Exhibit 10.24


AMENDMENT TO REGISTRATION RIGHTS AGREEMENT


This Amendment (this “Amendment”), dated as of July 31, 2006, is
entered into by and between IT&E INTERNATIONAL GROUP, INC., a Delaware
corporation (the “Company”), COMVEST INVESTMENT PARTNERS II LLC, a Delaware
limited liability company (“ComVest”)
and the purchasers set forth on the signature pages attached hereto
(collectively with ComVest, the “Purchasers”),
for the purpose of amending the terms of the Registration Rights Agreement,
dated as of November 9, 2005 between the Company and the Purchasers (as
amended, modified and/or supplemented from time to time, the “Registration Rights Agreement”).  Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the Registration
Rights Agreement.


WHEREAS,
pursuant to that certain Securities Purchase Agreement between the Company and
the Purchasers dated November 9, 2005 (the “Purchase
Agreement”), the Purchaser entered into such Purchase Agreement for
the purchase of (i) up to 11,500 shares of the Company’s Series D Preferred
Convertible Stock (“Series D Preferred”),
(ii) warrants to purchase up to 81,142,788 shares of the Company’s common
stock, par value $0.001 per share, and (iii) a six month option for ComVest to invest
an additional $5,000,000 on the same terms as set forth in (i) and (ii) above
(the “ComVest Option”), for up to an
aggregate purchase price of $11,500,000;


WHEREAS,
the Purchase Agreement was amended on May 8, 2006 to provide that the ComVest
Option shall be extended and that ComVest shall have until November 9, 2006 to
invest up to an additional $5,000,000 for the purchase of up to 5,000 shares of
Series D Preferred and warrants for the purchase of up to 32,142,829 shares of
the Company’s common stock;


WHEREAS,
Section 2(a) of the Registration Rights Agreement provides that the Company shall
file a registration statement with the Securities and Exchange Commission (“SEC”) registering all the shares of common stock underlying
the warrants and the common stock underlying the Series D Preferred that are
related to the Registration Rights Agreement (the “Registerable
Securities”) within fifteen (15) days of the earliest to occur of:
(i) ComVest exercising the ComVest Option in full; or (ii) the expiration of
the ComVest Option (the “Filing Date”);


WHEREAS, on
July 31, 2006, ComVest notified the Company of its intent to immediately
exercise the ComVest Option and purchase the 5,000 shares of Series D Preferred
and warrants for the purchase of 32,142,829 shares of the Company’s common
stock for an aggregate purchase price of $5,000,000; and


WHEREAS, the
parties desire to amend the Registration Rights Agreement to provide that the
Filing Date shall be extended such that the Company shall be obligated to file
a registration statement with the SEC within sixty (60) days after ComVest
provides written notice to the Company of its desire to have the Company
register the Registerable Securities.


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









 



 


1.             Section
2(a) of the Registration Rights Agreement is hereby amended and restated in its
entirety as follows:


“(2) (a)                    Mandatory
Registration.  The Company shall
prepare, and, within sixty (60) calendar days after the date on which ComVest
provides written notice to the Company of its desire to have the Company
register the Registerable Securities (the “Filing Date”), file with the SEC a
Registration Statement on Form S-3 (or, if Form S-3 is not then available, on
such form of Registration Statement as is then available to effect a
registration of the Registerable Securities, subject to the consent of ComVest,
which consent will not be unreasonably withheld) covering the resale of the
Registerable Securities, which Registration Statement, to the extent allowable
under the 1933 Act and the rules and regulations promulgated thereunder
(including Rule 416), shall state that such Registration Statement also covers
such indeterminate number of additional shares of Common Stock as may become
issuable upon conversion of or otherwise pursuant to the Preferred Stock and
exercise of the Warrants to prevent dilution resulting from stock splits, stock
dividends or similar transactions.  The
number of shares of Common Stock initially included in such Registration
Statement shall be no less than an amount equal to the sum of the number of
shares of Common Stock that are then issuable upon conversion of the Preferred
Stock (based on the Conversion Price), and the number of shares of Common Stock
that are then issuable upon exercise of the Warrants, without regard to any
limitation on ComVest’s ability to convert the Preferred Stock or exercise the
Warrants but in each case that relates to Registerable Securities.  The Company acknowledges that the number of
shares initially included in the Registration Statement represents a good faith
estimate of the maximum number of shares issuable upon conversion of the
Preferred Stock and upon exercise of the Warrants but in each case that relates
to Registerable Securities.  ComVest
acknowledges and agrees that such initial Registration Statement to be filed on
or prior to the Filing Date shall include shares in accordance with the
registration rights set forth in subsection (ii) and (iii) of the definition of
Existing Registration Rights Agreements, subject to the Lock-Up Agreements
being entered into by such parties.”


2.             ComVest
understands that the Company has an affirmative obligation to make prompt
public disclosure of material agreements and material amendments to such
agreements.  The Company hereby covenants
that it shall file this Amendment on a Form 8-K within four (4) business days
of the date hereof, in accordance with the Securities Exchange Act of 1934, as
amended, and the regulations promulgated thereunder.


3.             Except
as specifically set forth in this Amendment, there are no other amendments or
modifications to the Registration Rights Agreement, and all of the other forms,
terms and provisions of the Registration Rights Agreement remain in full force
and effect.


4.             From
and after the Amendment Effective Date, all references to the Registration
Rights Agreement shall be deemed to be references to the Registration Rights
Agreement, as the case may be, as modified hereby.









 



 


5.             This
Amendment shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of and be
enforceable by each of the parties hereto and their respective successors and
permitted assigns.  THIS
AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK. 
This Amendment may be executed in any number of counterparts, each of
which shall be an original, but all of which shall constitute one instrument.


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IN
WITNESS WHEREOF, each of the Company and the Purchasers has
caused this Amendment to the Registration Rights Agreement to be signed in its
name effective as of the date first above written.


	
  

  	
  IT&E INTERNATIONAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alastair McEwan

  	
   

  
	
   

  	
  Name:

  	
  Alastair McEwan

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  COMVEST
  INVESTMENT PARTNERS II

  
	
   

  	
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cecilio Rodriguez

  	
   

  
	
   

  	
   

  	
  Name: Cecilio
  Rodriguez

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Charles McCall

  	
   

  
	
   

  	
   

  	
  Charles McCall

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Matthew Dontzin

  	
   

  
	
   

  	
   

  	
  Matthew Dontzin