Exhibit 10.50

May 22, 2008

Joseph A. Heater
109 Brookhollow Drive
Downingtown, PA 19335

Re: Amendment to Employment Agreement

Dear Joe,

As Chairman of the Executive Committee of the WPCS International Incorporated Board of Directors, I wish to inform you that the committee has duly executed a resolution to increase your compensation. This letter shall serve as an amendment to the employment agreement effective June 1, 2005 between Employee and Employer (the “Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement. Section 5 of the Agreement is hereby amended and replaced in its entirety with the following:

5. Compensation of Heater. As compensation for the services provided by Heater under this Paragraph, the Company shall pay Heater an annual salary of Two Hundred Fifty Thousand Dollars ($250,000) to be paid in accordance with the Company’s usual payroll procedures. In addition to the above base compensation, Heater shall be eligible to receive bonuses based on the performance of the Company.

The foregoing amendment shall be effective as of June 1, 2008. Please confirm your acceptance by signing below.


/s/ Norm Dumbroff      
Norm Dumbroff      
Chairman of the Executive Committee      
Board of Directors      
WPCS International Incorporated      

Accepted and agreed to this the 22nd day of May 2008.

/s/ Joseph A. Heater      
Joseph A. Heater