AGREEMENT AND PLAN OF MERGER





THIS AGREEMENT AND PLAN OF MERGER is made as of the 13th day of November, 2002



AMONG:



                  WPCS INTERNATIONAL INCORPORATED, a corporation formed pursuant

                  to the laws of the State of Delaware and having an office for

                  business located at 140 South Village Avenue, Suite 20, Exton,

                  Pennsylvania 19341



                  ("WPCS")



AND:



                  INVISINET ACQUISITIONS INC., a body corporate formed pursuant

                  to the laws of the State of Delaware and a wholly owned

                  subsidiary of WPCS



                  (the "Acquirer")



AND:



                  INVISINET, INC., a body corporate formed pursuant to the laws

                  of the State of Delaware and having an office for business

                  located at 15 Manor Drive, Morristown, NJ 07960



                  ("Invisinet")



AND:



                  J. JOHNSON LLC, a body corporate formed pursuant to the laws

                  of the State of Delaware and having an office for business

                  located at 245 West Roosevelt Road, Boulevard 7, Suite 48,

                  West Chicago, IL 60185



                  ("Johnson")



AND:



                  E.J. VON SCHAUMBURG, an individual having an address at 15

                  Manor Drive, Morristown, NJ 07960



                  ("von Schaumburg", and together with Johnson the "Invisinet

                  Shareholders")













WHEREAS:



A. Invisinet is a Delaware corporation engaged in the business of providing

fixed wireless solutions and services for internal and external fixed wireless

connectivity;



B. The Invisinet Shareholders own 1,000 Invisinet Shares, being 100% of the

presently issued and outstanding Invisinet Shares;



C. WPCS is a reporting company whose common stock is quoted on the NASD

"Bulletin Board" and which is engaged in the business of providing fixed

wireless telecommunications services;



D. The respective Boards of Directors of WPCS, Invisinet and the Acquirer deem

it advisable and in the best interests of WPCS, Invisinet and the Acquirer that

the Acquirer merge with and into Invisinet (the "Merger") pursuant to this

Agreement and the Certificate of Merger, and the applicable provisions of the

laws of the State of Delaware; and



E. It is intended that the Merger shall qualify for United States federal income

tax purposes as a reorganization within the meaning of Section 368 of the

Internal Revenue Code of 1986, as amended.



NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises

and the mutual covenants, agreements, representations and warranties contained

herein, and other good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, the parties hereto hereby agree as follows:





                                    ARTICLE 1

                         DEFINITIONS AND INTERPRETATION



DEFINITIONS



1.1      In this Agreement the following terms will have the following meanings:



         (a)      "ACQUISITION SHARES" means the 1,000,000 WPCS Common Shares to

                  be issued to the Invisinet Shareholders at Closing pursuant to

                  the terms of the Merger;



         (b)      "AGREEMENT" means this agreement and plan of merger among

                  WPCS, the Acquirer, Invisinet, and the Invisinet Shareholders;



         (c)      "BONUS SHARE AGREEMENT" means the bonus share agreement to be

                  entered into on the Closing Date between WPCS and von

                  Schaumburg in the form attached hereto as Schedule "L";



         (d)      "CLOSING" means the completion, on the Closing Date, of the

                  transactions contemplated hereby in accordance with Article 9

                  hereof;



         (e)      "CLOSING DATE" means the day on which all conditions precedent

                  to the completion of the transaction as contemplated hereby

                  have been satisfied or waived;



         (f)      "COMMISSION" means the Securities and Exchange Commission;







                                       2







         (g)      "EFFECTIVE TIME" means the date of the filing of an

                  appropriate Certificate of Merger in the form required by the

                  State of Delaware, which certificate shall provide that the

                  Merger shall become effective upon such filing;



         (h)      "EMPLOYMENT AGREEMENT" means the employment agreement to be

                  entered into on the Closing Date between Invisinet and von

                  Schaumburg in the form attached hereto as Schedule "K";



         (i)      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as

                  amended;



         (j)      "INVISINET ACCOUNTS PAYABLE AND LIABILITIES" means all

                  accounts payable and liabilities of Invisinet, due and owing

                  or otherwise constituting a binding obligation of Invisinet

                  (other than a Invisinet Material Contract) as of September 30,

                  2002 as set forth in Schedule "A" hereto;



         (k)      "INVISINET ACCOUNTS RECEIVABLE" means all accounts receivable

                  and other debts owing to Invisinet, as of September 30, 2002

                  as set forth in Schedule "B" hereto;



         (l)      "INVISINET ASSETS" means the undertaking and all the property

                  and assets of the Invisinet Business of every kind and

                  description wheresoever situated including, without

                  limitation, Invisinet Equipment, Invisinet Inventory,

                  Invisinet Material Contracts, Invisinet Accounts Receivable,

                  Invisinet Cash, Invisinet Intangible Assets and Invisinet

                  Goodwill, and all credit cards, charge cards and banking cards

                  issued to Invisinet;



         (m)      "INVISINET BANK ACCOUNTS" means all of the bank accounts, lock

                  boxes and safety deposit boxes of Invisinet or relating to the

                  Invisinet Business as set forth in Schedule "C" hereto;



         (n)      "INVISINET BUSINESS" means all aspects of the business

                  conducted by Invisinet;



         (o)      "INVISINET CASH" means all cash on hand or on deposit to the

                  credit of Invisinet on the Closing Date;



         (p)      "INVISINET DEBT TO RELATED PARTIES" means the debts owed by

                  Invisinet and its subsidiaries to any of the Invisinet

                  Shareholders or to any family member thereof, or to any

                  affiliate, director or officer of Invisinet or the Invisinet

                  Shareholders as described in Schedule "D";



         (q)      "INVISINET EQUIPMENT" means all machinery, equipment,

                  furniture, and furnishings used in the Invisinet Business,

                  including, without limitation, the items more particularly

                  described in Schedule "E" hereto;



         (r)      "INVISINET FINANCIAL STATEMENTS" means collectively, audited

                  financial statements of Invisinet for the years ended December

                  31, 2000 and 2001, together with an unqualified auditors'

                  report thereon, and the unaudited financial statements nine

                  month periods ended September 30, 2001 and 2002, together with

                  an auditor's review and engagement report thereon, all of

                  which are to be prepared in accordance with United States

                  generally accepted accounting principles and the requirements

                  of Item 310 of Regulation SB as promulgated by the Securities

                  and Exchange Commission, true copies of which are attached as

                  Schedule "F" hereto;







                                       3







         (s)      "INVISINET GOODWILL" means the goodwill of the Invisinet

                  Business together with the exclusive right of WPCS to

                  represent itself as carrying on the Invisinet Business in

                  succession of Invisinet subject to the terms hereof, and the

                  right to use any words indicating that the Invisinet Business

                  is so carried on including the right to use the name

                  "Invisinet" or "Invisinet International" or any variation

                  thereof as part of the name of or in connection with the

                  Invisinet Business or any part thereof carried on or to be

                  carried on by Invisinet, the right to all corporate, operating

                  and trade names associated with the Invisinet Business, or any

                  variations of such names as part of or in connection with the

                  Invisinet Business, all telephone listings and telephone

                  advertising contracts, all lists of customers, books and

                  records and other information relating to the Invisinet

                  Business, all necessary licenses and authorizations and any

                  other rights used in connection with the Invisinet Business;



         (t)      "INVISINET INSURANCE POLICIES" means the public liability

                  insurance and insurance against loss or damage to Invisinet

                  Assets and the Invisinet Business as described in Schedule "G"

                  hereto;



         (u)      "INVISINET INTANGIBLE ASSETS" means all of the intangible

                  assets of Invisinet, including, without limitation, Invisinet

                  Goodwill, all trademarks, logos, copyrights, designs, and

                  other intellectual and industrial property of Invisinet and

                  its subsidiaries;



         (v)      "INVISINET INVENTORY" means all inventory and supplies of the

                  Invisinet Business as of September 30, 2002 as set forth in

                  Schedule "H" hereto;



         (w)      "INVISINET MATERIAL CONTRACTS" means the burden and benefit of

                  and the right, title and interest of Invisinet in, to and

                  under all trade and non-trade contracts, engagements or

                  commitments, whether written or oral, to which Invisinet is

                  entitled in connection with the Invisinet Business whereunder

                  Invisinet is obligated to pay or entitled to receive the sum

                  of $10,000 or more including, without limitation, any pension

                  plans, profit sharing plans, bonus plans, loan agreements,

                  security agreements, indemnities and guarantees, any

                  agreements with employees, lessees, licensees, managers,

                  accountants, suppliers, agents, distributors, officers,

                  directors, attorneys or others which cannot be terminated

                  without liability on not more than one month's notice, and

                  those contracts listed in Schedule "I" hereto; and



         (x)      "INVISINET SHARES" means all of the issued and outstanding

                  shares of Invisinet's equity stock;



         (y)      "MERGER" means the merger, at the Effective Time, of Invisinet

                  and the Acquirer pursuant to this Agreement and Plan of

                  Merger;



         (z)      "MERGER CONSIDERATION" means the Acquisition Shares;



         (aa)     "PLACE OF CLOSING" means the offices of Vedder, Price et al.



                  in Chicago, Illinois 60601, or such other place as WPCS and

                  Invisinet may mutually agree upon;



         (bb)     "REGISTRATION RIGHTS AGREEMENT" means the registration rights

                  agreement to be entered into on the Closing Date between WPCS,

                  Johnson and von Schaumburg in respect of the Acquisition

                  Shares in the form attached hereto as Schedule "M";







                                       4







         (cc)     "SEC REPORTS" means all forms, reports and documents filed and

                  required to be filed by WPCS with the Commission under the

                  Exchange Act from June 7, 2002 through the date hereof;



         (dd)     "SECURITIES ACT" means the Securities Act of 1933, as amended;



         (ee)     "STATE CORPORATION LAW" means the General Corporation Law of

                  the State of Delaware;



         (ff)     "STOCKHOLDER'S AGREEMENT" means the certain Stockholder

                  Agreement dated as of July 10, 2000, by and among Invisinet

                  and E. J. von Schaumburg;



         (gg)     "SURVIVING COMPANY" means the Acquirer following the merger

                  with Invisinet;



         (hh)     "WPCS BUSINESS" means all aspects of any business conducted by

                  WPCS and its subsidiaries;



         (ii)     "WPCS COMMON SHARES" means the shares of common stock in the

                  capital of WPCS; and



         (jj)     "WPCS FINANCIAL STATEMENTS" means, collectively, the audited

                  consolidated financial statements of WPCS for the fiscal years

                  ended April 30, 2000 and 2002, together with the unqualified

                  auditors' report thereon, and the unaudited financial

                  statements three month periods ended July 31, 2001 and 2002,

                  true copies of which are attached as Schedule "J" hereto.



Any other terms defined within the text of this Agreement will have the meanings

so ascribed to them.



CAPTIONS AND SECTION NUMBERS



1.2 The headings and section references in this Agreement are for convenience of

reference only and do not form a part of this Agreement and are not intended to

interpret, define or limit the scope, extent or intent of this Agreement or any

provision thereof.



SECTION REFERENCES AND SCHEDULES



1.3 Any reference to a particular "Article", "section", "paragraph", "clause" or

other subdivision is to the particular Article, section, clause or other

subdivision of this Agreement and any reference to a Schedule by letter will

mean the appropriate Schedule attached to this Agreement and by such reference

the appropriate Schedule is incorporated into and made part of this Agreement.

The Schedules to this Agreement are as follows:





Information concerning Invisinet



         Schedule "A"        Invisinet Accounts Payable and Liabilities

         Schedule "B"        Invisinet Accounts Receivable

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