0001104659-05-056112 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 9th day of November, 2005, by and among IT&E International Group, a Nevada corporation (the “Company”) and Gene Resnick, M.D. (the “Shareholder”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of November 9, 2005 (“Effective Date”), by and between IT&E International Group (“Company”) and Anthony Allocca (“Executive”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • 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”).

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ASSET PURCHASE AGREEMENT BY AND AMONG IT&E INTERNATIONAL GROUP AND MILLENNIX, INC. AND GENE RESNICK, M.D. DATED AS OF NOVEMBER 9, 2005
Asset Purchase Agreement • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • New York

This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of November 9, 2005, is entered into by and among IT&E International Group, Inc., a Nevada corporation (“Buyer”), Millennix, Inc., a New York corporation (the “Company”) and Gene Resnick, M.D., the sole shareholder of the Company (the “Shareholder”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • New York

This Registration Rights Agreement (this “Agreement”), dated November 9, 2005, is entered into by and between IT & E INTERNATIONAL GROUP, a Nevada corporation (the “Company”) and 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”), as a material inducement for the Purchasers to purchase (i) senior secured notes (each a “Senior Secured Note”) in an aggregate principal amount up to of $11,500,000 (ii) up to 11,500 of shares of convertible preferred stock, stated value $1,000 per share (the “Series D Preferred Stock”), (iii) warrants (the “Warrant”) to purchase up to 81,142,788 shares of common stock, par value $0.001 per share (“Common Stock”) and (iv) and the six month option to invest an additional $5,000,000 on the same terms as (i), (ii) and (iii) (“the ComVest Option”) in accordance with the terms of that certain Se

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WARRANT
Certain Registration Rights Agreement • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • New York

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.

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SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
Purchase Agreement • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • New York

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF IT UNDER THE ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE MAKER THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS NOTE AND THE SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER , 2005 (THE “PURCHASE AGREEMENT”), AND NO TRANSFER OF THIS SECURITY SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH. THE TRANSFERABILITY OF THIS SECURITY IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE PURCHASE AGREEMENT, A COPY OF WHICH WILL BE PROVIDED TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE MAKER.

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AMENDMENT
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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Officer, Director and Securityholder Lock-Up Agreement November 9, 2005
It&e International Group • November 16th, 2005 • Services-commercial physical & biological research • 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”).

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INDEMNITY ESCROW AGREEMENT
Indemnity Escrow Agreement • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • California

THIS INDEMNITY ESCROW AGREEMENT (the “Agreement”) is entered into this 9th day of November 2005, by and among IT&E International Group, a Nevada corporation, (“IT&E” or the “Buyer”) and Gene Resnick, M.D., an individual (the “Shareholder”), and Union Bank of California, N.A. (the “Escrow Agent”) with respect to the following facts:

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EMPLOYMENT AGREEMENT
Employment Agreement • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • New York

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of November 9, 2005 (“Effective Date”), by and between IT&E International Group (“Company”) and Gene Resnick, M.D. (“Executive”).

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SECURITY AGREEMENT
Security Agreement • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • New York
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