INTERCREDITOR
      AGREEMENT

    


    Intercreditor
      Agreement (this "Agreement"), dated as of July ___, 2007, among Sentra
      Consulting Corp., a Nevada corporation with offices located at 466 Central
      Avenue, Suite 200, Cedarhurst, New York 11516 (the "Company") and each of the
      Holders (the "Investors") of the Secured Promissory Notes of the Company (the
      "Notes") as set forth in Exhibit
      A
      annexed
      hereto and as such Exhibit may be amended from time to time by the
      Company.

    


    INTRODUCTION

    


    WHEREAS,
      the Investors have severally advanced funds to the Company in exchange for
      the
      Notes;

    


    WHEREAS,
      the obligations of the Company under the Notes are secured by a security
      interest granted in favor of the Investors in and to property and assets of
      the
      Company (the "Security Interest") in accordance with the terms and conditions
      of
      the Security Agreement dated the date hereof among the Company and the Investors
      (the “Security Agreement”) pursuant to which Karat Platinum LLC granted the
      Company interest in all its assets;

    


    WHEREAS,
      the Investors desire to enter into this Agreement in order to set forth their
      agreement and understanding with respect to the enforcement of their respective
      rights pertaining to the Notes and Security Interest.

    


    NOW,
      THEREFORE, in consideration of the foregoing recitals and the mutual promises,
      representations, warranties, and covenants hereinafter set forth and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereby agree as follows:

    


    1.
      Loan
      Advance. The
      Investors have advanced funds, and after the date hereof additional Investors
      may advance funds and be issued Notes, in the aggregate not to exceed $1,200,000
      principal amount of Notes, pursuant to the terms and conditions set forth in
      the
      Notes, the respective amounts set forth in Exhibit
      A
      attached
      hereto (in the aggregate, the "Loan"). For the purposes of this Agreement,
      the
      amount of principal owed to each Investor under its respective Note as a
      proportion of the aggregate amount of the Loan shall be referred to as such
      Investor's respective percentage interest (the "Percentage
      Interests").

    


    2.
      Ownership
      Interest. Each
      Investor shall own an interest in the Loan equal to its Percentage Interest
      as
      described on Exhibit
      A.
      Except
      as otherwise stated herein, the Investor shall own, pari passu with each of
      the
      other Investors, an undivided fractional interest equal to such Investor's
      Percentage Interest in: (a) the Loan; (b) all payments made on or in respect
      of
      the Loan; (c) all recoveries or distributions in connection with the Loan;
      and
      (d) all present and future collateral (and all proceeds in connection therewith)
      securing the same. Notwithstanding anything contained herein to the contrary,
      the Company shall have the right, in its sole and absolute discretion, to prepay
      the outstanding Note of any individual investor. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3.
      No
      Representation or Warranty Relating to Loan. No
      Investor has made any warranty or representation to any other Investor,
      expressed or implied, with respect to the Loan, the adequacy of security for
      the
      Loan, the existing or future solvency or financial worth of the Company, or
      the
      ability of the Company to repay the Loan. Each Investor acknowledges that the
      Loan and the Company's obligations pursuant to the Notes carry a high degree
      of
      risk; that the Company may default on the Loan, which may result in a bankruptcy
      filing and/or foreclosure action and/or a deterioration of the collateral for
      the Loan; and that it may not be possible for the Investors to collect the
      full
      principal balance of the Loan, any or all of the accrued interest on the Loan,
      and/or any or all other amounts due with respect to the Loan.

    


    4.
       Action
      for Foreclosure. Each
      of
      the Investors agrees and acknowledges that the initiation, or threat of
      initiation, of any notification, claim, action or proceeding of an Event of
      Default (as such term is defined in the Notes) or with respect to the
      foreclosure of the Security Interest shall require the prior written approval
      of
      the holders of a supermajority of the Percentage Interests.   

    


    5. Expenses. All
      expenses including, but not limited to, reasonable counsel fees and court costs
      paid or incurred by any Investor in any action to collect or foreclose on the
      Security Interest or the Loan shall be borne by the Investors in accordance
      with
      their respective Percentage Interests at the time of the default or the failure
      of performance giving rise to the action to collect or enforce the rights of
      the
      Investors under the Note or the Security Agreement. 

    


    6.
      Distribution
      of Sale or Refinance Proceeds.

    


    6.1.
      If
      there is an Event of Default (as defined in the Notes) and as a result thereof
      in accordance with the terms and provisions of the Security Agreement and this
      Agreement the Investors shall be entitled to the proceeds of a sale of the
      collateral, the net proceeds shall be distributed in the following order of
      priority pari passu among the Investors:

    


    (a)
      First, repayment of principal and interest pro rata to each Investor in
      accordance with their respective Percentage Interests; and

    


    (b)
      Second, repayment of default interest, late charges, and any other amounts
      to
      each Investor pro rata in accordance with their respective Percentage
      Interests.

    


    6.2.
      The
      priorities of allocation set forth in Section 6.1 shall apply in all
      circumstances, including with respect to any distribution made in any case
      or
      proceeding under Title 11 of United States Code or any other proceeding relating
      to the Company under any bankruptcy, reorganization, arrangement, insolvency,
      readjustment of debt, dissolution or liquidation.

    


    
      
         

      

      
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    6.3.
      If
      any Investor (an "Excess Party") shall obtain any payment or other recovery
      (whether voluntary, involuntary, by application of setoff, or otherwise) as
      a
      result of the realization, sale or other remedial disposition of, or foreclosure
      on, any Collateral (as defined in the Security Agreement) or any repayment
      under
      the Note in excess of the amount it is then entitled to receive under the terms
      of this Agreement and the Note, such Excess Party shall hold such amount in
      trust for the ratable benefit of the other Investors in accordance with the
      terms of this Agreement.

    


    7.
      Miscellaneous.

    


    7.1.
      Authorization.
      Each of
      the Investors warrants and represents that it is duly authorized to execute
      this
      Agreement and comply with its obligations hereunder.

    


    7.2.
      Survival.
      The
      representations, warranties, covenants and agreements made herein shall survive
      the execution of this Agreement.

    


    7.3.
      Assignment.
      This
      Agreement and the rights and obligations hereunder shall not be assignable
      or
      transferable by an Investor without the prior written consent of the other
      parties. Any instrument purporting to make an assignment in violation of this
      Section 7.3 shall be void.

    


    7.4.
      Benefits
      of Agreement.
      This
      Agreement and all obligations hereunder shall be binding upon the respective
      successors and assigns of the parties hereto.

    


    7.5.
      Entire
      Agreement.
      This
      Agreement and the Exhibit hereto constitute the full and entire understanding
      and agreement between the parties with regard to the subjects hereof and no
      party shall be liable or bound to any other in any manner by any
      representations, warranties, covenants and agreements except as specifically
      set
      forth herein and therein. 

    


    7.6.
      Severability.
      In case
      any provision of the Agreement shall be invalid, illegal or unenforceable,
      the
      validity, legality and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby.

    


    7.7.
      Further
      Assurances.
      Each
      party agrees to execute such other documents, instruments, agreements and
      consents, and take such other actions as may be reasonably requested by the
      other parties hereto to effectuate the purposes of this Agreement.

    


    7.8.
      Amendment
      and Waiver.
      This
      Agreement may be amended, modified or waived only with the prior written consent
      of each of the parties.

    


    
      
         

      

      
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    7.9.
      Delays
      or Omissions.
      It is
      agreed that no delay or omission to exercise any right, power or remedy accruing
      to any party, upon any breach, default or noncompliance by another party under
      this Agreement, shall impair any such right, power or remedy, nor shall it
      be
      construed to be a waiver of any such breach, default or noncompliance, or any
      acquiescence therein, or of or in any similar breach, default or noncompliance
      thereafter occurring. It is further agreed that any waiver, permit, consent
      or
      approval of any kind or character of any breach, default or noncompliance under
      this Agreement, or any waiver on such party's part of any provisions or
      conditions therein and must be in writing and shall be effective only to the
      extent specifically set forth in such writing. All remedies shall be cumulative
      and not alternative.

    


    7.10.
      Notices.
      All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (a) upon personal delivery to the party to be notified,
      (b)
      when sent by confirmed facsimile if sent during normal business hours of the
      recipient, if not, then on the next business day, (c) five (5) business days
      after having been sent by registered or certified mail, return receipt
      requested, postage prepaid, or (d) one (1) business day after deposit with
      a
      nationally recognized overnight courier, specifying next day delivery, with
      written verification of receipt. Any notice herein required or permitted to
      be
      given shall be given by depositing the same in the United States first class
      mail, postage prepaid, or hand delivered or transmitted by facsimile, in any
      case with a copy sent by overnight courier service, and addressed to the parties
      at the respective address set forth on the signature page hereto, or, to such
      other place or places as any of the parties shall designate by written notice
      to
      the other parties.

    


    7.11.
      Titles
      and Pronouns.
      The
      titles of the sections and subsections of the Agreement are for convenience
      of
      reference only and are not to be considered in construing this Agreement. All
      pronouns contained herein, and any variations thereof, shall be deemed to refer
      to the masculine, feminine or neutral, singular or plural, as the identity
      of
      the parties hereto may require.

    


    7.12.
      Counterparts.
      This
      Agreement may be executed in any number of counterparts (facsimile or
      otherwise), each of which shall be an original, but all of which together shall
      constitute one instrument.

    


    7.13.
      Governing
      Law.
      This
      Agreement shall be construed in accordance with, and governed by, the laws
      of
      the State of New York (without giving effect to conflict of laws
      principles).

    


    7.14.
      Consent
      to Jurisdiction and Service of Process.
      Each of
      the parties hereby irrevocably and unconditionally submits to the jurisdiction
      of the courts of the State of New York and of the Federal courts sitting in
      the
      State of New York in any action or proceeding directly or indirectly arising
      out
      of or relating to this Agreement or the transactions contemplated hereby
      (whether based in contract, tort, equity or any other theory). Each of the
      parties agrees that all actions or proceedings arising out of or relating to
      this agreement must be litigated exclusively in any such State or, to the extent
      permitted by law, Federal court that sits in the County of New York, and
      accordingly, each party irrevocably waives any objection which it may now or
      hereafter have to the laying of the venue of any such action or proceeding
      in
      any such court. Each party further irrevocably consents to service of process
      in
      the manner provided for notices in Section 7.10. Nothing in this Agreement
      will
      affect the right of any party to this Agreement to serve process in any other
      manner permitted by law. Each party waives any right it may have to a trial
      by
      jury in any action or proceeding directly or indirectly arising out of or
      relating to this Agreement or the transactions contemplated hereby (whether
      based on contract, tort, equity or any other theory). 

    


    
      
         

      

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

    

     

     

    
      	 	
              SENTRA
                CONSULTING CORP.:

              


              


              


              By: ________________________

              Name:

              Title:

            


    

    


    


    INVESTOR:

    


    By: _____________________________

    Name:

    Title:

    


    Address:

    


    Telephone:

    Facsimile:

     

    
      
         

      

      
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    EXHIBIT
      A

    


    PERCENTAGE
      INTERESTS OF INVESTORS

    


    
      	
              Name
                of Investor

            	
              Principal
                Amount Outstanding 

            	
              Percentage
                Interest

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              Totals

            	
              US$
                

            	
              100%

            


    

    


    
      
         

      

      
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