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                             CENTRA INDUSTRIES, INC.
                            TWO NORTH COLLEGE AVENUE
                          FAYETTEVILLE, ARKANSAS 72701


                                   May 2, 2002

DCD Consulting LLC
7125 McGuire Road
Fayetteville, Arkansas 72701
Attention:  Lisa A. Rodriguez

Dear Ms. Rodriguez:

         We are pleased to set forth the terms of the retention of DCD
Consulting LLC ("Consultant") by Centra Industries, Inc. (collectively with its
affiliates, the "Company").

         1. Consultant will assist the Company as the Company's business advisor
in connection with the following proposed activities:

                  (a) assist the Company in the identification and selection of
         appropriate members of management, Board of Directors, and advisory
         board members;

                  (b) assist the Company in seeking sources of business and
         acquiring companies to expand the scope of the Company's business; and

                  (c) otherwise assist the Company with advancing its business
         objectives, including analyzing the Company's business and revenue
         models and capital structure, and identifying strategic partners.

         2. In connection with Consultant's activities on the Company's behalf,
Consultant will familiarize itself with the business, operations, properties,
financial condition, and prospects of the Company. In connection with
Consultant's role as business advisor, we would expect your services to include
such additional advisory and related services as may be mutually agreed upon by
Consultant and the Company. The retention by the Company of Consultant as
heretofore described shall be for a period of 22 months commencing May 2, 2002.


         3. In connection with Consultant's activities on the Company's behalf,
the Company will cooperate with Consultant and will furnish Consultant with all
information and data concerning the Company (the "Information") which Consultant
deems appropriate and will provide Consultant with access to the Company's
officers, directors, employees, independent accountants, and legal counsel. The
Company acknowledges and agrees that, in rendering its services hereunder,
Consultant will be using and relying on the Information without independent
verification thereof by Consultant or independent appraisal by Consultant of any
of the Company's assets. Consultant does not assume responsibility for any
information regarding the

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Company. Any advice rendered by Consultant pursuant to this Agreement may not be
disclosed publicly without our prior written consent.

         4. In consideration of our services pursuant to this Agreement,
Consultant shall be entitled to receive, and the Company agrees to pay
Consultant, the following compensation:

         (a)      A consulting fee of $25,000 upon the execution of this letter
                  and $25,000 per month for a period of 22 months. Such
                  consulting fee shall be payable commencing on the date hereof
                  and on the first day of each calendar month after the date
                  hereof during such period.

         (b)      In addition to the fees described in Paragraph 4 above, the
                  Company agrees to promptly reimburse Consultant for expenses
                  incurred in connection with its retention hereunder when
                  incurred or promptly thereafter.

         5. The Company agrees to indemnify Consultant in accordance with the
indemnification provisions (the "Indemnification Provisions") attached to this
Agreement as Annex A, which Indemnification Provisions are incorporated herein
and made a part hereof.

         6. Either party may terminate this Agreement at any time upon 30 days'
prior written notice, without liability or continuing obligation, except as set
forth in the following sentence. Neither termination of this Agreement nor
completion of the assignment contemplated hereby shall affect: (i) any
compensation earned by Consultant up to the date of termination or completion,
as the case may be, including the entirety of the consulting fees referenced in
Paragraph 4(a) hereof; (ii) the reimbursement of expenses incurred by Consultant
up to the date of termination or completion, as the case may be and (iii) the
Indemnification Provisions attached as Annex A hereto which are incorporated
herein, all of which shall remain operative and in full force and effect.

         7. The validity and interpretation of this Agreement shall be governed
by the laws of the State of Arkansas applicable to agreements made and to be
fully performed therein. The Company and Consultant each hereby irrevocably
submits to the jurisdiction of any court of the federal and state courts in the
State of Arkansas for the purpose of any suit, action, or other proceeding
arising out of this Agreement, or any of the agreements or transactions
contemplated hereby, which is brought by or against the Company or the
Consultant and (i) hereby irrevocably agrees that all claims in respect of any
such suit, action, or proceeding may be heard and determined in any such court
and (ii) to the extent that the Company or the Consultant has acquired, or
hereafter may acquire, any immunity from jurisdiction of any such court or from
any legal process therein, the Company and the Consultant each hereby waives, to
the fullest extent permitted by law, such immunity. The Company and the
Consultant each hereby waives, and agrees not to assert in any such suit,
action, or proceeding, in each case, to the fullest extent permitted by
applicable law, any claim that (a) the Company or the Consultant is not
personally subject to the jurisdiction of any such court, (b) the Company or the
Consultant is immune from

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any legal process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution, execution, or otherwise) with respect
to the Company's or the Consultant's property or (c) any such suit, action, or
proceeding is brought in an inconvenient forum.

         8. The benefits of this Agreement shall inure to the respective
successors and assigns of the parties hereto and of the indemnified parties
hereunder and their successors and assigns and representatives, and the
obligations and liabilities assumed in this Agreement by the parties hereto
shall be binding upon their respective successors and assigns.

         9. For the convenience of the parties hereto, any number of
counterparts of this Agreement may be executed by the parties hereto. Each such
counterpart shall be, and shall be deemed to be, an original instrument, but all
such counterparts taken together shall constitute one and the same Agreement.
This Agreement may not be modified or amended except in writing signed by the
parties hereto.

If the foregoing correctly sets forth our Agreement, please sign the enclosed
copy of this letter in the space provided and return it to us.

                                        Very truly yours,



                                        Centra Industries, Inc.

                                        By: /s/ Larry C. Garriott
                                           ------------------------------
                                           Name:  Larry C. Garriott
                                           Title:  Chairman


Confirmed and Agreed to:
this 2 day of  May, 2002


DCD Consulting LLC

By: /s/ Lisa A. Rodriguez
   ---------------------------
   Name:  Lisa A. Rodriguez
   Title:  President


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         ANNEX A

                           INDEMNIFICATION PROVISIONS



         The Company (as such term is defined in the Agreement (as such term is
defined below)) agrees to indemnify and hold harmless Consultant against any and
all losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses, and disbursements (and any and all actions, suits,
proceedings, and investigations in respect thereof and any and all legal and
other costs, expenses, and disbursements in giving testimony or furnishing
documents in response to a subpoena or otherwise), including, without limitation
the costs, expenses, and disbursements, as and when incurred, of investigating,
preparing, or defending any such action, suit, proceeding, or investigation
(whether or not in connection with litigation in which Consultant is a party),
directly or indirectly, caused by, relating to, based upon, arising out of, or
in connection with Consultant's acting for the Company, including, without
limitation, any act or omission by Consultant in connection with its acceptance
of or the performance or non-performance of its obligations under the letter
agreement dated May 2, 2002, between Consultant and the Company, as it
may be amended from time to time (the "Agreement"); provided, however, such
indemnity agreement shall not apply to any portion of any such loss, claim,
damage, obligation, penalty, judgment, award, liability, cost, expense, or
disbursement to the extent it is found in a final judgment by a court of
competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from the willful misconduct of Consultant. The Company
also agrees that Consultant shall not have any liability (whether direct or
indirect, in contract or tort or otherwise) to the Company for or in connection
with the engagement of Consultant except to the extent that any such liability
is found in a final judgment by a court of competent jurisdiction (not subject
to further appeal) to have resulted primarily and directly from Consultant's
willful misconduct.

         These Indemnification Provisions shall be in addition to any liability
which the Company may otherwise have to Consultant or the persons indemnified
below in this sentence and shall extend to the following: Consultant, its
affiliated entities, directors, officers, employees, legal counsel, agents, and
controlling persons (within the meaning of the federal securities laws). All
references to Consultant in these Indemnification Provisions shall be understood
to include any and all of the foregoing.


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         If any action, suit, proceeding, or investigation is commenced, as to
which Consultant proposes to demand indemnification, it shall notify the Company
with reasonable promptness; provided, however, that any failure by Consultant to
notify the Company shall not relieve the Company from its obligations hereunder.
Consultant shall have the right to retain counsel of its own choice to represent
it, and the Company shall pay the fees, expenses, and disbursements of such
counsel; and such counsel shall, to extent consistent with its professional
responsibilities, cooperate with the Company and any counsel designated by the
Company. The Company shall be liable for any settlement of any claim against
Consultant made with the Company's written consent, which consent shall not be
unreasonably withheld. The Company shall not, without the prior written consent
of Consultant, settle or compromise any claim, or permit a default or consent to
the entry of any judgment in respect thereof, unless such settlement,
compromise, or consent includes, as an unconditional term thereof, the giving by
the claimant to Consultant of an unconditional release from all liability in
respect of such claim.

         In order to provide for just and equitable contribution, if a claim for
indemnification pursuant to these Indemnification Provisions is made, but it is
found in a final judgment by a court of competent jurisdiction (not subject to
further appeal) that such indemnification may not be enforced in such case, even
though the express provisions hereof provide for indemnification in such case,
then the Company, on the one hand, and Consultant, on the other hand, shall
contribute to the losses, claims, damages, obligations, penalties, judgments,
awards, liabilities, costs, expenses, and disbursements to which the indemnified
persons may be subject in accordance with the relative benefits received by the
Company, on the one hand, and Consultant, on the other hand, and also the
relative fault of the Company, on the one hand, and Consultant on the other
hand, in connection with the statements, acts, or omissions which resulted in
such losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses, or disbursements and the relevant equitable
considerations shall also be considered. No person found liable for a fraudulent
misrepresentation shall be entitled to contribution from any person who is not
also found liable for such fraudulent misrepresentation. Notwithstanding the
foregoing, Consultant shall not be obligated to contribute any amount hereunder
that exceeds the amount of fees previously received by Stamford pursuant to the
Agreement.

         Neither termination nor completion of the engagement of Consultant
referred to above shall affect these Indemnification Provisions which shall then
remain operative and in full force and effect.