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                                                        THE BANK OF FAYETTEVILLE
                                                        P.O. BOX 1728
                                                        FAYETTEVILLE, AR 72702



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BORROWER:

CENTRA INDUSTRIES INC.
                                                                   LOAN DOCUMENT
LARRY GARRIOTT, INDIVIDUALLY

#2 NORTH COLLEGE AVE.
FAYETTEVILLE, AR 72701

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GRANTOR/MORTGAGOR:                                      OWNER:

CENTRA INDUSTRIES INC.                                  CENTRA INDUSTRIES INC.



#2 NORTH COLLEGE AVE.                                   #2 NORTH COLLEGE AVE.
FAYETTEVILLE, AR  72701                                 FAYETTEVILLE, AR  72701
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1.   FINANCING. Subject to the following conditions and execution of notes and
     other evidences of debt as Lender may require, Lender shall provide
     Borrower with the advances, loans and/or other financial accommodations
     identified in Schedule A (which is incorporated into this Agreement by this
     reference), as amended from time to time, as well as any other advances,
     loans and/or financial accommodations that Borrower and Lender may agree to
     in writing.

     Such advances, loans and/or other financial accommodations shall be
     evidenced and, if applicable, guaranteed by guarantors pursuant to and/or
     secured by collateral set forth in loan documents that are acceptable to
     Lender including, but not limited to, the documents identified in Schedule
     B which is incorporated into this Agreement by this reference), as amended
     from time to time (collectively the "Loan Documents").

     Borrower shall pay to Lender the principal, interest, fees, expenses and
     any other amounts pertaining to the advances, loans and/or other financial
     accommodations as described in this Agreement and the Loan Documents.

     Borrower acknowledges that it has paid Lender various loan proposal, loan
     commitment and/or other fees prior to the execution of this Agreement and
     that these fees shall not be returned to Borrower or applied against the
     advances, loans and/or other financial accommodations unless a contrary
     intention is specifically described in Lender's proposal or commitment
     letters or the Loan Documents.

2.   GUARANTIES. |_| If checked, Borrower shall cause the Guarantor(s) listed on
     the Guaranty Schedule attached to this Agreement (collectively "Guarantor")
     to deliver to Lender executed Guaranties on Lender's guaranty forms, and in
     such amounts as Lender shall require, that jointly and severally,
     absolutely and unconditionally, guaranty the payment and performance of all
     of Borrower's present and future, joint and/or several, direct and
     indirect, absolute and contingent, express and implied, indebtedness,
     liabilities, obligations, and covenants to Lender as described in this
     Agreement and the Loan Documents. In addition, Guarantor shall provide
     Lender with appropriate financial information including tax returns, a
     balance sheet and income information satisfactory to Lender from time to
     time as Lender requires, but not less frequently than annually.

3.   COLLATERAL. Borrower shall grant, and/or cause any Debtor(s), as defined
     below, to grant Lender a lien, security interest or other encumbrance upon
     the collateral (collectively the "Collateral") belonging to Borrower and/or
     any Debtors, as described in the Loan Documents, to secure the payment and
     performance of all of Borrower's present and future, joint and/or several,
     direct and indirect, absolute and contingent, express and implied,
     indebtedness, liabilities, obligations and covenants to Lender as described
     in this Agreement and the Loan Documents. The following parties (Owner and
     Grantor/Mortgagor), if any, will be collectively referred to as "Debtor(s)"
     in this Agreement:

     |X| Owner, identified above, whose tax identification and/or social
     security number(s) is 71-0861848 and who is an |_| individual(s) and a
     resident of the State of ______________. |X| A CORPORATION duly organized,
     validly existing and in good standing under the laws of ARKANSAS &
     DELAWARE. |X| Grantor/Mortgagor, identified above, whose tax identification
     and/or social security number(s) is 71-0861848 and who is an |_|
     individual(s) resident of the State of _____________. |X| A CORPORATION
     duly organized, validly existing, and in good standing under the laws of
     the State of ARKANSAS & DELAWARE.

4.   SUPERIOR AND CONTINUING LIENS AND GUARANTIES. The liens, security interests
     and other encumbrances granted to Lender shall be superior to any other
     liens, security interests, encumbrances and claims with respect to the
     Collateral (unless specifically noted otherwise in the Loan Documents). The
     guaranties and liens, security interests, and other encumbrances described
     in the Loan Documents shall continue and not be released until all of the
     indebtedness, liabilities, obligations and covenants guarantied or secured
     thereby shall have been paid and/or performed in full and Lender shall not
     be obligated to provide any additional advances, loans or other financial
     accommodations to or for the benefit of Borrower or, if applicable, any of
     the Debtors) of any kind.

5.   CONDITIONS PRECEDENT. Lender's obligations to provide Borrower with any
     advances, loans and/or other financial accommodations shall be subject to
     the following conditions precedent, all of which shall be at Borrower's
     expense:

         a.   Evidence of Existence. Lender shall be provided with such written
              evidence as required by Lender concerning Borrower and any
              Guarantors' and Debtors' legal names and good standing, and
              authorization to conduct business;

         b.   Execution and Delivery. Borrower shall execute and deliver to
              Lender the necessary Loan Documents and all other documents
              relating thereto, each in form and substance acceptable to Lender;

         c.   Authorization. Lender shall be provided with such written evidence
              as required by Lender that the representatives of Borrower and any
              Guarantors and Debtors are authorized to execute this Agreement
              and the Loan Documents on behalf of those parties and bind
              Borrower and any Guarantors and Debtors to the terms and
              conditions set forth therein;

         d.   Liens. Lender's liens, security interests, and other encumbrances
              upon the Collateral shall be attached, created, filed, perfected
              and recorded in accordance with applicable law and notice of such
              liens, security interests and encumbrances shall be provided to
              such parties as required by Lender;

         e.   Lien Searches. Lender shall be provided with UCC searches, title
              insurance policies, abstracts, title opinions, or other written
              evidence as required by Lender with respect to the validity,
              enforceability and priority of its liens, security interests and
              other encumbrances upon the Collateral;

         f.   Environmental Assessments. Lender shall be provided with
              environmental risk assessments and indemnifications as required by
              Lender with respect to the existence of and indemnification for
              any past, present or future environmental hazard pertaining to the
              Borrower or any Guarantors' and Debtors' business and assets
              (including, but not limited to, the Collateral);

         g.   Legal Opinions. Upon Lender's request, Lender shall be provided
              with a signed opinion of counsel for Borrower addressed to Lender
              (i) to the effect tat no litigation is pending or threatened
              against Borrower, except such as has been disclosed to Lender or
              is covered by insurance, (ii) to the effect that the Loan
              Documents have been duly and validly authorized, executed and
              delivered by

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              Borrower and are enforceable, except as limited by applicable
              bankruptcy, insolvency, reorganization, moratorium or similar
              laws affecting the enforcement of creditors' rights generally and
              except to the extent that general equitable principles may limit
              the right to obtain specific performance, (iii) the loan
              transactions entered into pursuant to this Agreement are not
              usurious, (iv) no registration with, consent of, approval of, or
              other action by any Federal, State, or other governmental
              authority of regulatory body to the execution and delivery of the
              Loan Documents is required by law, or if so required, such
              registration has been made, and consent or approval given or such
              other appropriate action taken, and (v) addressing such other
              matters as the Lender may reasonably request;

         h.   Financial Information. Borrower shall, and shall cause any
              Guarantors and Debtors to deliver to Lender a copy of annual
              financial statements, such statements to include (i) the balance
              sheet as of the end of each fiscal year requested by Lender and
              (ii) the related income statement, statement of retained earnings
              and statement of changes in the financial position for each fiscal
              year, prepared by such certified public accountants in accordance
              with generally accepted accounting principles ("GAAP") as may be
              reasonably satisfactory to Lender. Borrower also agrees, and shall
              cause any Guarantor and Debtor to agree, to deliver to Lender, a
              copy of income tax returns and also, such other financial
              information with respect to Borrower, or any Guarantor or Debtor,
              as Lender may request;

         i.   Absence of Breach. All of the representations and warranties of
              Borrower, or any Guarantor or Debtor under this Agreement or the
              Loan Documents shall be true and correct on and as of the date of
              the execution of those documents or date of any initial advances
              and/or extensions of the loans and/or other financial
              accommodations described therein;

         j.   Absence of Events of Default. No event of default shall exist
              under this Agreement or the Loan Documents nor shall any
              circumstances exist that would constitute such an event of default
              except for giving of notice or the passage of time or both on or
              before the date of execution of those documents or the date of any
              advances and/or extensions of the loans and/or other financial
              accommodations described therein;

         k.   Borrower shall have paid or cause to have been paid to Lender all
              fees and expenses due and payable under this Agreement or any
              other Loan Document on or before the date of execution of those
              documents or the date of any advances and/or extensions of the
              loans and/or other financial accommodations described therein; and

         l.   Other:

6.  REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender
    that:

         a.   Tax Identification. The tax identification and/or social security
              numbers of Borrower are as follows: 71-0861848 & ###-##-####.

         b.   Borrower's Residency. Borrower is |X| an individual(s) and a
              resident of the State of ARKANSAS. |X| A CORPORATION duly
              organized, validly existing and in good standing under the laws of
              the State of ARKANSAS & DELAWARE and licensed to conduct business
              in all of the jurisdictions in which its business is conducted;

         c.   Guarantor's Tax Identification and Residency. Guarantors are
              residents of the State(s) or duly organized, validly existing and
              in good standing under the laws of the State(s) shown in the
              Guaranty Schedule attached to this Agreement and licensed to
              conduct business in all of the jurisdictions in which their
              business is conducted. Guarantors' tax identification and/or
              social security numbers are those shown in the Guaranty Schedule
              attached to this Agreement.

         d.   Debtor's Tax Identification and Residency. Debtors are residents
              of the State(s) or duly organized, validly existing and in good
              standing under the laws of the State(s) shown in Section 3 of this
              Agreement and licensed to conduct business in all of the
              jurisdictions in which their business is conducted. Debtor's tax
              identification and/or social security numbers are those shown in
              Section 3 of this Agreement;

         e.   Ownership of Collateral. Borrower and any Debtors are and shall
              remain sole owners of their respective Collateral free of all tax
              and other liens, security interests, encumbrances and claims of
              any kind except for those specifically described in this Agreement
              and the Loan Documents. Without Lender waiving the event of
              default as a result thereof, Borrower shall take and cause any
              Debtors to take any action and execute any document needed to
              discharge any unauthorized liens, security interests, encumbrances
              and claims;

         f.   Location of Offices. The sole executive offices, places of
              business, offices where their business records are located,
              residences and domiciles of Borrower and any Guarantors and
              Debtors are specifically described in this Agreement and the Loan
              Documents. Borrower shall immediately advise and cause any
              Guarantors and Debtors to immediately advise Lender in writing of
              any change in or addition to the foregoing addresses;

         g.   Location of Collateral. All of Borrower's and any Debtors'
              property constituting a portion of the Collateral is and shall be
              located at Borrower's and such Debtor's respective executive
              offices, places of business, residences and domiciles specifically
              described in this Agreement and the Loan Documents or at such
              locations to which Borrower and such Debtors have obtained
              Lender's prior written consent;

         h.   Enforceability of Certain Collateral. All of Borrower's and any
              Debtors' accounts, contract rights, chattel paper, documents,
              general intangibles, instruments, and other rights and agreements
              constituting a portion of the Collateral are and shall be valid,
              genuine and legally enforceable obligations and rights belonging
              to Borrower and such Debtors against one or more third parties and
              are not and shall not be subject to any claim, defense, setoff or
              counterclaim of any kind;

         i.   Information. All information that has been provided to Lender by
              or on behalf of Borrower or any Guarantor or Debtor is true and
              correct. It does not and shall not omit any material fact
              necessary to make such information not misleading. All information
              that will be provided to Lender by or on behalf of Borrower or
              any Guarantor or Debtor shall be true and correct and shall not
              omit any material fact necessary to make such information not
              misleading. Neither Borrower nor any Guarantor or Debtor is aware
              of any fact which has or might have a material and adverse effect
              on their business operations, financial conditions, or assets or
              the Collateral or have failed or shall fail to disclose any
              material facts to Lender that might be relevant to Lender's
              decision to enter into or advance funds, make loans or provide
              financial accommodations under this Agreement or any of the Loan
              Documents;

         j.   Obligations. This Agreement and each Loan Document constitutes
              Borrower's legal and binding obligations to Lender and are fully
              enforceable in accordance with their respective terms and
              conditions;

         k.   Conflict of Laws. Borrower's and any Guarantors' and Debtors'
              execution of this Agreement and the Loan Documents and performance
              of their respective obligations thereunder does not and shall not
              conflict with the provisions of any statute, regulation,
              ordinance, rule of law, contract or other agreement which may now
              or hereafter be binding on those entities;

         l.   Default in Other Obligations. Neither Borrower nor any Guarantor
              or Debtor is or shall be in default under any material loan
              agreement, indenture, mortgage, security agreement or other
              agreement or obligation to which they are a party or by which any
              of their respective properties may be bound;

         m.   Litigations and Claims. No action, suit, proceeding, governmental
              investigation or arbitration is or shall be pending or, to the
              knowledge of Borrower, threatened against Borrower or any
              Guarantor or Debtor which might result in any material and adverse
              change in their respective business operations or financial
              conditions or materially affect the Collateral and there are and
              shall be no outstanding judgments against Borrower or any
              Guarantor or Debtor;

         n.   Solvency. Borrower and any Guarantors and Debtors are Solvent and
              shall continue to be Solvent after the execution of this Agreement
              and the Loan Documents and the creation of Lender's security
              interest in the Collateral. "Solvent" shall mean, with respect to
              the Borrower and any Guarantor and Debtor, at the time of
              determination, that the fair market value of its assets is in
              excess of the total amounts of its liabilities including
              contingent liabilities, that it is able to pay its debts as they
              mature, and that it has and shall have sufficient capital to
              conduct its business and other financial transactions;

         o.   Tax Returns. Borrower and each Guarantor and Debtor have filed and
              shall file all tax returns required to be filed by federal, state
              or local law (including, but not limited to, all income,
              franchise, employment, property and sales tax returns) and have
              paid and shall pay all of the tax liabilities and other fees and
              assessments charged against that entity or its property when due.
              Neither Borrower nor any Guarantor or Debtor knows of any pending
              investigation of those entities by any taxing or other
              governmental authority or of any pending but unassessed tax
              liability or other fee or assessment owing by those entities;

         p.   Margin Stock. Neither Borrower nor any Guarantor or Debtor is
              engaged principally, or as one of its important activities, in the
              business of extending credit for the purpose of purchasing or
              carrying margin stock (within the meaning of Regulation G, T, U or
              X of the Board of Governors of the Federal Reserve System), and no
              part of the advances, loans and/or other financial accommodations
              provided by Lender under this Agreement or any of the Loan
              Documents shall be used to purchase or carry any such margin stock
              or to extend credit to others for the purpose of purchasing or
              carrying margin stock. Neither Borrower, any Guarantor or Debtor,
              nor any person acting on their behalf has taken or shall take any
              action that might cause the transactions

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              contemplated by this Agreement or the Loan Documents to violate
              Regulations G, T, U or X or to violate the Securities Exchange Act
              of 1934, as amended;

         q.   Compliance with ERISA. Borrower and any Guarantors and Debtors
              have complied and shall comply with all applicable minimum funding
              and other requirements of the Employee Retirement Income Security
              Act of 1974, as amended ("ERISA"), and there are and shall be no
              existing conditions that would give rise to liability thereunder
              including, without limitation, any current or potential withdrawal
              liability from a multi-employer plan (as defined in Section 3(37)
              of ERISA). No reportable event (as defined in Section 4043 of
              ERISA) has occurred or shall occur in connection with any employee
              benefit plan of those entities that might constitute grounds for
              the termination thereof by the Pension Benefit Guaranty
              Corporation or for the appointment of a trustee to administer that
              plan. Borrower shall immediately notify and cause such Guarantors
              and Debtors to immediately notify Lender of any fact (including,
              but not limited to, any "reportable event" as that term is defined
              in Section 4043 of ERISA) arising in connection with an employee
              benefit plan belonging to those entities which might constitute
              grounds for the termination thereof by the Pension Benefit
              Guaranty Corporation or for the appointment of a trustee to
              administer that plan and, following such notification, Borrower
              shall provide or cause such Guarantors and Debtors to provide
              Lender with any additional information or documents as may be
              requested by Lender with respect thereto;

         r.   Investment Company. Neither Borrower nor any Guarantor or Debt is
              or shall be an "investment company" within the meaning of the
              Investment Company Act of 1940, as amended;

         s.   Holding Companies and Affiliates. Neither Borrower nor any
              Guarantor or Debtor is or shall be a "holding company" or a
              "subsidiary company" of a "holding company" or an "affiliate" of a
              "holding company" or a "public utility" within the meaning of the
              Public Utility Holding Company Act of 1935, as amended;

         t.   Compliance with Applicable Environmental Law. Borrower, each
              Guarantor and Debtor, and their respective properties are and
              shall be in compliance with all environmental, health and safety
              laws, rules and regulations and neither Borrower nor any Guarantor
              or Debtor is or shall be subject to any liability or obligation
              for remedial action thereunder. No investigation or inquiry by any
              governmental authority is or shall be pending or, to the knowledge
              of Borrower, threatened against Borrower, any Guarantor or Debtor,
              or any of their respective properties with respect to any toxic
              waste, toxic substance or Hazardous material as defined herein. No
              Hazardous materials are or shall be located on or under or from
              Borrower's or any Guarantor's or Debtor's properties. Neither
              Borrower, nor any Guarantor or Debtor has caused or permitted or
              shall cause or permit any toxic or hazardous waste or substance to
              be stored, transported, or disposed of on or under or released
              from any of its properties. The term "Hazardous Materials" shall
              mean any substance, material or waste which is or becomes
              regulated by any governmental authority including, but not limited
              to: (i) petroleum and petroleum related products, (ii) asbestos,
              (iii) polychlorinated biphenyls, (iv) those substances, materials
              or wastes designated as a "hazardous substance" pursuant to
              Section 311 of the Clean Water Act or listed pursuant to Section
              307 of the Clean Water Act or any amendments or replacements to
              these statutes, (v) those substances, materials or wastes defined
              as a "hazardous waste" pursuant to Section 1004 of the Resource
              Conservation and Recovery Act or any amendments or replacements to
              that statute or any state equivalents, or (vi) those substances,
              materials or wastes defined as a "hazardous substance" pursuant to
              Section 101 of the Comprehensive Environmental Response,
              Compensation and Liability Act, or any amendments or replacements
              to that statute, or (vii) any "hazardous waste," hazardous
              material, "hazardous substance" or "chemical substance or mixture"
              or similarly regulated substances or materials as such phrases are
              defined in or regulated pursuant to any applicable state or local
              law, regulation or ordinance governing the generation, storage,
              discharge, transportation or disposal of the same;

         u.   Compliance with Other Laws. Neither Borrower nor any Guarantor or
              Debtor has violated or shall violate any applicable federal,
              state, county or municipal statute, regulation or ordinance which
              may materially and adversely affect its respective business
              operations or financial condition or the Collateral. No event of
              default (or circumstances which, with notice or the passage of
              time or both, would constitute an event of default) has occurred
              or shall occur under this Agreement or the Loan Documents;

         v.   Purpose. This Agreement and the Loan Documents and the obligations
              described herein and therein are executed and incurred for
              business or agricultural and not consumer purposes and all
              proceeds of Lender's advances, loans and/or other financial
              accommodations to Borrower shall be used exclusively in the
              Borrower's business and for no other purpose;

         w.   Lender's influence. Borrower acknowledges and agrees that Lender
              has not exercised or attempted to exercise, directly or
              indirectly, any degree of control or influence of any kind
              whatsoever over the internal business operations or financial
              affairs of Borrower, or to the best of Borrower's knowledge, any
              Guarantor or Debtor. Borrower shall immediately notify and cause
              any Guarantors and Debtors to immediately notify Lender in writing
              of any actions that they consider to constitute an exercise or
              attempt to exercise such control or influence in the future.
              Borrower acknowledges and agrees that Lender has not acted as a
              business, investment or financial consultant or advisor to
              Borrower or any Guarantor or Debtor. Borrower shall notify and
              cause such Guarantors and Debtors to notify Lender in writing of
              any attempt by Lender to act as a consultant or advisor to those
              entities in the future;

         x.   Lender's Duty. Lender does not have and shall not have any
              fiduciary or similar duty to Borrower, any Guarantor or Debtor;

         y.   Lender's Relationship. Lender has not participated and shall not
              participate in any type of joint venture or partnership with
              Borrower, or any Guarantor or Debtor and the execution and
              consummation of this Agreement and the Loan Documents and the
              transactions contemplated therein do not and shall not constitute
              or amount to a joint venture or partnership;

         z.   Lender Not an Agent. Except as expressly set forth in this
              Agreement or the Loan Documents, Lender has not acted and shall
              not act in any respect as the agent of Borrower or any Guarantor
              or Debtor for any purpose and no agency relationship has been or
              shall be crated by the execution of this Agreement and the Loan
              Documents or the consummation of the transactions contemplated
              thereby;

         aa.  Governmental Approvals. Borrower, each Guarantor and Debtor have
              obtained and will continue to obtain all governmental approvals,
              including but not limited to, approvals required by any federal,
              state, county or municipal statute, regulation or ordinance
              required to fulfill any obligations required pursuant to this
              Agreement or the Loan Documents; and

         ab.  Financial Changes. There has been no adverse material financial
              change to Borrower, Guarantor or any Debtor since the last
              financial statements were provided to Lender.

7. COVENANTS OF BORROWER. Borrower covenants and agrees with Lender as follows:

         a.   Beneficiaries. Each of the Guarantors and Debtors, if any, by
              virtue of their interest in or relation to Borrower, shall receive
              a substantial benefit from Lender's advances, loans and/or other
              financial accommodations to Borrower and such benefit shall
              constitute adequate consideration for the Lender's advances, loans
              and/or other financial accommodations to Borrower and such benefit
              shall constitute adequate consideration for the obligations
              assumed by any Guarantor and Debtors under this Agreement and the
              Loan Documents;

         b.   Change of Name. Borrower shall provide and cause any Guarantors
              and Debtors to provide Lender with thirty (30) or more days' prior
              written notice of the nature of any intended change in their
              respective names, or the use of any tradename, and when such
              change or use shall become effective;

         c.   Use of Collateral. Borrower shall use and cause any Debtors to use
              the Collateral solely in the ordinary course of their respective
              businesses, for the usual purposes intended by the manufacturer
              (if applicable), with due care, and in compliance with the laws,
              ordinances, regulations, requirements and rules of all federal,
              state, county and municipal authorities and insurance policies.
              Borrower shall not make and shall cause any Debtors to retrain
              from making any alterations, additions or improvements to the
              Collateral without the prior written consent of Lender. Without
              limiting the foregoing, all alterations, additions and
              improvements made to the Collateral shall be subject to the
              security interest belonging to Lender, shall not be removed
              without the prior written consent of Lender, and shall be made at
              Borrower's and the Debtors' sole expense. Borrower shall take and
              cause any Debtors to take all actions and make any repairs or
              replacements needed to maintain the Collateral in good condition
              and working order;

         d.   Insurance. Borrower shall maintain and cause any Debtor to
              maintain insurance on the Collateral in an amount and form and
              from such companies as are acceptable to Lender and/or
              specifically provided in the Loan Documents. The insurance
              policies shall require the insurance companies to provide Lender
              with at least 15 days' written notice before such policies are
              altered or cancelled in any manner. The insurance policies shall
              name lender as a loss payee and provide that no act or omission of
              Borrower, any Debtor, or any other person shall affect the right
              of Lender to be paid the insurance proceeds pertaining to the loss
              or damage of the Collateral;

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         e.   Possession of Chattel Paper. Borrower shall provide and cause any
              Debtors to provide Lender with possession of all chattel paper and
              instruments constituting a portion of the Collateral and mark such
              chattel paper and instruments to reflect Lender's security
              interest therein;

         f.   Collection Practices. Borrower shall continue to apply and cause
              any Debtors to continue to apply their established credit policies
              with respect to all future credit transactions. Borrower shall
              continue to apply and cause any Debtors to continue to apply their
              established credit policies with respect to all future credit
              transactions. Borrower shall use and cause any Debtors to use
              their best efforts to collect from their account, debtors and
              other third parties, as and when due, any and all amounts owing
              under or with respect to each account, contract right document,
              general intangible, instrument or other agreement (including,
              without limitation, engaging legal assistance to collect
              delinquent obligations from their account debtors and other third
              parties) and apply the collected amounts against the outstanding
              balances on those obligations and agreements;

         g.   Records. Borrower shall maintain and cause any Guarantors and
              Debtors to maintain complete and accurate books and records of
              their respective financial conditions, businesses and properties
              and with respect to the Collateral and such records shall be
              maintained in accordance with GAAP consistently applied, and
              reflecting all financial transactions;


         h.   Financial Information. Borrower will, and shall cause any
              Guarantors and Debtors to, at all times keep proper books of
              record and account in which full, true and correct entries shall
              be made in accordance with "GAAP" and will deliver to Lender,
              within ninety (90) days after the end of each fiscal year of
              Borrower, Guarantor, and Debtor a copy of the annual financial
              statements of Borrower, Guarantor, and Debtor relating to such
              fiscal year, such statements to include (i) the balance sheet of
              Borrower, Guarantor, and Debtor as at the end of such fiscal year
              and (ii) the related income statement, statement of retained
              earnings and statement of changes in the financial position of
              Borrower, Guarantor, and Debtor for such fiscal year, prepared by
              such certified public accountants as may be reasonably
              satisfactory to Lender. Borrower also agrees to deliver, and
              shall cause any Guarantors and Debtors to deliver, to Lender
              within fifteen (15) days after filing same, copy of Borrowers',
              Guarantor's and Debtor's income tax returns and also, from time
              to time, such other financial information with respect to
              Borrower, Guarantor and Debtor as Lender may request;

         i.   Inspection of Records. Borrower shall permit and cause any
              Guarantors and Debtors to permit officers, agents and employees of
              Lender to examine their business and financial records and
              properties and the Collateral and to discuss any issues pertaining
              to their business operations, financial conditions or the
              Collateral with their officers, employees, accountants and other
              representatives and agents;

         j.   Repayment. Borrower and any Guarantors and Debtors shall duly and
              punctually repay the advances, loans and/or other financial
              accommodations evidenced by this Agreement and the Loan Documents
              in accordance with the terms of the Loan Documents and performance
              of their other respective obligations hereunder or thereunder;

         k.   Lists. At Lender's request, Borrower shall provide and cause any
              Debtors (who own or will become the owners of any farm products
              constituting a portion of the Collateral) to provide Lender with a
              list describing the names and addresses of each buyer, commission
              merchant or selling agent who has purchased farm products from
              Borrower or such Debtors during the last three (3) years and the
              name and address of each buyer, commission merchant or selling
              agent expected to purchase farm products from Borrower or such
              Debtors during the next twelve (12) months upon the execution of
              this Agreement. Borrower shall immediately provide and cause such
              Debtors to immediately provide Lender with a list describing the
              names and addresses of any additional buyers, commission merchants
              or selling agents who are expected to purchase farm products from
              Borrower or such Debtors thereafter. Without limiting the
              foregoing, Borrower shall provide and cause such Debtors to
              provide Lender with a list describing the names and address of
              each buyer, commission merchant or selling agent who has purchased
              farm products from Borrower or such Debtors during the past year
              or who is expected to purchase farm products from Borrower or such
              Debtors within the next twelve (12) months at the request of
              Lender on three (3) days' written notice. In addition, if the
              Collateral is subject to the jurisdiction of a State that has or
              subsequently implements a central filing system for farm products
              consistent with the Food Security Act, the Borrower and/or Debtor
              will comply with the provisions of the central filing system and
              Lender will be entitled to all the protections under the central
              filing system;

         l.   Notification. Regarding Events of Default. Without limiting any of
              the representations, warranties and covenants contained herein,
              Borrower shall immediately notify and cause any Guarantors and
              Debtors to immediately notify Lender of: (i) the occurrence of any
              event of default (or circumstances which, with notice or the
              passage of time or both, would constitute an event of default)
              under this Agreement or the Loan Documents (ii) the commencement
              of any action, suit, or proceeding or any other matter that might
              have a material adverse effect on the Borrower, any Guarantor or
              Debtor, or the Collateral, (iii) any change in the management of
              Borrower;

         m.   Borrower's Agreement to Take Action. Borrower shall execute and
              deliver and cause any Guarantors and Debtors to execute and
              deliver to Lender any documents and take any actions as may be
              requested by Lender to carry out the intent and purpose of this
              Agreement and the Loan Documents and the transactions contemplated
              thereby and to preserve and perfect Lender's liens, security
              interests and other encumbrances in the Collateral;

         n.   Restructuring. Neither Borrower nor any Guarantor or Debtor shall
              become a party to any restructuring of its form of business or
              participate in any consolidation, merger, liquidation or
              dissolution without obtaining Lender's prior written consent
              thereto;

         o.   Substitution of Certain Collateral. Borrower shall not amend,
              modify, replace or substitute and shall cause any Debtors not to
              amend, modify, replace or substitute any account, contract right,
              chattel paper, document, general intangible, instrument, or other
              right or agreement constituting the Collateral without the prior
              written consent of Lender;

         p.   Transfer/Sale of Collateral. Borrower shall not transfer, sell,
              lease, assign, convey or otherwise dispose of any of the
              Collateral or the properties or assets used in connection with or
              incidental to the operation of its business without the prior
              written consent of Lender except for inventory sold in the
              ordinary course of its business. No Guarantor, if any, shall
              transfer, sell, lease, assign, convey or otherwise dispose of any
              of its properties or assets that would materially and adversely
              affect its financial condition or ability to satisfy its
              obligations under this Agreement and the Loan Documents without
              the prior written consent of Lender. No Debtor, if any, shall
              transfer, sell, lease, assign, convey or otherwise dispose of any
              of the Collateral without the prior written consent of Lender
              except for inventory sold in the ordinary course of business.

         q.   Sale of Farm Products. If farm products may constitute a portion
              of the Collateral, neither Borrower nor any Debtor shall sell or
              otherwise dispose of any farm products in the ordinary course of
              business to a buyer, commission merchant, or selling agent not on
              the list of potential buyers described above (if required)
              without:

              (i)   Notifying Lender in writing of the identity of the buyer,
                    commission merchant, or selling agent of at least 7 days
                    prior to such sale, or accounting to Lender for the proceeds
                    of such sale not later than 10 days after such sale. IF
                    BORROWER FAILS TO PROVIDE LENDER WITH THIS INFORMATION AND
                    TO PAY OVER THE ENTIRE PROCEEDS OF ANY SALE OR OTHER
                    DISPOSITION WITHOUT OFFSET FOR ANY LIENS OR OTHERWISE WITHIN
                    TEN (10) DAYS AFTER THE SALE OR DISPOSITION, BORROWER SALL
                    BE SUBJECT TO:

              (ii)  Providing Lender with any other information and documents
                    needed to maintain its security interest in the farm
                    products and its right to receive the products thereof under
                    the Food Security Act of 1985, National Wool Act of 1954,
                    and other applicable law; and


              (iii) Preserving and assigning to Lender all of its trust and lien
                    rights under the Packers and Stockyard Act, Perishable
                    Agricultural Commodities Act and other applicable law.

         r.   Guaranties. Neither Borrower nor any Guarantor shall assume,
              guaranty or otherwise become liable for the obligations of any
              person or entity except for such Guarantor's guaranty of
              Borrower's obligations to Lender or by virtue of Borrower's or
              such Guarantor's endorsement of commercial paper or similar
              instruments in the ordinary course of business or except as
              follows:

         s.   Insider Loans. Borrower shall not make a loan to any of its
              shareholders, directors, officers or employees or any other person
              outside the ordinary course of Borrower's business without the
              prior written consent of Lender;

         t.   Fiscal Year. Borrower or any Guarantor or Debtor shall not change
              its fiscal year without the express written consent of Lender;

         u.   Prepayments. Borrower or any Guarantors or Debtor shall not make
              any voluntary or optional prepayment of any indebtedness for
              borrowed money incurred or permitted to exist under the terms of
              this Agreement, other than indebtedness evidenced by the Notes;
              and
<PAGE>

         v.   Financial Covenants. |_| If checked, the Borrower covenants and
              agrees that from the date hereof until payment in full of all
              indebtedness and the performance of all obligations under the Loan
              Documents, the Borrower shall at all times maintain the financial
              positions and ratios in accordance with GAAP (unless otherwise
              specified) as stated on the Financial Covenants Schedule attached
              to this Agreement.

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<PAGE>


8.   OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the other
     representations, warranties and covenants contained herein, Borrower
     represents and warrants to Lender and covenants and agrees with Lender as
     follows:

         1.   ANNUAL UNQUALIFIED CORPORATE AUDIT FOR CENTRA INDUSTRIES INC. TO
              BE PROVIDED WITHIN 90 DAYS OF FISCAL YEAR.

         2.   ANNUAL FINANCIAL STATEMENTS AND TAX RETURNS FOR LARRY GARRIOTT TO
              BE PROVIDED WITHIN 90 DAYS OF YEAR END.

9.   SPECIAL PROVISIONS FOR FARM PRODUCTS. If farm products constitute a portion
     of the Collateral, Borrower hereby authorizes and shall cause all Debtors
     (who own or will become the owners of any farm products constituting a
     portion of the Collateral) to authorize Lender to provide oral or written
     notice of its security interest in the farm products constituting a portion
     of the Collateral to any potential buyer, commission merchant or selling
     agent of the farm products or to any other person where the Lender, in its
     sole discretion, deems such notice to be reasonably necessary to protect
     its security interest and execute and record written notices of its
     security interest in such farm products in the recording system established
     by any state pursuant to the Food Security Act of 1985 and in any recording
     system established by any state pursuant to the Uniform Commercial Code.

     Borrower shall assign to Lender and cause any Debtors (who own or will
     become the owners of any farm products constituting a portion of the
     Collateral) to assign to Lender all of their respective trust and lien
     rights under the Packers and Stockyard Act, Perishable Agricultural
     Commodities Act and other applicable law upon the request of Lender.
     Borrower shall take and cause such Debtors to take all actions and execute
     all documents to preserve and assign the trust and lien rights as required
     by Lender.

10.  PRESENTMENT, DEMAND AND NOTICES. Borrower hereby waives and shall cause any
     Guarantors and Debtors to waive all of their respective rights, diligence,
     presentment, demand, protest, and notice (including, but not limited to,
     notice of dishonor, default, non-payment, and the creation, existence and
     extension of any and all indebtedness and obligations under this Agreement
     and the Loan Documents and of any security and collateral therefore) to the
     maximum extent permitted by law.

11.  DEFAULT. Borrower shall be in default (hereafter, "Event of Default") under
     this Agreement and the Loan Documents in the event that Borrower, any
     Guarantor and Debtor, or any other party guarantying or securing the
     advances, loans and/or other financial accommodations described therein:

         a.   fails to pay any obligation to Lender when due;

         b.   fails to perform or observe any term, condition, or covenant
              contained in this Agreement or the Loan Documents, or any warranty
              or representation by or on behalf of Borrower should prove to be
              false or misleading in any material respect;

         c.   sells, conveys, or transfers rights in any Collateral without the
              written approval of Lender; destroys, loses or damages such
              Collateral in any material respect; or subjects such Collateral to
              seizure, confiscation or condemnation;

         d.   seeks to revoke, terminate or otherwise limit its liability to
              Lender;

         e.   has a garnishment, judgment, tax levy, attachment or lien entered
              or served against Borrower, any guarantor, or any Debtor or any of
              their property;

         f.   dies, becomes legally incompetent, or files a petition in
              voluntary bankruptcy or seeking relief under any provision of any
              bankruptcy, reorganization, arrangement, insolvency, readjustment
              of debt, dissolution or liquidation law, or consents to the filing
              of any petition against such entity under such law, or a petition
              is filed against such entity under any such law, or such entity
              admits insolvency or bankruptcy or becomes insolvent or bankrupt
              or makes an assignment for the benefit of creditors, or a
              custodian (including, without limitation, a receiver, liquidator
              or trustee) of such entity or any of its property is appointed by
              court order or takes possession thereof;

         g.   has furnished prior to the execution of or pursuant to the terms
              of this Agreement any report, certificate, financial statement or
              other document which proves to be false or misleading in any
              material respect; or

         h.   causes Lender to deem itself insecure due to a significant decline
              in the value of the Collateral or Lender, in good faith, believes
              the prospect of payment or performance is impaired.

12.  RIGHTS OF LENDER ON DEFAULT. If there is a default under this Agreement or
     any of the Loan Documents, Lender shall be entitled to exercise one or more
     of the following remedies without notice, presentment or demand (except as
     required by law):

         a.   Acceleration - to declare Borrower's and any Guarantor's or
              Debtors' obligations to Lender to be immediately due and payable
              in full (such acceleration shall be automatic and immediate in the
              event Borrower is in default under paragraph 11, part (f) above);

         b.   Collection - to collect Borrower's and any Guarantor's or Debtors'
              outstanding obligations with or without resorting to judicial
              process;

         c.   Delivery of Collateral - to require Borrower and any Debtors to
              deliver and make available to Lender any Collateral at a place
              reasonably convenient to Lender and those entities;

         d.   Take Possession - to take immediate possession, management and
              control of the Collateral without seeking the appointment of a
              receiver;

         e.   Collection of Proceeds - to collect all rents, issues, income,
              profits and proceeds from the Collateral until Borrower's and any
              Guarantors' and Debtors' obligations to Lender are satisfied in
              full;

         f.   Appointment of Receiver - to apply for and obtain, without notice
              and upon ex parte application, the appointment of a receiver for
              the Collateral without regarding to Borrower's or any Guarantors'
              and Debtors' financial condition or solvency, the adequacy of the
              Collateral to secure the payment or performance of the obligations
              of those entities to Lender, or the existence of any waste to the
              Collateral;

         g.   Foreclosure - to foreclose any deed of trust, mortgage, lien,
              security interest or other encumbrance on the Collateral;

         h.   Setoff - to setoff Borrower's and any Guarantors' and Debtors'
              obligations to Lender against any amounts due to those entities
              including but not limited to, Borrower's and Guarantors' and
              Debtors' monies, instruments, and deposit accounts maintained with
              Lender;

         i.   Additional Collateral - require Borrower or Guarantor or any
              Debtor to pledge additional collateral to Lender from Borrower's
              or Guarantors' or any Debtors' assets, the acceptability and
              sufficiency of such collateral to be determined in Lender's sole
              discretion; and

         j.   Lender's Contractual Rights - to exercise all other rights
              available to Lender under the Loan Documents, any other written
              agreement, or applicable law.

Lender's rights and remedies are cumulative and may be exercised together,
separately, and in any order. In the event that Lender institutes an action
seeking recovery of any of the Collateral by way of a prejudgment remedy in an
action against Borrower or Debtors, Borrower hereby waives and shall cause
Debtors to waive the posting of any bond which might otherwise be required.

13.  BORROWING CERTIFICATE. |_| If checked, every request for an advance made
     by Borrower shall be made by mailing or telecopying to Lender a completed
     Borrowing Certificate in the form attached hereto as Exhibit A. In addition
     to the Borrowing Certificate, Borrower shall submit to Lender such other
     documents, certifications and other information as may be required by
     Lender from time to time. Lender is hereby authorized by Borrower to make
     advances upon the receipt of a Borrowing Certificate executed by an
     individual purporting to be an officer of Borrower, unless Lender has
     actual knowledge that the individual executing such Borrowing Certificate
     is not so authorized.

14.  HOLD HARMLESS AND INDEMNIFICATION. Lender shall not be responsible for the
     performance of any of Borrower's or any Debtors' obligations with respect
     to the Collateral under any circumstances. Borrower hereby indemnifies and
     holds Lender harmless, and shall cause any Guarantors and Debtors to
     indemnify and hold Lender harmless, from all claims, damages, liabilities
     (including attorneys' fees and legal expenses), causes of action, actions,
     suits and other legal proceedings (collectively, "Claims") in any matter
     relating to or arising out of this Agreement or any Loan Documents or any
     act, event or transaction related or attendant thereto or pertaining to
     their respective businesses or the Collateral (including, but not limited
     to, those Claims involving Hazardous Materials). Borrower shall

51125
<PAGE>


     immediately provide and cause any Guarantors and Debtors to immediately
     provide Lender with written notice of any such Claim. Borrower, upon the
     request of Lender, shall defend or cause such Guarantors and Debtors to
     defend Lender from such Claims, and pay the attorneys' fees, legal expenses
     and other costs incurred in connection therewith. In the alternative,
     Lender shall be entitled to employ its own legal counsel to defend such
     Claims at Borrower's and/or such Guarantors' and Debtors' cost.

15.  REIMBURSEMENT FOR EXPENSES. Upon demand, Borrower shall immediately
     reimburse or cause any Guarantors and Debtors to immediately reimburse
     Lender for all amounts (including all out-of-pocket expenses of Lender,
     such as, reasonable attorney and paralegal fees, disbursements and costs,
     fees and costs of appraisers, engineers, investment bankers, environmental
     consultants or other experts retained by Lender in connection with any such
     collection or enforcement proceedings) expended by Lender, to the extent
     permitted by applicable law, in the: (i) negotiation, preparation,
     amendment, extension, modification, replacement or substitution of this
     Agreement or the Loan Documents, (ii) attachment, creation, filing,
     perfection, and recording of Lender's liens, security interests, and other
     encumbrances in the Collateral or any UCCs and other searches and title or
     insurance policies in connection therewith, (iii) defense of the validity
     and priority of Lender's liens, security interests and other encumbrances
     against the Collateral, (iv) enforcement or defense of any obligation or
     the exercise of any right or remedy described in this Agreement or the Loan
     Documents, and (v) refinancing or restructuring of the advances, loans
     and/or other financial accommodations provided under this Agreement in the
     nature of a "work out" or in any insolvency or bankruptcy proceedings.
     These sums shall bear interest at the lower of the highest rate described
     in any of the Loan Documents or the highest rate allowed by law from the
     date of payment until the date of reimbursement and be secured by the
     Collateral.

16.  APPLICATION OF MONIES. All payments to Lender made by or on behalf of
     Borrower or any Guarantors and Debtors or monies received by Lender from
     the Collateral or otherwise may be applied against any amounts paid by
     Lender in connection with the exercise of its rights or remedies described
     in this Agreement and the Loan Documents (including attorneys' fees and
     legal expenses together with interest at the rate described in the
     foregoing paragraph) and then to the payment of the remaining obligations
     under this Agreement and the Loan Documents in whatever order Lender
     chooses.

17.  POWER OF ATTORNEY. Borrower hereby appoints and shall cause any Guarantors
     and Debtors, jointly and severally, to appoint Lender as their
     attorney-in-fact to endorse their names on all instruments and other
     documents payable to those entities. In addition, Lender shall be entitled,
     but not required, to perform any action or execute any document required to
     be taken or executed by Borrower or any Guarantors and Debtors under this
     Agreement or the Loan Documents. Lender's performance of such action or
     execution of such documents shall not relieve Borrower or any Guarantors
     and Debtors from any obligation to cure any default under this Agreement
     and the Loan Documents. The powers of attorney described in this paragraph
     are coupled with an interest and are irrevocable.

18.  MODIFICATION AND WAIVER. The modification or waiver of any Borrower's or
     any Guarantors' and Debtors' obligations or Lender's rights under this
     Agreement or the Loan Documents must be contained in a writing signed by
     Lender. Lender may perform any of Borrower's or any Guarantors' and
     Debtors' obligations or delay or fail to exercise any of its rights without
     causing a waiver of those obligations or rights. A waiver on one occasion
     shall not constitute a waiver on any other occasion. Borrower's and any
     Guarantors' and Debtors' obligations to Lender under this Agreement and the
     Loan Documents shall not be affected if Lender amends, compromises,
     exchanges, fails to exercise, impairs or releases any of the obligations
     belonging to any co-borrower, Guarantor or obligor or any of its rights
     against any co-borrower, Guarantor, obligor or Collateral.

19.  SUCCESSORS AND ASSIGNS. This Agreement and the Loan Documents shall be
     binding upon and inure to the benefit of Borrower, Lender, and their
     respective successors, assigns, trustees, receivers, administrators,
     personal representatives, legatees and devisees.

20.  ASSIGNMENT AND PARTICIPATIONS. Borrower and any Guarantors and Debtors
     shall not be entitled to assign any of their rights, remedies or
     obligations described in this Agreement or the Loan Documents without the
     prior written consent of Lender, which consent may be withheld by Lender in
     its sole discretion. Lender shall be entitled to grant participations in or
     assign some or all of its rights and remedies described in this Agreement
     and the Loan Documents without notice to or the prior consent of Borrower
     or any Guarantors and Debtors in any manner.

21.  NOTICES. Any notice or other communication to be provided under this
     Agreement or the Loan Documents shall be in writing and sent to the parties
     at the addresses described in this Agreement or the Loan Documents or such
     other address as the parties may designate in writing from time to time.

22.  SEVERABILITY. If any provision of this Agreement or the Loan Documents
     violates the law or is unenforceable, the rest of this Agreement shall
     remain valid.

23.  CHOICE OF LAW AND CONSENT TO JURISDICTION AND VENUE. This Agreement shall
     be governed by the laws of the state indicated in Lender's address. Unless
     applicable law provides otherwise, Borrower consents to the jurisdiction
     and venue of any court, located in such state selected by Lender in the
     event of any legal proceeding under this Agreement.

24.  MISCELLANEOUS. Borrower and Lender agree that time is of the essence with
     respect to this Agreement and the Loan Documents. All references to
     Borrower shall refer to all of the parties signing below except Lender. If
     there be more than one Borrower signing below, their obligations to Lender
     shall be joint and several. This Agreement, the Loan Documents and other
     documents delivered in connection therewith represent the entire complete
     and integrated understanding between Borrower, any Guarantors or Debtor,
     and Lender pertaining to the terms and conditions of those documents and
     the advances, loans and/or financial accommodations described therein and
     supersedes all prior agreements and commitments, written and oral, relating
     to the subject matter hereof.

25.  WAIVER OF JURY TRIAL. LENDER AND BORROWER HEREBY WAIVE ANY RIGHT TO A TRIAL
     BY JURY IN ANY CIVIL PROCEEDING ARISING OUT OF OR BASED UPON, THIS LOAN
     AGREEMENT OR ANY LOAN DOCUMENTS.

26.  ADDITIONAL TERMS:

     TERMINATION - This Agreement shall survive the making of the loan and shall
     remain in full force and effect until Lender provides Borrower with written
     notice of the termination hereof.

                                   SCHEDULE A

<TABLE>
<CAPTION>
    ----------------- --------------- --------------- --------------- ---------------- -------------- ---------------
                        PRINCIPAL
                         AMOUNT /       FUNDING /
     INTEREST RATE     CREDIT LIMIT   AGREEMENT DATE  MATURITY DATE   CUSTOMER NUMBER   LOAN NUMBER    TYPE OF LOAN
    ----------------- --------------- --------------- --------------- ---------------- -------------- ---------------
<S>                   <C>             <C>             <C>             <C>              <C>            <C>

          6.5          1,680,000.00     10/26/2001      10/26/2004                        135992
    ----------------- --------------- --------------- --------------- ---------------- -------------- ---------------
</TABLE>


51125
<PAGE>


                                   SCHEDULE B

    MULTIPURPOSE NOTE AND SECURITY AGREEMENT

    AGREEMENT TO FURNISH INSURANCE

    CORPORATE BORROWING RESOLUTION

    ARKANSAS MORTGAGE

    REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION

    ENVIRONMENTAL DISCLOSURE STATEMENT, SITE INSPECTION CHECKLIST, & ASSESSMENT
    AGREEMENT
    ----------------------------------------------------------------------------

    BORROWER ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS, AND AGREES TO THE
    TERMS AND CONDITIONS OF THIS AGREEMENT. BORROWER ACKNOWLEDGES RECEIPT OF AN
    EXACT COPY OF THIS AGREEMENT.

    Dated:  10/26/2001      LENDER:
                                        THE BANK OF FAYETTEVILLE, N.A.

                                        --------------------------------------
                                        Robert W. King, Senior Vice President


    BORROWER:         CENTRA INDUSTRIES INC.

      /s/ Larry Garriott
    -----------------------------------------------------------------
    LARRY GARRIOTT, PRESIDENT/CEO                      Date


    BORROWER:

      /s/ Larry Garriott
    -----------------------------------------------------------------
    LARRY GARRIOTT, INDIVIDUALLY                       Date


51125