Unassociated Document


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED,
      TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND
      LAWS. 

    


     

    PROMISSORY
      NOTE

    


    December
      27, 2007

    


    In
      consideration for a series of loans made and to be made by Bonnie
      Septimus
      and/or
      her designees (the “Payee”) to SENTRA
      CONSULTING CORP., a
      Nevada
      corporation (the “Maker”), of up to an aggregate of One Hundred Thousand Dollars
      and 00/100 ($100,000; the “Principal Amount”), Maker promises to pay the Payee,
      on or before January 31, 2008 (the “Payment Date”), 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 twelve
      percent (12%) 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 principal.

    


    At
      any
      time, Payee shall have the right to convert all or any portion of the
      outstanding Principal Amount and accrued interest thereon into shares of Maker’s
      Series A Convertible Preferred Stock under the terms and provisions as set
      forth
      in the Certificate of Designation for the Series A Convertible Preferred
      Stock.

    


    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.

    


    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 ten 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.    Representations
      of Payee. The
      Payee
      hereby acknowledges, represents and warrants to, and agrees with, the Maker
      as
      follows:

    


    a.    The
      Payee
      is executing the transactions contemplated by this Note, for her own account
      as
      principal, not as a nominee or agent, for investment purposes only, and not
      with
      a view to, or for, resale, distribution, or fractionalization thereof, in whole
      or in part, and no other person has a direct or indirect beneficial interest
      in
      this Note or any portion thereof. Further, the Payee does not have any contract,
      undertaking agreement or arrangement with any person to sell, transfer or grant
      participations to such person or to any third person, with respect to the Note,
      in whole or in part.

    


    b.    The
      Payee
      is executing the transactions contemplated by this Note as a result of, or
      subsequent to, any advertisement, article, notice, or other communication
      published in any newspaper, magazine or similar media or broadcast over
      television or radio, or presented at any seminar or meeting, or any solicitation
      of a subscription by a person other than the officers of the Maker.

    


    c.    Payee
      understands that neither this Note, the Series A Convertible Preferred Stock
      nor
      the shares of common stock of the Maker to which said preferred stock is
      convertible into (any of the Note, said preferred stock or said common stock
      shall hereinafter be referred to as the “Securities”) has been registered under
      the Securities Act of 1933, as amended (the “Securities Act”) or registered or
      qualified under any the securities laws of any state or other jurisdiction,
      and
      is a “restricted security,” and cannot be resold or otherwise transferred unless
      it is registered under the Securities Act, and registered or qualified under
      any
      other applicable securities laws, or an exemption from such registration and
      qualification is available. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    d.    Payee
      is
      an “accredited investor” as that term is defined in Rule 501 of the General
      Rules and Regulations under the Securities Act by reason of Rule
      501(3).

    


    e.    Payee
      is
      (i) experienced in making investments of the kind described herein and related
      documents, (ii) able, by reason of the business and financial experience of
      its
      officers (if an entity) and professional advisors (who are not affiliated with
      or compensated in any way by the Maker or any of its affiliates or selling
      agents), to protect her own interests with respect to the Securities, and (iii)
      able to afford the entire risk of loss of her investment in the
      Securities.

    


    f.    Payee
      has
      the financial ability to bear the economic risk of her investment in the
      Securities, has adequate means for providing for his current needs and personal
      contingencies and has no need for liquidity with respect to any investment
      made
      pursuant to this Note. Payee has such knowledge and experience in financial
      and
      business matters as to be capable of evaluating the merits and risks of the
      prospective investment in the Securities.

    


    g.    Payee
      has
      reviewed or received copies of all reports and other documents filed by Maker
      with the Securities and Exchange Commission and any other documents or
      information requested by Payee.  

    


    h.    Other
      than as set forth herein, Payee is not relying upon any other information,
      representation or warranty by Maker, or any officer, employee, agent or
      affiliate of Maker in determining to invest in the Securities.  Payee has
      consulted, to the extent deemed appropriate by Payee, with the Payee’s own
      advisers as to the financial, tax, legal and related matters concerning the
      transactions contemplated by this Note and on that basis believes that such
      transactions are suitable and appropriate for Payee.

    


    3.    Miscellaneous.

    


    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 against written receipt, by facsimile transmission,
      overnight courier prepaid, or mailed by prepaid first class registered or
      certified mail, postage prepaid, return receipt requested to the respective
      parties at the following addresses (or at such other address for a party as
      shall be specified in a notice given in accordance with this
      Section):

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    If
      to the
      Maker:

    


    Sentra
      Consulting Corp. 

    15
      Hoover
      Street 

    Inwood,
      New York 10096

    Telecopy:
      (516) ___________ 

     

     

    If
      to
      Payee:

    


    Bonnie
      Septimus

    ____________________

    ____________________

    Telecopy:
      (516) ___________ 

    


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

    


    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.

    


    
      	 	
              SENTRA
                CONSULTING CORP.

              


              


              By:
                 /s/
                David Neuberg_____

              Name:
                David Neuberg

              Title:
                President and Chief Executive Officer

               

              


              By:
                 /s/
                Bonnie Septimus___

              Bonnie
                Septimus

            


    

     

    
      
        
        

      

      
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