0000897069-05-002865 Sample Contracts

SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement • December 6th, 2005 • It&e International Group • Services-commercial physical & biological research • New York

• Contract Type
  Securities Purchase Agreement
• Filed
  December 6th, 2005
• Company
  It&e International Group
• Industry
  Services-commercial physical & biological research
• Jurisdiction
  New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 9, 2005, by and among IT&E International Group, a Nevada corporation (the “Company”), ComVest Investment Partners II LLC, a Delaware limited liability company (“ComVest”), and the purchasers set forth on the signature pages attached hereto (each a “Purchaser” and collectively with ComVest the “Purchasers”).

Officer, Director and Securityholder Lock-Up Agreement November 9, 2005

Officer, Director and Securityholder Lock-Up Agreement • December 6th, 2005 • It&e International Group • Services-commercial physical & biological research • New York

• Contract Type
  Officer, Director and Securityholder Lock-Up Agreement
• Filed
  December 6th, 2005
• Company
  It&e International Group
• Industry
  Services-commercial physical & biological research
• Jurisdiction
  New York

The undersigned (the “Securityholder”) understands that IT&E International Group (the “Company”) has entered into a certain Securities Purchase Agreement of even date hereof (the “Securities Purchase Agreement”) with ComVest Investment Partners II LLC or an affiliate (“ComVest”), providing for the sale (the “Offering”) by the Company of Series D Preferred Stock (“Preferred Stock”), or Senior Secured Convertible Notes (the “Notes”), and warrants (the “Warrants”) to purchase common stock, par value $0.001 per share, of the Company (“Common Stock”).