ASTRATA GROUP INCORPORATED
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of the
[___] day of November, 2004, by and between Astrata Group Incorporated, a Nevada corporation (the
"Company"), and Pointe Capital [LIMITED], a _____________ (the "Holder").
WHEREAS, in connection with the Holder's actions in making available a line of credit in an amount not to
exceed $600,000) to the Company, the Holder has requested and the Company has granted certain registration
rights in respect of certain shares of the Company's common stock held of record by the Holder or underlying
certain instruments between the Holder and the Company, as more specifically; set forth hereinbelow;
NOW, THEREFORE, the parties agree as follows:
1. REGISTRATION RIGHTS. The Company covenants and agrees as follows:
1.1 DEFINITIONS. For purposes of this Section 1:
(a) The term "1933 Act" means the Securities Act of 1933, as amended, and the rules and regulations
(b) The term "Common Stock" shall mean the Common Stock of the Company.
(c) The term "1934 Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
(d) The terms "register," "registered," and "registration" refer to a registration effected by preparing and filing a
registration statement or similar document in compliance with the 1933 Act, and the declaration or ordering of,
effectiveness of such registration statement or document.
(e) The term "Registrable Securities" means (i) the _______ shares of Common Stock owned of record by the
Holder as of the date hereof, excluding in all cases, however, any Registrable Securities that have been sold by a
person privately, pursuant to the provisions of Rule 144, or pursuant to a registration statement under the 1933
Act covering such Registrable Securities that has been declared effective by the SEC, (ii) the shares of Common