RAKO CAPITAL CORP
PLAN OF REORGANIZATION AND EXCHANGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>PLAN OF REORGANIZATION AND EXCHANGE AGREEMENT
<TEXT>
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                      SMITH & CO. SURVEYING SERVICES, INC.

                             PLAN OF REORGANIZATION
                                       AND
                            SHARE EXCHANGE AGREEMENT
















                                January 29, 2003





<PAGE>




                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>                                                                                                       <C>
I.       Definitions                                                                                        6

II.      Representations and Warranties of Stockholders                                                     10
         ss.2.01    Subsidiaries; Organization and Qualification                                            10
         ss.2.02    Authority; No Conflict                                                                  10
         ss.2.03    Capitalization                                                                          11
         ss.2.04    Financial Condition                                                                     12
         ss.2.05    Tax and Other Liabilities                                                               13
         ss.2.06    Litigation and Claims                                                                   14
         ss.2.07    Properties                                                                              14
         ss.2.08    Contracts and Other Instruments                                                         15
         ss.2.09    Employees                                                                               16
         ss.2.10    Patents, Trademarks, Et Cetera                                                          18
         ss.2.11    Investment Representations and Covenants                                                19
         ss.2.12    Brokers or Finders                                                                      20
         ss.2.13    Questionable Payments                                                                   20
         ss.2.14    Completeness of Disclosure                                                              20

III.     Representations and Warranties of the Purchaser                                                    21
         ss.3.01    Organization                                                                            21
         ss.3.02    Authority: No Conflict                                                                  20
         ss.3.03    Capitalization                                                                          22
         ss.3.04    Financial Condition                                                                     22
         ss.3.05    Private Placement Memorandum                                                            22
         ss.3.06    Non-Distributive Intent                                                                 23
         ss.3.07    Certain Proceedings                                                                     23
         ss.3.08    Brokers or Finders                                                                      23
         ss.3.09    Compliance with Laws                                                                    23
         ss.3.10    Completeness of Disclosure                                                              23
         ss.3.11    Purchaser Due Diligence                                                                 23

IV.      Exchange of the Smith Shares                                                                       24
         ss.4.01    Terms of the Sale                                                                       24
         ss.4.02    The Closing                                                                             25
         ss.4.03    Indemnity Against Liabilities                                                           26

V.       Covenants and Agreements of the Company and Stockholders                                           26
         ss.5.01    Access                                                                                  26
         ss.5.02    Conduct of Business                                                                     27

<PAGE>

         ss.5.03    Advice of Changes                                                                       28
         ss.5.04    Confidentiality                                                                         28
         ss.5.05    Public Statements                                                                       29
         ss.5.06    Other Proposals                                                                         29
         ss.5.07    Consents Without Any Condition                                                          29
         ss.5.08    Release by Stockholders                                                                 29
         ss.5.09    Noncompetition                                                                          30
         ss.5.10    Voting by Stockholders                                                                  30
         ss.5.11    Employment Agreements                                                                   31
         ss.5.12    Assumption of Unfunded Employee Benefit Plan Liabilities                                31

VI.      Covenants and Agreements of the Purchaser                                                          31
         ss.6.01    Continuation of Employment                                                              31
         ss.6.02    Advice of Changes                                                                       31
         ss.6.03    Confidentiality                                                                         32
         ss.6.04    Notice of Breaches by Purchaser                                                         32
         ss.6.05    Regulatory Filings                                                                      32
         ss.6.06    Bank/Institutional Indebtedness                                                         33
         ss.6.07    Consummation of Agreement                                                               33
         ss.6.08    Shareholder Agreement                                                                   33

VII.     Conditions to Obligations of the Purchaser                                                         33
         ss.7.01    Accuracy of Representations and Compliance with Conditions                              33
         ss.7.02    Opinion of Counsel                                                                      33
         ss.7.03    Other Closing Documents                                                                 33
         ss.7.04    Review of Proceedings                                                                   34
         ss.7.05    Legal Action                                                                            34
         ss.7.06    No Governmental Action                                                                  34
         ss.7.07    Governmental Approval                                                                   34
         ss.7.08    Contractual Consents Needed                                                             34
         ss.7.09    Hart-Scott-Rodino Waiting Period                                                        34
         ss.7.10    Insurance on Key Employees                                                              35
         ss.7.11    Resignations                                                                            35
         ss.7.12    Releases                                                                                35
         ss.7.13    Officers' and Directors' Confidentiality and Noncompetition Agreement                   35
         ss.7.14    Condition of Property                                                                   36

VIII.    Conditions to the Obligations of the Company and Stockholders                                      36
         ss.8.01    Accuracy of Representations and Compliance With Conditions                              36
         ss.8.02    Other Closing Documents                                                                 36
         ss.8.03    Review of Proceedings                                                                   36
         ss.8.04    Proceedings                                                                             36
         ss.8.05    No Governmental Action                                                                  36
         ss.8.06    Governmental Approval                                                                   37
         ss.8.07    Contractual Consents Needed                                                             37
         ss.8.08    Employment Agreement and Stockholders Agreement                                         37

<PAGE>

IX.      Miscellaneous                                                                                      37
         ss.9.01    Brokerage Fees                                                                          37
         ss.9.02    Expenses                                                                                38
         ss.9.03    Further Actions                                                                         38
         ss.9.04    Availability of Equitable Remedies                                                      38
         ss.9.05    Survival                                                                                38
         ss.9.06    Appointment of Agent                                                                    38
         ss.9.07    Modification                                                                            39
         ss.9.08    Notices                                                                                 39
         ss.9.09    Waiver                                                                                  39
         ss.9.10    Joint and Several Obligations                                                           39
         ss.9.11    Binding Effect                                                                          40
         ss.9.12    No Third Party Beneficiaries                                                            40
         ss.9.13    Separability                                                                            40
         ss.9.14    Headings                                                                                40
         ss.9.15    Counterparts; Governing Law                                                             40
         ss.9.16    No Assignment                                                                           40
</TABLE>



<PAGE>






                         LIST OF SCHEDULES AND EXHIBITS


SCHEDULE 2.01 COMPANY ORGANIZATION
SCHEDULE 2.02 CONSENTS
SCHEDULE 2.06 LITIGATIONS AND CLAIMS
SCHEDULE 2.07 PROPERTIES OWNED, LEASED, AND LICENSED
SCHEDULE 2.08 CONTRACTS, AGREEMENTS, INSTRUMENTS, AND ARRANGEMENTS
SCHEDULE 2.09 EMPLOYEE PLANS AND BENEFITS AND COMPENSATION OF CERTAIN
              EMPLOYEES AND AGENTS
SCHEDULE 2.10 PATENTS, TRADEMARKS, ETC.




EXHIBIT A  -  FORM OF EMPLOYMENT AGREEMENT WITH GREG SMITH
EXHIBIT B  -  COMPANY'S OFFICERS' CERTIFICATE CONCERNING ACCURACY
EXHIBIT C  -  STOCKHOLDERS' CERTIFICATE CONCERNING ACCURACY
EXHIBIT D  -  FORM OF OPINION OF COUNSEL TO COMPANY AND STOCKHOLDERS
EXHIBIT E  -  RELEASE
EXHIBIT F  -  CONFIDENTIALITY AND NON COMPETE AGREEMENT
EXHIBIT G  -  PURCHASER'S OFFICERS' CERTIFICATE


<PAGE>



                             PLAN OF REORGANIZATION
                                       AND
                            SHARE EXCHANGE AGREEMENT


         Agreement, dated as of January 29, 2003, by and among Centra
Industries, Inc., a Delaware corporation with offices at Two North College
Avenue, Fayetteville, Arkansas 72701 (the "Purchaser"); Gregory J. Smith,
residing at 140 Fenwick Drive, Bakersfield, California 93312 ("Smith") and Paul
K. Chavez, residing at 7713 Gallup Drive, Bakersfield, California 93309
("Chavez") (collectively, the "Stockholders"); and Smith & Co. Surveying
Services, Inc., a California corporation with offices at 2005 Airport Drive,
Bakersfield, California 93308 (the "Company").

                                     RECITAL

         The Purchaser desires to acquire all of the outstanding capital stock
of the Company from the Stockholders solely in exchange for shares of the
Purchaser's Common Stock, and the Stockholders desire to effect such exchange on
the terms and conditions set forth in this Agreement.

         The parties intend that the exchange of shares provided in this
Agreement will qualify as a reorganization within the meaning of Section 351 and
Section 368 (a)(1)(B) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the provisions of this Agreement shall be interpreted as a plan of
reorganziation in a manner consistent with this intent.

I.       DEFINITIONS

         For purposes of this Agreement, the following terms have the meanings
specified or referred to in this Section 1:

         "ACCRUED BENEFITS" -- as defined in Section 2.09(b).

         "ACCRUED LIABILITIES" -- as defined in Section 2.09(b).

         "ADDITIONAL PAYMENT" -as defined in Section 4.01.

         "BREACH" -- a "breach" of any representation, warranty, covenant,
obligation, or other provision of this Agreement or any instrument delivered
pursuant to this Agreement

<PAGE>

will be deemed to have occurred if there is or has been (a) any inaccuracy in or
violation or default of, or any failure to perform or comply with, such
representation, warranty, covenant, obligation, or other provision, or (b) any
claim (by any person) or other occurrence or circumstance that is or was
inconsistent with such representation, warranty, covenant, obligation, or other
provision, and the term "breach" means any such inaccuracy, violation, default,
failure, claim, occurrence, or circumstance.

         "BINDING FINANCING COMMITMENT" -- as defined in Section 7.16.

         "CENTRA SHARES" --the shares of Common Stock of the Purchaser being
issued to the Stockholders in exchange for the Smith Shares.

         "CLOSING" - as defined in Section 4.02.

         "CLOSING DATE" -- January 29, 2003 or such other date as of which the
Closing actually takes place.

         "CODE" -- as defined in Section 2.09(c).

         "COMPANY-STOCKHOLDERS' CLOSING DOCUMENTS" -- as defined in Section
2.02.

         "CONSENT" -- any approval, consent, ratification, waiver, or other
authorization (including any Governmental Authorization).

         "CONTEMPLATED TRANSACTIONS" - all of the transactions contemplated by
this Agreement, including:

         (a) exchange of the Smith Shares by the Stockholders for shares of the
Purchaser's Common Stock;

         (b) the execution, delivery, and performance of the Employment
Agreement, the Stockholders Agreement and the Stockholders' Release;

         (c) the performance by the Company, Stockholders and Purchaser of their
respective covenants and obligations under this Agreement; and

         (d) Purchaser's acquisition and ownership of the Smith Shares and
exercise of control over the Company.

         "CONTRACT" -- any agreement, contract, obligation, promise, or
undertaking (whether written or oral and whether express or implied) that is
legally binding.

         "EMPLOYEE BENEFIT PLAN" -- as defined in Section 2.09(a).

<PAGE>



         "EMPLOYMENT AGREEMENT" -- as defined in Section 5.11.

         "ENCUMBRANCE" -- any charge, claim, community property interest,
condition, equitable interest, lien, option, pledge, security interest, right of
first refusal, or restriction of any kind, including any restriction on use,
voting, transfer, receipt of income, or exercise of any other attribute of
ownership.

         "ERISA" -- as defined in Section 2.09(a).

         "GAAP" -- as defined in Section 2.04.

         "HAZARDOUS SUBSTANCE" -- as defined in Section 2.07(f).

         "INTANGIBLES" -- as defined in Section 2.10.

         "IRS OR A INTERNAL REVENUE SERVICE" -- The United States Internal
Revenue Service or any successor agency, and, to the extent relevant, the United
States Department of the Treasury.

         "KNOWLEDGE" -- an individual will be deemed to have "Knowledge" of a
particular fact or other matter if:

         (a) such individual is actually aware of such fact or other matter; or

         (b) a prudent individual could be expected to discover or otherwise
become aware of such fact or other matter in the course of conducting a
reasonably comprehensive investigation concerning the existence of such fact or
other matter.

         A person (other than an individual) will be deemed to have "Knowledge"
of a particular fact or other matter if any individual who is serving, or who
has at any time served, as a director, officer, partner, executor, or trustee of
such Person (or in any similar capacity) has, or at any time had, Knowledge of
such fact or other matter.

         "LAST UNAUDITED BALANCE SHEET" -- as defined in 2.04.


<PAGE>

         "LAST UNAUDITED BALANCE SHEET DATE" -- the date of the Last Unaudited
Balance Sheet.

         "PARTICIPATE IN" -- as defined in Section 5.09.

         "PENSION PLAN" -- as defined in Section 2.09(a).

         "PERSON" -- any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union, or other entity
or Governmental Body.

         "PROCEEDING" -- any action, arbitration, audit, hearing, investigation,
litigation, or suit (whether civil, criminal, administrative, investigative, or
informal) commenced, brought, conducted, or heard by or before, or otherwise
involving, any Governmental Body or arbitrator.

         "PURCHASER'S CLOSING DOCUMENTS" -- as defined in Section 3.02(a).

         "PURCHASE PRICE" -- as defined in Section 4.01.

         "RELEASES" -- as defined in Sections 7.14.

         "RELEASE TIME" -- as defined in Section 5.01.

         "SECURITIES ACT" -- The Securities Act of 1933, as amended or any
successor law, and regulations and rules issued pursuant to that Act or any
successor law.

         "SMITH SHARES" -- the two hundred (200) shares of Common Stock of the
Company which are all the outstanding shares of capital stock of the Company,
and which are being exchanged by the Stockholders for shares of Purchaser's
Common Stock.

         "STOCKHOLDER'S RESPECTIVE PORTION" -- as defined in Section 2.03.

         "SUBSIDIARY" -- with respect to any Person (the "Owner"), any
corporation or other Person of which securities or other interests having the
power to elect a majority of

<PAGE>

that corporation's or other Person's board of directors or similar governing
body, or otherwise having the power to direct the business and policies of that
corporation or other Person (other than securities or other interests having
such power only upon the happening of a contingency that has not occurred) are
held by the Owner or one or more of its Subsidiaries; when used without
reference to a particular Person, "Subsidiary" means a Subsidiary of the
Company.

         "TAKE-OVER PROPOSAL" -- as defined in Section 5.06.

         "TAXES" - as defined in Section 2.05.

         "TAX RETURN" -- any return (including any information return), report,
statement, schedule, notice, form, or other document or information filed with
or submitted to, or required to be filed with or submitted to, any Governmental
Body in connection with the determination, assessment, collection, or payment of
any Tax or in connection with the administration, implementation, or enforcement
of or compliance with any Legal Requirement relating to any Tax.


II.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS

         The Company and the Stockholders jointly and severally represent and
warrant to the Purchaser as follows:


         ss.2.01 Subsidiaries; Organization and Qualification

                  (a) The Company does not own, directly or indirectly, any
subsidiary. The Company has no or affiliate corporation and does not own any
interest in any other enterprise (whether or not such enterprise is a
corporation). Schedule 2.01 also correctly sets forth as to Company its place of
incorporation, principal place of business, jurisdictions in which it is
qualified to do business, and the business which it presently conducts and which
it contemplates conducting.

                  (b) The Company a corporation duly organized, validly
existing, and in good standing under the laws of its jurisdiction of
incorporation, with all requisite power and authority, and all necessary
consents, authorizations, approvals, orders, licenses, certificates, and permits
of and from, and declarations and filings with, all federal, state, local, and
other governmental authorities and all courts and other tribunals, to own,
lease, license, and use its properties and assets and to carry on the business
in which it is now engaged and the business in which it contemplates engaging.
The Company is duly qualified to transact the business in which it is engaged
and is in good
<PAGE>

standing as a foreign corporation in every jurisdiction in which its ownership,
leasing, licensing, or use of property or assets or the conduct of its business
makes such qualification necessary or where the failure to be so qualified would
have a material adverse effect on the business, financial condition or
properties of the Company.


         ss.2.02 Authority; No Conflict

                  The Company and Stockholders have all requisite power and
authority to execute, deliver, and perform this Agreement and the Contemplated
Transactions. All necessary corporate proceedings of the Company have been duly
taken to authorize the execution, delivery, and performance of this Agreement by
the Company. This Agreement has been duly authorized, executed, and delivered by
the Company and the Stockholders, constitutes the legal, valid, and binding
obligation of the Company and Stockholders and is enforceable (subject to
applicable bankruptcy, insolvency and other laws affecting the enforceability of
creditors rights generally and equitable remedies) as to each of them in
accordance with its terms. Upon the execution and delivery by the Company and
the Stockholders the of all agreements contemplated by this Agreement
(collectively the "Company-Stockholders' Closing Documents"), the
Company-Stockholders' Closing Documents will constitute the legal, valid and
binding obligations of the Company and Stockholders, enforceable in accordance
with their terms (subject to applicable bankruptcy, insolvency and other laws
affecting the enforceability of creditors rights generally and equitable
remedies). Except as set forth in Sections 7.07, 7.08 and 7.09, no consent,
authorization, approval, order, license, certificate, or permit of or from, or
declaration or filing with, any federal, state, local, or other governmental
authority or any court or other tribunal is required by the Company or any
Stockholder for the execution, delivery, or performance of this Agreement by the
Company or any Stockholder. No consent of any party to any contract, agreement,
instrument, lease, license, arrangement, or understanding to which the Company
or any Stockholder is a party, or to which it or he or any of its or his
respective businesses, properties, or assets are subject, is required for the
execution, delivery, or performance of this Agreement (except such consents
referred to in Schedule 2.02); and the execution, delivery, and performance of
this Agreement will not (if the consents referred to in Schedule 2.02 are
obtained prior to the Closing) violate, result in a breach of, conflict with, or
(with or without the giving of notice or the passage of time or both) entitle
any party to terminate or call a default under, entitle any party to rights and
privileges that such party was not receiving or entitled to receive immediately
before this Agreement was executed under, or create any obligation on the part
of the Company that it was not paying or obligated to pay immediately before
this Agreement was executed under, any term of any such contract, agreement,
instrument, lease, license, arrangement, or understanding, or violate or result
in a breach of any term of the certificate of incorporation (or other charter
document) or by-laws of the Company, (if the conditions in Sections 5.08, 5.09,
5.10 and 5.11 are satisfied), result in a breach of, or conflict with any law,
rule, regulation, order, judgment, or decree binding on the Company or any
Stockholder or to which it or he or any of its or his respective businesses,
properties, or assets are subject. Upon the Closing, Purchaser will have good
title to all of the Smith Shares, free and clear of all liens, security
interests, pledges, charges, encumbrances, stockholders' agreements, and voting
trusts.



<PAGE>

         ss.2.03 Capitalization

                  The authorized capital stock of the Company consists of 10,000
shares of common stock, par value $1.00 per share, of which 200 shares,
constituting the Smith Shares, are outstanding. Each of the Smith Shares is
validly authorized, validly issued, fully paid, and nonassessable, has not been
issued and is not owned or held in violation of any preemptive right of any
stockholder, and the number of Shares owned of record and beneficially by each
Stockholder and the Stockholder's Respective Portion represented by such shares
of the Smith Shares are as follows:


        Name of Shareholder       Number of Shares        Respective Portion
        -------------------       ----------------        ------------------
        Smith                     150                     75%
        Chavez                     50                     25%


in each case free and clear of all liens, security interests, pledges, charges,
encumbrances, stockholders' agreements, and voting trusts. There is no
commitment, plan, or arrangement to issue, and no outstanding option, warrant,
or other right calling for the issuance of, or providing the right to acquire
from the Company or the Stockholders, any share of capital stock of the Company
or any security or other instrument convertible into, exercisable for, or
exchangeable for capital stock of the Company. There is outstanding no option,
warrant or right to purchase, or any security or other instrument convertible
into or exchangeable for, capital stock of the Company.


         ss.2.04 Financial Condition

         The Company has delivered to the Purchaser true and correct copies of
the following audited financial statements of the Company (the "Company's
Audited Financial Statements"): balance sheet as of September 30, 2001 (the
"Last Audited Balance Sheet") and statement of income, statement of retained
earnings, and statement of cash flows for the fiscal year ended September 30,
2001. The Company also has delivered to the Purchaser true and correct copies of
the following unaudited financial statements of the Company (the "Company's
Unaudited Financial Statements"): balance sheet as of June 30, 2002 (the "Last
Unaudited Balance Sheet") and statement of income, statement of retained
earnings, and statement of cash flows for the six months ended June 30, 2002.
The Company's Audited and Unaudited Financial Statements present fairly the
financial condition of the Company as of September 30, 2001 and June 30, 2002,
respectively. The Company's Audited and Unaudited Financial Statements have been
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved ("GAAP") and are in
accordance with the books and records of the Company. Since the Last Unaudited
Balance Sheet:

         (a)      There has at no time been a material adverse change in the
                  financial condition, results of operations, business,
                  properties, assets, liabilities, or future prospects of the
                  Company.

         (b)      The Company has not authorized, declared, paid, or effected
                  any dividend or liquidating or other distribution in respect
                  of its capital

<PAGE>

                  stock or any direct or indirect redemption, purchase, or other
                  acquisition of any stock of the Company.

         (c)      The operations and business of the Company have been conducted
                  in all respects only in the ordinary course.

         (d)      The Company has not accepted a purchase order or quotation,
                  arrangement, or understanding for future sale of its products
                  or services except in the ordinary course of business and
                  which the Company and the Stockholders expect will be
                  profitable.

         (e)      The Company has not suffered an extraordinary loss (whether or
                  not covered by insurance) or waived any right of substantial
                  value.

         (f)      The Company has not paid or incurred any tax, other liability,
                  or expense resulting from the preparation of the Agreement and
                  consummation of the Contemplated Transactions, it being
                  understood that Stockholders shall have paid or will pay all
                  such taxes (including stock transfer taxes resulting from this
                  Agreement or the Contemplated Transactions), liabilities, and
                  expenses.

         Neither the Company or the Stockholders knows of any fact or condition
which materially adversely affects or may materially adversely affect in the
future (as far as the Company or any Stockholder can foresee) the financial
condition, results of operations, business, properties, assets, liabilities, or
future prospects of the Company, other than those with respect to political or
economic matters of general applicability.


         ss.2.05 Tax and Other Liabilities

         The Company no liability of any nature, accrued or contingent,
including without limitation liabilities for federal, state, local, or foreign
taxes and penalties, interest, and additions to tax (collectively "Taxes") and
liabilities to customers or suppliers, other than as reflected in the last
Unaudited Balance Sheet and the following:

         (a)      Liabilities for which full provision has been made on the Last
                  Unaudited Balance Sheet; and

         (b)      Other liabilities arising since the Last Unaudited Balance
                  Sheet Date and prior to the Closing in the ordinary course of
                  business (which shall not include liabilities to customers on
                  account of defective products or services) which are not
                  inconsistent with the representations and warranties of the
                  Company and the Stockholders or any other provision of this
                  Agreement.

         Without limiting the generality of the foregoing, the amounts set up as
provisions for Taxes on the Last Unaudited Balance Sheet are sufficient for all
accrued and unpaid Taxes of the Company, whether or not due and payable and
whether or not disputed,

<PAGE>

under tax laws, as in effect on the Last Unaudited Balance Sheet Date or now in
effect, for the period ended on such date and for all fiscal periods prior
thereto.

         To the knowledge of the Company and the Stockholders, the execution,
delivery, and performance of this Agreement by the Company will not cause any
Taxes to be payable (other than by Stockholders) or cause any lien, charge, or
encumbrance to secure any Taxes to be created either immediately or upon the
nonpayment of any Tax (other than on the properties or assets of Stockholders).
The Internal Revenue Service has audited and settled or the statute of
limitations has run upon all federal income tax returns of the Company for all
taxable years up to and including the taxable year ended September 30, 19__. The
Company has filed all federal, state, local, and foreign tax returns required to
be filed; has delivered to the Purchaser true and correct copies of each such
return which was filed in the past six years; has paid (or established on the
Last Unaudited Balance Sheet a reserve for) all Taxes, assessments, and other
governmental charges payable or remittable by it or levied upon it or its
properties, assets, income, or franchises which are due and payable; and has
delivered to the Purchaser true and correct copies of all reports as to
adjustments received by any of them from any taxing authority during the past
six years and a statement, initialed by the Purchaser, as to any Proceeding
(formal or informal), or investigation pending, threatened, or in prospect with
respect to any such report or the subject matter of such report.


         ss.2.06 Litigation and Claims

         To the knowledge of the Company and the Stockholders, except as set
forth in Schedule 2.06, there is no Proceeding (formal or informal), pending,
threatened, or in prospect (or any basis therefor known to the Company or any
Stockholder) with respect to the Company, the Shares, or any of their respective
businesses, properties, or assets. The Company is not subject to any present or
threatened strike or other labor disturbance nor, to the knowledge of the
Company or any Stockholder, is any union attempting to represent any employee of
the Company as collective bargaining agent. The Company is not in breach of any
law, rule, regulation, order, judgment, or decree; the Company or any
Stockholder required to take any action in order to avoid such violation or
default.


         ss.2.07 Properties

                  (a) The Company does not own any real property or any
beneficial or legal interest therein. Schedule 2.07 sets forth a true and
complete list of all personal properties and assets owned as of the date hereof
by the Company and of all properties leased or licensed by the Company from or
to a third party (including inventory but not including Intangibles), as of the
date hereof, including with respect to such properties and assets owned by the
Company a statement of cost, book value and (except for land) reserve for
depreciation of each item for tax purposes, and net book value of each item for
financial reporting purposes, and, with respect to such properties and assets
leased or licensed by the Company a description of such lease or license. All
such properties and assets (including Intangibles) owned by the Company are
reflected on the Last Unaudited Balance Sheet (except for acquisitions
subsequent to the Last Unaudited Balance Sheet and prior to the Closing which
are either noted in Schedules 2.07 or 2.10 or are approved

<PAGE>

in writing by the Purchaser). All tangible properties and assets owned, leased,
or licensed by the Company are in good and usable condition (excepting
reasonable wear and tear which is not such as to affect materially and adversely
the consolidated operations of the business of the Company). The Company has
good and marketable title in fee simple absolute to all properties owned by it
and good title to all other properties and assets used in its business or owned
by it (except such properties and assets as are held pursuant to leases or
licenses described in Schedules 2.07 or 2.10), free and clear of all
Encumbrances (except such as are listed in Schedule 2.07).

                  (b) All accounts and notes receivable reflected on the Last
Unaudited Balance Sheet, or arising since the Last Unaudited Balance Sheet Date,
have been collected, or are and will be good and collectible, in each case at
the aggregate recorded amounts thereof after deduction for the reserves
established in accordance with GAAP without right of recourse, defense,
deduction, return of goods, counterclaim, offset, or set off on the part of the
obligor, and, if not collected, can reasonably be anticipated to be paid within
60 days of the date incurred.

                  (c) All inventory of raw materials and work in process of the
Company is usable, and all inventory of finished goods is good and marketable,
on a normal basis in the existing product lines of the Company. In no event do
such inventories represent more than a 3-month supply measured by the volume of
sales or use for the fiscal year ended September 30, 2001. All inventory is
merchantable and fit for the particular purpose for which it is intended.

                  (d) No real property owned, leased, or licensed by the Company
lies in an area which is, or to the knowledge of the Company or any Stockholder
will be, subject to zoning, use, or building code restrictions which would
prohibit, and no state of facts relating to the actions or inaction of another
person or entity or his or its ownership, leasing, licensing, or use of any real
or personal property exists or will exist which would prevent, the continued
effective ownership, leasing, licensing, or use of such property in the business
in which the Company is now engaged or the business in which it contemplates
engaging.

                  (e) The properties and assets (including Intangibles) owned by
the Company or leased or licensed by the Company from a third party constitute
collectively all the properties and assets which are necessary to the business
of the Company as presently conducted or as it contemplates conducting in the
next twelve months.

                  (f) The Company has not caused or permitted its respective
businesses, properties (including properties held pursuant to the leases) or
assets to be used to generate, manufacture, refine, transport, treat, store,
handle, dispose of, transfer, produce, or process any Hazardous Substance except
in compliance with all applicable laws, rules, regulations, orders, judgments,
and decrees, and has not caused or permitted the Release of any Hazardous
Substance on or off the site of any property (including properties held pursuant
to the leases) of the Company or any Subsidiary. The term `Hazardous Substance'
shall mean any hazardous waste, as defined by 42 U.S.C. ss.6903(5), any
hazardous substance, as defined by 42 U.S.C. ss.9601(14), any pollutant or

<PAGE>

contaminant, as defined by 42 U.S.C. ss.9601(33), and all toxic substances,
hazardous materials, or other chemical substances regulated by any other law,
rule, or regulation. The term `Release' shall have the meaning set forth in 42
U.S.C. ss.9601(22).


         ss.2.08    Contracts and Other Instruments

         Schedule 2.08 accurately and completely sets forth a correct and
complete list of Contracts, agreements, instruments, leases, licenses,
arrangements, or understandings with respect to the Company and, with respect to
any of the Smith Shares, each Stockholder. The Company has furnished to the
Purchaser (a) true and correct copies of (i) the certificate of incorporation
(or other charter document) and by-laws of the Company and all amendments
thereto, as presently in effect, certified by the Secretary of the corporation;
and (ii) all Contracts, agreements, and instruments referred to in Schedule 2.08
and (iii) all leases and licenses referred to in Schedule 2.07 and 2.10; and (b)
true and correct written descriptions of all supply, distribution, agency,
financing, or other arrangements or understandings referred to in Schedule 2.08.
None of the Company and the Stockholders, nor (to the knowledge of the Company
or a Stockholder) any other party to any of the foregoing is now or expects in
the future to be in breach of, or in default with respect to complying with, any
material term thereof, and each of the foregoing is in full force and is the
legal, valid, and binding obligation of the parties thereto and (subject to
applicable bankruptcy, insolvency, and other laws affecting the enforceability
of creditors' rights generally) is enforceable as to them in accordance with its
terms.

         To the knowledge of the Company and the Stockholders, each supply,
distribution, agency, financing, or other arrangement or understanding set forth
on Schedule 2.08 is a valid and continuing arrangement or understanding; none of
the Company and other parties thereto has given notice of termination or taken
any action inconsistent with the continuance of such arrangement or
understanding; and the execution, delivery, and performance of this Agreement or
any Contemplated Transaction will not prejudice any such arrangement or
understanding in any way. The Company enjoys peaceful and undisturbed possession
under all leases and licenses under which it is operating. The Company is not
party to or bound by any contract, agreement, instrument, lease, license,
arrangement, or understanding, or subject to any charter or other restriction,
which has had or (to the knowledge of the Company or any Stockholder) may in the
future have a material adverse effect on the financial condition, results of
operations, business, properties, assets, liabilities, or future prospects of
the Company. Other than those listed and so specified in Schedule 2.08, and
except as contemplated by this Agreement, the Company is not engaging and has
not engaged within the last five years, and does not intend to engage in any
contract, agreement, instrument, lease, license, arrangement, or understanding
with, any Stockholder, any director, officer, or employee of the Company, any
relative or affiliate of any Stockholder or of any such director, officer, or
employee, or any other corporation or enterprise in which any Stockholder, any
such director, officer, or employee, or any such relative or affiliate then had
or now has an equity or voting or other interest. The stock ledgers and stock
transfer books and the minute book records of the Company relating to all
issuances and transfers of stock by the Company and all proceedings of the
stockholders and the Board of

<PAGE>

Directors and committees thereof of the Company since their respective
incorporations made available to the Purchaser's counsel are the original stock
ledgers and stock transfer books and minute book records of the Company or true
and complete copies thereof. The Company is not in violation or breach of, or in
default with respect to, any term of its certificate of incorporation (or other
charter document) or by-laws. Except as described in Schedule 2.08, the Company
is not a member of a customer or user organization or of a trade association.


         ss.2.09 Employees

                  (a) Except as set forth in Schedule 2.09, the Company neither
has nor contributes to, any pension, profit-sharing, option, other incentive
plan, or any other type of Employee Benefit Plan (as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), or
has any obligation to or customary arrangement with employees for bonuses,
incentive compensation, vacations, severance pay, insurance, or other benefits.
The Company has furnished to the Purchaser: (i) true and correct copies,
initialed by the chief executive officer of the Company, of all documents
evidencing plans, obligations, or arrangements referred to in Schedule 2.09 (or
true and correct written summaries, so initialed, of such plans, obligations, or
arrangements to the extent not evidenced by documents) and true and correct
copies, so initialed, of all documents evidencing trusts, summary plan
descriptions, and any other summaries or descriptions relating to any such
plans; (ii) the two most recent annual reports (Form 5500's), if any, including
all schedules thereto and the most recent annual and periodic accounting of
related plan assets with respect to each Employee Benefit Plan; and (iii) the
two most recent actuarial valuations with respect to each Pension Plan (as
defined in Section 3(2) of ERISA) subject to Title IV of ERISA.

                  (b) If any Employee Benefit Plan of the Company were to be
terminated prior to the Closing Date, no liability under Title IV of ERISA would
be incurred by the Company. All Accrued Benefits (as defined in this Section
2.09(b)) (whether or not vested) for all of the Employee Benefit Plans of the
Company (including those terminated) will be fully funded as of the Closing Date
in accordance with the assumptions contained in the regulations of the Pension
Benefit Guaranty Corporation governing the funding of both continuing and
terminated defined benefit plans. For purposes of the preceding sentence,
"Accrued Benefits" shall include the value of disability, pre-retirement, and
death benefits, and all supplements, subsidized, and optional forms of benefits.
All Accrued Liabilities (for contributions or otherwise) (as defined in this
Section 2.09(b)) of the Company as of the Closing Date to each Employee Benefit
Plan and with respect to each obligation to or customary arrangement with
employees for bonuses, incentive compensation, vacations, severance pay,
insurance, or other benefits have been paid or accrued for all periods ending
prior to the Closing Date and no payment to any Employee Benefit Plan or with
respect to any such obligation or arrangement since September 30, 2001 has been
disproportionately large compared to prior payments. For purposes of the
preceding sentence, "Accrued Liabilities" shall include a pro rata contribution
to each Employee Benefit Plan or with respect to each such obligation or
arrangement for that portion of a plan year or other applicable period which
commences prior to and ends after the Closing Date, and Accrued Liabilities for


<PAGE>

any portion of a plan year or other applicable period shall be determined by
multiplying the liability for the entire such year or period by a fraction, the
numerator of which is the number of days preceding the Closing Date in such year
or period and the denominator of which is the number of days in such year or
period, as the case may be.

                  (c) There has been no violation of the reporting and
disclosure requirements imposed either under ERISA or the Internal Revenue Code
of 1986, as amended, or its predecessor statute (the "Code") for which a penalty
has been or may be imposed with respect to any Employee Benefit Plan of the
Company. No Employee Benefit Plan or related trust has any liability of any
nature, accrued or contingent, including without limitation liabilities for
Taxes, other than for routine payments to be made in due course to participants
and beneficiaries, except as set forth in Schedule 2.09. Each Employee Benefit
Plan which is a group health plan within the meaning of Section 162(i)(3) of the
Code is and has been maintained in full compliance with the applicable
requirements of Section 162(k) of the Code. Other than the health care
continuation requirements of Section 162(k) of the Code, the Company has no
obligation to provide post-retirement medical benefits or life insurance
coverage to any present or former employees. There is no litigation,
arbitration, claim, governmental or other proceeding (formal or informal), or
investigation pending, threatened, or in prospect (or any basis therefor known
to the Company or any Stockholder) with respect to any Employee Benefit Plan or
related trust or with respect to any fiduciary, administrator, or sponsor (in
its capacity as such) of any Employee Benefit Plan. No Employee Benefit Plan or
related trust and no such obligation or arrangement is in violation of, or in
default with respect to, any law, rule, regulation, order, judgment, or decree
nor is the Company, any Subsidiary, any Employee Benefit Plan, or any related
trust required to take any action in order to avoid violation or default. No
event has occurred or (to the knowledge of the Company or any Stockholder) is
threatened or about to occur which would constitute a prohibited transaction
under Section 406 of ERISA.

                  (d) Each Pension Plan maintained for the employees of the
Company has been qualified, from its inception, under Section 401(a) of the Code
and any related trust has been an exempt trust for such period under Section 501
of the Code. Each Pension Plan has been operated in accordance with its terms.
No investigation or review by the Internal Revenue Service is currently pending
or (to the knowledge of the Company or any Stockholder) is contemplated in which
the Internal Revenue Service has asserted or may assert that any Pension Plan is
not qualified under Section 401(a) of the Code or that any related trust is not
exempt under Section 501 of the Code. No assessment of any Taxes has been made
or (to the knowledge of the Company or any Stockholder) is contemplated against
the Company or any related trust of any Pension Plan and nothing has occurred
which would result in the assessment of unrelated business taxable income under
the Code. Form 5500's have been timely filed with respect to all Pension Plans.
No event has occurred or (to the knowledge of the Company or any Stockholder) is
threatened or about to occur which would constitute a reportable event within
the meaning of Section 4043(b) of ERISA. No notice of termination has been filed
by the plan administrator pursuant to Section 4041 of ERISA or issued by the
Pension Benefit Guaranty Corporation pursuant to Section 4042 of ERISA with
respect to any Pension Plan.
<PAGE>

                  (e) The Company does not currently contribute to or since
September 16, 1980 has not effectuated either a complete or partial withdrawal
from any multiemployer Pension Plan within the meaning of Section 3(37) of
ERISA.

                  (f) Schedule 2.09 contains a true and correct statement of the
names, relationship with the Company, present rates of compensation (whether in
the form of salary, bonuses, commissions, or other supplemental compensation now
or hereafter payable), and aggregate compensation for the fiscal year ended
September 30, 2001 of (i) each director, officer, or other employee of the
Company whose aggregate compensation for the fiscal year ended exceeded $50,000
or whose aggregate compensation presently exceeds the rate of $50,000 per annum
and (ii) all sales agents, dealers, or distributors of the Company. Except as
set forth in Schedule 2.09, since September 30, 2001 the Company has not changed
the rate of compensation of any of its directors, officers, employees, agents,
dealers, or distributors, nor has any Employee Benefit Plan or program been
instituted or amended to increase benefits thereunder.

                  (g) Following the Closing, the Purchaser and the Company shall
have the right to amend, modify, or terminate any employee benefit plan,
program, or arrangement after the Closing Date.


         ss.2.10 Patents, Trademarks, Et Cetera

         To the knowledge of the Company and the Stockholders, other than as
described in Schedule 2.10, the Company does not own or have pending, and is not
licensed under, any patent, patent application, trademark, trademark
application, trade name, service mark, copyright, franchise, or other intangible
property or asset (all of the foregoing being herein called "Intangibles"), all
of which are in good standing and uncontested. Schedule 2.10 accurately sets
forth a true and complete list of all Intangibles owned by the Company and where
appropriate, a statement of cost, book value and reserve for depreciation of
each item for tax purposes, and net book value of each item for financial
reporting purposes, and with respect to Intangibles licensed by the Company from
or to a third party, a description of such license. None of the Stockholders,
directors, officers, or employees of the Company, any relative or affiliate of
any Stockholder or of any such director, officer, or employee, or any other
corporation or enterprise in which any Stockholder, any such director, officer,
or employee, or any such relative or affiliate had or now has a 1% or greater
equity or voting or other substantial interest, possesses any Intangible which
relates to the business of the Company. The Company has no trademarks to
identify its products and/or services. There is no right under any Intangible
necessary to the business of the Company as presently conducted or as it
contemplates conducting, except such as are so designated in Schedule 2.10. The
Company has not infringed, is not infringing, and has not received notice of
infringement with Intangibles of others. To the knowledge of the Company, or any
Stockholder, there is no infringement by others of Intangibles of the Company or
of any Subsidiary. As far as the Company, or any Stockholder can foresee, there
is no Intangible owned, leased or licensed by or to others which may materially
limit the present or contemplated operations of the Company or may materially
adversely affect the financial condition,

<PAGE>

results of operations, business, properties, assets, liabilities, or future
prospects of the Company.


         ss.2.11 Investment Representations and Covenants

                  ss.2.11.1 The Stockholders represent that they are acquiring
the Centra Shares for their own account and for investment only and not with a
view to distribution or resale thereof within the meaning of such phrase as
defined under the Securities Act. The Stockholders may not dispose of any part
or all of the Centra Shares in violation of the provisions of the Securities Act
and the rules and regulations promulgated under such Act by the Securities and
Exchange Commission ("SEC") and all applicable provisions of State securities
laws and regulations.

                  ss.2.11.2 Legend. The certificate or certificates representing
the Centra Shares shall bear a legend in substantially the following form:

                  "The Shares represented hereby have not been registered under
                  the Securities Act of 1933 and have been acquired for
                  investment and not with a view to distribution or resale. Such
                  Shares may not be sold, mortgaged, pledged, hypothecated or
                  otherwise transferred except in compliance with the terms of
                  an Agreement dated January 29, 2003. A copy of the Agreement
                  may be examined at the Company's offices.

                  ss.2.11.3 Acknowledgment of Restrictions. The Stockholders
acknowledge being informed that the Centra Shares are unregistered and must be
held indefinitely unless they (i) are subsequently registered under the
Securities Act, or (ii) an exemption from such registration is available, and
(iii) the Purchaser will not have an obligation to currently register the Centra
Shares for the Stockholders' account other than as contemplated in the
Stockholders Agreement and the side letter agreement between Centra and the
Stockholders.

                  ss.2.11.4 Access to Information. The Stockholders acknowledge
that they have been afforded access to all material information which they have
requested relevant to Stockholders' decision to acquire the Centra Shares and to
ask questions of Purchaser's management and that, except as set forth herein,
neither Purchaser nor anyone acting on behalf of Purchaser has made any
representations or warranties to stockholders which have induced, persuaded or
stimulated Stockholders to acquire the Centra Shares.

                  ss.2.11.5 Eligibility. Either alone, or together with their
investment advisor(s), the Stockholders have the knowledge and experience in
financial and business matters to be capable of evaluating the merits and risks
of the prospective investment in the Centra Shares, and the Stockholders are and
will be able to bear the economic risk of the investment in the Centra Shares.


         ss.2.12 Brokers or Finders


<PAGE>

         Except with respect to a possible claim by Aegis Bancorporation based
on its agreement with the Company, or a possible claim by Jerry Tyler, the
Stockholders will indemnify and hold the Purchaser harmless from any obligation
or liability, contingent or otherwise, for brokerage or finder's fees or agent's
commissions or other similar payment in connection with this Agreement alleged
to be due by or through the Stockholders as a result of the action of the
Company, or its officers or agents; provided, however, that the Purchaser will
pay Jerry Tyler ("Tyler") an agreed fee pursuant to an agreement between Tyler
and Purchaser relating to this transaction.


         ss.2.13 Questionable Payments

         To the knowledge of the Company and the Stockholders, neither the
Company, nor any director, officer, agent, employee, or other person associated
with or acting on behalf of the Company, or any Stockholder has, directly or
indirectly: used any corporate funds for unlawful contributions, gifts,
entertainment, or other unlawful expenses relating to political activity; made
any unlawful payment to foreign or domestic government officials or employees or
to foreign or domestic political parties or campaigns from corporate funds;
violated any provision of the Foreign Corrupt Practices Act of 1977, as amended;
established or maintained any unlawful or unrecorded fund of corporate monies or
other assets; made any false or fictitious entry on the books or records of the
Company; made any bribe, rebate, payoff, influence payment, kickback, or other
unlawful payment; given any favor or gift which is not deductible for federal
income tax purposes; or made any bribe, kickback, or other payment of a similar
or comparable nature, whether lawful or not, to any person or entity, private or
public, regardless of form, whether in money, property, or services, to obtain
favorable treatment in securing business or to obtain special concessions, or to
pay for favorable treatment for business secured or for special concessions
already obtained.


         ss.2.14 Completeness of Disclosure

         No representation or warranty by the Company or any Stockholder in this
Agreement and the Schedules and Exhibits hereto contains or on the Closing Date
will contain an untrue statement of material fact or omits or on the Closing
Date will omit to state a material fact required to be stated therein or
necessary to make the statements made therein not misleading. None of the
information supplied or to be supplied by the Company or a Stockholder for
inclusion specifically in any document to be filed with any regulatory authority
or governmental authority in connection with the Contemplated Transactions and
the financing thereof will be false or misleading with respect to any material
fact, or omit to state any material fact necessary in order to make the
statements therein not misleading or omit to state any material fact required to
be stated in order to correct any earlier misstatement. All writings for which
the Company or a Stockholder is responsible for filing with respect to the
Contemplated Transactions with any regulatory authority will comply as to form
with the provisions of applicable law and the applicable rules and regulations
thereunder.


III.     REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


<PAGE>

         The Purchaser represents and warrants to the Stockholders as follows:

         ss.3.01 Organization

         The Purchaser is a corporation duly organized, validly existing, and in
good standing under the laws of Delaware, its jurisdiction of incorporation,
with all requisite power and authority to own, lease, license, and use its
properties and assets and to carry on the business in which it is now engaged
and in which it contemplates engaging.


         ss.3.02 Authority: No Conflict

                  (a) This Agreement constitutes the legal, valid, and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms. Upon the execution and delivery by Purchaser of all agreements
contemplated by this Agreement, (collectively, the "Purchaser's Closing
Documents"), the Purchaser's Closing Documents will constitute the legal, valid,
and binding obligations of Purchaser and enforceable (subject to applicable
bankruptcy, insolvency and other laws affecting the enforceability of creditors'
rights generally and equitable remedies) against Purchaser in accordance with
their respective terms. Purchaser has the absolute and unrestricted right,
power, and authority to execute and deliver this Agreement and the Purchaser's
Closing Documents and to perform its obligations under this Agreement and the
Purchaser's Closing Documents.

                  (b) Neither the execution and delivery of this Agreement, nor
the consummation or performance of any of the Contemplated Transactions, will
give any Person the right to prevent, delay, or otherwise interfere with any of
the transactions pursuant to:

                  (i)      any provision of Purchaser's organizational
                           documents;

                  (ii)     any resolution adopted by the Purchaser's board of
                           directors or Stockholders;

                  (iii)    any legal requirement or order to which Purchaser may
                           be subject; or

                  (iv)     any Contract to which Purchaser is a party or to
                           which the assets of Purchaser are subject.

         Except for those consents set forth in Schedules 2.07 and 2.08 which
are required to be obtained by the Company, Purchaser is not and will not be
required to obtain any other consent from any person in connection with the
execution and delivery of this Agreement or the consummation or performance of
any of the Contemplated Transactions.


         ss.3.03 Capitalization

         The Purchaser's authorized capital stock consists of 50,000,000 shares
of

<PAGE>

Common Stock, par value $.00001 per share ("Common Stock") of which 16,410,716
shares are issued and outstanding. Each of such outstanding shares is validly
authorized, validly issued, fully paid, and nonassessable, has not been issued
and is not owned or held in violation of any preemptive right.


         ss.3.04 Financial Condition

         The Purchaser will deliver to the Stockholders true and correct copies
of the following: audited balance sheet of Purchaser as of December 31, 2001 for
the fiscal year then ended; audited statement of income, statement of retained
earnings, and statement of cash flow of Purchaser for the fiscal year ended
December 31, 2001. Such balance sheet presents fairly the financial condition,
assets, liabilities, and stockholders' equity of Purchaser as of its date; such
statement of income and statement of retained earnings presents fairly the
results of operations of Purchaser for the period indicated; and such statement
of cash flow presents fairly the information purported to be shown therein. The
financial statements referred to in this Section 3.04 have been prepared in
accordance with generally accepted accounting principles consistently applied
throughout the periods involved and are in accordance with the Purchaser's books
and records. Since December 31, 2001:

         (a)      There has at no time been a material adverse change in the
                  financial condition, results of operations, business,
                  properties, assets, liabilities, or future prospects of
                  Purchaser.

         (b)      Purchaser has not authorized, declared, paid, or effected any
                  dividend or liquidating or other distribution in respect of
                  its capital stock or any direct or indirect redemption,
                  purchase, or other acquisition of any stock of Purchaser.

         (c)      The operations and business of Purchaser have been conducted
                  in all respects only in the ordinary course.

         (d)      There has been no accepted purchase order or quotation,
                  arrangement, or understanding for future sale of the products
                  or services of Purchaser except in the ordinary course of
                  business.

         (e)      Purchaser has not suffered an extraordinary loss (whether or
                  not covered by insurance) or waived any right of substantial
                  value.

         ss.3.05 Private Placement Memorandum

         The Purchaser has delivered to the Stockholders a copy of Purchaser's
Private Placement Memorandum dated June, 2002, which sets forth the disclosure
of certain information about the Purchaser.


         ss.3.06 Non-Distributive Intent

         The Purchaser is acquiring the Smith Shares for its own account (and
not for the account of others) for investment and not with a view to the
distribution thereof. The Purchaser will not sell or otherwise dispose of the
Smith Shares (whether pursuant to a liquidating dividend or otherwise) without
registration under the Securities Act or an

<PAGE>

exemption therefrom, and the certificate or certificates representing the Smith
Shares may contain a legend to the foregoing effect. By virtue of its position,
the Purchaser has access to the kind of financial and other information about
the Company as would be contained in a registration statement filed under the
Securities Act. The Purchaser understands that it may not sell or otherwise
dispose of the Smith Shares in the absence of either a registration statement
under the Securities Act or an exemption from the registration provisions of the
Securities Act.


         ss.3.07 Certain Proceedings

         There is no Proceeding pending or, to the knowledge of the Purchaser,
threatened against Purchaser and that challenges, or may have the effect of
preventing, delaying, making illegal, or otherwise interfering with, any of the
Contemplated Transactions.


         ss.3.08 Brokers or Finders

         Purchaser will indemnify and hold Stockholders and the Company harmless
from any obligation or liability, contingent or otherwise, for brokerage or
finder's fees or agent's commissions or other similar payment in connection with
this Agreement alleged to be due by or through Purchaser as a result of the
action of Purchaser or its officers or agents.


         ss.3.09 Compliance with Laws

         Purchaser is in compliance in all material respects with all applicable
laws and regulations.


         ss.3.10 Completeness of Disclosure

         No representation or warranty by the Purchaser in this Agreement
contains or on the Closing Date will contain an untrue statement of material
fact or omits or on the Closing Date will omit to state a material fact required
to be stated therein or necessary to make the statements made therein not
misleading. None of the information supplied or to be supplied by Purchaser for
inclusion in any document to be filed with any regulatory authority or
governmental authority in connection with the Contemplated Transactions will be
false or misleading with respect to any material fact, or omit to state any
material fact necessary in order to make the statements therein not misleading
or omit to state any material fact required to be stated in order to correct any
earlier misstatement. All writings for which Purchaser is responsible for filing
with respect to the Contemplated Transactions with any regulatory authority will
comply as to form with the provisions of applicable law and the applicable rules
and regulations thereunder.


         ss.3.11 Purchaser Due Diligence

         Purchaser has performed certain due diligence in connection with the
execution and delivery of this Agreement and has no knowledge of facts or
circumstances which, independently or in connection with other facts or
circumstances known to Purchaser, (i) would render any of the representations or
warranties of Stockholders or the Company

<PAGE>

herein to be untrue, inaccurate or incomplete in any material respect; (ii)
would render any of the covenants of Stockholders or the Company herein to be
incapable of performance; or (iii) would render any conditions to the
performance of any obligations hereunder incapable of fulfillment prior to the
Closing Date.

IV.      Exchange of the Smith Shares

         ss.4.01 Terms of the Exchange

         On the basis of the representations, warranties, covenants, and
agreements contained in this Agreement and subject to the terms and conditions
of this Agreement:

                  (a) At the Closing, each Stockholder shall, assign, transfer,
         and convey to the Purchaser and the Purchaser shall acquire from the
         Stockholder, the Stockholder's Respective Portion of the Smith Shares
         subject to the assignment, transfer and conveyance by all of the
         Stockholders of their Respective Portions of the Smith Shares, in
         consideration of the Stockholder's Respective Portion of the Centra
         Shares. Each Stockholder shall deliver at the Closing certificate or
         certificates representing the Stockholder's Respective Portion of the
         Smith Shares, duly endorsed in blank or accompanied by stock powers
         duly endorsed in blank, in each case in proper form for transfer, with
         signatures guaranteed by a commercial bank or a member firm of the New
         York Stock Exchange, Inc., and with all stock transfer and any other
         required documentary stamps affixed thereto.

                  (b) The number of Centra Shares to be exchanged for the Smith
         Shares shall consist of the Base Amount (as defined below) plus the
         agreement of Purchaser to deliver the Additional Shares as provided
         below. Each Stockholder shall be issued his Respective Portion of the
         Base Amount and Smith shall be issued the Additional Shares.

                    (A) The Base Amount shall be that number of Centra shares
               equal to $3 million dollars (based on a normalized EBITDA for the
               Company for the twelve months trailing September 2001 of
               $750,000; if the average EBITDA is less than $750,000 over this
               period from 10/1/2000 to 9/30/2001, then the Base Amount shall be
               adjusted accordingly). The EBITDA shall be determined based upon
               the normalization of audited financial statements of the Company
               at the end of the respective year-end.

                    (B) Subject to adjustment of the Base Amount as provided
               above, at the Closing Purchaser shall issue to each Stockholder
               his Respective Portion of the Base Amount, minus the sum of (i)
               the amount of the unfunded obligations of the Company as of the
               Closing Date under the Employee Benefit Plans of the Company for
               the benefit of the Stockholders (if any) and (ii) the amount of
               indebtedness of the Company immediately prior to the Closing for
               monies borrowed from, or advances made to or on behalf of the
               Company the Stockholders. The Purchaser shall deliver to each
               Stockholder a certificate registered in his name for his
               Respective Portion of the Centra Shares, rounded to
<PAGE>

         the nearest whole number (fractional shares will not be issued). The
         Centra Shares shall be valued at $2.50 per share to calculate the
         number of Centra Shares to be issued for the Base Amount.

                    (C) Additional Shares shall be issued to Smith and Chavez as
               follows:

                         (i) An amount equal to an increase in the Company's
                    accounts receivable on the Closing Date (compared to the
                    accounts receivable on the date hereof, subject to all
                    normal bad debt reserves, write-offs, etc in accordance with
                    GAAP and the Company's past practices consistently applied)
                    which amount increases the Company's net working capital to
                    a balance in excess of $250,000.00 on the Closing Date.
                    Purchaser will perform a post Closing audit within 120 days
                    after the Closing. Upon calculation of any increase in the
                    Centra Shares under this subsection (i), Purchaser will
                    issue to Smith and Chavez additional Centra Shares that
                    equal the excess working capital over $250,000.00; Centra
                    Shares shall be valued at $2.50 per share for this purpose.
                    The Centra Shares issued under this Section 4.1(b)(C)(i)
                    will be issued to Smith and Chavez according to their
                    Stockholder's s Respective Proportion.

                         (ii) An amount arrived at by multiplying by four the
                    difference between the Company's EBITDA for the first twelve
                    months following the Closing and the $750,000 base period
                    EBITDA ("Additional Shares"). The First 12 months EBITDA
                    shall be derived from the audited financial statements of
                    the Company, which shall be audited by Purchaser's certified
                    public accounts by no later than 120 days after the end of
                    the fiscal year. The number of Additional Shares shall be
                    determined as follows: if on the date such Additional Shares
                    are to be issued the Purchaser's shares of Common Stock
                    shall be listed for trading on a stock exchange or the
                    NASDAQ, then for purposes of determining the amount of
                    Centra Shares to be issued pursuant to this Additional
                    Payment provision, the Purchaser's Common Stock shall be
                    valued at the average closing trading price for the 30
                    consecutive prior trading days ending on the date that the
                    parties agreed to the audited financial statements.
                    Purchaser shall not be required to issue any fractional
                    shares in connection with any such Additional Shares. In the
                    event that any dispute regarding the First 12 Months EBITDA
                    is not resolved within 30 days following the delivery of
                    such audited financial statements, then all such disputes
                    shall be submitted to binding arbitration as provided in
                    Section 4.01(D). In the event future acquisitions, tuck-ins,
                    etc. cause this Additional Shares formula to become
                    incalculable, then Smith and Purchaser shall negotiate in
                    good faith the Centra Shares to be delivered under this
                    Section 4.01(C). The Additional Shares issued under this
                    Section 4.1(b)(C)(ii) will be issued to Smith only.

                    (D) In the event a dispute arises under this Agreement with
               respect to adjustments of the Base Amount or Additional Shares to
               be issued to the Stockholders, then such dispute shall be
               resolved by a single arbitrator under the commercial arbitration
               rules of the American Arbitration Association. The

<PAGE>

         arbitration shall take place in New York County, New York. The
         arbitrator, in his or her sole discretion, shall have authority to
         award the prevailing party or parties its or their attorneys' fees and
         costs, and all costs of arbitration, in whole or in part, in addition
         to resolution of the disputed matter.

         ss.4.02 The Closing

         The closing of the exchange of the Smith Shares (the "Closing") shall
take place at the offices of Reitler Brown LLC, 800 Third Avenue, 21st Floor,
New York, New York 10022, at 10:00 A.M., local time, on December__, 2002.
("Closing Date"). The Closing may occur at such different place, such different
time, or such different date or a combination thereof as the Purchaser and
Stockholders agree in writing. If the Closing has not occurred on or prior to
December 31, 2002, then the parties not at fault shall, in addition to all other
rights and remedies available at law or in equity against the defaulting
parties, have the right to cancel and terminate this Agreement.

         ss.4.03 Indemnity Against Liabilities

         Stockholders jointly and severally agree to indemnify and hold harmless
the Purchaser, the Company and their respective officers, directors, employees,
counsel, agents, and stockholders, in each case past, present, or as they may
exist at any time after the date of this Agreement, and each person, if any, who
controls, controlled, or will control any of them within the meaning of Section
15 of the Securities Act or Section 20(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (the "Indemnitees"), against any and all
losses, liabilities, damages, and expenses whatsoever (which shall include, for
all purposes of this Section 4.03 and Section 9.01, but not be limited to
counsel fees and any and all expenses whatsoever incurred in investigating,
preparing, or defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all amounts paid in settlement of any claim or
litigation) as and when incurred arising out of, based upon, or in connection
with any breach or alleged breach of any representation, warranty, covenant, or
agreement of the Company or any Stockholder contained in this Agreement and any
act, alleged act, omission, or alleged omission by a Stockholder or the Company
occurring at or prior to the Closing (including without limitation any which
arise out of, are based upon, or are in connection with any of the Contemplated
Transactions hereby). The foregoing agreement to indemnify shall be in addition
to any liability the Company or Stockholders may otherwise have, including
liabilities arising under this Agreement.


V.       COVENANTS AND AGREEMENTS OF THE COMPANY AND STOCKHOLDERS

         The Company and Stockholders covenant and agree as follows:

         ss.5.01 Access

                  (a) Until the earlier of the Closing and the abandonment or
termination of this Agreement pursuant to Article IV (the "Release Time"), the
Company will afford,

<PAGE>

and Stockholders will cause the Company to afford, the officers, employees,
counsel, agents, investment bankers, accountants, and other representatives of
the Purchaser and its lenders, investors, and prospective lenders or investors
free and full access to the plants, properties, books, and records of the
Company, will permit them to make extracts from and copies of such books and
records, and will from time to time furnish the Purchaser with such additional
financial and operating data and other information as to the financial
condition, results of operations, businesses, properties, assets, liabilities,
or future prospects of the Company as the Purchaser from time to time may
request. Until the Release Time, the Company and Stockholders will cause the
independent certified public accountants of the Company to make available to the
Purchaser and its independent certified public accountants the work papers
relating to the financial statements of the Company referred to in Section 2.04.

                  (b) Non-public information obtained by Purchaser in the course
of the investigation set forth above will be used solely for purposes of the
Contemplated Transactions and, in the event this Agreement terminates and the
Contemplated Transactions are not consummated, all information so obtained will
be returned to the Company. If such return is not possible or practicable under
the circumstances, all copies thereof, and all summaries or abstracts made
therefrom shall be destroyed or irretrievably erased from all storage media and
devices.


         ss.5.02 Conduct of Business

         Until the Closing, the Company will, and Stockholders will cause the
Company to, conduct its affairs so that at the Closing no representation or
warranty of the Company or any Stockholder will be inaccurate, no covenant or
agreement of the Company or any Stockholder will be breached, and no condition
in this Agreement will remain unfulfilled by reason of the actions or omissions
of the Company, or any Stockholder. Except as otherwise requested by the
Purchaser in writing, until the Closing or the Release Time, the Company will,
and Stockholders will cause the Company to, use its best efforts to preserve the
business operations of the Company intact, to keep available the services of its
present personnel, to preserve in full force and effect the contracts,
agreements, instruments, leases, licenses, arrangements, and understandings of
the Company, and to preserve the good will of its suppliers, customers, and
others having business relations with any of them. In furtherance of the
foregoing, the Company will, and Stockholders will cause the Company to, do the
following:

         (a)      Conduct its business in the ordinary course and do all things
                  reasonably necessary to preserve all rights and permits
                  necessary to conduct such business;

         (b)      Keep its assets in good operating condition and repair and
                  make all normal and necessary repairs, replacements, renewals
                  and improvements thereto and comply with the provisions of all
                  applicable leases so as to prevent any default or breach
                  thereunder;

         (c)      Collect its accounts receivable, pay its accounts payable and
                  manage its cash flow consistent with its normal business
                  practices;


<PAGE>

         (d)      Maintain its books, accounts and records in accordance with
                  the Company's practice;

         (e)      Comply in all material respects with all laws applicable to it
                  and all obligations by which it is bound;

         (f)      File when due all reports and returns required to be filed by
                  it by any governmental authority and pay or perform when due
                  all taxes, assessments and other liabilities and obligations
                  in accordance with their terms, except those which are
                  contested in good faith;

         (g)      Take all reasonable actions to maintain their respective
                  customer relationships and volume of service and sales
                  activity, vendor and supplier relationships, banking lines of
                  credit and relationships with its workforce and relationships
                  with its employees;

         (h)      Not make any dividends, redemptions, distributions or other
                  payments with respect to their respective shares of capital
                  stock; and

         (i)      Not sell or otherwise dispose of any of their respective
                  material assets (other than inventory in the ordinary course
                  of business) or encumber any property or incur any debt other
                  than trade payables, accrued expenses and working capital
                  financing in the ordinary course of business and consistent
                  with past practices.


         ss.5.03 Advice of Changes

         Until the Closing or the Release Time, the Company and Stockholders
will immediately advise the Purchaser in a detailed written notice of any fact
or occurrence or any pending or threatened occurrence of which any of them
obtains knowledge and which (if existing and known at the date of the execution
of this Agreement) would have been required to be set forth or disclosed in or
pursuant to this Agreement or an Exhibit hereto, which (if existing and known at
any time prior to or at the Closing) would make the performance by any party of
a covenant contained in this Agreement impossible or make such performance
materially more difficult than in the absence of such fact or occurrence, or
which (if existing and known at the time of the Closing) would cause a condition
to any party's obligations under this Agreement not to be fully satisfied.


         ss.5.04    Confidentiality

         The Company and Stockholders shall insure that all confidential
information which the Company, any of its officers, directors, employees,
counsel, agents, investment bankers, or accountants, or any Stockholder or his
counsel, agents, investment bankers, or accountants may now possess or may
hereafter create or obtain relating to the financial condition, results of
operations, business, properties, assets, liabilities, or future prospects of
the Company, or the Purchaser, any affiliate of any of them, or any customer or
supplier of any of them or any such affiliate shall not be published, disclosed,
or made accessible by any of them to any other person or entity at any time or
used by any of

<PAGE>

them except, pending the Closing, in the business and for the benefit of the
Company, in each case without the prior written consent of the Purchaser in each
instance; provided, however, that the restrictions of this sentence shall not
apply (a) with respect to the obligations of the Company after the Closing takes
place, (b) with respect to the obligations of all such persons and entities
after this Agreement which are rightfully terminated, but only to the extent
such confidential information relates to the financial condition, results of
operations, business, properties, assets, liabilities, or future prospects of
the Company, or any affiliate, or (insofar as such confidential information was
obtained directly by the Company, or any such affiliate from any customer or
supplier of any of them) of any such customer or supplier, (c) as may otherwise
be required by law, (d) as may be necessary or appropriate in connection with
the enforcement of this Agreement, (e) to disclosure by or on behalf of the
Purchaser to existing or prospective lenders or other investors or to others
whose consent may be required or desirable in connection with obtaining the
financing or consents which are required or desirable to consummate the
Contemplated Transactions, or (f) to the extent such information shall have
otherwise become publicly available. The Company and Stockholders shall, and
shall cause all other such persons and entities to, deliver to the Purchaser all
tangible evidence of such confidential information to which the restrictions of
the foregoing sentence apply at the Closing or the earlier rightful termination
of this Agreement.


         ss.5.05 Public Statements

         Neither the Company nor any Stockholder shall release any information
concerning this Agreement or the Contemplated Transactions which is intended for
or may result in public dissemination thereof, without the prior written consent
of the Purchaser. Nothing contained herein shall prevent the Company or any
Stockholder from releasing any information to any governmental authority if
required to do so by law.


         ss.5.06 Other Proposals

         Until the Release Time, the Company and Stockholders shall not, and
shall neither authorize nor permit any officer, director, employee, counsel,
agent, investment banker, accountant, or other representative of any of them,
directly or indirectly, to: (a) initiate contact with any person or entity in an
effort to solicit any Takeover Proposal (as such term is defined in this Section
5.06); (b) cooperate with, or furnish or cause to be furnished any non-public
information concerning the business, properties, or assets of the Company to,
any person or entity in connection with any Takeover Proposal; (c) negotiate
with any person or entity with respect to any Takeover Proposal; or (d) enter
into any agreement or understanding with the intent to effect a Takeover
Proposal. The Company and Stockholders will immediately give written notice to
the Purchaser of the details of any Takeover Proposal of which any of them
becomes aware. As used in this Section 5.06, "Takeover Proposal" shall mean any
proposal, other than as contemplated by this Agreement, for the purchase from
one or more of the Stockholders of any of the Smith Shares, a merger,
consolidation, reorganization, other business combination, or recapitalization
involving the Company, for the acquisition of any interest in the equity or in
any class or series of capital stock of the Company, for the acquisition of the
right to cast any of the votes on any matter with respect to the Company, or for
the acquisition of

<PAGE>

any of their respective assets other than in the ordinary course of their
respective businesses.


         ss.5.07 Consents Without Any Condition

         The Company and Stockholders shall not make any agreement or reach any
understanding not approved in writing by the Purchaser as a condition for
obtaining any consent, authorization, approval, order, license, certificate, or
permit required for the consummation of the Contemplated Transactions, whether
pursuant to Section 7.07, 7.08, or 7.09 or otherwise.


         ss.5.08 Release by Stockholders

         If the Closing takes place, effective immediately after the Closing,
each Stockholder fully and unconditionally releases and discharges all claims
and causes of action which he or his heirs, personal representatives,
successors, or assigns ever had, now have, or hereafter may have against the
Purchaser, the Company, and, when acting as such, their respective officers,
directors, employees, counsel, agents, and stockholders, in each case past,
present, or as they may exist at any time after the date of this Agreement, and
each person, if any, who controls, controlled, or will control any of them
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, except claims and causes of action arising out of, based upon, or
in connection with this Agreement. (including the Employment Agreement,
Stockholders Agreement and other documents delivered at the Closing or
subsequent to the Closing under the terms of this Agreement).


         ss.5.09 Noncompetition

         Smith agrees, in consideration of the obligations of the Purchaser
hereunder: (a) for a period of two (2) years after the Closing Date, he will not
(i) compete with or be engaged in the same business as, or Participate In (as
hereinafter defined in this Section 5.09) any other business or organization
which at any time during the two (2)-year period after the Closing Date competes
with or is engaged in the same business as, the Purchaser or any of its
subsidiaries, including the Company, with respect to any product or service sold
or activity engaged in up to the time of the Closing by the Company in any
geographical area in which at the time of the Closing such product or service is
sold or activity engaged in, or (ii) Participate In any other business or
organization which at any time during the two (2)-year period after the Closing
Date uses a name similar to or susceptible of confusion with the Company's name
or any combination or abbreviation thereof; (b) he will not directly or
indirectly reveal the name of, solicit or interfere with, or endeavor to entice
away from the Company, the Purchaser or any Subsidiary of the Purchaser, any of
their respective suppliers, customers, or employees; and (c) he will not
directly or indirectly employ any person who, at any time up to the Closing
Date, was an employee of the Company, the Purchaser, or any Subsidiary of the
Purchaser within a period of two (2) years after such person leaves the employ
of such corporation. As used in this Section 5.09, "Participate In" shall mean
"directly or indirectly, for his own benefit or for, with, or through any other
person or entity, own, manage, operate, control,

<PAGE>

loan money to, or participate in the ownership, management, operation, or
control of, or be connected as a director, officer, employee, partner,
consultant, agent, independent contractor, or otherwise with, or acquiesce in
the use of his name in." Smith agrees that the provisions of this Section 5.09
are necessary and reasonable to protect the Company, and the Purchaser in the
conduct of their businesses. If any restriction contained in this Section 5.09
shall be deemed to be invalid, illegal, or unenforceable by reason of the
extent, duration, or geographical scope thereof, or otherwise, then the court
making such determination shall have the right to reduce such extent, duration,
geographical scope, or other provisions hereof, and in its reduced form such
restriction shall then be enforceable in the manner contemplated hereby.


         ss.5.10 Voting by Stockholders

         The Company agrees that prior to the Release Time or the consummation
of the Closing it will not, and the Stockholders agree that they will cause the
Company not, to authorize, approve or effect, (a) any stock split, stock
dividend, or reverse stock split relating to any class or series of the
Company's stock, (b) any issuance of any shares of capital stock of the Company,
any option, warrant, or other right calling for the issuance of any such share
of capital stock, or any security convertible into or exchangeable for any such
share of capital stock, (c) any authorization of any other class or series of
stock of the Company, (d) any amendment of the certificate of incorporation (or
other charter document) or the by-laws of the Company or, or (e) any proposition
the effect of which may be to prohibit, restrict, or delay the consummation of
any of the transactions contemplated by this Agreement or impair the
contemplated benefits to the Purchaser of the Contemplated Transactions.


         ss.5.11 Employment Agreement

         The Company will, and the Stockholders will cause the Company to,
execute and deliver, effective with the Closing, an Employment Agreement with
Smith in the form of Exhibit A ("Employment Agreement").


         ss.5.12 Assumption of Liabilities

         The Stockholders shall execute and deliver to the Company and the
Purchaser at the Closing in such form as the Purchaser reasonably requests their
assumptions and undertakings to pay all of the following obligations of the
Company as of the Closing Date, to the extent not otherwise discharged as of
Closing Date as determined in accordance with GAAP:

         o        Uninsured product liability or environmental claims or actions
                  based on events or transactions before the Closing

         o        Uncollected or unpaid sales tax, FICA, Medicare or income tax
                  withholding

         o        Income taxes owed by the Company for years prior to the
                  Closing

         o        Undisclosed or contingent liabilities of the Company based on
                  events of transactions before Closing, including any
                  professional fees owed that are not

<PAGE>

                  pre-approved by Purchaser prior to Closing or declared
                  dividends payable as of the Closing Date.


VI.      COVENANTS AND AGREEMENTS OF THE PURCHASER

         The Purchaser covenants and agrees as follows:


         ss.6.01 Continuation of Employment

                  (a) The Purchaser shall not cause the Company to terminate
employees of the Company in violation of employment agreements existing at the
date hereof. The Purchaser agrees to cause the Company to honor and not
terminate or amend after the Closing the rights to indemnification of the
officers, directors and employees of the Company and the former officers,
directors and employees of the Company provided at the Closing Date by the
certificate of incorporation and by-laws of the Company or otherwise in
accordance with their terms; such agreement of the Purchaser, however, shall not
be deemed an obligation of Purchaser to satisfy such indemnification rights.

                  (b) Nothing contained in this Agreement or otherwise shall
obligate the Purchaser or the Company to employ any person who is now or in the
future may be employed by the Company, except as provided in the Employment
Agreements.


         ss.6.02 Advice of Changes

         Until the Closing or Release Time, Purchaser will immediately advise
the Stockholders in a detailed written notice of any fact or occurrence or any
pending or threatened occurrence of which Purchaser obtains knowledge and which
(if existing and known at the date of the execution of this Agreement) would
have been required to be set forth or disclosed in or pursuant to this Agreement
or an Exhibit hereto, which (if existing and known at any time prior to or at
the Closing) would make the performance by any party of a covenant contained in
this Agreement impractical or impossible or make such performance materially
more difficult than in the absence of such fact or occurrence, or which (if
existing and known at the time of the Closing) would cause a condition to any
party's obligations under this Agreement not to be fully satisfied.

         ss.6.03 Confidentiality

         Purchaser shall insure that all confidential information which
Purchaser, any of its officers, directors, employees, counsel, agents,
investment bankers, or accountants, may now possess or may hereafter create or
obtain relating to the financial condition, results of operations, business,
properties, assets, liabilities, or future prospects of the Company, any
affiliate, or any customer or supplier of any of them or any such affiliate
shall not be published, disclosed, or made accessible by any of them to any
other person or entity at any time or used by any of them except, pending the
Closing, in the business and for the benefit of the Company, in each case
without the prior written consent of the Stockholders; provided, however, that
the restrictions of this sentence shall not apply (a) with respect to the
obligations of Purchaser after the Closing, (b) with respect to the


<PAGE>

obligations of all such persons and entities after this Agreement is rightfully
terminated, but only to the extent such confidential information relates to the
financial condition, results of operations, business, properties, assets,
liabilities, or future prospects of the Company, of any affiliate of any of
them, or, insofar as such confidential information was obtained directly by
Purchaser from any customer or supplier of the Company, with respect to such
customer or supplier, (c) as may otherwise be required by law, (d) as may be
necessary or appropriate in connection with the enforcement of this Agreement,
or (e) to disclosure by or on behalf of the Purchaser to existing or prospective
lenders or other investors or to others whose consent may be required or
desirable in connection with obtaining the financing or consents which are
required or desirable to consummate the transactions contemplated by this
Agreement, or (f) to the extent such information shall have otherwise become
publicly available.


         ss.6.04 Notice of Breaches by Purchaser

         The Purchaser shall give to Stockholders promptly after becoming aware
of the occurrence or the pending occurrence of any event that would cause or
constitute a breach of any of Purchaser's, Stockholder's or the Company's
representations, warranties, covenants or agreements set forth in this Agreement
or that might result in the non-fulfillment of any condition to the consummation
of the transactions contemplated by this Agreement.


         ss.6.05 Regulatory Filings

         Purchaser shall provide Stockholders with copies of all
non-confidential portions of its applications, if any, to all regulatory
authorities at the time such applications are filed with such regulatory
authorities.


         ss.6.06 Bank/Institutional Indebtedness

         Purchaser at the Closing shall assume or replace the Company's
bank/institutional indebtedness of the Company for monies borrowed by or
advances made to or on behalf of the Company; (but not indebtedness owed to the
Stockholders for loans or advances, which will be canceled).


         ss.6.07 Consummation of Agreement

         Purchaser shall perform and fulfill all conditions and obligations on
its part to be performed or fulfilled by it under this Agreement and to cause
the Contemplated Transactions to be consummated as expeditiously as reasonably
practical.


         ss.6.08 Stockholders Agreement

         The Purchaser will execute and deliver the Stockholders Agreement.


VII.     CONDITIONS TO OBLIGATIONS OF THE PURCHASER


<PAGE>

         The obligations of the Purchaser under this Agreement are subject, at
the option of the Purchaser, to the following conditions:


         ss.7.01 Accuracy of Representations and Compliance with Conditions

         All representations and warranties of the Company or any Stockholder
contained in this Agreement shall be accurate when made and, in addition, shall
be accurate as of the Closing as though such representations and warranties were
then made in exactly the same language by the Company or such Stockholder as of
the Closing; the Company and Stockholders shall have performed and complied with
all covenants and agreements and satisfied all conditions required to be
performed and complied with by any of them at or before such time by this
Agreement; and the Purchaser shall have received certificates executed by the
chief executive officer and the chief financial officer of the Company and by
the Stockholders, dated the Closing Date, to that effect, substantially in the
form of Exhibits B and C, respectively.


         ss.7.02 Opinion of Counsel

         The Company and Stockholders shall have delivered to the Purchaser on
the Closing Date the opinion of Christopher M. Dietrich, Esq., counsel to the
Company and Smith, dated as of such date, substantially in the form attached
hereto as Exhibit D.


         ss.7.03 Other Closing Documents

         Stockholders shall have delivered or cause the Company to deliver to
the Purchaser at or prior to the Closing the Stockholders Agreement signed by
the Stockholders, the Employment Agreement signed by Smith and such other
documents (including certificates of officers of the Company or of any
Subsidiary) as the Purchaser may reasonably request in order to enable the
Purchaser to determine whether the conditions to its obligations under this
Agreement have been met and otherwise to carry out the provisions of this
Agreement.


         ss.7.04 Review of Proceedings

         All actions, proceedings, instruments, and documents required to carry
out this Agreement or incidental thereto and all other related legal matters
shall be subject to the reasonable approval of Reitler Brown LLC, counsel to the
Purchaser, and the Company and Stockholders shall have furnished such counsel
such documents as such counsel may have reasonably requested for the purpose of
enabling them to pass upon such matters.


         ss.7.05 Legal Action

         There shall not have been instituted or threatened any Proceeding
relating to, or seeking to prohibit or otherwise challenge the consummation of,
the transactions contemplated by this Agreement, or to obtain substantial
damages with respect thereto.


         ss.7.06 No Governmental Action


<PAGE>

         There shall not have been any action taken, or any law, rule,
regulation, order, judgment, or decree proposed, promulgated, enacted, entered,
enforced, or deemed applicable to the transactions contemplated by this
Agreement by any federal, state, local, or other governmental authority or by
any court or other tribunal, including the entry of a preliminary or permanent
injunction, which, in the sole judgment of the Purchaser, (a) makes any of the
transactions contemplated by this Agreement illegal, (b) results in a delay in
the ability of the Purchaser to consummate any of the Contemplated Transactions,
(c) requires the divestiture by the Purchaser of any of the Smith Shares or of a
material portion of the business of either the Purchaser and its subsidiaries
taken as a whole, or of the Company and the Subsidiaries taken as a whole, (d)
imposes material limitations on the ability of the Purchaser effectively to
exercise full rights of ownership of the Smith Shares including the right to
vote such shares on all matters properly presented to the stockholders of the
Company, or (e) otherwise prohibits, restricts, or delays consummation of any of
the transactions contemplated by this Agreement or impairs the contemplated
benefits to the Purchaser of any of the transactions contemplated by this
Agreement.


         ss.7.07 Governmental Approval

         The parties to this Agreement shall have obtained at or prior to the
Closing any required approval of any governmental agency having jurisdiction to
this Agreement and to the execution, delivery, and performance of this Agreement
by each of the parties.


         ss.7.08 Contractual Consents Needed

         The parties to this Agreement shall have obtained at or prior to the
Closing all consents required for the consummation of the Contemplated
Transactions from any party to any contract, agreement, instrument, lease,
license, arrangement, or understanding to which any of them is a party, or to
which any of them or any of their respective businesses, properties, or assets
are subject.


         ss.7.09 Other Agreements

         Other agreements to be signed after this Agreement is executed, but
before the Closing, shall have been duly authorized, executed, and delivered by
the parties thereto at or prior to the Closing, and as at the Closing shall be
in full force, valid, and binding upon the parties thereto, and shall (subject
to applicable bankruptcy, insolvency, and other laws affecting the
enforceability of creditors' rights generally) be enforceable by them in
accordance with their terms at the Closing, and no party thereto at any time
from the execution thereof until immediately after the Closing shall have been
in violation of or in default in complying with any material term thereof.


         ss.7.10 Insurance on Key Employees

         The Purchaser shall, at its expense, have obtained at or prior to the
Closing renewable term life insurance for the benefit of the Company on the life
of Smith in the face amount of $1 Million, with a reputable insurance company
and at rates then prevailing in California for healthy persons of the same sex
and age of the insured.

<PAGE>

         ss.7.11 Resignations

         All directors of the Company shall have resigned at or prior to the
Closing as directors and members of all committees of the Board of Directors in
writing effective immediately after the Closing. All officers of the Company
shall have resigned at or prior to the Closing in writing effective immediately
after the Closing subject to acceptance by the Purchaser.


         ss.7.12 Releases

         The Company shall have received at or prior to the Closing a release
from each person who is or who at any time during the one year period ending
with date of Agreement was, an officer or a director of the Company, dated the
Closing Date, substantially in the form of Exhibit E.


         ss.7.13 Officers' and Directors' Confidentiality and Noncompetition
         Agreement

         The Purchaser and the Company shall have received at or prior to the
Closing from each person who is, who before the Closing becomes, or who at any
time during the one year period ended on the date of this Agreement was, an
officer or a director of the Company, a confidentiality and non-competition
agreement substantially in the form of Exhibit F.


         ss.7.14 Condition of Property

         All risk of casualty or loss, or taking by eminent domain or
condemnation, prior to the Closing shall be borne by the Company and the
Stockholders. None of the assets and business of the Company, shall have been
destroyed, damaged or taken by condemnation or other governmental action. The
Company shall have operated its business, and preserved its assets, in a manner
complying with Section 7.02 and the Stockholders shall deliver a Certificate to
Purchaser dated the Closing Date confirming the same to the best of the
Stockholders' knowledge.


VIII.    CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND STOCKHOLDERS

         The obligations of the Company and Stockholders under this Agreement
are subject, at the option of the Company and Stockholders, to the following
conditions:


         ss.8.01 Accuracy of Representations and Compliance with Conditions

         All representations and warranties contained in this Agreement shall be
accurate when made and, in addition, shall be accurate as of the Closing as
though such representations and warranties were then made in exactly the same
language by Purchaser; as of the Closing Purchaser shall have performed and
complied with all covenants and agreements and satisfied all conditions required
to be performed and complied with by it at or before such time by this
Agreement; and the Stockholders shall

<PAGE>

have received a certificate executed by the chief executive officer of
Purchaser, dated the Closing Date, to that effect, substantially in the form of
Exhibit G.


         ss.8.02 Other Closing Documents

         Purchaser shall have delivered to the Stockholders prior to the Closing
such other documents as the Stockholders may reasonably request in order to
enable the Stockholders to determine whether the conditions to their obligations
under this Agreement have been met and otherwise to carry out the provisions of
this Agreement.


         ss.8.03 Review of Proceedings

         All actions, proceedings, instruments, and documents required to carry
out this Agreement or incidental thereto and all other related legal matters
shall be subject to the reasonable approval of Christopher M. Dietrich, Esq.,
counsel to the Company and Smith, and Purchaser shall have furnished such
counsel such documents as such counsel may have reasonably requested for the
purpose of enabling them to pass upon such matters.


         ss.8.04 Proceedings

         There shall not have been instituted or threatened any Proceeding
relating to, or seeking to prohibit or otherwise challenge the consummation of,
the Contemplated Transactions, or to obtain substantial damages with respect
thereto.


         ss.8.05 No Governmental Action

         There shall not have been any action taken, or any law, rule,
regulation, order, judgment, or decree proposed, promulgated, enacted, entered,
enforced, or deemed applicable to the transactions contemplated by this
Agreement by any federal, state, local, or other governmental authority or by
any court or other tribunal, including the entry of a preliminary or permanent
injunction, which, in the sole judgment of the Stockholders, (a) makes any of
the transactions contemplated by this Agreement illegal, (b) results in a delay
in the ability of the Stockholders to consummate any of the transactions
contemplated by this Agreement, or (c) otherwise prohibits, restricts, or delays
consummation of any of the Contemplated Transactions or impairs the contemplated
benefits to the Stockholders of any of the Contemplated Transactions.


         ss.8.06 Governmental Approval

         The parties to this Agreement shall have obtained at or prior to the
Closing any required approval of any governmental agency having jurisdiction to
this Agreement and to the execution, delivery, and performance of this Agreement
by each of the parties.


         ss.8.07 Contractual Consents Needed

         The parties to this Agreement shall have obtained at or prior to the
Closing all consents required for the consummation of the Contemplated
Transactions from any

<PAGE>

party to any contract, agreement, instrument, lease, license, arrangement, or
understanding to which the Purchaser is a party, or to which it or any of its
business, properties, or assets are subject.


         ss.8.08 Employment Agreement and Stockholders Agreement

         The Employment Agreement and Stockholders Agreement shall have been
signed by the Company.


IX.      MISCELLANEOUS


         ss.9.01 Brokerage Fees

         Except with respect to a possible claim by Aegis Bancorporation based
on its agreement with the Company, or a possible claim by Tyler, if any person
shall assert a claim to a fee, commission, or other compensation on account of
alleged employment as a broker or finder on behalf of the Company or the
Stockholders, or alleged performance of services as a broker or finder, in
connection with or as a result of any of the transactions contemplated by this
Agreement, Stockholders shall (subject to the next sentence) indemnify and hold
harmless the Purchaser against any and all losses, liabilities, claims, damages,
and expenses whatsoever (as defined in Section 4.03) as and when incurred
arising out of, based upon, or in connection with such claim by such person, and
Stockholders shall at their sole expense defend any and all suits, actions,
proceedings (formal or informal), or investigations involving such claim that
may at any time be brought against the Purchaser and satisfy promptly any
settlement or judgment arising therefrom; but if Stockholders fail to defend
such suit, action, proceeding, or investigation in a timely manner, the
Purchaser or any Indemnitee made a defendant therein or a party thereto shall
have the right to defend and settle the same and pay any judgment or settlement
pertaining thereto as it or he may reasonably deem appropriate at the cost and
expense of Stockholders. If, however, such a claim is made by Aegis
Bancorporation against the Stockholders, Purchaser shall indemnify and hold
harmless the Stockholders against any and all losses, liabilities, claims,
damages, and expenses whatsoever (as defined in Section4.03) as and when
incurred arising out of, based upon, or in connection with such claim by such
person, and the Purchaser shall at its sole expense defend any and all suits,
actions, proceedings (formal or informal), or investigations involving such
claim that may at any time be brought against the Stockholders and satisfy
promptly any settlement or judgment arising therefrom; but if Purchaser fails to
defend such suit, action, proceeding, or investigation in a timely manner, the
Stockholders made a defendant therein or a party thereto as it or he may
reasonably deem appropriate at the cost and expense of Purchaser.


         ss.9.02 Expenses

         Except as otherwise expressly provided in this Agreement, each party to
this Agreement will bear its respective expenses incurred in connection with the
preparation, execution, and performance of this Agreement and the Contemplated
Transactions, including all fees and expenses of agents, representatives,
counsel, and accountants.
<PAGE>


         ss.9.03 Further Actions

         At any time and from time to time, each party agrees, at its or his
expense, to take such actions and to execute and deliver such documents as may
be reasonably necessary to effectuate the purposes of this Agreement.

         ss.9.04 Availability of Equitable Remedies

         Since a breach of the provisions of this Agreement could not adequately
be compensated by money damages, any party shall be entitled, either before or
after the Closing, in addition to any other right or remedy available to it, to
an injunction restraining such breach or a threatened breach and to specific
performance of any such provision of this Agreement, and in either case no bond
or other security shall be required in connection therewith, and the parties
hereby consent to the issuance of such an injunction and to the ordering of
specific performance.


         ss.9.05 Survival

         The covenants, agreements, representations, and warranties contained in
or made pursuant to this Agreement shall survive the Closing and the delivery of
the Smith Shares to the Purchaser, irrespective of any investigation made by or
on behalf of any party. The statements contained in the Stockholders Agreement
and the Employment Agreement, or in any other document executed by the Company,
or any Stockholder relating hereto or delivered to the Purchaser in connection
with the Contemplated Transactions or in any statement, certificate, or other
instrument delivered by or on behalf of the Company, or any Stockholder pursuant
hereto or thereto or delivered to the Purchaser in connection with the
Contemplated Transactions shall be deemed representations and warranties,
covenants and agreements, or conditions, as the case may be, of the Stockholders
hereunder for all purposes of this Agreement (including all statements,
certificates, or other instruments delivered pursuant hereto or thereto or
delivered in connection with the Contemplated Transactions).


         ss.9.06 Appointment of Agent

         Smith is hereby appointed as the representative (the "Representative")
of the interests of Stockholders for all purposes of this Agreement. Without
giving notice to Stockholders, the Representative shall have full and
irrevocable authority on behalf of Stockholders (a) to deal with the other
parties to this Agreement, (b) to accept and distribute the amounts payable to
the Stockholders, (c) to accept and give notices and other communications
relating to this Agreement, (d) to settle any dispute relating to the terms of
this Agreement, (e) to waive any condition to the obligations of Stockholders
found in this Agreement, (f) to modify or amend this Agreement (except with
respect to the Purchase Price to be received by a Stockholder), (g) to execute
any instrument or document that the Representative may determine is necessary or
desirable in the exercise of his authority under this Section 9.06, and (h) to
act in connection with all matters arising out of, based upon, or in connection
with this Agreement and the transactions contemplated hereby or thereby. In the
event of the refusal or inability to serve, death, incapacity, or resignation
for any reason of the Representative, Richard Kerr will become

<PAGE>

his successor, with all the powers and irrevocable authority of the
Representative, and with full power of substitution.


         ss.9.07 Modification

         This Agreement and the Exhibits hereto set forth the entire
understanding of the parties with respect to the subject matter hereof (except
as provided in Section 9.06), supersede all existing agreements among them
concerning such subject matter, and may be modified only by a written instrument
duly executed by each party (except as otherwise provided in Section 9.06).


         ss.9.08 Notices

         Subject to Section 9.06, any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be (i) mailed by
certified mail, return receipt requested (ii) delivered or by Federal Express,
Express Mail, or similar overnight delivery or courier service, (iii) delivered
in person or (iv) delivered by telecopy, telex, or similar telecommunications
equipment with a confirmation copy sent by First Class Mail to the party to whom
it is to be given at the address of such party set forth in the preamble to this
Agreement (or to such other address as the party shall have furnished in writing
in accordance with the provisions of this Section 9.08) with a copy to each of
the other parties hereto. Any notice given to any corporate party shall be
addressed to the attention of the Corporate Secretary. Notice to the estate of
any party shall be sufficient if addressed to the party as provided in this
Section 9.08. Any notice or other communication given by certified mail (or by
such comparable method) shall be deemed given at the time of certification
thereof (or comparable act), except for a notice changing a party's address
which will be deemed given at the time of receipt thereof. Any notice given by
other means permitted by this Section 9.08 shall be deemed given at the time of
receipt thereof.


         ss.9.09 Waiver

         Any waiver by any party of a breach of any term of this Agreement shall
not operate as or be construed to be a waiver of any other breach of that term
or of any breach of any other term of this Agreement. The failure of a party to
insist upon strict adherence to any term of this Agreement on one or more
occasions will not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of
this Agreement. Any waiver must be in writing duly signed by the waiving party.


         ss.9.10 Joint and Several Obligations

         The representations, warranties, covenants, and agreements of
Stockholders in this Agreement are joint and several, but no Stockholder shall
have any rights against the Company if a remedy is sought or obtained against
any Stockholder because both the Company and one or more Stockholders have
breached a representation, warranty, covenant, or agreement.
<PAGE>


         ss.9.11 Binding Effect

         The provisions of this Agreement shall be binding upon and inure to the
benefit of the Company and the Purchaser and their respective successors and
assigns and each Stockholder and his assigns, heirs, and personal
representatives, and shall inure to the benefit of each Indemnitee and its
successors and assigns (if not a natural person) and his assigns, heirs, and
personal representatives (if a natural person).


         ss.9.12 No Third Party Beneficiaries

         This Agreement does not create, and shall not be construed as creating,
any rights enforceable by any person not a party to this Agreement (except as
provided in Sections 5.04, 5.09 and 9.11).


         ss.9.13 Separability

         If any provision of this Agreement is invalid, illegal, or
unenforceable, the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.


         ss.9.14 Headings

         The headings in this Agreement are solely for convenience of reference
and shall be given no effect in the construction or interpretation of this
Agreement.


         ss.9.15 Counterparts; Governing Law

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. It shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to conflict of
laws. Any action, suit, or proceeding arising out of, based on, or in connection
with this Agreement or the transactions contemplated hereby may be brought only
in the United States District Court for Delaware or if federal jurisdiction is
not available, in the Superior Court or Court of Chancery of Delaware and each
party covenants and agrees not to assert, by way of motion, as a defense, or
otherwise in any such action, suit, or proceeding, any claim that it or he is
not subject personally to the jurisdiction of such court, that its or his
property is exempt or immune from attachment or execution, that the action,
suit, or proceeding is brought in an inconvenient forum, that the venue of the
action, suit, or proceeding is improper, or that this Agreement or the subject
matter hereof may not be enforced in or by such court.


         ss.9.16 No Assignment

         This Agreement may not be assigned by any party, in whole or in part,
without the prior written consent of the other parties except that the Purchaser
may assign this Agreement and its rights and obligations hereunder in connection
with a transaction

<PAGE>

whereby it is merged with, or acquired by, a third-party without regard to the
form of any such acquisition.



<PAGE>



IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.



                                        CENTRA INDUSTRIES, INC.


                                        By /s/ Gary Fuchs
                                          ----------------------------
                                                Gary Fuchs, CEO


                                        Smith & Co. Surveying Services, Inc.


                                        By /s/ Gregory J. Smith
                                          ----------------------------
                                           Gregory J. Smith
                                           President


                                        Stockholders:

                                        /s/ Gregory J. Smith
                                        ------------------------------
                                               Gregory J. Smith

                                        /s/  Paul K. Chavez
                                        ------------------------------
                                                Paul K. Chavez



</TEXT>
</DOCUMENT>
