astrata_8k-ex0407.htm


    EXHIBIT
      4.7

     

    
      REGISTRATION
        RIGHTS
        AGREEMENT

      


      This
        Registration Rights Agreement (this "Agreement") is made
        and entered into as of December 19, 2007, by and among Astrata Group
        Incorporated, a Nevada corporation (the "Company"), and
        the
        purchasers listed on Schedule I hereto
        (the "Purchasers").

      


      This
        Agreement is being entered into pursuant to the Series B Convertible Preferred
        Stock Purchase Agreement dated as of the date hereof among the Company and
        the
        Purchasers (the "Purchase
        Agreement").

      


      The
        Company and the Purchasers hereby agree as follows:

      


      1.           Definitions.

      


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

      


      "Advice"
        shall have
        meaning set forth in Section 3(m).

      


      "Affiliate"
        means,
        with respect to any Person, any other Person that directly or indirectly
        controls or is controlled by or under common control with such
        Person.  For the purposes of this definition, "control," when
        used
        with respect to any Person, means the possession, direct or indirect, of
        the
        power to direct or cause the direction of the management and policies of
        such
        Person, whether through the ownership of voting securities, by contract or
        otherwise; and the terms of "affiliated," "controlling"
        and
        "controlled"
        have meanings correlative to the foregoing.

      


      "Board"
        shall have
        meaning set forth in Section 3(n).

      


      "Business
        Day" means
        any day except Saturday, Sunday and any day which shall be a legal holiday
        or a
        day on which banking institutions in the state of New York generally are
        authorized or required by law or other government actions to close.

      


      "Commission"
        means the
        Securities and Exchange Commission.

      


      "Common
        Stock" means
        the Company's Common Stock, par value $0.0001 per share.

      


      “Demand
        Date” means
        the date the Purchasers deliver the Demand Notice to the Company.

      


      “Demand
        Notice” means
        a written request from the holders of at least two-thirds (2/3) of the
        outstanding Registrable Securities requesting that the Company register for
        resale all or a portion of the Registrable Securities under and in accordance
        with the provisions of the Securities Act by filing with the Commission a
        Registration Statement providing for the resale of all of the Registrable
        Securities.

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      
 

      "Effectiveness
        Date"
        means, subject to Section 2(b) hereof, with respect to the Registration
        Statement the earlier of (A) the sixtieth (60th)
        day following
        the Filing Date (or in the event the Registration Statement receives a “full
        review” by the Commission, the nintieth (90th)
        day following
        the Filing Date) or (B) the date which is within three (3) Business Days
        after
        the date on which the Commission informs the Company (i) that the Commission
        will not review the Registration Statement or (ii) that the Company
        may
        request the acceleration of the effectiveness of the Registration Statement
        and
        the Company makes such request; provided that,
        if the
        Effectiveness Date falls on a Saturday, Sunday or any other day which shall
        be a
        legal holiday or a day on which the Commission is authorized or required
        by law
        or other government actions to close, the Effectiveness Date shall be the
        following Business Day.

      


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

      


      "Event"
        shall have the
        meaning set forth in Section 7(e).

      


      "Event
        Date" shall
        have the meaning set forth in Section 7(e).

      


      "Exchange
        Act" means
        the Securities Exchange Act of 1934, as amended.

      


      "Filing
        Date" means,
        subject to Section 2(b) hereof, the thirtieth (30th)
        day following
        the Demand Date; provided that,
        if the Filing
        Date falls on a Saturday, Sunday or any other day which shall be a legal
        holiday
        or a day on which the Commission is authorized or required by law or other
        government actions to close, the Filing Date shall be the following Business
        Day.

      


      "Holder"
        or "Holders" means
        the
        holder or holders, as the case may be, from time to time of 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).

      


      "Losses"
        shall have
        the meaning set forth in Section 5(a).

      


      "Person"
        means an
        individual or a corporation, partnership, trust, incorporated or unincorporated
        association, joint venture, limited liability company, joint stock company,
        government (or an agency or political subdivision thereof) or other entity
        of
        any kind.

      


      "Preferred
        Stock"
        means shares of the Company’s Series B Convertible Preferred Stock issued to the
        Purchasers pursuant to the 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 in such
        Prospectus.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      
 

      "Registrable
        Securities means (i) the shares of Common Stock issuable upon conversion
        of the Preferred Stock and (ii) the shares of Common Stock issuable upon
        exercise of the Warrants.

      


      "Registration
        Statement" means the registration statements and any additional
        registration statements contemplated by Section 2, including (in each case)
        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 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
        158" means Rule
        158 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.

      


      "Special
        Counsel"
        means Kramer Levin Naftalis & Frankel LLP, for which the Holders will be
        reimbursed by the Company pursuant to Section 4.

      


      "Warrants"
        means the
        Series A Warrants and the Series B Warrants to purchase shares of Common
        Stock
        issued to the Purchasers pursuant to the Purchase Agreement.

      


      2.           Resale
        Registration.

      


      (a)           On
        or prior to the Filing Date, the Company shall prepare and file with the
        Commission a "resale" Registration Statement providing for the resale of
        all
        Registrable Securities for an offering to be made on a continuous basis pursuant
        to Rule 415.  The Registration Statement shall be on Form SB-2 (except
        if the Company is not then eligible to register for resale the Registrable
        Securities on Form SB-2, in which case such registration shall be on another
        appropriate form in accordance herewith and the Securities Act and the rules
        promulgated thereunder).  Such Registration Statement shall cover to
        the extent allowable under the Securities Act and the rules

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

       promulgated
        thereunder (including Rule 416), such indeterminate number of additional
        shares
        of Common Stock resulting from stock splits, stock dividends or similar
        transactions with respect to the Registrable Securities.  The Company
        shall (i) not permit any securities other than the Registrable Securities
        and
        the securities listed on Schedule II hereto
        to
        be included in the Registration Statement and (ii) use its best efforts to
        cause
        the Registration Statement to be declared effective under the Securities
        Act as
        promptly as possible after the filing thereof, but in any event prior to
        the
        Effectiveness Date, and to keep such Registration Statement continuously
        effective under the Securities Act until such date as is the earlier of (x)
        the
        date when all Registrable Securities covered by such Registration Statement
        have
        been sold or (y) the date on which the Registrable Securities may be sold
        without any restriction pursuant to Rule 144(k) as determined by the counsel
        to
        the Company pursuant to a written opinion letter, addressed to the Company's
        transfer agent to such effect (the "Effectiveness
        Period").  The Company shall request that the effective time of
        the Registration Statement is 4:00 p.m. Eastern Time on the effective
        date.  If at any time and for any reason, an additional Registration
        Statement is required to be filed because at such time the actual number
        of
        shares of Common Stock into which the Preferred Stock is convertible and
        the
        Warrants are exercisable plus the number of shares of Common Stock exceeds
        the
        number of shares of Registrable Securities remaining under the Registration
        Statement, the Company shall have twenty (20) Business Days to file such
        additional Registration Statement, and the Company shall use its best efforts
        to
        cause such additional Registration Statement to be declared effective by
        the
        Commission as soon as possible, but in no event later than sixty (60) days
        after
        filing.

      


      (b)           Notwithstanding
        anything to the contrary set forth in this Section 2, in the event the
        Commission does not permit the Company to register all of the Registrable
        Securities in the Registration Statement because of the Commission’s application
        of Rule 415 or the Commission requires the Company to either exclude shares
        held
        by certain Holders or deem such Holders to be underwriters with respect to
        their
        Registrable Securities, the Company shall register in the Registration Statement
        such number of Registrable Securities as is permitted by the Commission without
        naming such Holder as an underwriter (unless such Holder agrees to be named
        as
        an underwriter), provided, however,
        that the
        number of Registrable Securities to be included in such Registration Statement
        or any subsequent registration statement shall be determined in the following
        order: (i) first, the shares of Common Stock issuable upon conversion of
        the
        Preferred Stock shall be registered on a pro rata basis among the holders
        of the
        Preferred Stock, (ii) second, the shares of Common Stock issuable upon exercise
        of the Warrants shall be registered on a pro rata basis among the holders
        of the
        Warrants, and (iii) third, any shares listed on Schedule II hereto shall be
        registered on a pro rata basis among the holders of such shares.  In
        the event the Commission does not permit the Company to register all of the
        Registrable Securities in the initial Registration Statement, then except
        as the
        Holders of such excluded Registrable Securities may otherwise agree, the
        Company
        shall use its best efforts to file subsequent Registration Statements to
        register the Registrable Securities that were not registered in the initial
        Registration Statement, as promptly as possible and in a manner permitted
        by the
        Commission.  For purposes of this Section 2(b), “Filing Date”
means
        with respect to each subsequent Registration Statement filed pursuant hereto,
        the later of (i) sixty (60) days following the sale of substantially all
        of the
        Registrable Securities included in the initial Registration Statement or
        any
        subsequent Registration Statement and (ii) six (6) months following the
        effective date of the initial Registration Statement or any subsequent
        Registration Statement, as applicable, or such earlier date as permitted
        by the
        Commission.  For purposes of this Section 2(b), “Effectiveness
        Date”
means with respect to each subsequent Registration Statement filed
        pursuant
        hereto, the earlier of (A) the nintieth (90th)
        day following
        the filing date of such Registration Statement (or in the event such
        Registration Statement receives a “full review” by the Commission, the one
        hundred twentieth (120th)
        day following
        such filing date) or (B) the date which is within three (3) Business Days
        after
        the date on which the Commission informs the Company (i) that the Commission
        will not review such Registration Statement or (ii) that the Company
        may
        request the acceleration of the effectiveness of such Registration Statement
        and
        the Company makes such request; provided that,
        if the
        Effectiveness Date falls on a Saturday, Sunday or any other day which shall
        be a
        legal holiday or a day on which the Commission is authorized or required
        by law
        or other government actions to close, the Effectiveness Date shall be the
        following Business Day.

       

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      
 

      3.           Registration
        Procedures.

      


                            In
        connection with the Company's registration obligations hereunder, the Company
        shall:

      


                            (a)           Prepare
        and file with the Commission, on or prior to the Filing Date, a Registration
        Statement on Form SB-2 (or if the Company is not then eligible to register
        for
        resale the Registrable Securities on Form SB-2 such registration shall be
        on
        another appropriate form in accordance herewith and the Securities Act and
        the
        rules promulgated thereunder) in accordance with the plan of distribution
        as set
        forth on Exhibit
        A hereto and in accordance with applicable law, and cause the
        Registration Statement to become effective and remain effective as provided
        herein; provided, however,
        that not
        less than five (5) Business Days prior to the filing of the Registration
        Statement or any related Prospectus or any amendment or supplement thereto,
        the
        Company shall (i) furnish to the Holders and any Special Counsel, copies
        of all
        such documents proposed to be filed, which documents will be subject to the
        review of such Holders and such Special Counsel, and (ii) cause its officers
        and
        directors, counsel and independent certified public accountants to respond
        to
        such inquiries as shall be necessary, in the reasonable opinion of Special
        Counsel, to conduct a reasonable review of such documents.  The
        Company shall not file the Registration Statement or any such Prospectus
        or any
        amendments or supplements thereto to which the Holders of a majority of the
        Registrable Securities or any Special Counsel shall reasonably object in
        writing
        within three (3) Business Days of their receipt thereof.

      


      (b)           (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to the Registration Statement as may be necessary to keep the
        Registration Statement continuously effective as to the applicable Registrable
        Securities for the Effectiveness Period and prepare and file with the Commission
        such additional Registration Statements as necessary in order to register
        for
        resale under the Securities Act all of the Registrable Securities; (ii) cause
        the related Prospectus to be amended or supplemented by any required Prospectus
        supplement, and as so supplemented or amended to be filed pursuant to Rule
        424
        (or any similar provisions then in force) promulgated under the Securities
        Act;
        (iii) respond as promptly as possible, but in no event later than ten (10)
        Business Days, to any comments received from the Commission with respect
        to the
        Registration Statement or any amendment thereto and as promptly as possible
        provide the Holders true and complete copies of all correspondence from and
        to
        the Commission relating to the Registration Statement; (iv) file the final
        prospectus pursuant to Rule 424 of the Securities Act no later than 9:00
        a.m.
        Eastern Time on the Business Day following the date the Registration Statement
        is declared effective by the Commission; and (v) comply in all material respects
        with the provisions of the Securities Act and the Exchange Act with respect
        to
        the disposition of all Registrable Securities covered by the Registration
        Statement during the Effectiveness Period in accordance with the intended
        methods of disposition by the Holders thereof set forth in the Registration
        Statement as so amended or in such Prospectus as so supplemented.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      
 

      (c)           Notify
        the Holders of Registrable Securities and any Special Counsel as promptly
        as
        possible (and, in the case of (i)(A) below, not less than three (3) Business
        Days prior to such filing, and in the case of (iii) below, on the same day
        of
        receipt by the Company of such notice from the Commission) and (if requested
        by
        any such Person) confirm such notice in writing no later than one (1) Business
        Day following the day (i)(A) when a Prospectus or any Prospectus supplement
        or
        post-effective amendment to the Registration Statement is filed; (B) 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 and (C) with respect to the Registration Statement
        or any
        post-effective amendment, when the same has become effective; (ii) of any
        request by the Commission or any other Federal or state governmental authority
        for amendments or supplements to the Registration Statement or Prospectus
        or for
        additional information; (iii) of the issuance by the Commission of any stop
        order suspending the effectiveness of the Registration Statement covering
        any or
        all of the Registrable Securities or the initiation or threatening of any
        Proceedings for that purpose; (iv) if at any time any of the representations
        and
        warranties of the Company contained in any agreement contemplated hereby
        ceases
        to be true and correct in all material respects; (v) of 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 (vi) of the occurrence of any event that makes any statement
        made
        in the 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 the Registration Statement, Prospectus or
        other
        documents so that, in the case of the Registration Statement or the 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 the light of the circumstances under which
        they
        were made, not misleading.

      


                          (d)           Use
        its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
        of, as promptly as possible, (i) any order suspending the effectiveness of
        the
        Registration Statement or (ii) any suspension of the qualification (or exemption
        from qualification) of any of the Registrable Securities for sale
        in
        any jurisdiction.

      


      (e)           If
        requested by the Holders of a majority in interest of the Registrable
        Securities, (i) promptly incorporate in a Prospectus supplement or
        post-effective amendment to the Registration Statement such information as
        the
        Company reasonably agrees should be included therein and (ii) make all required
        filings of such Prospectus supplement or such post-effective amendment as
        soon
        as practicable after the Company has received notification of the matters
        to be
        incorporated in such Prospectus supplement or post-effective
        amendment.

      


      (f)  If
        requested by any Holder, furnish to such Holder and any Special Counsel,
        without
        charge, at least one conformed copy of each Registration Statement and each
        amendment thereto, including financial statements and schedules, all documents
        incorporated or deemed to be incorporated therein by reference, and all exhibits
        to the extent requested by such Person (including those previously furnished
        or
        incorporated by reference) promptly after the filing of such documents with
        the
        Commission.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      
 

      (g)  Promptly
        deliver to each Holder and any Special Counsel, without charge, as many copies
        of the Prospectus or Prospectuses (including each form of prospectus) and
        each
        amendment or supplement thereto as such Persons may reasonably request; and
        subject to the provisions of Sections 3(m) and 3(n), the Company hereby consents
        to the use of such Prospectus and each amendment or supplement thereto by
        each
        of the selling Holders in connection with the offering and sale of the
        Registrable Securities covered by such Prospectus and any amendment or
        supplement thereto.

      


      (h)  Prior
        to
        any public offering of Registrable Securities, use its best efforts to register
        or qualify or cooperate with the selling Holders and any Special Counsel
        in
        connection with the registration or qualification (or exemption from such
        registration or qualification) of such Registrable Securities for offer and
        sale
        under the securities or Blue Sky laws of such jurisdictions within the United
        States as any Holder requests in writing, to keep each such registration
        or
        qualification (or exemption therefrom) effective during the Effectiveness
        Period
        and to do any and all other acts or things necessary or advisable to enable
        the
        disposition in such jurisdictions of the Registrable Securities covered by
        a
        Registration Statement; provided, however,
        that the
        Company shall not be required to qualify generally to do business in any
        jurisdiction where it is not then so qualified or to take any action that
        would
        subject it to general service of process in any such jurisdiction where it
        is
        not then so subject or subject the Company to any material tax in any such
        jurisdiction where it is not then so subject.

      


      (i)           Cooperate
        with the Holders to facilitate the timely preparation and delivery of
        certificates representing Registrable Securities to be sold pursuant to a
        Registration Statement, which certificates, to the extent permitted by the
        Purchase Agreement and applicable federal and state securities laws, shall
        be
        free of all restrictive legends, and to enable such Registrable Securities
        to be
        in such denominations and registered in such names as any Holder may request
        in
        connection with any sale of Registrable Securities.

      


      (j)           Upon
        the occurrence of any event contemplated by Section 3(c)(vi), as promptly
        as
        possible, prepare a supplement or amendment, including a post-effective
        amendment, to the Registration Statement or a supplement to the related
        Prospectus or any document incorporated or deemed to be incorporated therein
        by
        reference, and file any other required document so that, as thereafter
        delivered, neither the Registration Statement nor such Prospectus will contain
        an untrue statement of a material fact or omit to state a material fact required
        to be stated therein or necessary to make the statements therein, in the
        light
        of the circumstances under which they were made, not misleading.

      


      (k)           Use
        its best efforts to cause all Registrable Securities relating to the
        Registration Statement to be listed or quoted on the OTC Bulletin Board or
        any
        other securities exchange, quotation system or market, if any, on which similar
        securities issued by the Company are then listed or traded as and when required
        pursuant to the Purchase Agreement.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      
 

      (l)           Comply
        in all material respects with all applicable rules and regulations of the
        Commission and make generally available to its security holders all documents
        filed or required to be filed with the Commission, including, but not limited,
        to, earning statements satisfying the provisions of Section 11(a) of the
        Securities Act and Rule 158 not later than 45 days after the end of any 12-month
        period (or 90 days after the end of any 12-month period if such period is
        a
        fiscal year) commencing on the first day of the first fiscal quarter of the
        Company after the effective date of the Registration Statement, which statement
        shall conform to the requirements of Rule 158.

      


      (m)           The
        Company may require each selling Holder to furnish to the Company information
        regarding such Holder and the distribution of such Registrable Securities
        as is
        required by law to be disclosed in the Registration Statement, Prospectus,
        or
        any amendment or supplement thereto, and the Company may exclude from such
        registration the Registrable Securities of any such Holder who unreasonably
        fails to furnish such information within a reasonable time after receiving
        such
        request.

      


      If
        the
        Registration Statement refers to any Holder by name or otherwise as the holder
        of any securities of the Company, then such Holder shall have the right to
        require (if such reference to such Holder by name or otherwise is not required
        by the Securities Act or any similar federal statute then in force) the deletion
        of the reference to such Holder in any amendment or supplement to the
        Registration Statement filed or prepared subsequent to the time that such
        reference ceases to be required.

      


      Each
        Holder covenants and agrees that it will not sell any Registrable Securities
        under the Registration Statement until the Company has electronically filed
        the
        Prospectus as then amended or supplemented as contemplated in Section 3(g)
        and
        notice from the Company that the Registration Statement and any post-effective
        amendments thereto have become effective as contemplated by Section
        3(c).

      


      Each
        Holder agrees by its acquisition of such Registrable Securities that, upon
        receipt of a notice from the Company of the occurrence of any event of the
        kind
        described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or
        3(n),
        such Holder will forthwith discontinue disposition of such Registrable
        Securities under the Registration Statement until such Holder's receipt of
        the
        copies of the supplemented Prospectus and/or amended Registration Statement
        contemplated by Section 3(j), 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.

      


      (n)           If
        (i) there is material non-public information regarding the Company which
        the
        Company's Board of Directors (the "Board") determines
        not to be in the Company's best interest to disclose and which the Company
        is
        not otherwise required to disclose, (ii) there is a significant business
        opportunity (including, but not limited to, the acquisition or disposition
        of
        assets (other than in the ordinary course of business) or any merger,
        consolidation, tender offer or other similar transaction) available to the
        Company which the Board determines not to be in the Company's best interest
        to
        disclose, or (iii) the Company is required to file a post-effective amendment
        to
        the Registration Statement to incorporate the Company’s quarterly and annual
        reports and audited financial statements on Forms 10-QSB and 10-KSB, then
        the
        Company may (x) postpone or suspend filing of a registration statement for
        a
        period not to exceed thirty (30) consecutive days or (y) postpone or suspend
        effectiveness of a registration statement for a period not to exceed twenty
        (20)
        consecutive days; provided that the Company may not postpone or suspend
        effectiveness of a registration statement under this Section 3(n) for more
        than
        forty-five (45) days in the aggregate during any three hundred sixty (360)
        day
        period; provided, however,
        that no such
        postponement or suspension shall be permitted for consecutive twenty (20)
        day
        periods arising out of the same set of facts, circumstances or
        transactions.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

      
 

           4.                      Registration
        Expenses.

      
 

      All
        fees
        and expenses incident to the performance of or compliance with this Agreement
        by
        the Company, except as and to the extent specified in this Section 4, shall
        be
        borne by the Company whether or not the Registration Statement is filed or
        becomes effective and whether or not any Registrable Securities are sold
        pursuant to the Registration Statement.  The fees and expenses
        referred to in the foregoing sentence shall include, without limitation,
        (i) all
        registration and filing fees (including, without limitation, fees and expenses
        (A) with respect to filings required to be made with the OTC Bulletin Board and each other
        securities exchange or market on which Registrable Securities are required
        hereunder to be listed, if any (B) with respect to filing fees required to
        be
        paid to the National Association of Securities Dealers, Inc. and the NASD
        Regulation, Inc. (including, without limitation, pursuant to NASD Rule 2710)
        and
        (C) in compliance with state securities or Blue Sky laws (including, without
        limitation, fees and disbursements of counsel for the Holders in connection
        with
        Blue Sky qualifications of the Registrable Securities and determination of
        the
        eligibility of the Registrable Securities for investment under the laws of
        such
        jurisdictions as the Holders of a majority of Registrable Securities may
        designate)), (ii) printing expenses (including, without limitation, expenses
        of
        printing certificates for Registrable Securities and of printing prospectuses
        if
        the printing of prospectuses is requested by the holders of a majority of
        the
        Registrable Securities included in the Registration Statement), (iii) messenger,
        telephone and delivery expenses, (iv) fees and disbursements of counsel for
        the
        Company and Special Counsel for the Holders, in the case of the Special Counsel,
        up to a maximum amount of $7,500, (v) Securities Act liability insurance,
        if the
        Company so desires such insurance, and (vi) fees and expenses of all other
        Persons retained by the Company in connection with the consummation of the
        transactions contemplated by this Agreement, including, without limitation,
        the
        Company's independent public accountants (including the expenses of any comfort
        letters or costs associated with the delivery by independent public accountants
        of a comfort letter or comfort letters).  In addition, the Company
        shall be responsible for all of its internal expenses incurred in connection
        with the consummation of the transactions contemplated by this Agreement
        (including, without limitation, all salaries and expenses of its officers
        and
        employees performing legal or accounting duties), the expense of any annual
        audit, the fees and expenses incurred in connection with the listing of the
        Registrable Securities on any securities exchange if required
        hereunder.  The Company shall not be responsible for any discounts,
        commissions, transfer taxes or other similar fees incurred by the Holders
        in
        connection with the sale of the Registrable Securities.

      


      


           5.                      Indemnification.

      


      (a)           Indemnification
        by the
        Company.  The Company shall, notwithstanding any termination of
        this Agreement, indemnify and hold harmless each Holder, the officers,
        directors, managers, partners, members, shareholders, agents, brokers,
        investment advisors and employees of each of them, each Person who controls
        any
        such Holder (within the meaning of Section 15 of the Securities Act or Section
        20 of the Exchange Act) and the officers, directors, agents and employees
        of
        each such controlling Person, to the fullest extent permitted by applicable
        law,
        from and against any and all losses, claims, damages, liabilities, costs
        (including, without limitation, costs of preparation and attorneys' fees)
        and
        expenses (collectively, "Losses"), as
        incurred, arising out of or relating to any violation of securities laws
        or
        untrue or alleged untrue statement of a material fact contained in the
        Registration Statement, any Prospectus or any form of prospectus or in any
        amendment or supplement thereto or in any preliminary prospectus, or arising
        out
        of or relating to any omission or alleged omission of a material fact required
        to be stated therein or necessary to make the statements therein (in the
        case of
        any Prospectus or form of prospectus or supplement thereto, in the light
        of the
        circumstances under which they were made) not misleading, except to the extent,
        but only to the extent, that such untrue statements or omissions are based
        solely upon information regarding such Holder or such other Indemnified Party
        furnished in writing to the Company by such Holder expressly for use
        therein.  The Company shall notify the Holders promptly of the
        institution, threat or assertion of any Proceeding of which the Company is
        aware
        in connection with the transactions contemplated by this Agreement.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

      
 

      (b)           Indemnification
        by
        Holders.  Each Holder shall, severally and not jointly,
        indemnify and hold harmless the Company, its directors, officers, agents
        and
        employees, each Person who controls the Company (within the meaning of Section
        15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
        officers, agents and employees of such controlling Persons, to the fullest
        extent permitted by applicable law, from and against all Losses (as determined
        by a court of competent jurisdiction in a final judgment not subject to appeal
        or review), as incurred, arising solely out of or based solely upon any untrue
        statement of a material fact contained in the Registration Statement, any
        Prospectus, or any form of prospectus, or in any amendment or supplement
        thereto, or arising solely out of or based solely upon any omission of a
        material fact required to be stated therein or necessary to make the statements
        therein (in the case of any Prospectus or form of prospectus or supplement
        thereto, in the light of the circumstances under which they were made) not
        misleading, to the extent, but only to the extent, that such untrue statement
        or
        omission is contained in any information so furnished in writing by such
        Holder
        or other Indemnifying Party to the Company specifically for inclusion in
        the
        Registration Statement or such Prospectus.  Notwithstanding anything
        to the contrary contained herein, each Holder shall be liable under this
        Section
        5(b) for only that amount as does not exceed the net proceeds to such Holder
        as
        a result of the sale of Registrable Securities pursuant to such Registration
        Statement.

      


      (c)           Conduct
        of Indemnification
        Proceedings.  If any Proceeding shall be brought or asserted
        against any Person entitled to indemnity hereunder (an "Indemnified Party"),
        such Indemnified Party promptly shall notify the Person from whom indemnity
        is
        sought (the "Indemnifying Party)
        in writing, and the Indemnifying Party shall be entitled to assume the defense
        thereof, including the employment of counsel reasonably satisfactory to the
        Indemnified Party and the payment of all fees and expenses incurred in
        connection with defense thereof; provided, that the failure of any Indemnified
        Party to give such notice shall not relieve the Indemnifying Party of its
        obligations or liabilities pursuant to this Agreement, except (and only)
        to the
        extent that it shall be finally determined by a court of competent jurisdiction
        (which determination is not subject to appeal or further review) that such
        failure shall have proximately and materially adversely prejudiced the
        Indemnifying Party.

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      


      An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (1) the Indemnifying Party has agreed in writing to pay such fees
        and
        expenses; or (2) the Indemnifying Party shall have failed promptly to assume
        the
        defense of such Proceeding and to employ counsel reasonably satisfactory
        to such
        Indemnified Party in any such Proceeding; or (3) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and such parties shall have been advised by counsel
        that a conflict of interest is likely to exist if the same counsel were to
        represent such Indemnified Party and the Indemnifying Party (in which case,
        if
        such Indemnified Party notifies the Indemnifying Party in writing that it
        elects
        to employ separate counsel at the expense of the Indemnifying Party, the
        Indemnifying Party shall not have the right to assume the defense thereof
        and
        such counsel shall be at the expense of the Indemnifying Party).  The
        Indemnifying Party shall not be liable for any settlement of any such Proceeding
        effected without its written consent, which consent shall not be unreasonably
        withheld or delayed.  No Indemnifying Party shall, without the prior
        written consent of the Indemnified Party, effect any settlement of any pending
        or threatened Proceeding in respect of which any Indemnified Party is a party
        and indemnity has been sought hereunder, unless such settlement includes
        an
        unconditional release of such Indemnified Party from all liability on claims
        that are the subject matter of such Proceeding.

      


           All
        fees and expenses of the Indemnified Party (including reasonable fees and
        expenses to the extent incurred in connection with investigating or preparing
        to
        defend such Proceeding in a manner not inconsistent with this Section) shall
        be
        paid to the Indemnified Party, as incurred, within ten (10) Business Days
        of
        written notice thereof to the Indemnifying Party (regardless of whether it
        is
        ultimately determined that an Indemnified Party is not entitled to
        indemnification hereunder; provided, that the
        Indemnified Party shall reimburse all such fees and expenses to the extent
        it is
        finally judicially determined that such Indemnified Party is not entitled
        to
        indemnification hereunder).

      


      (d)           Contribution.
        If a
        claim for indemnification under Section 5(a) or 5(b) is due but unavailable
        to
        an Indemnified Party because of a failure or refusal of a governmental authority
        to enforce such indemnification in accordance with its terms (by reason of
        public policy or otherwise), then each Indemnifying Party, in lieu of
        indemnifying such Indemnified Party, shall contribute to the amount paid
        or
        payable by such Indemnified Party as a result of such Losses, in such proportion
        as is appropriate to reflect the relative benefits received by the Indemnifying
        Party on the one hand and the Indemnified Party on the other from the offering
        of the Preferred Stock and Warrants.  If, but only if, the allocation
        provided by the foregoing sentence is not permitted by applicable law, the
        allocation of contribution shall be made in such proportion as is appropriate
        to
        reflect not only the relative benefits referred to in the foregoing sentence
        but
        also the relative fault, as applicable, of the Indemnifying Party and
        Indemnified Party in connection with the actions, statements or omissions
        that
        resulted in such Losses as well as any other relevant equitable
        considerations.  The relative fault of such Indemnifying Party and
        Indemnified Party shall be determined by reference to, among other things,
        whether any action in question, including any untrue or alleged untrue statement
        of a material fact or omission or alleged omission of a material fact, has
        been
        taken or made by, or relates to information supplied by, such Indemnifying
        Party
        or Indemnified Party, and the parties' relative
        intent, knowledge, access to information and opportunity to correct or prevent
        such action, statement or omission.  The amount paid or payable by a
        party as a result of any Losses shall be deemed to include, subject to the
        limitations set forth in Section 5(c), any reasonable attorneys' or other
        reasonable fees or expenses incurred by such party in connection with any
        Proceeding to the extent such party would have been indemnified for such
        fees or
        expenses if the indemnification provided for in this Section was available
        to
        such party in accordance with its terms.  In no event shall any
        selling Holder be required to contribute an amount under this Section 5(d)
        in
        excess of the net proceeds received by such Holder upon sale of such Holder’s
        Registrable Securities pursuant to the Registration Statement giving rise
        to
        such contribution obligation.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      


           The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 5(d) were determined by pro rata allocation or by
        any
        other method of allocation that does not take into account the equitable
        considerations referred to in the immediately preceding paragraph.  No
        Person guilty of fraudulent misrepresentation (within the meaning of Section
        11(f) of the Securities Act) shall be entitled to contribution from any Person
        who was not guilty of such fraudulent misrepresentation.

      


           The
        indemnity and contribution agreements contained in this Section are in addition
        to any liability that the Indemnifying Parties may have to the Indemnified
        Parties pursuant to the law.

      


      6.           Rule
        144.

      


           As
        long as any Holder owns Preferred Stock, Warrants or Registrable Securities,
        the
        Company covenants to timely file (or obtain extensions in respect thereof
        and
        file within the applicable grace period) all reports required to be filed
        by the
        Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
        Act.  As long as any Holder owns Preferred Stock, Warrants or
        Registrable Securities, if the Company is not required to file reports pursuant
        to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish
        to
        the Holders and make publicly available in accordance with Rule 144(c)
        promulgated under the Securities Act annual and quarterly financial statements,
        together with a discussion and analysis of such financial statements in form
        and
        substance substantially similar to those that would otherwise be required
        to be
        included in reports required by Section 13(a) or 15(d) of the Exchange Act,
        as
        well as any other information required thereby, in the time period that such
        filings would have been required to have been made under the Exchange
        Act.  The Company further covenants that it will take such further
        action as any Holder may reasonably request, all to the extent required from
        time to time to enable such Person to sell Conversion Shares and Warrant
        Shares
        without registration under the Securities Act within the limitation of the
        exemptions provided by Rule 144 promulgated under the Securities Act, including
        providing any legal opinions relating to such sale pursuant to Rule
        144.  Upon the request of any Holder, the Company shall deliver to
        such Holder a written certification of a duly authorized officer as to whether
        it has complied with such requirements.

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      


      7.           Miscellaneous.

      


      (a)           Remedies.  In
        the event of a breach by the Company or by a Holder, of any of their obligations
        under this Agreement, such Holder 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.  The
        Company and each Holder agree that monetary damages would not provide adequate compensation
        for any losses incurred by reason of a breach by it of any of the provisions
        of
        this Agreement and hereby further agrees that, in the event of any action
        for
        specific performance in respect of such breach, it shall waive the defense
        that
        a remedy at law would be adequate.

      


      (b)           No
        Inconsistent
        Agreements.  Neither the Company nor any of its subsidiaries
        has, as of the date hereof entered into and currently in effect, nor shall
        the
        Company or any of its subsidiaries, on or after the date of this Agreement,
        enter into any agreement with respect to its securities that is inconsistent
        with the rights granted to the Holders in this Agreement or otherwise conflicts
        with the provisions hereof.  Except as disclosed in Schedule 2.1(c) of
        the Purchase Agreement or Schedule II hereto,
        neither the Company nor any of its subsidiaries has previously entered into
        any
        agreement currently in effect granting any registration rights with respect
        to
        any of its securities to any Person.  Without limiting the generality
        of the foregoing, without the written consent of the Holders of a majority
        of
        the then outstanding Registrable Securities, the Company shall not grant
        to any
        Person the right to request the Company to register any securities of the
        Company under the Securities Act unless the rights so granted are subject
        in all
        respects to the prior rights in full of the Holders set forth herein, and
        are
        not otherwise in conflict with the provisions of this Agreement.

      


      (c)           No
        Piggyback on
        Registrations.  Neither the Company nor any of its security
        holders (other than the Holders in such capacity pursuant hereto or as disclosed
        in Schedule
        2.1(c) of the Purchase Agreement or Schedule
        II hereto)
        may include securities of the Company in the Registration Statement, and
        the
        Company shall not after the date hereof enter into any agreement providing
        such
        right to any of its securityholders, unless the right so granted is subject
        in
        all respects to the prior rights in full of the Holders set forth herein,
        and is
        not otherwise in conflict with the provisions of this Agreement.

      


      (d)           Piggy-Back
        Registrations.  If at any time when there is not an effective
        Registration Statement covering (i) Conversion Shares or (ii) Warrant Shares,
        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, the Company shall send to each holder of Registrable Securities written
        notice of such determination and, if within thirty (30) days after receipt
        of
        such notice, or within such shorter period of time as may be specified by
        the
        Company in such written notice as may be necessary for the Company to comply
        with its obligations with respect to the timing of the filing of such
        registration statement, any such holder shall so request in writing, (which
        request shall specify the Registrable Securities intended to be disposed
        of by
        the Purchasers), the Company will cause the registration under the Securities
        Act of all Registrable Securities which 

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      the
        Company has been so requested to register by the holder, to the extent requisite
        to permit the disposition of the Registrable Securities so to be registered,
        provided that if at any time after giving written notice of its intention
        to
        register any securities and prior to the effective date of the registration
        statement filed in connection with such registration, the Company shall
        determine for any reason not to register or to delay registration of such
        securities, the Company may, at its election, give written notice of such
        determination to such holder and, thereupon, (i) in the case of a determination
        not to register, shall be relieved of its obligation to register any Registrable
        Securities in connection with such registration (but not from its obligation
        to
        pay expenses in accordance with Section 4 hereof), and (ii) in the case of
        a
        determination to delay registering, shall be permitted to delay registering
        any
        Registrable Securities being registered pursuant to this Section 7(d) for
        the
        same period as the delay in registering such other securities. The Company
        shall
        include in such registration statement all or any part of such Registrable
        Securities such holder requests to be registered; provided, however,
        that the
        Company shall not be required to register any Registrable Securities pursuant
        to
        this Section 7(d) that are eligible for sale pursuant to Rule 144(k) of the
        Securities Act.  In the case of an underwritten public offering, if
        the managing underwriter(s) or underwriter(s) should reasonably object to
        the
        inclusion of the Registrable Securities in such registration statement, then
        if
        the Company after consultation with the managing underwriter should reasonably
        determine that the inclusion of such Registrable Securities would materially
        adversely affect the offering contemplated in such registration statement,
        and
        based on such determination recommends inclusion in such registration statement
        of fewer or none of the Registrable Securities of the Holders, then (x) the
        number of Registrable Securities of the Holders included in such registration
        statement shall be reduced pro-rata among such Holders (based upon the
        number
        of Registrable Securities requested to be included in the registration),
        if the
        Company after consultation with the underwriter(s) recommends the inclusion
        of
        fewer Registrable Securities, or (y) none of the Registrable Securities of
        the
        Holders shall be included in such registration statement, if the Company
        after
        consultation with the underwriter(s) recommends the inclusion of none of
        such
        Registrable Securities; provided, however,
        that if
        securities are being offered for the account of other persons or entities
        as
        well as the Company, such reduction shall not represent a greater fraction
        of
        the number of Registrable securities intended to be offered by the Holders
        than
        the fraction of similar reductions imposed on such other persons or entities
        (other than the Company).

      


      (e)           Failure
        to File Registration
        Statement and Other Events.  The Company and the Purchasers
        agree that the Holders will suffer damages if the Registration Statement
        is not
        filed on or prior to the Filing Date and not declared effective by the
        Commission on or prior to the Effectiveness Date and maintained in the manner
        contemplated herein during the Effectiveness Period or if certain other events
        occur.  The Company and the Holders further agree that it would not be
        feasible to ascertain the extent of such damages with
        precision.  Accordingly, if (A) the Registration Statement is not
        filed on or prior to the Filing Date, or (B) the Registration Statement is
        not
        declared effective by the Commission on or prior to the Effectiveness Date,
        or
        (C) the Company fails to file with the Commission a request for acceleration
        in
        accordance with Rule 461 promulgated under the Securities Act within three
        (3)
        Business Days of the date that the Company is notified (orally or in writing,
        whichever is earlier) by the Commission that a Registration Statement will
        not
        be "reviewed," or not subject to further review, or (D) the Registration
        Statement is filed with and declared effective by the Commission but thereafter
        ceases to be effective as to all Registrable Securities at any time prior
        to the
        expiration of the Effectiveness Period, without being succeeded immediately
        by a
        subsequent Registration Statement filed with and declared effective by the
        Commission, or (E) the Company 

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

       

      has
        breached Section 3(n), or (F) trading in the Common Stock shall be suspended
        or
        if the Common Stock is no longer quoted on or is delisted from the OTC Bulletin
        Board (or other principal exchange on which the Common Stock is traded) for
        any
        reason for more than three (3) Business Days in the aggregate (any such failure
        or breach being referred to as an "Event," and
        for
        purposes of clauses (A) and (B) the date on which such Event occurs, or for
        purposes of clause (C) the date on which such three (3) Business Day period
        is
        exceeded, or for purposes of clause (D) after more than fifteen (15) Business
        Days, or for purposes of clause (F) the date on which such three (3) Business
        Day period is exceeded, being referred to as "Event Date"), the
        Company shall pay an amount in cash as liquidated damages to each Holder
        equal
        to two percent (2%) of the amount of the Holder’s initial investment in the
        Preferred Stock for each calendar month or portion thereof thereafter from
        the
        Event Date until the applicable Event is cured; provided, however,
        that in no
        event shall the amount of liquidated damages payable at any time and from
        time
        to time to any Holder pursuant to this Section 7(e) exceed an aggregate of
        ten
        percent (10%) of the amount of the Holder’s initial investment in the Preferred
        Stock.  The Company shall not be liable for liquidated damages under
        this Agreement as to any Registrable Securities which are not permitted by
        the
        Commission to be included in a Registration Statement because of its application
        of Rule 415 until such time as the provisions of this Agreement as to the
        Registration Statements required to be filed pursuant to Section 2(b) are
        triggered, in which case the provisions of this Section 7(e) shall once again
        apply, if applicable.  In such case, the liquidated damages shall be
        calculated to only apply to the percentage of Registrable Securities which
        are
        permitted by the Commission to be included in the Registration
        Statement.  Notwithstanding anything to the contrary in this paragraph
        (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or
        (F)
        shall have occurred, (b) on or prior to the applicable Event Date, the Company
        shall have exercised its rights under Section 3(n) hereof and (c) the
        postponement or suspension permitted pursuant to such Section 3(n) shall
        remain
        effective as of such applicable Event Date, then the applicable Event Date
        shall
        be deemed instead to occur on the second Business Day following the termination
        of such postponement or suspension.  Liquidated damages payable by the
        Company pursuant to this Section 7(d) shall be payable on the first (1st)
        Business Day of
        each thirty (30) day period following the Event Date.  Notwithstanding
        anything to the contrary contained herein, in no event shall any liquidated
        damages be payable with respect to the Warrants or the Warrant
        Shares.

      


      (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 Holders
        of
        seventy-five percent (75%) of the Registrable Securities
        outstanding.

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

       

      


      (g)           Notices.  Any
        notice, demand, request, waiver or other communication required or permitted
        to
        be given hereunder shall be in writing and shall be effective (a) upon hand
        delivery, telecopy or facsimile at the address or number designated below
        (if
        delivered on a business day during normal business hours where such notice
        is to
        be received), or the first business day following such delivery (if delivered
        other than on a business day during normal business hours where such notice
        is
        to be received) or (b) on the second business day following the date of mailing
        by express courier service, fully prepaid, addressed to such address, or
        upon
        actual receipt of such mailing, whichever shall first occur.  The
        addresses for such communications shall be:

       

      
        	
                If
                  to the Company:

              	 	
                Astrata
                  Group Incorporated

                950
                  South Coast Drive, Suite 265

                Costa
                  Mesa, California 92626-1776

                Attention:
                  Chief Executive Officer

                Tel.
                  No.: (714) 641-1512

                Fax
                  No.:  (714) 360-0535

              
	 	 	 
	
                with
                  copies (which shall not constitute notice) to:

              	 	
                Anslow
                  & Jaclin, LLP

                195
                  Route 9 South, Suite 204

                Manalapan,
                  New Jersey 07726

                Attention:
                  Richard I. Anslow, Esq.

                Tel.
                  No.: (732) 409-1212

                Fax
                  No.: (732) 577-1188

              
	 	 	 
	
                If
                  to any Purchaser:

              	 	
                At
                  the address of such Purchaser set forth on Exhibit
                  A to
                  this Agreement, with copies to Purchaser’s counsel as set forth on Exhibit
                  A or as
                  specified in writing by such:

              
	 	 	 
	
                with
                  copies (which shall not constitute notice) to:

              	 	
                Kramer
                  Levin Naftalis & Frankel LLP

                1177
                  Avenue of the Americas

                New
                  York, New York 10036

                Attention:
                  Christopher S. Auguste

                Tel
                  No.: (212) 715-9100

                Fax
                  No.: (212) 715-8000

              


      

       

      Any
        party
        hereto may from time to time change its address for notices by giving at
        least
        ten (10) days written notice of such changed address to the other party
        hereto.

      


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

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       

      


      (i)           Assignment
        of Registration
        Rights.  The rights of each Holder hereunder, including the
        right to have the Company register for resale Registrable Securities in
        accordance with the terms of this Agreement, shall be automatically assignable
        by each Holder to any Person of all or a portion of the Preferred
        Stock,
        the Common Shares or the Registrable Securities if: (i) the Holder agrees
        in
        writing with the transferee or assignee to assign such rights, and a copy
        of
        such agreement is furnished to the Company within a reasonable time after
        such
        assignment, (ii) the Company is, within a reasonable time after such transfer
        or
        assignment, furnished with written notice of (a) the name and address of
        such
        transferee or assignee, and (b) the securities with respect to which such
        registration rights are being transferred or assigned, (iii) following such
        transfer or assignment the further disposition of such securities by the
        transferee or assignees is restricted under the Securities Act and applicable
        state securities laws unless such securities are registered in a Registration
        Statement under this Agreement (in which case the Company shall be obligated
        to
        amend such Registration Statement to reflect such transfer or assignment)
        or are
        otherwise exempt from registration, (iv) at or before the time the Company
        receives the written notice contemplated by clause (ii) of this Section,
        the
        transferee or assignee agrees in writing with the Company to be bound by
        all of
        the provisions of this Agreement, and (v) such transfer shall have been made
        in
        accordance with the applicable requirements of the Purchase
        Agreement.  The rights to assignment shall apply to the Holders (and
        to subsequent) successors and assigns.

      


      (j)           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 and shall become effective when
        counterparts have been signed by each party and delivered to the other parties
        hereto, it being understood that all parties need not sign the same
        counterpart.  In the event that any signature is delivered by
        facsimile transmission or scanned electronic mail (e-mail) attachment, 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 or scanned signature were the original
        thereof.

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

       

       

      (k)           Governing
        Law;
        Jurisdiction.  This Agreement shall be governed by and
        construed in accordance with the internal laws of the State of New York,
        without
        giving effect to any of the conflicts of law principles which would result
        in
        the application of the substantive law of another jurisdiction.  This
        Agreement shall not be interpreted or construed with any presumption against
        the
        party causing this Agreement to be drafted.  The Company and the
        Holders agree that venue for any dispute arising under this Agreement will
        lie
        exclusively in the state or federal courts located in New York County, New
        York,
        and the parties irrevocably waive any right to raise forum non conveniens or any
        other argument that New York is not the proper venue.  The Company and
        the Holders irrevocably consent to personal jurisdiction in the state and
        federal courts of the state of New York.  The Company and the Holders
        consent to process being served in any such suit, action or proceeding by
        mailing a copy thereof 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 in this
        Section 7(k) shall affect or limit any right to serve process in any other
        manner permitted by law.  The Company and the Holders hereby agree
        that the prevailing party in any suit, action or proceeding arising out of
        or
        relating to this Agreement or the Purchase Agreement, shall be entitled to
        reimbursement for reasonable legal fees from the non-prevailing
        party.  The parties hereby waive all rights to a trial by
        jury.

      


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

      


      (m)           Severability.
        If any
        term, provision, covenant or restriction of this Agreement is held to be
        invalid, illegal, void or unenforceable in any respect, 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.

      


      (n)           Headings.  The
        headings herein are for convenience only, do not constitute a part of this
        Agreement and shall not be deemed to limit or affect any of the provisions
        hereof.

      


      (o)           Shares
        Held by the Company
        and its Affiliates. Whenever the consent or approval of Holders of a
        specified percentage of Registrable Securities is required hereunder,
        Registrable Securities held by the Company or its Affiliates (other than
        any
        Holder or transferees or successors or assigns thereof if such Holder is
        deemed
        to be an Affiliate solely by reason of its holdings of such Registrable
        Securities) shall not be counted in determining whether such consent or approval
        was given by the Holders of such required percentage.

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

       

      


      (p)           Independent
        Nature of
        Purchasers.  The Company acknowledges that the obligations of
        each Purchaser under the Transaction Documents are several and not joint
        with
        the obligations of any other Purchaser, and no Purchaser shall be responsible
        in
        any way for the performance of the obligations of any other Purchaser under
        the
        Transaction Documents.  The Company acknowledges that the decision of
        each Purchaser to purchase Securities pursuant to the Purchase Agreement
        has
        been made by such Purchaser independently of any other Purchaser and
        independently of any information, materials, statements or opinions as to
        the
        business, affairs, operations, assets, properties, liabilities, results of
        operations, condition (financial or otherwise) or prospects of the Company
        or of
        its Subsidiaries which may have made or given by any other Purchaser or by
        any
        agent or employee of any other Purchaser, and no Purchaser or any of its
        agents
        or employees shall have any liability to any Purchaser (or any other person)
        relating to or arising from any such information, materials, statements or
        opinions.  The Company acknowledges that nothing contained herein, or
        in any Transaction Document, and no action taken by any Purchaser pursuant
        hereto or thereto (including, but not limited to, the (i) inclusion of a
        Purchaser in the Registration Statement and (ii) review by, and consent to,
        such
        Registration Statement by a Purchaser) shall be deemed to constitute the
        Purchasers as a partnership, an association, a joint venture or any other
        kind
        of entity, or create a presumption that the Purchasers are in any way acting
        in
        concert or as a group with respect to such obligations or the transactions
        contemplated by the Transaction Documents.  The Company acknowledges
        that each Purchaser shall be entitled to independently protect and enforce
        its
        rights, including without limitation, the rights arising out of this Agreement
        or out of the other Transaction Documents, and it shall not be necessary
        for any
        other Purchaser to be joined as an additional party in any proceeding for
        such
        purpose.  The Company acknowledges that for reasons of administrative
        convenience only, the Transaction Documents have been prepared by counsel
        for
        one of the Purchasers and such counsel does not represent all of the
        Purchasers.  The Company acknowledges that it has elected to provide all
        Purchasers with the same terms and Transaction Documents for the convenience
        of
        the Company and not because it was required or requested to do so by the
        Purchasers.  The Company acknowledges that such procedure with respect
        to the Transaction Documents in no way creates a presumption that the Purchasers
        are in any way acting in concert or as a group with respect to the Transaction
        Documents or the transactions contemplated hereby or thereby.

      


       

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

       

       

      IN
        WITNESS WHEREOF, the parties hereto
        have caused this Registration Rights Agreement to be duly executed by their
        respective authorized persons as of the date first indicated above.

       

      
        	 	ASTRATA
                GROUP
                INCORPORATED	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Martin
                George Euler	 
	 	 	Name:
                Martin George
                Euler	 
	 	 	Title:
                Title Executive
                Officer	 
	 	 	 	 
	 	 	 	 
	 	PURCHASER:
                Vision Opportunity Master Fund, Ltd.	 
	 	 	 	 
	 	By:	/s/
                Adam Benowitz	 
	 	 	Name:
                Adam Benowitz	 
	 	 	Title:
                Director	 
	 	 	 	 
	 	 	 	 
	 	Vision
                Opportunity China
                Limited Partnership	 
	 	 	 	 
	 	By:	/s/
                Adam Benowitz	 
	 	 	
                Authorized
                  Signatory

                Vision Opportunity China GP Limited

                acting in its capacity as general partner
                  of

                Vision Opportunity China Limited
                  Partnership

              	 
	 	 	 	 


      

       

      
 

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

       

      
 

      


      Schedule
        I

      Purchasers

       

       

      
        
          	
                  Names
                    and
                    Addresses

                  of
                    Purchasers

                	 	
                  Number
                    of Preferred
                    Shares

                  & Warrants
                    Purchased

                	 	
                  Dollar
                    Amount
                    of

                  Investment

                
	 	 	 	 	 
	
                  Vision
                    Opportunity Master Fund, Ltd.

                	 	
                  Preferred
                    Shares:    324,286

                	 	
                  $440,000.40

                
	
                  20
                    W 55th
                    Street,
                    5th
                    floor

                	 	
                  Series
                    A Warrants: 324,286

                	 	 
	
                  New
                    York, NY 10019

                	 	
                  Series
                    B Warrants: 324,286

                	 	 
	
                   

                	 	
                  Series
                    J Warrants

                	 	 
	
                   

                	 	
                  (Series
                    B-2

                	 	 
	
                   

                	 	Preferred
                  Shares):  324,286	 	 
	 	 	
                  Series
                    C Warrants: 324,286

                	 	 
	
                   

                	 	
                  Series
                    D Warrants: 324,286

                	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                  Vision
                    Opportunity China LP

                	 	
                  Preferred
                    Shares:    1,828,571

                	 	
                  $2,559,999.40

                
	
                  20
                    W 55th
                    Street,
                    5th
                    floor

                	 	
                  Series
                    A Warrants: 1,828,571

                	 	 
	
                  New
                    York, NY 10019

                	 	
                  Series
                    B Warrants: 1,828,571

                	 	 
	
                   

                	 	
                  Series
                    J Warrants

                	 	 
	
                   

                	 	
                  (Series
                    B-2

                	 	 
	
                   

                	 	
                  Preferred
                    Shares):  1,828,571

                	 	 
	 	 	
                  Series
                    C Warrants: 1,828,571

                	 	 
	
                   

                	 	
                  Series
                    D Warrants: 1,828,571

                	 	 


        




      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

      


      


      


      


      


      Schedule
        II

      Other
        Securities to be
        Included on the Registration Statement

      


      


      None.

       

       

      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

      

      Exhibit
        A

      Plan
        of
        Distribution

      


       

      The
        selling security holders and any of their pledgees, donees, assignees and
        successors-in-interest may, from time to time, sell any or all of their shares
        of common stock being offered under this prospectus on any stock exchange,
        market or trading facility on which shares of our common stock are traded
        or in
        private transactions.  These sales may be at fixed or negotiated
        prices.  The selling security holders may use any one or more of the
        following methods when disposing of shares:

       

      
        	
                ·  

              	
                ordinary
                  brokerage transactions and transactions in which the broker-dealer
                  solicits purchasers;

              


      

       

      
        	
                ·  

              	
                block
                  trades in which the broker-dealer will attempt to sell the shares
                  as agent
                  but may position and resell a portion of the block as principal
                  to
                  facilitate the transaction;

              


      

       

      
        	
                ·  

              	
                purchases
                  by a broker-dealer as principal and resales by the broker-dealer
                  for its
                  account;

              


      

       

      
        	
                ·  

              	
                an
                  exchange distribution in accordance with the rules of the applicable
                  exchange;

              


      

       

      
        	
                ·  

              	
                privately
                  negotiated transactions;

              


      

       

      
        	
                ·  

              	
                to
                  cover short sales made after the date that the registration statement
                  of
                  which this prospectus is a part is declared effective by the
                  Commission;

              


      

       

      
        	
                ·  

              	
                broker-dealers
                  may agree with the selling security holders to sell a specified
                  number of
                  such shares at a stipulated price per
                  share;

              


      

       

      
        	
                ·  

              	
                a
                  combination of any of these methods of sale;
                  and

              


      

       

      
        	
                ·  

              	
                any
                  other method permitted pursuant to applicable
                  law.

              


      

       

      The
        shares may also be sold under Rule 144 under the Securities Act of 1933,
        as
        amended (“Securities Act”), if available, rather than under this
        prospectus.  The selling security holders have the sole and absolute
        discretion not to accept any purchase offer or make any sale of shares if
        they
        deem the purchase price to be unsatisfactory at any particular
        time.

       

      The
        selling security holders may pledge their shares to their brokers under the
        margin provisions of customer agreements.  If a selling security
        holder defaults on a margin loan, the broker may, from time to time, offer
        and
        sell the pledged shares.

       

      Broker-dealers
        engaged by the selling security holders may arrange for other broker-dealers
        to
        participate in sales. Broker-dealers may receive commissions or discounts
        from
        the selling security holders (or, if any broker-dealer acts as agent for
        the
        purchaser of shares, from the purchaser) in amounts to be negotiated, which
        commissions as to a particular broker or dealer may be in excess of customary
        commissions to the extent permitted by applicable law.

       

       

      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          

        

      

       

      If
        sales
        of shares offered under this prospectus are made to broker-dealers as
        principals, we would be required to file a post-effective amendment to the
        registration statement of which this prospectus is a part.  In the
        post-effective amendment, we would be required to disclose the names of any
        participating broker-dealers and the compensation arrangements relating to
        such
        sales.

       

      The
        selling security holders and any broker-dealers or agents that are involved
        in
        selling the shares offered under this prospectus may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with these
        sales.  Commissions received by these broker-dealers or agents and any
        profit on the resale of the shares purchased by them may be deemed to be
        underwriting commissions or discounts under the Securities Act.  Any
        broker-dealers or agents that are deemed to be underwriters may not sell
        shares
        offered under this prospectus unless and until we set forth the names of
        the
        underwriters and the material details of their underwriting arrangements
        in a
        supplement to this prospectus or, if required, in a replacement prospectus
        included in a post-effective amendment to the registration statement of which
        this prospectus is a part.

       

      The
        selling security holders and any other persons participating in the sale
        or
        distribution of the shares offered under this prospectus will be subject
        to
        applicable provisions of the Exchange Act, and the rules and regulations
        under
        that act, including Regulation M.  These provisions may restrict
        activities of, and limit the timing of purchases and sales of any of the
        shares
        by, the selling security holders or any other person.  Furthermore,
        under Regulation M, persons engaged in a distribution of securities are
        prohibited from simultaneously engaging in market making and other activities
        with respect to those securities for a specified period of time prior to
        the
        commencement of such distributions, subject to specified exceptions or
        exemptions.  All of these limitations may affect the marketability of
        the shares.

       

      If
any
        of
        the shares of common stock offered for sale pursuant to this prospectus are
        transferred other than pursuant to a sale under this prospectus, then subsequent
        holders could not use this prospectus until a post-effective amendment or
        prospectus supplement is filed, naming such holders.  We offer no
        assurance as to whether any of the selling security holders will sell all
        or any
        portion of the shares offered under this prospectus.

       

      We
        have
        agreed to pay all fees and expenses we incur incident to the registration
        of the
        shares being offered under this prospectus.  However, each selling
        security holder and purchaser is responsible for paying any discounts,
        commissions and similar selling expenses they incur.

       

      We
        and
        the selling security holders have agreed to indemnify one another against
        certain losses, damages and liabilities arising in connection with this
        prospectus, including liabilities under the Securities Act.

       

       

       

       

      -24-