Unassociated Document


    EXCHANGE
      AGREEMENT

    


    This
      EXCHANGE AGREEMENT (this “Agreement”) dated as of December 21, 2007, by and
      among Sentra Consulting Corp., a Nevada corporation (“Sentra”), Karat Platinum,
      LLC, a New York limited liability company (“Karat”), and each of the holders of
      membership interests of Karat (collectively, the “KP Holders,” and each a “KP
      Holder”).

    


    RECITALS

    


    A. Sentra,
      Karat and all the KP Holders have determined that it is advisable and for the
      respective benefit of Sentra and Karat that Sentra acquire KP. 

    


    B.
       Pursuant
      to the terms and conditions of this Agreement., the KP Holders, who in the
      aggregate own all of the outstanding and issued membership interests of Karat’s
      capital stock (the “KP Membership Interests”), shall exchange the KP Membership
      Interests owned by them for 30,000,000 newly issued restricted shares of common
      stock of Sentra (the “Exchange Shares”). It is intended that the Exchange Shares
      to be issued pursuant hereto will be issued to the KP Holders under Section
      4(2)
      of the Securities Act of 1933, as amended (the “Securities Act”) and shall not
      be registered under the Securities Act or any other relevant laws or
      regulations. 

    


    C.
       The
      parties hereto intend that the transaction described herein qualify as a
      tax-free reorganization under Section 368 of the Internal Revenue Code of 1986,
      as amended (the "Code").

    


    NOW,
      THEREFORE, in consideration of the covenants, promises and representations
      set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, and intending to be legally bound
      hereby, the parties agree as follows: 

    


    ARTICLE
      I

    DEFINITIONS

    


    1.1
       Certain
      Definitions.
      As used
      in this Agreement and the schedules hereto, the following terms have the
      respective meanings set forth below. 

    


    (a)
       "Action"
      means any administrative, regulatory, judicial or other proceeding by or before
      any Governmental Authority or arbitrator. 

    


    (b)
       "Affiliate"
      means, with respect to any Person, any other Person that, directly or
      indirectly, through one or more intermediaries, controls, is controlled by,
      or
      is under common control with, such Person. The term "control" means the
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of a Person, whether through the
      ownership of voting securities, by contract or otherwise, including the ability
      to elect the members of the board of directors or other governing body of a
      Person, and the terms "controlled" and "controlling" have correlative
      meanings.

     

    
      
        
        

      

      
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    (c)
       "Business
      Day" means a day on which banks are open for business in New York, New York.
      

    


    (d)
       "Claims"
      means any and all claims, demands or causes of action, relating to or resulting
      from an Action. 

    


    (e)
       "Contract"
      means any contract, agreement, indenture, deed of trust, license, note, bond,
      mortgage, lease, guarantee and any similar understanding or arrangement, whether
      written or oral. 

    


    (f)
       "Employees"
      means individuals who provide employment or employment-type services to Karat
      as
      of the date hereof, other than any such individuals who cease such employment
      prior to the Closing, but including any such individuals hired after the date
      hereof and prior to the Closing. 

    


    (g)
       "Employee
      Benefit Plan" means any employee benefit plan, program, policy, practices,
      or
      other arrangement providing benefits to any current or former employee, officer
      or director of Karat or any beneficiary or dependent thereof that is sponsored
      or maintained by Karat or contribute or are obligated to contribute, whether
      or
      not written, including without limitation any employee welfare benefit plan
      within the meaning of Section 3(1) of ERISA, any employee pension benefit plan
      within the meaning of Section 3(2) of ERISA (whether or not such plan is subject
      to ERISA) and any bonus, incentive, deferred compensation, vacation, stock
      purchase, stock option, severance, employment, change of control or fringe
      benefit plan, program or policy. 

    


    (h)
       "Employment
      Agreement" means a written Contract or offer letter of Karat with or addressed
      to any Employee or Former Employee pursuant to which Karat shall, directly
      or
      indirectly, have any actual or contingent liability or obligation to provide
      compensation and/or benefits on or after the Closing Date in consideration
      for
      past, present or future services. 

    


    (i)
       "Encumbrances"
      means security interests, liens, Claims, charges, title defects, deficiencies
      or
      exceptions (including, with respect to Real Property, defects, deficiencies
      or
      exceptions in, or relating to, marketability of title, or leases, subleases
      or
      the like affecting title), mortgages, pledges, easements, encroachments,
      restrictions on use, rights of-way, rights of first refusal, conditional sales
      or other title retention agreements, covenants, conditions or other similar
      restrictions (including restrictions on transfer) or other encumbrances of
      any
      nature whatsoever. 

    


    (j)
       "Environmental
      Laws" means all Laws relating to pollution or protection of human health and
      safety or the environment (including ambient air, surface water, groundwater,
      land surface, natural resources or subsurface strata), including all such Laws
      relating to Releases or threatened Releases of Regulated Substances into the
      environment or work place, or otherwise relating to the environmental or worker
      health and safety aspects of manufacturing, processing, distribution,
      importation, use, treatment, storage, disposal, transport or handling of
      Regulated Substances, including, but not limited to, chemical inventories in
      all
      relevant jurisdictions, and all such Laws relating to the registration of
      products of Karat under the Federal Insecticide, Fungicide and Rodenticide
      Act,
      the Food Drug and Cosmetic Act, the Toxic Substances Control Act, the European
      List of Notified Chemical Substances, the European Inventory of Existing
      Commercial Chemical Substances or similar Laws. 

     

    
      
        
        

      

      
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    (k)
       "Environmental
      Permit" means any permit, registration, approval, identification number, license
      or other authorization or filing required under or issued pursuant to any
      applicable Environmental Law. 

    


    (l)
       "ERISA"
      means the Employee Retirement Income Security Act of 1974, as amended.


    


    (m)
       "ERISA
      Affiliate" means any entity which would be aggregated with Karat under Section
      414 of the Code or Section 4001(b) of ERISA. 

    


    (n)
       "Former
      Employee" means individuals who, prior to the Closing, provided employment
      or
      employment-type services to Karat. 

    


    (o)
       "GAAP"
      means United States generally accepted accounting principles. 

    


    (p) "Governmental
      Authority" means any supranational, national, federal, state or local
      government, foreign or domestic, or the government of any political subdivision
      of any of the foregoing, or any entity, authority, agency, ministry or other
      similar body exercising executive, legislative, judicial, regulatory or
      administrative authority or functions of or pertaining to government, including
      any authority or other quasi-governmental entity established by a Governmental
      Authority to perform any of such functions. 

    


    (q)
       "Indebtedness"
      of any Person means, without duplication, (i) all obligations of such Person
      for
      money borrowed; (ii) all obligations of such Person evidenced by notes,
      debentures, bonds or other similar instruments for the payment of which such
      Person is responsible or liable; (iii) all obligations of such Person issued
      or
      assumed for deferred purchase price payments associated with acquisitions,
      divestments or other transactions; (iv) all obligations of such Person under
      leases required to be capitalized in accordance with GAAP, as consistently
      applied by such Person, (v) all obligations of such Person for the reimbursement
      of any obligor on any letter of credit, banker's acceptance, guarantees or
      similar credit transaction, excluding in all cases in clauses (i) through (v)
      current accounts payable, trade payables and accrued liabilities incurred in
      the
      ordinary course of business. 

     

    
      
        
        

      

      
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    (r)
       "IRS"
      means the Internal Revenue Service of the United States of America.


    


    (s)
       "Laws"
      means all United States federal, state or local or foreign laws, constitutions,
      statutes, codes, rules, regulations, ordinances, executive orders, decrees
      or
      edicts by a Governmental Authority having the force of law. 

    


    (t)
       "Leased
      Real Property" means any real property leased or subleased to Karat and set
      forth (and designated as leased) in Schedule
      4.18.
      

    


    (u)
       "Liabilities"
      means any and all debts, liabilities, commitments and obligations, whether
      or
      not fixed, contingent or absolute, matured or unmatured, direct or indirect,
      liquidated or unliquidated, accrued or unaccrued, known or unknown, whether
      or
      not required by GAAP to be reflected in financial statements or disclosed in
      the
      notes thereto. 

    


    (v)
       "Material
      Adverse Effect" means, with respect to a Person, any change, effect, event,
      occurrence or state of facts which would reasonably be expected to be materially
      adverse to the business, operations or financial condition of such Person,
      and
      its Subsidiaries, taken as a whole, or on the ability of such Person to
      consummate the transactions contemplated by this Agreement, other than any
      change, effect, event, occurrence or state of facts (1) that is generally
      applicable in the economy of the United States, (2) that is generally applicable
      in the United States securities markets, (3) generally affecting the industry
      in
      which Karat operates,,(4) arising from or related to an act of international
      terrorism, or (5) relating to the announcement or disclosure of this Agreement
      and the transactions contemplated hereby. 

    


    (w)
       "Person"
      means an individual, partnership, corporation, limited liability company, joint
      stock company, unincorporated organization or association, trust, joint venture
      or Governmental Authority. 

    


    (x)
       "Regulated
      Substances" means any substance which is listed, defined or regulated as a
      pollutant, contaminant, hazardous, dangerous or toxic substance, material or
      waste, or is otherwise classified as hazardous, dangerous or toxic in or
      pursuant to any Environmental Law or which is or contains any explosives, radon,
      radioactive materials, asbestos, urea formaldehyde foam insulation,
      polychlorinated biphenyls, petroleum and petroleum products (including waste
      petroleum and petroleum products) as regulated under any applicable
      Environmental Law. 

    


    (y)
       "Release"
      means any release, spill, emission, discharge, leaking, pumping, injection,
      deposit, disposal, dispersal, leaching or migration into the indoor or outdoor
      environment (including ambient air, surface water, groundwater and surface
      or
      subsurface strata) or into or out of any property, including the movement of
      Regulated Substances through or in the air, soil, surface water, groundwater
      or
      property. 

     

    
      
        
        

      

      
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    (z)
       "Required
      Consents" means, collectively, (1) each consent or novation with respect to
      any
      Contract to which Karat is a party or by which any of its assets are bound
      required to be obtained from the other parties thereto by virtue of the
      execution and delivery of this Agreement or the consummation of the transactions
      contemplated hereby in order to avoid the invalidity of the transfer of such
      Contract, the termination or acceleration thereof, giving rise to any obligation
      to make a payment thereunder or to any increased, additional or guaranteed
      rights of any person thereunder, a breach or default thereunder or any other
      change or modification to the terms thereof, and (2) each registration, filing,
      application, notice, transfer, consent, approval, order, qualification and
      waiver required from any third party or Governmental Authority by virtue of
      the
      execution and delivery of this Agreement or the consummation of the transactions
      contemplated hereby. 

     

    (aa)
       “SEC”
      means the Securities and Exchange Commission.

    


    (bb) "Subsidiaries"
      of any entity means, at any date, any Person (a) the accounts of which would
      be
      consolidated with those of the applicable entity in such entity's consolidated
      financial statements if such financial statements were prepared in accordance
      with GAAP as of such date, or (b) of which securities or other ownership
      interests representing more than 50% of the equity or more than 50% of the
      ordinary voting power or, in the case of a partnership, more than 50% of the
      general partnership interests or more than 50% of the profits or losses of
      which
      are, as of such date, owned, controlled or held by the applicable entity or
      one
      or more subsidiaries of such entity. 

    


    (cc)
       "Tax"
      means any federal, state, local or foreign taxes, including but not limited
      to
      any income, gross receipts, payroll, employment, excise, severance, stamp,
      business, premium, windfall profits, environmental (including taxes under
      section 59A of the Code), capital stock, franchise, profits, withholding, social
      security (or similar), unemployment, disability, real property, personal
      property, sales, use, service, service use, lease, lease use, transfer,
      registration, value added tax, or similar tax, any alternative or add-on minimum
      tax, and any estimated tax, in each case, including any interest, penalty,
      or
      addition thereto, whether disputed or not. 

    


    (dd)
       "Tax
      Benefit" means the Tax effect of any item of loss, deduction or credit or any
      other item (including increases in Tax basis) which decreases Taxes paid or
      required to be paid, including any interest with respect thereto or interest
      that would have been payable but for such item. 

    


    (ee)
       "Tax
      Returns" means all returns, declarations, reports, estimates, information
      returns and statements required to be filed in respect of Taxes. 

    


    (ff)
       "Taxing
      Authority" means any Governmental Authority having jurisdiction over the
      assessment, determination, collection or other imposition of Taxes.


     

    
      
        
        

      

      
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    1.2
       References
      and Title.
      All
      references in this Agreement to articles, sections, subsections and other
      subdivisions refer to the articles, sections, subsections and other subdivisions
      of this Agreement unless expressly provided otherwise. Titles appearing at
      the
      beginning of any section or subdivision are for convenience only and do not
      constitute any part of such subdivisions and shall be disregarded in construing
      the language contained in such subdivisions. The words “this Agreement,” “this
      instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar
      import refer to this Agreement as a whole and not to any particular subdivision
      unless expressly so limited. The phrases “this Section” and “this subsection”
and similar phrases refer only to the sections or subsections hereof in which
      such phrases occur. Pronouns in masculine, feminine and neuter genders shall
      be
      construed to include any other gender, and words in the singular form shall
      be
      construed to include the plural and vice versa, unless the context otherwise
      requires. 

    


    1.3  Independent
      Counsel.
      Each
      party acknowledges that it has reviewed this Agreement and has had the
      opportunity to have it reviewed by legal counsel of its own choosing. Each
      of
      the parties hereto acknowledges that this Agreement has been prepared jointly
      by
      the parties hereto and shall not be strictly construed against any party
      hereto.


    


    ARTICLE
      II

    EXCHANGE;
      ADMINISTRATIVE STOCKHOLDER

    


    2.1
       Exchange.
      Subject
      to the terms and conditions stated herein, at the Closing:

    


    (a)
       the
      KP
      Holders shall assign, transfer, convey, and deliver to Sentra the KP Membership
      Interests and any
      and
      all rights in such membership interests to which they are entitled, and by
      doing
      so will be deemed to have assigned all of their respective right, title and
      interest in and to all such KP Membership Interests to Sentra;
      and


    


    (b)
       in
      exchange for the KP Membership Interests, Sentra shall issue to the KP Holders,
      and the KP Holders shall accept and acquire from Sentra, the Exchange Shares
      (collectively, the “Exchange”). For avoidance of doubt, Sentra will not be
      required to consummate the Exchange unless all, and not less than all, of the
      KP
      Membership Interests are transferred and assigned pursuant to the foregoing
      (or
      less amount as determined in the sole and absolute discretion of Sentra) and
      the
      KP Holders will not be required to consummate the Exchange unless all, and
      not
      less than all, of the Exchange Shares are issued to the KP Holders (unless
      a KP
      Holder does not execute this Agreement or the Lock-Up Letter, in which case
      only
      the pro rata amount of Exchange Shares shall be issued). 

    


    2.2
       Exchange
      Ratio.
      Sentra
      shall issue to each KP Holder the number of shares set forth opposite their
      name
      on Schedule
      2.2
      attached
      hereto. Each issued and outstanding KP Membership Interest shall be converted
      into one (1) share of common stock of Sentra. 

     

    
      
        
        

      

      
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    2.3
       Restrictions
      on Transfer.
      Each KP
      Holder agrees that, during the period commencing on the date hereof and ending
      on the Closing Date, such
      Holder will not, directly or indirectly, offer, sell, assign, transfer, grant
      a
      participation in, pledge, or otherwise dispose or Encumber or agree to dispose
      or Encumber in any manner any of its KP Membership Interests except in
      accordance with the terms of this Agreement. Any
      attempt by a KP Holder to transfer or Encumber any of its KP Membership
      Interests in violation of the terms of this Agreement shall be void and
      ineffective. Karat shall refuse to effect any such attempted transfer or
      Encumbrance in its records or otherwise, and refuse to treat any alleged
      transferee(s) as the holder(s) of such KP Membership Interests.

    


    2.4
      Tax
      Consequences.
      It is
      intended by the parties hereto that the transactions contemplated by this
      Agreement shall constitute a tax-free reorganization within the meaning of
      Section 368 of the Code. The parties hereto adopt this Agreement as a "plan
      of
      reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of
      the
      regulations promulgated under the Code. 

    


    2.5  Appointment
      of Administrative Shareholder.
      Each KP
      Holder hereby irrevocably constitutes and appoints, effective as of the date
      hereof, Gary Jacobs or David Neuberg, acting individually (together with his
      permitted successors, the “Administrative Stockholder”), as the true and lawful
      agent and attorney-in-fact to: (i) enter into any agreement in connection with
      the Exchange and the transactions contemplated by this Agreement, (ii) exercise
      any or all of the powers, authority and discretion conferred on him under this
      Agreement and any such agreement, (iii) sign stock powers and any other
      instruments effecting the transfer of the KP Membership Interests at the Closing
      under the terms and conditions of this Agreement, and to enter into any
      amendments thereto as approved by the Administrative Stockholder, Karat and
      Sentra; (iv) accept delivery of and to submit for exchange and cancellation
      any
      KP Membership Interests, waive or amend any terms and conditions of any
      agreement in connection with the Exchange and any transactions contemplated
      by
      this Agreement, to give and receive notices on such Stockholder’s behalf and to
      be his, her or its exclusive representative with respect to any matter or Claim
      arising with respect to any transaction contemplated by any such agreement,
      including, without limitation, the defense, settlement or compromise of any
      Claim for which any Sentra Indemnitee may be entitled to indemnification, and
      the Administrative Stockholder agrees to act as, and to undertake the duties
      and
      responsibilities of, such agent and attorney-in-fact. 

    


    2.6  Exclusive
      Interface.
      Sentra
      and the other Sentra Indemnitees shall be entitled to deal exclusively with
      the
      Administrative Stockholder on all matters in connection with the Exchange and
      the transactions contemplated herein, and shall be entitled to rely exclusively
      (without further evidence of any kind whatsoever) on any document executed
      or
      purported to be executed on behalf of any KP Holder by the Administrative
      Stockholder, and on any other action taken or purported to be taken on behalf
      of
      any KP Holder by the Administrative Stockholder, as fully binding upon the
      KP
      Holder with respect to the Exchange.

     

    
      
        
        

      

      
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    2.7  Limit
      on Liability.
      The
      Administrative Stockholder shall not be liable to any Person for any action
      taken or not taken by him in good faith or for any mistake of fact or law for
      anything that he may do or refrain from doing in connection with his obligations
      under this Agreement (i) with the consent of KP Holders who, as of the date
      of
      this Agreement, owned a majority of the outstanding shares of the KP Membership
      Interests, or (ii) in the absence of his own gross negligence or willful
      misconduct. Any action taken or not taken pursuant to the advice of counsel
      shall be conclusive evidence of the absence of gross negligence or willful
      misconduct. The KP Holders shall, jointly and severally, indemnify and hold
      the
      Administrative Stockholder harmless from any and all liability and expenses
      that
      may arise out of any action taken or omitted by him as Administrative
      Stockholder in accordance with this Agreement, except such liability and expense
      as may result from the gross negligence or willful misconduct of the
      Administrative Stockholder. 

    


    2.8  Reliance
      on Signatures.
      The
      Administrative Stockholder may rely and shall be protected in relying or
      refraining from acting on any instrument reasonably believed to be genuine
      and
      to have been signed or presented by the proper party or parties. The
      Administrative Stockholder shall not be liable for any other parties’ forgeries,
      fraud or false representations.

    


    2.9  
      Replacement.
      If the
      Administrative Stockholder shall be unable or unwilling to serve in such
      capacity, his successor shall be named by those Persons holding a majority
      of
      the shares of the KP Membership Interests outstanding immediately prior to
      the
      Closing, subject to the approval of Sentra in its reasonable discretion, and
      such successor shall serve and exercise the powers of the Administrative
      Stockholder hereunder. If for any reason there is no Administrative Stockholder
      at any time, all references herein to the Administrative Stockholder shall
      be
      deemed to refer to KP Holders who hold a majority of the KP Membership Interests
      outstanding immediately prior to the Closing.

    


    ARTICLE
      III

    CLOSING

    


    3.1
       Date
      and Location of the Closing.
      Unless
      this Agreement shall have been terminated pursuant to Article IX, the closing
      (the "Closing") of the transactions contemplated hereunder shall take place
      at
      the offices of Karat, 15 Hoover Street, Inwood NY 11096 on or as promptly as
      practicable following satisfaction or waiver of the conditions set forth in
      Sections 8.1 and 8.2, or at such other time and place as is mutually agreed
      in
      writing by the parties hereto. The date of the Closing is referred to herein
      as
      the "Closing Date." 

    


    3.2 Deliveries.
      At the
      Closing, (a) the Administrative Stockholder shall deliver to Sentra, (i) an
      Assignment instrument, in the form attached hereto as Exhibit A, transferring
      all the KP Membership Interests, in proper form for transfer to Sentra, (ii)
      the
      Lock-Up Letter executed by each KP Holder in the form attached hereto as Exhibit
      B and (iii) such other documents as may be required under applicable law or
      requested by Sentra, including without limitation, any Required Consents, as
      listed in Schedule 3.2, whereupon (b) Sentra will deliver to the Administrative
      Stockholder in exchange therefor, certificates evidencing the Exchange Shares
      to
      which each KP Holder is entitled to hereunder in the amounts indicated on
Schedule
      2.2.
      If
      Sentra is not able to deliver the certificates evidencing the Exchange Shares
      at
      Closing, the Company shall accept delivery of an irrevocable instruction letter
      from counsel to Sentra addressed to the transfer agent of Sentra authorizing
      the
      issuance of the Exchange Shares with delivery thereof directly to the
      Administrative Stockholder. The Administrative Stockholder will thereafter
      immediately deliver such certificates to each respective KP Holder. The Exchange
      Shares issued upon the surrender for exchange of the KP Membership Interests
      in
      accordance with the terms hereof shall be deemed to have been issued in full
      satisfaction of all rights of the KP Holders pertaining to such Shares.
      Simultaneous or as soon as practicable following the Closing, Sentra shall
      cause
      the Exchange to be memorialized and disclosed by making all filings or
      recordings required under applicable law. The Administrative Stockholder and
      each of the KP Holders hereby covenant and agree to aid Sentra, as specifically
      requested by Sentra, in preparing and making such filings or recordings, at
      Sentra’s expense. Sentra agrees that the certificates representing the Exchange
      Shares shall be delivered to the Admininstrative Stockholder no later than
      30
      Business Days after Closing.

     

    
      
        
        

      

      
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    3.3  Wholly-Owned
      Subsidiary.
      At and
      after the Closing, the Exchange will have the effects set forth in this
      Agreement, and Karat shall become a wholly-owned subsidiary of Sentra if all
      the
      KP Membership Interests are delivered.

    


    3.4  
      Restrictive Legends.
      Certificates evidencing the Exchange Shares pursuant to this Agreement may
      bear
      one or more of the following legends, including without limitation, any legend
      required by the laws of any jurisdiction in which a KP Holder resides, and
      any
      legend required by any applicable law, including without limitation, any legend
      that will be useful to aid compliance with Regulation D or other regulations
      adopted by the SEC under the Securities Act:

    


    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
      THE
      ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
      UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
      REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID
      EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.”


    


    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF KARAT

    


    As
      an
      inducement to Sentra to enter into this Agreement and to consummate the
      transactions contemplated herein, Karat, David Neuberg, Howard Slochowsky and
      Gary Jacobs, jointly and severally, represent and warrant, to the best of their
      respective knowledge, as of the date of this Agreement and as of the Closing
      Date, to Sentra as follows: 


     

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

     

    
      
        
        

      

      
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    4.2
       Capital
      Structure.
      

    


    (a)
       The
      KP
      Holders own all of the issued and outstanding shares of Karat beneficially
      and
      of record, free and clear of any Encumbrances. There will, as of the Closing,
      be
      no equity interests of Karat issued or outstanding other than the KP Membership
      Interests. Schedule
      2.2
      lists
      all the KP Holders, and no other Person owns, legally or beneficially, any
      equity of Karat. As of the Closing, the KP Holders shall have the sole, absolute
      and unrestricted right, power and capacity to exchange, assign and transfer
      all
      of the KP Membership Interests to Sentra. Upon delivery to Sentra of the
      certificates representing the KP Membership Interests at the Closing, Sentra
      will acquire good and valid title to the KP Membership Interests, free and
      clear
      of any Encumbrances. 

    


    (b)
       All
      of
      the KP Membership Interests are duly authorized, validly issued, fully paid
      and
      nonassessable, and were not issued in violation of any preemptive or similar
      rights. As of the Closing, there shall be no outstanding subscriptions, options,
      warrants, puts, calls, agreements or other rights of any type or other
      securities (a) requiring the issuance, sale, transfer, repurchase, redemption
      or
      other acquisition of any membership interests or other equity interests of
      Karat, other than the warrant issued to ABN Amro Bank N.V., a copy of which
      has
      been reviewed by Sentra, (b) restricting the transfer of any membership
      interests of Karat, or (c) relating to the voting of any membership interests
      of
      Karat. As of the Closing, there shall be no issued or outstanding Indebtedness
      of Karat having the right to vote (or convertible into, or exchangeable for,
      securities having the right to vote), upon the happening of a certain event
      or
      otherwise, on any matters on which the equity holders of Karat may
      vote.

    


    (c) The
      offer
      and sale of the KP Membership Interests to the KP Holders was done in compliance
      with all applicable Laws.

    


    4.3
       Power
      and Authority.
      Karat
      has all requisite power and authority to enter into and deliver this Agreement
      and to consummate the transactions contemplated hereby. The execution, delivery,
      and performance of this Agreement by Karat and the consummation by it of the
      transactions contemplated hereby, and the execution, delivery and performance
      of
      the other agreements, documents and instruments to be executed and delivered
      in
      connection with this Agreement by Karat and the consummation of the transactions
      contemplated thereby, have been duly authorized by all necessary action on
      the
      part of Karat and no other action or corporate proceeding on the part of Karat
      is necessary to authorize the execution, delivery, and performance by Karat
      of
      this Agreement and the consummation of the transactions contemplated hereby.
      This Agreement has been duly executed and delivered by Karat and constitutes
      the
      legal, valid and binding obligation of Karat, enforceable against it in
      accordance with its terms.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    4.4
       Conflicts;
      Consents and Approvals.
      Neither
      the execution and delivery by Karat of this Agreement and the other agreements,
      documents and instruments to be executed and delivered by it in connection
      with
      this Agreement, nor the consummation of the transactions contemplated hereby
      and
      thereby, will: 

    


    (a)
       conflict
      with, or result in a breach of any provision of, the organizational documents
      of
      Karat;

    


    (b)
       violate,
      or conflict with, or result in a breach of any provision of, or constitute
      a
      default (or an event that, with the giving of notice, the passage of time or
      otherwise, would constitute a default) under, or entitle any Person (with the
      giving of notice, the passage of time or otherwise) to terminate, accelerate,
      modify or call a default under, or give rise to any obligation to make a payment
      under, or to any increased, additional or guaranteed rights of any Person under,
      or result in the creation of any Encumbrance upon any of the properties or
      assets of Karat or the KP Membership Interests under any of the terms,
      conditions or provisions of (1) the organizational documents of Karat, (2)
      any
      Contract to which Karat is a party or to which any of its properties or assets
      may be bound, or (3) any permit, registration, approval, license or other
      authorization or filing to which Karat is subject or to which any of its
      properties or assets may be subject; 

    


    (c)
       require
      any Required Consent; or

    


    (d)
       violate
      any order, writ, or injunction, or any decree, or Law applicable to Karat or
      any
      of its properties or assets.

     

    4.5
       Subsidiaries.
      Karat
      does not own, directly or indirectly, nor entered into any agreement,
      arrangement or understanding to purchase or sell any capital stock or other
      equity interests in any Person or is a member of or participant in any Person.
      Karat does not have any Subsidiaries. 

    


    4.6
       No
      Material Adverse Effect.
      Other
      than as disclosed on Schedule 4.6, (a) Karat has (1) maintained its books and
      records in accordance with past accounting practice, and (2) used all reasonable
      commercial efforts to preserve intact the assets and the business organization
      and operations of Karat, to keep available the services of its employees and
      to
      preserve its relationships with customers, suppliers, licensors, licensees,
      contractors and other persons with whom Karat have business relations, (b)
      no
      Material Adverse Effect on Karat has occurred, and (c) there has been no event,
      occurrence or development that has had, or would reasonably be expected to
      have,
      a Material Adverse Effect on the ability of KP Holders or Karat to timely
      consummate the transactions contemplated hereby.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    4.7
       Title
      to Properties.
      Schedule
      4.7
      lists
      all properties and assets of Karat. With
      the
      exception of Intellectual Property, as to which only the representations and
      warranties included in Section 4.10 shall apply, Karat
      has
      good and marketable title to all of its properties and assets, real and
      personal, free and clear of all Encumbrances. All equipment used by Karat is
      generally in good operating condition and repair, and is adequate for the uses
      to which it is being put.

    


    4.8
       Taxes.
      Karat
      has (a) duly and timely filed all Tax Returns relating to Karat that it was
      required to file (taking into account any extensions of the filing deadlines
      which have been validly granted) and ((b) paid all Taxes that are shown thereon
      as owing or that are otherwise due and payable by it. Such filed Tax Returns
      are
      true, correct and complete in all material respects. The charges, accruals
      and
      reserves on the Financial Statements as of September 30, 2007 in respect of
      Taxes for all open fiscal periods are adequate for the payment of all
      Liabilities of Karat for Taxes, and there are no unpaid assessments for
      additional Taxes for any such fiscal period, which are not reflected on the
      Financial Statements as of September 30, 2007.) There are no disputes pending
      or
      threatened as to Taxes payable by Karat. There are no outstanding agreements
      or
      waivers extending the statutory period of limitation applicable to any Taxes
      of
      Karat for any period. Karat (v) has not filed a consent to the application
      of
      Section 341(f) of the Code, (w) has not been a "distributing corporation" or
      a
      "controlled corporation" in a distribution intended to qualify under Section
      355(a) of the Code within the past five years, (x) is not a party to any Tax
      sharing, allocation or indemnification agreement or arrangement, (y) is not
      required to make any adjustments under Section 481(a) of the Code (or any
      similar provision of state, local or foreign Tax law) for any taxable year
      ending after the Closing Date, and (z) has not been a member of an affiliated
      group filing a consolidated, combined or unitary Tax Return or has any liability
      for the Taxes of any Person (other than Karat) under Treasury Regulation
§1.15026 (or any similar provision of state, local or foreign law).


    


    4.9
       Compliance
      with Law.
      Karat
      and each of the officers, managers, directors, employees and agents of Karat,
      to
      the best of their knowledge, has complied in all respects with all Laws
      applicable to Karat and its products and operations. Neither Karat nor any
      KP
      Holders has received any notice from any Governmental Authority that Karat
      has
      been or is being conducted in violation of any applicable Law or that an
      investigation or inquiry into any noncompliance with any applicable Law is
      ongoing, pending or threatened. 

    


    4.10
       Intellectual
      Property.
      

    


    
      	
            	(a)	
              For
                the purposes of this Agreement, the following terms have the following
                definitions:

            


    

    


    “Intellectual
      Property”
shall
      mean any or all of the following and all rights in, arising out of, or
      associated therewith: (i) all patents and applications therefor throughout
      the
      world, and all reissues, divisions, renewals, extensions, provisionals,
      continuations and continuations-in-part thereof; (ii) all inventions (whether
      patentable or not), invention disclosures, improvements, trade secrets,
      proprietary information, know how, technology, technical data and customer
      lists, and all documentation relating to any of the foregoing; (iii) all
      copyrights, copyrights registrations and applications therefor, and all other
      rights corresponding thereto throughout the world; (iv) all industrial designs
      and any registrations and applications therefor throughout the world, (v) all
      trade names, logos, URLs, common law trademarks and service marks, trademark
      and
      service mark registrations and applications therefor throughout the world;
      (vi)
      all databases and data collections and all rights therein throughout the world;
      (vii) all moral and economic rights of authors and inventors, however
      denominated, throughout the world, and (viii) any similar or equivalent rights
      to any of the foregoing anywhere in the world.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    “Registered
      Intellectual Property”
means
      all: (i) registered patents and applications for patent registration (including
      provisional applications); (ii) registered trademarks, applications to register
      trademarks, intent-to-use applications, or other registrations or applications
      related to trademarks; (iii) registered copyrights and applications for
      copyright registration; and (iv) any other Intellectual Property that is the
      subject of an application, certificate, filing, registration or other document
      issued, filed with, or recorded by any state, government or other public legal
      authority.

    


    “Karat
      Intellectual Property”
shall
      mean any Intellectual Property or Registered Intellectual Property that is
      owned
      by, or licensed to Karat. 

    


    
      	
            	(b)	
              Except
                as disclosed on Schedule
                4.10(b),
                no Karat Intellectual Property or product or service of Karat is
                subject
                to any Action or Claim, agreement, or stipulation restricting in
                any
                manner the use, transfer, or licensing thereof by Karat, or which
                may
                affect the validity, use or enforceability of such Karat Intellectual
                Property.

            


    

    


    
      	
            	(c)	
              Schedule
                4.10
                is
                a complete and accurate list or general description of all the Karat
                Intellectual Property and specifies, where applicable, the jurisdictions
                in which each such item of the Registered Intellectual Property has
                been
                issued or registered or in which an application for such issuance
                and
                registration have been filed, including the respective registration
                or
                application numbers. Each item of the Registered Intellectual Property
                is
                subsisting, all necessary registration, maintenance and renewal fees
                currently due in connection with such Registered Intellectual Property
                have been made and all necessary documents, recordations and certificates
                in connection with such Registered Intellectual Property have been
                filed
                with the relevant patent, copyright, trademark or other authorities
                in the
                United States or foreign jurisdictions, as the case may be, for the
                purposes of maintaining such Registered Intellectual
                Property.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    
      	
            	(d)	
              Except
                as disclosed on Schedule 4.10(c), Karat is
                the registered and/or record owner of,
                or
                has license (sufficient for the conduct of its business as currently
                conducted and as proposed to be conducted) to, use each item of the
                Karat
                Intellectual Property free and clear of any Encumbrances (excluding
                licenses and related restrictions).

            


    

    


    
      	
            	(e)	
              Schedule
                4.10
                lists all Contracts to which Karat is a party (i) with respect to
                the
                Karat Intellectual Property licensed or transferred to any Person
                or (ii)
                pursuant to which a Person has licensed or transferred any Intellectual
                Property to Karat.

            


    

    


    
      	
            	(f)	
              All
                Contracts relating to the Karat Intellectual Property are in full
                force
                and effect. The consummation of the transactions contemplated by
                this
                Agreement will neither violate nor result in the breach, modification,
                cancellation, termination, or suspension of such Contracts. Karat
                is in
                compliance with, and has not breached any term of such Contracts
                and, to
                the knowledge of Karat, all other parties to such Contracts are in
                compliance with, and have not breached any term of, such Contracts.
                Following the Closing, Sentra will be permitted to exercise all the
                rights
                of Karat under such Contracts to the same extent Karat would have
                been
                able to had the transactions contemplated by this Agreement not occurred
                and without the payment of any additional amounts or consideration
                other
                than ongoing fees, royalties or payments which Karat would otherwise
                be
                required to pay.

            


    

    


    
      	
            	(g)	
              To
                the best of its knowledge, Karat possesses all the Intellectual Property
                rights necessary to effectuate the business and operations of Karat.
                To
                the best of its knowledge, Karat has not infringed or misappropriated
                any
                Intellectual Property of any third Person or engaged in unfair competition
                or any unlawful trade practice.  Except
                as disclosed on Schedule 4.10(b), Karat has not received notice from
                any
                third party that the operation of the business of Karat, or any act,
                product or service of Karat, infringes or misappropriates the Intellectual
                Property of any third party or constitutes unfair competition or
                trade
                practices under the laws of any jurisdiction. To Karat’s knowledge, no
                Person has infringed or misappropriated or is infringing or
                misappropriating any of the Karat Intellectual
                Property.

            


    

    


    
      	
            	(h)	
              In
                the exercise of its independent business judgment, Karat has taken
                all
                reasonably prudent steps to protect the rights of Karat in its
                confidential information and trade secrets that it wishes to protect
                or
                any trade secrets or confidential information of third parties provided
                to
                Karat, and, without limiting the foregoing, Karat has and enforces
                a
                policy requiring each employee and contractor to execute a proprietary
                information/confidentiality agreement substantially in the form provided
                to Sentra and all current and former employees and contractors of
                Karat
                have executed such an agreement, except where the failure to do so
                is not
                reasonably expected to be material to
                Karat.

            


    

    


    
      
        
        

      

      
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    4.11
       Environmental
      Matters.
      

    


    (a)
       Karat
      is
      in compliance with, and has at all times complied with, all applicable
      Environmental Laws, and there are no facts, circumstances or conditions,
      including requirements of current Environmental Laws that have been adopted
      but
      are not yet effective, for which reserves or accruals would be required under
      GAAP, as consistently applied.

    


    (b)
       Karat
      is
      not subject to any existing, pending, or threatened Action or Claim by any
      Person under any Environmental Laws.

    


    (c)
       
      The
      Environmental Permits that are required for the conduct of Karat’s business are
      valid, in full force and effect and enforceable according to their terms, no
      proceeding is pending or threatened, to revoke, modify or terminate such
      permits, and Karat is in compliance with, and have at all times complied with,
      all such Environmental Permits. 

    


    4.12
       Litigation.
      There
      is no Action pending or threatened against Karat, or any executive officer,
      member, manager or director thereof in each case that (a) relates to Karat,
      its
      assets, or its business other than as set forth on Schedule 4.12, or (b) as
      of
      the date hereof, seeks, or could reasonably be expected, to prohibit or restrain
      the ability of Karat to enter into this Agreement or to timely consummate any
      of
      the transactions contemplated hereby, and there is no reasonable basis for
      any
      such Action. There are no judgments, decrees, agreements, memoranda of
      understanding or orders of any Governmental Authority outstanding against Karat.
      

    


    4.13 Contracts.
      Schedule
      4.13
      contains
      a complete list, as of the date hereof, of all Contracts to which Karat is,
      or
      will be at Closing, a party or bound, or that otherwise relate to its business
      or assets. Karat have made available to Sentra or its representatives correct
      and complete copies of all such Contracts with all amendments thereof. Each
      such
      Contract is, and will at Closing be, valid, binding, and enforceable against
      Karat and the other parties thereto in accordance with its terms, and is, and
      will at Closing be, in full force and effect. Karat is not in default under
      or
      in breach of or is, or as of the Closing will be, otherwise delinquent in
      performance under any such Contract, and no event has occurred, or will as
      of
      the Closing occur, that, with notice or lapse of time, or both, would constitute
      such a default. Each of the other parties thereto has performed in all respects
      all of the obligations required to be performed by it under, and is not in
      default under, any such Contract and no event has occurred that, with notice
      or
      lapse of time, or both, would constitute such a default. Other than as disclosed
      on Schedule 4.13, there are no disputes pending or threatened in writing with
      respect to any such Contracts. Neither Karat nor any other party to any such
      Contract has exercised any option granted to it to terminate or shorten or
      extend the term of such Contract, and Karat has not given notice or received
      notice to such effect. All of such Contracts will continue to be valid, binding,
      enforceable and in full force and effect on substantially identical terms
      following the consummation of the transactions contemplated hereby.


     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    4.14
       Employee
      Benefit Plans.
      

    


    (a)
       As
      of the
      Closing, Karat will not sponsor, maintain, contribute to, or have any Liability
      under, for or with respect to, any Employee Benefit Plans (including
      multiemployer plans) or any Employment Agreements other than listed on Schedule
      4.14. From and after the Closing, Sentra will not directly or indirectly have
      or
      incur any Liabilities, whether by virtue of the transactions contemplated by
      this Agreement or otherwise, with respect to or in connection with (i) any
      Employee Benefit Plans or any Employment Agreements; and (ii) the Employees
      or
      any other individuals who do or did at any time provide employment or
      employment-type services for or with respect to Karat, which arose or were
      incurred at any time prior to the Closing. 

    


    (b)
       There
      does not now exist, nor do any circumstances exist that could result in, any
      liability to Karat or its Affiliates following the Closing with respect to
      the
      Employee Benefit Plans, other than as set forth on Schedule 4.14. 

    


    (c)
       Karat
      has
      no liability for life, health, medical or other welfare benefits to Former
      Employees or beneficiaries or dependents thereof. 

    


    (d)
       Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will (either alone or in conjunction with
      any
      other event) result in, cause the accelerated vesting, funding or delivery
      of,
      or increase the amount or value of, any payment or benefit to any employee,
      member, manager, officer or director of Karat, or result in any limitation
      on
      the right of Karat to amend, merge, terminate or receive a reversion of assets
      from any Employee Benefit Plan or related trust or any Employment Agreement
      or
      related trust. Without limiting the generality of the foregoing, no amount
      paid
      or payable (whether in cash, in property, or in the form of benefits) by Karat
      in connection with the transactions contemplated hereby (either solely as a
      result thereof or as a result of such transactions in conjunction with any
      other
      event) will be an "excess parachute payment" within the meaning of Section
      280G
      of the Code. 

    


    (e)
       None
      of
      the KP Holders or its ERISA Affiliates nor any other Person, including any
      fiduciary, has engaged in any "prohibited transaction" (as defined in Section
      4975 of the Code or Section 406 of ERISA), which could subject any of the
      Employee Benefit Plans or their related trusts, the KP Holders or its ERISA
      Affiliates, or any person that the KP Holders or Karat has an obligation to
      indemnify, to any tax or penalty imposed under Section 4975 of the Code or
      Section 502 of ERISA. 

    


    (f)
       There
      are
      no pending or threatened Claims, lawsuits or arbitrations which have been
      asserted or instituted, and no set of circumstances exists which may reasonably
      give rise to a claim or lawsuit, against the Plans, any fiduciaries thereof
      with
      respect to their duties to the Plans or the assets of any of the trusts under
      any of the Plans which could reasonably be expected to result in any liability
      of the KP Holders or Karat to the Pension Benefit Guaranty Corporation, the
      Department of Treasury, the Department of Labor, any Multiemployer Plan, any
      Plan, any participant in a Plan, or any other party.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    4.15
      Labor
      and Employment Matters.

    


    (a)
       There
      are
      no collective bargaining agreements, union contracts or similar agreements
      or
      arrangements in effect that cover any Employee or Former Employee (each, a
      "Collective Bargaining Agreement"). With respect to any Employee, (a) there
      is
      no labor strike, dispute, slowdown, lockout or stoppage pending or threatened
      against Karat or with respect to any Employees, and Karat has not experienced
      any labor strike, dispute, slowdown, lockout or stoppage; (b) there is no unfair
      labor practice charge or complaint against Karat or threatened before the
      National Labor Relations Board or before any similar state or foreign agency;
      (c) there is no grievance or arbitration arising out of any Collective
      Bargaining Agreement or other grievance procedure; and (d) no charges are
      pending before the Equal Employment Opportunity Commission or any other agency
      responsible for the prevention of unlawful employment practices. 

    


    (b)
       Karat
      is
      in compliance in all respects with all Laws, regulations and orders relating
      to
      the employment of labor, including all such Laws, regulations and orders
      relating to wages, hours, and any similar state or local "mass layoff" or "plant
      closing" Law, collective bargaining, discrimination, civil rights, safety and
      health, workers' compensation and the collection and payment of withholding
      and/or social security taxes and any similar tax. 

     

    4.16
      Financial
      Statements.

    


    (a)
       Schedule
      4.16
      contains
      true, correct and complete copies of the audited financial statements of Karat
      for the years ended as of March 31, 2007 and as of March 31, 2006 and reviewed
      financial statements of Karat for the six-month period ended as of September
      30,
      2007. Such financial statements (the "Financial Statements") present fairly
      the
      financial condition of Karat as of the dates thereof and its consolidated
      statements of operations and deficit and cash flows for the periods then ended
      and have been prepared in accordance with GAAP applied on a consistent basis
      and
      in conformity with all applicable rules and regulations of the SEC.


    


    (b)
       Except
      (i) as disclosed or reserved against in the balance sheet portion of the
      Financial Statements or (ii) as incurred after such date without violation
      of
      Section 7.3, to the best of its knowledge Karat, its business, and its assets
      are not subject to any Liabilities. 

    


    (d)
       Since
      September 30, 2007, there has been no Material Adverse Change in the business,
      operations or financial condition of Karat or any event, condition or
      contingency that could reasonably be expected to result in such a Material
      Adverse Effect with respect to Karat or its business other than as set forth
      on
      Schedule 4.16.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    4.17 Permits;
      Compliance.
       
      Karat is
      in possession of all franchises, grants, authorizations, licenses, permits,
      easements, variances, exemptions, consents, certificates, approvals and orders
      necessary to own, lease and operate its properties and assets and to carry
      on
      its business as it is now being conducted and as it will be conducted through
      to
      the Closing (collectively, the "Permits"). There is no Action pending, or
      threatened, regarding any of the Permits and each such Permit is in full force
      and effect. Karat is not in conflict with, or in material default (or would
      be
      in default with the giving of notice, the passage of time, or both) with, or
      in
      violation of, any of the Permits. 

    


    4.18
       Real
      Estate.
      

    


    (a)
       Schedule
      4.18
      sets
      forth a list, complete and accurate in all respects, of all real property that
      is, as of the date hereof, and will be as of the Closing, owned, leased, or
      subleased to Karat. Karat has provided Sentra with true and correct copies
      of
      all leases for the Leased Real Property. 

    


    (b)
       Each
      Real
      Property Lease is and will be at the Closing valid, binding and enforceable
      against Karat and, to the KP Holders’ knowledge, the other parties thereto in
      accordance with its terms, and is in full force and effect. 

    


    (c)
       As
      of the
      Closing, Karat will not be in default under, in breach of or otherwise
      delinquent in performance under any Real Property Lease and, no event has
      occurred, or as of the Closing will occur, which, with due notice or lapse
      of
      time, or both, would constitute such a default.

    


    (d) There
      are
      no leases or subleases to which Karat will be a party or bound at Closing,
      as
      lessor, and third parties, as lessees, with respect to any of the Real Property,
      except as disclosed in Schedule
      4.18.
      

    


    (e)
       There
      does not exist any actual, threatened or contemplated condemnation or eminent
      domain proceedings that affect any Leased Real Property. 

    


    (f)
       The
      current use and occupancy of the Leased Real Property and the improvements
      located thereon are not in violation of any material recorded covenants,
      conditions, restrictions, reservations, easements or agreements affecting the
      Leased Real Property. 

    


    (g)
       No
      part
      of any improvement located on the Leased Real Property which is material to
      its
      operation is dependent for its access, operation or utility on any land,
      building or other improvements not included in the Real Property, and all the
      Leased Real Property has sufficient access to public roads. 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    4.19
       Intercompany
      Services.
      Other
      than as set forth on Schedule 4.19, There are no Contracts pursuant to which
      any
      goods, services, materials or supplies are provided (a) by Karat, on the one
      hand, to the KP Holders or their Affiliates (other than Karat), on the other
      hand, or (b) by the KP Holders or any of its Affiliates (other than Karat),
      on
      the one hand, to Karat, on the other hand. 

    


    4.20
      Guaranties.
      Karat
      is not directly or indirectly (a) liable, by guarantee or otherwise, upon or
      with respect to, (b) obligated to provide funds with respect to, or to guarantee
      or assume, any Indebtedness or other obligation of any Person. 

    


    4.21 Full
      Disclosure.
      No
      representation or warranty of Karat or the KP Holders in this Agreement omits
      to
      state a material fact necessary to make the statements herein, in light of
      the
      circumstances in which they were made, not misleading. There is no fact known
      to
      Karat or the KP Holders that has specific application to Sentra and that
      materially adversely affects or, as far as can be reasonably foreseen,
      materially threatens, the assets, business, prospects, financial condition,
      or
      results of operations of Karat that has not been set forth in this
      Agreement.

    


    Any
      representations made herein “to the best of the knowledge” or words of similar
      import shall mean the knowledge of David Neuberg, Howard Slochowsky or Gary
      Jacobs.

    


    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF THE KP HOLDERS

    


    As
      an
      inducement to Sentra to enter into this Agreement and to consummate the
      transactions contemplated herein, each KP Holder, severally and not jointly,
      represent and warrant, as of the date of this Agreement and as of the Closing
      Date, to Sentra as follows:

    


    
      	5.1  	
               Authority.
                The KP Holder has the right, power, authority and capacity to execute
                and
                deliver this Agreement to which it is or will become a party, to
                consummate the Exchange and the other transactions contemplated hereby
                and
                thereby and to perform its respective obligations under this Agreement
                to
                which it is or will become a party. This Agreement has been duly
                authorized, executed and delivered by it and is enforceable against
                it in
                accordance with the terms hereof. It has all authorizations and consents
                necessary for the execution and delivery of this Agreement, and for
                the
                performance of its obligations hereunder. If such Holder is not a
                natural
                Person, it is and at the Closing will be duly organized, validly
                existing
                and in good standing under the laws of the jurisdiction of its
                organization with corporate power and authority to own, lease and
                operate
                its properties and to conduct its business. This Agreement constitutes
                the
                legal, valid and binding obligations of the respective KP Holder,
                enforceable against such holder in accordance with the terms
                hereof.

            


    

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	5.2  	
              Ownership.
                The KP Holder has, and at the Closing will have, (i) good and marketable
                title to all the KP Membership Interests listed beside its name in
                Schedule
                2.2
                (as to the applicable Holder, the “Applicable Securities”), free and clear
                of all Encumbrances, and (ii) full legal right and power to sell,
                transfer
                and deliver the Applicable Securities to Sentra in accordance with
                this
                Agreement. The Applicable Securities are the only securities of Karat
                held
                by the KP Holder. Upon delivery of the Applicable Securities to be
                exchanged by it to Sentra in accordance with this Agreement, Sentra
                will
                receive good and marketable title to all the Applicable Securities,
                free
                and clear of all Encumbrances.

            


    

    


    
      	5.3  	
              Taxes.
                As
                of the Closing there are no Taxes that are required to be paid in
                connection with the exchange and transfer of the KP Membership Interests
                to Sentra; all Laws imposing such Taxes will have been fully complied
                with.

            


    

    


    
      	5.4  	
              No
                Conflict.
                None
                of the execution, delivery or performance of this Agreement to which
                the
                KP Holder is or will become a party, and the consummation of the
                Exchange
                by such Holder conflicts or will conflict with or results or will
                result
                in any breach or violation of any of the terms or provisions of,
                or
                constitute a default under, or result in the creation or imposition
                of any
                Encumbrance upon, any of its properties or assets pursuant to (i)
                the
                terms of its organizational documents; (ii) the terms of any Contract
                to
                which it is a party or by which it is bound or to which any of its
                properties is subject, which conflict, breach, violation or default
                would
                adversely affect the Holder's ability to perform its obligations
                hereunder; (iii) any statute, rule or regulation of any Governmental
                Authority having jurisdiction over it or any of its activities or
                properties; or (iv) the terms of any order of any arbitrator or any
                Governmental Authority having such
                jurisdiction.

            


    

    


    
      	5.5  	
              No
                Consent.
                No
                consent, approval, authorization or order of, or any filing or declaration
                with any Governmental Authority or any other Person is required for
                the
                consummation by the KP Holder of any of the transactions on its part
                contemplated under this Agreement.

            


    

    


    
      	5.6  	
              Investment.
                The KP Holder is acquiring the Exchange Shares for investment, for
                such
                Stockholder’s own account as principal, not as a nominee or agent and not
                with a view to, or for, resale, distribution or fractionalization
                thereof
                in whole or in part. No other person has a direct or indirect interest
                in
                the Exchange Shares to be received by the KP Holder. Further, the
                KP
                Holder does not have any contract, undertaking, agreement or arrangement
                with any person to sell, transfer or grant participations to any
                third
                person with respect to the Exchange Shares or any portion thereof
                to which
                the KP Holder is receiving. 

            


    

    


    
      	5.7  	
              No
                Liquidity.
                The KP Holder acknowledges that the Exchange Shares delivered pursuant
                to
                the Exchange will not be registered under the Securities Act and
                may only
                be transferred if the shares are registered or if an applicable exemption
                exists for the transfer under securities Laws. The Stockholder understands
                and acknowledges that the offering of the Exchange Shares pursuant
                to this
                Agreement is made on the basis of an exemption from registration
                pursuant
                to Section 4(2) and/or Section 3(b) of the Securities Act and Regulation
                D
                thereunder and that Sentra's reliance upon such exemption is predicated
                upon such Stockholder's representations as set forth in this Agreement.
                The Stockholder acknowledges that due to this lack of registration
                as well
                as the provisions of the Lock-Up Agreement to which the KP Holder
                is
                bound, there may not be a market for the Exchange Shares. Accordingly,
                the
                KP Holder has the financial ability to bear the economic risk of
                the
                exchange, has adequate means for providing for its current needs
                and
                personal contingencies and has no need for liquidity with respect
                to the
                Exchange Shares.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	5.8  	
              Experience;
                Information.
                The
                KP Holder represents that: (a) it has such knowledge and experience
                in
                financial and business matters as to be capable of evaluating the
                merits
                and risks of its prospective investment in the Exchange Shares or
                is able,
                by reason of the business and financial experience of its advisors
                to
                protect its interests in connection with the Exchange contemplated
                herein;
                and (b) it has received all the information it has requested from
                either
                the Company or Sentra and considers necessary or appropriate for
                deciding
                whether to obtain the Exchange Shares, including without limitation,
                the
                draft of the Current Report on Form 8-K to be filed by Sentra upon
                the
                Closing which includes, among other information, risk factors with
                respect
                to the Company as well as certain financial information of the Company.
                Moreover, the KP Holder has been provided an opportunity for a reasonable
                period of time prior to the date hereof to obtain additional information
                about the Company, Sentra and the transactions contemplated hereby
                and all
                other information it has requested. The KP Holder is not relying
                on the
                Company, Sentra or its respective affiliates or agents with respect
                to the
                economic considerations involved in this transaction but has relied
                solely
                on its own advisors. The KP Holder further understands that an investment
                in the Exchange Shares is a speculative investment which involves
                a high
                degree of risk and the potential loss of its entire
                investment.

            


    

    


    
      	5.9  	
              Agreements
                Regarding Membership Interests.
                There are no voting trusts or other Contracts or understandings to
                which
                the KP Holder is a party with respect to the transfer, Encumbrance,
                voting
                or registration of any the KP Membership Interests and there are
                no
                Contracts relating to the issuance, sale or transfer of any equity
                securities or other securities of Karat.


            


    

    


    ARTICLE
      VI

    REPRESENTATIONS
      AND WARRANTIES OF SENTRA

    


    As
      an
      inducement to the KP Holders and Karat to enter into this Agreement and to
      consummate the transactions contemplated herein, Sentra represents and warrants,
      as of the date of this Agreement and as of the Closing Date, to the KP Holders
      and Karat as follows:

    


    6.1 Organization.
      Sentra
      is a corporation duly organized, validly existing, and in good standing under
      the laws of the State of Nevada. Sentra has all requisite power to own, operate
      and lease its business and assets and carry on its business as the same is
      now
      being conducted. 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    6.2
       Corporate
      Power and Authority.
      Sentra
      has all requisite corporate power and authority to enter into and deliver this
      Agreement and to consummate the transactions contemplated hereby. The execution,
      delivery, and performance of this Agreement by Sentra and the consummation
      of
      the transactions contemplated hereby, have been duly authorized by all necessary
      action and no other corporate action or corporate proceeding on the part of
      Sentra is necessary to authorize the execution, delivery, and performance by
      Sentra of this Agreement and the consummation by Sentra of the transactions
      contemplated hereby. This Agreement has been duly executed and delivered by
      Sentra and constitutes the legal, valid and binding obligation of Sentra,
      enforceable against Sentra in accordance with its terms.

    


    6.3
       Conflicts;
      Consents and Approvals.
      Neither
      the execution and delivery by the Sentra of this Agreement and the other
      agreements, documents and instruments to be executed and delivered by any of
      them in connection with this Agreement, nor the consummation of the transactions
      contemplated hereby and thereby, will: 

    


    (a)
       conflict
      with, or result in a breach of any provision of, the organizational documents
      of
      Sentra;

    


    (b)
       violate,
      or conflict with, or result in a breach of any provision of, or constitute
      a
      default (or an event that, with the giving of notice, the passage of time or
      otherwise, would constitute a default) under, or entitle any Person (with the
      giving of notice, the passage of time or otherwise) to terminate, accelerate,
      modify or call a default under, or give rise to any obligation to make a payment
      under, or to any increased, additional or guaranteed rights of any Person under,
      or result in the creation of any Encumbrance upon any of the properties or
      assets of Sentra or the Exchange Shares under any of the terms, conditions
      or
      provisions of (1) the organizational documents of Sentra, (2) any Contract
      to
      which Sentra is a party or to which any of their respective properties or assets
      may be bound which, if so affected, would either have a Material Adverse Effect
      or be reasonably likely to prevent the consummation of the transactions
      contemplated herein, or (3) any permit, registration, approval, license or
      other
      authorization or filing to which Sentra is subject or to which any of its
      properties or assets may be subject; 

    


    (c)
       require
      any action, consent or approval of any non-governmental third party;


    


    (d)
       violate
      any order, writ, or injunction, or any material decree, or material Law
      applicable to Sentra or any of its, business, properties, or assets;
      or

     

    (e)
       require
      any action, consent or approval of, or review by, or registration or filing
      by
      Sentra with any Governmental Authority.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    6.4
       Exchange
      Shares.
      As of
      the Closing, all of the Exchange Shares shall be duly authorized, validly
      issued, fully paid and nonassessable, and not issued in violation of any
      preemptive or similar rights. Upon delivery to the Administrative Stockholder
      of
      the certificates representing the Exchange Shares at the Closing, the KP Holders
      will acquire good and valid title to such shares, free and clear of any
      Encumbrances, other than restrictions under applicable securities
      laws.

    


    6.5
       SEC
      Documents.
      Sentra
      has timely filed all reports, schedules, forms, statements and other documents
      required to be filed by it with the SEC pursuant to the reporting requirements
      of the Exchange Act (all of the foregoing filed prior to the date hereof and
      all
      exhibits included therein and financial statements and schedules thereto and
      documents (other than exhibits to such documents) incorporated by reference
      therein, being hereinafter referred to herein as the “SEC Documents”). As of
      their respective dates, the SEC Documents complied in all material respects
      with
      the requirements of the Securities Act and the Securities Exchange Act of 1934,
      as applicable, and none of the SEC Documents, when filed, contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading. Since
      the
      date of the last filed SEC Document, there has been no event, occurrence or
      development that has had or that could reasonably be expected to result in
      a
      material adverse effect on Sentra or on Sentra’s ability to consummate the
      transactions contemplated hereby.  

     

    ARTICLE
      VII

    ADDITIONAL
      AGREEMENTS AND COVENANTS

    


    7.1
       Access
      and Information.
      Prior
      to the Closing, except to the extent prohibited by applicable Law, Sentra,
      on
      one hand, and the KP Holders and Karat, on the other hand, shall permit
      representatives of the other to have reasonable access during normal business
      hours and upon reasonable notice to all premises, properties, personnel, books,
      records, Contracts, commitments, reports of examination and documents of or
      pertaining to, as may be necessary to permit the other to, at its sole expense,
      make, or cause to be made, such investigations thereof as the other reasonably
      deems necessary or advisable in connection with the consummation of the
      transactions contemplated by this Agreement, and Sentra, Karat, and the KP
      Holders shall reasonably cooperate with any such investigations. No
      investigation by a party or its representatives or advisors prior to or after
      the date of this Agreement (including any information obtained by a party
      pursuant to this Section 7.1) shall diminish, obviate or cure any breach of
      any
      representation, warranty, covenant or agreement contained in this Agreement
      nor
      shall the conduct or completion of any such investigation be a condition to
      any
      of such party's obligations under this Agreement. 

    


    7.2
       Confidentiality.
      Each of
      the parties shall use reasonable efforts to cause their respective Affiliates,
      officers, directors, employees, auditors, attorneys, consultants, advisors
      and
      agents, to treat as confidential and hold in strict confidence, unless compelled
      to disclose by judicial or administrative process or, in the opinion of its
      counsel, by other requirements of Law, and after prior written notice to the
      other parties, all confidential information of Sentra or Karat, as the case
      may
      be, that is made available in connection with this Agreement, and will not
      release or disclose such confidential information to any other Person, except
      their respective auditors, attorneys, financial advisors and other consultants,
      agents, and advisors in connection with this Agreement. If the Closing does
      not
      occur (a) such confidence shall be maintained by the Parties and each Party
      shall use reasonable efforts to cause its officers, directors, Affiliates and
      such other Persons to maintain such confidence, except to the extent such
      information comes into the public domain (other than as a result of an action
      by
      such Party, its officers, directors or such other Persons in contravention
      of
      this Agreement), and (b) upon the request of any Party, the other Party shall
      promptly return to the requesting Party any written materials remaining in
      its
      possession, which materials it has received from the requesting Party or its
      representatives, together with any analyses or other written materials based
      upon the materials provided.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    7.3 Conduct
      of Business.
      From
      and after the date hereof until the Closing, except as otherwise expressly
      contemplated by this Agreement, Karat shall:

    


    (a)
       use
      reasonable commercial efforts to preserve its business, operations, physical
      facilities, working conditions and its business relationships with customers,
      suppliers, licensors, licensees, contractors and other persons with whom it
      has
      significant business relations; 

    


    (b)
       not
      knowingly take any action that would cause the representations and warranties
      contained herein to be untrue in any respect. 

    


    (c)
       not
      amend
      its Articles of Organization or Operating Agreement (or other similar governing
      instrument);

    


    (d)
       not
      split, combine or reclassify any shares of its membership interests, declare,
      set aside or pay any dividend or other distribution (whether in cash, stock
      or
      property or any combination thereof) in respect of its equity interests, make
      any other actual or constructive distribution in respect of its interests stock
      or otherwise make any payments to holders in their capacity as such, or redeem
      or otherwise acquire any of its securities or any other securities;

    


    (e)
       not
      adopt
      a plan of complete or partial liquidation, dissolution, merger, consolidation,
      restructuring, recapitalization or other reorganization or otherwise permit
      its
      corporate existence to be suspended, lapsed or revoked; 

    


    (f)
       not
      create or form any Subsidiary;

    


    (g)
       not
      (1)
      incur or assume any Liability in excess of $100,000, other than the borrowings
      by Karat from Sentra; (2) assume, guarantee, endorse or otherwise become liable
      or responsible (whether directly, contingently or otherwise) for the obligations
      of any other Person; (3) make any loans, advances or capital contributions
      to or
      investments in any other Person; nor (4) pledge or otherwise Encumber its
      membership interests; 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    (h)
       not
      acquire, sell, lease, license, transfer or otherwise dispose of any assets
      in
      any single transaction or series of related transactions having a fair market
      value in excess of $10,000 in the aggregate other than transactions listed
      on
      Schedule 7.3(h)or that are otherwise material to it other than sales of its
      products in the ordinary course of business; 

    


    (i)
       not
      (1)
      acquire (by merger, consolidation or acquisition of stock or assets) any
      corporation, partnership or other entity or division thereof or any equity
      interest therein; (2) amend, modify, waive or terminate any right under any
      material contract in any material way; nor (3) authorize any new capital
      expenditure or expenditures that individually is in excess of $10,000 or in
      the
      aggregate are in excess of $30,000; 

    


    (j)
       not
      enter
      into any Contract other than in the ordinary course of business; or

    


    (k)
       not
      make
      any change with respect to the compensation or benefits of any officer, director
      or Employee or Former Employee. 

    


    From
      and
      after the date hereof until the Closing, except as otherwise expressly
      contemplated by this Agreement, Sentra shall:

    


    (a)
       not
      knowingly take any action that would cause the representations and warranties
      contained herein to be untrue in any respect. 

    


    (b)
       not
      amend
      its Articles of Incorporation (or other similar governing
      instrument);

    


    (c)
       not
      split, combine or reclassify any shares of its membership interests, declare,
      set aside or pay any dividend or other distribution (whether in cash, stock
      or
      property or any combination thereof) in respect of its equity interests, make
      any other actual or constructive distribution in respect of its interests stock
      or otherwise make any payments to holders in their capacity as such, or redeem
      or otherwise acquire any of its securities or any other securities;

    


    (d)
       not
      adopt
      a plan of complete or partial liquidation, dissolution, merger, consolidation,
      restructuring, recapitalization or other reorganization or otherwise permit
      its
      corporate existence to be suspended, lapsed or revoked; or

    


    (e)  not
      acquire (by merger, consolidation or acquisition of stock or assets) any
      corporation, partnership or other entity or division thereof or any equity
      interest therein.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    (f)
       not
      create or form any Subsidiary;

    


    (g)
       not
      (1)
      incur or assume any Liability in excess of $100,000; (2) assume, guarantee,
      endorse or otherwise become liable or responsible (whether directly,
      contingently or otherwise) for the obligations of any other Person; (3) make
      any
      loans, advances or capital contributions to or investments in any other Person;
      nor (4) pledge or otherwise Encumber its membership interests; 

    


    (h) not
      acquire, sell, lease, license, transfer or otherwise dispose of any assets
      in
      any single transaction or series of related transactions having a fair market
      value in excess of $10,000 in the aggregate or that are otherwise material
      to it
      other than sales of its products in the ordinary course of business;


    


    (i) not
      enter
      into any Contract other than in the ordinary course of business; or

    


    (j) not
      make
      any change with respect to the compensation or benefits of any officer, director
      or Employee or Former Employee. 

    


     

    7.4
       Efforts
      to Consummate.
      Subject
      to the terms and conditions of this Agreement, each party hereto shall use
      reasonable commercial efforts to take, or to cause to be taken, all actions
      and
      to do, or to cause to be done, all things necessary, proper or advisable as
      promptly as practicable to satisfy the conditions set forth in Article VIII,
      and
      to consummate the transactions contemplated hereby. 

    


    7.5
       Further
      Assurances.
      From
      time to time whether before, at or following the Closing, each party shall
      make
      reasonable commercial efforts to take, or cause to be taken, all actions, and
      to
      do, or cause to be done, all things reasonably necessary, proper or advisable,
      including as required by applicable Laws, to consummate and make effective
      as
      promptly as practicable the transactions contemplated by this
      Agreement.

    


    7.6 No-Shop.
      From
      the date hereof until earlier of the Closing Date or the date of the termination
      of this Agreement in accordance with the terms hereof, neither the KP Holders,
      Karat nor its officers, managers, directors, employees, agents, representatives
      and Affiliates, shall, directly or indirectly, make, solicit, initiate or
      encourage submission of proposals or offers from any Persons relating to an
      Acquisition Proposal (as defined below). As used herein, “Acquisition Proposal”
means any proposal or offer involving a liquidation, dissolution,
      re-capitalization, merger, consolidation or acquisition or purchase of all
      or
      substantially all of the assets of, or equity interest in, Karat or any other
      similar transaction or business combination involving the same. Each of Karat
      and each KP Holder shall immediately cease and cause to be terminated all
      discussions or negotiations with third parties with respect to any Acquisition
      Proposal, if any, exiting on the date hereof. 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    From
      the
      date hereof until earlier of the Closing Date or the date of the termination
      of
      this Agreement in accordance with the terms hereof, neither Sentra nor its
      officers, directors, employees, agents, representatives and Affiliates, shall,
      directly or indirectly, make, solicit, initiate or encourage submission of
      proposals or offers from any Persons relating to any proposal or offer involving
      a liquidation, dissolution, re-capitalization, merger, consolidation or
      acquisition or purchase of all or substantially all of the assets of, or equity
      interest in, Sentra or any other similar transaction or business combination
      involving the same. 

    


    7.7
       Notification
      by the Parties.
      Each
      party hereto shall use its reasonable commercial efforts to as promptly as
      practicable inform the other parties hereto in writing if, prior to the
      consummation of the Closing, it obtains knowledge that any of the
      representations and warranties made by such party in this Agreement ceases
      to be
      accurate and complete in any material respect (except for any representation
      and
      warranty that is qualified hereunder as to materiality or Material Adverse
      Effect, as to which such notification shall be given if the notifying party
      obtains knowledge that such representation and warranty ceases to be accurate
      and complete in any respect). Each party hereto shall also use its reasonable
      commercial efforts to promptly inform the other parties hereto in writing if,
      prior to the consummation of the Closing, it becomes aware of any fact or
      condition that constitutes, in its reasonable judgment, a breach of any covenant
      of such party as of the date of this Agreement or that would reasonably be
      expected to cause any of its covenants to be breached as of the Closing Date.
      Any such notification shall not be deemed to have cured any breach of any
      representation, warranty, covenant or agreement made in this Agreement for
      any
      purposes of this Agreement. 

    


    7.8
       Cooperation
      with Respect to Financial Reporting.
      After
      the date of this Agreement, the KP Holders and Karat shall reasonably cooperate
      with Sentra in connection with Sentra's preparation of historical financial
      statements and other information as required for Sentra's filings under the
      Exchange Act.

    


    7.9 Release
      of Claims By Each Shareholder.
      In
      consideration of the transactions contemplated hereby, as of the Closing, the
      KP
      Holders and their respective heirs, executors, successors and assigns (the
      "Waiving Parties"), release, waive and forever discharge, in all capacities,
      including as owners of Karat, from and after the Closing any and all Claims,
      known or unknown, that the Waiving Parties ever had, now have or may have
      against Karat and its officers, directors, members, managers, employees or
      agents in connection with or arising out of any act or omission of Karat or
      its
      officers, directors, members, managers, employees, advisers or agents, in such
      capacity, at or prior to the Closing; provided, however, that nothing in this
      Section 7.9 shall be deemed a waiver by the Waiving Parties of any rights under
      this Agreement. 

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      VIII

    CONDITIONS
      TO CLOSING

    


    8.1 Conditions
      to KP Holders’ and Sentra’s Obligations to Close.
      All
      obligations of the KP Holders and Karat to consummate the transactions
      contemplated hereunder are subject to the fulfillment or waiver prior to or
      at
      the Closing of each of the following conditions:

    


    (a)
       All
      representations and warranties of Sentra contained in this Agreement shall
      be
      true and correct in all respects when made and shall be deemed to have been
      made
      again at and as of the Closing and shall then be true and correct in all
      respects (except that representations and warranties made as of a specified
      date, shall be true and correct only as of such specified date);

    


    (b)
       Since
      the
      date hereof, there shall not have been any Material Adverse Effect with respect
      to Sentra;

     

    If
      requested by the Administrative Stockholder, he shall have received a
      certificate, executed by the President of Sentra, dated as of the Closing Date,
      to the foregoing effect and as to such other matters as may be reasonably
      requested by the Administrative Stockholder.

    


    (c)
       Prior
      to
      or at the Closing, Sentra shall have delivered to the KP Holders the items
      to be
      delivered pursuant to Section 3.2(b);

    


    (d)
       Sentra
      shall have performed in all material respects each obligation and agreement
      to
      be performed by it, and shall have complied in all material respects with each
      covenant required by this Agreement to be performed or complied with by it
      at or
      prior to the Closing; and 

    


    (e)
       The
      KP
      Holders and Karat shall have completed to their reasonable satisfaction their
      business and legal due diligence investigation of Sentra, its property, business
      and subsidiaries, shall not have discovered any facts, circumstances,
      liabilities or conditions that, in the KP Holders' reasonable discretion, may
      adversely affect the value or prospects of Sentra or that may expose Sentra
      to
      any liability not heretofore fully disclosed to the KP Holders. 

    


    (f) The
      KP
      Holders and Karat shall have received any agreements, instruments, certificates
      and any other documentation requested. 

    


    8.2
       Conditions
      to Sentra’s Obligations to Close.
      All
      obligations of Sentra to consummate the transactions contemplated hereunder
      are
      subject to the fulfillment or waiver prior to or at the Closing of each of
      the
      following conditions:

    


    (a)
       All
      representations and warranties of the KP Holders and Karat contained in this
      Agreement shall be true and correct in all respects when made and shall be
      deemed to have been made again at and as of the Closing and shall then be true
      and correct in all respects (except that representations and warranties made
      as
      of a specified date, shall be true and correct only as of such specified
      date);

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    (b)
       Since
      the
      date hereof, there shall not have been any Material Adverse Effect with respect
      to Karat; 

     

    Sentra
      shall have received a certificate, executed by the KP Holders and the President
      of Karat, dated as of the Closing Date, to the foregoing effect and as to such
      other matters as may be requested by Sentra.

    


    (c)
       Prior
      to
      or at the Closing, the KP Holders and Karat shall have delivered to Sentra
      the
      items to be delivered pursuant to Section 3.2(a); 

    


    (d)
       The
      KP
      Holders and Karat shall have performed in all respects each obligation and
      agreement to be performed by them, and shall have complied in all respects
      with
      each covenant required by this Agreement to be performed or complied with by
      them at or prior to the Closing; 

    


    (e)
       The
      Administrative Stockholder shall have provided to Sentra a certificate of good
      standing from the Secretary of State of New York and certified copies of its
      Articles of Organization; 

    


    (f) Sentra
      shall have completed to its reasonable satisfaction its business and legal
      due
      diligence investigation of Karat, its property, business and subsidiaries,
      shall
      not have discovered any facts, circumstances, liabilities or conditions that,
      in
      Sentra’s discretion, may adversely affect the value or prospects of Karat or
      that may expose Karat to any liability not heretofore fully disclosed to Sentra;
      and

    


    (g) Sentra
      shall have received any agreements, instruments, certificates and any other
      documentation requested, including without limitation, the legal opinion of
      counsel to Karat substantially in the form of Exhibit C. 


    


    ARTICLE
      IX

    TERMINATION

    


    9.1
       Termination.
      This
      Agreement may be terminated at any time prior to the consummation of the Closing
      under the following circumstances: 

    


    (a)
       by
      mutual
      written consent of Sentra and Karat or a majority of the KP
      Holders;

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    (b)
       by
      Sentra, Karat or by a majority of the KP Holders, if the Closing shall not
      have
      been consummated on or before December 28, 2007; provided that the right to
      terminate this Agreement under this Section 9.1 shall not be available to a
      party if such party's or such party's Affiliate's willful act or willful failure
      to act has been the cause of or resulted in the failure of the Closing to be
      consummated on or before such date;

    


    (c
      ) by
      Sentra, if its due diligence investigation indicates that any of the information
      provided for in the Agreement or in any of the information provided by Karat
      or
      its members is inaccurate, incomplete or untrue in any way; 

    


    (d
      ) by
      Karat,
      if its due diligence investigation indicates that any of the information
      provided for in the Agreement or in any of the information provided by Sentra
      is
      inaccurate, incomplete or untrue in any way; or

    


    (e)
       by
      any
      party, if there shall be in effect a final, non-appealable order of a court
      or
      government administrative agency of competent jurisdiction permanently
      prohibiting the consummation of the transactions contemplated hereby.


    


    9.2
       Termination
      Procedure.
      Written
      notice of any termination (Termination Notice”) pursuant to this Article IX
      shall be given by the party electing termination of this Agreement (Terminating
      Party”) to the other parties (collectively, the “Terminated Party”), and such
      notice shall state the reason for termination. The party or parties receiving
      Termination Notice shall have a period of ten (10) days after receipt of
      Termination Notice to cure the matters giving rise to such termination to the
      reasonable satisfaction of the Terminating Party. If the matters giving rise
      to
      termination are not cured as required hereby, this Agreement shall be terminated
      effective as of the close of business on the tenth (10th) day following the
      Terminated Party’s receipt of Termination Notice. 

    


    9.3
       Effect
      of Termination.
      Upon
      termination of this Agreement prior to the consummation of the Closing and
      in
      accordance with the terms hereof, this Agreement shall become void and of no
      effect, and none of the parties shall have any liability to the others, except
      that nothing contained herein shall relieve any party from liability for its
      intentional breach of any representation, warranty or covenant contained herein,
      or its intentional failure to comply with the terms and conditions of this
      Agreement or to perform its obligations hereunder. If it shall be finally
      judicially determined that termination of this Agreement was caused by an
      intentional and deliberate breach of this Agreement, then, in addition to other
      remedies at Law or equity for breach of this Agreement, the party so found
      to
      have intentionally and deliberately breached this Agreement shall indemnify
      and
      hold harmless the other parties hereto for their respective out-of-pocket costs,
      including the reasonable fees and expenses of their counsel, accountants,
      financial advisors and other experts and advisors, as well as reasonable fees
      and expenses incident to the negotiation, preparation and execution of this
      Agreement and related documentation.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    9.4 Expenses.
      The
      parties shall each bear their own respective expenses incurred in connection
      with this Agreement and the contemplated Exchange.

    


    ARTICLE
      X

    INDEMNIFICATION;
      SURVIVAL

    


    10.1 Indemnification
      by Karat and Neuberg.
      Karat
      and Neuberg, jointly and severally, shall indemnify and hold harmless Sentra
      and
      its Affiliates, officers, directors, stockholders, employees and agents and
      the
      successors and assigns of all of them (the "Sentra Indemnified Parties"), and
      shall reimburse the Sentra Indemnified Parties for, any loss, liability, claim,
      damage, expense (including, but not limited to, costs of investigation and
      defense and attorneys' fees) (collectively, "Damages"), arising from or in
      connection with (a) any inaccuracy or breach of any of the representations
      and
      warranties, of Karat or the KP Holders in this Agreement or in any certificate
      or document delivered by Karat or the KP Holders pursuant to this Agreement,
      or
      any actions, omissions or statements of fact inconsistent with in any respect
      any such representation or warranty, (b) any failure by Karat or the KP Holders
      to perform or comply with any agreement, covenant or obligation in this
      Agreement or in any certificate or document delivered by Karat or the KP Holders
      pursuant to this Agreement to be performed by or complied with by Karat or
      the
      KP Holders, (c) any claims made by a third Person against a Sentra Indemnified
      Party based upon a Contractual obligation of Karat or the KP Holders for
      services performed prior to the Closing Date, (d) any claims made at any time
      arising out of, or in connection with, any Environmental Laws or environmental
      conditions which are based upon conditions existing prior to the Closing Date,
      (e) Taxes attributable to the ownership of Karat prior to the Closing, (f)
      Taxes
      attributable to the conduct by Karat of the business of Karat or the KP Holders’
operation or ownership of its assets with respect to all periods existing prior
      to the Closing Date, (g) any claims for severance or any other compensation
      made
      by an Employee or Former Employee with respect to all periods prior to the
      Closing Date, (h) any claim made at any time by any Governmental Authority
      in
      respect of the business of Karat for all periods prior to the Closing Date,
      (i)
      any Liability or obligation of Karat arising or relating to the periods prior
      to
      the Closing Date or (j) any Action or investigation by any Person relating
      to or
      arising out of the business or operations of Karat prior to the Closing
      Date. 

     

    10.2 Indemnification
      by Sentra.
      Sentra
      shall indemnify and hold harmless Karat Platinum and its Affiliates, members,
      officers, directors, employees and agents and the successors and assigns of
      all
      of them (the "Karat Indemnified Parties"), and shall reimburse the Karat
      Indemnified Parties for, any Damages, arising from or in connection with (a)
      any
      inaccuracy or breach of any of the representations and warranties, of Sentra
      in
      this Agreement or in any certificate or document delivered by Sentra pursuant
      to
      this Agreement, or any actions, omissions or statements of fact inconsistent
      with in any respect any such representation or warranty or (b) any failure
      by
      Sentra to perform or comply with any agreement, covenant or obligation in this
      Agreement or in any certificate or document delivered by Sentra pursuant to
      this
      Agreement to be performed by or complied with by Sentra (c) any claims made
      by a
      third Person against a Karat Indemnified Party based upon a Contractual
      obligation of Sentra for services performed prior to the Closing Date, (f)
      Taxes
      attributable to the conduct by Sentra of the business of Sentra or the ownership
      of its assets with respect to all periods existing prior to the Closing Date,
      (g) any claims for severance or any other compensation made by an Employee
      or
      Former Employee of Sentra with respect to all periods prior to the Closing
      Date,
      (h) any claim made at any time by any Governmental Authority in respect of
      the
      business of Sentra for all periods prior to the Closing Date, (i) any Liability
      or obligation of Sentra arising or relating to the periods prior to the Closing
      Date or (j) any Action or investigation by any Person relating to or arising
      out
      of the business or operations of Sentra prior to the Closing Date. 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    10.3 Survival.
      All
      representations, warranties, covenants and agreements of the parties contained
      herein or in any other certificate or document delivered pursuant hereto shall
      survive the Closing for three years from the Closing Date, except the
      representations and warranties set forth in Sections 4.8 and 4.11 which shall
      survive until the expiration of the applicable statute of
      limitations. 

     

    ARTICLE
      XI

    MISCELLANEOUS

    


    11.1
       Notices.
      All
      notices or other communications required or permitted hereunder shall be in
      writing. Any notice, request, demand, claim or other communication hereunder
      shall be deemed duly given (a) if by personal delivery, when so delivered,
      (b)
      if mailed, three (3) Business Days after having been sent by registered or
      certified mail, return receipt requested, postage prepaid and addressed to
      the
      intended recipient as set forth below, or (c) if sent through an overnight
      delivery service in circumstances to which such service guarantees next day
      delivery, the day following being so sent:

    


    (1) If
      to
      Sentra:

     

    Sentra
      Consulting Corp.

    466
      Central Avenue, Suite 200

    Cedarhurst,
      NY 11516

    Attn:
      President

     

    With
      a
      copy to:

    


    David
      Lubin & Associates, PLLC

    26
      Hawthorne Avenue

    Valley
      Stream, New York 11580

    Attn:
      David Lubin, Esq.


     

    (2) If
      to
      Karat:

    


    Karat
      Platinum, LLC

    15
      Hoover
      Street

    Inwood,
      New York 11096

    Attn:
      ___________________

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    


    With
      a
      copy to:

    


    Samuel
      Reiser, Esq.

    Horowitz
      & Reiser

    30
      Broad
      Street

    New
      York,
      NY 10004

    


    (3)
       If
      to a
      KP Holder, at the address of such KP Holder set forth on Schedule 2.2, with
      a
      copy to: 


     

    Samuel
      Reiser, Esq.

    Horowitz
      & Reiser

    30
      Broad
      Street

    New
      York,
      NY 10004

    


    


    Any
      party
      may change the address to which notices and other communications hereunder
      are
      to be delivered by giving the other parties notice in the manner herein set
      forth.

    


    11.2
       Choice
      of Law.
      This
      Agreement shall be governed, construed and enforced in accordance with the
      laws
      of the State of New York, without giving effect to principles of conflicts
      of
      law.

    


    11.3
       Arbitration;
      Jurisdiction.
      Any
      dispute between or, action or proceeding against any of the parties hereto
      under, arising out of or in any manner relating to, this Agreement and the
      transactions contemplated herein shall be submitted to and adjudicated by
      binding arbitration under the rules of the American Arbitration Association
      (“AAA”). Such arbitration shall be in New York, New York. If there is any
      litigation regarding the arbitration or otherwise relating to this section
      11.3,
      the parties hereto irrevocably consent to the jurisdiction of the courts of
      the
      State of New York and of any federal court located in such State in connection
      with any action or proceeding arising out of or relating to this Agreement,
      any
      document or instrument delivered pursuant to, in connection with or
      simultaneously with this Agreement, or a breach of this Agreement or any such
      document or instrument. In any such action or proceeding, each party hereto
      waives personal service of any summons, complaint or other process and agrees
      that service thereof may be made in accordance with Section 11.1. Within 30
      days
      after such service, or such other time as may be mutually agreed upon in writing
      by the attorneys for the parties to such action or proceeding, the party so
      served shall appear or answer such summons, complaint or other
      process.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    11.4 Waiver
      of any and all Rights to a Trial by Jury.
      All
      parties to this Agreement unconditionally, irrevocably and expressly waive
      all
      rights to trial by jury in any action, proceeding, suit, counterclaim or
      cross-claim in any matter (whether sounding in tort, contract or otherwise)
      in
      any way arising out of or otherwise relating to this Agreement or the
      transaction or the relationships established hereunder. All parties confirm
      that
      the foregoing waiver of a trial by jury is informed and freely
      made.

    


    11.5 Entire
      Agreement.
      This
      Agreement and such other agreements related to this transaction executed
      simultaneously herewith set forth the entire agreement and understanding of
      the
      parties in respect of the transactions contemplated hereby and supersedes all
      prior agreements, arrangements and understandings of the parties relating to
      the
      subject matter hereof. No representation, promise, inducement, waiver of rights,
      agreement or statement of intention has been made by any of the parties which
      is
      not expressly embodied in this Agreement, such other agreements, notes or
      instruments related to this transaction executed simultaneously herewith, or
      the
      written statements, certificates, schedules or other documents delivered
      pursuant to this Agreement or in connection with the transactions contemplated
      hereby. 

    


    11.6 Assignment.
      Each
      party's rights and obligations under this Agreement shall not be assigned or
      delegated, by operation of law or otherwise, without the other party's prior
      consent, and any such assignment or attempted assignment shall be void, of
      no
      force or effect, and shall constitute a material default by such
      party.

    z

    11.7
       Amendments.
      This
      Agreement may be amended, modified, superseded or cancelled, and any of the
      terms, covenants, representations, warranties or conditions hereof may be
      waived, only by a written instrument executed by Sentra, Karat and either the
      Administrative Stockholder or a majority of the KP Holders, in the case of
      a
      waiver, by the party waiving compliance.

    


    11.8 Waivers.
      The
      failure of any party at any time or times to require performance of any
      provision hereof shall in no manner affect the right at a later time to enforce
      the same. No waiver by any party of any condition, or the breach of any term,
      covenant, representation or warranty contained in this Agreement, whether by
      conduct or otherwise, in any one or more instances shall be deemed to be or
      construed as a further or continuing waiver of any such condition or breach
      or a
      waiver of any other term, covenant, representation or warranty of this
      Agreement.

    


    11.9 Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts and by
      facsimile, each of which shall be deemed an original, but all of which together
      shall constitute one and the same instrument.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    


    11.10
       Brokers.
      The
      parties hereto, covenant, represent, and warrant that they have not dealt with
      any broker or finder in connection with this Agreement or the transactions
      contemplated hereby, and no broker is entitled to receive any brokerage
      commission, finder's fee, or similar compensation in connection with this
      Agreement or the transactions contemplated hereby. Each of the parties shall
      indemnify and hold the other parties harmless from and against all liability,
      claim, loss, damage, or expense, including reasonable attorney's fees,
      pertaining to any broker, finder, or other person with whom such party has
      dealt.

    


    11.11 Severability. 
      If any
      term, provisions, covenant or restriction of this Agreement is held by a court
      of competent jurisdiction or other authority to be invalid, void or
      unenforceable, the remainder of the terms, provisions, covenants and
      restrictions of this Agreement shall remain in full force and effect and shall
      in no way be affected, impaired or invalidated so long as the economic or legal
      substance of the transactions contemplated hereby is not affected in any manner
      materially adverse to any party. Upon such determination, the parties shall
      negotiate in good faith to modify this Agreement so as to effect the original
      intent of the parties as closely as possible in an acceptable manner in order
      that the transactions contemplated hereby be consummated as originally
      contemplated to the fullest extent possible. 

    


    11.12
       Publicity.
      Karat
      and the KP Holders shall not issue or cause the publication of any press release
      or other public announcement with respect to the transactions contemplated
      by
      this Agreement without the written consent of Sentra.

    


    [Remainder
      of Page Intentionally Omitted; Signature Pages to Follow]


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Exchange Agreement as
      of
      the date first above written.

    
 

    
      	 	 	 
	 	
              SENTRA
                CONSULTING CORP.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Philip
              Septimus
	 	
              
Name:
              Philip Septimus
	 	Title: President


    

     

    
      	 	 	 
	 	
              KARAT
                PLATINUM, LLC

            
	 
 	 
 	 
 
	
            	By:  	/s/ David
              Neuberg
	 	
              
Name: David
              Neuberg 
	 	Title:
               CEO


    

    


    
      	
            	 	 
	
            	By:  	/s/ Howard
              Slochowsky
	 	
              
Name: Howard
              Slochowsky
	 	
              Title:

            


      

        	 	 	 
	 	

                KP
                  HOLDERS:

              
	 
 	 
 	 
 


      

    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    KARAT
      HOLDERS:

    


    
      	
              By:

            	
              /s/
                David Neuberg

            	 	
              By:

            	
              /s/
                Howard Slochowksy

            
	
               

              Name:

            	
              
                

              

              David
                Neuberg 

            	 	
              Name:

            	
              
                

              

              Howard
                Slochowsky

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Yehuda Fromowitz

            	 	
              By:

            	
              /s/
                Howard Leibtag

            
	
               

              Name:

            	
              
                

              

              Yehuda
                Fromowitz

            	 	
               

              Name:

            	
              
                

              

              Howard
                Leibtag

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Jacob Davidowitz

            	 	
              By:

            	
              /s/
                Gary M. Jacobs

            
	
               

              Name:

            	
              
                

              

              Jacob
                Davidowitz

            	 	
               

              Name:

            	
              
                

              

              Gary
                M. Jacobs

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Robert Jacobs

            	 	
              By:

            	
              /s/
                Samuel Jacobs

            
	
               

              Name:

            	
              
                

              

              Robert
                Jacobs

            	 	
               

              Name:

            	
              
                

              

              Samuel
                Jacobs

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Bonnie Septimus

            	 	
              By:

            	
              /s/
                Aliza Septimus

            
	
               

              Name:

            	
              
                

              

              Bonnie
                Septimus

            	 	
               

              Name:

            	
              
                

              

              Aliza
                Septimus

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Zvi Septimus

            	 	
              By:

            	
              /s/
                Philip Septimus

            
	
               

              Name:

            	
              
                

              

              Zvi
                Septimus

            	 	
               

              Name:

            	
              
                

              

              Philip
                Septimus

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Chana Soshtain

            	 	
              By:

            	
              /s/
                Abigail Septimus

            
	
               

              Name:

            	
              
                

              

              Chana
                Soshtain

            	 	
               

              Name:

            	
              
                

              

              Abigail
                Septims

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Michal Hackel

            	 	
              By:

            	
              /s/
                Talia Septimus

            
	
               

              Name:

            	
              
                

              

              Michal
                Hackel

            	 	
               

              Name:

            	
              
                

              

              Talia
                Septimus

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Mitchell Hirth

            	 	
              By:

            	
              /s/
                Sander Hirth

            
	
               

              Name:

            	
              
                

              

              Mitchell
                Hirth

            	 	
               

              Name:

            	
              
                

              

              Sander
                Hirth

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Sidney Hirth

            	 	
              By:

            	
              /s/
                Sheila Melkman

            
	
              Name:

            	
              
                

              

              Sidney
                Hirth

            	 	
              Name:

            	
              
                

              

              Sheila
                Melkman

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Raphael Butler

            	 	
              By:

            	
              /s/
                Benjamin Sporn

            
	
              Name:

            	
              
                

              

              Raphael
                Butler

            	 	
              Name:

            	
              
                

              

              Benjamin
                Sporn

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Robert Bruckstein

            	 	
              By:

            	
              /s/
                Ira Neuberg

            
	
              Name:

            	
              
                

              

              Robert
                Bruckstein

            	 	
              Name:

            	
              
                

              

              Ira
                Neuberg

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Ben Neuberg

            	 	
              By:

            	
              /s/
                Paul Lundstedt

            
	
              Name:

            	
              
                

              

              Ben
                Neuberg

            	 	
              Name:

            	
              
                

              

              Paul
                Lundstedt

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Jackie Claybaugh

            	 	
              By:

            	
              /s/
                Toby Jacobs

            
	
              Name:

            	
              
                

              

              Jackie
                Claybaugh

            	 	
              Name:

            	
              
                
 Toby
                Jacobs

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Eli Neuberg

            	 	
              By:

            	
              /s/
                Benjie Brecher

            
	
              Name:

            	
              
                

              

              Eli
                Neuberg

            	 	
              Name:

            	
              
                

              

              Benjie
                Brecher

            
	 	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              By:

            	
              /s/
                Sidney Teichman

            	 	
              By:

            	
              /s/
                Sharon Lamonica

            
	
              Name:

            	
              
                

              

              Sidney
                Teichman

            	 	
              Name:

            	
              
                

              

              Sharon
                Lamonica

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Nancy Hiller

            	 	
              By:

            	
              /s/
                Simon Eisenfeld

            
	
              Name:

            	
              
                

              

              Nancy
                Hiller

            	 	
              Name:

            	
              
                

              

              Simon
                Eisenfeld

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Shira Shrier

            	 	
              By:

            	
              /s/
                Mark Feuer

            
	
              Name:

            	
              
                

              

              Shira
                Shrier

            	 	
              Name:

            	
              
                

              

              Mark
                Feuer

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Jodi Waterman

            	 	
              By:

            	
              /s/
                Samuel Reiser

            
	
              Name:

            	
              
                

              

              Jodi
                Waterman

            	 	
              Name:

            	
              
                

              

              Samuel
                Reiser

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Nelson Goodman

            	 	
               

            	
               

            
	 

              Name:

            	
              

              Nelson
                Goodman