AMENDMENT TO THE SECURED PROMISSORY NOTES
AMENDMENT
TO
THE
THIS
AMENDMENT TO THE SECURED PROMISSORY NOTES is made and entered into as of October
23, 2007 (this “Amendment”) among Karat Platinum LLC (“Karat Platinum”) and
Sentra Consulting Corp. (“Sentra”; collectively the “Parties”).
WITNESSETH
WHEREAS,
as of the date hereof, Karat Platinum has issued a series of Secured Promissory
Notes to Sentra in exchange for a series of loans to Karat Platinum in the
aggregate principal amount of $960,000 (the “Notes”; capitalized terms used
herein not otherwise defined shall have the meanings given to such terms in
the
Notes);
WHEREAS,
the Parties desire to extend the maturity dates of the Notes on the terms and
provisions contained in this Amendment;
WHEREAS,
Sentra desires to waive payment by Karat Platinum of any Default Interest which
has accrued from the date of each Note until the date hereof.
NOW,
THEREFORE, in consideration of the mutual covenants herein and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1. Payment
Date. The
Principal Amount of each of the Notes shall be extended to up to ninety (90)
days from the original maturity date of each of the Notes, respectively (the
“Revised Payment Date”). Attached hereto is a schedule (Schedule 1.1) setting
forth the date of issuance, principal amount, maturity date, date of default
and
Revised Payment Date with respect to each of the Notes.
2. Waiver
of
Default
Interest. Notwithstanding
any provision contained herein, Sentra waives payment by Karat Platinum of
any
Default Interest specified in the Notes with respect to each of the Notes.
3. Reference.
On and
after the date hereof, each reference in the Notes to “this Note”, “hereunder”,
“hereof”, “herein” or words of like import, and each reference to the Note in
any other agreement, document or other instrument, shall mean, and be a
reference to the Note, as amended by this Amendment. All other terms and
provisions of the Notes, including without limitation, the General Security
Agreement dated July 11, 2007, as amended August 22, 2007, shall remain in
full
force and effect.
4. Counterparts.
This
Amendment may be executed in one or more counterparts and by facsimile, and
all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
5. Captions.
The
captions used in this Amendment are intended for convenience of reference only,
shall not constitute any part of this Amendment and shall not modify or affect
in any manner the meaning or interpretation of any of the provisions of this
Amendment.
6. Binding
Effect.
This
Amendment shall be binding upon and inure to the benefit of the respective
heirs, executors, administrators, representatives and the permitted successors
and assigns of the parties hereto.
7. Governing
Law.
This
Amendment and the rights and obligations of the parties under this Amendment
shall be governed by and construed in accordance with the laws of the State
of
New York, without regard to conflict of laws rules applied in such
state.
IN
WITNESS WHEREOF, the parties have executed this Amendment to the Note as of
the
date first written above.
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KARAT
PLATINUM LLC.
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By:
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/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Chief
Financial Officer and
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Chief
Operating Officer
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By:
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/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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Title:
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President
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Schedule
1.1
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Principal
Amount
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Original
Payment
Date
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Revised
Payment
Date
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6/22/2007
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$
150,000.00
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9/20/2007
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12/19/2007
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6/29/2007
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$
450,000.00
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9/27/2007
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12/26/2007
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7/12/2007
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$
100,000.00
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10/12/07
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1/10/08
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7/16/2007
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$
260,000.00
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10/16/2007
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1/14/2008
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$
960,000.00
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