RAKO CAPITAL CORP
CENTRA INDUSTRIES, INC. 2002 STOCK OPTION PLAN
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<FILENAME>file013.txt
<DESCRIPTION>CENTRA INDUSTRIES, INC. 2002 STOCK OPTION PLAN
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                             CENTRA INDUSTRIES, INC.
                             2002 STOCK OPTION PLAN


1.       Purpose.

         The purpose of the 2002 Stock Option Plan (the "Plan") of Centra
Industries, Inc., a Delaware corporation (the "Company"), is to attract and
retain employees (including officers), directors and independent contractors of
the Company, or any Subsidiary or Affiliate which now exists or hereafter is
organized or acquired, and to furnish additional incentives to such persons to
enhance the value of the Company over the long term by encouraging them to
acquire a proprietary interest in the Company.

2.       Definitions.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

                  (a)   "Affiliate" means any entity if, at the time of granting
of an Option, (i) the Company, directly, owns at least 20% of the combined
voting power of all classes of stock of such entity or at least 20% of the
ownership interests in such entity, or (ii) such entity, directly or indirectly,
owns at least 20% of the combined voting power of all classes of stock of the
Company.

                  (b)   "Beneficiary" means the person, persons, trust or trusts
which have been designated by an Optionee in his or her most recent written
beneficiary designation filed with the Company to receive the Optionee's rights
under the Plan upon the Optionee's death, or, if there is no such designation or
no such designated person survives the Optionee, then the person, persons, trust
or trusts entitled by will or applicable law to receive such rights or, if no
such person has such right, then the Optionee's executor or administrator.

                  (c)   "Board" means the Board of Directors of the Company.

                  (d)   "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

                  (e)   "Committee" means the committee, consisting of at least
two members of the Board, established by the Board to administer the Plan.

                  (f)   "Company" means Centra Industries, Inc., a Delaware
corporation, or any successor corporation.

                  (g)   "Fair Market Value" means, with respect to Stock or
other property, the fair market value of such Stock or other property determined
by such methods or procedures as shall be established from time to time by the
Board acting in its sole discretion and in good faith.

                  (h)   "ISO" means any Option intended to be and designated as
an incentive stock option within the meaning of Section 422 of the Code.

                  (i)   "NQSO" means any Option not designated as an ISO.


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                  (j)   "Option" means a right, granted to an Optionee under
Section 6(b) of the Plan, to purchase shares of Stock, subject to the terms and
conditions of this Plan. An Option may be either an ISO or an NQSO, provided
that ISOs may be granted only to employees of the Company or a Subsidiary.

                  (k)   "Optionee" means a person who, as an employee, director
or independent contractor of the Company, a Subsidiary or an Affiliate, has been
granted an Option.

                  (l)   "Plan" means this Centra Industries, Inc. 2002 Stock
Option Plan, as amended from time to time.

                  (m)   "Stock" means the common stock, par value $.00001 per
share, of the Company.

                  (n)   "Stock Option Agreement" means any written agreement,
contract, or other instrument or document evidencing an Option.

                  (o)   "Subsidiary" means any corporation in which the Company,
directly or indirectly, owns stock possessing 50% or more of the total combined
voting power of all classes of stock of such corporation.

                  (p)   "Ten Percent Shareholder" means a person or persons who
own, directly or indirectly, more than 10% of the total combined voting power of
all classes of stock of the Company or any of its Subsidiaries.

3.       Administration.

         The Plan shall be administered by the Committee which shall consist of
a committee of not less than two persons appointed by the Board. The Committee
shall have full power to construe and interpret the Plan, to establish rules for
its administration and to grant Options. The Committee may establish rules
setting forth terms and conditions for a specified group of Options. The
Committee may act by a majority of a quorum (a quorum being a majority of the
members of such Committee) present at a called meeting or by unanimous written
consent of all of its members. All actions taken and decisions made by the Board
or the Committee pursuant to the Plan shall be binding and conclusive on all
persons interested in the Plan.

4.       Eligibility.

         Options may be granted in the discretion of the Committee to employees
(including officers), directors and independent contractors of the Company and
its present or future Subsidiaries and Affiliates. In determining the persons to
whom Options shall be granted and the type of Options granted (including the
number of shares to be covered by such Options), the Committee shall take into
account such factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan.


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5.       Stock Subject to the Plan.

         The maximum number of shares of Stock reserved for the grant of Options
under the Plan shall be 500,000 shares of Stock, subject to adjustment as
provided herein. Such shares may, in whole or in part, be authorized but
unissued shares or shares that shall have been or may be reacquired by the
Company in private transactions or otherwise. The number of shares of Stock
available for issuance under the Plan shall be reduced by the number of shares
of Stock subject to outstanding Options. If any shares subject to an Option are
forfeited, canceled, exchanged or surrendered or if an Option otherwise
terminates or expires without a distribution of shares to the Optionee, the
shares of Stock with respect to such Option shall, to the extent of any such
forfeiture, cancellation, exchange, surrender, termination or expiration, again
be available for Options under the Plan. In no event shall any Optionee acquire,
pursuant to any awards of Options under this Plan, more than 20% of the
aggregate number of shares of Stock reserved for awards under the Plan.

         In the event that the Committee shall determine, in its sole
discretion, that any dividend or other distribution (whether in the form of
cash, Stock, or other property), recapitalization, stock split, reverse split,
any reorganization, merger, consolidation, spin-off, combination, repurchase,
share exchange, license arrangement, strategic alliance or other similar
corporate transaction or event, affects the Stock such that an adjustment is
appropriate in order to prevent dilution or enlargement of the rights of any
Optionees under the Plan, then the Committee shall make such equitable changes
or adjustments as it deems necessary or appropriate to any or all of (i) the
number and kind of shares of Stock which may thereafter be issued in connection
with Options, (ii) the number and kind of shares of Stock issued or issuable in
respect of outstanding Options, and (iii) the exercise price, grant price, or
purchase price relating to any Option; provided that, with respect to ISOs, such
adjustment shall be made in accordance with Section 424(h) of the Code.

6.       Specific Terms of Options.

                  (a)   General. Options may be granted at the discretion of the
Committee. The term of each Option shall be for such period as may be determined
by the Committee. The Committee may make rules relating to Options, and may
impose on any Option or the exercise thereof, at the date of grant or
thereafter, such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine.

                  (b)   Options. The Committee is authorized to grant Options to
Optionees on the following terms and conditions:

                        i)    Type of Option. The Stock Option Agreement
                  evidencing the grant of an Option under the Plan shall
                  designate the Option as an ISO (in the event its terms, and
                  the individual to whom it is granted, satisfy the requirements
                  for ISOs under the Code), or an NQSO.

                        ii)   Exercise Price. The exercise price per share of
                  Stock purchasable under an Option shall be determined by the
                  Committee; provided that, in the case of an ISO, (i) such
                  exercise price shall be not less than the Fair Market Value of
                  a share of Stock on the date of grant of such Option or such
                  other exercise price as may be required by the Code, (ii) if
                  the Optionee is a Ten Percent Shareholder, such exercise price
                  shall not be less than 110% of the Fair Market Value of a
                  share of Stock on the


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                  date of grant of such Option and in no event shall the
                  exercise price for the purchase of shares of Stock be less
                  than par value. Options shall be exercised by (i) giving
                  written notice thereof to the Company, and (ii) paying the
                  exercise price. In addition to any other method of payment
                  which may be acceptable to the Committee, payment may be
                  effected, either in whole or in part, by the surrender to
                  the Company of outstanding Stock. Any Stock so surrendered
                  shall be valued at the Fair Market Value on the date on
                  which such shares are surrendered.

                        iii)  Term and Exercisability of Options. The date on
                  which the Committee adopts a resolution expressly granting an
                  Option shall be considered the day on which such Option is
                  granted. Options shall be exercisable over the exercise period
                  (which shall not exceed ten years from the date of grant), at
                  such times and upon such conditions as the Committee may
                  determine, as reflected in the Stock Option Agreement. As a
                  condition to exercising any Option, the Optionee shall
                  exercise and deliver to the Company an agreement in
                  substantially the form of Exhibit A hereto or in such other
                  form as the Company may reasonably require.

                        iv)   Payment of Cash or Stock Upon Exercise. Upon
                  exercise of an Option, the Company may, in the sole discretion
                  of the Committee, either (A) issue to the Optionee the shares
                  of Stock subject to the Option, or (B) in lieu of issuing
                  Stock, pay to the Optionee in cash an amount equal to the
                  excess, if any, of the aggregate Fair Market Value of the
                  shares of Stock subject to such Option as of the close of the
                  fiscal year in which exercise occurs over the aggregate
                  exercise price of the shares of Stock purchasable under such
                  Option. Notwithstanding the foregoing, if at the time of
                  exercise of the Option, the Company has issued Stock in a
                  public offering it will no longer have the right to pay cash
                  to an Optionee in lieu of issuing Stock.

                        v)    Termination of Employment, etc. An Option may not
                  be exercised unless the Optionee is then in the employ or a
                  director of, or then maintains an independent contractor
                  relationship with, the Company or any Subsidiary or Affiliate
                  (or a company or a parent or subsidiary company of such
                  company issuing or assuming the Option in a transaction to
                  which Section 424(a) of the Code applies), and unless the
                  Optionee has continuously maintained any of such relationships
                  since the date of grant of the Option; provided that, the
                  Stock Option Agreement may contain provisions extending the
                  exercisability of Options, in the event of specified
                  terminations, to a date not later than the expiration date of
                  such Option. The Committee may establish a period during which
                  the Beneficiaries of an Optionee who died while an employee,
                  director or independent contractor of the Company or any
                  Subsidiary or Affiliate or during any extended period referred
                  to in the immediately preceding proviso may exercise those
                  Options which were exercisable on the date of the Optionee's
                  death; provided that no Option shall be exercisable after its
                  expiration date.

                        vi    Nontransferability. Options shall not be
                  transferable by an Optionee except by will or the laws of
                  descent and distribution and shall be exercisable during the
                  lifetime of an Optionee only by such Optionee.

                        vii)  Other Provisions. Options may be subject to such
                  other conditions as the Committee may prescribe in its
                  discretion.


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7.       General Provisions.

                  (a)   Fair Market Value of Common Stock. In determining the
Fair Market Value of the Stock for purposes of the Plan, the Board may rely on a
valuation report by an investment banking or valuation firm selected by the
Board. In the event the Stock becomes listed on any national stock exchange or
quoted on the NASDAQ national market quotations system, the Fair Market Value of
the Stock shall, as of any day, be the closing price for the immediately
preceding trading day.

                  (b)   Compliance with Legal and Exchange Requirements. The
Plan, the granting and exercising of Options thereunder, and the other
obligations of the Company under the Plan and any Stock Option Agreement, shall
be subject to all applicable federal and state laws, rules and regulations, and
to such approvals by any regulatory or governmental agency as may be required.
The Company, in its discretion, may postpone the issuance or delivery of Stock
under any Option until completion of such stock exchange listing or registration
or qualification of such Stock, or other required action under any state,
federal or foreign law, rule or regulation as the Company may consider
appropriate, and may require any Optionee to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of Stock in compliance with applicable laws, rules and
regulations.

                  (c)   No Right to Continued Employment, etc. Nothing in the
Plan or in any Option granted or Stock Option Agreement entered into pursuant to
the Plan shall confer upon any Optionee the right to continue in the employ of,
or to continue as a director of or an independent contractor to, the Company,
any Subsidiary or any Affiliate, as the case may be, or to be entitled to any
remuneration or benefits not set forth in the Plan or such Stock Option
Agreement, or to interfere with or limit in any way the right of the Company or
any such Subsidiary or Affiliate to terminate such Optionee's employment,
directorship or independent contractor relationship.

                  (d)   Taxes. The Company or any Subsidiary or Affiliate is
authorized to withhold from any Option granted, any payment relating to an
Option under the Plan (including from a distribution of Stock), or any other
payment to an Optionee, amounts of withholding and other taxes due in connection
with any transaction involving an Option, and to take such other action as the
Committee may deem advisable to enable the Company and an Optionee to satisfy
obligations for the payment of withholding taxes and other tax obligations
relating to any Option. This authority shall include authority to withhold or
receive Stock or other property and to make cash payments in respect thereof in
satisfaction of an Optionee's tax obligations.

                  (e)   Amendment and Termination of the Plan. The Board may at
any time and from time to time alter, amend, suspend, or terminate the Plan in
whole or in part. Notwithstanding the foregoing, no amendment shall affect
adversely any of the rights of any Optionee, without such Optionee's consent,
under any Option theretofore granted under the Plan.

                  (f)   No Rights to Options; No Stockholder Rights. No person
shall have any claim to be granted any Option under the Plan, and there is no
obligation for uniformity of treatment of Optionees. Except as provided
specifically herein, an Optionee or a transferee of an Option shall have no
rights as a stockholder with respect to any shares covered by the Option until
the date of the issuance of a stock certificate to such Optionee for such
shares.


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                  (g)   Unfunded Status of Options. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. Nothing
contained in the Plan or any Option shall give any such Optionee any rights that
are greater than those of a general creditor of the Company.

                  (h)   Governing Law. The Plan and all determinations made and
actions taken pursuant hereto shall be governed by the laws of the State of
Delaware without giving effect to the conflict of laws principles thereof.

                  (i)   Effective Date; Plan Termination. (i) The Plan shall
take effect upon its adoption by the Board (the "Effective Date"), but the Plan
(and any grants of Options made prior to the stockholder approval mentioned
herein), shall be subject to the approval of the holder(s) of a majority of the
issued and outstanding shares of voting securities of the Company entitled to
vote, which approval must occur within twelve months of the date the Plan is
adopted by the Board. In the absence of such approval, such Options shall be
null and void.

                  (j)   The Board may terminate the Plan at any time with
respect to any shares of Stock that are not subject to Options. Unless
terminated earlier by the Board, the Plan shall terminate ten years after the
Effective Date and no Options shall be granted under the Plan after such date.
Termination of the Plan under this Section 7(j) will not affect the rights and
obligations of any Optionee with respect to Options granted prior to
termination.



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