Common Stock Purchase Warrant and Registration Rights Agreement Amendment Sample Contracts

AMENDMENT
Common Stock Purchase Warrant and Registration Rights Agreement Amendment • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • New York

This Amendment (this “Amendment”), dated as of November 9, 2005, is entered into by and between IT&E INTERNATIONAL GROUP, a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of (i) the Common Stock Purchase Warrant, issued by the Company to Laurus on October 18, 2004 (as amended, modified and/or supplemented from time to time, the “Warrant”) and (ii) the Registration Rights Agreement, dated as of October 18, 2004 between the Company and Laurus (as amended, modified and/or supplemented from time to time, the “Registration Rights Agreement” together with the Securities Purchase Agreement (as defined below) and the Related Agreements referred to therein, the “Loan Documents”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Securities Purchase Agreement, dated as of October 18, 2004 between the Company and Laurus (as amended, modified and/or sup

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