AMENDED AND RESTATED SECURED PROMISSORY NOTE $_____________ ___________, 2007

 

$_____________

___________, 2007

 

FOR VALUE RECEIVED, the undersigned, SENTRA CONSULTING CORP., a Nevada Corporation (the “Maker”), promises to pay to _________________, (the “Payee”), on or before January 31, 2008 (the “Payment Date”) the principal sum of ________________ and 00/100 ($________) Dollars (the “Principal Amount”).

Interest shall accrue on the unpaid balance of the Principal Amount at a rate of one and one-half percent (1.5%) per month (the “Interest Rate”). All interest payable hereunder shall be computed on the basis of actual days elapsed and shall be due and payable on the Payment Date.

Maker shall have the right to prepay all or any portion of the Outstanding Principal Amount and accrued interest thereon at any time without penalty or premium. All payments hereunder when paid shall be applied first to the payment of all accrued interest and the balance shall be applied to principal.

Notwithstanding any provision contained herein, the total liability of Maker for payment of interest pursuant hereto, including late charges, shall not exceed the maximum amount of such interest permitted by law to be charged, collected, or received from Maker, and if any payments by Maker include interest in excess of such a maximum amount, Payee shall apply such excess to the reduction of the unpaid principal amount due pursuant hereto, or if none is due, such excess shall be refunded.

Upon the occurrence and continuance of an Event of Default (hereafter defined) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), interest shall accrue on the unpaid balance of the Principal Amount at a rate of two percent (2%) per month (the “Default Interest Rate”).

1. Events of Default. In case one or more of the following events (each, an “Event of Default”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing:

a. Default in the payment, when due or declared due, of any principal or interest payments hereunder.

b. Maker makes a general assignment for the benefit of creditors; or, in the absence of such application, consent, acquiescence or action, a trustee, receiver or other custodian is appointed for Maker; or for a substantial part of the property of Maker; or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is authorized or instituted by, or instituted against, Maker; or any warrant of attachment or similar legal process is issued against any substantial part of the property of Maker.

c. Any representation or warranty made by Maker under this Note shall be untrue or misleading in any material respect when made.

d. Maker shall have breached any of its covenants and agreements hereunder.

then, in each case where an Event of Default occurs, the Payee, by notice in writing to Maker shall inform Maker of such Event of Default and if such default is not cured within sixty business days from the date such notice is received by Maker, then Payee, may, at its option, declare the outstanding Principal Amount to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

As additional consideration for the execution and delivery of this Note, on the Payment Date Maker shall pay Payee an additional one percent (1%) of the Principal Amount.

2. Representations of Payee. The Payee hereby acknowledges, represents and warrants to, and agrees with, the Maker as follows:

a. The Payee is executing the transactions contemplated by this Note and the Warrant Agreement dated ________________, 2007 between the Maker and Payee (the “Warrant Agreement”; capitalized terms used herein not otherwise defined shall have the meanings ascribed to such terms in the Warrant Agreement), for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution, or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in this Note, the Warrants or the Warrant Shares or any portion thereof. Further, the Payee does not have any contract, undertaking agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Note, the Warrants or the Warrant Shares (collectively, the “Securities”) in whole or in part.

 

b. The Payee is not investing in the Securities as a result of, or subsequent to, any advertisement, article, notice, or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than the officers of the Maker.

c. Payee understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or registered or qualified under any the securities laws of any state or other jurisdiction, and are “restricted securities,” and cannot be resold or otherwise transferred unless they are registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available.

d. Payee is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(3).

e. Payee is (i) experienced in making investments of the kind described herein and in the Warrant Agreement and related documents, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Maker or any of its affiliates or selling agents), to protect his own interests with respect to the Securities, and (iii) able to afford the entire risk of loss of his investment in the Securities.

f. Payee has the financial ability to bear the economic risk of his investment in the Securities, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to any investment made pursuant to this Note and the Warrant Agreement. Payee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities.

g. Payee has reviewed or received copies of all reports and other documents filed by Maker with the Securities and Exchange Commission and any other documents or information requested by Payee. 

h. Other than as set forth herein, Payee is not relying upon any other information, representation or warranty by Maker, or any officer, employee, agent or affiliate of Maker in determining to invest in the Securities.  Payee has consulted, to the extent deemed appropriate by Payee, with the Payee’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Securities and on that basis believes that his investment in the Securities is suitable and appropriate for Payee.

 

3. Miscellaneous.

a. This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Maker and Payee.

b. All notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

(a)	If to the Maker:
	Sentra Consulting Corp.
	466 Central Avenue, 2nd Floor
	Cedarhurst, New York 11516
	Telecopy: (516) ___________
(b)	With copies to:
	David Lubin & Associates, PLLC
	26 East Hawthorne Avenue
	Valley Stream, NY 11580
	Telecopy: (516) 887-8250
(c)	If to Payee:
	__________________________
	__________________________
	__________________________
	__________________________
(d)	With copies to:
	__________________________
	__________________________
	__________________________
	__________________________

 

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, (iii) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt or (iv) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt.

c. This Note is to be governed by and construed in accordance with the laws of the State of New York. In any action brought under or arising out of this Note, the Maker hereby consents to the in personam jurisdiction of any state or federal court sitting in New York, New York, waives any claim or defense that such forum is not convenient or proper, and consents to service of process by any means authorized by New York law.

	SENTRA CONSULTING CORP.
	By: _____________________________
	Name:
	Title:
	_________________________________