0001019687-08-002481 Sample Contracts

PREFERRED STOCK EXCHANGE AGREEMENT
Preferred Stock Exchange Agreement • May 30th, 2008 • Astrata Group Inc • Measuring & controlling devices, nec • New York

This Preferred Stock Exchange Agreement (this “Agreement”) is dated as of May 29, 2008, by and among Astrata Group Incorporated, a Nevada corporation (the “Company”), Vision Opportunity China Fund Limited and Vision Opportunity Master Fund, Ltd. (collectively, the “Holder”).

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LOCK-UP AGREEMENT
Lock-Up Agreement • May 30th, 2008 • Astrata Group Inc • Measuring & controlling devices, nec • New York

THIS LOCK-UP AGREEMENT (this "Agreement") is dated as of May 29, 2008 by and among Astrata Group Incorporated, a Nevada corporation (the "Company"), the holders of certain warrants issued by the Company (the “Warrantholders”) and the holders of outstanding shares of preferred stock of the Company (the “Preferredholders”) listed on Schedule A attached hereto. The Warrantholders and the Preferredholders are collectively referred to herein as the “Shareholders”.

WARRANT EXCHANGE AGREEMENT
Warrant Exchange Agreement • May 30th, 2008 • Astrata Group Inc • Measuring & controlling devices, nec • New York

This Warrant Exchange Agreement (this “Agreement”) is dated as of May 29, 2008, by and among Astrata Group Incorporated, a Nevada corporation (the “Company”), and each of the holders of certain warrants issued by the Company whose signatures appear on the signature page attached hereto (individually, a “Holder” and collectively, the “Holders”).

AMENDMENT TO CERTAIN WARRANTS
Warrant Amendment • May 30th, 2008 • Astrata Group Inc • Measuring & controlling devices, nec • New York

THIS AMENDMENT TO CERTAIN WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ASTRATA GROUP INCORPORATED (this “Amendment”), dated as of May 29, 2008, is made by and among Astrata Group Incorporated, a Nevada corporation (the “Issuer”), Vision Opportunity China Fund Limited (“VOC”) and Vision Opportunity Master Fund, Ltd. (“VOMF” and together with VOC, the “Holders”).

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