astrata_8k-ex0406.htm


    EXHIBIT
      4.6

     

    
      THIS
        WARRANT AND THE SHARES OF SERIES B-2 CONVERTIBLE PREFERRED 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
        J
        WARRANT TO PURCHASE

      


      SHARES
        OF
        SERIES B-2 CONVERTIBLE PREFERRED STOCK

      


      OF

      


      ASTRATA
        GROUP INCORPORATED

      


      Expires
        December 19, 2008

      


      
        	
                No.:
                  W-J-07-__

              	
                Number
                  of Series B-2 Preferred 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 Series B-2 Convertible Preferred Stock of the Issuer (the
        “Series B-2 Preferred Stock”), 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.  The designation,
        rights, preferences and other terms and provisions of the Series B-2 Convertible
        Preferred Stock are set forth in the Certificate of Designation of the Relative
        Rights and Preferences of the Series B-2 Convertible Preferred Stock attached
        hereto as Exhibit A (the “Certificate of
        Designation”).  Capitalized terms used in this Warrant and not
        otherwise defined herein shall have the respective meanings specified in
        Section
        4 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, 2008 (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.

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      
 

      (b)           Method
        of Exercise.  The Holder hereof may exercise this Warrant, in
        whole or in part, by delivering 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 by certified
        or
        official bank check or by wire transfer to an account designated by the
        Issuer.  The Issuer shall file the Certificate of Designation with the
        Secretary of State of the State of Nevada promptly upon the initial exercise
        of
        this Warrant by the Holder.

      


      (c)           Issuance
        of Series B-2 Preferred 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 five (5) 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.  The Holder shall deliver this original Warrant, or an
        indemnification 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.

      


      (d)           Transferability
        of Warrant.  Subject to Section 2(f) 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.

      


      (e)           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.

      


      (f)           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.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      
 

      (ii)           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 SERIES B-2 CONVERTIBLE PREFERRED 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.

      


      (g)           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 Series B-2 Preferred
        Stock equal to at least one hundred (100%) percent of the number of shares
        of
        Series B-2 Preferred Stock issuable upon exercise of this Warrant.

      


      (b)           Reservation.  If
        any shares of Series B-2 Preferred 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.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      
 

      (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.  Without limiting the generality of the foregoing, the Issuer
        will (i) 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, (ii) 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 Series B-2 Preferred Stock, free and clear of any
        liens,
        claims, encumbrances and restrictions (other than as provided herein) upon
        the
        exercise of this Warrant, and (iii) 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 Series B-2 Preferred
        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.

      


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

      


      "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.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      
 

      "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.

      


      "Purchase
        Agreement" means the Series B Convertible Preferred Stock Purchase Agreement
        dated as of December 19, 2007 among the Issuer, the Holder and the other
        parties
        named therein.

      


      "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.

      


      "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.

      


      "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 (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 the National Quotation Bureau Incorporated (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.

      


      "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.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      
 

      "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 hereof.

      


      "Warrant
        Price" means $2.00.

      


      "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 the shares of Series B-2 Preferred Stock issuable upon exercise
        of any Warrant or Warrants or otherwise issuable pursuant to any Warrant
        or
        Warrants.

      


      5.           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 6 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.

      


      6.           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 6 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.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      
 

      7.           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, California 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 in the Purchase
                  Agreement.

              
	 	 	 
	
                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.

       

      8.           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.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      
 

      9.           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.

      


      10.           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.

      


      11.           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.

      


      12.           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.

      


      13.         
         Demand
        Registration Rights.

      


      (a)           The
        Majority Holders may make a written request to the Issuer (a “Demand
        Notice”) for registration under the Securities Act (a “Demand
        Registration”), pursuant to this Section 13 of all of its shares of Common
        Stock issuable upon conversion of the Warrant Stock issuable upon exercise
        of
        this Warrant and the shares of Common Stock issuable upon exercise of the
        Series
        C Warrants and the Series D Warrants issued pursuant to the Purchase Agreement
        (the “Registrable Securities”); provided, however, that the
        Issuer shall not be obligated to effect more than one Demand Registration
        pursuant to this Section 13 (which registration shall be made on Form SB-2,
        or a
        successor form thereto, if available for use by the Issuer).  The
        Issuer shall use its reasonable best efforts to file a registration statement
        under the Securities Act providing for the resale of all of the Registrable
        Securities within thirty (30) days following delivery of the Demand Notice
        (the
“Filing Date”) and have it declared effective within one hundred twenty
        (120) days following  delivery of the Demand Notice (the
“Effectiveness Date”).  The Issuer agrees to use its reasonable
        best efforts to keep any such registration statement continuously effective
        for
        resale of the Registrable Securities for so long as the Majority Holders
        shall
        request, but in no event shall the Issuer be required to maintain the
        effectiveness of such registration statement later than the date that the
        Registrable Securities may be offered for resale to the public pursuant to
        Rule
        144(k) (the “Effectiveness Period”).

       

      (b)           The
        Majority Holders may, at any time prior to the effective date of the
        registration statement relating to such registration, revoke such request
        by
        providing a written notice to the Issuer revoking such request.  If
        the Majority Holders shall revoke any demand for registration or such Demand
        Registration otherwise fails to become effective as a result of any action
        or
        inaction by such Majority Holders, the Majority Holders shall either pay
        all
        out-of-pocket registration expenses with respect to such revoked demand or
        count
        such revoked demand as one completed demand for registration pursuant to
        this
        Section 13.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      (c)           A
        Demand Registration requested pursuant to this Section 13 will not be deemed
        to
        have been effected unless the registration statement relating thereto has
        become
        effective under the Securities Act and remained effective for a period of
        ninety
        (90) days following the effective date of such registration
        statement.

       

      (d)           The
        Issuer and the Holder agree that the Holder will suffer damages if the
        registration statement is not filed on or prior to the Filing Date and not
        declared effective by the SEC on or prior to the Effectiveness
        Date.  The Issuer and the Holder further agree that it would not be
        feasible to ascertain the extent of such damages with
        precision.  Accordingly, if (A) the registration statement is not
        filed on or prior to the Filing Date, or (B) the registration statement is
        not
        declared effective by the SEC on or prior to the Effectiveness Date, or (C)
        the
        Issuer fails to file with the SEC a request for acceleration in accordance
        with
        Rule 461 promulgated under the Securities Act within three (3) business days
        of
        the date that the Issuer is notified (orally or in writing, whichever is
        earlier) by the SEC that a registration statement will not be "reviewed,"
        or not
        subject to further review, or (D) the registration statement is filed with
        and
        declared effective by the SEC but thereafter ceases to be effective at any
        time
        prior to the expiration of the Effectiveness Period, or (E) trading in the
        Common Stock shall be suspended or if the Common Stock is no longer quoted
        on or
        delisted from the principal exchange on which the Common Stock is then traded
        for any reason for more than three (3) business days in the aggregate (any
        such
        failure or breach being referred to as an "Event," and for purposes of
        clauses (A) and (B) the date on which such Event occurs, or for purposes
        of
        clause (C) the date on which such three (3) business day period is exceeded,
        or
        for purposes of clause (D) after more than fifteen (15) business days, or
        for
        purposes of clause (E) the date on which such three (3) business day period
        is
        exceeded, being referred to as "Event Date"), the Issuer shall pay an
        amount as liquidated damages to the Holder, payable in cash, equal to two
        percent (2.0%) of the aggregate Warrant Price paid pursuant to the exercise
        of
        this Warrant for each calendar month or portion thereof thereafter from the
        Event Date until the applicable Event is cured; provided, however,
        that in no event shall the amount of liquidated damages payable at any time
        and
        from time to time to any Holder pursuant to this Section 13(d) exceed an
        aggregate of ten percent (10%) of the aggregate Warrant Price paid pursuant
        to
        the exercise of this Warrant.  The Issuer shall not be liable for
        liquidated damages under this Section 13(d) as to any Registrable Securities
        which are not permitted by the United States Securities and Exchange Commission
        (the "Commission") to be included in a registration statement because of
        the application of Rule 415 promulgated under the Securities Act until such
        time as the provisions as to the registration statements required by this
        Section 13 are triggered, in which case the provisions of this Section 13(d)
        shall once again apply, if applicable.  In such case, the liquidated
        damages shall be calculated to apply only to the percentage of Registrable
        Securities which are permitted by the Commission to be included in the
        registration statement.  Liquidated damages payable by the Issuer
        pursuant to this Section 13(d) shall be payable on the first (1st) business
        day of
        each thirty (30) day period following the Event Date.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      (e)           The
        rights contained in this Section 13 shall survive the expiration or termination
        of this Warrant.

      


      14.  Piggyback
        Registration Rights.  If the Issuer shall determine to proceed
        with the preparation and filing of a registration statement under the Securities
        Act in connection with the proposed offer and sale of any of its securities
        by
        it or any of its security holders (other than a registration statement on
        Form S-4, S-8 or other limited purpose form), then the Issuer will give
        written notice of its determination to the Holder.  Upon the written
        request from the Holder, the Issuer will cause all shares of Common Stock
        issuable upon the exercise of this Warrant to be included in such registration
        statement, all to the extent requisite to permit the resale by the Holder
        of
        such shares of Common Stock issuable upon the exercise of this
        Warrant.

       

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

      
         

        
          


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

          


           

          
            	 	ASTRATA
                    GROUP
                    INCORPORATED	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


          

          
 

           

           

          
            
              
              

            

            
              -11-

              
                

              

            

            
              
              

            

          

           

          EXERCISE
            FORM

          SERIES J
            WARRANT

          


          ASTRATA
            GROUP INCORPORATED

          


          The
            undersigned _______________, pursuant to the provisions of the within
            Warrant,
            hereby elects to purchase _____ shares of Series B-2 Preferred Stock
            of Astrata
            Group Incorporated covered by the within Warrant.

           

          
            
              	
                      Dated:
                        _________________

                    	 	
                      Signature
                        ___________________________

                    
	 	 	 
	 	 	
                      Address_____________________

                    
	 	 	
                      _____________________

                    


            

          

          


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

           

           

          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 Warrant Stock issued therefor in the name
            of
            _______________, Warrant No. W-_____ issued for ____ shares of Warrant
            Stock in
            the name of _______________.

           

           

           

           

           

           

          
            
               

            

            
              -12-

              
                

              

            

            
               

            

          

          
            EXHIBIT
              A

            


            Certificate
              of Designation of the Series B-2 Convertible Preferred Stock

             

             

             

             

             

             

            -13-