Exhibit
4.6


THIS SUBORDINATED PROMISSORY
NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  IN ADDITION, THIS NOTE HAS NOT BEEN
REGISTERED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS
PROVIDED UNDER SUCH LAWS.  THIS NOTE MAY
NOT BE PLEDGED, SOLD OR TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE
REGISTRATION STATEMENT COVERING THE NOTE FILED UNDER THE ACT, (2) AN OPINION OF
QUALIFIED COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE BOARD OF
DIRECTORS, THAT REGISTRATION IS NOT REQUIRED OR (3) OTHER EVIDENCE SATISFACTORY
TO THE BOARD OF DIRECTORS THAT SUCH REGISTRATION IS NOT REQUIRED.


SUBORDINATED PROMISSORY NOTE


	
  $

  	
  July 31, 2006

  



 


For value received
IT&E International Group, Inc., a Delaware corporation (“Payor”), promises to pay to                      (“Holder”), the principal sum of $                   
with simple interest on the outstanding principal amount accruing at the prime
rate of interest set forth in the Wall Street Journal, New York edition (the “Prime Rate”) as of the date hereof and as annually adjusted
hereunder for each calendar year for the term of this Note based on the Prime
Rate set forth on the first day of each such calendar year that the Wall Street
Journal, New York edition publishes a Prime Rate.  Interest shall be computed on the basis of a
year of 365 days for the actual number of days elapsed.


This Subordinated
Promissory Note (this “Note”) is issued
pursuant to that certain Agreement and Plan of Merger dated as of even date
herewith among the Payor, the Holder and the other parties thereto (the “Merger Agreement”), which is incorporated herein by
reference as though fully set forth herein. 
Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them under the Merger Agreement.


1.             Repayment.  The Note shall be due and payable pursuant to
the payment schedule set forth on Schedule “1” to this Note.  Payor may prepay all or any portion of the
outstanding balance of unpaid principal and any accrued but unpaid interest
thereon at any time without penalty, fee or acceleration.


2.             Right
of Offset.


(i)            Each of Holder and Payor hereby
acknowledge and agree that Payor shall be entitled to offset against the
principal amount owed under this Note any amounts to which Payor is entitled
based on Article VII of the Merger Agreement and that the principal amount of
this Note will be appropriately reduced in the event Payor asserts such right
of offset.  Holder agrees to return this
Note to the Payor for cancellation and reissuance to reflect the adjusted
principal amount hereunder and the adjustments to Schedule 1 resulting from
such offset.









 
 



 


(ii)           Notwithstanding the foregoing, the Payor
shall be entitled to pursue any other remedy in law or equity, in addition to
the offset of this Note, for any breach of the Merger Agreement, including,
without limitation, pursuit of damages in excess of the amount offset pursuant
to this Section 2 subject to any limitation contained in those agreements.


3.             Place
of Payment.  All amounts payable
hereunder shall be payable at the address of the Holder in the corporate books
of the Payor, unless another place of payment shall be specified in writing by
the Holder.


4.             Representations
of Payor.  This Note, when
executed and delivered by Payor, shall constitute a valid and binding
obligation of Payor enforceable in accordance with its terms, subject to laws
of general application relating to bankruptcy, insolvency, the relief of
debtors and, with respect to rights to indemnity, subject to federal and state
securities laws.


5.             Default.  Each of the following events shall be an “Event of Default” hereunder:


(i)            Payor fails to pay timely any of the
principal amount or any other amounts due under this Note within five (5) days
after such payment is due;


(ii)           Payor files any petition or action for
relief under any bankruptcy, reorganization, insolvency or moratorium law or
any other law for the relief of, or relating to, debtors, now or hereafter in
effect, or makes any assignment for the benefit of creditors; or


(iii)         An involuntary petition is filed against
Payor (unless such petition is dismissed or discharged within ninety (90) days)
under any bankruptcy statute now or hereafter in effect, or a custodian,
receiver, trustee, assignee for the benefit of creditors (or other similar
official) is appointed to take possession, custody or control of any property
of Payor.


Upon the occurrence of an
Event of Default hereunder, all unpaid principal and accrued but unpaid
interest and other amounts (if any) owing hereunder shall, at the option of the
Holder, be immediately due, payable and collectible by the Holder pursuant to
applicable law.


6.             Transfer;
Assignment.  The terms of this
Note shall apply to, inure to the benefit of, and bind all parties hereto,
their heirs, legatees, devisees, administrators, executors, successors,
assigns.  Notwithstanding any provision
of this Note to the contrary, in addition to complying with applicable
securities laws, the Holder must obtain the written consent of the Payor prior
to assigning this Note.  Upon the
assignment of this Note, the assignee shall acknowledge and accept, in writing
and addressed to Payor, the right of offset set forth in Section 2 of this Note
and the other terms and conditions of this Note.  This Note is registered on the books of the
Payor and is transferable only by surrender thereof at the principal office of
the Payor duly endorsed or accompanied by a written instrument of transfer duly
executed by the registered Holder of this Note or his attorney duly authorized
in writing.  Payor and any and all
successors, assignees, transferees and participants thereof may not assign this
Note without the prior written consent of Holder, which shall not be
unreasonably withheld.


7.             Usury
Exemption.  Notwithstanding any
provision of this Note, Payor shall not and will not be required to pay
interest at a rate or any fee or charge in an amount prohibited by applicable
law.  If interest or any fee or charge
payable on any date would be prohibited, then



 2
 






 
 



 


such interest, fee
or charge will be automatically reduced to the maximum amount that is not
prohibited.  In the event that Holder
receives payment of any interest, fee, or charge that would cause the amount so
received to exceed the maximum amount permitted under applicable law, then, to
the extent that the amount so received exceeds the maximum amount permitted
under applicable law:  (a) in the first
instance, the amount received shall be applied to principal and (b) in the
second instance, in the event that the principal amount of this Note has been
paid in full, the remaining amount so received shall be deemed to be a loan
from Payor to Holder, repayable upon the demand of the Payor with interest at
the legal rate from the date of Holder’s receipt of each payment in excess
interest, fees, or charges.


8.             Subordination.  The Holder of this Note acknowledges and
agrees that the rights of Holder under this Note shall be subordinate and
junior in right and priority to any and all senior institutional lenders (and
any and all successors, assignees, transferees and participants thereof) of
Payor, and Holder hereby agrees to execute and delivery any subordination
agreement that may be required by any such current or future institutional
lender to evidence such subordination. 
The rights of Holder under this Note shall be not be subordinate or
junior in right and priority to subordinated or mezzanine lenders.


9.             Governing
Law.  This Note shall be governed
by and construed under the laws of the State of Delaware, as applied to
agreements among Delaware residents, made and to be performed entirely within
the State of Delaware, without giving effect to conflicts of law principles.


10.          No
Rights as Stockholder.  The
Holder will not be entitled to vote, receive dividends or exercise any of the
rights of the holders of the Payor’s equity securities for any purpose.


11.          Amendments.  This Note may be amended or a provision
hereof waived only in a writing signed by the Payor and the Holder.


[Remainder of Page Intentionally
Left Blank]



 3
 






 
 



 


 


	
  

  	
   

  
	
   

  	
  IT&E INTERNATIONAL GROUP, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alastair McEwan

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Acknowledge and Agreed to:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name]

  
						



 


 


[Signature
Page to Subordinated Promissory Note]


 



 4














 


SCHEDULE
1


PAYMENT
SCHEDULE


The
Prime Rate of Interest at August 1, 2006 is:                 8.25%


 


	
  

  	
   

  	
  Payment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Due

  	
   

  	
  Principal

  	
   

  	
  Interest

  	
   

  	
  Balance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8/1/2006

  	
  Beginning

  Balance

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  
	
  9/1/2006

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  10/1/2006

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  11/1/2006

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  12/1/2006

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
   

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  1/1/2007

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  2/1/2007

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  3/1/2007

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
   

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  4/1/2007

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  5/1/2007

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  6/1/2007

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
   

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  7/1/2007

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  8/1/2007

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  9/1/2007

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $                   

  	
   

  
	
  10/1/2007

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
   

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  11/1/2007

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  12/1/2007

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  1/1/2008

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
   

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  2/1/2008

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  3/1/2008

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  4/1/2008

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
   

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  5/1/2008

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  6/1/2008

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  7/1/2008

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
   

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  8/1/2008

  	
   

  	
   

  	
  $                   

  	
   

  	
  $

  	
  —

  	
   

  	
  $                   

  	
   

  	
  $                   

  	
   

  
	
  Payment at

  Maturity Date

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals:

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  



 


[The
above schedule to be completed as follows: IT&E shall pay the principal and
interest on Holder’s amount of Note A Consideration in monthly payments for two
years.]


The above payment
schedule assumes a Prime Rate of interest of  8.25% in effect as of August 1, 2006.  The above payment schedule shall be amended
to reflect the adjusted Prime Rate as soon as practicable but in no event five
(5) Business Days after January 1 of each year during the term of the Note.