Unassociated Document


    EXHIBIT
      4.3

     

    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
      B
      WARRANT TO PURCHASE

    


    SHARES
      OF
      COMMON STOCK

    


    OF

    


    ASTRATA
      GROUP INCORPORATED

    


    Expires
      December 19, 2012

    


    
      	No.:
              W-B-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, 2012 (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.

    


    (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.

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    (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 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.

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    (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.

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    (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.

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (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.

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (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. 

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    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.

    


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    (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,

    


    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.

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    (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).

    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (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.

    


    (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:

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    (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 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.

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (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.

    


    (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.

    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    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 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.

    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    "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.

    


    "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.

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    "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.

    


    "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 $1.50, as such price may be adjusted from time to time as shall
      result from the adjustments specified in this Warrant, including Section 4
      hereto.

    


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    "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
                

            


    

    


    
      	
               

            	
              (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.

    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    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.

    


    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

    


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    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:
                

            


    

    


    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.

    


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    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 Registration Rights Agreement, of even
      date herewith, by and among the Company and Persons listed on Schedule I thereto
      (the “ Registration
      Rights Agreement”) and the registration rights with respect to the shares
      of Warrant Stock issuable upon the exercise of this Warrant by any subsequent
      Holder may only be assigned in accordance with the terms and provisions of
      the
      Registrations Rights Agreement. 

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

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

     

     

    
      
        	 	
                ASTRATA
                  GROUP INCORPORATED

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ 	 
	 	 	
                Name:
                  Martin George Euler

                Title:   Chief
                  Executive Officer

              	 


      



    


     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    EXERCISE
      FORM

    SERIES
      B
      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”).

    


    
      
         

      

      
        -23-

        
          

        

      

      
         

      

    

    
      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 _______________.

    


    


    -24-