Exhibit
10.25


 


REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION
RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 31st day of July, 2006, by
and among IT&E International Group, Inc. a Delaware corporation (the
“Company”), Philip T. Lavin, an individual (“Lavin”), David A. Schoenfeld, an
individual (“David Schoenfeld”), Ellen Schoenfeld Beeks, an individual (“Ellen
Beeks”), Andrew Lavin, an individual (“Andrew Lavin”), and Abby G. Lavin, an
individual (“Abby Lavin”).


RECITALS


WHEREAS, the Company,
Averion Inc., a Massachusetts Corporation (“Averion”), Lavin, David Schoenfeld,
Ellen Beeks, Andrew Lavin and Abby Lavin are parties to that certain Agreement
and Plan of Merger dated June 30, 2006 (the “Merger Agreement”);


WHEREAS, Lavin,
David Schoenfeld, Ellen Beeks, Andrew Lavin and Abby Lavin received their
respective Registrable Securities in accordance with the Merger Agreement; and


WHEREAS, this
Agreement is being entered into and delivered in accordance with Section 5.10
of the Merger Agreement in order to grant certain registration rights to the
Holders as set forth below.


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
hereto as follows:


ARTICLE 1.

GENERAL.


1.1.          Definitions.  As used in this Agreement the following terms
shall have the following respective meanings:


(a)           “Exchange Act” means the Securities
Exchange Act of 1934, as amended.


(b)           “Holder” or “Holders” means Lavin, David
Schoenfeld, Ellen Beeks, Andrew Lavin and Abby Lavin or their permitted
assigns.


(c)           “Register,” “registered,” and “registration”
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or document.


(d)           “Registrable Securities” means (a)
the Common Stock of the Company held by the Holders and (b) any Common Stock of
the Company issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, such
above-described securities. Notwithstanding the foregoing, Registrable
Securities shall not include any securities (i) sold by a person to the public
either pursuant to a registration statement or Rule 144 of the









 



 


Securities Act (“Rule 144”), or (ii) sold in
a private transaction in which the transferor’s rights under Article 2 of this
Agreement are not assigned.


(e)           “Registrable Securities then
outstanding” shall be the number of shares of the Company’s Common Stock that
are Registrable Securities and either (i) are then issued and outstanding, or
(ii) are issuable pursuant to then exercisable or convertible securities.


(f)            “Registration Expenses” shall mean
all expenses incurred by the Company in complying with Sections 2.2 and 2.3
hereof, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel for the Company,
reasonable fees and disbursements not to exceed Twenty-Five Thousand Dollars
($25,000) of a single special counsel for the Holders, blue sky fees and
expenses and the expense of any special audits incident to or required by any
such registration (but excluding the compensation of regular employees of the
Company which shall be paid in any event by the Company).


(g)           “SEC” or “Commission” means the
Securities and Exchange Commission.


(h)           “Securities Act” shall mean the
Securities Act of 1933, as amended.


(i)            “Selling Expenses” shall mean all
underwriting discounts and selling commissions applicable to the sale.


(j)            “Special Registration Statement”
shall mean (i) a registration statement relating to any employee benefit plan,
or (ii) with respect to any corporate reorganization or transaction under Rule
145 of the Securities Act, including any registration statements related to the
issuance or resale of securities issued in such a transaction or (iii) a registration
related to stock issued upon conversion of debt securities.


ARTICLE 2.

REGISTRATION; RESTRICTIONS ON TRANSFER.


2.1.          Restrictions on Transfer.


(a)           Each Holder agrees not to make any
disposition of all or any portion of the Registrable Securities unless and
until:


(i)            there is then in effect a
registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or


(ii)           (A) the transferee has agreed in
writing to be bound by the terms of this Agreement, (B) such Holder shall have
notified the Company of the proposed disposition and shall have furnished the
Company with a detailed statement of the circumstances surrounding the proposed
disposition, and (C) if reasonably requested by the Company, such Holder shall
have furnished the Company with an opinion of counsel, reasonably satisfactory
to the Company, that such disposition will not require registration of such
shares under the Securities Act.



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(b)           Notwithstanding the provisions of
subsection (a) above, no such restriction shall apply to a transfer by a Holder
that is (A) a partnership transferring to its partners or former partners
in accordance with partnership interests, (B) a corporation transferring
to a wholly-owned subsidiary or a parent corporation that owns all of the
capital stock of the Holder, (C) a limited liability company transferring
to its members or former members in accordance with their interest in the
limited liability company, or (D) an individual transferring to the Holder’s
family member or trust for the benefit of an individual Holder or such Holder’s
family member; provided that in each case the transferee will agree in writing
to be subject to the terms of this Agreement to the same extent as if he were
an original Holder hereunder.


(c)           Each certificate representing
Registrable Securities shall be stamped or otherwise imprinted with legends
substantially similar to the following (in addition to any legend required
under applicable state securities laws):


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


THE SALE, PLEDGE,
HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS
SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE
STOCKHOLDER AND THE COMPANY.  COPIES OF
SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
COMPANY.


(d)           The Company shall be obligated to
reissue promptly unlegended certificates at the request of any Holder thereof
if the Company shall have obtained an opinion of counsel (which counsel may be
counsel to the Company) reasonably acceptable to the Company to the effect that
the securities proposed to be disposed of may lawfully be so disposed of
without registration, qualification and legend.


(e)           Any legend endorsed on an instrument
pursuant to applicable state securities laws and the stop-transfer instructions
with respect to such securities shall be removed upon receipt by the Company of
an order of the appropriate blue sky authority authorizing such removal.



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2.2.          Demand Registration.


(a)           Subject to the conditions of this
Section 2.2, if the Company shall receive a written request from the Holders of
a majority of the Registrable Securities (the “Initiating Holders”) that the
Company file a registration statement under the Securities Act covering the
registration of at least a majority of the Registrable Securities then
outstanding  (or a lesser percent if the
anticipated aggregate offering price, net of underwriting discounts and
commissions, would exceed Five Million Dollars ($5,000,000)), then the Company
shall, within thirty (30) days after the receipt thereof, give written notice
of such request to all Holders, and subject to the limitations of this Section
2.2, effect, as expeditiously as reasonably possible, the registration under
the Securities Act of all Registrable Securities that all Holders request to be
registered.


(b)           If the Initiating Holders intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as a part of their request made
pursuant to this Section 2.2 and the Company shall include such information in
the written notice referred to in Section 2.2(a).  In such event, the right of any Holder to
include its Registrable Securities in such registration shall be conditioned
upon such Holder’s participation in such underwriting and the inclusion of such
Holder’s Registrable Securities in the underwriting to the extent provided
herein.  All Holders proposing to
distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by a majority in interest of the Initiating
Holders (which underwriter or underwriters shall be reasonably acceptable to
the Company).  Notwithstanding any other
provision of this Section 2.2, if the underwriter advises the Company that
marketing factors require a limitation of the number of securities to be
underwritten (including Registrable Securities) then the Company shall so
advise all Holders of Registrable Securities which would otherwise be
underwritten pursuant hereto, and the number of shares that may be included in
the underwriting shall be allocated to the Holders of such Registrable
Securities on a pro rata basis based on the number of Registrable Securities
held by all such Holders (including the Initiating Holders); provided, however,
that no Registrable Securities shall be excluded unless and until all other
securities of the Company have been excluded. 
Any Registrable Securities excluded or withdrawn from such underwriting
shall be withdrawn from the registration.


(c)           The Company shall not be required to
effect a registration pursuant to this Section 2.2:


(i)            prior to two hundred and seventy
(270) days after the date of this Agreement;


(ii)           after the Company has effected one
(1) registration pursuant to this Section 2.2, and such registration has been
declared or ordered effective;


(iii)          if within thirty (30) days of receipt
of a written request from Initiating Holders pursuant to Section 2.2(a), the
Company gives notice to the Holders of the Company’s intention to file a
registration statement for a public offering, other than pursuant to a Special
Registration Statement within ninety (90) days;



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(iv)          if the Company shall furnish to
Holders requesting a registration statement pursuant to this Section 2.2, a
certificate signed by the Chairman of the Board stating that in the good faith
judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its stockholders for such registration statement
to be effected at such time, in which event the Company shall have the right to
defer such filing for a period of not more than one hundred twenty (120) days
after receipt of the request of the Initiating Holders; and


(v)           in any particular jurisdiction in
which the Company would be required to qualify to do business or to execute a
general consent to service of process in effecting such registration,
qualification or compliance unless the Company is already subject to service in
such jurisdiction and except as may be required under the Securities Act.


2.3.          Piggyback Registrations.  The Company shall notify all Holders of
Registrable Securities in writing at least fifteen (15) days prior to the
filing of any registration statement under the Securities Act for purposes of a
public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding Special Registration Statements) and will afford each
such Holder an opportunity to include in such registration statement all or
part of such Registrable Securities held by such Holder.  Each Holder desiring to include in any such
registration statement all or any part of the Registrable Securities held by it
shall, within fifteen (15) days after the above-described notice from the
Company, so notify the Company in writing. 
Such notice shall state the intended method of disposition of the
Registrable Securities by such Holder. 
If a Holder decides not to include all of its Registrable Securities in
any registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities
in any subsequent registration statement or registration statements as may be
filed by the Company with respect to offerings of its securities, all upon the
terms and conditions set forth herein.


(a)           Underwriting.  If the registration statement under which the
Company gives notice under this Section 2.3 is for an underwritten offering,
the Company shall so advise the Holders of Registrable Securities.  In such event, the right of any such Holder
to be included in a registration pursuant to this Section 2.3 shall be
conditioned upon such Holder’s participation in such underwriting and the
inclusion of such Holder’s Registrable Securities in the underwriting to the
extent provided herein.  All Holders
proposing to distribute their Registrable Securities through such underwriting
shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by the Company.  Notwithstanding any other provision of this
Agreement, if the underwriter determines in good faith that marketing factors
require a limitation of the number of shares to be underwritten, then the
Company shall so advise all Holders of Registrable Securities which would
otherwise be underwritten pursuant hereto, and the number of shares that may be
included in the underwriting shall be reduced among the Company and the Holders
on a pro rata basis based on the number of shares each of the Company and each
Holder originally proposed to include in such registration.  If any Holder disapproves of the terms of any
such underwriting, such Holder may elect to withdraw therefrom by written
notice to the Company and the underwriter, delivered at least ten (10) business
days prior to the effective date of the registration statement.  Any Registrable Securities excluded or
withdrawn from such underwriting shall be



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excluded and withdrawn from the registration.  For any Holder which is a partnership or
corporation, the partners, retired partners and stockholders of such Holder, or
the estates and family members of any such partners and retired partners and
any trusts for the benefit of any of the foregoing person shall be deemed to be
a single “Holder,” and any pro rata reduction with respect to such “Holder”
shall be based upon the aggregate amount of shares carrying registration rights
owned by all entities and individuals included in such “Holder,” as defined in
this sentence.


(b)           Right to Terminate Registration.  The Company shall have the right to terminate
or withdraw any registration initiated by it under this Section 2.3 prior to
the effectiveness of such registration whether or not any Holder has elected to
include securities in such registration. 
In addition, the Company shall have the right to reduce the number of
Registrable Securities included in such registration if so requested by the
SEC.  The Registration Expenses of such
withdrawn registration shall be borne by the Company in accordance with Section
2.4 hereof.


2.4.          Expenses of Registration. Except
as specifically provided herein, all Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to any
registration under Section 2.2 or any registration under Section 2.3 herein
shall be borne by the Company.  All
Selling Expenses incurred in connection with any registrations hereunder, shall
be borne by the holders of the securities so registered pro rata on the basis
of the number of shares so registered.  The
Company shall not, however, be required to pay for expenses of any registration
proceeding begun pursuant to Section 2.2, the request of which has been
subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is
based upon material adverse information concerning the Company of which the
Initiating Holders were not aware at the time of such request, or (b) the
Holders of a majority of Registrable Securities agree to forfeit their right to
request registration pursuant to Section 2.2, in which event such right shall
be forfeited by all Holders.  If the
Holders are required to pay the Registration Expenses, such expenses shall be
borne by the holders of securities (including Registrable Securities)
requesting such registration in proportion to the number of shares for which
registration was requested.  If the
Company is required to pay the Registration Expenses of a withdrawn offering
pursuant to clause (a) above, then the Holders shall not forfeit their rights
pursuant to Section 2.2 to a demand registration.


2.5.          Obligations of the Company.  Whenever required to effect the registration
of any Registrable Securities, the Company shall, as expeditiously as
reasonably possible:


(a)           prepare and file with the SEC a
registration statement with respect to such Registrable Securities and use all
reasonable efforts to cause such registration statement to become effective,
and, upon the request of the Holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for up to
thirty (30) days or, if earlier, until the Holder or Holders have completed the
distribution related thereto; provided, however, that at any time, upon written
notice to the participating Holders and for a period not to exceed sixty (60)
days thereafter (the “Suspension Period”), the Company may delay the filing or
effectiveness of any registration statement or suspend the use or effectiveness
of any registration statement (and the Initiating Holders hereby agree not to
offer or sell any Registrable Securities pursuant to such registration
statement during the Suspension Period) if the Company reasonably



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believes that the Company may, in the absence
of such delay or suspension hereunder, be required under state or federal
securities laws to disclose any corporate development the disclosure of which
could reasonably be expected to have a material adverse effect upon the
Company, its stockholders, a potentially significant transaction or event
involving the Company, or any negotiations, discussions, or proposals directly
relating thereto.  In the event that the
Company shall exercise its right to delay or suspend the filing or
effectiveness of a registration hereunder, the applicable time period during
which the registration statement is to remain effective shall be extended by a
period of time equal to the duration of the Suspension Period.  If so directed by the Company, all Holders
registering shares under such registration statement shall use their best
efforts to deliver to the Company (at the Company’s expense) all copies, other
than permanent file copies then in such Holders’ possession, of the prospectus
relating to such Registrable Securities current at the time of receipt of such
notice.  The Company shall not be
required to file, cause to become effective or maintain the effectiveness of
any registration statement that contemplates a distribution of securities on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act.


(b)           Prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement for the
period set forth in subsection (a) above.


(c)           Furnish to the Holders such number of
copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as the Holders
may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.


(d)           Use its reasonable efforts to
register and qualify the securities covered by such registration statement under
such other securities or blue sky laws of such jurisdictions as shall be
reasonably requested by the Holders; provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions.


(e)           In the event of any underwritten
public offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter(s) of
such offering.  Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement.


(f)            Notify each Holder of Registrable
Securities covered by such registration statement at any time when a prospectus
relating thereto is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing. The Company will use reasonable efforts to amend or
supplement such prospectus in order to cause such prospectus not to include any
untrue statement of a material fact or omit to state a material fact required
to be stated



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therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.


(g)           Use its reasonable efforts to
furnish, on the date that such Registrable Securities are delivered to the
underwriters for sale, if such securities are being sold through underwriters,
(i) an opinion, dated as of such date, of the counsel representing the Company
for the purposes of such registration, in form and substance as is customarily
given to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and (ii) a letter, dated as of such date, from the
independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering addressed to the underwriters.


2.6.          Termination of Registration Rights.  All registration rights granted under this
Article 2 shall terminate and be of no further force and effect two (2) years
after the date of hereof or, as to any Holder, such earlier time at which all
Registrable Securities held by such Holder (and any affiliate of the Holder
with whom such Holder must aggregate its sales under Rule 144) can be sold in
any ninety (90) day period without registration in compliance with Rule 144.


2.7.          Delay of Registration; Furnishing
Information.


(a)           No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Article 2.


(b)           It shall be a condition precedent to
the obligations of the Company to take any action pursuant to Sections 2.2 or
2.3 that the selling Holders shall furnish to the Company such information
regarding themselves, the Registrable Securities held by them and the intended
method of disposition of such securities as shall be required to effect the
registration of their Registrable Securities.


(c)           The Company shall have no obligation
with respect to any registration requested pursuant to Section 2.2 if, due to
the operation of subsection 2.2(b), the number of shares or the anticipated
aggregate offering price of the Registrable Securities to be included in the
registration does not equal or exceed the number of shares or the anticipated
aggregate offering price required to originally trigger the Company’s
obligation to initiate such registration as specified in Section 2.2.


2.8.          Indemnification.  In the event any Registrable Securities are
included in a registration statement under Sections 2.2 or 2.3:


(a)           To the extent permitted by law, the
Company will indemnify and hold harmless each Holder, the partners, members,
officers and directors of each Holder, any underwriter (as defined in the
Securities Act) for such Holder and each person, if any, who controls such Holder
or underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages, or liabilities (joint or several) to which
they may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are



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based upon any of the following statements,
omissions or violations (collectively a “Violation”) by the Company:
(i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement or incorporated reference therein,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities law in
connection with the offering covered by such registration statement; and the
Company will reimburse each such Holder, partner, member, officer, director,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided however, that the indemnity
agreement contained in this Section 2.8(a) shall not apply to amounts paid
(y) in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld, nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such Holder, partner, member, officer, director,
underwriter or controlling person of such Holder, or (z) in connection with any
loss, claim, damage or liability that resulted from the Holder’s negligence or other
misconduct.


(b)           To the extent permitted by law, each
Holder will, if Registrable Securities held by such Holder are included in the
securities as to which such registration qualifications or compliance is being
effected, indemnify and hold harmless the Company, each of its directors, its
officers and each person, if any, who controls the Company within the meaning
of the Securities Act, any underwriter and any other Holder selling securities
under such registration statement or any of such other Holder’s partners,
directors or officers or any person who controls such Holder, against any
losses, claims, damages or liabilities (joint or several) to which the Company
or any such director, officer, controlling person, underwriter or other such
Holder, or partner, director, officer or controlling person of such other
Holder may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereto) arise out of or are based upon any of the
following statements: (i) any untrue statement or alleged untrue statement
of a material fact contained in such registration statement or incorporated
reference therein, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of the Securities
Act  (collectively, a “Holder Violation”),
in each case to the extent (and only to the extent) that such Holder Violation
occurs in reliance upon and in conformity with written information furnished by
such Holder under an instrument duly executed by such Holder and stated to be
specifically for use in connection with such registration; and each such Holder
will reimburse any legal or other expenses reasonably incurred by the Company
or any such director, officer, controlling person, underwriter or other Holder,
or partner, officer, director or controlling person of such other Holder in
connection with investigating or defending any such loss, claim, damage,
liability or action if it is judicially determined that there was such a Holder
Violation; provided, however, that the indemnity



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agreement contained in this Section 2.8(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder, which consent shall not be unreasonably withheld; provided further,
that in no event shall any indemnity under this Section 2.8 exceed the proceeds
from the offering received by such Holder.


(c)           Promptly after receipt by an indemnified
party under this Section 2.8 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
2.8, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding.  The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 2.8, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 2.8.


(d)           If the indemnification provided for
in this Section 2.8 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any losses, claims, damages
or liabilities referred to herein, the indemnifying party, in lieu of
indemnifying such indemnified party thereunder, shall to the extent permitted
by applicable law contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability in such proportion
as is appropriate to reflect the relative fault of the indemnifying party on
the one hand and of the indemnified party on the other in connection with the
Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage
or liability, as well as any other relevant equitable considerations.  The relative fault of the indemnifying party
and of the indemnified party shall be determined by a court of law by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission; provided, that in no event shall any contribution
by a Holder hereunder exceed the proceeds from the offering received by such
Holder.


(e)           The obligations of the Company and
Holders under this Section 2.8 shall survive completion of any offering of
Registrable Securities in a registration statement and the termination of this
Agreement.  No indemnifying party, in the
defense of any such claim or litigation, shall, except with the consent of each
indemnified party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.



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2.9.          Assignment of Registration Rights.  The rights to cause the Company to register
Registrable Securities pursuant to this Article 2 may be assigned by a Holder
to a transferee or assignee of Registrable Securities that (a) is a subsidiary,
parent, general partner, limited partner, retired partner, member or retired
member, of a Holder, (b) is a Holder’s family member or trust for the benefit
of an individual Holder or such Holder’s family member, or (c) is an entity
affiliated by common control (or other related entity) with such Holder
provided, however, (i) the transferor shall, within ten (10) days after such
transfer, furnish to the Company written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned and (ii) such transferee shall agree to
be subject to all restrictions set forth in this Agreement.


2.10.        Amendment of Registration Rights.  Any provision of this Article 2 may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Holders of at least a majority of the
Registrable Securities then outstanding. 
Any amendment or waiver effected in accordance with this
Section 2.10 shall be binding upon each Holder and the Company.  By acceptance of any benefits under this
Article 2, Holders of Registrable Securities hereby agree to be bound by the
provisions hereunder.


2.11.         “Market Stand-Off” Agreement.  Each Holder hereby agrees that such Holder
shall not sell, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same
economic effect as a sale, any Common Stock (or other securities) of the
Company held by such Holder (other than those included in the registration) for
a period specified by the representative of the underwriters of Common Stock
(or other securities) in an underwritten public offering of the Company not to
exceed one hundred eighty (180) days following the effective date of a
registration statement of the Company filed under the Securities Act.


2.12.        Agreement to Furnish Information.  Each Holder agrees to execute and deliver
such other agreements as may be reasonably requested by the Company or the
underwriter that are consistent with the Holder’s obligations under Section
2.11 or that are necessary to give further effect thereto.  In addition, if requested by the Company or
the representative of the underwriters of Common Stock (or other securities) of
the Company, each Holder shall provide, within ten (10) days of such request,
such information as may be required by the Company or such representative in
connection with the completion of any public offering of the Company’s
securities pursuant to a registration statement filed under the Securities
Act.  The obligations described in
Section 2.11 and this Section 2.12 shall not apply to a Special Registration
Statement.  The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or other
securities) subject to the foregoing restriction until the end of said one
hundred eighty (180) day period.  Each
Holder agrees that any transferee of any shares of Registrable Securities shall
be bound by Sections 2.11 and 2.12.  The
underwriters of the Company’s stock are intended third party beneficiaries of
Sections 2.11 and 2.12 and shall have the right, power and authority to enforce
the provisions hereof as though they were a party hereto.



 11
 






 



 


2.13.        Rule 144 Reporting.  With a view to making available to the
Holders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its best efforts to:


(a)           Make and keep public information
available, as those terms are understood and defined in SEC Rule 144 or
any similar or analogous rule promulgated under the Securities Act, at all
times after the effective date of the first registration filed by the Company
for an offering of its securities to the general public;


(b)           File with the SEC, in a timely
manner, all reports and other documents required of the Company under the
Exchange Act; and


(c)           So long as a Holder owns any
Registrable Securities, furnish to such Holder forthwith upon request:  a written statement by the Company as to its
compliance with the reporting requirements of said Rule 144 of the Securities
Act, and of the Exchange Act (at any time after it has become subject to such
reporting requirements); a copy of the most recent annual or quarterly report
of the Company filed with the Commission; and such other reports and documents
as a Holder may reasonably request in connection with availing itself of any
rule or regulation of the SEC allowing it to sell any such securities without
registration.


ARTICLE 3.

MISCELLANEOUS.


 


3.1.          Governing Law.  This Agreement shall be governed by and
construed under the laws of the State of Delaware in all respects.


3.2.          Successors and Assigns.  Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the parties hereto and their respective successors, assigns, heirs,
executors, and administrators and shall inure to the benefit of and be
enforceable by each person who shall be a holder of Registrable Securities from
time to time; provided, however, that prior to the receipt by the Company of
adequate written notice of the transfer of any Registrable Securities
specifying the full name and address of the transferee, the Company may deem
and treat the person listed as the holder of such shares in its records as the
absolute owner and holder of such shares for all purposes, including the
payment of dividends or any redemption price.


3.3.          Entire Agreement.  This Agreement, the Merger Agreement and the other
documents delivered pursuant thereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and no party shall be liable or bound to any other in any manner by any
oral or written representations, warranties, covenants and agreements except as
specifically set forth herein and therein. 
Each party expressly represents and warrants that it is not relying on
any oral or written representations, warranties, covenants or agreements
outside of this Agreement.


3.4.          Severability.  In the event one or more of the provisions of
this Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions of this Agreement, and this



 12
 






 



 


Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.


3.5.          Amendment and Waiver.


(a)           Except as otherwise expressly
provided, this Agreement may be amended or modified only upon the written
consent of the Company and the holders of at least a majority of the
then-outstanding Registrable Securities.


(b)           Except as otherwise expressly
provided, the obligations of the Company and the rights of the Holders under
this Agreement may be waived only with the written consent of the holders of at
least a majority of the then-outstanding Registrable Securities.


(c)           For the purposes of determining the
number of Holders entitled to vote or exercise any rights hereunder, the
Company shall be entitled to rely solely on the list of record holders of its
stock as maintained by or on behalf of the Company.


3.6.          Delays or Omissions.  It is agreed that no delay or omission to
exercise any right, power, or remedy accruing to any party, upon any breach,
default or noncompliance by another party under this Agreement shall impair any
such right, power, or remedy, nor shall it be construed to be a waiver of any
such breach, default or noncompliance, or any acquiescence therein, or of any
similar breach, default or noncompliance thereafter occurring.  It is further agreed that any waiver, permit,
consent, or approval of any kind or character on any party’s part of any
breach, default or noncompliance under the Agreement or any waiver on such
party’s part of any provisions or conditions of this Agreement must be in
writing and shall be effective only to the extent specifically set forth in
such writing.  All remedies, either under
this Agreement, by law, or otherwise afforded to any party, shall be cumulative
and not alternative.


3.7.          Notices.  All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given: (i) upon
personal delivery to the party to be notified, (ii) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (iii) five (5) days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (iv) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt.  All
communications shall be sent to the party to be notified at the address as set
forth on the signature pages hereof at such other address or electronic mail
address as such party may designate by ten (10) days advance written notice to
the other parties hereto.


3.8.          Attorneys’ Fees.  In the event that any suit or action is
instituted under or in relation to this Agreement, including without limitation
to enforce any provision in this Agreement, the prevailing party in such
dispute shall be entitled to recover from the losing party all fees, costs and
expenses of enforcing any right of such prevailing party under or with respect to
this Agreement, including without limitation, such reasonable fees and expenses
of attorneys and accountants, which shall include, without limitation, all
fees, costs and expenses of appeals.


3.9.          Titles and Subtitles.  The titles of the sections and subsections of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.



 13
 






 



 


3.10.        Counterparts.  This Agreement may be executed in any number
of counterparts, by facsimile, or both, each of which shall be an original, but
all of which together shall constitute one instrument.


3.11.        Pronouns.  All pronouns contained herein, and any
variations thereof, shall be deemed to refer to the masculine, feminine or
neutral, singular or plural, as to the identity of the parties hereto may
require.


[THIS SPACE INTENTIONALLY LEFT
BLANK]



 14














 


 


IN WITNESS WHEREOF, the
parties hereto have executed this Registration Rights Agreement as of the date
set forth in the first paragraph hereof.


 


	
  COMPANY:

  	
  HOLDERS:

  
	
   

  	
   

  
	
  IT&E
  International Group, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Alastair
  McEwan

  	
   

  	
  /s/ Philip T. Lavin

  
	
   

  	
  Name:  Alastair McEwan

  	
  Philip T. Lavin

  
	
   

  	
  Title:    Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
  Address
  for Notice:

  	
  Address for Notice:

  
	
  IT& E
  International Group, Inc.

  	
  225 Turnpike Road

  
	
  505 Lomas Santa
  Fe Drive, Suite 200

  	
  Southboro, MA 01772

  
	
  Solana Beach, CA
  92075

  	
   

  
	
   

  	
  /s/ David A. Schoenfeld

  
	
   

  	
  David A. Schoenfeld

  
	
   

  	
   

  
	
   

  	
  Address for Notice:

  
	
   

  	
  41 Brook Road

  
	
   

  	
  Sharon, MA 02067

  
	
   

  	
   

  
	
   

  	
  /s/ Ellen Schoenfeld Beeks

  
	
   

  	
  Ellen Schoenfeld Beeks

  
	
   

  	
   

  
	
   

  	
  Address for Notice:

  
	
   

  	
  41 Brook Road

  
	
   

  	
  Sharon, MA 02067

  
	
   

  	
   

  
	
   

  	
  /s/ Andrew Lavin

  
	
   

  	
  Andrew Lavin

  
	
   

  	
   

  
	
   

  	
  Address for Notice:

  
	
   

  	
  3523 Palladian Circle

  
	
   

  	
  Verona, Deer Creek

  
	
   

  	
  Deerfield Beach, FL 33442

  
	
   

  	
   

  
	
   

  	
  /s/ Abby G. Lavin

  
	
   

  	
  Abby G. Lavin

  
	
   

  	
   

  
	
   

  	
  Address for Notice:

  
	
   

  	
  3 Cahill Park Drive

  
	
   

  	
  Framingham, MA 01702

  
				



 


[Signature Page to Registration
Rights Agreement]