Unassociated Document


    

      The
        security represented by this certificate (the “Warrant”)
        has not been registered under the Securities Act of 1933, as amended or any
        state securities laws and may not be offered or sold except in a transaction
        registered under such act and any applicable state securities laws, or pursuant
        to an exemption from such registration requirements. Any transfer of this
        Warrant must also comply with the terms of this Warrant.

       

      STOCK
        PURCHASE WARRANT

       

      Date
        of
        Issuance: December 21, 2007 Certificate
        No. 1

       

      For
        value
        received, SENTRA CONSULTING CORP., a Nevada corporation (the “Company”),
        hereby grants to ABN AMRO BANK N.V. or any of its permitted transferees as
        provided in Section 2
        (each a
“Registered
        Holder”)
        the
        right to purchase from the Company 800,000 shares of the Company’s Common Stock,
        at a price per share equal to $0.01 (such price as adjusted and readjusted
        from
        time to time in accordance with Section
        3,
        the
“Exercise
        Price”).
        The
        amount and kind of securities purchasable pursuant to the rights granted
        hereunder and the purchase price for such securities are subject to adjustment
        pursuant to the provisions contained in this Warrant. Certain capitalized
        terms
        used herein are defined in Section
        4.

       

      This
        Warrant is subject to the following provisions:

       

      Section
        1.  Exercise
        of Warrant.

       

      (a)  Exercise
        Period.
        A
        Registered Holder may exercise, in whole or in part, the purchase rights
        represented by this Warrant at any time and from time to time during the
        period
        commencing on June 29, 2010 and ending on June 30, 2017; provided,
        however,
        that
        this Warrant may be exercisable by a Registered Holder prior to June 29,
        2010
        with the written consent of the Company. If the Warrant remains unexercised,
        in
        whole or in part, on June 30, 2017, the Warrant or such unexercised part
        thereof
        shall terminate.

       

      (b)  Exercise
        Procedure.

       

      (i)  This
        Warrant shall be exercised, to the extent of the number of shares of Common
        Stock described in clause
        (D)
        below,
        when the Company has received all of the following items (the “Exercise
        Time”):

       

      (A)  the
        original executed copy of this Warrant;

       

      (B)  a
        completed Exercise Agreement, in the form of Exhibit
        A,
        which
        shall be dated the actual date of execution thereof;

       

      (C)  if
        the
        Registered Holder is not ABN AMRO Bank N.V., an Assignment in the form of
        Exhibit
        B,
        evidencing the assignment(s) of this Warrant; and

       

      (D) subject
        to clause
        (ii)
        below, a
        cashier’s check payable to the Company or a wire transfer of immediately
        available funds to an account specified by the Company in an amount equal
        to the
        product of the Exercise Price

       

      
        
          
          

        

        
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      multiplied
        by the number of shares of Common Stock being purchased upon such
        exercise.

       

      (ii)  Notwithstanding
        Section
        1(b)(i)(D)
        above,
        at the election of the Registered Holder, which election shall be set forth
        in
        the Exercise Agreement, the number of shares of Common Stock being purchased
        upon exercise of the Warrant shall be equal to the quotient obtained by dividing
        (a) the product of (x) the Market Price at such Exercise Time less the Exercise
        Price, multiplied by (y) the number of shares of Common Stock as to which
        the
        Registered Holder elects to be issued under this clause
        (ii)
        (which
        election shall reduce the number of shares of Common Stock available for
        any
        subsequent exercise), by (b) the Market Price at such Exercise Time. The
        number
        of shares issued pursuant to this clause
        (ii)
        shall be
        excluded from the calculation of the amount paid pursuant to Section
        1(b)(i)(D)
        above.

       

      (iii)  Certificates
        for shares of Common Stock purchased upon exercise of this Warrant shall
        be
        delivered by the Company to the Registered Holder as soon as reasonably
        practicable, and in any event within five business days after the Company’s
        transfer agent delivers the certificates to the Company.

       

      (iv)  The
        Common Stock issuable upon exercise of this Warrant shall be deemed to have
        been
        issued to the Registered Holder at the Exercise Time, and the Registered
        Holder
        shall be the record holder of such Common Stock at the Exercise
        Time.

       

      (v)  If
        this
        Warrant is exercised in part, the Company shall, at the time of delivery
        of the
        certificate or certificates for Common Stock, unless this Warrant has then
        expired, issue and deliver to the Registered Holder a new Warrant evidencing
        the
        rights of the Registered Holder to purchase the aggregate number of shares
        of
        Common Stock for which this Warrant shall not have been exercised, and this
        Warrant shall be cancelled.

       

      (vi)  The
        issuance of certificates for shares of Common Stock upon exercise of this
        Warrant shall be made without charge to the Registered Holder for costs incurred
        by the Company in connection with such exercise and the related issuance
        of
        shares of Common Stock, except the Registered Holder shall pay any issuance
        taxes in respect thereof.

       

      (vii)  The
        Company shall not close its books against the transfer of this Warrant or
        of any
        shares of Common Stock issued or issuable upon exercise of this Warrant in
        any
        manner that interferes with the timely exercise of this Warrant. 

       

      (viii)     The
        Company shall at all times reserve and keep available out of its authorized
        but
        unissued shares of Common Stock solely for the purpose of issuance upon exercise
        of this Warrant, such number of shares of Common Stock as are then issuable
        upon
        exercise of this Warrant. All shares of Common Stock which are so issuable
        shall, when issued, be duly and validly issued, and upon payment of the Exercise
        Price therefor, shall be fully paid and nonassessable and free from all taxes,
        liens and charges. The Company shall take all such actions as may be necessary
        to assure that all such shares of

       

      
        
          
          

        

        
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      Common
        Stock may be so issued without violation of any applicable law or governmental
        regulation or any requirements of any domestic securities exchange upon which
        shares of Common Stock are listed (except for official notice of issuance,
        which
        shall be immediately delivered by the Company upon each such
        issuance).

       

      (ix)  Upon
        any
        exercise of this Warrant, the Company will require customary representations
        from the Registered Holder prior to the issuance of the Common Stock to assure
        that the issuance of the Common Stock hereunder shall not require registration
        or qualification under the Securities Act or any state securities
        laws.

       

      (c)  Fractional
        Shares.
        Except
        as set forth in the proviso to the following sentence, the Company shall
        not be
        required to issue fractional shares of Common Stock upon the exercise of
        any
        Warrant. Upon the exercise of any Warrant, there shall be paid to the holder
        thereof, in lieu of any fractional share of Common Stock resulting therefrom,
        an
        amount of cash equal to the product of: (i) the fractional amount of such
        shares, times (ii) the Market Price, as determined on the trading day
        immediately prior to the date of exercise of such warrant; provided
        that, if
        such payment would exceed $100.00, the Company shall issue fractional shares
        upon exercise of the Warrant.

       

      (d)  Legends.
        

       

      (i)    Until
        the
        shares of Common Stock issued upon exercise of the Warrant have been Registered
        under the Securities Act and registered and qualified under the securities
        laws
        of any applicable state(s), the Company shall cause each certificate evidencing
        any such shares of Common Stock issued upon exercise of Warrants which have
        not
        been Registered to bear the following legend:

       

      THE
        SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE
        SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED,
        TRANSFERRED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE
        OF
        AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND SUCH REGISTRATION
        OR
        QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE,
        OR AN
        OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR
        QUALIFICATION IS NOT REQUIRED.

       

      (ii)    Upon
        Registration under the Securities Act, and registration and qualification
        under
        the securities laws of any applicable state(s), of any shares of Common Stock
        issued upon exercise of Warrants, the Company will promptly exchange the
        certificates representing such shares for like certificates without the legend
        described in clause
        (i)
        above.

       

      
        
          
          

        

        
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      Section
        2.    Restrictions
        on Transfer.
        The
        Registered Holder shall not sell, transfer, assign, pledge or otherwise dispose
        of (“Transfer”)
        any
        interest in this Warrant unless all of the following conditions are
        satisfied:

       

      (a)    such
        Registered Holder and the transferee shall deliver to the Company written
        notice
        of the Transfer five business days prior to the effectiveness of the Transfer
        and shall execute an Assignment substantially in the form set forth in
Exhibit
        B,
        a copy
        of which shall be delivered to the Company within 30 days after the date
        of
        execution of such Assignment; 

       

      (b)    such
        Transfer has been registered or is exempt from registration under the Securities
        Act and any applicable state securities laws; and

       

      (c)    the
        Company shall have received from counsel reasonably satisfactory to the Company
        a legal opinion to the effect that such Transfer complies with the Securities
        Act and any applicable state securities laws.

       

      Section
        3.    Adjustment
        of Exercise Price and Number of Shares.
        In
        order to prevent dilution of the rights granted under this Warrant, the Exercise
        Price shall be subject to adjustment from time to time as provided in this
        Section
        3,
        and the
        number of shares of Common Stock issuable upon exercise of this Warrant shall
        be
        subject to adjustment from time to time as provided in this Section
        3.

       

      (a)    Subdivision
        or Combination of Common Stock.
        If the
        Company at any time subdivides (by any stock split, stock dividend,
        recapitalization or otherwise) one or more classes of its outstanding shares
        of
        Common Stock into a greater number of shares, the Exercise Price in effect
        immediately prior to such subdivision shall be proportionately decreased
        and the
        number of shares of Common Stock issuable upon exercise of this Warrant shall
        be
        proportionately increased. If the Company at any time combines (by reverse
        stock
        split or otherwise) one or more classes of its outstanding shares of Common
        Stock into a smaller number of shares, the Exercise Price in effect immediately
        prior to such combination shall be proportionately increased and the number
        of
        shares of Common Stock issuable upon exercise of this Warrant shall be
        proportionately decreased.

       

      (b)    Dividends
        and Stock Repurchases.
        If the
        Company shall declare, pay or distribute dividends upon the Common Stock
        (excluding a dividend referred to in Section
        3(a))
        in any
        calendar year which, in the aggregate, exceed 5% of the Market Price of the
        Common Stock on the date of declaration, then the Exercise Price shall be
        decreased by multiplying the Exercise Price immediately prior to such decrease
        by a fraction, (A) the denominator of which equals the product of (1) the
        Exercise Price immediately prior to such decrease multiplied by (2) the number
        of shares of Common Stock outstanding at such time and (B) the numerator
        of
        which equals the denominator as determined pursuant to clause
        (A)
        above
        minus the amount by which all such dividends for such calendar year, in the
        aggregate, exceed 5% of the Market Price of the Common Stock on such date
        of
        declaration. Any such decrease shall take effect on the record date for the
        dividend. If the Company shall repurchase shares of Common Stock for a per
        share
        consideration which exceeds the Market Price in effect immediately prior
        to the
        first such repurchase, then the Exercise Price shall be adjusted in accordance
        with the foregoing provisions, as if, in lieu of such repurchase, the Company
        had (i) paid a dividend having a fair

       

      
        
          
          

        

        
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        market
          value equal to the fair market value of all property and cash paid for
          such
          repurchased shares and (ii) effected a reverse split of the Common Stock in
          the proportion necessary to reduce the number of shares of Common Stock
          outstanding from (A) the number of shares outstanding immediately prior
          to the
          first such repurchase to (B) the number of shares outstanding immediately
          following all such repurchases.

      

       

      (c)  Minimum
        Adjustment.
        In the
        event that any adjustment made pursuant to this Section
        3
        would
        result in an adjustment to the Exercise Price of less than $0.01 per share
        of
        Common Stock, no such adjustment shall be made and such adjustment shall
        be
        carried forward and shall be made at the time and together with the next
        subsequent adjustment which, together with any adjustments so carried forward,
        shall amount to an adjustment in the Exercise Price of $0.01 or more per
        share
        of Common Stock; provided
        that,
        upon any adjustment of the Exercise Price resulting from (i) the declaration
        of
        a dividend upon, or the making of any distribution in respect of, any securities
        of the Company payable in Common Stock or Convertible Securities or (ii)
        the
        reclassification, by subdivision, combination or otherwise, of the outstanding
        shares of Common Stock into a greater or smaller number of shares, the $0.01
        per
        share number (or such number as last adjusted) shall be proportionately
        adjusted.

       

      (d)  Reorganization,
        Reclassification, Consolidation, Merger or Sale.
        Any
        recapitalization, reorganization, reclassification, consolidation, merger,
        sale
        of all or substantially all of the Company’s assets or other transaction that is
        effected in such a way that holders of Common Stock are entitled to receive
        (either directly or upon subsequent liquidation) stock, securities or assets
        with respect to or in exchange for Common Stock is referred to herein as
        an
“Organic
        Change.”
Prior
        to the consummation of any Organic Change, the Company shall make appropriate
        provision to insure that the Registered Holders shall thereafter have the
        right
        to acquire and receive in lieu of or in addition to (as the case may be)
        the
        shares of Common Stock immediately theretofore issuable upon exercise of
        each
        Warrant, such shares of stock, securities or assets as may be issued or payable
        with respect to or in exchange for the number of shares of Common Stock
        immediately theretofore issuable upon exercise of each Warrant had such Organic
        Change not taken place. In any such case, the Company shall make appropriate
        provision with respect to the Registered Holders’ rights and interests to insure
        that the provisions of this Section 3
        shall
        thereafter be applicable to each Warrant. The Company shall not effect any
        such
        consolidation, merger or sale, unless prior to the consummation thereof,
        the
        successor entity (if other than the Company) resulting from consolidation
        or
        merger or the corporation purchasing such assets assumes by written instrument,
        the obligation to deliver to the Registered Holders such shares of stock,
        securities or assets as, in accordance with the foregoing provisions, the
        Registered Holders may be entitled to acquire. The Company may, at its option,
        satisfy its obligation under this Section
        3(d)
        by
        treating the Organic Change as an exercise in full of the Warrant by the
        Registered Holders pursuant to Section
        l(b)(ii)
        immediately prior to the Organic Change. In such case, the shares of Common
        Stock or other securities issued to a Registered Holder shall not be
        transferable by such Registered Holder, without the written consent of the
        Company, until the third anniversary of the original issuance date of the
        Warrant.

       

      (e)    Notices.

       

      
        
          
          

        

        
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      (i)    Promptly
        upon any adjustment of the Exercise Price, the Company shall give written
        notice
        thereof to the Registered Holders, setting forth in reasonable detail and
        certifying the calculation of such adjustment.

       

      (ii)    The
        Company shall give written notice to the Registered Holders at least 20 days
        prior to the date on which the Company closes its books or takes a record
        (A)
        with respect to any dividend or distribution upon the Common Stock, (B) with
        respect to any pro rata subscription offer to holders of Common Stock or
        (C) for
        determining rights to vote with respect to any Organic Change, dissolution
        or
        liquidation.

       

      (iii)    The
        Company shall also give written notice to the Registered Holders at least
        20
        days prior to the date on which any Organic Change, dissolution or liquidation
        shall take place, if notice was not previously provided pursuant to Section
        3(e)(ii).

       

      Section
        4.    Definitions.
        The
        following terms shall have the meanings set forth herein for the purposes
        of
        this Warrant:

       

      “Commission”
shall
        mean the Securities and Exchange Commission or any other federal agency at
        the
        time administering the Securities Act.

       

      “Common
        Stock”
means,
        collectively, the common stock of the Company. 

       

      “Designated
        Shareholders”
shall
        mean David Neuberg and Howard Slochowsky.

       

      “Exchange
        Act”
shall
        mean the Securities Exchange Act of 1934, as amended, and the rules and
        regulations of the Commission thereunder, all as the same shall be in effect
        at
        the relevant time.

       

      “Market
        Price”
means
        as to any security the closing sales price if such security is listed on
        a
        national securities exchange, or if not, is reported on the NASDAQ National
        Market System, or if there have been no sales on any such exchange or the
        NASDAQ
        National Market System on any day, the average of the highest bid and lowest
        asked prices at the end of such day, or if on any day such security is not
        so
        listed, the average of the representative bid and asked prices quoted in
        the
        NASDAQ System as of 4:00 P.M., New York time, on such day, or if on any day
        such
        security is not quoted in the NASDAQ System, the average of the highest bid
        and
        lowest asked prices on such day in the domestic over-the-counter market as
        reported by the National Quotation Bureau, Incorporated, or any similar
        successor organization, in each such case averaged over the 20 consecutive
        business days prior to the day as of which the “Market
        Price”
is
        being determined; provided
        that, if
        such security is listed on any national securities exchange, the term
“business
        days”
as
        used
        in this sentence means business days on which such exchange is open for trading.
        If at any time such security is not listed on any national securities exchange
        or the NASDAQ National Market System or quoted in the NASDAQ System or the
        domestic over-the-counter market, the “Market Price” shall be the fair value
        thereof (based upon the pro rata ownership interest of the security without
        any
        discount thereto as a minority ownership interest) determined in good faith
        by
        the Company’s Board of Directors (or if the Company at any time shall not have a
        Board of Directors, then such determination shall be made at such time in
        good
        faith jointly by the

       


      
        
          
          

        

        
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      Company’s
        chief executive officer, chief operating officer and chief financial officer),
        which determination may be based upon the most recent bona fide private offering
        of the same class of security by the Company to third parties within the
        six-month period prior to such determination.

       

      The
        terms
“Register,”
        “Registered”
and
        “Registration”
refer
        to a registration effected by preparing and filing a registration statement
        in
        compliance with the Securities Act providing for the sale by the Registered
        Holders of Registrable Shares and the declaration or ordering of the
        effectiveness of such registration statement by the Commission.

       

      “Registrable
        Shares”
shall
        mean the Underlying Shares, except that as to any particular Underlying Shares,
        once issued such securities shall cease to be Registrable Shares when (a)
        a
        registration statement with respect to the sale of such securities shall
        have
        become effective under the Securities Act and such securities shall have
        been
        disposed of in accordance with such registration statement, or (b) the
        Company shall have taken such action in order to permit such securities to
        be
        sold in accordance with Rule 144 (or any successor provision) under the
        Securities Act.

       

      “Registration
        Expenses”
shall
        mean all out-of-pocket expenses (excluding Selling Expenses) incurred by the
        Company in complying with Sections 7
        and
8
        hereof,
        including, without limitation, the following: (a) all registration, filing
        and listing fees; (b) fees and expenses of compliance with federal and
        state securities laws (including, without limitation, reasonable fees and
        disbursements of the Company’s counsel in connection with state securities
        qualifications of the Registrable Shares under the laws of such jurisdictions
        as
        the Registered Holders may reasonably designate); (c) printing (including,
        without limitation, expenses of printing or engraving certificates for the
        Registrable Shares in a form eligible for deposit with The Depository Trust
        Company and otherwise meeting the requirements of any securities exchange
        on
        which they are listed and of printing registration statements and prospectuses),
        messenger, telephone, shipping and delivery expenses; (d) fees and
        disbursements of counsel for the Company; (e) fees and disbursements of all
        independent public accountants of the Company (including without limitation
        the
        expenses of any annual or special audit and “cold comfort” letters required by
        the managing underwriter); (f) Securities Act liability insurance if the
        Company so desires; (g) fees and expenses of other Persons reasonably
        necessary in connection with the registration, including any experts, retained
        by the Company; (h) fees and expenses incurred in connection with the
        listing of the Registrable Shares on each securities exchange on which
        securities of the same class or series are then listed; and (i) fees and
        expenses associated with any filing with the National Association of Securities
        Dealers, Inc. required to be made in connection with the registration
        statement.

       

      “Rule
        144”
shall
        mean Rule 144 promulgated by the Commission under the Securities
        Act.

       

      “Sale”
shall
        mean any offer for sale, sale, assignment, contract of sale, disposition
        of an
        interest in or transfer, grant of a participation in, pledge, exchange of
        shares
        or any

       


      
        
          
          

        

        
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      other
        transfer or disposal (including, without limitation, by way of an Organic
        Change, other than an Organic Change in which all Stockholders are treated
        ratably) of, any shares of Common Stock.

       

      “Securities
        Act”
shall
        mean the Securities Act of 1933, as amended, and the rules and regulations
        of
        the Commission thereunder, all as the same shall be in effect at the relevant
        time.

       

      “Selling
        Expenses”
shall
        mean all underwriting discounts, selling commissions and stock transfer taxes
        applicable to any sale of Registrable Shares.

       

      “Stockholders”
means
        the holders of the shares of Common Stock.

       

      “Underlying
        Shares”
means
        (i) the shares of Common Stock issued or issuable upon exercise of this Warrant
        and (ii) any securities issued or issuable with respect to such shares by
        way of
        any stock split, stock dividend, recapitalization or otherwise.

       

      “Warrants”
means
        all warrants representing portions of the purchase rights represented by
        this
        Warrant held by any Registered Holder. The date the Company initially issues
        this Warrant shall be deemed to be the “Date of Issuance” of all Warrants
        regardless of the number of times new certificates representing the unexpired
        and unexercised purchase rights formerly represented by this Warrant shall
        be
        issued.

       

      Section
        5.    Company
        Representations and Warranties.
        The
        Company represents and warrants to each Registered Holder as
        follows:

       

      (a)  Due
        Organization.
        The
        Company has been duly organized and is validly existing and in good standing
        as
        a limited liability company under the laws of the State of Nevada, and is
        qualified to do business and in good standing in all jurisdictions where
        such
        qualification is necessary to carry on its business as now conducted or as
        proposed by it to be conducted on the date hereof, except where failure to
        so
        qualify would not have a material adverse effect on the financial position
        or
        results of operations of the Company or any adverse effect on the ability
        of the
        Company to carry out its obligations under this Warrant.

       

      (b)  Due
        Authorization.
        The
        Company has full power and authority to issue this Warrant. The execution,
        delivery and issuance by the Company of this Warrant have been duly and validly
        approved by all necessary limited liability company action and no other actions
        or proceedings on the part of the Company are necessary to authorize this
        Warrant. This Warrant constitutes the legal, valid and binding obligation
        of the
        Company, enforceable against the Company in accordance with its terms, except
        as
        such enforceability may be limited by (i) applicable bankruptcy,
        insolvency, moratorium, reorganization or similar laws in effect which affect
        the enforcement of creditors’ rights generally, (ii) general principles of
        equity (regardless of whether a proceeding is considered at law or in equity),
        or (iii) with respect to any rights to indemnity or contribution hereunder,
        by applicable securities laws and public policy considerations.

       

      (c)     
        Capitalization.
        As of
        the date hereof, 33,175,000 shares of Common Stock are currently issued and
        outstanding. Except as contemplated by this Warrant, there are no
        securities

       

      
        
          
          

        

        
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      convertible
        or exchangeable for shares of Common Stock or any rights or options to subscribe
        for or purchase any shares of Common Stock or securities convertible or
        exchangeable for shares of Common Stock other than the Series A Convertible
        Preferred Stock, the Series B Convertible Preferred Stock and 96,000 warrants.
        There are no other outstanding equity shares or membership interests in the
        Company, or any rights or options to subscribe for or purchase any such equity
        shares, or any securities convertible or exchangeable for any such equity
        shares.

       

      (d)  Issuance
        of Shares.
        The
        Common Stock issuable hereunder, when issued in accordance with the provisions
        of this Warrant, will be duly and validly authorized and issued and will
        be
        fully paid and non-assessable. All of the Common Stock to be issued hereunder
        will be issued in compliance with all applicable federal and state securities
        laws.

       

      Section
        6.    No
        Voting Rights; Limitations of Liability.
        This
        Warrant shall not entitle any Registered Holder to any voting rights or other
        rights as a stockholder of the Company. No provision hereof, in the absence
        of
        affirmative action by a Registered Holder to purchase Common Stock, and no
        enumeration herein of the rights or privileges of the Registered Holders
        shall
        give rise to any liability of a Registered Holder for the Exercise Price
        of
        Common Stock issuable upon exercise of this Warrant or as a stockholder or
        other
        security holder of the Company.

       

      Section
        7.    Piggyback
        Registrations; Tag-Along Rights.

       

      (a)  Subject
        to applicable stock exchange rules and securities regulations, the Company
        proposes to register any of its common equity securities or any securities
        convertible into its common equity securities under the Securities Act (other
        than pursuant to (i) a registration on Form S-4 or any successor form, or
        (ii) an offering of securities in connection with an employee benefit, share
        dividend, share ownership or dividend reinvestment plan) and the registration
        form to be used may be used for the registration of Registrable Shares, the
        Company will give prompt written notice to all holders of Registrable Shares
        of
        its intention to effect such a registration (each a “Piggyback
        Notice”)
        and,
        subject to Section
        7(c)
        below,
        the Company will include in such registration all Registrable Shares with
        respect to which the Company has received written requests for inclusion
        therein
        within 15 days after the date of sending the Piggyback Notice (a “Piggyback
        Registration”),
        unless, if the Piggyback Registration is not an underwritten offering, the
        Company in its reasonable judgement determines that, or in the case of an
        underwritten Piggyback Registration, the managing underwriters advise the
        Company in writing that in their opinion, the inclusion of Registrable Shares
        would materially adversely interfere with such offering, materially adversely
        affect the Company’s securities in the public markets, or otherwise materially
        adversely affect the Company. Nothing herein shall affect the right of the
        Company to withdraw any such registration in its sole discretion.

       

      (b)    If
        a
        Piggyback Registration is a primary registration on behalf of the Company
        and,
        if the Piggyback Registration is not an underwritten offering, the Company
        in
        its reasonable judgment determines that, or in the case of an underwritten
        Piggyback Registration, the managing underwriters advise the Company in writing
        that in their opinion, the number of securities requested to be included
        in such
        registration exceeds the number which can be sold in an orderly manner within
        a
        price range acceptable to the Company, the Company will include in

       

      
        
          
          

        

        
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      (b)  such
        registration (i) first, the securities the Company proposes to sell and (ii)
        second, the Registrable Shares requested to be included in such Registration
        and
        any other securities requested to be included in such registration, pro rata
        among the holders of Registrable Shares requesting such registration and
        the
        holders of such other securities on the basis of the number of shares of
        Common
        Stock requested for inclusion in such registration by each such
        holder.

       

      (c)  If
        a
        Piggyback Registration is a secondary registration on behalf of holders of
        the
        Company’s securities other than the holders of Registrable Shares, and, if the
        Piggyback Registration is not an underwritten offering, the Company in its
        reasonable judgment determines that, or in the case of an underwritten Piggyback
        Registration, the managing underwriters advise the Company in writing that
        in
        their opinion, the number of securities requested to be included in such
        registration exceeds the number which can be sold in an orderly manner in
        such
        offering within a price range acceptable to the holders initially requesting
        such registration, the Company will include in such registration the securities
        requested to be included therein by the holders requesting such registration
        and
        the Registrable Shares requested to be included in such registration, pro
        rata
        among the holders of securities requesting such registration on the basis
        of the
        number of shares of Common Stock requested for inclusion in such registration
        by
        each such holder.

       

      (d)  In
        the
        case of an underwritten Piggyback Registration, the Company will have the
        right
        to select the investment banker(s) and manager(s) to administer the offering.
        If
        requested by the underwriters for any underwritten offerings by Registered
        Holders, under a registration requested pursuant to Section
        7(a),
        the
        Company will enter into a customary underwriting agreement with such
        underwriters for such offering, to contain such representations and warranties
        by the Company and such other terms which are customarily contained in
        agreements of this type. The Registered Holders shall be a party to such
        underwriting agreement and may, at their option, require that any or all
        of the
        conditions precedent to the obligations of such underwriters under such
        underwriting agreement be conditions precedent to the obligations of Registered
        Holders. The Registered Holders shall not be required to make any
        representations or warranties to or agreement with the Company or the
        underwriters other than customary representations, warranties or agreements
        regarding the Registered Holders and the Registered Holders’ intended method of
        distribution and any other representations or warranties required by
        law.

       

      (e)    If
        any or
        all of the Designated Shareholders propose to effect a Sale to any person
        (the
“Purchaser”),
        or
        agree to participate with other shareholders in any Sale, of all or less
        than
        all of the Common Stock held by the Designated Shareholders (the “Tag-Along
        Purchase Offer”),
        the
        Designated Shareholders shall offer each and every one of the Registered
        Holders
        and the holders of Common Stock originally issued upon the exercise of Warrants
        the opportunity to sell to the Purchaser the Tag-Along Portion of their Common
        Stock for the same consideration per share and otherwise on the same terms
        and
        conditions (except to the extent set forth in Section
        7(d))
        upon
        which the Designated Shareholders sell their Common Stock; provided
        that the
        Registered Holders or holders of Common Stock originally issued upon the
        exercise of Warrants shall not be required to exercise Warrants or sell shares
        of Common Stock, except simultaneously with the consummation of the Sale
        and
        only to the extent that such shares are to be included in the Sale. The
        Tag-Along Portion shall be the greater of (A) 1000 shares of Common Stock
        or (B) that number of shares of Common Stock issuable to or held by
        such

       

      
        
          
          

        

        
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      (e)  Registered
        Holder or holder which is equal to (x) the total number of shares of Common
        Stock issuable upon the exercise of Warrants held of record by such Registered
        Holder or held of record by a holder of Common Stock originally issued upon
        the
        exercise of Warrants as of the date that the Tag-Along Notice is provided
        in
        accordance with Section
        7(f)
        below
multiplied
        by (y) a
        fraction the numerator of which is the total number of shares of Common Stock
        that the Designated Shareholders propose to sell as set forth in such Tag-Along
        Notice and the denominator of which is the total number of shares of Common
        Stock held directly or indirectly by the Designated Shareholders as of such
        date
        (the “Tag-Along
        Portion”).

       

      (f)    The
        Designated Shareholders shall cause the Tag-Along Purchase Offer described
        in
Section
        7(e)
        above to
        be reduced to writing and shall provide a written notice (the “Tag-Along
        Notice”)
        of the
        Tag-Along Purchase Offer to the Registered Holders and to the holders of
        Common
        Stock originally issued upon the exercise of Warrants. The Tag-Along Notice
        shall contain written notice of the Designated Shareholders’ offer to the
        Registered Holders and to the holders of Common Stock originally issued upon
        the
        exercise of Warrants to sell all or the Tag-Along Portion of their shares
        of
        Common Stock, as the case may be, setting forth the consideration per share
        to
        be paid by the Purchaser and the other terms and conditions of the Tag-Along
        Purchase Offer. No later than 20 days (or such longer period, if applicable,
        as
        would terminate coincidentally with the expiration of any waiting period
        under
        the Hart-Scott-Rodino Antitrust Improvements Act of 1976) after receipt of
        the
        Tag-Along Notice or in a subsequent notice from the Designated Shareholders
        if
        the Designated Shareholders offer the Registered Holders or the holders of
        Common Stock originally issued upon the exercise of Warrants the opportunity
        to
        sell all or the Tag-Along Portion of their Warrants and shares of Common
        Stock,
        each of the Registered Holders or holders who elects to participate in such
        Sale
        shall deliver to the Designated Shareholders Warrants or certificates
        representing all the shares of Common Stock to be sold by such Registered
        Holders or holders, duly endorsed in blank for exercise or transfer, together
        with all other documents required to be executed in connection with such
        Tag-Along Purchase Offer or, if such delivery is not permitted by applicable
        law, an unconditional agreement to deliver such Warrants or shares of Common
        Stock pursuant to this Section
        7(f)
        simultaneously with the consummation of such Tag-Along Purchase Offer against
        delivery to such Registered Holder or holder of the consideration therefor.
        In
        the event that a Registered Holder or a holder of shares of Common Stock
        originally issued upon the exercise of Warrants receives a Tag-Along Notice
        pursuant to this Section
        7(f),
        such
        Registered Holder and such holder agree to use their respective best efforts,
        in
        good faith and in a timely manner, to take, or cause to be taken, all action
        and
        to do, or cause to be done, all things necessary, proper or advisable, under
        applicable laws and regulations (including, without limitation, to ensure
        that
        all appropriate legal and other requirements are met and all consents of
        third
        Persons are obtained), to consummate the proposed transactions contemplated
        by
        this Section
        7(f).
        In the
        event that the Designated Shareholders shall reach a binding agreement to
        effect
        a Tag-Along Purchase Offer pursuant to which the Company shall be merged
        with or
        into, or sell substantially all of its assets to, another person, each
        Registered Holder and each holder of shares of Common Stock originally issued
        upon the exercise of Warrants agrees that, in addition to any of the
        requirements of the immediately preceding sentence, such Registered Holder
        and
        such holder shall vote all of its shares of Common Stock issued upon the
        exercise of Warrants, in favor of the transaction; provided,
        that
        the Registered Holder shall not
        be
        required to exercise the Warrant.

       

      
        
          
          

        

        
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      (g)    If,
        for
        any reason, the Designated Shareholders determine they cannot complete the
        Sale,
        the Designated Shareholders shall return to each Registered Holder and each
        holder of shares of Common Stock all certificates representing Warrants or
        Common Stock that such Registered Holder or holder delivered for Sale pursuant
        hereto together with all other documents delivered pursuant hereto by such
        Registered Holders or holders, and all the restrictions on Sale or other
        disposition contained in this Warrant with respect to Common Stock shall
        again
        be in effect. 

       

      (h)    At
        the
        closing of the Sale pursuant to Sections
        7(e)
        and
(f),
        the
        consideration with respect to the shares of Common Stock of any Registered
        Holder or holder of shares of Common Stock sold pursuant hereto shall be
        paid
        directly to each Registered Holder or holder pursuant to written instructions
        of
        such Registered Holder or holder. The Designated Shareholders shall furnish
        such
        other evidence of the completion and time of completion of such Sale and
        the
        terms thereof as shall be reasonably requested by such Registered Holders
        or
        holders.

       

      (i)    If
        any or
        all of the Designated Shareholders propose to effect a Triggering Purchase
        of
        shares of Common Stock from any other shareholder or shareholders of the
        Company, then the provisions of Section
        7(e),
        (f),
        (g)
        and
(h)
        shall
        apply to such Triggering Purchase as if (x) such Triggering Purchase is
        deemed to be a “Sale”, (y) the Designated Shareholders are deemed to be the
“Purchaser”, and (z) the “Tag-Along Portion” shall mean that number of
        shares of Common Stock issuable to or held by a Registered Holder or holder
        which is equal to (x) the total number of shares of Common Stock issuable
        upon
        the exercise of Warrants held of record by such Registered Holder or held
        of
        record by a holder of Common Stock originally issued upon the exercise of
        Warrants as of the date that the Tag-Along Notice is provided in accordance
        with
Section
        7(f)
        multiplied by (y) a fraction the numerator of which is the total number of
        shares of Common Stock that the Designated Shareholders propose to purchase
        from
        the selling shareholders as set forth in such Tag-Along Notice and the
        denominator of which is the total number of shares of Common Stock held directly
        or indirectly by all shareholders of the Company (other than the Designated
        Shareholders and the holders of Common Stock originally issued upon exercise
        of
        Warrants) as of such date. For purposes hereof, a “Triggering
        Purchase”
shall
        be the purchase by any or all of the Designated Shareholders of not less
        than
        100,000 shares of Common Stock held by any other shareholder or group of
        shareholders of the Company in one transaction or a series of transactions
        within a six-month period. 

       

      (j)    The
        provisions of Section
        7(e),
        (f),
        (g), (h)
        and
(i)
        shall
        cease to apply once the Company becomes a public reporting company under
        the
        Exchange Act; provided,
        however,
        that
        upon the occurrence of any Sale or any Triggering Purchase occurring after
        the
        Company becomes a public reporting company under the Exchange Act, the
        Registered Holders and holders of Common Stock originally issued upon the
        exercise of Warrants shall be entitled to sell to any shareholder of the
        Company
        or any third party, on terms and conditions as may be negotiated by such
        Registered Holders or holders, the Tag-Along Portion of their Common Stock
        during the sixty-day period following the occurrence of such Sale or such
        Triggering Purchase.

       

      Section
        8.    Registration
        Procedures.

       

      
        
          
          

        

        
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      (a)    The
        Company shall promptly notify the Registered Holders of the occurrence of
        the
        following events:

       

      (i)  when
        any
        registration statement relating to the Registrable Shares or post-effective
        amendment thereto filed with the Commission has become effective;

       

      (ii)  the
        issuance by the Commission of any stop order suspending the effectiveness
        of any
        registration statement relating to the Registrable Shares;

       

      (iii)  the
        Company’s receipt of any notification of the suspension of the qualification of
        any Registrable Shares covered by a registration statement for sale in any
        jurisdiction; and

       

      (iv)  the
        existence of any event, fact or circumstance that results in a registration
        statement or prospectus relating to Registrable Shares or any document
        incorporated therein by reference containing an untrue statement of material
        fact or omitting to state a material fact required to be stated therein or
        necessary to make the statements therein not misleading during the distribution
        of securities.

       

      The
        Company agrees to use its commercially reasonable efforts to obtain the
        withdrawal of any order suspending the effectiveness of any such registration
        statement or any state qualification as promptly as possible. Each Registered
        Holder agrees by acquisition of the Registrable Shares that upon receipt
        of any
        notice from the Company of the occurrence of any event of the type described
        in
Section
        8(a)(ii),
        (iii)
        or
(iv)
        to
        immediately discontinue its disposition of Registrable Shares pursuant to
        any
        registration statement relating to such securities until the Registered Holder’s
        receipt of written notice from the Company that such disposition may be
        made.

       

      (b)  The
        Company shall provide to the Registered Holders, at no cost to the Registered
        Holders, a copy of the registration statement and any amendment thereto used
        to
        effect the Registration of the Registrable Shares, each prospectus contained
        in
        such registration statement or post-effective amendment and any amendment
        or
        supplement thereto. The Company consents to the use of each such prospectus
        and
        any supplement thereto by the Registered Holders in connection with the offering
        and sale of the Registrable Shares covered by such registration statement
        or any
        amendment thereto. The Company shall also file a sufficient number of copies
        of
        each prospectus and any post-effective amendment or supplement thereto with
        the
        securities exchange or market on which the Common Stock is then listed so
        as to
        enable the Registered Holders to have the benefits of the prospectus delivery
        provisions of Rule 153 under the Securities Act.

       

      (c)  The
        Company agrees to use its commercially reasonable efforts to cause the
        Registrable Shares covered by a registration statement to be registered with
        or
        approved by such state securities authorities as may be necessary to enable
        the
        Registered Holders to consummate the disposition of such shares pursuant
        to the
        plan of distribution set forth in the registration statement.

       

      (d)    If
        any
        event, fact or circumstance requiring an amendment to a registration statement
        relating to the Registrable Shares or supplement to a prospectus relating
        to
        the

       

      
        
          
          

        

        
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      Registrable
        Shares shall exist, promptly upon becoming aware thereof the Company agrees
        to
        notify the Registered Holders and prepare and furnish to the Registered Holders
        a post-effective amendment to the registration statement or supplement to
        the
        prospectus or any document incorporated therein by reference or file any
        other
        required document so that, as thereafter delivered to the purchasers of the
        Registrable Shares, the prospectus will not contain an untrue statement of
        a
        material fact or omit to state any material fact required to be stated therein
        or necessary to make the statements therein not misleading.

       

      (e)  The
        Company agrees to use its commercially reasonable efforts (including the
        payment
        of any listing fees) to obtain the listing of all Registrable Shares covered
        by
        the registration statement on each securities exchange on which securities
        of
        the same class or series are then listed.

       

      (f)  The
        Company agrees to use its commercially reasonable efforts to comply with
        the
        Securities Act and the Exchange Act in connection with the offer and sale
        of
        Registrable Shares pursuant to a registration statement, and, as soon as
        reasonably practicable following the end of any fiscal year during which
        a
        registration statement effecting a Registration of the Registrable Shares
        shall
        have been effective, to make available to its security holders an earnings
        statement satisfying the provisions of Section 11(a) of the Securities
        Act.

       

      (g)  The
        Company agrees to cooperate with the selling Registered Holders to facilitate
        the timely preparation and delivery of certificates representing Registrable
        Shares to be sold pursuant to a Registration and not bearing any Securities
        Act
        legend; and enable certificates for such Registrable Shares to be issued
        for
        such numbers of shares and registered in such names as the Registered Holders
        may reasonably request at least two business days prior to any sale of
        Registrable Shares.

       

      Section
        9.    Expenses
        of Registration.
        The
        Company shall pay all Registration Expenses incurred in connection with the
        registration, qualification or compliance pursuant to Sections
        7
        and
8
        hereof.
        All Selling Expenses incurred in connection with the sale of Registrable
        Shares
        by any of the Registered Holders shall be borne by the Registered Holder
        selling
        such Registrable Shares. Each Registered Holder shall pay the expenses of
        its
        own counsel.

       

      Section
        10.    Indemnification.

       

      (a)    The
        Company will indemnify each Registered Holder, each Registered Holder’s officers
        and directors, and each person controlling such Registered Holder within
        the
        meaning of Section 15 of the Securities Act, against all expenses, claims,
        losses, damages and liabilities (including reasonable legal fees and expenses),
        arising out of or based on any untrue statement (or alleged untrue statement)
        of
        a material fact contained in any registration statement or prospectus relating
        to the Registrable Shares, or any amendment or supplement thereto, or based
        on
        any omission (or alleged omission) to state therein a material fact required
        to
        be stated therein or necessary to make the statements therein not misleading,
        provided, however, that
        the
        Company will not be liable in any such case to the extent that any such claim,
        loss, damage, liability or expense arises out of or is based on any untrue
        statement or omission or alleged untrue statement or omission, made in reliance
        upon and in conformity with information furnished in writing to the Company
        by
        such Registered Holder for inclusion therein.

       

      
        
          
          

        

        
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      (b)    Each
        Registered Holder will indemnify the Company, each of its directors and each
        of
        its officers who signs the registration statement, each underwriter, if any,
        of
        the Company’s securities covered by such registration statement, and each person
        who controls the Company or such underwriter within the meaning of
        Section 15 of the Securities Act, against all claims, losses, damages and
        liabilities (including reasonable legal fees and expenses) arising out of
        or
        based on any untrue statement (or alleged untrue statement) of a material
        fact
        contained in any such registration statement or prospectus, or any amendment
        or
        supplement thereto, or based on any omission (or alleged omission) to state
        therein a material fact required to be stated therein or necessary to make
        the
        statements therein not misleading, in each case to the extent, but only to
        the
        extent, that such untrue statement (or alleged untrue statement) or omission
        (or
        alleged omission) is made in such registration statement or prospectus, in
        reliance upon and in conformity with information furnished in writing to
        the
        Company by such Registered Holder for inclusion therein.

       

      (c)    Each
        party entitled to indemnification under this Section 10
        (the
“Indemnified
        Party”)
        shall
        give notice to the party required to provide indemnification (the “Indemnifying
        Party”)
        promptly after such Indemnified Party has actual knowledge of any claim as
        to
        which indemnity may be sought, but the omission to so notify the Indemnifying
        Party shall not relieve it from any liability which it may have to the
        Indemnified Party pursuant to the provisions of this Section 10
        except
        to the extent of the actual damages suffered by such delay in notification.
        The
        Indemnifying Party shall assume the defense of such action, including the
        employment of counsel to be chosen by the Indemnifying Party to be reasonably
        satisfactory to the Indemnified Party, and payment of expenses. The Indemnified
        Party shall have the right to employ its own counsel in any such case, but
        the
        legal fees and expenses of such counsel shall be at the expense of the
        Indemnified Party, unless the employment of such counsel shall have been
        authorized in writing by the Indemnifying Party in connection with the defense
        of such action, or the Indemnifying Party shall not have employed counsel
        to
        take charge of the defense of such action or the Indemnified Party shall
        have
        reasonably concluded that there may be defenses available to it or them which
        are different from or additional to those available to the Indemnifying Party
        (in which case the Indemnifying Party shall not have the right to direct
        the
        defense of such action on behalf of the Indemnified Party), in any of which
        events such fees and expenses shall be borne by the Indemnifying Party. No
        Indemnifying Party, in the defense of any such claim or litigation, shall,
        except with the consent of each Indemnified Party, consent to entry of any
        judgment or enter into any settlement which does not include as an unconditional
        term thereof the giving by the claimant or plaintiff to such Indemnified
        Party
        of a release from all liability in respect to such claim or
        litigation.

       

      (d)    In
        no
        event shall any Registered Holder be liable for any expenses, claims, losses,
        damages or liabilities pursuant to this Section 10
        in
        excess of the net proceeds to such Registered Holder of any Registrable Shares
        sold by such Registered Holder.

       

      Section
        11.    Information
        to be Furnished by Registered Holders.
        Each
        Registered Holder shall furnish to the Company such information as the Company
        may reasonably request and as shall be required in connection with the
        Registration and related proceedings referred to in Section 8
        hereof.
        If any Registered Holder fails to provide the Company with such information
        within 15 days of receipt of the Company’s request, the Company’s obligations
        under Section 8
        hereof,
        as applicable, with respect to such Registered Holder or the Registrable
        Shares
        owned by

       

      
        
          
          

        

        
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      such
        Registered Holder shall be suspended until such Registered Holder provides
        such
        information.

       

      Section
        12.    Rule
        144 Sales.

       

      (a)  If
        the
        Company becomes subject to reporting requirements under the Exchange Act,
        the
        Company covenants that it will file the reports required to be filed by the
        Company under the Exchange Act so as to enable any Registered Holder to sell
        Registrable Shares pursuant to Rule 144 under the Securities
        Act.

       

      (b)  In
        connection with any sale, transfer or other disposition by any Registered
        Holder
        of any Registrable Shares pursuant to Rule 144 under the Securities Act,
        the Company shall cooperate with such Registered Holder to facilitate the
        timely
        preparation and delivery of certificates representing Registrable Shares
        to be
        sold, and enable certificates for such Registrable Shares to be for such
        number
        of shares and registered in such names as the selling Registered Holder may
        reasonably request at least two business days prior to any sale of Registrable
        Shares.

       

      Section
        13.    Additional
        Company Covenants.

       

      (a)  The
        Company covenants and agrees that, if at any time while this Warrant is still
        outstanding the Company is no longer subject to reporting requirements under
        the
        Exchange Act, without the prior written consent of the Registered Holders
        representing a majority of the shares of Common Stock issuable upon exercise
        of
        the Warrants then outstanding, the Company will not initiate or participate
        in
        any recapitalization, reorganization, reclassification, consolidation, or
        merger, or a sale of all or any material portion of the Company’s assets (other
        than sales of assets in the ordinary course of business), or any other
        transaction that is similar to the foregoing. 

       

      (b)  The
        Company covenants and agrees that, if at any time while the Company is no
        longer
        subject to reporting requirements under the Exchange Act and this Warrant
        is
        outstanding, it will provide each Registered Holder and each holder of Common
        Stock issued upon exercise of Warrants, at the times and on the terms set
        forth
        below, with the following reports, documents, notices and other
        information:

       

      (i)  as
        soon
        as available, and in any event within thirty (30) days following the end
        of each
        fiscal quarter, quarterly financial statements for the Company, including,
        without limitation, balance sheets, income statements and cash flow results;
        and

       

      (ii)  at
        such
        times and such frequency as any Registered Holder or any holder of Common
        Stock
        issued upon exercise of Warrants (or any of their respective designees) deems
        appropriate, and on reasonable advanced notice, access to the Company’s books
        and records for purposes of examination and inspection.

       

      Section
        14.    Replacement.
        Upon
        receipt of evidence reasonably satisfactory to the Company (an affidavit
        of the
        Registered Holder shall be satisfactory) of the ownership and the loss, theft,
        destruction or mutilation of any certificate evidencing this Warrant, and
        in the
        case of any such loss, theft or destruction, upon receipt of indemnity
        reasonably satisfactory to the Company, or, in the case of any such mutilation
        upon surrender of such certificate, the Company

       

      
        
          
          

        

        
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      shall
        (at
        its expense) execute and deliver in lieu of such certificate a new certificate
        of like kind representing the same rights represented by such lost, stolen,
        destroyed or mutilated certificate and dated the date of such lost, stolen,
        destroyed or mutilated certificate.

       

      Section
        15.    Notices.
        Except
        as otherwise expressly provided herein, any notice, request, instruction
        or
        other document to be given hereunder shall be in writing and shall be deemed
        to
        have been given, (a) when received if given in person or by courier or a
        courier
        service, (b) on the date of transmission if sent before 5:00 p.m. local time
        on
        a business day at the location of delivery (otherwise, it shall be deemed
        received on the next following business day) by telex, facsimile or other
        wire
        transmission, in each case, with electronic confirmation of receipt, or (c)
        three business days (seven business days for overseas mail) after being
        deposited in the U.S. mail, certified or registered mail, postage prepaid,
        addressed (i) to the Company, at its principal executive offices, and (ii)
        to
        any Registered Holder, at such holder’s address as it appears in the records of
        the Company (unless otherwise indicated by any such holder).

       

      Section
        16.    Amendment.
        Except
        as otherwise provided herein, this Warrant may be amended, modified or
        supplemented, but only in a writing executed on behalf of the Company and
        Registered Holders representing a majority of the shares of Common Stock
        issuable upon exercise of the Warrants then outstanding. This Warrant amends,
        restates and replaces in its entirety the Warrant issued by Karat Platinum
        LLC
        to the Registered Holder.

       

      Section
        17.    Waiver.
        Except
        as otherwise provided herein, no waiver of any condition to be satisfied
        by the
        Company or of any breach of any term, covenant, representation or warranty
        of
        the Company contained in this Warrant shall be effective unless the Company
        has
        obtained the written consent of the Registered Holders representing a majority
        of the shares of Common Stock issuable upon exercise of the Warrants then
        outstanding.

       

      Section
        18.    Interpretation.
        The
        headings preceding the text of Sections and paragraphs included in this Warrant
        and the headings to Exhibits attached to this Warrant are for convenience
        only
        and shall not be deemed part of this Warrant or be given any effect in
        interpreting this Warrant. The use of the masculine, feminine or neuter gender
        herein shall not limit any provision of this Warrant. The use of the terms
        “including” or “include” shall in all cases mean “including, without limitation”
or include, without limitation,” respectively. Underscored references to
        Sections or Exhibits shall refer to those portions of this Warrant.

       

      Section
        19.    Governing
        Law.
        THIS
        WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
        THE
        STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
        LAWS.

       

      Section
        20.    Forum
        Selection and Consent to Jurisdiction.
        ANY
        LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
        THIS
        AGREEMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE
        STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR IN THE UNITED STATES DISTRICT
        COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH OF THE PARTIES HEREBY
        EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE
        STATE
        OF NEW YORK LOCATED IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT
        COURT
        FOR THE

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

       

      SOUTHERN
        DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH
        ABOVE.
        EACH OF THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
        EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE
        TO THE
        LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
        TO
        ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
        FORUM.

       

      Section
        21.    Waiver
        of Jury Trial.
        TO THE
        EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE
        ANY AND
        ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
        THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

       


      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be executed and attested
        by its duly authorized officers and to be dated the Date of Issuance
        hereof.

      


       

      SENTRA
        CONSULTING CORP.

       

       

      By: 
        /s/
        David
        Neuberg 
        
          

        

      

      Name: 
        David
        Neuberg

      Title: 
        CEO

       

      Attest:

       

      /s/
        Philip Septimus 
        
          

        

      

      Secretary

      Philip
        Septimus

       

      ACCEPTED
        AND AGREED:

       

      ABN
        AMRO
        BANK N.V.

       

      By: 
        /s/
        Norman Chester 
        
          

        

      

      Name: 
        Norman
        Chester

      Title: 
        Vice
        President

      


      


      By: 
        /s/
        Neil
        J. Bivona 
        
          

        

      

      Name: 
        Neil
        J.
        Bivona

      Title: 
        Senior
        Vice President

       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

         

        Exhibit
          A

      

       

      EXERCISE
        AGREEMENT

       

      
        
          	
                  To:
                    _________________________

                	
                	
                  Dated:
                    _________________________

                	 
	 	 	 	 


        

      

      The
        undersigned, pursuant to the provisions set forth in the attached Warrant
        (Certificate No. 1), hereby subscribes for the purchase of __________ shares
        of
        the Common Stock covered by such Warrant and [makes payment herewith in full
        therefor at the price per share provided by such Warrant] [makes election
        to
        exercise the procedure set forth in Section 1(b)(ii)].

       

      By
        executing this Exercise Agreement, the undersigned (i) acknowledges that
        it has
        read, and agrees to be bound by, Section 2 of such Warrant and (ii) represents
        and warrants that (A) it is acquiring such shares of Common Stock for its
        own
        account and not with a view to or for sale in connection with any public
        distribution thereof within the meaning of the Securities Act of 1933, as
        amended (the “Securities
        Act”),
        (B)
        it understands that such shares of Common Stock have not been registered
        under
        the Securities Act or any state securities laws and cannot be resold without
        registration thereunder or exemption therefrom, (C) it has sufficient knowledge
        and experience in financial and business matters to enable it to evaluate
        the
        merits and risks of an investment in such shares of Common Stock and has
        the
        ability to bear the economic risk of acquiring such shares of Common Stock,
        (D)
        it has been supplied with, or had access to, information to which a reasonable
        investor would attach significance in making investment decisions, including,
        but not limited to, all information as it has requested, to answer all of
        its
        inquiries about the Company, and to enable it to make its decision to acquire
        such shares of Common Stock, (E) it agrees that it will not transfer all
        or any
        portion of such shares of Common Stock unless such transfer has been registered
        or is exempt from registration under the Securities Act and any applicable
        state
        securities laws and (F) it is an “accredited investor,” as such term is defined
        in Regulation D promulgated under the Securities Act.

       

      


      By:
        
        
          

        

      

      Name:

      Title:

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      Exhibit
        B

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, ______________________________ hereby sells, assigns and transfers
        to
        the Assignee set forth below all of the rights of the undersigned under the
        attached Warrant (Certificate No. 1) with respect to the number of shares
        of
        Common Stock set forth below:

       

      

        
          	
                  Name
                    of Assignee

                	 	
                  Address

                	 	
                  No.
                    of Shares

                
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


        

      

       

       

       

      Dated:
        ______________________

      By:
        
        
          

        

      

      Name:

      Title: 

       

      
        
          
          

        

        B-1