INTERCREDITOR AGREEMENT
This
Agreement (this “Agreement”),
dated
as of September 16, 2008, is made by Karat Platinum, Inc, a Nevada corporation
(“Karat”),
in
favor of Septimus Ventures LLC, a New York limited liability company (the
“New
Secured Creditor”)
Whereas,
Karat Platinum, Inc. (formerly known as Sentra Consulting Corp.), a Nevada
corporation (“Sentra”)
is a
party to the Intercreditor Agreement (the “Intercreditor
Agreement”),
dated
as of January 30, 2008, by and among Karat, Sentra and Continental, as amended
as of March 3, 2008 among the signatories thereto (capitalized terms used and
not otherwise defined herein shall have the meanings ascribed to them in the
Intercreditor Agreement).
WHEREAS,
subsequent to the execution and delivery of the Intercreditor Agreement, the
New
Secured Creditor has loaned funds to Karat as evidenced by Karat’s Secured
Promissory Note, dated the date hereof in favor of the New Secured Creditor
in
the principal amount of $500,000 (the “New
Secured Note”);
and
WHEREAS,
Karat desire to add the New Secured Creditor as a party to the Intercrediotor
Agreement, and memorialize the agreements between Karat and the New Secured
Creditor with respect to the enforcement of its rights pertaining to its
promissory note and the security interest in the Inventory.
NOW,
THEREFORE, in consideration of the forgoing 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 hereto hereby agree as follows:
The
New
Secured Creditor shall, as of the date hereof, become a party to the
Intercreditor Agreement and the related Security Agreement, and for all purposes
after the date hereof be entitled to the benefits of the creditors and secured
parties therein.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
By:
/s/
Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
Chief Executive Officer
SEPTIMUS
VENTURES LLC
By:
/s/
Xxxxxx Xxxxxxxx
Name:
Xxxxxx Xxxxxxxx
