astrata_8k-0405.htm


    EXHIBIT
      4.5

     

    
      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
        ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.

      


      SERIES
        D
        WARRANT TO PURCHASE

      


      SHARES
        OF
        COMMON STOCK

      


      OF

      


      ASTRATA
        GROUP INCORPORATED

      


      Expires
        December 19, 2013

      


      
        
          	
                  No.:
                    W-D-07-__

                	
                  Number
                    of Shares: ___________

                
	
                  Date
                    of Issuance: December 19, 2007

                	 


        

      

      


      


      FOR
        VALUE
        RECEIVED, the undersigned, Astrata Group Incorporated, a Nevada corporation
        (together with its successors and assigns, the "Issuer"), hereby
        certifies that _______________ or its registered assigns is entitled to
        subscribe for and purchase, during the Term (as hereinafter defined), up
        to
        __________ (_________) shares (subject to adjustment as hereinafter provided)
        of
        the duly authorized, validly issued, fully paid and non-assessable Common
        Stock
        of the Issuer, at an exercise price per share equal to the Warrant Price
        then in
        effect, subject, however, to the provisions and upon the terms and conditions
        hereinafter set forth.  Capitalized terms used in this Warrant and not
        otherwise defined herein shall have the respective meanings specified in
        Section
        9 hereof.

      


      1.           
        Term.  The term of this Warrant shall commence on December 19,
        2007  and shall expire at 6:00 p.m., eastern time, on December 19,
        2013 (such period being the "Term").

      


      2.          
          Method
        of Exercise; Payment; Issuance of New Warrant; Transfer and
        Exchange.

      


      (a)           Time
        of Exercise.  The purchase rights represented by this Warrant may
        be exercised in whole or in part during the Term at any time in accordance
        with
        the terms of the Purchase Agreement for such number of shares of Common Stock
        equal to fifty percent (50%) of the number of shares of Common Stock issuable
        upon conversion of the shares of Series B-2 Convertible Preferred Stock that
        have been exercised by the Holder pursuant to the Series J Warrant issued
        by the
        Issuer to the Holder pursuant to the Purchase Agreement.

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      
 

      (b)           Method
        of Exercise.  The Holder hereof may exercise this Warrant, in
        whole or in part, by the surrender of this Warrant (with the exercise form
        attached hereto duly executed) at the principal office of the Issuer, and
        by the
        payment to the Issuer of an amount of consideration therefor equal to the
        Warrant Price in effect on the date of such exercise multiplied by the number
        of
        shares of Warrant Stock with respect to which this Warrant is then being
        exercised, payable at such Holder's election (i) by certified or official
        bank
        check or by wire transfer to an account designated by the Issuer, (ii) by
        "cashless exercise" in accordance with the provisions of subsection (c) of
        this
        Section 2, but only when a registration statement under the Securities Act
        providing for the resale of the Warrant Stock is not then in effect, or (iii)
        by
        a combination of the foregoing methods of payment selected by the Holder
        of this
        Warrant.


       

      (c)           Cashless
        Exercise.  Notwithstanding any provisions herein to the contrary
        and commencing eighteen (18) months following the Original Issue Date if
        (i) the
        Per Share Market Value of one share of Common Stock is greater than the Warrant
        Price (at the date of calculation as set forth below) and (ii) a registration
        statement under the Securities Act providing for the resale of the Warrant
        Stock
        is not then in effect by the date such registration statement is required
        to be
        effective pursuant to the Registration Rights Agreement (as defined in the
        Purchase Agreement) or not effective at any time during the Effectiveness
        Period
        (as defined in the Registration Rights Agreement) in accordance with the
        terms
        of the Registration Rights Agreement, unless the registration statement is
        not
        effective as a result of the Issuer exercising its rights under Section 3(n)
        of
        the Registration Rights Agreement, in lieu of exercising this Warrant by
        payment
        of cash, the Holder may exercise this Warrant by a cashless exercise and
        shall
        receive the number of shares of Common Stock equal to an amount (as determined
        below) by surrender of this Warrant at the principal office of the Issuer
        together with the properly endorsed Notice of Exercise in which event the
        Issuer
        shall issue to the Holder a number of shares of Common Stock computed using
        the
        following formula:

      


      X
        = Y - (A)(Y)

                       B

      


      
        	
                Where

              	
                X
                  =

              	
                the
                  number of shares of Common Stock to be issued to the
                  Holder.

              


      

      


      
        	
                 

              	
                Y
                  =

              	
                the
                  number of shares of Common Stock purchasable upon exercise of all
                  of the
                  Warrant or, if only a portion of the Warrant is being exercised,
                  the
                  portion of the Warrant being
                  exercised.

              


      

      


      
        	
                 

              	
                A
                  =

              	
                the
                  Warrant Price.

              


      

      


      B
        =           the Per Share
        Market Value of one share of Common Stock.

      


      (d)           Issuance
        of Stock Certificates.  In the event of any exercise of this
        Warrant in accordance with and subject to the terms and conditions hereof,
        certificates for the shares of Warrant Stock so purchased shall be dated
        the
        date of such exercise and delivered to the Holder hereof within a reasonable
        time, not exceeding three (3) Trading Days after such exercise (the “Delivery
        Date”) or, at the request of the Holder (provided that a registration
        statement under the Securities Act providing for the resale of the Warrant
        Stock
        is then in effect or that the shares of Warrant Stock are otherwise exempt
        from
        registration), issued and delivered to the Depository 

       

      
        
          
          

        

        
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      Trust
        Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal
        Agent Commission System (“DWAC”) within a reasonable time, not exceeding
        three (3) Trading Days after such exercise, and the Holder hereof shall be
        deemed for all purposes to be the holder of the shares of Warrant Stock so
        purchased as of the date of such exercise.  Notwithstanding the
        foregoing to the contrary, the Issuer or its transfer agent shall be obligated
        to issue and deliver the shares to the DTC on a holder’s behalf via DWAC only if
        such exercise is in connection with a sale or other exemption from registration
        by which the shares may be issued without a restrictive legend and the Issuer
        and its transfer agent are participating in DTC through the DWAC
        system.  The Holder shall deliver this original Warrant, or an
        indemnification reasonably acceptable to the Issuer undertaking with respect
        to
        such Warrant in the case of its loss, theft or destruction, at such time
        that
        this Warrant is fully exercised.  With respect to partial exercises of
        this Warrant, the Issuer shall keep written records for the Holder of the
        number
        of shares of Warrant Stock exercised as of each date of exercise.

      


      (e)           Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise.  In addition to any other rights available to the
        Holder, if the Issuer fails to cause its transfer agent to transmit to the
        Holder a certificate or certificates representing the Warrant Stock pursuant
        to
        an exercise on or before the Delivery Date, and if after such date the Holder
        is
        required by its broker to purchase (in an open market transaction or otherwise)
        shares of Common Stock to deliver in satisfaction of a sale by the Holder
        of the
        Warrant Stock which the Holder anticipated receiving upon such exercise (a
        “Buy-In”), then the Issuer shall (1) pay in cash to the Holder the amount
        by which (x) the Holder’s total purchase price (including brokerage commissions,
        if any) for the shares of Common Stock so purchased exceeds (y) the amount
        obtained by multiplying (A) the number of shares of Warrant Stock that the
        Issuer was required to deliver to the Holder in connection with the exercise
        at
        issue times (B) the price at which the sell order giving rise to such purchase
        obligation was executed, and (2) at the option of the Holder, either reinstate
        the portion of the Warrant and equivalent number of shares of Warrant Stock
        for
        which such exercise was not honored or deliver to the Holder the number of
        shares of Common Stock that would have been issued had the Issuer timely
        complied with its exercise and delivery obligations hereunder.  For
        example, if the Holder purchases Common Stock having a total purchase price
        of
        $11,000 to cover a Buy-In with respect to an attempted exercise of shares
        of
        Common Stock with an aggregate sale price giving rise to such purchase
        obligation of $10,000, under clause (1) of the immediately preceding sentence
        the Issuer shall be required to pay the Holder $1,000. The Holder shall provide
        the Issuer written notice indicating the amounts payable to the Holder in
        respect of the Buy-In, together with applicable confirmations and other evidence
        reasonably requested by the Issuer.  Nothing herein shall limit a
        Holder’s right to pursue any other remedies available to it hereunder, at law or
        in equity including, without limitation, a decree of specific performance
        and/or
        injunctive relief with respect to the Issuer’s failure to timely deliver
        certificates representing shares of Common Stock upon exercise of this Warrant
        as required pursuant to the terms hereof.

       

      (f)           Transferability
        of Warrant.  Subject to Section 2(h) hereof, this Warrant may be
        transferred by a Holder, in whole or in part, without the consent of the
        Issuer.  If transferred pursuant to this paragraph, this Warrant may
        be transferred on the books of the Issuer by the Holder hereof in person
        or by
        duly authorized attorney, upon surrender of this Warrant at the principal
        office
        of the Issuer, properly endorsed (by the Holder executing an assignment in
        the
        form attached hereto) and upon payment of any necessary transfer tax or other
        governmental charge imposed upon such transfer.  This Warrant is
        exchangeable at the principal office of the Issuer for Warrants to purchase
        the
        same aggregate number of shares of Warrant Stock, each new Warrant to represent
        the right to purchase such number of shares of Warrant Stock as the Holder
        hereof shall designate at the time of such exchange.  All Warrants
        issued on transfers or exchanges shall be dated the Original Issue Date and
        shall be identical with this Warrant except as to the number of shares of
        Warrant Stock issuable pursuant thereto.

       

      
        
          
          

        

        
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      (g)           Continuing
        Rights of Holder.  The Issuer will, at the time of or at any time
        after each exercise of this Warrant, upon the request of the Holder hereof,
        acknowledge in writing the extent, if any, of its continuing obligation to
        afford to such Holder all rights to which such Holder shall continue to be
        entitled after such exercise in accordance with the terms of this Warrant,
        provided that if any such Holder shall fail to make any such request, the
        failure shall not affect the continuing obligation of the Issuer to afford
        such
        rights to such Holder.

      


      (h)           Compliance
        with Securities Laws.

      


      (i)           The
        Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
        and
        the shares of Warrant Stock to be issued upon exercise hereof are being acquired
        solely for the Holder's own account and not as a nominee for any other party,
        and for investment, and that the Holder will not offer, sell or otherwise
        dispose of this Warrant or any shares of Warrant Stock to be issued upon
        exercise hereof except pursuant to an effective registration statement, or
        an
        exemption from registration, under the Securities Act and any applicable
        state
        securities laws.

      


      (ii)           Except
        as provided in paragraph (iii) below, this Warrant and all certificates
        representing shares of Warrant Stock issued upon exercise hereof shall be
        stamped or imprinted with a legend in substantially the following
        form:

      


      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
        ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.

       

      
        
          
          

        

        
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      (iii)           The
        Issuer agrees to reissue this Warrant or certificates representing any of
        the
        Warrant Stock, without the legend set forth above if at such time, prior
        to
        making any transfer of any such securities, the Holder shall give written
        notice
        to the Issuer describing the manner and terms of such transfer.  Such
        proposed transfer will not be effected until: (a) either (i) the Issuer has
        received an opinion of counsel reasonably satisfactory to the Issuer, to
        the
        effect that the registration of such securities under the Securities Act
        is not
        required in connection with such proposed transfer, (ii) a registration
        statement under the Securities Act covering such proposed disposition has
        been
        filed by the Issuer with the Securities and Exchange Commission and has become
        effective under the Securities Act, (iii) the Issuer has received other evidence
        reasonably satisfactory to the Issuer that such registration and qualification
        under the Securities Act and state securities laws are not required, or (iv)
        the
        Holder provides the Issuer with reasonable assurances that such security
        can be
        sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the
        Issuer has received an opinion of counsel reasonably satisfactory to the
        Issuer,
        to the effect that registration or qualification under the securities or
        "blue
        sky" laws of any state is not required in connection with such proposed
        disposition, or (ii) compliance with applicable state securities or "blue
        sky"
        laws has been effected or a valid exemption exists with respect
        thereto.  The Issuer will respond to any such notice from a holder
        within three (3) Trading Days.  In the case of any proposed transfer
        under this Section 2(h), the Issuer will use reasonable efforts to comply
        with
        any such applicable state securities or "blue sky" laws, but shall in no
        event
        be required, (x) to qualify to do business in any state where it is not then
        qualified, (y) to take any action that would subject it to tax or to the
        general
        service of process in any state where it is not then subject, or (z) to comply
        with state securities or “blue sky” laws of any state for which registration by
        coordination is unavailable to the Issuer.  The restrictions on
        transfer contained in this Section 2(h) shall be in addition to, and not
        by way
        of limitation of, any other restrictions on transfer contained in any other
        section of this Warrant.  Whenever a certificate representing the
        Warrant Stock is required to be issued to a the Holder without a legend,
        in lieu
        of delivering physical certificates representing the Warrant Stock, the Issuer
        shall cause its transfer agent to electronically transmit the Warrant Stock
        to
        the Holder by crediting the account of the Holder or Holder's Prime Broker
        with
        DTC through its DWAC system (to the extent not inconsistent with any provisions
        of this Warrant or the Purchase Agreement).

      


      (i)           Accredited
        Investor Status.  In no event may the Holder exercise this Warrant
        in whole or in part unless the Holder is an “accredited investor” as defined in
        Regulation D under the Securities Act.

      


      3.           Stock
        Fully Paid; Reservation and Listing of Shares; Covenants.

      


      (a)           Stock
        Fully Paid.  The Issuer represents, warrants, covenants and agrees
        that all shares of Warrant Stock which may be issued upon the exercise of
        this
        Warrant or otherwise hereunder will, when issued in accordance with the terms
        of
        this Warrant, be duly authorized, validly issued, fully paid and non-assessable
        and free from all taxes, liens and charges created by or through the
        Issuer.  The Issuer further covenants and agrees that during the
        period within which this Warrant may be exercised, the Issuer will at all
        times
        have authorized and reserved for the purpose of the issuance upon exercise
        of
        this Warrant a number of authorized but unissued shares of Common Stock equal
        to
        at least one hundred fifty (150%) of the number of shares of Common Stock
        issuable upon exercise of this Warrant without regard to any limitations
        on
        exercise.

       

      
        
          
          

        

        
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      (b)           Reservation.  If
        any shares of Common Stock required to be reserved for issuance upon exercise
        of
        this Warrant or as otherwise provided hereunder require registration or
        qualification with any Governmental Authority under any federal or state
        law
        before such shares may be so issued, the Issuer will in good faith use its
        best
        efforts as expeditiously as possible at its expense to cause such shares
        to be
        duly registered or qualified.  If the Issuer shall list any shares of
        Common Stock on any securities exchange or market it will, at its expense,
        list
        thereon, and maintain and increase when necessary such listing, of, all shares
        of Warrant Stock from time to time issued upon exercise of this Warrant or
        as
        otherwise provided hereunder (provided that such Warrant Stock has been
        registered pursuant to a registration statement under the Securities Act
        then in
        effect), and, to the extent permissible under the applicable securities exchange
        rules, all unissued shares of Warrant Stock which are at any time issuable
        hereunder, so long as any shares of Common Stock shall be so
        listed.  The Issuer will also so list on each securities exchange or
        market, and will maintain such listing of, any other securities which the
        Holder
        of this Warrant shall be entitled to receive upon the exercise of this Warrant
        if at the time any securities of the same class shall be listed on such
        securities exchange or market by the Issuer.

      


      (c)           Covenants.  The
        Issuer shall not by any action including, without limitation, amending the
        Articles of Incorporation or the by-laws of the Issuer, or through any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other action, avoid or seek to avoid the observance
        or
        performance of any of the terms of this Warrant, but will at all times in
        good
        faith assist in the carrying out of all such terms and in the taking of all
        such
        actions as may be necessary or appropriate to protect the rights of the Holder
        hereof against dilution (to the extent specifically provided herein) or
        impairment.  Without limiting the generality of the foregoing, the
        Issuer will (i) not permit the par value, if any, of its Common Stock to
        exceed
        the then effective Warrant Price, (ii) not amend or modify any provision
        of the
        Articles of Incorporation or by-laws of the Issuer in any manner that would
        adversely affect the rights of the Holders of the Warrants, (iii) take all
        such
        action as may be reasonably necessary in order that the Issuer may validly
        and
        legally issue fully paid and nonassessable shares of Common Stock, free and
        clear of any liens, claims, encumbrances and restrictions (other than as
        provided herein) upon the exercise of this Warrant, and (iv) use its best
        efforts to obtain all such authorizations, exemptions or consents from any
        public regulatory body having jurisdiction thereof as may be reasonably
        necessary to enable the Issuer to perform its obligations under this
        Warrant.

      


      (d)           Loss,
        Theft, Destruction of Warrants.  Upon receipt of evidence
        satisfactory to the Issuer of the ownership of and the loss, theft, destruction
        or mutilation of any Warrant and, in the case of any such loss, theft or
        destruction, upon receipt of indemnity or security satisfactory to the Issuer
        or, in the case of any such mutilation, upon surrender and cancellation of
        such
        Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
        destroyed or mutilated Warrant, a new Warrant of like tenor and representing
        the
        right to purchase the same number of shares of Common Stock.

      


      (e)           Payment
        of Taxes.  The Issuer will pay any documentary stamp taxes
        attributable to the initial issuance of the Warrant Stock issuable upon exercise
        of this Warrant; provided, however, that the Issuer shall not be
        required to pay any tax or taxes which may be payable in respect of any transfer
        involved in the issuance or delivery of any certificates representing Warrant
        Stock in a name other than that of the Holder in respect to which such shares
        are issued.

       

      
        
          
          

        

        
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      4.           Adjustment
        of Warrant Price.  The price at which such shares of Warrant Stock
        may be purchased upon exercise of this Warrant shall be subject to adjustment
        from time to time as set forth in this Section 4. The Issuer shall give the
        Holder notice of any event described below which requires an adjustment pursuant
        to this Section 4 in accordance with the notice provisions set forth in Section
        5.

      


      (a)           Recapitalization,
        Reorganization, Reclassification, Consolidation, Merger or
        Sale.

      


      (i)  In
        case the Issuer after
        the Original Issue Date shall do any of the following (each, a "Triggering
        Event"): (a) consolidate or merge with or into any other Person and the
        Issuer shall not be the continuing or surviving corporation of such
        consolidation or merger, or (b) permit any other Person to consolidate with
        or
        merge into the Issuer and the Issuer shall be the continuing or surviving
        Person
        but, in connection with such consolidation or merger, any Capital Stock of
        the
        Issuer shall be changed into or exchanged for Securities of any other Person
        or
        cash or any other property, or (c) transfer all or substantially all of its
        properties or assets to any other Person, or (d) effect a capital reorganization
        or reclassification of its Capital Stock, then, and in the case of each such
        Triggering Event, proper provision shall be made to the Warrant Price and
        the
        number of shares of Warrant Stock that may be purchased upon exercise of
        this
        Warrant so that, upon the basis and the terms and in the manner provided
        in this
        Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof
        at any time after the consummation of such Triggering Event, to the extent
        this
        Warrant is not exercised prior to such Triggering Event, to receive at the
        Warrant Price as adjusted to take into account the consummation of such
        Triggering Event, in lieu of the Common Stock issuable upon such exercise
        of
        this Warrant prior to such Triggering Event, the Securities, cash and property
        to which such Holder would have been entitled upon the consummation of such
        Triggering Event if such Holder had exercised the rights represented by this
        Warrant immediately prior thereto (including the right of a shareholder to
        elect
        the type of consideration it will receive upon a Triggering Event), subject
        to
        adjustments (subsequent to such corporate action) as nearly equivalent as
        possible to the adjustments provided for elsewhere in this Section 4;
provided, however, the Holder at its option may elect to receive
        shares of Common Stock in an amount equal to eighty percent (80%) of the
        average
        VWAP of the Common Stock for the forty (40) Trading Days preceding the date
        of
        such Triggering Event.  Immediately upon the occurrence of a
        Triggering Event, the Issuer shall notify the Holder in writing of such
        Triggering Event and provide the calculations in determining the number of
        shares of Warrant Stock issuable upon exercise of the new warrant and the
        adjusted Warrant Price.  Upon the Holder’s request, the continuing or
        surviving corporation as a result of such Triggering Event shall issue to
        the
        Holder a new warrant of like tenor evidencing the right to purchase the adjusted
        number of shares of Warrant Stock and the adjusted Warrant Price pursuant
        to the
        terms and provisions of this Section 4(a)(i).  Notwithstanding the
        foregoing to the contrary, this Section 4(a)(i) shall only apply if the
        surviving entity pursuant to any such Triggering Event is a company that
        has a
        class of equity securities registered pursuant to the Securities Exchange
        Act of
        1934, as amended, and its common stock is listed or quoted on a national
        securities exchange, national automated quotation system or the OTC Bulletin
        Board.  In the event that the surviving entity pursuant to any such
        Triggering Event is not a public company that is registered pursuant to the
        Securities Exchange Act of 1934, as amended, or its common stock is not listed
        or quoted on a national securities exchange, national automated quotation
        system
        or the OTC Bulletin Board, then the Holder shall have the right to demand
        that
        the Issuer pay to the Holder an amount in cash equal to the value of this
        Warrant calculated in accordance with the Black-Scholes formula.

       

      
        
          
          

        

        
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      (ii)           In
        the event that the Holder has elected not to exercise this Warrant prior
        to the
        consummation of a Triggering Event and has also elected not to receive shares
        of
        Common Stock pursuant to the provisions of Section 4(a)(i) above, so long
        as the
        surviving entity pursuant to any Triggering Event is a company that has a
        class
        of equity securities registered pursuant to the Securities Exchange Act of
        1934,
        as amended, and its common stock is listed or quoted on a national securities
        exchange, national automated quotation system or the OTC Bulletin Board,
        the
        surviving entity and/or each Person (other than the Issuer) which may be
        required to deliver any Securities, cash or property upon the exercise of
        this
        Warrant as provided herein shall assume, by written instrument delivered
        to, and
        reasonably satisfactory to, the Holder of this Warrant, (A) the obligations
        of
        the Issuer under this Warrant (and if the Issuer shall survive the consummation
        of such Triggering Event, such assumption shall be in addition to, and shall
        not
        release the Issuer from, any continuing obligations of the Issuer under this
        Warrant) and (B) the obligation to deliver to such Holder such Securities,
        cash
        or property as, in accordance with the foregoing provisions of this subsection
        (a), such Holder shall be entitled to receive, and the surviving entity and/or
        each such Person shall have similarly delivered to such Holder an opinion
        of
        counsel for the surviving entity and/or each such Person, which counsel shall
        be
        reasonably satisfactory to such Holder, or in the alternative, a written
        acknowledgement executed by the President or Chief Financial Officer of the
        Issuer, stating that this Warrant shall thereafter continue in full force
        and
        effect and the terms hereof (including, without limitation, all of the
        provisions of this subsection (a)) shall be applicable to the Securities,
        cash
        or property which the surviving entity and/or each such Person may be required
        to deliver upon any exercise of this Warrant or the exercise of any rights
        pursuant hereto.

      


      (b)           Stock
        Dividends, Subdivisions and Combinations.  If at any time the
        Issuer shall:

      


                            (i)           make
        or issue or set a record date for the holders of the Common Stock for the
        purpose of entitling them to receive a dividend payable in, or other
        distribution of, shares of Common Stock,

      


                            (ii)           subdivide
        its outstanding shares of Common Stock into a larger number of shares of
        Common
        Stock, or

      


                            (iii)           combine
        its outstanding shares of Common Stock into a smaller number of shares of
        Common
        Stock,

       

      
        
          
          

        

        
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      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        immediately after the occurrence of any such event shall be adjusted to equal
        the number of shares of Common Stock which a record holder of the same number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        prior
        to the occurrence of such event would own or be entitled to receive after
        the
        happening of such event, and (2) the Warrant Price then in effect shall be
        adjusted to equal (A) the Warrant Price then in effect multiplied by the
        number
        of shares of Common Stock for which this Warrant is exercisable immediately
        prior to the adjustment divided by (B) the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately after such
        adjustment.

      


      (c)           Certain
        Other Distributions.  If at any time the Issuer shall make or
        issue or set a record date for the holders of the Common Stock for the purpose
        of entitling them to receive any divi­dend or other distribution
        of:

      


      (i)           cash,

      


      (ii)           any
        evidences of its indebtedness, any shares of stock of any class or any other
        securities or property of any nature whatsoever (other than cash, Common
        Stock
        Equivalents or Additional Shares of Common Stock), or

      


      (iii)           any
        warrants or other rights to subscribe for or purchase any evidences of its
        indebtedness, any shares of stock of any class or any other securities or
        property of any nature whatsoever (other than cash, Common Stock Equivalents
        or
        Additional Shares of Common Stock),

      


      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        shall
        be adjusted to equal the product of the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately prior to such adjustment
        multiplied by a fraction (A) the numerator of which shall be the Per Share
        Market Value of Common Stock at the date of taking such record and (B) the
        denominator of which shall be such Per Share Market Value minus the amount
        allocable to one share of Common Stock of any such cash so distributable
        and of
        the fair value (as determined in good faith by the Board of Directors of
        the
        Issuer and supported by an opinion from an investment banking firm mutually
        agreed upon by the Issuer and the Holder) of any and all such evidences of
        indebtedness, shares of stock, other securities or property or warrants or
        other
        subscription or purchase rights so distributable, and (2) the Warrant Price
        then
        in effect shall be adjusted to equal (A) the Warrant Price then in effect
        multiplied by the number of shares of Common Stock for which this Warrant
        is
        exercisable immediately prior to the adjustment divided by (B) the number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        after
        such adjustment.  A reclassification of the Common Stock (other than a
        change in par value, or from par value to no par value or from no par value
        to
        par value) into shares of Common Stock and shares of any other class of stock
        shall be deemed a distribution by the Issuer to the holders of its Common
        Stock
        of such shares of such other class of stock within the meaning of this Section
        4(c) and, if the outstanding shares of Common Stock shall be changed into
        a
        larger or smaller number of shares of Common Stock as a part of such
        reclassification, such change shall be deemed a subdivision or combination,
        as
        the case may be, of the outstanding shares of Common Stock within the meaning
        of
        Section 4(b).

      


      (d)           Issuance
        of Additional Shares of Common Stock.  In the event the Issuer
        shall at any time following the Original Issuance Date issue any Additional
        Shares of Common Stock (otherwise than as provided in the foregoing subsections
        (b) through (c) of this Section 4), at a price per share less than the Warrant
        Price then in effect or without consideration, then the Warrant Price upon
        each
        such issuance shall be adjusted to the price equal to the consideration per
        share paid for such Additional Shares of Common Stock.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

      
 

      (e)  Issuance
        of Common Stock Equivalents.  In the event the Issuer shall at any
        time following the Original Issuance Date take a record of the holders of
        its
        Common Stock for the purpose of entitling them to receive a distribution
        of, or
        shall in any manner (whether directly or by assumption in a merger in which
        the
        Issuer is the surviving corporation) issue or sell, any Common Stock
        Equivalents, whether or not the rights to exchange or convert thereunder
        are
        immediately exercisable, and the price per share for which Common Stock is
        issuable upon such conversion or exchange shall be less than the Warrant
        Price
        in effect immediately prior to the time of such issue or sale, or if, after
        any
        such issuance of Common Stock Equivalents, the price per share for which
        Additional Shares of Common Stock may be issuable thereafter is amended or
        adjusted, and such price as so amended shall be less than the Warrant Price
        in
        effect at the time of such amendment or adjustment, then the Warrant Price
        then
        in effect shall be adjusted as provided in Section 4(d).  No further
        adjustments of the number of shares of Common Stock for which this Warrant
        is
        exercisable and the Warrant Price then in effect shall be made upon the actual
        issue of such Common Stock upon conversion or exchange of such Common Stock
        Equivalents.

      


      (f)           Other
        Provisions applicable to Adjustments under this Section.  The
        following provisions shall be ap­plicable to the making of adjustments of
        the number of shares of Common Stock for which this Warrant is exercisable
        and
        the Warrant Price then in effect provided for in this Section 4:

      


      (i)           Computation
        of Consideration.  To the extent that any Additional Shares of
        Common Stock or any Common Stock Equivalents (or any warrants or other rights
        therefor) shall be issued for cash consideration, the consideration received
        by
        the Issuer therefor shall be the amount of the cash received by the Issuer
        therefor, or, if such Additional Shares of Common Stock or Common Stock
        Equivalents are offered by the Issuer for subscription, the subscription
        price,
        or, if such Additional Shares of Common Stock or Common Stock Equivalents
        are
        sold to underwriters or dealers for public offering without a subscription
        offering, the initial public offering price (in any such case subtracting
        any
        amounts paid or receivable for accrued interest or accrued dividends and
        without
        taking into account any compensation, discounts or expenses paid or incurred
        by
        the Issuer for and in the underwriting of, or otherwise in connection with,
        the
        issuance thereof).  In connection with any merger or consolidation in
        which the Issuer is the surviving corporation (other than any consolidation
        or
        merger in which the previously outstanding shares of Common Stock of the
        Issuer
        shall be changed to or exchanged for the stock or other securities of another
        corporation), the amount of consideration therefore shall be, deemed to be
        the
        fair value, as determined reasonably and in good faith by the Board, of such
        portion of the assets and business of the nonsurviving corporation as the
        Board
        may determine to be attributable to such shares of Common Stock or Common
        Stock
        Equivalents, as the case may be.  The consideration for any Additional
        Shares of Common Stock issuable pursuant to any warrants or other rights
        to
        subscribe for or purchase the same shall be the consideration received by
        the
        Issuer for issuing such warrants or other rights plus the additional
        con­sideration payable to the Issuer upon exercise of such warrants or other
        rights.  The consideration for any Additional 

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      Shares
        of
        Common Stock issuable pursuant to the terms of any Common Stock Equivalents
        shall be the consideration received by the Issuer for issuing war­rants or
        other rights to subscribe for or purchase such Common Stock Equivalents,
        plus
        the consideration paid or payable to the Issuer in respect of the subscription
        for or purchase of such Common Stock Equivalents, plus the additional
        consideration, if any, payable to the Issuer upon the exercise of the right
        of
        conversion or exchange in such Common Stock Equivalents.  In the event
        of any consolidation or merger of the Issuer in which the Issuer is not the
        surviving corporation or in which the previously outstanding shares of Common
        Stock of the Issuer shall be changed into or exchanged for the stock or other
        securities of another corporation, or in the event of any sale of all or
        substantially all of the assets of the Issuer for stock or other securities
        of
        any corporation, the Issuer shall be deemed to have issued a number of shares
        of
        its Common Stock for stock or securities or other property of the other
        corporation computed on the basis of the actual exchange ratio on which the
        transaction was predicated, and for a consideration equal to the fair market
        value on the date of such transaction of all such stock or securities or
        other
        property of the other corporation.  In the event any consideration
        received by the Issuer for any securities consists of property other than
        cash,
        the fair market value thereof at the time of issuance or as otherwise applicable
        shall be as determined in good faith by the Board.  In the event
        Common Stock is issued with other shares or securities or other assets of
        the
        Issuer for consideration which covers both, the consideration computed as
        provided in this Section 4(f)(i) shall be allocated among such securities
        and
        assets as determined in good faith by the Board.

      


      (ii)           When
        Adjustments to Be Made.  The adjustments required by this Section
        4 shall be made whenever and as often as any specified event requiring an
        adjustment shall occur, except that any adjustment of the number of shares
        of
        Common Stock for which this Warrant is exercisable that would otherwise be
        required may be postponed (except in the case of a subdivision or combination
        of
        shares of the Common Stock, as provided for in Section 4(b)) up to, but not
        beyond the date of exercise if such adjustment either by itself or with other
        adjustments not previously made adds or subtracts less than one percent (1%)
        of
        the shares of Common Stock for which this Warrant is exercisable immediately
        prior to the making of such adjustment.  Any adjustment representing a
        change of less than such minimum amount (except as aforesaid) which is postponed
        shall be carried forward and made as soon as such adjustment, together with
        other adjustments required by this Section 4 and not previously made, would
        result in a minimum adjustment or on the date of exercise. For the purpose
        of
        any adjustment, any specified event shall be deemed to have occurred at the
        close of business on the date of its occurrence.

      


      (iii)           Fractional
        Interests.  In computing ad­justments under this Section 4,
        fractional interests in Common Stock shall be taken into account to the
        near­est one one-hundredth (1/100th) of a
        share.

      


      (iv)           When
        Adjustment Not Required.  If the Issuer shall take a record of the
        holders of its Common Stock for the purpose of entitling them to receive
        a
        dividend or distribution or subscription or purchase rights and shall,
        thereafter and before the distribution to stockholders thereof, legally abandon
        its plan to pay or deliver such dividend, distribution, subscription or purchase
        rights, then thereafter no adjustment shall be required by reason of the
        taking
        of such record and any such adjustment previously made in respect thereof
        shall
        be rescinded and annulled.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      


      (g)           Form
        of Warrant after Adjustments.  The form of this Warrant need not
        be changed because of any adjustments in the Warrant Price or the number
        and
        kind of Securities purchasable upon the exercise of this Warrant.

      


      (h)           Escrow
        of Warrant Stock.  If after any property becomes distributable
        pursuant to this Section 4 by reason of the taking of any record of the holders
        of Common Stock, but prior to the occurrence of the event for which such
        record
        is taken, and the Holder exer­cises this Warrant, any shares of Common Stock
        issuable upon exercise by reason of such adjustment shall be deemed the last
        shares of Common Stock for which this Warrant is exercised (notwithstanding
        any
        other provision to the contrary herein) and such shares or other property
        shall
        be held in escrow for the Holder by the Issuer to be issued to the Holder
        upon
        and to the extent that the event actually takes place, upon payment of the
        current Warrant Price.  Notwithstanding any other provision to the
        contrary herein, if the event for which such record was taken fails to occur
        or
        is rescinded, then such escrowed shares shall be cancelled by the Issuer
        and
        escrowed property returned.

      


      5.           Notice
        of Adjustments.  Whenever the Warrant Price or Warrant Share
        Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
        Section 5, each an "adjustment"), the Issuer shall cause its Chief
        Financial Officer to prepare and execute a certificate setting forth, in
        reasonable detail, the event requiring the adjustment, the amount of the
        adjustment, the method by which such adjustment was calculated (including
        a
        description of the basis on which the Board made any determination hereunder),
        and the Warrant Price and Warrant Share Number after giving effect to such
        adjustment, and shall cause copies of such certificate to be delivered to
        the
        Holder of this Warrant promptly after each adjustment.  Any dispute
        between the Issuer and the Holder of this Warrant with respect to the matters
        set forth in such certificate may at the option of the Holder of this Warrant
        be
        submitted to a national or regional accounting firm reasonably acceptable
        to the
        Issuer and the Holder, provided that the Issuer shall have ten (10) days
        after receipt of notice from such Holder of its selection of such firm to
        object
        thereto, in which case such Holder shall select another such firm and the
        Issuer
        shall have no such right of objection.  The firm selected by the
        Holder of this Warrant as provided in the preceding sentence shall be instructed
        to deliver a written opinion as to such matters to the Issuer and such Holder
        within thirty (30) days after submission to it of such dispute.  Such
        opinion shall be final and binding on the parties hereto.  The costs
        and expenses of the initial accounting firm shall be paid equally by the
        Issuer
        and the Holder and, in the case of an objection by the Issuer, the costs
        and
        expenses of the subsequent accounting firm shall be paid in full by the
        Issuer.

      


      6.           Fractional
        Shares.  No fractional shares of Warrant Stock will be issued in
        connection with any exercise hereof, but in lieu of such fractional shares,
        the
        Issuer shall round the number of shares to be issued upon exercise up to
        the
        nearest whole number of shares.

      


      7.           Ownership
        Cap and Exercise Restriction.  Notwithstanding anything to the
        contrary set forth in this Warrant, at no time may a Holder of this Warrant
        exercise this Warrant if the number of shares of Common Stock to be issued
        pursuant to such exercise would exceed, when aggregated with all other shares
        of
        Common Stock owned by such Holder and its 

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      affiliates
        at such time, the number of shares of Common Stock which would result in
        such
        Holder and its affiliates beneficially owning (as determined in accordance
        with
        Section 13(d) of the Exchange Act and the rules  thereunder) in excess
        of 9.99% of the then issued and outstanding shares of Common Stock;
provided, however, that upon a Holder of this Warrant providing
        the Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof)
        (the
        "Waiver Notice") that such Holder would like to waive this Section 7 with
        regard to any or all shares of Common Stock issuable upon exercise of this
        Warrant, this Section 7 will be of no force or effect with regard to all
        or a
        portion of the Warrant referenced in the Waiver Notice; provided,
further, that during the sixty-one (61) day period prior to the
        expiration of the Term, the Holder may waive this Section 7 by providing
        a
        Waiver Notice at any time during such sixty-one (61) day period;
provided, further, that any Waiver Notice provided during the
        sixty-one (61) day period prior to expiration of the Term will not be effective
        until the last day of the Term.

      


      8.           Issuer's
        Redemption Option.  If (A) the Per Share Market Value of the
        Common Stock for any twenty (20) consecutive Trading Days equals or exceeds
        $5.00 per share (as may be adjusted for any stock splits or combinations
        of the
        Common Stock) and (B) the trading volume of the Common Stock for each Trading
        Day of such twenty (20) Trading Day period equals or exceeds 50,000 shares
        of
        Common Stock, the Issuer may, at any time thereafter upon twenty (20) Trading
        Days prior written notice (the “Issuer Redemption Notice”) to the Holder,
        redeem the unexercised portion of this Warrant in cash at a price equal to
        the
        number of shares of Warrant Stock with respect to the unexercised portion
        of
        this Warrant multiplied by $0.0001 (the “Issuer Redemption Price”);
provided, that, in connection with any redemption by the Issuer
        under this Section 8, (A) the registration statement (the ‘Registration
        Statement”) filed by the Issuer with the Securities and Exchange Commission
        providing for the resale of the Warrant Stock and the shares of Common Stock
        issuable upon conversion of the Series B Convertible Preferred Stock issued
        pursuant to the Purchase Agreement is then in effect and has been effective,
        without lapse or suspension of any kind, for a period of sixty (60) consecutive
        calendar days, (B) trading in the Common Stock shall not have been suspended
        by
        the Securities and Exchange Commission or the OTC Bulletin Board (or other
        exchange or market on which the Common Stock is trading), (C) the Issuer
        is in
        material compliance with the terms and conditions of this Warrant and the
        other
        Transaction Documents (as defined in the Purchase Agreement) and (D) the
        Issuer
        is not in possession of any material non-public information; provided,
further, that the Registration Statement is in effect from the date
        of
        delivery of the Issuer Redemption Notice until the date which is the later
        of
        (1) the date the Holder exercises the Warrant pursuant to the Issuer Redemption
        Notice and (2) the twentieth (20th) Trading
        Day after
        the Holder receives the Issuer Redemption Notice (the "Early Termination
        Date").  The rights and privileges granted pursuant to this
        Warrant with respect to the shares of Warrant Stock subject to the Issuer
        Redemption Notice (the "Redeemed Warrant Shares") shall expire on the
        Early Termination Date if this Warrant is not exercised with respect to such
        Redeemed Warrant Shares prior to such Early Termination Date.  The
        Issuer's Redemption Notice shall state the date of redemption which date
        shall
        be the twenty-first (21st) Trading
        Day after
        the Issuer has delivered the Issuer's Redemption Notice (the "Issuer’s
        Redemption Date"), the Issuer's Redemption Price and the number of shares to
        be redeemed by the Issuer.  The Issuer shall not send a Issuer's
        Redemption Notice unless it has good and clear funds for a minimum of the
        amount
        it intends to redeem in a bank account controlled by the Issuer.  The
        Issuer shall deliver the Issuer's Redemption Price to the Holder on the Issuer’s
        Redemption Date.  Not later than five (5) days after receipt of the
        Issuer Redemption Price, Holder shall return to the Issuer for cancellation
        the
        original Warrant to be redeemed. If the Issuer fails to pay the Issuer’s
        Redemption Price by the Issuer’s Redemption Date, the redemption will be
        declared null and void. Notwithstanding anything in the
        foregoing to the contrary, if the Holder may not exercise this Warrant as
        a
        result of the restriction contained in Section 7 hereof, the Issuer Redemption
        Notice shall be deemed null and void and shall not be deemed effective until
        the
        date that the Holder may exercise this Warrant in accordance with Section
        7
        hereof.

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      


      9.           Definitions.  For
        the purposes of this Warrant, the following terms have the following
        meanings:

      


      "Additional
        Shares of Common
        Stock" means all shares of Common Stock issued by the Issuer after the
        Original Issue Date, and all shares of Other Common, if any, issued by the
        Issuer after the Original Issue Date, except: (i) securities issued (other
        than
        for cash) in connection with a merger, acquisition, or consolidation, (ii)
        securities issued pursuant to the conversion or exercise of convertible or
        exercisable securities issued or outstanding on or prior to the date of the
        Purchase Agreement or issued pursuant to the Purchase Agreement (so long
        as the
        conversion or exercise price in such securities are not amended to lower
        such
        price and/or adversely affect the Holders), (iii) the Warrant Stock, (iv)
        securities issued in connection with bona fide strategic license agreements
        or
        other partnering arrangements so long as such issuances are not for the purpose
        of raising capital, (v) Common Stock issued or the issuance or grants of
        options
        to purchase Common Stock pursuant to the Issuer’s stock option plans and
        employee stock purchase plans outstanding as they exist on the date of the
        Purchase Agreement, and (vi) any warrants issued to the placement agent and
        its
        designees for the transactions contemplated by the Purchase
        Agreement.

      


      "Articles
        of Incorporation" means the Articles of Incorporation of the Issuer as in
        effect on the Original Issue Date, and as hereafter from time to time amended,
        modified, supplemented or restated in accordance with the terms hereof and
        thereof and pursuant to applicable law.

      


      “Board"
        shall mean the Board of Directors of the Issuer.

      


      "Capital
        Stock" means and includes (i) any and all shares, interests, participations
        or other equivalents of or interests in (however designated) corporate stock,
        including, without limitation, shares of preferred or preference stock, (ii)
        all
        partnership interests (whether general or limited) in any Person which is
        a
        partnership, (iii) all membership interests or limited liability company
        interests in any limited liability company, and (iv) all equity or ownership
        interests in any Person of any other type.

      


      "Common
        Stock" means the Common Stock, $0.0001 par value per share, of the Issuer
        and any other Capital Stock into which such stock may hereafter be
        changed.

      


      "Common
        Stock Equivalent" means any Convertible Security or warrant, option or other
        right to subscribe for or purchase any Additional Shares of Common Stock
        or any
        Convertible Security.

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

      
 

      "Convertible
        Securities" means evidences of Indebtedness, shares of Capital Stock or
        other Securities which are or may be at any time convertible into or
        exchangeable for Additional Shares of Common Stock.  The term
        "Convertible Security" means one of the Convertible Securities.

      


      "Governmental
        Authority" means any governmental, regulatory or self-regulatory entity,
        department, body, official, authority, commission, board, agency or
        instrumentality, whether federal, state or local, and whether domestic or
        foreign.

      


      "Holders"
        mean the Persons who shall from time to time own any Warrant.  The
        term "Holder" means one of the Holders.

      


      "Independent
        Appraiser" means a nationally recognized or major regional investment
        banking firm or firm of independent certified public accountants of recognized
        standing (which may be the firm that regularly examines the financial statements
        of the Issuer) that is regularly engaged in the business of appraising the
        Capital Stock or assets of corporations or other entities as going concerns,
        and
        which is not affiliated with either the Issuer or the Holder of any
        Warrant.

      


      "Issuer"
        means Astrata Group Incorporated, a Nevada corporation, and its
        successors.

      


      "Majority
        Holders" means at any time the Holders of Warrants exercisable for a
        majority of the shares of Warrant Stock issuable under the Warrants at the
        time
        outstanding.

      


      "Original
        Issue Date" means December 19, 2007.

      


      "OTC
        Bulletin Board" means the
        over-the-counter electronic bulletin board.

      


      "Other
        Common" means any other Capital Stock of the Issuer of any class which shall
        be authorized at any time after the date of this Warrant (other than Common
        Stock) and which shall have the right to participate in the distribution
        of
        earnings and assets of the Issuer without limitation as to amount.

      


      “Outstanding
        Common Stock”
means, at any given time, the aggregate amount of outstanding shares
        of Common
        Stock, assuming full exercise, conversion or exchange (as applicable) of
        all
        options, warrants and other Securities which are convertible into or exercisable
        or exchangeable for, and any right to subscribe for, shares of Common Stock
        that
        are outstanding at such time.

      


      "Person"
        means an individual,
        corporation, limited liability company, partnership, joint stock company,
        trust,
        unincorporated organization, joint venture, Governmental Authority or other
        entity of whatever nature.

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

      
 

      "Per
        Share Market Value" means on any particular date (a) the last closing bid
        price per share of the Common Stock on such date on the OTC Bulletin Board
        or a
        registered national stock exchange on which the Common Stock is then listed,
        or
        if there is no such price on such date, then the closing price on such exchange
        or quotation system on the date nearest preceding such date, or (b) if the
        Common Stock is not listed or traded then on the OTC Bulletin Board or any
        registered national stock exchange, the last closing bid price for a share
        of
        Common Stock in the over-the-counter market, as reported by the OTC Bulletin
        Board or by Pink Sheets LLC or similar organization or agency succeeding
        to its
        functions of reporting prices) at the close of business on such date, or
        (c) if
        the Common Stock is not then publicly traded the fair market value of a share
        of
        Common Stock as determined by an Independent Appraiser selected in good faith
        by
        the Majority Holders; provided, however, that the Issuer, after
        receipt of the determination by such Independent Appraiser, shall have the
        right
        to select an additional Independent Appraiser, in which case, the fair market
        value shall be equal to the average of the determinations by each such
        Independent Appraiser; and provided, further that all
        determinations of the Per Share Market Value shall be appropriately adjusted
        for
        any stock dividends, stock splits or other similar transactions during such
        period.  The determination of fair market value by an Independent
        Appraiser shall be based upon the fair market value of the Issuer determined
        on
        a going concern basis as between a willing buyer and a willing seller and
        taking
        into account all relevant factors determinative of value, and shall be final
        and
        binding on all parties.  In determining the fair market value of any
        shares of Common Stock, no consideration shall be given to any restrictions
        on
        transfer of the Common Stock imposed by agreement or by federal or state
        securities laws, or to the existence or absence of, or any limitations on,
        voting rights.

      


      "Purchase
        Agreement" means the Series B Convertible Preferred Stock Purchase Agreement
        dated as of December 19, 2007, among the Issuer and the Purchasers.

      


      "Purchasers"
        means the purchasers of the Series B Convertible Preferred Stock and the
        Warrants issued by the Issuer pursuant to the Purchase Agreement.

      


      "Securities"
        means any debt or equity securities of the Issuer, whether now or hereafter
        authorized, any instrument convertible into or exchangeable for Securities
        or a
        Security, and any option, warrant or other right to purchase or acquire any
        Security.  "Security" means one of the Securities.

      


      "Securities
        Act" means the Securities Act of 1933, as amended, or any similar federal
        statute then in effect.

      


      "Subsidiary"
        means any corporation at least 50% of whose outstanding Voting Stock shall
        at
        the time be owned directly or indirectly by the Issuer or by one or more
        of its
        Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

      


      "Term"
        has the meaning specified in Section 1 hereof.

      


      "Trading
        Day" means (a) a day on which the Common Stock is traded on the OTC Bulletin
        Board or any other exchange or trading venue on which the Common Stock may
        be
        principally traded in the future, or (b) if the Common Stock is not traded
        on
        the OTC Bulletin Board, a day on which the Common Stock is quoted in the
        over-the-counter market as reported by Pink Sheets LLC (or any similar
        organization or agency succeeding its functions of reporting prices);
provided, however, that in the event that the Common Stock is not
        listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall
        mean
        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 are authorized
        or
        required by law or other government action to close.

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       

      


      "VWAP"
        means, for any date, the price determined by the first of the following clauses
        that applies: (a) the daily volume weighted average price of the Common Stock
        for such date (or the nearest preceding date) on the OTC Bulletin Board as
        reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
        City
        time) to 4:02 p.m. (New York City time); (b) if the Common Stock is not then
        quoted for trading on the OTC Bulletin Board and if prices for the Common
        Stock
        are then reported by Pink Sheets, LLC (or a similar organization or agency
        succeeding to its functions of reporting prices), the most recent bid price
        per
        share of the Common Stock so reported; or (c) in all other cases, the fair
        market value of a share of Common Stock as determined by an independent
        appraiser selected in good faith by the Majority Holders and reasonably
        acceptable to the Issuer

      


      "Voting
        Stock" means, as applied to the Capital Stock of any corporation, Capital
        Stock of any class or classes (however designated) having ordinary voting
        power
        for the election of a majority of the members of the Board of Directors (or
        other governing body) of such corporation, other than Capital Stock having
        such
        power only by reason of the happening of a contingency.

      


      "Warrants"
        means the Warrants issued and sold pursuant to the Purchase Agreement,
        including, without limitation, this Warrant, and any other warrants of like
        tenor issued in substitution or exchange for any thereof pursuant to the
        provisions of Section 2(c), 2(d) or 2(e) hereof or of any of such other
        Warrants.

      


      "Warrant
        Price" initially means $1.75, as such price may be adjusted from time to
        time as shall result from the adjustments specified in this Warrant, including
        Section 4 hereto.

      


      "Warrant
        Share Number" means at any time the aggregate number of shares of Warrant
        Stock which may at such time be purchased upon exercise of this Warrant,
        after
        giving effect to all prior adjustments and increases to such number made
        or
        required to be made under the terms hereof.

      


      "Warrant
        Stock" means Common Stock issuable upon exercise of any Warrant or Warrants
        or otherwise issuable pursuant to any Warrant or Warrants.

      


      10.           Other
        Notices.  In case at any time:

      


      
        	
                 

              	
                (A)

              	
                the
                  Issuer shall make any distributions to the holders of Common Stock;
                  or

              


      

       

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 

              	
                (B)

              	
                the
                  Issuer shall authorize the granting to all holders of its Common
                  Stock of
                  rights to subscribe for or purchase any shares of Capital Stock
                  of any
                  class or other rights; or

              


      

      


      
        	
                 

              	
                (C)

              	
                there
                  shall be any reclassification of the Capital Stock of the Issuer;
                  or

              


      

      


      
        	
                 

              	
                (D)

              	
                there
                  shall be any capital reorganization by the Issuer;
                  or

              


      

      


      
        	
                 

              	
                (E)

              	
                there
                  shall be any (i) consolidation or merger involving the Issuer or
                  (ii)
                  sale, transfer or other disposition of all or substantially all
                  of the
                  Issuer's property, assets or business (except a merger or other
                  reorganization in which the Issuer shall be the surviving corporation
                  and
                  its shares of Capital Stock shall continue to be outstanding and
                  unchanged
                  and except a consolidation, merger, sale, transfer or other disposition
                  involving a wholly-owned Subsidiary);
                  or

              


      

      


      
        	
                 

              	
                (F)

              	
                there
                  shall be a voluntary or involuntary dissolution, liquidation or
                  winding-up
                  of the Issuer or any partial liquidation of the Issuer or distribution
                  to
                  holders of Common Stock;

              


      

      


      then,
        in
        each of such cases, the Issuer shall give written notice to the Holder of
        the
        date on which (i) the books of the Issuer shall close or a record shall be
        taken
        for such dividend, distribution or subscription rights or (ii) such
        reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding-up, as the case may be, shall take
        place.  Such notice also shall specify the date as of which the
        holders of Common Stock of record shall participate in such dividend,
        distribution or subscription rights, or shall be entitled to exchange their
        certificates for Common Stock for securities or other property deliverable
        upon
        such reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding-up, as the case may be.  Such
        notice shall be given at least twenty (20) days prior to the action in question
        and not less than ten (10) days prior to the record date or the date on which
        the Issuer's transfer books are closed in respect thereto.  This
        Warrant entitles the Holder to receive copies of all financial and other
        information distributed or required to be distributed to the holders of the
        Common Stock.

      


      11.           Amendment
        and Waiver.  Any term, covenant, agreement or condition in this
        Warrant may be amended, or compliance therewith may be waived (either generally
        or in a particular instance and either retroactively or prospectively), by
        a
        written instrument or written instruments executed by the Issuer and the
        Majority Holders; provided, however, that no such amendment or
        waiver shall reduce the Warrant Share Number, increase the Warrant Price,
        shorten the period during which this Warrant may be exercised or modify any
        provision of this Section 11 without the consent of the Holder of this
        Warrant.  No consideration shall be offered or paid to any person to
        amend or consent to a waiver or modification of any provision of this Warrant
        unless the same consideration is also offered to all holders of the
        Warrants.

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

       

      


      12.           Governing
        Law; Jurisdiction.  This Warrant 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
        Warrant shall not be interpreted or construed with any presumption against
        the
        party causing this Warrant to be drafted.  The Issuer and the Holder
        agree that venue for any dispute arising under this Warrant 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 Issuer
        and the Holder irrevocably consent to personal jurisdiction in the state
        and
        federal courts of the state of New York.  The Issuer and the Holder
        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 Warrant and agrees that such service shall constitute good and
        sufficient service of process and notice thereof.  Nothing in this
        Section 12 shall affect or limit any right to serve process in any other
        manner
        permitted by law.  The Issuer and the Holder hereby agree that the
        prevailing party in any suit, action or proceeding arising out of or relating
        to
        this Warrant 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.

      


      13.           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 by 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 Issuer:

                	 	
                  Astrata
                    Group Incorporated

                
	
                   

                	 	
                  950
                    South Coast Drive, Suite 265

                
	
                   

                	 	
                  Costa
                    Mesa, CA 92626-1776

                
	
                   

                	 	
                  Attention:
                    Chief Executive Officer

                
	
                   

                	 	
                  Tel.
                    No.: (714) 641-1512

                
	
                   

                	 	
                  Fax
                    No.:  (714) 360-0535

                
	 	 	 
	
                  with
                    copies (which copies

                	 	 
	
                  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 Holder:

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

                


        

         

         

        
          
            
            

          

          
            -19-

            
              

            

          

          
            
            

          

        

        
 

        
          	 	 	 
	
                  with
                    copies (which copies

                	 	 
	
                  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 written
        notice of such changed address to the other party hereto.

       

      14.           Warrant
        Agent.  The Issuer may, by written notice to each Holder of this
        Warrant, appoint an agent having an office in New York, New York for the
        purpose
        of issuing shares of Warrant Stock on the exercise of this Warrant pursuant
        to
        subsection (b) of Section 2 hereof, exchanging this Warrant pursuant to
        subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
        subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter
        any
        such issuance, exchange or replacement, as the case may be, shall be made
        at
        such office by such agent.

      


      15.           Remedies.  The
        Issuer stipulates that the remedies at law of the Holder of this Warrant
        in the
        event of any default or threatened default by the Issuer in the performance
        of
        or compliance with any of the terms of this Warrant are not and will not
        be
        adequate and that, to the fullest extent permitted by law, such terms may
        be
        specifically enforced by a decree for the specific performance of any agreement
        contained herein or by an injunction against a violation of any of the terms
        hereof or otherwise.

      


      16.           Successors
        and Assigns.  This Warrant and the rights evidenced hereby shall
        inure to the benefit of and be binding upon the successors and assigns of
        the
        Issuer, the Holder hereof and (to the extent provided herein) the Holders
        of
        Warrant Stock issued pursuant hereto, and shall be enforceable by any such
        Holder or Holder of Warrant Stock.

      


      17.           Modification
        and Severability.  If, in any action before any court or agency
        legally empowered to enforce any provision contained herein, any provision
        hereof is found to be unenforceable, then such provision shall be deemed
        modified to the extent necessary to make it enforceable by such court or
        agency.  If any such provision is not enforceable as set forth in the
        preceding sentence, the unenforceability of such provision shall not affect
        the
        other provisions of this Warrant, but this Warrant shall be construed as
        if such
        unenforceable provision had never been contained herein.

      


      18.           Headings.  The
        headings of the Sections of this Warrant are for convenience of reference
        only
        and shall not, for any purpose, be deemed a part of this Warrant.

      


      19.           Registration
        Rights.  The Holder of this Warrant is entitled to the benefit of
        certain registration rights with respect to the shares of Warrant Stock issuable
        upon the exercise of this Warrant pursuant to that certain Series J Warrant
        issued to the Holder on the date hereof.

      


      [SIGNATURE
        PAGE FOLLOWS]

      


      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

       

      
        


        IN
          WITNESS WHEREOF, the Issuer has executed this Series D Warrant as of the
          day and year first above written.

        


         

        
          	 	ASTRATA
                  GROUP
                  INCORPORATED	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	Name:
                  Martin George
                  Euler 	 
	 	 	Title:
                  Chief Executive
                  Officer	 
	 	 	 	 


        

        
 

         

         

        
          
            
            

          

          
            -21-

            
              

            

          

          
            
            

          

        

         

        EXERCISE
          FORM

        SERIES D
          WARRANT

        


        ASTRATA
          GROUP INCORPORATED

        


        The
          undersigned _______________, pursuant to the provisions of the within Warrant,
          hereby elects to purchase _____ shares of Common Stock of Astrata Group
          Incorporated covered by the within Warrant.

         

        
          
            	
                    Dated:
                      _________________

                  	 	
                    Signature
                      ___________________________

                  
	 	 	 
	 	 	
                    Address_____________________

                  
	 	 	
                    _____________________

                  


          

        

        


        Number
          of
          shares of Common Stock beneficially owned or deemed beneficially owned
          by the
          Holder on the date of Exercise: _________________________

        


        The
          undersigned is an “accredited investor” as defined in Regulation D under the
          Securities Act of 1933, as amended.

         

        The
          undersigned intends that payment of the Warrant Price shall be made as
          (check
          one):

         

        Cash
          Exercise_______

         

        Cashless
          Exercise_______

         

        If
          the
          Holder has elected a Cash Exercise, the Holder shall pay the sum of $________
          by
          certified or official bank check (or via wire transfer) to the Issuer in
          accordance with the terms of the Warrant.

         

        If
          the
          Holder has elected a Cashless Exercise, a certificate shall be issued to
          the
          Holder for the number of shares equal to the whole number portion of the
          product
          of the calculation set forth below, which is ___________.   The
          Company shall pay a cash adjustment in respect of the fractional portion
          of the
          product of the calculation set forth below in an amount equal to the product
          of
          the fractional portion of such product and the Per Share Market Value on
          the
          date of exercise, which product is ____________.

         

        X
          = Y -
(A)(Y)

          B

        


        Where:

        


        The
          number of Ordinary Shares to be issued to the Holder
          __________________(“X”).

        


        The
          number of Ordinary Shares purchasable upon exercise of all of the Warrant
          or, if
          only a portion of the Warrant is being exercised, the portion of the Warrant
          being exercised ___________________________ (“Y”).

         

         

        
          
            
            

          

          
            -22-

            
              

            

          

          
            
            

          

        

        


        The
          Warrant Price ______________ (“A”).

        


        The
          Per
          Share Market Value of one Ordinary Share _______________________
          (“B”).

        


        


        ASSIGNMENT

        


        FOR
          VALUE
          RECEIVED, _________________ hereby sells, assigns and transfers unto
          __________________ the within Warrant and all rights evidenced thereby
          and does
          irrevocably constitute and appoint _____________, attorney, to transfer
          the said
          Warrant on the books of the within named corporation.

         

        
           

          
            
              	
                      Dated:
                        _________________

                    	 	
                      Signature
                        ___________________________

                    
	 	 	 
	 	 	
                      Address_____________________

                    
	 	 	
                      _____________________

                    


            

          

          
 

        

         

        PARTIAL
          ASSIGNMENT

        


        FOR
          VALUE
          RECEIVED, _________________ hereby sells, assigns and transfers unto
          __________________ the right to purchase _________ shares of Warrant Stock
          evidenced by the within Warrant together with all rights therein, and does
          irrevocably constitute and appoint ___________________, attorney, to transfer
          that part of the said Warrant on the books of the within named
          corporation.

         

        
           

          
            
              	
                      Dated:
                        _________________

                    	 	
                      Signature
                        ___________________________

                    
	 	 	 
	 	 	
                      Address_____________________

                    
	 	 	
                      _____________________

                    


            

          

          


        

        


        FOR
          USE
          BY THE ISSUER ONLY:

        


        This
          Warrant No. W-___ canceled (or transferred or exchanged) this _____ day
          of
          ___________, _____, shares of Common Stock issued therefor in the name
          of
          _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
          in
          the name of _______________.

         

         

         

        -23-