THIS
      SECURED PROMISSORY NOTE (THE “NOTE”)
      HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE NOTE IS BEING OFFERED
      PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED
      UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
      THE NOTE IS “RESTRICTED”
      AND MAY NOT BE OFFERED OR SOLD UNLESS IT IS REGISTERED UNDER THE ACT, PURSUANT
      TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL OR
      OTHER
      SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS
      ARE AVAILABLE.

     

    SECURED
      PROMISSORY NOTE

    


    
      	
              $500,000

            	
              September
                16, 2008

            


    

    


    THIS
      SECURED PROMISSORY NOTE
      (this
“Note”)
      is
      issued by KARAT
      PLATINUM, LLC, a
      New
      York limited liability company,
      with an
      address at 15 Hoover Street, Inwood, New York 11096
      (the
“Company”),
      to
SEPTIMUS
      VENTURES LLC, a
      New
      York limited liability company with
      an
      address at 207
      Harborview, South Lawrence, New York, 11559 (the “Holder”).

     

    ARTICLE
      I

     

    Section
      1.01 Principal.
      For
      value
      received, the Company hereby promises to pay on or before March 16, 2009 (the
      “Maturity
      Date”)
      to the
      order of the Holder, in lawful money of the United States of America and in
      immediately available funds, the principal sum of Five Hundred Thousand Dollars
      ($500,000) (the “Principal
      Amount”).

     

    Section
      1.02 Interest.
      Interest
      shall accrue on the Principal Amount at the rate of twelve percent (12%)
      per annum (computed on the basis of a 365-day year and the actual days elapsed)
      from the date of this Note until the Principal Amount is repaid in full.


     

    Section
      1.03 Payment
      of Interest.
      Interest
      on the Principal Amount shall be due and payable on the Maturity
      Date.

     

    Notwithstanding
      any provision contained herein to the contrary, the total liability of the
      Company for payment of interest pursuant hereto, including late charges, shall
      not exceed the maximum amount of such interest permitted by law to be charged,
      collected, or received from the Company, and if any payments by the Company
      include interest in excess of such a maximum amount, the Holder shall apply
      such
      excess to the reduction of the unpaid Principal Amount, or if none is due,
      such
      excess shall be refunded.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      1.04 Right
      to Prepay. The
      Company shall have the right to prepay all or any portion of the Principal
      Amount and all accrued interest thereon (the “Prepaid
      Amount”)
      at any
      time, on or before the Maturity Date, without penalty or premium. 

    


    ARTICLE
      II

    


    Section
      2.01 Representations
      and Warranties of the Holder.
      The
      Holder hereby acknowledges, represents and warrants to, and agrees with, the
      Company and its affiliates as follows:

    


    (a)The
      Holder understands that this Note has not been registered under the Securities
      Act of 1933, as amended (the “Securities
      Act”)
      or
      registered or qualified under any the securities laws of any state or other
      jurisdiction, and is a “restricted security,” and cannot be resold or otherwise
      transferred unless it is registered under the Securities Act, and registered
      or
      qualified under any other applicable securities laws, or an exemption from
      such
      registration and qualification is available. 

    


    (b) The
      Holder is acquiring this Note for its own account as principal, not as a nominee
      or agent, for investment purposes only, and not with a view to, or for, resale,
      distribution or fractionalization thereof in whole or in part, and no other
      person has a direct or indirect beneficial interest in this Note or any portion
      thereof. Further, the Holder does not have any contract, undertaking, agreement
      or arrangement with any person to sell, transfer or grant participations to
      such
      person or to any third person, with respect to this Note for which the Holder
      is
      subscribing or any part of thereof.

    


    (c) The
      Holder has full power and authority to enter into this Note, the execution
      and
      delivery of this Note has been duly authorized, and this Note constitutes a
      valid and legally binding obligation of the Holder.

    


    (d) The
      Holder is not subscribing for this Note as a result of or subsequent to any
      advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio,
      or
      presented at any seminar or meeting, or any solicitation of a subscription
      by
      person previously not known to the Holder in connection with
      investment.

    


    (e) The
      Holder understands that the Company is under no obligation to register this
      Note
      under the Securities Act, or to assist the Holder in complying with the
      Securities Act or the securities laws of any state of the United States or
      of
      any foreign jurisdiction.

    


    (f) The
      Holder is (i) experienced in making investments of the kind, (ii) able, by
      reason of the business and financial experience of its officers (if an entity)
      and professional advisors (who are not affiliated with or compensated in any
      way
      by the Company or any of its affiliates or selling agents), to protect its
      own
      interests in connection with the transactions described in this Note, and the
      related documents, and (iii) able to afford the entire loss of its investment
      in
      this Note. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (g) The
      Holder has the financial ability to bear the economic risk of its investment,
      has adequate means for providing for his current needs and personal
      contingencies and has no need for liquidity with respect to its investment
      in
      this Note. 

    


    (h) The
      Holder has such knowledge and experience in financial and business matters
      as to
      be capable of evaluating the merits and risks of the prospective investment
      in
      this Note. The Holder is not relying on the Company, or its affiliates or
      agents, with respect to economic considerations involved in this investment.
      The
      Holder has relied solely on its own advisors. 

    


    (i) The
      Holder has been provided an opportunity for a reasonable period of time prior
      to
      the date hereof to obtain additional information concerning this Note and the
      Company and all other information, to the extent the Company possesses such
      information or can acquire it without unreasonable effort or expense, and agrees
      and acknowledges that it has carefully reviewed all of the filings made by
      the
      owner of the Company, Karat Platinum, Inc., under the Securities Exchange Act
      of
      1934, as amended, including, without limitation, the “Risk Factors” contained in
      the Current Report on Form 8-K and the Annual Report on Form 10-K filed by
      Karat
      Platinum, Inc. with the Securities and Exchange Commission on December 31,
      2007
      and June 30, 2008, respectively.

    


    (j) No
      representations or warranties have been made to the Holder by the Company,
      or
      any officer, employee, agent, affiliate or subsidiary of the Company, other
      than
      the representations of the Company contained herein, and in subscribing for
      this
      Note, the Holder is not relying upon any representations other than those
      contained herein. The Holder has consulted, to the extent it has deemed
      appropriate, with its own advisers as to the financial, tax, legal and related
      matters concerning an investment in this Note and on that basis believes that
      its investment in this Note is suitable and appropriate for the
      Holder.

    


    (k) The
      Holder is an “accredited investor” as that term is defined in Rule 501 of the
      General Rules and Regulations under the Securities Act.

     

    ARTICLE
      III

    


    Section
      3.01 Representations
      and Warranties of the Company.
      The
      Company hereby acknowledges, represents and warrants to, and agrees with, the
      Holder as follows:

    


    (a) Organization.
      The
      Company is a limited liability company duly organized, validly existing, and
      in
      good standing under the laws of the State of New York. The Company has all
      requisite power to own, operate and lease its business and assets and carry
      on
      its business as the same is now being conducted. 

    


    (b) Corporate
      Power and Authority.
      The
      Company has all requisite power and authority to enter into and deliver this
      Note and to consummate the transactions contemplated hereby. The execution,
      delivery, and performance of this Note by the Company and the consummation
      of
      the transactions contemplated hereby, have been duly authorized by all necessary
      action and no other action or proceeding on the part of the Company is necessary
      to authorize the execution, delivery, and performance by the Company of this
      Note and the consummation by the Company of the transactions contemplated
      hereby.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      IV

    


    Section
      4.01 Events
      of Default.
      Upon
      the
      occurrence of any of the following events (each, an “Event
      of Default”)
      (whatever the reason for such Event of Default and whether it shall be voluntary
      or involuntary or be effected by operation of law or pursuant to any judgment,
      decree or order of any court or any order, rule or regulation of any
      administrative or governmental body) an Event of Default shall be deemed to
      have
      occurred:

    


    (a) Default
      in the payment of the Principal Amount on the Maturity Date, which default
      has
      not been cured within 10 days after its due date by acceleration or otherwise;
      or

    


    (b) Default
      in the payment, when due or declared due, of any interest payment hereunder,
      which default has not been cured within 10 days after its due date by
      acceleration or otherwise; or

    


    (c) The
      Company files for relief under the United States Bankruptcy Code (the
“Bankruptcy
      Code”)
      or
      under any other state or federal bankruptcy or insolvency law, or files an
      assignment for the benefit of creditors, or if an involuntary proceeding under
      the Bankruptcy Code or under any other federal or state bankruptcy or insolvency
      law is commenced against the Company, and has not been resolved in a period
      of
      thirty (30) days after such commencement; or

     

    (d) The
      occurrence of an Event of Default under the terms and provisions of the Security
      Agreement between the Company and the Holder dated as of the date hereof (the
      “Security
      Agreement”).
      

     

    Section
      4.02 Effect
      of Default. Upon
      the
      occurrence of an Event of Default as set forth in Section 4.01, the Holder
      shall
      have the right to (i) declare the Principal Amount and all interest accrued
      thereon to be immediately due and payable, and (ii) enforce its security
      interest pursuant to and in accordance with the terms and provisions of the
      Security Agreement.

    


    ARTICLE
      V

    


    Section
      5.01 Notice.  All
      notices, requests, claims, demands and other communications given or made
      pursuant hereto shall be in writing and shall be deemed to have been duly given
      if delivered in person against written receipt, by facsimile transmission,
      overnight courier prepaid, or mailed by prepaid first class registered or
      certified mail, postage prepaid, return receipt requested to the respective
      parties at the following addresses (or at such other address for a party as
      shall be specified in a notice given in accordance with this
      Section):

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (i)

            	
              If
                to the Company:

            


    

    


    Karat
      Platinum LLC 

    15
      Hoover
      Street

    Inwood,
      New York 11096

    Attn:
      David Neuberg or Gary Jacobs

    Telecopy:
      (516) 592-5675

    


    (ii) With
      copies to:

    


    David
      Lubin & Associates, PLLC

    26
      East
      Hawthorne Avenue

    Valley
      Stream, New York 11580

    Telecopy:
      (516) 887-8250

     

    (iii)
      If
      to the Holder:

     

    Septimus
      Ventures LLC

    207
      Harborview

    South
      Lawrence, New York, 11559

    Telecopy:
      (516) 612-2319

     

    (iv) With
      copies to:

    


    _______________________

    _______________________

    _______________________

    _______________________

     

    All
      such
      notices, requests and other communications will (i) if delivered personally
      to
      the address as provided in this Section, be deemed given upon delivery, (ii)
      if
      delivered by facsimile transmission to the facsimile number as provided in
      this
      Section, be deemed given upon receipt, (iii) if delivered by overnight courier
      to the address as provided in this Section, be deemed given on the earlier
      of
      the first business day following the date sent by such overnight courier or
      upon
      receipt, or (iv) if delivered by mail in the manner described above to the
      address provided in this Section, be deemed given on the earlier of the third
      business day following mailing or upon receipt.

    


    Section
      5.02 Governing
      Law.
      This
      Note
      shall be deemed to be made under and shall be construed in accordance with
      the
      laws of the State of New York without giving effect to the principals of
      conflict of laws thereof. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      5.03 Severability.
      The
      invalidity of any of the provisions of this Note shall not invalidate or
      otherwise affect any of the other provisions of this Note, which shall remain
      in
      full force and effect.

     

     

    Section
      5.04 Construction
      and Joint Preparation.
      This
      Note shall be construed to effectuate the mutual intent of the parties.
The
      parties and their counsel have cooperated in the drafting and preparation of
      this Note, and this Note therefore shall not be construed against any party
      by
      virtue of its role as the drafter thereof. No drafts of this Note shall be
      offered by any party, nor shall any draft be admissible in any proceeding,
      to
      explain or construe this Note. The headings contained in this Note are intended
      for convenience of reference only and are not intended to be a part of or to
      affect the meaning or interpretation of this Note.     


     

    Section
      5.05 Entire
      Agreement and Amendments.
      This
      Note
      shall be binding upon and inure to the benefit of and be enforceable by the
      respective successors and assigns of the Company and the Holder. This Note
      represents the entire agreement between the parties hereto with respect to
      the
      subject matter hereof and there are no representations, warranties or
      commitments, except as set forth herein. This Note may be amended only by an
      instrument in writing executed by the parties hereto. 

     

    Section
      5.06 Security
      Interest.
      As
      security for the prompt and complete payment and performance when due of all
      the
      obligations set forth in this Note, the Company hereby grants to the Holder
      a
      lien on and continuing security interest in the Company’s right, title and
      interest in, to and under certain property and assets of the Company, in
      accordance with the terms and conditions of the Security Agreement, dated
      January 30, 2008, by and between Karat Platinum, LLC, a New York limited
      liability company (the “Debtor”),
      and
      Continental Capital, LLC, a New York limited liability company (the
“Secured
      Party”),
      as
      amended by the Amendment to the Security Agreement (the “First
      Amendment”).

    


    Section
      5.07 Counterparts.
      This
      Note
      may be executed in multiple counterparts, each of which shall be an original,
      but all of which shall be deemed to constitute on instrument.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      with
      the intent to be legally bound hereby, the Company has executed this Note as
      of
      the date first written above.

    


    


    
      	 	
              KARAT
                PLATINUM, LLC

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                David Neuberg

            	 
	 	
              Name:

            	
              David
                Neuberg

            	 
	 	
              Title:

            	
              President

            	 
	 	 	 	 
	 	 	 	 
	 	
              HOLDER:

            	 
	 	 	 	 
	 	
              SEPTIMUS
                VENTURES LLC

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Bonnie Septimus

            	 
	 	
              Name:

            	
              Bonnie
                Septimus