ materially from expected results.  In reflecting subsequent events or circumstances, the company undertakes no obligation to update forward-looking statements.
    
    
    CONTACT: 
    
    WPCS International Incorporated
    610-903-0400 x101
    ir@wpcs.com

SOURCE WPCS International Incorporated

Copyright 2009 PR Newswire. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.
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