Consulting Agreement between Centra Industries, Inc. and DCD Consulting LLC (May 2, 2002)

Summary

Centra Industries, Inc. has engaged DCD Consulting LLC to serve as a business advisor for 22 months starting May 2, 2002. DCD Consulting will help identify management and board members, seek business opportunities and acquisitions, and provide strategic advice. Centra Industries will pay a $25,000 upfront fee and $25,000 monthly, plus reimburse expenses. Either party can terminate the agreement with 30 days' notice, but fees and indemnification provisions remain in effect. The agreement is governed by Arkansas law and includes mutual cooperation and indemnification terms.

EX-10.15 17 file016.txt CONSULTING AGREEMENT CENTRA INDUSTRIES, INC. TWO NORTH COLLEGE AVENUE FAYETTEVILLE, ARKANSAS 72701 May 2, 2002 DCD Consulting LLC 7125 McGuire Road Fayetteville, Arkansas 72701 Attention: Lisa A. Rodriguez Dear Ms. Rodriguez: We are pleased to set forth the terms of the retention of DCD Consulting LLC ("Consultant") by Centra Industries, Inc. (collectively with its affiliates, the "Company"). 1. Consultant will assist the Company as the Company's business advisor in connection with the following proposed activities: (a) assist the Company in the identification and selection of appropriate members of management, Board of Directors, and advisory board members; (b) assist the Company in seeking sources of business and acquiring companies to expand the scope of the Company's business; and (c) otherwise assist the Company with advancing its business objectives, including analyzing the Company's business and revenue models and capital structure, and identifying strategic partners. 2. In connection with Consultant's activities on the Company's behalf, Consultant will familiarize itself with the business, operations, properties, financial condition, and prospects of the Company. In connection with Consultant's role as business advisor, we would expect your services to include such additional advisory and related services as may be mutually agreed upon by Consultant and the Company. The retention by the Company of Consultant as heretofore described shall be for a period of 22 months commencing May 2, 2002. 3. In connection with Consultant's activities on the Company's behalf, the Company will cooperate with Consultant and will furnish Consultant with all information and data concerning the Company (the "Information") which Consultant deems appropriate and will provide Consultant with access to the Company's officers, directors, employees, independent accountants, and legal counsel. The Company acknowledges and agrees that, in rendering its services hereunder, Consultant will be using and relying on the Information without independent verification thereof by Consultant or independent appraisal by Consultant of any of the Company's assets. Consultant does not assume responsibility for any information regarding the PAGE 2 Company. Any advice rendered by Consultant pursuant to this Agreement may not be disclosed publicly without our prior written consent. 4. In consideration of our services pursuant to this Agreement, Consultant shall be entitled to receive, and the Company agrees to pay Consultant, the following compensation: (a) A consulting fee of $25,000 upon the execution of this letter and $25,000 per month for a period of 22 months. Such consulting fee shall be payable commencing on the date hereof and on the first day of each calendar month after the date hereof during such period. (b) In addition to the fees described in Paragraph 4 above, the Company agrees to promptly reimburse Consultant for expenses incurred in connection with its retention hereunder when incurred or promptly thereafter. 5. The Company agrees to indemnify Consultant in accordance with the indemnification provisions (the "Indemnification Provisions") attached to this Agreement as Annex A, which Indemnification Provisions are incorporated herein and made a part hereof. 6. Either party may terminate this Agreement at any time upon 30 days' prior written notice, without liability or continuing obligation, except as set forth in the following sentence. Neither termination of this Agreement nor completion of the assignment contemplated hereby shall affect: (i) any compensation earned by Consultant up to the date of termination or completion, as the case may be, including the entirety of the consulting fees referenced in Paragraph 4(a) hereof; (ii) the reimbursement of expenses incurred by Consultant up to the date of termination or completion, as the case may be and (iii) the Indemnification Provisions attached as Annex A hereto which are incorporated herein, all of which shall remain operative and in full force and effect. 7. The validity and interpretation of this Agreement shall be governed by the laws of the State of Arkansas applicable to agreements made and to be fully performed therein. The Company and Consultant each hereby irrevocably submits to the jurisdiction of any court of the federal and state courts in the State of Arkansas for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby, which is brought by or against the Company or the Consultant and (i) hereby irrevocably agrees that all claims in respect of any such suit, action, or proceeding may be heard and determined in any such court and (ii) to the extent that the Company or the Consultant has acquired, or hereafter may acquire, any immunity from jurisdiction of any such court or from any legal process therein, the Company and the Consultant each hereby waives, to the fullest extent permitted by law, such immunity. The Company and the Consultant each hereby waives, and agrees not to assert in any such suit, action, or proceeding, in each case, to the fullest extent permitted by applicable law, any claim that (a) the Company or the Consultant is not personally subject to the jurisdiction of any such court, (b) the Company or the Consultant is immune from PAGE 3 any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution, or otherwise) with respect to the Company's or the Consultant's property or (c) any such suit, action, or proceeding is brought in an inconvenient forum. 8. The benefits of this Agreement shall inure to the respective successors and assigns of the parties hereto and of the indemnified parties hereunder and their successors and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns. 9. For the convenience of the parties hereto, any number of counterparts of this Agreement may be executed by the parties hereto. Each such counterpart shall be, and shall be deemed to be, an original instrument, but all such counterparts taken together shall constitute one and the same Agreement. This Agreement may not be modified or amended except in writing signed by the parties hereto. If the foregoing correctly sets forth our Agreement, please sign the enclosed copy of this letter in the space provided and return it to us. Very truly yours, Centra Industries, Inc. By: /s/ Larry C. Garriott ------------------------------ Name: Larry C. Garriott Title: Chairman Confirmed and Agreed to: this 2 day of May, 2002 DCD Consulting LLC By: /s/ Lisa A. Rodriguez --------------------------- Name: Lisa A. Rodriguez Title: President PAGE 4 ANNEX A INDEMNIFICATION PROVISIONS The Company (as such term is defined in the Agreement (as such term is defined below)) agrees to indemnify and hold harmless Consultant against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses, and disbursements (and any and all actions, suits, proceedings, and investigations in respect thereof and any and all legal and other costs, expenses, and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation the costs, expenses, and disbursements, as and when incurred, of investigating, preparing, or defending any such action, suit, proceeding, or investigation (whether or not in connection with litigation in which Consultant is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with Consultant's acting for the Company, including, without limitation, any act or omission by Consultant in connection with its acceptance of or the performance or non-performance of its obligations under the letter agreement dated May 2, 2002, between Consultant and the Company, as it may be amended from time to time (the "Agreement"); provided, however, such indemnity agreement shall not apply to any portion of any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense, or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the willful misconduct of Consultant. The Company also agrees that Consultant shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Consultant except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from Consultant's willful misconduct. These Indemnification Provisions shall be in addition to any liability which the Company may otherwise have to Consultant or the persons indemnified below in this sentence and shall extend to the following: Consultant, its affiliated entities, directors, officers, employees, legal counsel, agents, and controlling persons (within the meaning of the federal securities laws). All references to Consultant in these Indemnification Provisions shall be understood to include any and all of the foregoing. PAGE 5 If any action, suit, proceeding, or investigation is commenced, as to which Consultant proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by Consultant to notify the Company shall not relieve the Company from its obligations hereunder. Consultant shall have the right to retain counsel of its own choice to represent it, and the Company shall pay the fees, expenses, and disbursements of such counsel; and such counsel shall, to extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against Consultant made with the Company's written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of Consultant, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise, or consent includes, as an unconditional term thereof, the giving by the claimant to Consultant of an unconditional release from all liability in respect of such claim. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these Indemnification Provisions is made, but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company, on the one hand, and Consultant, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses, and disbursements to which the indemnified persons may be subject in accordance with the relative benefits received by the Company, on the one hand, and Consultant, on the other hand, and also the relative fault of the Company, on the one hand, and Consultant on the other hand, in connection with the statements, acts, or omissions which resulted in such losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses, or disbursements and the relevant equitable considerations shall also be considered. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation. Notwithstanding the foregoing, Consultant shall not be obligated to contribute any amount hereunder that exceeds the amount of fees previously received by Stamford pursuant to the Agreement. Neither termination nor completion of the engagement of Consultant referred to above shall affect these Indemnification Provisions which shall then remain operative and in full force and effect.