Exhibit 4.2  -  COMMON STOCK PURCHASE WARRANT

      THIS  WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
      OF THIS  WARRANT  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND
      THE COMMON STOCK ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE
      SOLD, OFFERED FOR SALE, PLEDGED  OR  HYPOTHECATED IN THE ABSENCE OF
      AN EFFECTIVE REGISTRATION STATEMENT AS  TO  THIS WARRANT UNDER SAID
      ACT  AND  ANY APPLICABLE STATE SECURITIES LAWS  OR  AN  OPINION  OF
      COUNSEL REASONABLY  SATISFACTORY  TO IT&E INTERNATIONAL GROUP, INC.
      THAT SUCH REGISTRATION IS NOT REQUIRED.

          Right to Purchase up to 1,924,000 Shares of Common Stock of

                        IT&E International Group, Inc.

                  (subject to adjustment as provided herein)

                         COMMON STOCK PURCHASE WARRANT


No. _________________Issue Date:  October 18, 2004


      IT&E INTERNATIONAL GROUP, INC., a corporation organized under the laws of
the State of Nevada ("IT&E International  Group, Inc."), hereby certifies that,
for value received, LAURUS MASTER FUND, LTD.,  or  assigns  (the  "Holder"), is
entitled,  subject  to the terms set forth below, to purchase from the  Company
(as defined herein) from  and  after  the Issue Date of this Warrant and at any
time or from time to time before 5:00 p.m., New York time, through the close of
business October 18, 2011 (the "Expiration  Date"),  up to 1,924,000 fully paid
and nonassessable shares of Common Stock (as hereinafter  defined),  $0.01  par
value per share, at the applicable Exercise Price per share (as defined below).
The  number  and  character  of  such shares of Common Stock and the applicable
Exercise Price per share are subject to adjustment as provided herein.

      As  used  herein  the  following  terms,  unless  the  context  otherwise
requires, have the following respective meanings:

            (a)   The term "Company"  shall  include  IT&E International Group,
      Inc. and any corporation which shall succeed, or  assume  the obligations
      of, IT&E International Group, Inc.  hereunder.

            (b)   The  term  "Common  Stock" includes (i) the Company's  Common
      Stock, par value $0.01 per share;  and  (ii)  any  other  securities into
      which  or  for  which  any  of  the  securities  described in (i) may  be
      converted   or   exchanged   pursuant  to  a  plan  of  recapitalization,
      reorganization, merger, sale of assets or otherwise.

            (c)   The term "Other Securities"  refers  to any stock (other than
      Common Stock) and other securities of the Company  or  any  other  person
      (corporate  or  otherwise) which the Holder at any time shall be entitled
      to receive, or shall  have  received,  on the exercise of the Warrant, in
      lieu of or in addition to Common Stock,  or  which  at  any time shall be
      issuable or shall have been issued in exchange for or in  replacement  of
      Common Stock or Other Securities pursuant to Section 4 or otherwise.

            (d)   The  "Exercise  Price" applicable under this Warrant shall be
      as follows:

                  (i)   a price of $.94 ,125% of the Fixed Conversion Price (as
            defined  in  the  Note) for  the   first  962,000  shares  acquired
            hereunder; and

                  (ii)  a price of $1.12 ,150% of the Fixed Conversion Price or
            the next 962,000 shares acquired hereunder

1. Exercise of Warrant.

      1.1   Number of Shares Issuable  upon  Exercise.  From and after the date
            hereof through and including the Expiration  Date, the Holder shall
            be entitled to receive, upon exercise of this  Warrant  in whole or
            in  part,  by  delivery  of  an original or fax copy of an exercise
            notice in the form attached hereto  as  Exhibit  A  (the  "Exercise
            Notice"),  shares  of  Common  Stock  of  the  Company,  subject to
            adjustment pursuant to Section 4.

      1.2   Fair Market Value.  For purposes hereof, the "Fair Market Value" of
            a share of Common Stock as of a particular date (the "Determination
            Date") shall mean:

            (a)   If the Company's Common Stock is traded on the American Stock
                  Exchange  or  another national exchange or is quoted  on  the
                  National or  SmallCap  Market  of  The  Nasdaq  Stock Market,
                  Inc.("Nasdaq"),   then   the  closing  or  last  sale  price,
                  respectively, reported for  the last business day immediately
                  preceding the Determination Date.

            (b)   If the Company's Common Stock  is  not traded on the American
                  Stock Exchange or another national exchange  or on the Nasdaq
                  but is traded on the NASD OTC Bulletin Board,  then  the mean
                  of  the  average of the closing bid and asked prices reported
                  for  the  last   business   day   immediately  preceding  the
                  Determination Date.

            (c)   Except  as  provided in clause (d) below,  if  the  Company's
                  Common Stock  is  not publicly traded, then as the Holder and
                  the  Company  agree  or   in  the  absence  of  agreement  by
                  arbitration in accordance with  the  rules  then in effect of
                  the  American  Arbitration  Association,  before   a   single
                  arbitrator to be chosen from a panel of persons qualified  by
                  education and training to pass on the matter to be decided.

            (d)   If  the  Determination  Date  is  the  date of a liquidation,
                  dissolution  or  winding  up, or any event  deemed  to  be  a
                  liquidation,  dissolution  or  winding  up  pursuant  to  the
                  Company's charter, then all  amounts  to be payable per share
                  to holders of the Common Stock pursuant to the charter in the
                  event of such liquidation, dissolution  or  winding  up, plus
                  all  other amounts to be payable per share in respect of  the
                  Common  Stock  in liquidation under the charter, assuming for
                  the purposes of  this  clause  (d)  that all of the shares of
                  Common Stock then issuable upon exercise  of  the Warrant are
                  outstanding at the Determination Date.

      1.3   Company  Acknowledgment.   The  Company  will, at the time  of  the
            exercise  of the Warrant, upon the request  of  the  Holder  hereof
            acknowledge  in writing its continuing obligation to afford to such
            Holder any rights  to  which  such  Holder  shall  continue  to  be
            entitled  after  such exercise in accordance with the provisions of
            this Warrant. If the  Holder  shall  fail to make any such request,
            such  failure  shall not affect the continuing  obligation  of  the
            Company to afford to such Holder any such rights.

      1.4   Trustee for Warrant  Holders.   In  the  event that a bank or trust
            company  shall  have  been  appointed as trustee  for  the  Holders
            pursuant to Subsection 3.2, such  bank  or trust company shall have
            all  the  powers  and  duties  of a warrant agent  (as  hereinafter
            described) and shall accept, in its own name for the account of the
            Company or such successor person  as  may  be entitled thereto, all
            amounts otherwise payable to the Company or  such successor, as the
            case may be, on exercise of this Warrant pursuant  to  this Section
            1.

2. Procedure for Exercise.

      2.1   Delivery  of  Stock  Certificates, Etc., on Exercise.  The  Company
            agrees that the shares  of  Common Stock purchased upon exercise of
            this Warrant shall be deemed  to  be  issued  to  the Holder as the
            record owner of such shares as of the close of business on the date
            on which this Warrant shall have been surrendered and  payment made
            for  such  shares  in  accordance herewith.  As soon as practicable
            after the exercise of this  Warrant  in full or in part, and in any
            event within three (3) business days thereafter, the Company at its
            expense (including the payment by it of any applicable issue taxes)
            will cause to be issued in the name of and delivered to the Holder,
            or as such Holder (upon payment by such  Holder  of  any applicable
            transfer  taxes)  may direct in compliance with applicable  federal
            and state securities  laws,  a  certificate or certificates for the
            number of duly and validly issued,  fully  paid  and  nonassessable
            shares  of Common Stock (or Other Securities) to which such  Holder
            shall be entitled on such exercise, plus, in lieu of any fractional
            share to  which such Holder would otherwise be entitled, cash equal
            to such fraction  multiplied  by  the then Fair Market Value of one
            full share, together with any other  stock  or other securities and
            property (including cash, where applicable) to which such Holder is
            entitled upon such exercise pursuant to Section 1 or otherwise.

      2.2   Exercise.  Payment may be made either in cash  or  by  certified or
            official  bank check payable to the order of the Company  equal  to
            the applicable  aggregate  Exercise Price, for the number of shares
            of Common Stock specified in such Exercise Notice (as such exercise
            number shall be adjusted to  reflect  any  adjustment  in the total
            number  of  shares of Common Stock issuable to the Holder  per  the
            terms of this  Warrant)  and the Holder shall thereupon be entitled
            to receive the number of duly  authorized,  validly  issued, fully-
            paid   and   non-assessable   shares  of  Common  Stock  (or  Other
            Securities) determined as provided herein.

3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.

      3.1   Reorganization, Consolidation, Merger, Etc.  In case at any time or
            from time to time, the Company  shall  (a) effect a reorganization,
            (b)  consolidate  with  or  merge  into any other  person,  or  (c)
            transfer all or substantially all of  its  properties  or assets to
            any  other  person under any plan or arrangement contemplating  the
            dissolution of the Company, then, in each such case, as a condition
            to the consummation  of  such  a  transaction,  proper and adequate
            provision shall be made by the Company whereby the  Holder,  on the
            exercise  hereof  as  provided  in  Section 1 at any time after the
            consummation of such reorganization, consolidation or merger or the
            effective  date of such dissolution, as  the  case  may  be,  shall
            receive, in lieu of the Common Stock (or Other Securities) issuable
            on such exercise prior to such consummation or such effective date,
            the stock and  other  securities  and  property (including cash) to
            which such Holder would have been entitled  upon  such consummation
            or in connection with such dissolution, as the case may be, if such
            Holder  had  so exercised this Warrant, immediately prior  thereto,
            all subject to further adjustment thereafter as provided in Section
            4.

      3.2   Dissolution.   In  the  event  of  any  dissolution  of the Company
            following  the  transfer  of  all  or  substantially  all  of   its
            properties   or   assets,   the   Company,  concurrently  with  any
            distributions made to holders of its  Common  Stock,  shall  at its
            expense  deliver  or  cause to be delivered to the Holder the stock
            and  other  securities  and   property   (including   cash,   where
            applicable)  receivable  by the Holder pursuant to Section 3.1, or,
            if the Holder shall so instruct  the  Company,  to  a bank or trust
            company specified by the Holder and having its principal  office in
            New York, NY as trustee for the Holder (the "Trustee").

      3.3   Continuation  of  Terms.   Upon  any reorganization, consolidation,
            merger  or transfer (and any dissolution  following  any  transfer)
            referred  to in this Section 3, this Warrant shall continue in full
            force and effect  and  the  terms hereof shall be applicable to the
            shares of stock and other securities and property receivable on the
            exercise  of  this  Warrant  after   the   consummation   of   such
            reorganization,  consolidation  or  merger or the effective date of
            dissolution following any such transfer,  as  the  case may be, and
            shall  be  binding  upon  the  issuer  of  any such stock or  other
            securities, including, in the case of any such transfer, the person
            acquiring all or substantially all of the properties  or  assets of
            the  Company,  whether  or  not  such  person  shall have expressly
            assumed the terms of this Warrant as provided in Section 4.  In the
            event this Warrant does not continue in full force and effect after
            the consummation of the transactions described in  this  Section 3,
            then  the Company's securities and property (including cash,  where
            applicable)  receivable  by the Holders will be delivered to Holder
            or the Trustee as contemplated by Section 3.2.

4. Extraordinary Events Regarding Common  Stock.  In the event that the Company
      shall (a) issue additional shares of  the  Common  Stock as a dividend or
      other  distribution  on  outstanding  Common  Stock,  (b)  subdivide  its
      outstanding shares of Common Stock, or (c) combine its outstanding shares
      of the Common Stock into a smaller number of shares of  the Common Stock,
      then,  in each such event, the Exercise Price shall, simultaneously  with
      the happening of such event, be adjusted by multiplying the then Exercise
      Price by a fraction, the numerator of which shall be the number of shares
      of Common  Stock  outstanding  immediately  prior  to  such event and the
      denominator  of  which  shall  be  the  number of shares of Common  Stock
      outstanding immediately after such event,  and  the  product  so obtained
      shall  thereafter  be  the  Exercise  Price  then in effect. The Exercise
      Price, as so adjusted, shall be readjusted in  the  same  manner upon the
      happening  of  any  successive event or events described herein  in  this
      Section 4.  The number  of  shares  of Common Stock that the Holder shall
      thereafter, on the exercise hereof as  provided in Section 1, be entitled
      to receive shall be increased to a number  determined  by multiplying the
      number  of  shares  of  Common  Stock that would otherwise (but  for  the
      provisions of this Section 4) be  issuable on such exercise by a fraction
      of which (a) the numerator is the Exercise  Price  that  would  otherwise
      (but  for  the  provisions  of this Section 4) be in effect, and (b)  the
      denominator is the Exercise Price in effect on the date of such exercise.

5. Certificate  as  to  Adjustments.    In  each  case  of  any  adjustment  or
      readjustment in the shares of Common Stock (or Other Securities) issuable
      on the exercise of the Warrant, the  Company at its expense will promptly
      cause  its  Chief  Financial  Officer or other  appropriate  designee  to
      compute such adjustment or readjustment  in  accordance with the terms of
      the Warrant and prepare a certificate setting  forth  such  adjustment or
      readjustment  and showing in detail the facts upon which such  adjustment
      or readjustment  is based, including a statement of (a) the consideration
      received or receivable by the Company for any additional shares of Common
      Stock (or Other Securities)  issued or sold or deemed to have been issued
      or sold, (b) the number of shares  of  Common Stock (or Other Securities)
      outstanding or deemed to be outstanding,  and  (c) the Exercise Price and
      the number of shares of Common Stock to be received upon exercise of this
      Warrant, in effect immediately prior to such adjustment  or  readjustment
      and  as adjusted or readjusted as provided in this Warrant.  The  Company
      will forthwith mail a copy of each such certificate to the Holder and any
      Warrant agent of the Company (appointed pursuant to Section 11 hereof).

6. Reservation  of  Stock,  Etc., Issuable on Exercise of Warrant.  The Company
      will at all times reserve  and  keep  available,  solely for issuance and
      delivery on the exercise of the Warrant, shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of the Warrant.

7. Assignment;  Exchange  of  Warrant.  Subject to compliance  with  applicable
      securities laws, this Warrant,  and  the  rights evidenced hereby, may be
      transferred by any registered Holder hereof  (a "Transferor") in whole or
      in  part.   On  the  surrender  for exchange of this  Warrant,  with  the
      Transferor's endorsement in the form  of  Exhibit  B attached hereto (the
      "Transferor  Endorsement  Form")  and  together with evidence  reasonably
      satisfactory  to  the Company demonstrating  compliance  with  applicable
      securities laws, which  shall  include, without limitation, the provision
      of  a  legal  opinion from the Transferor's  counsel  (at  the  Company's
      expense) that such  transfer is exempt from the registration requirements
      of applicable securities  laws, and with payment by the Transferor of any
      applicable transfer taxes)  will  issue and deliver to or on the order of
      the Transferor thereof a new Warrant  of  like  tenor, in the name of the
      Transferor  and/or  the  transferee(s)  specified  in   such   Transferor
      Endorsement Form (each a "Transferee"), calling in the aggregate  on  the
      face or faces thereof for the number of shares of Common Stock called for
      on the face or faces of the Warrant so surrendered by the Transferor.

8. Replacement  of  Warrant.  On receipt of evidence reasonably satisfactory to
      the Company of the loss, theft, destruction or mutilation of this Warrant
      and, in the case  of any such loss, theft or destruction of this Warrant,
      on delivery of an indemnity agreement or security reasonably satisfactory
      in form and amount to the Company or, in the case of any such mutilation,
      on surrender and cancellation of this Warrant, the Company at its expense
      will execute and deliver, in lieu thereof, a new Warrant of like tenor.

9. Registration Rights.   The  Holder  has  been  granted  certain registration
      rights  by the Company.  These registration rights are  set  forth  in  a
      Registration  Rights  Agreement  entered  into  by the Company and Holder
      dated as of even date of this Warrant.

10.Maximum  Exercise.   [The  Holder  shall not be entitled  to  exercise  this
      Warrant on an exercise date, in connection  with that number of shares of
      Common Stock which would be in excess of the  sum  of  (i)  the number of
      shares  of  Common  Stock  beneficially  owned  by  the  Holder  and  its
      affiliates  on  an exercise date, and (ii) the number of shares of Common
      Stock issuable upon  the  exercise  of this Warrant with respect to which
      the determination of this proviso is  being  made  on  an  exercise date,
      which  would  result  in  beneficial  ownership  by  the  Holder and  its
      affiliates of more than 4.99% of the outstanding shares of  Common  Stock
      of  the  Company  on  such  date.  For the purposes of the proviso to the
      immediately preceding sentence,  beneficial ownership shall be determined
      in accordance with Section 13(d) of  the Securities Exchange Act of 1934,
      as  amended,  and  Regulation  13d-3  thereunder.    Notwithstanding  the
      foregoing,  the restriction described in this paragraph  may  be  revoked
      upon 75 days  prior  notice  from  the  Holder  to  the  Company  and  is
      automatically  null and void upon an Event of Default under the Note made
      by the Company to  the Holder dated the date hereof (as amended, modified
      or supplemented from time to time, the "Note").

11.Warrant Agent.  The Company may, by written notice to the Holder, appoint an
      agent for the purpose  of  issuing  Common Stock (or Other Securities) on
      the  exercise of this Warrant pursuant  to  Section  1,  exchanging  this
      Warrant  pursuant  to  Section  7, and replacing this Warrant pursuant to
      Section 8, or any of the foregoing,  and  thereafter  any  such issuance,
      exchange or replacement, as the case may be, shall be made at such office
      by such agent.

12.Transfer on the Company's Books.  Until this Warrant is transferred  on  the
      books  of the Company, the Company may treat the registered Holder hereof
      as the absolute owner hereof for all purposes, notwithstanding any notice
      to the contrary.

13.Notices, Etc.   All notices and other communications from the Company to the
      Holder shall be  mailed  by  first  class  registered  or certified mail,
      postage  prepaid,  at  such  address  as may have been furnished  to  the
      Company in writing by such Holder or, until  any such Holder furnishes to
      the Company an address, then to, and at the address  of,  the last Holder
      who has so furnished an address to the Company.

14.Miscellaneous.   This  Warrant  and any term hereof may be changed,  waived,
      discharged or terminated only  by  an instrument in writing signed by the
      party  against which enforcement of such  change,  waiver,  discharge  or
      termination is sought. This Warrant shall be governed by and construed in
      accordance  with  the  laws  of  State  of  New  York  without  regard to
      principles  of  conflicts  of  laws.   Any  action brought concerning the
      transactions contemplated by this Warrant shall  be  brought  only in the
      state courts of New York or in the federal courts located in the state of
      New  York;  provided,  however, that the Holder may choose to waive  this
      provision  and bring an action  outside  the  state  of  New  York.   The
      individuals  executing  this  Warrant  on  behalf of the Company agree to
      submit to the jurisdiction of such courts and  waive  trial by jury.  The
      prevailing party shall be entitled to recover from the  other  party  its
      reasonable attorney's fees and costs.  In the event that any provision of
      this  Warrant is invalid or unenforceable under any applicable statute or
      rule of  law,  then  such  provision  shall  be deemed inoperative to the
      extent that it may conflict therewith and shall  be  deemed  modified  to
      conform  with  such statute or rule of law.  Any such provision which may
      prove invalid or  unenforceable  under  any  law  shall  not  affect  the
      validity  or  enforceability of any other provision of this Warrant.  The
      headings in this  Warrant  are  for purposes of reference only, and shall
      not limit or otherwise affect any of the terms hereof.  The invalidity or
      unenforceability of any provision  hereof  shall  in  no  way  affect the
      validity  or  enforceability  of any other provision hereof.  The Company
      acknowledges that legal counsel  participated  in the preparation of this
      Warrant  and, therefore, stipulates that the rule  of  construction  that
      ambiguities  are  to  be resolved against the drafting party shall not be
      applied in the interpretation  of this Warrant to favor any party against
      the other party.

                  [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;

                           SIGNATURE PAGE FOLLOWS.]


<PAGE>



      IN WITNESS WHEREOF, the Company  has executed this Warrant as of the date
first written above.


        IT&E INTERNATIONAL GROUP, INC.


WITNESS:
By:  /s/ Peter R. Sollenne
-------------------------------
Name:    Peter R. Sollenne
Title:   Chief Executive Officer





<PAGE>






                                   EXHIBIT A

                             FORM OF SUBSCRIPTION

                  (To Be Signed Only On Exercise Of Warrant)


TO:   IT&E International Group, Inc.



      Attention:  Chief Financial Officer

      The undersigned, pursuant to the provisions  set  forth  in  the attached
Warrant  (No.____),  hereby  irrevocably  elects  to purchase (check applicable
box):

________ shares of the Common Stock covered by such Warrant; or
the maximum number of shares of Common Stock covered  by  such Warrant pursuant
to the cashless exercise procedure set forth in Section 2.


      The  undersigned  herewith  makes  payment  in lawful money of the United
States  of  the  full Exercise Price for such shares at  the  price  per  share
provided for in such Warrant, which is $___________.


      The undersigned  requests that the certificates for such shares be issued
in the name of, and delivered to ______________________________________________
whose                                 address                                is
___________________________________________________________________________.

      The undersigned represents and warrants  that all offers and sales by the
undersigned  of the securities issuable upon exercise  of  the  within  Warrant
shall be made pursuant to registration of the Common Stock under the Securities
Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from
registration under the Securities Act and any applicable state securities laws.


Dated:

       (Signature must conform to name of Holder as specified on the face of
the Warrant)

       Address:


                                      A-#

<PAGE>




                                   EXHIBIT B

                        FORM OF TRANSFEROR ENDORSEMENT

                  (To Be Signed Only On Transfer Of Warrant)

      For value  received, the undersigned hereby sells, assigns, and transfers
unto the person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by  the  within  Warrant to purchase the percentage and number  of
shares of Common Stock of IT&E International Group, Inc.  into which the within
Warrant  relates specified under  the  headings  "Percentage  Transferred"  and
"Number Transferred,"  respectively, opposite the name(s) of such person(s) and
appoints each such person  Attorney  to  transfer  its  respective right on the
books of IT&E International Group, Inc.  with full power of substitution in the
premises.

        Percentage Number Transferred   Transferees  Address  Transferred




Dated:

       (Signature must conform to name of Holder as specified on the face of
the Warrant)

       Address:

                    SIGNED IN THE PRESENCE OF:

                              (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]



       (Name)




                                      B-#


<PAGE>