Exhibit 4.3 - REGISTRATION RIGHTS AGREEMENT



                        REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") is made and entered
into  as  of October 18, 2004, by and between IT&E International Group, Inc., a
Nevada  corporation   (the  "Company"),  and  Laurus  Master  Fund,  Ltd.  (the
"Purchaser").

      This Agreement is  made  pursuant  to  the Securities Purchase Agreement,
dated as of the date hereof, by and between the  Purchaser  and the Company (as
amended,  modified or supplemented from time to time, the "Securities  Purchase
Agreement"), and pursuant to the Note and the Warrants referred to therein.

      The Company and the Purchaser hereby agree as follows:

1. Definitions.   Capitalized  terms used and not otherwise defined herein that
      are defined in the Securities  Purchase Agreement shall have the meanings
      given such terms in the Securities  Purchase  Agreement.  As used in this
      Agreement, the following terms shall have the following meanings:

             "Commission" means the Securities and Exchange Commission.

             "Common  Stock" means shares of the Company's  common  stock,  par
value $0.01 per share.

             "Effectiveness  Date"  means  (i)  with  respect  to  the  initial
Registration Statement required to be filed hereunder, a date no later than one
hundred  (100)   days  following  the date hereof and (ii) with respect to each
additional Registration Statement required  to  be  filed  hereunder, a date no
later than thirty (30) days following the applicable Filing Date.

             "Effectiveness Period" shall have the meaning set forth in Section
2(a).

             "Exchange  Act"  means  the Securities Exchange Act  of  1934,  as
amended, and any successor statute.


             "Filing Date" means, with  respect to (i) the initial Registration
Statement required to be filed hereunder, a date no later than thirty (30) days
following  the date hereof and (ii) with respect  to  shares  of  Common  Stock
issuable to  the  Purchaser  as a result of adjustments to the Fixed Conversion
Price made pursuant to Section  3.4  of the Note or Section 4 of the Warrant or
otherwise, thirty (30) days after the  occurrence such event or the date of the
adjustment of the Fixed Conversion Price.


             "Purchaser" or "Purchasers"  means  the  Purchaser  or  any of its
affiliates   or  transferees  to  the  extent  any  of  them  hold  Registrable
Securities.

             "Indemnified  Party"  shall  have the meaning set forth in Section
5(c).

             "Indemnifying Party" shall have  the  meaning set forth in Section
5(c).

             "Note"  has  the  meaning  set  forth in the  Securities  Purchase
Agreement.

             "Proceeding"  means  an  action,  claim,  suit,  investigation  or
proceeding  (including,  without  limitation,  an  investigation   or   partial
proceeding, such as a deposition), whether commenced or threatened.

             "Prospectus"  means  the  prospectus  included in the Registration
Statement  (including,  without  limitation,  a prospectus  that  includes  any
information previously omitted from a prospectus  filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement, with
respect  to  the  terms  of  the  offering  of  any  portion of the Registrable
Securities covered by the Registration Statement, and  all other amendments and
supplements  to the Prospectus, including post-effective  amendments,  and  all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

             "Registrable  Securities"  means the shares of Common Stock issued
upon the conversion of the Note and issuable upon exercise of the Warrants.

             "Registration  Statement"  means   each   registration   statement
required  to  be  filed  hereunder,  including  the  Prospectus, amendments and
supplements to such registration statement or Prospectus,  including  pre-  and
post-effective  amendments, all exhibits thereto, and all material incorporated
by reference or deemed  to  be  incorporated  by reference in such registration
statement.

             "Rule 144" means Rule 144 promulgated  by  the Commission pursuant
to the Securities Act, as such Rule may be amended from time  to  time,  or any
similar   rule  or  regulation  hereafter  adopted  by  the  Commission  having
substantially the same effect as such Rule.

             "Rule  415"  means Rule 415 promulgated by the Commission pursuant
to the Securities Act, as such  Rule  may  be amended from time to time, or any
similar  rule  or  regulation  hereafter  adopted   by  the  Commission  having
substantially the same effect as such Rule.

             "Rule 424" means Rule 424 promulgated by  the  Commission pursuant
to the Securities Act, as such Rule may be amended from time  to  time,  or any
similar   rule  or  regulation  hereafter  adopted  by  the  Commission  having
substantially the same effect as such Rule.

             "Securities Act" means the Securities Act of 1933, as amended, and
any successor statute.

             "Securities  Purchase  Agreement"  means the agreement between the
parties  hereto  calling  for  the issuance by the Company  of  $5,000,000   of
convertible Note plus Warrants.

             "Trading Market" means  any of the NASD OTC Bulletin Board, NASDAQ
SmallCap Market, the Nasdaq National Market, the American Stock Exchange or the
New York Stock Exchange.

             "Warrants"  means  the  Common   Stock  purchase  warrants  issued
pursuant to the Securities Purchase Agreement.

2. Registration.

      (a)    On or prior to the Filing Date the  Company shall prepare and file
             with  the  Commission  a  Registration  Statement   covering   the
             Registrable  Securities for an offering to be made on a continuous
             basis pursuant  to  Rule 415.  The Registration Statement shall be
             on  Form S-3 (except if  the  Company  is  not  then  eligible  to
             register  for  resale  the  Registrable Securities on Form S-3, in
             which case such registration  shall be on another appropriate form
             in accordance herewith).  The Company shall cause the Registration
             Statement to become effective and  remain  effective  as  provided
             herein.   The  Company shall use its reasonable commercial efforts
             to cause the Registration Statement to be declared effective under
             the Securities Act  no  later  than  the  Effectiveness Date.  The
             Company shall use its reasonable commercial  efforts  to  keep the
             Registration Statement continuously effective under the Securities
             Act  until  the  date  which  is  the earlier date of when (i) all
             Registrable  Securities have been sold  or  (ii)  all  Registrable
             Securities may  be sold immediately without registration under the
             Securities Act and  without  volume  restrictions pursuant to Rule
             144(k) and are registered or qualified or exempt from registration
             or qualification under the registration,  permit  or qualification
             requirements   of   all  applicable  state  securities  laws,   as
             determined by the counsel  to  the  Company  pursuant to a written
             opinion  letter  to such effect, addressed and acceptable  to  the
             Company's  transfer   agent   and  the  affected  Purchasers  (the
             "Effectiveness Period").

      (b)    If: (i) the Registration Statement is not filed on or prior to the
             Filing  Date;  (ii) the Registration  Statement  is  not  declared
             effective by the Commission by the Effectiveness Date; (iii) after
             the Registration Statement is filed with and declared effective by
             the Commission,  the Registration Statement ceases to be effective
             (by suspension or  otherwise)  as to all Registrable Securities to
             which it is required to relate at any time prior to the expiration
             of the Effectiveness Period (without  being  succeeded immediately
             by  an  additional  registration  statement  filed   and  declared
             effective) for a period of time which shall exceed 30  days in the
             aggregate  per  year  or  more  than 20 consecutive calendar  days
             (defined  as  a period of 365 days  commencing  on  the  date  the
             Registration Statement  is declared effective); or (iv) the Common
             Stock is not listed or quoted, or is suspended from trading on any
             Trading Market for a period  of three (3) consecutive Trading Days
             (provided  the Company shall not  have  been  able  to  cure  such
             trading suspension  within  30  days of the notice thereof or list
             the Common Stock on another Trading  Market); (any such failure or
             breach being referred to as an "Event," and for purposes of clause
             (i) or (ii) the date on which such Event  occurs,  or for purposes
             of  clause (iii) the date which such 30 day or 20 consecutive  day
             period (as the case may be) is exceeded, or for purposes of clause
             (iv)  the  date  on  which  such  three  (3) Trading Day period is
             exceeded,  being  referred  to as "Event Date"),  then  until  the
             applicable Event is cured, the Company shall pay to each Purchaser
             an amount in cash, as liquidated  damages  and  not  as a penalty,
             equal  to  2.0%  for  each  thirty  (30) day period (prorated  for
             partial periods) on a daily basis of the original principal amount
             of the Note.  While such Event continues,  such liquidated damages
             shall  be  paid not less often than each thirty  (30)  days.   Any
             unpaid liquidated  damages  as  of the date when an Event has been
             cured by the Company shall be paid  within three (3) business days
             following  the date on which such Event  has  been  cured  by  the
             Company.

             (c)   Within three (3) business days of the Effectiveness Date,
      the Company shall cause its counsel to issue a blanket opinion in the
      form attached hereto as Exhibit A or in such form as may be required by
      the transfer agent, to the transfer agent stating that the shares are
      subject to an effective registration statement and can be reissued free
      of restrictive legend upon notice of a sale by the Purchaser and
      confirmation by the Purchaser that it has complied with the prospectus
      delivery requirements, provided that the Company has not advised the
      transfer agent orally or in writing that the opinion has been withdrawn.
      Copies of the blanket opinion required by this Section  2(c) shall be
      delivered to the Purchaser within the time frame set forth above.


3. Registration Procedures.   If  and  whenever  the Company is required by the
      provisions  hereof  to  effect  the  registration   of   any  Registrable
      Securities  under the Securities Act, the Company will, as  expeditiously
      as possible:

      (a)    prepare  and  file  with the Commission the Registration Statement
             with respect to such  Registrable  Securities, respond as promptly
             as possible to any comments received  from the Commission, and use
             its commercially reasonable best efforts to cause the Registration
             Statement  to become and remain effective  for  the  Effectiveness
             Period with respect thereto, and promptly provide to the Purchaser
             copies of all  filings  and Commission letters of comment relating
             thereto;

      (b)    prepare  and  file  with  the   Commission   such  amendments  and
             supplements to the Registration Statement and  the Prospectus used
             in  connection  therewith as may be necessary to comply  with  the
             provisions of the  Securities  Act with respect to the disposition
             of  all  Registrable  Securities  covered   by   the  Registration
             Statement and to keep such Registration Statement  effective until
             the expiration of the Effectiveness Period;

      (c)    furnish to the Purchaser such number of copies of the Registration
             Statement  and  the  Prospectus  included therein (including  each
             preliminary Prospectus) as the Purchaser reasonably may request to
             facilitate  the  public  sale or disposition  of  the  Registrable
             Securities covered by the Registration Statement;

      (d)    use its commercially reasonable efforts to register or qualify the
             Purchaser's Registrable Securities  covered  by  the  Registration
             Statement  under  the  securities  or  "blue  sky"  laws  of  such
             jurisdictions  within  the  United  States  as  the  Purchaser may
             reasonably request, provided, however, that the Company  shall not
             for  any such purpose be required to qualify generally to transact
             business  as a foreign corporation in any jurisdiction where it is
             not so qualified  or  to  consent to general service of process in
             any such jurisdiction;

      (e)    list  the  Registrable  Securities  covered  by  the  Registration
             Statement with any Trading Market on which the Common Stock of the
             Company is then listed;

      (f)    immediately notify the Purchaser  at  any  time  when a Prospectus
             relating thereto is required to be delivered under  the Securities
             Act,  of  the  happening  of  any  event of which the Company  has
             knowledge as a result of which the Prospectus  contained  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  light  of  the  circumstances  then
             existing; and

      (g)    make available for  inspection  by the Purchaser and any attorney,
             accountant or other agent retained  by the Purchaser, all publicly
             available, non-confidential financial and other records, pertinent
             corporate documents and properties of  the  Company, and cause the
             Company's officers, directors and employees to supply all publicly
             available,  non-confidential information reasonably  requested  by
             the attorney, accountant or agent of the Purchaser.

4. Registration Expenses.   All  expenses  relating to the Company's compliance
      with  Sections  2  and  3  hereof,  including,  without  limitation,  all
      registration and filing fees, printing  expenses,  fees and disbursements
      of counsel and independent public accountants for the  Company,  fees and
      expenses (including reasonable counsel fees) incurred in connection  with
      complying  with  state  securities  or "blue sky" laws, fees of the NASD,
      transfer taxes, fees of transfer agents  and  registrars,  fees  of,  and
      disbursements  incurred by, one counsel for the Purchasers (to the extent
      such counsel is  required  due  to  Company's  failure to meet any of its
      obligations hereunder), are called "Registration  Expenses".  All selling
      commissions  applicable  to the sale of Registrable Securities, including
      any fees and disbursements  of  any  special  counsel  to  the Purchasers
      beyond  those  included  in  Registration  Expenses,  are called "Selling
      Expenses."   The Company shall only be responsible for  all  Registration
      Expenses.

5. Indemnification.

      (a)    In the event of a registration of any Registrable Securities under
             the  Securities  Act pursuant to this Agreement, the Company  will
             indemnify and hold  harmless  the  Purchaser,  and  its  officers,
             directors  and  each  other  person,  if  any,  who  controls  the
             Purchaser  within  the  meaning of the Securities Act, against any
             losses, claims, damages or liabilities, joint or several, to which
             the  Purchaser,  or such persons  may  become  subject  under  the
             Securities Act or  otherwise,  insofar  as  such  losses,  claims,
             damages  or liabilities (or actions in respect thereof) arise  out
             of or are  based  upon  any  untrue  statement  or  alleged untrue
             statement  of  any  material  fact  contained  in any Registration
             Statement under which such Registrable Securities  were registered
             under   the  Securities  Act  pursuant  to  this  Agreement,   any
             preliminary  Prospectus  or final Prospectus contained therein, or
             any amendment or supplement  thereof, or arise out of or are based
             upon 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,   and   will  reimburse  the
             Purchaser, and each such person for any reasonable  legal or other
             expenses  incurred  by  them  in connection with investigating  or
             defending  any  such loss, claim,  damage,  liability  or  action;
             provided, however, that the Company will not be liable in any such
             case if and to the  extent  that  any  such loss, claim, damage or
             liability arises out of or is based upon  an  untrue  statement or
             alleged untrue statement or omission or alleged omission  so  made
             in  conformity  with  information furnished by or on behalf of the
             Purchaser or any such person  in  writing  specifically for use in
             any such document.

      (b)    In the event of a registration of the Registrable Securities under
             the Securities Act pursuant to this Agreement,  the Purchaser will
             indemnify  and  hold  harmless  the  Company,  and  its  officers,
             directors and each other person, if any, who controls  the Company
             within  the  meaning  of  the  Securities Act, against all losses,
             claims, damages or liabilities,  joint  or  several,  to which the
             Company  or  such  persons may become subject under the Securities
             Act or otherwise, insofar  as  such  losses,  claims,  damages  or
             liabilities  (or  actions  in respect thereof) arise out of or are
             based upon any untrue statement or alleged untrue statement of any
             material fact which was furnished  in  writing by the Purchaser to
             the  Company  expressly  for  use  in  (and  such  information  is
             contained  in)  the  Registration  Statement  under   which   such
             Registrable  Securities  were  registered under the Securities Act
             pursuant to this Agreement, any  preliminary  Prospectus  or final
             Prospectus  contained  therein,  or  any  amendment  or supplement
             thereof, or arise out of or are based upon 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, and will reimburse the  Company  and  each such person
             for  any reasonable legal or other expenses incurred  by  them  in
             connection  with  investigating or defending any such loss, claim,
             damage, liability or action, provided, however, that the Purchaser
             will be liable in any such case if and only to the extent that any
             such loss, claim, damage  or  liability  arises out of or is based
             upon an untrue statement or alleged untrue  statement  or omission
             or  alleged  omission  so  made  in  conformity  with  information
             furnished  in  writing  to  the  Company  by  or  on behalf of the
             Purchaser   specifically   for   use   in   any   such   document.
             Notwithstanding  the  provisions  of this paragraph, the Purchaser
             shall not be required to indemnify  any person or entity in excess
             of  the  amount  of  the aggregate net proceeds  received  by  the
             Purchaser in respect of  Registrable Securities in connection with
             any such registration under the Securities Act.

      (c)    Promptly   after   receipt  by   a   party   entitled   to   claim
             indemnification hereunder  (an  "Indemnified  Party") of notice of
             the commencement of any action, such Indemnified Party shall, if a
             claim for indemnification in respect thereof is to be made against
             a party hereto obligated to indemnify such Indemnified  Party  (an
             "Indemnifying  Party"),  notify  the Indemnifying Party in writing
             thereof,  but  the omission so to notify  the  Indemnifying  Party
             shall not relieve  it from any liability which it may have to such
             Indemnified Party other  than  under  this  Section 5(c) and shall
             only  relieve  it  from any liability which it may  have  to  such
             Indemnified Party under this Section 5(c) if and to the extent the
             Indemnifying Party is  prejudiced  by  such  omission. In case any
             such action shall be brought against any Indemnified  Party and it
             shall  notify the Indemnifying Party of the commencement  thereof,
             the Indemnifying Party shall be entitled to participate in and, to
             the extent  it  shall  wish,  to  assume and undertake the defense
             thereof with counsel satisfactory to  such Indemnified Party, and,
             after notice from the Indemnifying Party to such Indemnified Party
             of its election so to assume and undertake  the  defense  thereof,
             the  Indemnifying  Party  shall  not be liable to such Indemnified
             Party under this Section 5(c) for  any legal expenses subsequently
             incurred by such Indemnified Party in  connection with the defense
             thereof; if the Indemnified Party retains  its  own  counsel, then
             the  Indemnified  Party shall pay all fees, costs and expenses  of
             such counsel, provided,  however,  that,  if the defendants in any
             such   action   include  both  the  indemnified  party   and   the
             Indemnifying Party and the Indemnified Party shall have reasonably
             concluded that there  may  be  reasonable defenses available to it
             which are different from or additional  to  those available to the
             Indemnifying  Party or if the interests of the  Indemnified  Party
             reasonably may  be  deemed  to  conflict with the interests of the
             Indemnifying Party, the Indemnified  Party shall have the right to
             select one separate counsel and to assume  such legal defenses and
             otherwise to participate in the defense of such  action,  with the
             reasonable  expenses  and  fees of such separate counsel and other
             expenses related to such participation  to  be  reimbursed  by the
             Indemnifying Party as incurred.

      (d)    In  order  to  provide  for just and equitable contribution in the
             event of joint liability  under  the Securities Act in any case in
             which  either  (i)  the Purchaser, or  any  officer,  director  or
             controlling  person  of   the   Purchaser,   makes   a  claim  for
             indemnification  pursuant  to  this Section 5 but it is judicially
             determined (by the entry of a final  judgment or decree by a court
             of competent jurisdiction and the expiration  of time to appeal or
             the denial of the last right of appeal) that such  indemnification
             may  not  be enforced in such case notwithstanding the  fact  that
             this Section  5 provides for indemnification in such case, or (ii)
             contribution under  the Securities Act may be required on the part
             of the Purchaser or such  officer,  director or controlling person
             of  the Purchaser in circumstances for  which  indemnification  is
             provided  under  this  Section 5; then, and in each such case, the
             Company and the Purchaser will contribute to the aggregate losses,
             claims, damages or liabilities to which they may be subject (after
             contribution from others) in such proportion so that the Purchaser
             is responsible only for  the portion represented by the percentage
             that the public offering price  of  its  securities offered by the
             Registration Statement bears to the public  offering  price of all
             securities  offered  by  such  Registration  Statement,  provided,
             however,  that,  in  any such case, (A) the Purchaser will not  be
             required to contribute any amount in excess of the public offering
             price  of all such securities  offered  by  it  pursuant  to  such
             Registration  Statement;  and  (B)  no  person or entity guilty of
             fraudulent misrepresentation (within the  meaning of Section 10(f)
             of the Act) will be entitled to contribution  from  any  person or
             entity who was not guilty of such fraudulent misrepresentation.

6. Representations and Warranties.

      (a)    The Common Stock of the Company is registered pursuant to  Section
             12(b)  or  12(g)  of the Exchange Act and, except with respect  to
             certain matters which  the  Company has disclosed to the Purchaser
             on Schedule 4.21 to the Securities Purchase Agreement, the Company
             has timely filed all proxy statements,  reports, schedules, forms,
             statements and other documents required to  be  filed  by it under
             the Exchange Act.  The Company has filed (i) its Annual  Report on
             Form 10-K for its fiscal year ended December 31, 2003 and (ii) its
             Quarterly Report on Form 10-Q for the fiscal quarters ended  March
             31,  2004  and  June  30,  2004 (collectively, the "SEC Reports").
             Each SEC Report was, at the  time  of  its  filing, in substantial
             compliance with the requirements of its respective  form  and none
             of  the  SEC  Reports, nor the financial statements (and the notes
             thereto) included  in  the  SEC  Reports,  as  of their respective
             filing dates, contained any untrue statement of a material fact or
             omitted to state a material fact required to be  stated therein or
             necessary  to  make  the  statements  therein,  in  light  of  the
             circumstances  under  which  they were made, not misleading.   The
             financial statements of the Company  included  in  the SEC Reports
             comply  as  to  form  in  all  material  respects  with applicable
             accounting requirements and the published rules and regulations of
             the  Commission  or  other  applicable rules and regulations  with
             respect thereto.  Such financial  statements have been prepared in
             accordance with generally accepted  accounting principles ("GAAP")
             applied on a consistent basis during  the periods involved (except
             (i) as may be otherwise indicated in such  financial statements or
             the  notes  thereto  or  (ii)  in  the  case of unaudited  interim
             statements, to the extent they may not include footnotes or may be
             condensed)  and  fairly  present  in  all  material  respects  the
             financial condition, the results of operations  and the cash flows
             of the Company and its subsidiaries, on a consolidated  basis,  as
             of, and for, the periods presented in each such SEC Report.

      (b)    The  Common Stock is trading on the NASD Over the Counter Bulletin
             Board   ("OTCBB")   and   satisfies   all   requirements  for  the
             continuation of such trading.  The Company has  not  received  any
             notice  that  its  Common Stock will be ineligible to trade on the
             OTCBB (except for prior notices which have been fully remedied) or
             that its Common Stock  does  not  meet  all  requirements for such
             trading.

      (c)    Neither  the Company, nor any of its affiliates,  nor  any  person
             acting on its or their behalf, has directly or indirectly made any
             offers or sales of any security or solicited any offers to buy any
             security under  circumstances that would cause the offering of the
             Securities pursuant  to  the  Securities  Purchase Agreement to be
             integrated with prior offerings by the Company for purposes of the
             Securities Act which would prevent the Company  from  selling  the
             Common Stock pursuant to Rule 506 under the Securities Act, or any
             applicable  exchange-related  stockholder approval provisions, nor
             will the Company or any of its affiliates or subsidiaries take any
             action or steps that would cause the offering of the Securities to
             be integrated with other offerings.

      (d)    The Warrants, the Note and the  shares  of  Common Stock which the
             Purchaser may acquire pursuant to the Warrants  and  the  Note are
             all restricted securities under the Securities Act as of the  date
             of  this  Agreement.  The Company will not issue any stop transfer
             order or other  order impeding the sale and delivery of any of the
             Registrable Securities at such time as such Registrable Securities
             are registered for  public  sale or an exemption from registration
             is available, except as required  by  federal  or state securities
             laws.

      (e)    The  Company understands the nature of the Registrable  Securities
             issuable  upon  the conversion of the Note and the exercise of the
             Warrant and recognizes  that  the  issuance  of  such  Registrable
             Securities  may  have  a  potential  dilutive effect.  The Company
             specifically  acknowledges  that  its  obligation   to  issue  the
             Registrable Securities is binding upon the Company and enforceable
             regardless of the dilution such issuance may have on the ownership
             interests of other stockholders of the Company.

      (f)    Except  for  agreements  made in the ordinary course of  business,
             there is no agreement that  has not been filed with the Commission
             as an exhibit to a registration statement or to a form required to
             be filed by the Company under  the  Exchange  Act,  the  breach of
             which could reasonably be expected to have a material and  adverse
             effect  on the Company and its subsidiaries, or would prohibit  or
             otherwise  interfere with the ability of the Company to enter into
             and perform  any  of  its  obligations under this Agreement in any
             material respect.

      (g)    The  Company will at all times  have  authorized  and  reserved  a
             sufficient   number  of  shares  of  Common  Stock  for  the  full
             conversion of the Note and exercise of the Warrants.

7. Miscellaneous.

      (a)    Remedies.  In  the  event  of  a  breach  by  the  Company or by a
             Purchaser,  of  any  of  their  respective obligations under  this
             Agreement, each Purchaser or the  Company,  as the case may be, in
             addition to being entitled to exercise all rights  granted  by law
             and  under this Agreement, including recovery of damages, will  be
             entitled   to  specific  performance  of  its  rights  under  this
             Agreement.

      (b)    No Piggyback  on  Registrations.   Except  as  and  to  the extent
             specified in Schedule 7(b) hereto, neither the Company nor  any of
             its  security  holders (other than the Purchasers in such capacity
             pursuant hereto)  may  include  securities  of  the Company in any
             Registration Statement other than the Registrable  Securities, and
             the  Company  shall  not  after  the  date  hereof enter into  any
             agreement providing any such right for inclusion  of shares in the
             Registration Statement to any of its security holders.  Except  as
             and  to  the extent specified in Schedule 7(b) hereto, the Company
             has  not  previously  entered  into  any  agreement  granting  any
             registration  rights  with respect to any of its securities to any
             Person that have not been fully satisfied.

      (c)    Compliance.  Each Purchaser  covenants  and  agrees  that  it will
             comply with the prospectus delivery requirements of the Securities
             Act  as  applicable  to it in connection with sales of Registrable
             Securities pursuant to the Registration Statement.

      (d)    Discontinued  Disposition.    Each   Purchaser   agrees   by   its
             acquisition of such Registrable Securities that, upon receipt of a
             notice  from  the  Company  of the occurrence of a Discontinuation
             Event   (as  defined  below),  such   Purchaser   will   forthwith
             discontinue  disposition  of such Registrable Securities under the
             applicable Registration Statement  until  such Purchaser's receipt
             of  the  copies  of  the  supplemented Prospectus  and/or  amended
             Registration Statement or until  it  is  advised  in  writing (the
             "Advice") by the Company that the use of the applicable Prospectus
             may  be resumed, and, in either case, has received copies  of  any
             additional or supplemental filings that are incorporated or deemed
             to be incorporated by reference in such Prospectus or Registration
             Statement.  The  Company  may  provide  appropriate stop orders to
             enforce the provisions of this paragraph.   For  purposes  of this
             Section  7(d),  a "Discontinuation Event" shall mean (i) when  the
             Commission notifies  the  Company whether there will be a "review"
             of  such  Registration  Statement   and  whenever  the  Commission
             comments in writing on such Registration  Statement  (the  Company
             shall  provide  true  and  complete copies thereof and all written
             responses thereto to each of  the Purchasers); (ii) any request by
             the  Commission  or  any  other  federal   or  state  governmental
             authority  for  amendments  or  supplements  to such  Registration
             Statement or Prospectus or for additional information;  (iii)  the
             issuance  by  the  Commission  of  any  stop  order suspending the
             effectiveness of such Registration Statement covering  any  or all
             of the Registrable Securities or the initiation of any Proceedings
             for  that  purpose;  (iv)  the  receipt  by  the  Company  of  any
             notification  with  respect to the suspension of the qualification
             or  exemption  from  qualification   of  any  of  the  Registrable
             Securities  for sale in any jurisdiction,  or  the  initiation  or
             threatening of  any  Proceeding  for  such purpose; and/or (v) the
             occurrence  of  any  event  or  passage  of time  that  makes  the
             financial  statements  included  in  such  Registration  Statement
             ineligible  for inclusion therein or any statement  made  in  such
             Registration  Statement or Prospectus or any document incorporated
             or deemed to be  incorporated  therein  by reference untrue in any
             material   respect  or  that  requires  any  revisions   to   such
             Registration  Statement, Prospectus or other documents so that, in
             the case of such Registration Statement or Prospectus, as the case
             may be, it will  not  contain  any  untrue statement of a material
             fact  or omit to state any material fact  required  to  be  stated
             therein  or  necessary to make the statements therein, in light of
             the circumstances under which they were made, not misleading.

      (e)    Piggy-Back Registrations.  If at any time during the Effectiveness
             Period there is  not  an effective Registration Statement covering
             all of the Registrable  Securities and the Company shall determine
             to prepare and file with  the  Commission a registration statement
             relating to an offering for its  own  account  or  the  account of
             others  under  the Securities Act of any of its equity securities,
             other than on Form  S-4 or Form S-8 (each as promulgated under the
             Securities  Act) or their  then  equivalents  relating  to  equity
             securities to  be issued solely in connection with any acquisition
             of  any  entity or  business  or  equity  securities  issuable  in
             connection with stock option or other employee benefit plans, then
             the Company  shall  send  to each Purchaser written notice of such
             determination and, if within  fifteen  days  after receipt of such
             notice,  any  such  Purchaser  shall  so request in  writing,  the
             Company shall include in such registration  statement  all  or any
             part of such Registrable Securities such Purchaser requests to  be
             registered  to  the extent the Company may do so without violating
             registration rights  of  others which exist as of the date of this
             Agreement, subject to customary underwriter cutbacks applicable to
             all holders of registration  rights  and  subject to obtaining any
             required  the  consent  of  any  selling  stockholder(s)  to  such
             inclusion under such registration statement.

      (f)    Amendments  and  Waivers.   The  provisions  of   this  Agreement,
             including  the  provisions of this sentence, may not  be  amended,
             modified or supplemented,  and  waivers  or consents to departures
             from the provisions hereof may not be given, unless the same shall
             be in writing and signed by the Company and  the Purchasers of the
             then  outstanding  Registrable  Securities.  Notwithstanding   the
             foregoing,  a  waiver  or  consent  to  depart from the provisions
             hereof with respect to a matter that relates  exclusively  to  the
             rights  of  certain  Purchasers  and  that  does  not  directly or
             indirectly affect the rights of other Purchasers may be  given  by
             Purchasers of at least a majority of the Registrable Securities to
             which  such waiver or consent relates; provided, however, that the
             provisions  of  this  sentence  may  not  be amended, modified, or
             supplemented  except  in  accordance with the  provisions  of  the
             immediately preceding sentence.

      (g)    Notices.  Any notice or request  hereunder  may  be  given  to the
             Company  or  the  Purchaser  at the respective addresses set forth
             below or as may hereafter be specified in a notice designated as a
             change of address under this Section  7(g).  Any notice or request
             hereunder shall be given by registered  or  certified mail, return
             receipt requested, hand delivery, overnight mail,  Federal Express
             or  other  national  overnight  next  day  carrier  (collectively,
             "Courier") or telecopy (confirmed by mail).  Notices  and requests
             shall  be, in the case of those by hand delivery, deemed  to  have
             been given when delivered to any party to whom it is addressed, in
             the case  of  those by mail or overnight mail, deemed to have been
             given three (3) business days after the date when deposited in the
             mail or with the overnight mail carrier, in the case of a Courier,
             the next business  day  following  timely  delivery of the package
             with the Courier, and, in the case of a telecopy,  when confirmed.
             The  address  for  such  notices  and communications shall  be  as
             follows:


If to the Company:     IT&E International Group, Inc.
                       505 Lomas Santa Fe Drive
                       Suite 200
                       Solanan Beach CA  92075
                       Attention:   Chief Financial Officer
                       Facsimile:   858-366-0961

                       with a copy to:
                       Pillsbury Winthrop LLP
                       2475 Hanover Street
                       Palo Alto, CA 94304
                       Attention: Richard S. Bebb, Esq.
                       Facsimile: (650) 233-4545



If to a Purchaser:    To the address set forth under such Purchaser
                      name on the signature pages hereto.

If to any other Person who is then the registered Purchaser:

                      To the address of such Purchaser as it appears in
                      the stock transfer books of the Company

or  such  other  address as may be designated  in  writing  hereafter  in
accordance with this Section 7(g) by such Person.

      (h)    Successors and Assigns.  This Agreement shall inure to the benefit
             of and be binding  upon  the  successors  and permitted assigns of
             each  of  the  parties  and  shall inure to the  benefit  of  each
             Purchaser. The Company may not  assign  its  rights or obligations
             hereunder  without  the prior written consent of  each  Purchaser.
             Each Purchaser may assign their respective rights hereunder in the
             manner and to the Persons  as  permitted  under  the Notes and the
             Securities  Purchase Agreement with the prior written  consent  of
             the Company, which consent shall not be unreasonably withheld.

      (i)    Execution and Counterparts.  This Agreement may be executed in any
             number of counterparts,  each  of  which when so executed shall be
             deemed to be an original and, all of  which  taken  together shall
             constitute  one  and  the  same  Agreement. In the event that  any
             signature is delivered by facsimile  transmission,  such signature
             shall create a valid binding obligation of the party executing (or
             on whose behalf such signature is executed) the same with the same
             force and effect as if such facsimile signature were  the original
             thereof.

      (j)    Governing   Law.    All  questions  concerning  the  construction,
             validity, enforcement  and  interpretation of this Agreement shall
             be governed by and construed  and  enforced in accordance with the
             internal  laws of the State of New York,  without  regard  to  the
             principles of conflicts of law thereof. Each party agrees that all
             Proceedings   concerning   the  interpretations,  enforcement  and
             defense of the transactions  contemplated  by this Agreement shall
             be commenced exclusively in the state and federal  courts  sitting
             in  the  City of New York, Borough of Manhattan. Each party hereto
             hereby irrevocably  submits  to  the exclusive jurisdiction of the
             state and federal courts sitting in  the City of New York, Borough
             of Manhattan for the adjudication of any  dispute  hereunder or in
             connection herewith or with any transaction contemplated hereby or
             discussed herein, and hereby irrevocably waives, and agrees not to
             assert  in  any  Proceeding,  any  claim that it is not personally
             subject  to  the  jurisdiction  of  any  such   court,  that  such
             Proceeding  is  improper.   Each  party hereto hereby  irrevocably
             waives personal service of process  and  consents to process being
             served  in  any  such  Proceeding by mailing a  copy  thereof  via
             registered or certified  mail or overnight delivery (with evidence
             of delivery) to such party at the address in effect for notices to
             it  under  this  Agreement and  agrees  that  such  service  shall
             constitute good and  sufficient  service  of  process  and  notice
             thereof. Nothing contained herein shall be deemed to limit in  any
             way  any  right  to  serve process in any manner permitted by law.
             Each party hereto hereby irrevocably waives, to the fullest extent
             permitted by applicable law, any and all right to trial by jury in
             any legal proceeding arising  out of or relating to this Agreement
             or the transactions contemplated  hereby.  If  either  party shall
             commence  a  Proceeding to enforce any provisions of a Transaction
             Document, then  the  prevailing  party in such Proceeding shall be
             reimbursed by the other party for  its  reasonable  attorneys fees
             and  other  costs  and  expenses  incurred with the investigation,
             preparation and prosecution of such Proceeding.

      (k)    Cumulative Remedies.  The remedies  provided herein are cumulative
             and not exclusive of any remedies provided by law.

      (l)    Severability.  If any term, provision,  covenant or restriction of
             this Agreement is held by a court of competent  jurisdiction to be
             invalid,  illegal,  void  or unenforceable, the remainder  of  the
             terms, provisions, covenants  and  restrictions  set  forth herein
             shall  remain  in  full  force  and effect and shall in no way  be
             affected, impaired or invalidated,  and  the  parties hereto shall
             use  their  reasonable efforts to find and employ  an  alternative
             means to achieve the same or substantially the same result as that
             contemplated  by such term, provision, covenant or restriction. It
             is hereby stipulated  and  declared  to  be  the  intention of the
             parties  that  they  would  have  executed  the  remaining  terms,
             provisions,  covenants and restrictions without including  any  of
             such that may  be  hereafter  declared  invalid,  illegal, void or
             unenforceable.

      (m)    Headings.   The headings in this Agreement are for convenience  of
             reference only and shall not limit or otherwise affect the meaning
             hereof.

                  [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;

                            SIGNATURE PAGE FOLLOWS]









<PAGE>


      IN WITNESS WHEREOF,  the  parties  have executed this Registration Rights
Agreement as of the date first written above.

IT&E INTERNATIONAL GROUP, INC.             LAURUS MASTER FUND, LTD.

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

                                           Address for Notices:

                                           825 Third Avenue, 14th Floor
                                           New York, NY  10022
                                           Attention:   David Grin
                                           Facsimile:   212-541-4434




<PAGE>




                                   EXHIBIT A

                               [Month  __, 2004]

[Continental Stock Transfer
   & Trust Company
Two Broadway
New York, NY  10004
Attn:  William Seegraber]


Re:[Company Name]. Registration Statement on Form [S-3]

Ladies and Gentlemen:

      As counsel to [company name] , a Delaware  corporation (the "Company"),
we have been requested to render our opinion to you  in connection with the
resale by  the  individuals  or  entitles listed on Schedule A  attached
hereto  (the "Selling Stockholders"), of  an  aggregate  of [amount]
shares (the "Shares") of the Company's Common Stock.

      A Registration Statement on Form [S-3]  under the Securities Act of 1933,
as amended (the "Act"), with respect to the resale  of  the Shares was declared
effective by the Securities and Exchange Commission on [date].  Enclosed is the
Prospectus dated [date].  We understand that the Shares are  to  be offered and
sold in the manner described in the Prospectus.

      Based upon the foregoing, upon request by the Selling Stockholders at any
time while the registration statement remains effective, it is our opinion that
the  Shares  have been registered for resale under the Act and new certificates
evidencing the  Shares  upon  their  transfer or re-registration by the Selling
Stockholders  pursuant to the registration  statement  may  be  issued  without
restrictive legend.   We  will  advise you if the registration statement is not
available or effective at any point in the future.

                                      Very truly yours,


                                      [Company counsel]








<PAGE>




                                SCHEDULE A



Selling Stockholder             Shares
                              Being Offered





<PAGE>