AMENDMENT TO THE LETTER OF INTENT
AMENDMENT
TO
THE
LETTER
OF INTENT
THIS
AMENDMENT TO THE LETTER OF INTENT is made and entered into as of October 25,
2007 (this “Amendment”) between Karat Platinum LLC (the “Company”) and Sentra
Consulting Corp. (“Purchaser”).
WITNESSETH
WHEREAS,
the Company and Purchaser entered into a Letter of Intent dated June 21, 2007
(the “LOI”; capitalized terms used herein not otherwise defined shall have the
meanings given to such terms in the LOI); and
WHEREAS,
the parties desire to extend certain terms of the LOI as provided
herein.
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. Consideration
Warrants. In
Paragraph 1 of the LOI the amount of Consideration Warrants shall be increased
from 500,000 to 800,000. For purposes of clarification, such Consideration
Warrants are the warrants currently issued to ABN AMRO Bank N.V. by the Company.
The third sentence of Paragraph 1 shall be deleted in its entirety and restated
as follows:
“After
the date hereof but prior to the Closing (hereafter defined), the prior written
consent of the Company shall be required in the event the Purchaser desires
to
issue shares of common stock or other securities convertible into common stock.
The Company acknowledges the shares of common stock and convertible securities
issued and outstanding as of the date hereof, include 50,000 shares of common
stock to be issued to the Purchaser’s transfer agent, and shares of common stock
issuable upon the exercise of the Series A Convertible Preferred Stock, the
Series B Convertible Preferred Stock and 96,000 warrants.”
2. Outside
Closing Date.
The
reference to Outside Closing Date in the LOI shall refer to January 31,
2008.
3. Reference.
On and
after the date hereof, each reference in the LOI to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import, and each reference to
the LOI in any other agreement, document or other instrument, shall mean, and
be
a reference to the LOI, as amended by the term and provisions of this Amendment.
All other terms and provisions of the LOI 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.
[Remainder
of this page intentionally left blank; signature pages to
follow]
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
By:
/s/
Xxxx X. Xxxxxx
Name:
Xxxx
X. Xxxxxx
Title:
Chief
Financial Officer and
Chief
Operating Officer
By:
/s/
Xxxxxx Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: President
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