Unassociated Document


    

      SECURED
        PROMISSORY NOTE

      


      $______________      ________________,2007

      


      FOR
        VALUE RECEIVED,
        the
        undersigned, KARAT
        PLATINUM LLC, (the
        “Maker”), promises to pay to------- SENTRA
        CONSULTING CORP.,
        (the
“Payee”), on or before January 31, 2008 (the “Payment Date”) the principal sum
        of _______________ and 00/100 ($_________) Dollars (the “Principal Amount”), and
        all interest accrued thereon as provided herein.

      


      Interest
        shall accrue on the unpaid balance of the Principal Amount at a rate of nine
        percent (9%) per annum (the “Interest Rate”). All interest payable hereunder
        shall be computed on the basis of actual days elapsed and shall be due and
        payable on the Payment Date.

      


      Maker
        shall have the right to prepay all or any portion of the outstanding Principal
        Amount and accrued interest thereon at any time without penalty or premium.
        All
        payments hereunder when paid shall be applied first to the payment of all
        accrued interest and the balance shall be applied to the Principal
        Amount.

      


      This
        Note
        shall be secured by all of Maker's right, title and interest, in and to any
        and
        all assets of Maker, whether now existing or hereafter arising or acquired,
        wherever located, together with all attachments, accessions and equipment
        now or
        hereafter affixed thereto or used in connection therewith, all substitutions
        and
        replacements thereof, all supporting obligations thereof, and all proceeds
        thereof, as provided pursuant to the General Security Agreement, dated July
        11,
        2007, as amended on August 22, 2007, and incorporated herein by reference.
        

      


      Notwithstanding
        any provision contained herein, the total liability of Maker 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 Maker, and if any payments by Maker include interest in excess of such
        a
        maximum amount, Payee shall apply such excess to the reduction of the unpaid
        principal amount due pursuant hereto, or if none is due, such excess shall
        be
        refunded.

      


      1. Events
        of Default.
        In case
        one or more 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) shall have occurred and be
        continuing:

      


      a. Default
        in the payment, when due or declared due, of any principal or interest payments
        hereunder.

      


      b. Maker
        makes a general assignment for the benefit of creditors; or, in the absence
        of
        such application, consent, acquiescence or action, a trustee, receiver or
        other
        custodian is appointed for Maker; or for a substantial part of the property
        of
        Maker; or any bankruptcy, reorganization, debt arrangement or other proceeding
        under any bankruptcy or insolvency law, or any dissolution or liquidation
        proceeding, is authorized or instituted by, or instituted against, Maker;
        or any
        warrant of attachment or similar legal process is issued against any substantial
        part of the property of Maker.

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      c. Any
        representation or warranty made by Maker under this Note shall be untrue
        or
        misleading in any material respect when made.

      


      d. Maker
        shall have breached any of its covenants and agreements hereunder.

      


      then,
        in
        each case where an Event of Default occurs, the Payee, by notice in writing
        to
        Maker shall inform Maker of such Event of Default and if such default is
        not
        cured within seven (7) business days from the date such notice is received
        by
        Maker, then Payee, may, at its option, declare the outstanding Principal
        Amount
        to be due and payable immediately, and upon any such declaration the same
        shall
        become immediately due and payable. 

      


      2.General.

      


      a. This
        Note
        shall be binding upon and inure to the benefit of and be enforceable by the
        respective successors and assigns of the Maker and Payee.

      


      b. 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, 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):

      


      	(a)  	
              If
                to the Maker:

            


      


      Karat
        Platinum LLC

      15
        Hoover
        Street

      Inwood,
        New York 11096

      Attention:
        Chief Executive Officer

      


      (b) With
        copies to:

      


      Horowtiz
        & Riser

      30
        Broad
        Street

      New
        York,
        NY 10004

      Attention:
        Sam Riser, Esq.


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      


      


      (c) If
        to
        Payee:

      


      Sentra
        Consulting Corp. 

      466
        Central Avenue, Suite 200 

      Cedarhurst,
        New York 11516

      Attention:
        Chief Executive Officer

       

      (c) With
        copies to:

      


      David
        Lubin & Associates, PLLC

      26
        East
        Hawthorne Avenue

      Valley
        Stream, NY 11580

      Attn:
        David Lubin, Esq.

       

      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 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 (iii) 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.

      


      c. This
        Note
        is to be governed by and construed in accordance with the laws of the State
        of
        New York. In any action brought under or arising out of this Note, the Maker
        hereby consents to the in personam jurisdiction of any state or federal court
        sitting in New York, New York, waives any claim or defense that such forum
        is
        not convenient or proper, and consents to service of process by any means
        authorized by New York law.

      


      d.
         Maker
        hereby waives presentment, demand for payment, protest, and all other demands
        and notices in connection with the delivery, acceptance, performance and
        enforcement of this Note and authorizes Payee, without notice or further
        consent, to grant extensions of time in the payment of any monies under this
        Note, and to waive compliance of any provision of this Note.

      


      e. In
        the
        event of a default in the payment of this Note, Maker shall pay Payee's and
        expenses of collection, including attorneys’ fees and costs. 

      


      


      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      


      


      IN
        WITNESS WHEREOF, the undersigned has duly executed this Note on the date
        first
        set forth above.

      


      KARAT
        PLATIINUM LLC

      


      


      By:
        ________________________

      Name:
        Gary M Jacobs

      Title:
         CFO/COO

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

    

     

    
      
        
          	
                  KARAT
                    PLATINUM LLC

                
	
                  NOTE
                    BALANCES WITH SENTRA CONSULTING CORP

                
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                  Date
                    Cash

                	 	
                  Date
                    of

                	 	
                  Interest
                    

                	 	 	 
	
                  Received

                	 	
                  Note

                	 	
                  Rate

                	 	
                  Amount
                    

                	 
	 	 	 	 	 	 	 	 
	
                  6/21/07

                	 	 	
                  6/22/07

                	 	 	
                  18.0

                	
                  %

                	
                  $

                	
                  30,000.00

                	 
	
                  6/22/07

                	 	 	
                  6/22/07

                	 	 	
                  18.0

                	
                  %

                	
                  $

                	
                  95,000.00

                	 
	
                  6/25/07

                	 	 	
                  6/22/07

                	 	 	
                  18.0

                	
                  %

                	
                  $

                	
                  25,000.00

                	 
	 	 	 	 	 	 	 	 	
                  $

                	
                  150,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  6/29/07

                	 	 	
                  6/29/07

                	 	 	
                  18.0

                	
                  %

                	
                  $

                	
                  450,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  7/12/07

                	 	 	
                  7/12/07

                	 	 	
                  18.0

                	
                  %

                	
                  $

                	
                  100,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  7/16/07

                	 	 	
                  7/16/07

                	 	 	
                  18.0

                	
                  %

                	
                  $

                	
                  260,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  8/16/07

                	 	 	
                  8/22/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  25,000.00

                	 
	
                  8/20/07

                	 	 	
                  8/22/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  425,000.00

                	 
	 	 	 	 	 	 	 	 	
                  $

                	
                  450,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  8/30/07

                	 	 	
                  8/30/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  50,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  9/4/07

                	 	 	
                  9/4/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  150,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  9/10/07

                	 	 	
                  9/10/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  250,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  9/25/07

                	 	 	
                  9/25/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  100,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  10/9/07

                	 	 	
                  10/9/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  25,000.00

                	 
	
                  10/9/07

                	 	 	
                  10/9/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  25,000.00

                	 
	 	 	 	 	 	 	 	 	
                  $

                	
                  50,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  10/17/07

                	 	 	
                  10/17/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  55,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  10/18/07

                	 	 	
                  10/18/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  5,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  10/23/07

                	 	 	
                  10/23/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  50,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  10/25/07

                	 	 	
                  10/25/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  75,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  10/31/07

                	 	 	
                  10/31/2007

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  20,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  11/1/07

                	 	 	
                  11/1/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  60,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  11/8/07

                	 	 	
                  11/8/2007

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  40,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  11/15/07

                	 	 	
                  11/15/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  100,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  11/21/07

                	 	 	
                  11/21/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  50,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  11/30/07

                	 	 	
                  11/30/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  40,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  12/3/07

                	 	 	
                  12/3/07

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  40,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  12/12/07

                	 	 	
                  12/12/2007

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  45,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	
                  12/21/07

                	 	 	
                  12/21/2007

                	 	 	
                  9.0

                	
                  %

                	
                  $

                	
                  30,000.00

                	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	
                  $

                	
                  2,620,000.00

                	 


        

         

        
          
            
            

          

          
            5