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                             CENTRA INDUSTRIES, INC.

                              INCENTIVE BONUS PLAN


1. The purpose of this Incentive Bonus Plan (the "Plan")is to provide incentive
and reward to employees who contribute to the success of the enterprise by their
invention, ability, industry, loyalty or exceptional service, through making
them participants in that success. The term "employees" shall mean persons
employed by Centra Industries, Inc. (the "Company") or any subsidiary in which
the Company owns directly or indirectly 80% or more of the common stock and
shall include employees who are also directors of Centra Industries, Inc. or of
any such subsidiary.

2 (a). The Company shall maintain a bonus reserve, to which shall be credited
for each year an amount which the independent public accountants of the Company
determine and report to be 10% of net earnings after deducting 6% on the
Company's net capital, except that for any year the Bonus and Salary Committee
(the "Committee")may in its discretion direct that a lesser amount be credited.

(b). Before the determination of bonus awards each year by the Committee, the
independent public accountants of the Company shall determine and report the
total amount available in the bonus reserve. The Committee may award bonuses
totaling the amount available as determined and reported by the independent
public accountants, but the Committee shall not be obliged to make bonus awards
in the full amount so reported. Bonus awards under this Plan and such other
amounts arising out of the administration of this Plan as the Committee may
determine shall be charged to the bonus reserve. Balances retained in the bonus
reserve each year shall, except to the extent otherwise directed by the
Committee, be carried forward and be available in a future year or years.

(c). In the event that the amount determined and reported by the Company's
independent public accountants in any year as available for credit to the
reserve should for any reason later prove to have been more than 10% of net
earnings after deducting 6% on net capital, the bonus reserve shall be debited
and the appropriate account of the Company shall be credited by the amount of
such excess, except that if the amount credited to the bonus reserve was less
than the amount determined and reported by the accountants, the amount required
for adjustment shall be reduced by such difference; and if the amount in the
bonus reserve is less than the amount of such adjustment, the reserve shall be
reduced immediately upon any subsequent credit to the reserve until the amount
of the adjustment has been completely offset. In the event that the amount
determined and reported by the independent public accountants as available in
the bonus reserve should for any reason later prove to have been overstated, the
amount then or subsequently available in the reserve shall be reduced
accordingly.

Any excess credits or charges to the bonus reserve and any overstatement of the
amount available in the bonus reserve, however occasioned, shall thus be
corrected exclusively by adjustment of the bonus reserve then or subsequently
available and not by recourse to any person.

3 (a). The term "net earnings" as used in this Plan shall mean, for each year,
the amount (after provision for bonus and interest on debt) reported in the
Company's annual statement of income which is transferred to earned surplus as
shown by the annual statement of surplus, plus the amounts of such provision for
bonus and interest on debt included in net capital as defined in Section 3(b).
Interest on debt shall include charges or credits arising out of premium or
discount paid or received with respect to such debt.

(b). The term "net capital" as used in this plan shall mean the total of capital
stock and surplus, plus debt of Centra Industries, Inc. on a consolidated basis,
as shown on the balance sheet as of the end of the year

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preceding the year for which the net earnings are taken, less any treasury stock
(other than unawarded stock held for bonus purposes), plus or minus a
proportionate allowance for any change during the year, based on the period of
such change, in the amount of capital stock, surplus, or debt, from newly issued
or finally retired capital stock (except treasury stock previously deducted) or
from increase or decrease in the outstanding principal of debt.

The term "debt" as used in this Plan shall mean the unpaid principal amount of
all indebtedness of Centra Industries, Inc. on a consolidated basis as principal
and not as surety or guarantor, having a maturity at the time of its creation of
more than one year, independent of acceleration, and evidenced by a bond,
debenture, or promissory note.

(c). The terms "balance sheet," "statement of income," and "statement of
surplus" as used in this Plan shall mean, for each year, those statements of the
Centra Industries, Inc. and consolidated subsidiaries certified by the Company's
independent public accountants and contained in the Company's annual report to
stockholders.

4. Full power and authority to construe, interpret, and administer this plan
shall be vested in the Committee as from time to time constituted pursuant to
the Company's By-Laws. Decisions of the Committee shall be final, conclusive,
and binding upon all parties, including the Company, the stockholders, and the
employees, provided, however, that the Committee shall rely upon and be bound by
the amount of the net earnings, the amount of net capital, the maximum amount
which may be credited to the bonus reserve, the total amount available in the
reserve, and the value of stock for award purposes, all as reported by the
Company's independent public accountants.

5 (a). An employee shall be eligible for consideration for bonus if at the end
of the year he or she is receiving a salary at or above such monthly rate (which
may differ with respect to employees outside the United States from the rate
with respect to employees in the United States) as the Committee shall from year
to year determine, but the Committee may, in its discretion, award bonuses to
employees receiving salaries below the eligible monthly rate in special cases. A
person whose employment terminates during the year or who is granted a leave of
absence during the year, and who at the time of such termination of employment
or granting of leave is receiving a salary at or above the eligible monthly rate
established for that year by the Committee, may, at the discretion of the
Committee and under such rules as the Committee may from time to time prescribe,
be awarded a bonus with respect to the period of his or her services during the
year. An employee whose compensation under a contract of employment is
determined in whole or in part on a commission basis or by the earnings of a
sales or service branch (whether or not separately incorporated) shall not be
eligible for bonus for the period during which his or her compensation is so
determined, nor shall such compensation be charged against the bonus reserve,
but the Committee shall have exclusive jurisdiction to approve, disapprove,
modify or amend all plans to compensate employees, otherwise eligible for bonus,
in whole or in part on a commission basis or by the earnings of a sales or
service branch. A person who is compensated on the basis of fee or retainer, as
distinguished from salary, shall not be eligible for bonus for the period during
which he or she is so compensated.

(b). Membership on a committee of directors shall not itself render a person
eligible for a bonus. Membership on the Bonus and Salary Committee or on the
Audit Committee shall render a person ineligible for a bonus award.

6. The Committee shall have discretion with respect to the determination of each
bonus award. Recommendations for bonus awards shall be made to the Committee by
the person discharging the duties of chief executive officer of the Company
under such procedure as may from time to time be prescribed by the Committee
except, however, that the chief executive officer shall not make recommendations
with

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respect to officers of the Company, but such bonus shall be dealt with
exclusively by the Committee under such procedure as it may determine.

Upon final determination of bonus awards by the Committee, each award of $10,000
or less (cash or stock of equivalent award value) shall be paid at the time of
award. Each award of more than $10,000 shall be paid in annual installments of
20%, the first such installment at the time of award, and the remaining
installments in January of each succeeding year (until the full amount of the
award is paid) if earned out by the beneficiary by continuing service with the
Company, at the rate of 1/12th of the amount of the first installment for each
complete month of service beginning with January of the year of the
determination.

7 (a). Bonus awards for any year shall be in cash or in the Company's Common
Stock or partly in cash and partly in Common Stock, as the Committee in its
discretion shall determine.

(b). With respect to bonus awards which become payable partly or wholly in cash,
the amount of cash payable at the time of award shall be paid forthwith to the
beneficiaries. The remaining cash shall be retained by the Company (without
liability for interest) pending its being earned out by and paid to the
beneficiaries at the times specified.

(c). With respect to bonus awards which become payable partly or wholly in the
Company's Common Stock, the shares payable at the time of award shall be
delivered forthwith to the beneficiaries. The remaining stock shall be retained
by the Company as treasury stock pending its being earned out by and delivered
to the beneficiaries at the times specified. On each dividend payment date after
March 31 of the year of an award of stock, the record date for which occurs
after the date of the award but before the date of the registration of all such
awarded stock in the name of the beneficiary, the Company shall (except as
otherwise provided in Section 8(b)) pay to the beneficiary, with respect to any
such awarded stock not registered in his name on or before such record date, an
amount equal to the value of the dividends which the beneficiary would have
received if such stock had been registered in his name on such record date.

8 (a). A beneficiary whose employment terminates by dismissal for cause, of
which the Committee shall be the sole judge, shall lose any right to earn out
his or her unearned bonus awards.

A beneficiary who voluntarily terminates his or her employment shall have no
right to earn out his or her unearned bonus awards, unless and to the extent the
Committee, in its sole discretion, decides otherwise. In the event of such
decision, the beneficiary may earn out his or her unearned bonus awards,
provided that and for so long as such beneficiary, to the satisfaction of the
Committee, refrains from engaging directly or indirectly in activities
competitive with the activities of the Corporation and from acting or conducting
himself or herself in a manner inimical or in any way contrary to the best
interests of the Company.

A beneficiary whose employment terminates for any reason other than as above set
forth in this Section 8(a), of which the Committee shall be the sole judge, may
retain his or her rights to earn out unearned bonus awards to such extent as the
Committee may decide. However, if he or she shall thereafter act or conduct
himself or herself in a manner inimical or in any way contrary to the best
interests of the Company, of which the Committee shall be the sole judge, he or
she shall lose his rights thereafter, beginning with the first of the month in
which such act or conduct occurs, to earn out unearned bonus awards; except that
no installment or amount paid or delivered before the date of the decision of
the Committee shall be required to be returned.

(b). A beneficiary who loses his or her rights to earn out unearned bonus awards
shall receive forthwith all earned-out portions of bonus awards and all amounts,
if any, payable in accordance with the provisions

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of Section 7(c) with respect to such earned-out stock, but not with respect to
unearned stock. As to any installment payable in stock, a fractional share shall
not be delivered but shall instead be purchased by the Company at the closing
market price of the Common Stock on the date of termination of earning-out
rights. The balance of unearned bonus awards, including unearned stock at its
award value, shall be included in net earnings of the Company and any such
unearned stock shall be retained in the special account designated for bonus
purposes at such award value.

9. If a beneficiary dies, his or her unpaid and undelivered bonus awards and
dividend equivalents shall be paid and delivered to his or her legal
representatives or to the persons entitled thereto as determined by a court of
competent jurisdiction, at such times and in such manner as if the beneficiary
were living.

10 (a). The Committee shall from time to time recommend to the Company the
purchase of Common Stock for bonus purposes in such amounts as the Committee may
determine. Stock purchased pursuant to such recommendation shall be valued at
cost and placed in a special account designated for bonus purposes. The
Committee may after the close of any year and before bonus awards for such year
are determined recommend to the Corporation the transfer to the special account
of other treasury stock held by the Company. Stock placed in the special account
pursuant to such recommendation shall be placed therein at the average value at
which all treasury stock (other than stock held for bonus purposes) is carried
on the Company 's books or at a value per share equal to the average of the
daily closing market prices of the Company's stock on any stock exchange or
NASDAQ during such preceding year, whichever value is higher.

(b). Stock shall be valued for award purposes at the average value, determined
and reported by the Company's independent public accountants, at which all
unawarded stock is carried in the special account on such date as may be fixed
by the Committee.

11. Any corporation in which Centra Industries, Inc. owns an interest, but the
employees of which are not eligible for bonus under this Plan because Centra
Industries, Inc. does not own directly or indirectly 80% or more of the common
stock, and any corporation in which Centra Industries, Inc. owns an interest and
which is incorporated, or does substantially all of its business, outside of the
United States, may without regard to the limitations of this plan have a
separate bonus plan. A bonus provision under such separate bonus plan shall not
be included in or considered a part of the provision under the Company 's Plan
nor shall awards made under such separate bonus plan be charged against the
bonus reserve of the Company. The income from and investment in such other
corporation shall not be excluded from net earnings or net capital as herein
defined.

12. While it is contemplated that bonuses will be awarded annually, the
Committee shall have the right from time to time to modify or suspend this Plan;
provided, however, that no modification of the plan by the Committee without
approval of the stockholders shall increase the maximum amount which may be
credited to or charged against the bonus reserve as hereinabove provided or
render any member of the Committee or of the Audit Committee eligible for an
award of bonus.

13. The expenses of administering this Plan and the dividend equivalents which
become payable hereunder shall be borne by the Company and not charged against
the bonus reserve.

14. In the event of a change in the Company 's fiscal year, this Plan shall
apply, with pro rata adjustment in the deduction for net capital, to any
intermediate period not consisting of 12 months and shall then apply to each
fiscal year following.

15. Every right of action by or on behalf of the Company or by any stockholder
against any past, present or future member of the Board of Directors, officer or
employee of the Company arising out of or in

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connection with this Incentive Bonus Plan shall, irrespective of the place where
action may be brought and irrespective of the place or residence of any such
director, officer or employee, cease and be barred by the expiration of three
years: (a) from the date of the act or omission in respect of which such right
of action arises; or (b) from the date when the Company 's Annual Report
containing the amount of the related credits to the bonus reserve or aggregate
bonus awards is made generally available to stockholders, whichever date is
later; and any and all right of action by any employee (past, present or future)
against the Company with respect to an award under this Plan or with respect to
an award under this Plan or with respect to an alleged violation of this plan
shall irrespective of the place where action may be brought, cease and be barred
by the expiration of three years: (a) from the date of the act or omission in
respect of which such right of action arises; or (b) from the date of final
determination of the respective bonus award or awards by the Committee,
whichever date is later.

16. Withholding. The Company shall have the right to withhold, or require a
beneficiary to remit to the Corporation, an amount sufficient to satisfy any
applicable federal, state, local or foreign withholding tax requirements imposed
with respect to the payment of any bonus.

17. Nontransferability. Except as expressly provided by the Committee, the
rights and benefits under the Plan are personal to a beneficiary and shall not
be subject to any voluntary or involuntary alienation, assignment, pledge,
transfer or other disposition.

18. Unfunded Plan. The Company shall have no obligation to reserve or otherwise
fund in advance any amounts that are or may in the future become payable under
the Plan. Any funds that the Company, acting in its sole and absolute
discretion, determines to reserve for future payments under the Plan may be
commingled with other funds of the Company and need not in any way be segregated
from other assets or funds held by the Company. An employee's rights to payment
under the Plan shall be limited to those of a general creditor of the Company.

19. Adoption, Amendment, Suspension and Termination of the Plan.

(a) Subject to the approval of the Plan by the holders of a majority of the
Company's Common Stock represented and voting on the proposal not later than at
the 2003 annual meeting of stockholders, the Plan shall be effective for the
2002 fiscal year and shall continue in effect until the fifth anniversary unless
earlier terminated as provided below. Upon such approval of the Plan by the
Company's stockholders, all bonuses awarded under the Plan on or after March __,
2002 shall be fully effective as if the stockholders had approved the Plan on or
before March __, 2002.

(b) Subject to the limitations set forth in Section 19(b), the Board may at any
time suspend or terminate the Plan and may amend it from time to time in such
respects as the Board may deem advisable; provided, however, that the Board
shall not amend the Plan in any of the following respects without the approval
of stockholders then sufficient to approve the Plan in the first instance:

     (1) To increase the maximum amount of bonus that may be paid under the Plan
     or otherwise materially increase the benefits accruing to any beneficiary
     under the Plan;

     (2) To materially modify the requirements as to eligibility for
     participation in the Plan;

     (3) To change the material terms of the stated performance goal.


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(c) No bonus may be awarded during any suspension or after termination of the
Plan, and no amendment, suspension or termination of the Plan shall, without the
consent of the person affected thereby, alter or impair any rights or
obligations under any bonus previously awarded under the Plan.

20. Governing Law. The validity, interpretation and effect of the Plan, and the
rights of all persons hereunder, shall be governed by and determined in
accordance with the laws of the State of Delaware, other than the choice of law
rules thereof.

21. This plan shall become effective as of January 1, 2002.