Exhibit 4.5


 


EXECUTION VERSION


 


WARRANT


 


NEITHER THIS
WARRANT NOR ANY SECURITY INTO WHICH IT IS CONVERTIBLE HAS BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR UNDER ANY APPLICABLE
STATE SECURITIES LAWS.  THIS WARRANT HAS
BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY SECURITY INTO
WHICH IT IS CONVERTIBLE MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION OF THEM UNDER THE ACT OR AN OPINION OF COUNSEL OR OTHER
EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
REGISTRATION UNDER THE ACT.  NEITHER THIS
WARRANT NOR ANY SECURITY INTO WHICH IT IS CONVERTIBLE MAY BE TRANSFERRED
EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT AND THE SECURITIES
PURCHASE AGREEMENT, DATED AS OF EVEN DATE HEREWITH, AND NO TRANSFER OF THIS
WARRANT OR ANY SECURITY INTO WHICH IT IS CONVERTIBLE SHALL BE VALID OR
EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.  THE TRANSFERABILITY OF THIS WARRANT AND ANY
SECURITY INTO WHICH IT IS CONVERTIBLE IS SUBJECT TO THE TRANSFER RESTRICTIONS
SET FORTH HEREIN AND IN THE PURCHASE AGREEMENT.


 


WARRANT


TO
PURCHASE COMMON STOCK OF


IT &
E INTERNATIONAL GROUP


 


THIS WARRANT IS
MADE AND DELIVERED PURSUANT TO A CERTAIN SECURITIES PURCHASE AGREEMENT, DATED
AS OF EVEN DATE HEREWITH, AND SUBJECT TO THE TERMS AND CONDITIONS THEREOF.


 


	
  Certificate No.        

  	
   

  	
  Date of Issuance: November 9, 2005

  
	
   

  	
   

  	
  Expiration Date: November 9, 2009

  



 


This Warrant is issued to [                                         ]
(the “Holder”) by IT & E INTERNATIONAL GROUP, a Nevada corporation
(the “Company”) , pursuant to the terms of that certain Securities Purchase
Agreement (the “Purchase Agreement”) of even date herewith, in connection with
the Company’s issuance to the Holder of this Warrant, a Senior Secured Note or
the Preferred Shares, as the case may be, for an aggregate purchase price of [                               
($                        )],
in reliance upon an exemption from registration pursuant to Section 4(2) of
the Securities Act;


 


THIS CERTIFIES THAT, for value received, the receipt
and sufficiency of which is hereby acknowledged:


 


Subject to the conditions set forth herein and in the
Purchase Agreement, the Holder, with an address at [                                         ],
is entitled, upon surrender of this Warrant at the principal office of the
Company, to subscribe for and purchase from the Company, for a


 





















 


period of four (4) years
after the date hereof and ending at 5:00 p.m. Eastern Standard Time on November 9,
2009 (the “Exercise Period”), up to [                  ]
shares of Common Stock at the Per Share Exercise Price (the “Warrant Shares”).  All capitalized terms used but not defined
herein shall have the meaning set forth in the Purchase Agreement.


 


This Warrant is subject to the following provisions,
terms and conditions:


 


1.                                       Definitions.


 


1.1 “Business Day” means
any day that is not a Saturday, a Sunday or other day on which banks are
required or authorized by Law to be closed in The City of New York.


 


1.2 “Common Stock” shall mean the shares of
common stock, par value $0.001, of the Company.


 


1.3 “Commission” shall mean the U.S. Securities
and Exchange Commission or any other governmental authority at the time
administering the Securities Act.


 


1.4 “Company” shall have the meaning specified
in the introduction to this Warrant, and shall include any corporation or
business entity resulting from the merger, consolidation or conversion of the
Company.


 


1.5 “Current Price per Share” shall mean the
average of the closing sales prices, if available, or the average of the bid
and asked prices for the Warrant Shares, Common Stock or Marketable Securities,
as the case may be (or their successors) on the principal market therefor for
the five (5) full Trading Days preceding the day which is two (2) Business
Days prior to the day of exercise, or if no such price is available, then a
price that is mutually agreed upon by the Holder and the Company.  If the Holder and the Company cannot agree
upon a mutually acceptable price, then such price shall be determined by a
written appraisal of a recognized firm of investment bankers who shall be
selected by the Company and shall be reasonably acceptable to the holders of a
majority of the Warrants.  The determination
of such independent appraiser shall be conclusive and binding on the Holder and
the Company.


 


1.6 “Exempt Issuance” means the issuance of (a) shares
of Common Stock options or shares of Common Stock issued upon the exercise of
any such options to employees, officers or directors of the Company pursuant to
any stock or option plan duly adopted by a majority of the non-employee members
of the Board of Directors of the Company or a majority of the members of a
committee of non-employee directors established for such purpose, (b) securities
upon the exercise of or conversion of any convertible securities, options or
warrants issued and outstanding as of the date hereof, provided that such
securities have not been amended since the date hereof, (c) the securities
issued or issuable hereunder, or pursuant to the Securities Purchase Agreement
between the Company and the Holder, dated as of the date hereof, (d) issuances
in connection with mergers, acquisitions, joint ventures or other transactions
with an unrelated third party in a bona fide transaction the purpose of which
is not fundraising, or (e) issuances at fair market value to the Company’s
suppliers, consultants and other providers of services and goods not to exceed
$100,000 to any one Person, and not to


 





















 


exceed an
aggregate of $250,000 in any fiscal year without the prior written consent of
the Holder.


 


1.7 “Fair Market Price per Share” shall mean
the fair value, as determined by a majority of the full Board of Directors of
the Company in good faith, which determination shall be described in a duly
adopted board resolution certified by the Company’s Secretary or Assistant
Secretary, of any potential dilutive issuance described in Section 5(c).


 


1.8 “Marketable Securities” shall mean
securities of a corporation subject to the informational and reporting
requirements of the Securities Exchange Act of 1934, as amended, that are
listed and actively traded on a nationally-recognized stock exchange or
inter-dealer quotation system in the United States.


 


1.9 “Per Share Exercise Price” shall be $0.10,
as may be adjusted in accordance with Section 5 hereof.


 


1.10 “Registration Statement” shall be (i) any
registration statement that the Company shall file with the Commission in
accordance with Section 2(a) of the Registration Rights Agreement,
covering all or part of the Shares and Warrant Shares, or (ii) the
registration statement that the Company may file (or has filed) with the
Commission in accordance with Section 2(b) of the Registration Rights
Agreement, covering all or a part of the Shares and the Warrant Shares so long
as such registration statement is declared effective prior to the time the
registration statement contemplated by Section 2(a) of the
Registration Rights Agreement is declared effective; provided, however, that if
any registration statement filed under Section 2(b) of the
Registration Rights Agreement covers only a portion of the Shares and the
Warrant Shares, then “Registration Statement” shall mean both registration
statements described in subparagraphs (i) and (ii) above.


 


1.11 “Securities Act” shall mean the Securities
Act of 1933, as amended, or any similar or successor federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.  Reference to a particular section of
the Securities Act shall include a reference to the comparable section, if any,
of any such similar or successor federal statute.


 


1.12 “Warrant” shall mean and include this
Warrant and any Warrant or Warrants hereafter issued as a consequence of the
exercise or transfer of this Warrant in whole or in part.


 


1.13 “Trading Days” shall mean any days during
the course of which the Company’s Common Stock is listed and traded with the
OTC Electronic Bulletin Board or such similar organization if the OTC
Electronic Bulletin Board is no longer reporting such information.


 


2.                                       Payment
upon Exercise; Issuance of Certificates; No Fractional Shares.


 


(a)                                  This
Warrant may be exercised during the Exercise Period, in whole or in part, by
the surrender of this Warrant with the election at the end hereof (the “Election”)
duly executed to the Company, during normal business hours on any Business Day,
at the address and


 





















 


in the manner set forth in Section 11 hereof, or
at such other place as is designated in writing by the Company.  Such executed Election must be accompanied by
payment in an amount equal to the applicable Per Share Exercise Price
multiplied by the number of Warrant Shares for which this Warrant is being
exercised. Such payment may be made by check payable to the order of the
Company.  The Company agrees that the
Warrant Shares so purchased shall be and are deemed to be issued to the Holder
or its designee (subject to the transfer restrictions applicable to this Warrant)
as the record owner of such Warrant Shares as of the close of business on the
date on which this Warrant shall have been surrendered and payment shall have
been made as aforesaid.


 


(b)                                 Certificates
for the Warrant Shares so purchased, representing the aggregate number of
securities specified in the Election, shall be delivered to the Holder or its
designee within a reasonable time, not exceeding ten (10) Business Days
after this Warrant shall have been duly exercised.  The stock certificate or certificates so
delivered shall be in such denominations as may be requested by the Holder and
shall be registered in the name of the Holder or such other name as shall be
designated by the Holder (subject to the transfer restrictions applicable to
this Warrant).  The Company shall pay all
expenses and charges payable in connection with the preparation, execution and
delivery of stock certificates pursuant to this Section 2, except that, in
case such stock certificates shall be registered in a name or names other than
the Holder or the Holder’s designee, funds sufficient to pay all stock transfer
taxes which shall be payable in connection with the execution and delivery of
such stock certificates shall be paid by the Holder to the Company at the time
of delivery of such stock certificates by the Company.


 


(c)                                  This
Warrant shall be exercisable only for a whole number of Warrant Shares.  No fractions of such securities, or scrip for
any such fraction of securities, shall be issued upon the exercise of this
Warrant.  The Company shall pay a cash
adjustment in respect of such fractional interest in an amount equal to the
Current Price per Share of one share of Warrant Shares at the time of such
exercise multiplied by such fraction computed to the nearest whole cent.


 


3.                                       Cashless
Exercise.  At any time during the
Exercise Period, the Company agrees that:


 


(a)                                  The
Holder may exercise this Warrant by surrendering it to the Company and
receiving, in exchange therefor, the number of shares of Common Stock then
purchasable upon exercise of that portion of the Warrant to be exercised less
the number of shares of Common Stock equal to the quotient of the aggregate Per
Share Exercise Price of all such shares underlying that portion of the Warrant
to be exercised divided by the Current Price per Share.


 


(b)                                 Concurrent
with the occurrence of any event described in Section 5(a) for cash,
the Holder may exercise this Warrant by surrendering it to the Company in
exchange for the amount of cash per share the Holder would be entitled to receive
after the happening of such event if this Warrant had been exercised
immediately prior to the close of business on such record date or effective
date, as applicable, less the applicable Per Share Exercise Price.


 


(c)                                  Concurrent
with the occurrence of any event described in Section 5(a) for
Marketable Securities, the Holder may exercise this Warrant by surrendering it
to the Company


 





















 


in exchange for the applicable amount of such
Marketable Securities the Holder would be entitled to receive after the happening
of such event if this Warrant had been exercised immediately prior to the close
of business on such record date or effective date, as applicable, less the
number of such Marketable Securities equal to the quotient of the aggregate Per
Share Exercise Price of all shares underlying this Warrant divided by the
Current Price per Share of such Marketable Securities.


 


4.                                       Redemption


 


(a)                                  The
Company shall have the right, upon the affirmative vote of a majority of the
independent non-employee members of the Board of Directors, as “independent” is
defined in Rule 10A-3 of the Exchange Act of 1934, approving the Warrant
Redemption subject to the prior satisfaction of the conditions precedent set
forth in Section (b), upon delivery of written notice to the Holder or its
assigns (“Redemption Notice”), to redeem any then unexercised portion, in whole
or in part, of this Warrant (a “Warrant Redemption).  The Warrant Redemption may be exercised by
the Company by delivering the payment of the Warrant Redemption Price (as
defined below) for the number of Warrant Shares issuable upon exercise of the
Warrant being redeemed to the Holder of its assigns at the address of the
Holder or its assigns provided to the Company, together with the Redemption Form attached
hereto, duly completed and signed.  The
Warrant Shares issuable upon exercise of the Warrant being redeemed under this Section (a) shall
be and are deemed to be redeemed by the Company as of the close of business on
the latest date on which the Redemption Form is delivered to the Holder or
its assigns (which must be at least five business days after the Redemption
Notice is given) and payment made therefor. 
Upon receipt of the payment and the duly completed and signed Redemption
Form, the holder shall deliver this Warrant to the Company within three
business days thereafter for cancellation of that number of Warrants being
redeemed.  The Warrant Redemption Price
shall mean $.001 per Warrant Share issuable upon exercise of the Warrant being
redeemed.


 


(b)                                 The
Company’s right to redeem this Warrant as described above is subject to the
satisfaction of the following conditions:


 


(i)                                     The
closing price of the Common Stock is at least $0.30 for twenty (20) consecutive
trading days immediately preceding the date on which the Redemption Notice is
delivered to the Holder or its assigns.


 


(ii)                                  The
Company has achieved pre-tax income per share of Common Stock (calculated on a
fully-diluted basis after giving effect to the issuance of the Common Stock
underlying the Series D Preferred Stock and using the Treasury Method for
options and warrants) of at least $.015 per share for the prior trailing four
quarters (excluding any non-recurring extraordinary expenses).


 


(iii)                               The
number of Warrants that may be called by the Company during any thirty (30) day
period shall not be exercisable for a number of shares of Common Stock that
exceeds the average weekly trading volume during the prior four (4) weeks.


 





















 


5.                                       Adjustment
Provisions.  The Per Share Exercise
Price and number and kind of shares or other securities to be issued upon
conversion determined pursuant to this Warrant shall be subject to adjustment
from time to time upon the happening of certain events while this conversion
right remains outstanding, as follows:


 


(a)                                  Reclassification.  If the Company at any time shall, by
reclassification or otherwise, change the Common Stock into the same or a
different number of securities of any class or classes, this Warrant shall
thereafter be deemed to evidence the right to purchase an adjusted number of
such securities and kind of securities as would have been issuable as the
result of such change with respect to the Common Stock (i) immediately
prior to, or (ii) immediately after, such reclassification or other change
at the sole election of the Holder.


 


(b)                                 Stock
Splits, Combinations and Dividends. 
If the shares of Common Stock are subdivided or combined into a greater
or smaller number of shares of Common Stock, or if a dividend is paid on the
Common Stock or any preferred stock issued by the Company in shares of Common
Stock, the Per Share Exercise Price shall be proportionately reduced in case of
subdivision of shares or stock dividend or proportionately increased in the
case of combination of shares, in each such case by the ratio which the total
number of shares of Common Stock outstanding immediately after such event bears
to the total number of shares of Common Stock outstanding immediately prior to
such event.


 


(c)                                  Anti-Dilution
Provisions.  The Per Share Exercise
Price shall be subject to adjustment from time to time as provided in this Section 5.  In the event that any adjustment of the Per
Share Exercise Price as required herein results in a fraction of a cent, such
Per Share Exercise Price shall be rounded up or down to the nearest cent.


 


(i)                                     Adjustment
of the Per Share Exercise Price.  If
and whenever the Company issues or sells, or in accordance with Section 5(c) hereof
is deemed to have issued or sold, any shares of Common Stock for an effective
consideration per share of less than the then Per Share Exercise Price or for
no consideration (such lower price, the “Base Share Price” and such
issuances collectively, a “Dilutive Issuance”), then, the Per Share
Exercise Price shall be reduced to equal such Base Share Price.  Such adjustment shall be made whenever shares
of Common Stock or an instrument convertible into Common Stock (“Common
Stock Equivalents”) are issued.


 


(ii)                                  Effect
on Exercise Price of Certain Events. 
For purposes of determining the adjusted Exercise Price under Section 5(c) hereof,
the following will be applicable:


 


(A)                              Issuance
of Rights or Options.  If the Company
in any manner issues or grants any warrants, rights or options, whether or not
immediately exercisable, to subscribe for or to purchase Common Stock or (such
warrants, rights and options to purchase Common Stock or Common Stock
Equivalents are hereinafter referred to as “Options”) and the effective
price per share for which Common Stock is issuable upon the exercise of such
Options is less than the Per Share Exercise Price (“Below Base Price Options”),
then the maximum total number of shares of Common Stock issuable upon the
exercise of all such Below Base Price


 





















 


Options (assuming full exercise, conversion or
exchange of Common Stock Equivalents, if applicable) will, as of the date of
the issuance or grant of such Below Base Price Options, be deemed to be
outstanding and to have been issued and sold by the Company for such price per
share and the maximum consideration payable to the Company upon such exercise
(assuming full exercise, conversion or exchange of Common Stock Equivalents, if
applicable) will be deemed to have been received by the Company.  For purposes of the preceding sentence, the “effective
price per share for which Common Stock is issuable upon the exercise of such
Below Base Price Options” is determined by dividing (i) the total amount,
if any, received or receivable by the Company as consideration for the issuance
or granting of all such Below Base Price Options, plus the minimum aggregate
amount of additional consideration, if any, payable to the Company upon the
exercise of all such Below Base Price Options, plus, in the case of Common
Stock Equivalents issuable upon the exercise of such Below Base Price Options,
the minimum aggregate amount of additional consideration payable upon the
exercise, conversion or exchange thereof at the time such Common Stock
Equivalents first become exercisable, convertible or exchangeable, by (ii) the
maximum total number of shares of Common Stock issuable upon the exercise of
all such Below Base Price Options (assuming full conversion of Common Stock
Equivalents, if applicable).  No further
adjustment to the Exercise Price will be made upon the actual issuance of such
Common Stock upon the exercise of such Below Base Price Options or upon the
exercise, conversion or exchange of Common Stock Equivalents issuable upon
exercise of such Below Base Price Options.


 


(B)                                Issuance
of Common Stock Equivalents. If the Company in any manner issues or sells
any Common Stock Equivalents, whether or not immediately convertible (other
than where the same are issuable upon the exercise of Options) and the
effective price per share for which Common Stock is issuable upon such
exercise, conversion or exchange is less than the Exercise Price, then the
maximum total number of shares of Common Stock issuable upon the exercise,
conversion or exchange of all such Common Stock Equivalents will, as of the
date of the issuance of such Common Stock Equivalents, be deemed to be outstanding
and to have been issued and sold by the Company for such price per share and
the maximum consideration payable to the Company upon such exercise (assuming
full exercise, conversion or exchange of Common Stock Equivalents, if
applicable) will be deemed to have been received by the Company.  For the purposes of the preceding sentence,
the “effective price per share for which Common Stock is issuable upon such
exercise, conversion or exchange” is determined by dividing (i) the total
amount, if any, received or receivable by the Company as consideration for the
issuance or sale of all such Common Stock Equivalents, plus the minimum
aggregate amount of additional consideration, if any, payable to the


 





















 


Company upon the exercise, conversion or exchange
thereof at the time such Common Stock Equivalents first become exercisable,
convertible or exchangeable, by (ii) the maximum total number of shares of
Common Stock issuable upon the exercise, conversion or exchange of all such
Common Stock Equivalents.  No further
adjustment to the Exercise Price will be made upon the actual issuance of such
Common Stock upon exercise, conversion or exchange of such Common Stock
Equivalents.


 


(C)                                If,
at any time after any adjustment of the Exercise Price shall have been made
pursuant to Section 5(c)(ii)(A) or 5(c)(ii)(B) as the result of
any issuance of warrants, rights or convertible securities, and either (1) such
warrants or rights, or the rights of conversion or exchange in such other
convertible securities, shall expire, and all or a portion of such warrants or
rights, or the right of conversion or exchange with respect to all or a portion
of such other convertible securities, as the case may be, shall not have been
exercised, or (2) the consideration per share for which shares of Common
Stock are issuable pursuant to such warrants or rights, or such other
convertible securities, shall be increased or decreased by virtue of provisions
therein contained, then such previous adjustments shall be rescinded and
annulled and the additional shares of Common Stock which were deemed to have
been issued by virtue of the computation made in connection with the adjustment
so rescinded and annulled shall no longer be deemed to have been issued by
virtue of such computation.  Thereunpon,
a recomputation shall be made of the effect of such rights or options or other
convertible securities on the then outstanding Warrants, but not on any then
outstanding Warrant Shares, on the basis of (x) treating the number of
additional shares of Common Stock or other property, if any, theretofore
actually issued or issuable pursuant to the previous exercise of any such
warrants or rights or any such right of conversion or exchange, as having been
issued on the date or dates of any such exercise and for the consideration
actually received and receivable therefor, and (y) treating any such warrants
or rights or any such other convertible securities which then remain
outstanding as having been granted or issued immediately after the time of such
increase or decrease of the consideration per share for which shares of Common
Stock or other property are issuable under such warrants or rights or other
convertible securities.


 


(D)                               Change
in Option Price or Conversion Rate. 
If there is a change at any time in (i) the amount of additional
consideration payable to the Company upon the exercise of any Options; (ii) the
amount of additional consideration, if any, payable to the Company upon the
exercise, conversion or exchange of any Common Stock Equivalents; or (iii) the
rate at which any Common Stock Equivalents are convertible into or exchangeable
for Common Stock (in each such case, other than under or by reason of
provisions designed to protect against dilution), the


 





















 


Exercise Price in effect at the time of such change
will be readjusted to the Exercise Price which would have been in effect at
such time had such Options or Common Stock Equivalents still outstanding
provided for such changed additional consideration or changed conversion rate,
as the case may be, at the time initially granted, issued or sold.


 


(E)                                 Calculation
of Consideration Received.  If any
Common Stock, Options or Common Stock Equivalents are issued, granted or sold
for cash, the consideration received therefor for purposes of this Warrant will
be the amount received by the Company therefor, before deduction of reasonable
commissions, underwriting discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or
sale.  In case any Common Stock, Options
or Common Stock Equivalents are issued or sold for a consideration part or all
of which shall be other than cash, the amount of the consideration other than
cash received by the Company will be the fair market value of such
consideration, except where such consideration consists of securities, in which
case the amount of consideration received by the Company will be the fair
market value (closing bid price, if traded on any market) thereof as of the
date of receipt.  In case any Common
Stock, Options or Common Stock Equivalents are issued in connection with any
merger or consolidation in which the Company is the surviving corporation, the
amount of consideration therefor will be deemed to be the fair market value of
such portion of the net assets and business of the non-surviving corporation as
is attributable to such Common Stock, Options or Common Stock Equivalents, as
the case may be.  The fair market value
of any consideration other than cash or securities will be determined in good
faith by an investment banker or other appropriate expert of national
reputation selected by the Company and reasonably acceptable to the holder
hereof, with the costs of such appraisal to be borne by the Company.


 


(iii)                               Exceptions to
Adjustment of Exercise Price. 
Notwithstanding the foregoing, no adjustment will be made under this Section 5
in respect of an Exempt Issuance.


 


(d)                                 Written
Notice.  The Company shall give
written notice to the Holder within ten (10) days following the
consummation of any transaction within the scope of this Section 5 and
provide in such written notice a brief description of the terms and conditions
of such transaction.


 


(e)                                  Minimal
Adjustments.  No adjustment in a Per
Share Exercise Price need be made if such adjustment would result in a change
in such Per Share Exercise Price of less than one cent ($0.01).  Any adjustment of less than one cent ($0.01)
which is not made shall be carried forward and shall be made at the time of and
together with any subsequent adjustment which, on a cumulative basis, amounts
to an adjustment of one cent ($0.01) or more in a Per Share Exercise Price.


 





















 


6.                                       Issue
Tax.  The issuance of certificates
for the Warrant Shares upon the exercise of this Warrant shall be made without
charge to the Holder for any issuance tax in respect thereof, provided that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any certificate in a name
other than that of the Holder .


 


7.                                       Transferability
and Assignment.  Except as set forth
in this Section 6 hereof and subject to compliance with applicable federal
and state securities laws, and to the extent applicable, the parties may not
assign their rights and obligations under this Warrant except in accordance
with Section 5.8 of the Purchase Agreement.  In the event the Holder proposes to effect an
assignment, the Holder must present this Warrant to the Company for transfer,
accompanied by a duly completed and executed Form of Assignment (as provided
at the end hereof), the transferee must agree to be bound by the terms of this
Warrant as if such transferee were an original holder of this Warrant, and the
Holder must deliver to the Company an opinion of counsel of the Holder in form
reasonably satisfactory to the Company that the transfer may be properly made
under an exemption from registration under the Securities Act and applicable
state securities laws.  Upon any
registration of transfer, the Company shall execute and deliver a new Warrant
certificate to the person entitled thereto. 
In the event the Warrant is transferred, the subsequent holder shall
have no greater rights than those afforded the Holder hereunder.  Any transfer made in violation of this Section 6
shall be void.


 


8.                                       Reservation
of Warrant Shares.  The Company
shall, at all times when this Warrant shall be outstanding, reserve and keep
available out of its authorized but unissued stock, for the purpose of
effecting the exercise of this Warrant, such number of its duly authorized shares
of capital stock as shall from time to time be sufficient to effect the
exercise of this Warrant. Alternatively, the Company shall take all action
necessary to cause it to be authorized to issue all necessary shares issuable
upon exercise of this Warrant.  All
shares of capital stock which may be issued in connection with the exercise of
this Warrant will, upon issuance by the Company, be validly issued, fully paid
and non-assessable.


 


9.                                       Mutilated
or Missing Warrant Certificate.  In
case the certificate evidencing this Warrant shall be mutilated, lost, stolen
or destroyed, the Company shall, at the request of the Holder, issue and
deliver in exchange and substitution for and upon cancellation of the mutilated
certificate, or in lieu of and in substitution for the certificate lost, stolen
or destroyed, a new Warrant certificate of like tenor and representing the
equivalent rights and interests, but only upon receipt of evidence satisfactory
to the Company of such loss, theft or destruction of such Warrant.  Applicants for such substitute Warrant
certificate shall also comply with such other reasonable requirements and pay
such other reasonable charges as the Company may prescribe.  The Holder shall pay all taxes and all other
expenses and charges payable in connection with the preparation, execution and
delivery of Warrants pursuant to this Section 8.


 


10.                                 No
Rights as a Shareholder.  Nothing
contained herein shall be construed as conferring upon the Holder or its
transferees any rights as a shareholder of the Company, including the right to
vote, receive dividends, consent or receive notices as a shareholder in respect
of any meeting of shareholders for the election of directors of the Company or
any other matter.


 





















 


11.                                 Legend.  The Warrant Shares issued upon exercise of
this Warrant shall be subject to a stop transfer order and the certificate or
certificates evidencing such Warrant Shares shall bear the following legend:


 


“THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THESE SECURITIES ARE SUBJECT TO
THE TERMS AND CONDITIONS OF A CERTAIN SECURITIES PURCHASE AGREEMENT, A CERTAIN LOCK-UP
AGREEMENT AND A CERTAIN REGISTRATION RIGHTS AGREEMENT, ALL OF WHICH ARE DATED NOVEMBER 9,
2005 AND ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.”


 


12.                                 Notices.  Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or by Federal Express, Express Mail
or similar overnight delivery or courier service or delivered (in person or by
telecopy, telex or similar telecommunications equipment) against receipt to the
party to whom it is to be given, (i) if to the Company, addressed to IT &
E International Group, Inc., 505 Lomas Sante Fe Drive, Suite 200,
Solana Beach, California 92075, Attention: Chief Financial Officer, Facsmile No. (858)
366-0961, with copies to: Foley & Lardner, LLP, 402 W. Broadway, Suite 2300,
San Diego, California 92101, Attn:  Adam
C. Lenain, Facsimile No. (619) 234-3510 (ii) if to the Holder, at the
address set forth above, or (iii) in either case, to such other address as
the party shall have furnished in writing in accordance with the provisions of
this Section 11.  Notice to the
estate of any party shall be sufficient if addressed to the party as provided
in this Section 11.  Any notice or
other communication given by certified mail shall be deemed given at the time
of certification thereof, except for a notice changing a party’s address which
shall be deemed given at the time of receipt thereof.  Any notice given by other means permitted by
this Section 11 shall be deemed given at the time of receipt thereof.


 


13.                                 Governing
Law.  This Warrant shall be construed
in accordance with the laws of the State of New York, without regard to
principles governing conflicts of law. 
Any action or proceeding arising out of or relating to this Warrant
shall be commenced in a federal or state court having competent jurisdiction in
the State of New York, and for the purpose of any such action or proceeding,
each of the Company and the Holder and any assignee of the Holder submits to
the personal jurisdiction of the State of New York The parties hereby
irrevocably


 





















 


consent to the
exclusive jurisdiction of any state or federal court for New York County in the
State of New York or the Southern District of New York.  The parties hereby waive any objection to
venue and any objection based on a more convenient forum in any action
instituted under this Warrant.


 


14.                                 Remedies.  The Company stipulates that the remedies at
law of the Holder in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that 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.


 


5.                                       Amendments;
Waivers.  The terms and provisions of
this Warrant may be amended, modified, waived or altered only in writing signed
by the Company and the Holder, and any such amendment effected pursuant to this
Section 15 shall be binding upon the successors and assigns of the
parties.


 


16.                                 Headings.  The descriptive headings of the several
sections of this Warrant are inserted for purposes of reference only, and shall
not affect the meaning or construction of any of the provisions hereof.


 


[Signature Page to
Warrant]


 





















 


Dated:
 November    , 2005


 


	
   

  	
  IT &
  E INTERNATIONAL GROUP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND
  ACCEPTED:

  	
   

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
						



 





















 


FORM OF
ASSIGNMENT


 


(To be executed by
the registered holder if such holder desires to transfer the attached Warrant.)


 


FOR VALUE RECEIVED,                                          
hereby sells, assigns, and transfers unto                                          
Warrants to purchase                         
shares of                                     
of IT & E International Group (the “Company”), together with all
right, title, and interest therein, and does hereby irrevocably constitute and
appoint                                                            
attorney to transfer such Warrant on the books of the Company, with full power
of substitution.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  



 


 


NOTICE


 


The signature on the foregoing Assignment must
correspond to the name as written upon the face of this Warrant in every
particular, without alteration or enlargement or any change whatsoever.


 





















 


To:                              IT &
E International Group


505 Lomas Santa Fe Drive, Suite 200


Solana Beach, California 92075


 


ELECTION
TO EXERCISE


 


The undersigned hereby exercises his or its rights to
purchase               
Warrant Shares covered by the within Warrant certificate and tenders payment
herewith in the amount of $
                          
in accordance with the terms thereof, and requests that certificates for such
securities be issued in the name of, and delivered to:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  



(Print
Name, Address and Social Security or Tax Identification Number)


 


The undersigned also hereby represents that the
representations and warranties provided by the undersigned in Section 3.2
of the Purchase Agreement are true and correct in all material respects as if
made on and as of the date hereof.


 


	
   

  	
  Signature: