EXHIBIT 10.5


                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS  AGREEMENT (this "AGREEMENT"), dated as of January 31,
2002,  by  and  among  MarketCentral.net  Corp.,  a  Texas corporation, with its
headquarters  located  at  6401  South  Boston  Street,  Villa  Q205, Englewood,
Colorado  80111  (the  "COMPANY"),  and  each  of the undersigned (together with
their  respective  affiliates  and  any  assignee  or transferee of all of their
respective  rights  hereunder,  the  "INITIAL  INVESTORS").

WHEREAS:

A.     In  connection  with  the  Securities Purchase Agreement by and among the
parties  hereto of even date herewith (the "SECURITIES PURCHASE AGREEMENT"), the
Company  has  agreed,  upon  the  terms  and subject to the conditions contained
therein,  to  issue and sell to the Initial Investors (i) convertible debentures
in  the  aggregate  principal  amount  of  up  to  Five Hundred Thousand Dollars
($500,000)  (the "DEBENTURES") that are convertible into shares of the Company's
common stock (the "COMMON STOCK"), upon the terms and subject to the limitations
     and  conditions  set  forth  in  such  Debentures  and  (ii)  warrants (the
"WARRANTS")  to  acquire  an aggregate of 1,000,000 shares of Common Stock, upon
the terms and conditions and subject to the limitations and conditions set forth
in  the  Warrants  dated  January  31,  2002;  and

B.     To  induce  the  Initial  Investors to execute and deliver the Securities
Purchase  Agreement,  the  Company  has  agreed  to provide certain registration
rights  under  the  Securities  Act  of  1933,  as  amended,  and  the rules and
regulations  thereunder,  or  any  similar  successor statute (collectively, the
"1933  ACT"),  and  applicable  state  securities  laws;


     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the  Company and each of the
Initial  Investors  hereby  agree  as  follows:

1.     DEFINITIONS.
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A.     As  used  in this Agreement, the following terms shall have the following
meanings:

(I)     "INVESTORS"  means  the Initial Investors and any transferee or assignee
who  agrees  to  become  bound by the provisions of this Agreement in accordance
with  Section  9  hereof.
(II)     "REGISTER,"  "REGISTERED,"  and  "REGISTRATION" refer to a registration
effected  by  preparing  and  filing  a  Registration Statement or Statements in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor  rule  providing  for offering securities on a continuous basis ("RULE
415"),  and  the  declaration  or ordering of effectiveness of such Registration
Statement  by  the United States Securities and Exchange Commission (the "SEC").
(III)     "REGISTRABLE  SECURITIES"  means  the  Conversion  Shares  issued  or
issuable  upon conversion or otherwise pursuant to the Debentures and Additional
Debentures  (as defined in the Securities Purchase Agreement) including, without
limitation,  Damages  Shares  (as  defined in the Debentures) issued or issuable
pursuant to the Debentures, shares of Common Stock issued or issuable in payment
of the Standard Liquidated Damages Amount (as defined in the Securities Purchase
Agreement), shares issued or issuable in respect of interest or in redemption of
the  Debentures  in  accordance  with  the  terms  thereof)  and  Warrant Shares
issuable,  upon  exercise  or  otherwise pursuant to the Warrants and Additional
Warrants  (as  defined  in the Securities Purchase Agreement), and any shares of
capital  stock  issued  or  issuable  as  a  dividend  on  or in exchange for or
otherwise  with  respect  to  any  of  the  foregoing.
(IV)     "REGISTRATION  STATEMENT" means a registration statement of the Company
under  the  1933  Act.

B.     Capitalized terms used herein and not otherwise defined herein shall have
the  respective  meanings set forth in the Securities Purchase Agreement or
Convertible  Debenture.

2.     REGISTRATION.
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A.     MANDATORY  REGISTRATION.  The  Company shall prepare, and, on or prior to
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forty-five  (45)  days  from  the  date of Closing (as defined in the Securities
Purchase  Agreement)  (the  "FILING  DATE"),  file  with  the SEC a Registration
Statement  on  Form  S-3 (or, if Form S-3 is not then available, on such form of
Registration  Statement  as  is  then  available to effect a registration of the
Registrable  Securities,  subject to the consent of the Initial Investors, which
consent  will  not  be  unreasonably  withheld)  covering  the  resale  of  the
Registrable Securities underlying the Debentures and Warrants issued or issuable
pursuant  to  the  Securities  Purchase  Agreement,  which  Registration
Statement,  to  the  extent  allowable  under  the  1933  Act  and the rules and
regulations  promulgated  thereunder (including Rule 416), shall state that such
Registration  Statement  also  covers  such  indeterminate  number of additional
shares  of  Common  Stock as may become issuable upon conversion of or otherwise
pursuant  to  the  Debentures  and  exercise of the Warrants to prevent dilution
resulting  from  stock  splits,  stock  dividends  or similar transactions.  The
number  of  shares  of  Common  Stock  initially  included  in such Registration
Statement  shall be no less than an amount equal to two (2) times the sum of the
number  of  Conversion  Shares  that  are  then  issuable upon conversion of the
Debentures  and Additional Debentures (based on the Variable Conversion Price as
would  then  be  in  effect  and  assuming  the Variable Conversion Price is the
Conversion  Price  at such time), and the number of Warrant Shares that are then
issuable  upon exercise of the Warrants, without regard to any limitation on the
Investor's  ability  to  convert  the  Debentures or exercise the Warrants.  The
Company  acknowledges  that  the  number  of  shares  initially  included in the
Registration Statement represents a good faith estimate of the maximum number of
shares  issuable  upon  conversion  of  the  Debentures and upon exercise of the
Warrants.

B.     UNDERWRITTEN  OFFERING.  If  any  offering  pursuant  to  a  Registration
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Statement pursuant to Section 2(a) hereof involves an underwritten offering, the
Investors  who hold a majority in interest of the Registrable Securities subject
to such underwritten offering, with the consent of a majority-in-interest of the
Initial  Investors,  shall  have  the  right  to select one legal counsel and an
investment banker or bankers and manager or managers to administer the offering,
which  investment  banker  or bankers or manager or managers shall be reasonably
satisfactory  to  the  Company.

C.     PAYMENTS  BY  THE  COMPANY.  The  Company  shall  use its best efforts to
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obtain  effectiveness  of the Registration Statement as soon as practicable.  If
(i)  the  Registration Statement(s) covering the Registrable Securities required
to  be  filed by the Company pursuant to Section 2(a) hereof is not filed by the
Filing  Date  or  declared  effective  by the SEC on or prior to one hundred ten
(110)  days  from  the date of Closing, or (ii) after the Registration Statement
has  been  declared  effective  by  the  SEC,  sales  of  all of the Registrable
Securities  cannot  be made pursuant to the Registration Statement, or (iii) the
Common  Stock  is  not  listed  or included for quotation on the Nasdaq National
Market  ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York
Stock  Exchange  (the  "NYSE") or the American Stock Exchange (the "AMEX") after
being so listed or included for quotation, or (iv) the Common Stock ceases to be
traded  on  the  Over-the-Counter  Bulletin  Board (the "OTC BB") prior to being
listed  or included for quotation on one of the aforementioned markets, then the
Company will make payments to the Investors in such amounts and at such times as
shall  be  determined  pursuant  to  this Section 2(c) as partial relief for the
damages  to  the  Investors by reason of any such delay in or reduction of their
ability  to sell the Registrable Securities (which remedy shall not be exclusive
of  any other remedies available at law or in equity).  The Company shall pay to
each  holder  of the Debentures or Registrable Securities an amount equal to the
then outstanding principal amount of the Debentures (and, in the case of holders
of  Registrable  Securities,  the principal amount of Debentures from which such
Registrable  Securities  were  converted)  ("OUTSTANDING  PRINCIPAL  AMOUNT"),
multiplied by the Applicable Percentage (as defined below) times the sum of: (i)
the  number of months (prorated for partial months) after the Filing Date or the
end of the aforementioned one hundred ten (110) day period and prior to the date
the  Registration Statement is declared effective by the SEC, provided, however,
that  there  shall  be  excluded  from  such  period any delays which are solely
attributable  to changes required by the Investors in the Registration Statement
with  respect  to  information  relating  to  the  Investors, including, without
limitation,  changes  to  the  plan  of  distribution,  or to the failure of the
Investors  to  conduct  their  review  of the Registration Statement pursuant to
Section  3(h)  below  in  a  reasonably prompt manner; (ii) the number of months
(prorated  for  partial  months) that sales of all of the Registrable Securities
cannot  be  made  pursuant  to the Registration Statement after the Registration
Statement has been declared effective (including, without limitation, when sales
cannot  be  made  by  reason  of the Company's failure to properly supplement or
amend  the  prospectus  included  therein  in  accordance with the terms of this
Agreement, but excluding any days during an Allowed Delay (as defined in Section
3(f));  and  (iii)  the  number of months (prorated for partial months) that the
Common  Stock  is  not  listed  or included for quotation on the OTC BB, Nasdaq,
Nasdaq  SmallCap,  NYSE  or  AMEX  or  that  trading thereon is halted after the
Registration  Statement  has  been  declared  effective.  The  term  "APPLICABLE
PERCENTAGE"  means  two  hundredths  (.02).  (For  example,  if the Registration
Statement  becomes  effective  one  (1)  month  after the end of such thirty-day
period,  the Company would pay $5,000 for each $250,000 of Outstanding Principal
Amount.  If  thereafter,  sales  could  not be made pursuant to the Registration
Statement  for  an  additional period of one (1) month, the Company would pay an
additional  $5,000  for  each  $250,000 of Outstanding Principal Amount.)   Such
amounts shall be paid in cash or, at each Investor's option, in shares of Common
Stock  priced  at  the  Conversion  Price (as defined in the Debentures) on such
payment  date.

D.     PIGGY-BACK  REGISTRATIONS.  Subject  to the last sentence of this Section
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2(d),  if  at  any  time  prior to the expiration of the Registration Period (as
hereinafter  defined)  the  Company  shall  determine  to  file  with  the SEC a
Registration  Statement  relating  to  an  offering  for  its own account or the
account of others under the 1933 Act of any of its equity securities (other than
on  Form S-4 or Form S-8 or their then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or business
or  equity securities issuable in connection with stock option or other employee
benefit  plans),  the  Company  shall  send  to each Investor who is entitled to
registration rights under this Section 2(d) written notice of such determination
and,  if  within fifteen (15) days after the effective date of such notice, such
Investor  shall  so  request  in  writing,  the  Company  shall  include in such
Registration  Statement  all  or  any  part  of  the Registrable Securities such
Investor  requests  to  be  registered,  except  that if, in connection with any
underwritten  public  offering  for  the  account  of  the  Company the managing
underwriter(s)  thereof  shall  impose  a  limitation on the number of shares of
Common  Stock  which  may  be included in the Registration Statement because, in
such  underwriter(s)'  judgment,  marketing  or  other  factors  dictate  such
limitation  is  necessary  to  facilitate  public distribution, then the Company
shall  be  obligated to include in such Registration Statement only such limited
portion  of  the  Registrable Securities with respect to which such Investor has
requested  inclusion hereunder as the underwriter shall permit. Any exclusion of
Registrable  Securities  shall  be  made pro rata among the Investors seeking to
include  Registrable  Securities  in  proportion  to  the  number of Registrable
Securities  sought to be included by such Investors; provided, however, that the
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Company  shall  not  exclude  any  Registrable Securities unless the Company has
first excluded all outstanding securities, the holders of which are not entitled
to  inclusion  of  such  securities  in  such  Registration Statement or are not
entitled  to  pro  rata inclusion with the Registrable Securities; and provided,
                                                                       --------
further,  however,  that,  after  giving  effect  to  the  immediately preceding
  -----   -------
proviso,  any  exclusion  of  Registrable Securities shall be made pro rata with
holders  of  other securities having the right to include such securities in the
Registration Statement other than holders of securities entitled to inclusion of
their securities in such Registration Statement by reason of demand registration
rights.  No  right  to registration of Registrable Securities under this Section
2(d)  shall  be  construed to limit any registration required under Section 2(a)
hereof.  If  an  offering  in  connection  with which an Investor is entitled to
registration  under  this  Section  2(d)  is an underwritten offering, then each
Investor  whose  Registrable  Securities  are  included  in  such  Registration
Statement  shall,  unless  otherwise  agreed by the Company, offer and sell such
Registrable Securities in an underwritten offering using the same underwriter or
underwriters and, subject to the provisions of this Agreement, on the same terms
and  conditions  as  other  shares of Common Stock included in such underwritten
offering.  Notwithstanding  anything  to  the  contrary  set  forth  herein, the
registration rights of the Investors pursuant to this Section 2(d) shall only be
available in the event the Company fails to timely file, obtain effectiveness or
maintain  effectiveness  of  any  Registration Statement to be filed pursuant to
Section  2(a)  in  accordance  with  the  terms  of  this  Agreement.

E.     ELIGIBILITY  FOR  FORM  S-3,  SB-2  OR  S-1: CONVERSION TO FORM S-3.  The
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Company  represents  and  warrants that it meets the requirements for the use of
Form  S-3, SB-2 or S-1 for registration of the sale by the Initial Investors and
any  other Investors of the Registrable Securities.   The Company agrees to file
all  reports required to be filed by the Company with the SEC in a timely manner
so  as to remain eligible or become eligible, as the case may be, and thereafter
to  maintain  its  eligibility,  for the use of Form S-3.  If the Company is not
currently  eligible to use Form S-3, not later than five (5) business days after
the  Company  first  meets  the  registration  eligibility  and  transaction
requirements for the use of Form S-3 (or any successor form) for registration of
the  offer  and  sale  by  the  Initial  Investors  and  any  other Investors of
Registrable  Securities, the Company shall file a Registration Statement on Form
S-3  (or such successor form) with respect to the Registrable Securities covered
by the Registration Statement on Form SB-2 or Form S-1, whichever is applicable,
filed  pursuant  to  Section 2(a) (and include in such Registration Statement on
Form S-3 the information required by Rule 429 under the 1933 Act) or convert the
Registration  Statement on Form SB-2 or Form S-1, whichever is applicable, filed
pursuant  to  Section 2(a) to a Form S-3 pursuant to Rule 429 under the 1933 Act
and  cause  such  Registration  Statement  (or  such  amendment)  to be declared
effective  no  later  than forty-five (45) days after filing.  In the event of a
breach  by  the Company of the provisions of this Section 2(e), the Company will
be  required  to  make  payments  pursuant  to  Section  2(c)  hereof.

3.     OBLIGATIONS  OF  THE  COMPANY.
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     In  connection  with  the  registration  of the Registrable Securities, the
Company  shall  have  the  following  obligations:

A.     The  Company shall prepare promptly, and file with the SEC not later than
the  Filing  Date,  a  Registration  Statement  with  respect  to  the number of
Registrable  Securities  provided  in  Section 2(a), and thereafter use its best
efforts  to cause such Registration Statement relating to Registrable Securities
to  become effective as soon as possible after such filing but in no event later
than  one  hundred  ten  (110)  days  from  the  date  of Closing), and keep the
Registration  Statement  effective  pursuant to Rule 415 at all times until such
date  as  is  the  earlier  of  (i)  the  date  on  which all of the Registrable
Securities  have been sold and (ii) the date on which the Registrable Securities
(in  the opinion of counsel to the Initial Investors) may be immediately sold to
the  public without registration or restriction (including without limitation as
to  volume  by  each  holder  thereof)  under  the  1933  Act (the "REGISTRATION
PERIOD"),  which Registration Statement (including any amendments or supplements
thereto  and  prospectuses  contained  therein)  shall  not  contain  any untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated  therein,  or  necessary  to  make the statements therein not misleading.

B.     The  Company  shall  prepare  and  file  with  the  SEC  such  amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statements  and  the  prospectus  used  in  connection  with  the  Registration
Statements  as may be necessary to keep the Registration Statements effective at
all  times  during the Registration Period, and, during such period, comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities  of  the  Company covered by the Registration Statements
until  such  time as all of such Registrable Securities have been disposed of in
accordance  with  the  intended  methods of disposition by the seller or sellers
thereof as set forth in the Registration Statements.  In the event the number of
shares available under a Registration Statement filed pursuant to this Agreement
is  insufficient  to  cover all of the Registrable Securities issued or issuable
upon  conversion  of  the  Debentures  and exercise of the Warrants, the Company
shall amend the Registration Statement, or file a new Registration Statement (on
the  short form available therefore, if applicable), or both, so as to cover all
of  the Registrable Securities, in each case, as soon as practicable, but in any
event within fifteen (15) days after the necessity therefor arises (based on the
market price of the Common Stock and other relevant factors on which the Company
reasonably  elects  to  rely).  The  Company shall use its best efforts to cause
such  amendment and/or new Registration Statement to become effective as soon as
practicable  following  the  filing  thereof, but in any event within forty-five
(45)  days  after  the date on which the Company reasonably first determines (or
reasonably should have determined) the need therefor.  The provisions of Section
2(c)  above  shall  be  applicable with respect to such obligation, with the one
hundred  ten  (110)  days  running  from  the  day  the Company reasonably first
determines  (or  reasonably  should  have  determined)  the  need  therefor.

C.     The  Company  shall furnish to each Investor whose Registrable Securities
are included in a Registration Statement and its legal counsel (i) promptly (but
in  no  event  more  than  two (2) business days) after the same is prepared and
publicly  distributed,  filed with the SEC, or received by the Company, one copy
of  each  Registration  Statement  and  any  amendment thereto, each preliminary
prospectus  and prospectus and each amendment or supplement thereto, and, in the
case  of  the  Registration  Statement  referred to in Section 2(a), each letter
written  by  or on behalf of the Company to the SEC or the staff of the SEC, and
each  item  of correspondence from the SEC or the staff of the SEC, in each case
relating  to  such Registration Statement (other than any portion of any thereof
which  contains  information  for  which  the  Company  has  sought confidential
treatment),  and (ii) promptly (but in no event more than two (2) business days)
after  the  Registration Statement is declared effective by the SEC, such number
of  copies  of  a  prospectus,  including  a  preliminary  prospectus,  and  all
amendments and supplements thereto and such other documents as such Investor may
reasonably  request  in  order  to facilitate the disposition of the Registrable
Securities  owned  by  such  Investor.  The Company will immediately notify each
Investor by facsimile of the effectiveness of each Registration Statement or any
post-effective  amendment.  The Company will promptly (but in no event more than
two  (2)  business  days)  respond to any and all comments received from the SEC
(which comments shall promptly be made available to the Investors upon request),
with a view towards causing each Registration Statement or any amendment thereto
to  be declared effective by the SEC as soon as practicable, shall promptly file
an  acceleration  request  as soon as practicable (but in no event more than two
(2) business days) following the resolution or clearance of all SEC comments or,
if  applicable,  following  notification  by  the SEC that any such Registration
Statement  or  any  amendment  thereto  will  not be subject to review and shall
promptly  file with the SEC a final prospectus as soon as practicable (but in no
event more than two (2) business days) following receipt by the Company from the
SEC of an order declaring the Registration Statement effective.  In the event of
a breach by the Company of the provisions of this Section 3(c), the Company will
be  required  to  make  payments  pursuant  to  Section  2(c)  hereof.

D.     The  Company shall use reasonable efforts to (i) register and qualify the
Registrable  Securities  covered by the Registration Statements under such other
securities  or "blue sky" laws of such jurisdictions in the United States as the
Investors  who  hold  a majority in interest of the Registrable Securities being
offered  reasonably  request,  (ii) prepare and file in those jurisdictions such
amendments  (including  post-effective  amendments)  and  supplements  to  such
registrations  and  qualifications  as  may  be  necessary  to  maintain  the
effectiveness  thereof  during  the  Registration  Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect  at  all  times  during  the Registration Period, and (iv) take all other
actions  reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
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required  in connection therewith or as a condition thereto to (a) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but  for  this  Section 3(d), (b) subject itself to general taxation in any such
jurisdiction,  (c)  file  a  general  consent  to service of process in any such
jurisdiction,  (d) provide any undertakings that cause the Company undue expense
or  burden,  or (e) make any change in its charter or bylaws, which in each case
the  Board  of  Directors  of  the Company determines to be contrary to the best
interests  of  the  Company  and  its  stockholders.

E.     In the event Investors who hold a majority-in-interest of the Registrable
Securities  being  offered  in  the  offering  (with  the  approval  of  a
majority-in-interest  of  the  Initial  Investors)  select  underwriters for the
offering,  the  Company  shall  enter  into and perform its obligations under an
underwriting  agreement,  in  usual  and  customary  form,  including,  without
limitation,  customary  indemnification  and  contribution obligations, with the
underwriters  of  such  offering.

F.     As  promptly  as  practicable  after  becoming  aware  of such event, the
Company  shall  notify each Investor of the happening of any event, of which the
Company  has  knowledge,  as  a  result  of which the prospectus included in any
Registration  Statement,  as  then  in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or  necessary  to  make  the statements therein not misleading, and use its best
efforts  promptly  to  prepare  a  supplement  or  amendment to any Registration
Statement  to correct such untrue statement or omission, and deliver such number
of  copies of such supplement or amendment to each Investor as such Investor may
reasonably  request;  provided  that,  for not more than thirty (30) consecutive
trading  days  (or  a total of not more than forty-five (45) trading days in any
twelve  (12)  month  period),  the  Company may delay the disclosure of material
non-public  information  concerning  the  Company  (as  well  as  prospectus  or
Registration  Statement updating) the disclosure of which at the time is not, in
the  good faith opinion of the Company, in the best interests of the Company (an
"ALLOWED  DELAY"); provided, further, that the Company shall promptly (i) notify
the Investors in writing of the existence of (but in no event, without the prior
written  consent of an Investor, shall the Company disclose to such investor any
of  the facts or circumstances regarding) material non-public information giving
rise  to  an Allowed Delay and (ii) advise the Investors in writing to cease all
sales under such Registration Statement until the end of the Allowed Delay. Upon
expiration  of  the Allowed Delay, the Company shall again be bound by the first
sentence  of  this  Section  3(f)  with  respect  to the information giving rise
thereto.

G.     The  Company  shall  use  its best efforts to prevent the issuance of any
stop  order  or other suspension of effectiveness of any Registration Statement,
and,  if  such an order is issued, to obtain the withdrawal of such order at the
earliest  possible  moment  and  to  notify  each Investor who holds Registrable
Securities  being  sold  (or,  in  the  event  of  an underwritten offering, the
managing underwriters) of the issuance of such order and the resolution thereof.

H.     The  Company  shall  permit  a  single  firm of counsel designated by the
Initial  Investors  to review such Registration Statement and all amendments and
supplements  thereto  (as well as all requests for acceleration or effectiveness
thereof) a reasonable period of time prior to their filing with the SEC, and not
file  any  document  in a form to which such counsel reasonably objects and will
not  request acceleration of such Registration Statement without prior notice to
such  counsel.  The sections of such Registration Statement covering information
with respect to the Investors, the Investor's beneficial ownership of securities
of  the  Company  or the Investors intended method of disposition of Registrable
Securities  shall  conform to the information provided to the Company by each of
the  Investors.

I.     The  Company  shall  make  generally available to its security holders as
soon  as practicable, but not later than ninety (90) days after the close of the
period  covered  thereby,  an  earnings  statement  (in  form complying with the
provisions  of  Rule  158  under  the  1933  Act) covering a twelve-month period
beginning  not  later  than  the  first day of the Company's fiscal quarter next
following  the  effective  date  of  the  Registration  Statement.

J.     At  the  request  of any Investor, the Company shall furnish, on the date
that Registrable Securities are delivered to an underwriter, if any, for sale in
connection  with any Registration Statement or, if such securities are not being
sold  by  an  underwriter,  on the date of effectiveness thereof (i) an opinion,
dated  as  of  such  date, from counsel representing the Company for purposes of
such  Registration  Statement,  in  form,  scope and substance as is customarily
given in an underwritten public offering, addressed to the underwriters, if any,
and  the  Investors  and  (ii)  a  letter,  dated  such date, from the Company's
independent certified public accountants in form and substance as is customarily
given  by  independent  certified  public  accountants  to  underwriters  in  an
underwritten  public  offering,  addressed  to the underwriters, if any, and the
Investors.

K.     The Company shall make available for inspection by (i) any Investor, (ii)
any  underwriter  participating  in  any  disposition pursuant to a Registration
Statement,  (iii)  one  firm  of  attorneys and one firm of accountants or other
agents  retained  by  the  Initial Investors, (iv) one firm of attorneys and one
firm of accountants or other agents retained by all other Investors, and (v) one
firm  of  attorneys  retained  by  all  such  underwriters  (collectively,  the
"INSPECTORS") all pertinent financial and other records, and pertinent corporate
documents  and  properties of the Company, including without limitation, records
of  conversions by other holders of convertible securities issued by the Company
and  the  issuance  of  stock  to  such  holders  pursuant  to  the  conversions
(collectively,  the  "RECORDS"), as shall be reasonably deemed necessary by each
Inspector to enable each Inspector to exercise its due diligence responsibility,
and  cause  the  Company's  officers,  directors  and  employees  to  supply all
information  which any Inspector may reasonably request for purposes of such due
diligence;  provided,  however, that each Inspector shall hold in confidence and
            --------   -------
shall  not  make  any  disclosure (except to an Investor) of any Record or other
information  which  the Company determines in good faith to be confidential, and
of which determination the Inspectors are so notified, unless (a) the disclosure
of  such  Records is necessary to avoid or correct a misstatement or omission in
any  Registration Statement, (b) the release of such Records is ordered pursuant
to  a  subpoena  or  other  order  from  a court or government body of competent
jurisdiction,  or  (c)  the  information in such Records has been made generally
available  to  the  public  other than by disclosure in violation of this or any
other agreement.  The Company shall not be required to disclose any confidential
information  in  such  Records  to any Inspector until and unless such Inspector
shall  have  entered  into  confidentiality  agreements  (in  form and substance
satisfactory  to  the  Company)  with  the  Company  with  respect  thereto,
substantially  in  the  form of this Section 3(k).  Each Investor agrees that it
shall,  upon learning that disclosure of such Records is sought in or by a court
or  governmental  body  of  competent  jurisdiction or through other means, give
prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate  action  to  prevent  disclosure of, or to obtain a protective order
for,  the  Records  deemed  confidential.  Nothing  herein  (or  in  any  other
confidentiality  agreement between the Company and any Investor) shall be deemed
to limit the Investor's ability to sell Registrable Securities in a manner which
is  otherwise  consistent  with  applicable  laws  and  regulations.

L.     The  Company  shall  hold  in  confidence  and not make any disclosure of
information concerning an Investor provided to the Company unless (i) disclosure
of  such  information  is  necessary  to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement  or  omission  in  any Registration Statement, (iii) the release of
such  information  is ordered pursuant to a subpoena or other order from a court
or  governmental  body  of  competent jurisdiction, or (iv) such information has
been  made  generally  available  to  the  public  other  than  by disclosure in
violation  of  this  or  any other agreement.  The Company agrees that it shall,
upon  learning  that  disclosure  of  such information concerning an Investor is
sought  in  or  by  a  court  or  governmental body of competent jurisdiction or
through  other  means,  give prompt notice to such Investor prior to making such
disclosure,  and  allow  the  Investor, at its expense, to undertake appropriate
action  to  prevent  disclosure  of,  or  to obtain a protective order for, such
information.

M.     The Company shall (i) cause all the Registrable Securities covered by the
Registration  Statement  to  be  listed  on each national securities exchange on
which  securities  of  the  same  class or series issued by the Company are then
listed,  if any, if the listing of such Registrable Securities is then permitted
under  the  rules  of such exchange, or (ii) to the extent the securities of the
same  class  or  series  are  not then listed on a national securities exchange,
secure  the designation and quotation, of all the Registrable Securities covered
by  the  Registration  Statement  on  Nasdaq  or, if not eligible for Nasdaq, on
Nasdaq SmallCap or, if not eligible for Nasdaq or Nasdaq SmallCap, on the OTC BB
and,  without  limiting the generality of the foregoing, to arrange for at least
two  market  makers  to  register  with  the  National Association of Securities
Dealers,  Inc.  ("NASD")  as  such  with respect to such Registrable Securities.

N.     The  Company shall provide a transfer agent and registrar, which may be a
single  entity, for the Registrable Securities not later than the effective date
of  the  Registration  Statement.

O.     The  Company  shall  cooperate  with  the  Investors who hold Registrable
Securities  being  offered and the managing underwriter or underwriters, if any,
to  facilitate  the timely preparation and delivery of certificates (not bearing
any  restrictive  legends)  representing  Registrable  Securities  to be offered
pursuant  to a Registration Statement and enable such certificates to be in such
denominations  or  amounts,  as  the case may be, as the managing underwriter or
underwriters,  if any, or the Investors may reasonably request and registered in
such names as the managing underwriter or underwriters, if any, or the Investors
may  request, and, within three (3) business days after a Registration Statement
which  includes  Registrable  Securities  is  ordered  effective by the SEC, the
Company  shall deliver, and shall cause legal counsel selected by the Company to
deliver,  to  the  transfer agent for the Registrable Securities (with copies to
the  Investors  whose  Registrable  Securities are included in such Registration
Statement)  an  instruction  in  the  form  attached  hereto as EXHIBIT 1 and an
opinion  of  such  counsel  in  the  form  attached  hereto  as  EXHIBIT  2.

P.     At  the  request  of  the  holders  of  a  majority-in-interest  of  the
Registrable  Securities,  the  Company  shall prepare and file with the SEC such
amendments  (including  post-effective  amendments)  and  supplements  to  a
Registration  Statement  and  any  prospectus  used  in  connection  with  the
Registration  Statement  as  may  be  necessary  in  order to change the plan of
distribution  set  forth  in  such  Registration  Statement.

Q.     From  and  after  the  date of this Agreement, the Company shall not, and
shall  not  agree  to,  allow  the  holders  of any securities of the Company to
include any of their securities in any Registration Statement under Section 2(a)
hereof  or any amendment or supplement thereto under Section 3(b) hereof without
the  consent  of  the  holders  of  a  majority-in-interest  of  the Registrable
Securities.

R.     The Company shall take all other reasonable actions necessary to expedite
and  facilitate  disposition by the Investors of Registrable Securities pursuant
to  a  Registration  Statement.


4.     OBLIGATIONS  OF  THE  INVESTORS.
       -------------------------------
     In  connection  with  the  registration  of the Registrable Securities, the
Investors  shall  have  the  following  obligations:

A.     It  shall  be  a condition precedent to the obligations of the Company to
complete  the  registration  pursuant  to  this  Agreement  with  respect to the
Registrable Securities of a particular Investor that such Investor shall furnish
     to  the  Company  such  information  regarding  itself,  the  Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of  such  Registrable  Securities and shall execute such documents in connection
with  such  registration  as the Company may reasonably request.  At least three
(3) business days prior to the first anticipated filing date of the Registration
Statement, the Company shall notify each Investor of the information the Company
requires  from  each  such  Investor.

B.     Each  Investor,  by  such  Investor's  acceptance  of  the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with  the  preparation  and  filing of the Registration
Statements  hereunder,  unless such Investor has notified the Company in writing
of  such  Investor's  election  to  exclude  all  of such Investor's Registrable
Securities  from  the  Registration  Statements.

C.     In  the event Investors holding a majority-in-interest of the Registrable
Securities  being  registered  (with  the  approval  of  the  Initial Investors)
determine  to  engage  the  services  of an underwriter, each Investor agrees to
enter  into  and  perform  such  Investor's  obligations  under  an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification  and  contribution obligations, with the managing underwriter of
such offering and take such other actions as are reasonably required in order to
expedite  or  facilitate  the  disposition of the Registrable Securities, unless
such Investor has notified the Company in writing of such Investor's election to
exclude  all  of  such  Investor's Registrable Securities from such Registration
Statement.

D.     Each Investor agrees that, upon receipt of any notice from the Company of
the  happening  of any event of the kind described in Section 3(f) or 3(g), such
Investor  will  immediately  discontinue  disposition  of Registrable Securities
pursuant  to  the  Registration  Statement  covering such Registrable Securities
until  such  Investor's  receipt  of  the  copies of the supplemented or amended
prospectus  contemplated  by  Section  3(f)  or  3(g) and, if so directed by the
Company,  such  Investor  shall  deliver  to  the Company (at the expense of the
Company)  or  destroy  (and deliver to the Company a certificate of destruction)
all  copies  in  such  Investor's  possession,  of  the prospectus covering such
Registrable  Securities  current  at  the  time  of  receipt  of  such  notice.

E.     No  Investor  may  participate in any underwritten registration hereunder
unless  such  Investor (i) agrees to sell such Investor's Registrable Securities
on  the  basis  provided in any underwriting arrangements in usual and customary
form  entered  into  by  the  Company,  (ii)  completes  and  executes  all
questionnaires,  powers  of  attorney,  indemnities, underwriting agreements and
other  documents  reasonably  required  under  the  terms  of  such underwriting
arrangements,  and  (iii)  agrees  to pay its pro rata share of all underwriting
discounts  and  commissions  and  any expenses in excess of those payable by the
Company  pursuant  to  Section  5  below.


5.     EXPENSES  OF  REGISTRATION.
       --------------------------
     All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections  2  and 3, including, without limitation, all registration, listing and
qualification  fees, printers and accounting fees, the fees and disbursements of
counsel  for  the  Company,  and  the  reasonable  fees and disbursements of one
counsel  selected  by  the  Initial Investors pursuant to Sections 2(b) and 3(h)
hereof  shall  be  borne  by  the  Company.

6.     INDEMNIFICATION.
       ---------------
     In  the  event  any  Registrable  Securities are included in a Registration
Statement  under  this  Agreement:

A.     To the extent permitted by law, the Company will indemnify, hold harmless
and  defend  (i)  each Investor who holds such Registrable Securities, (ii)
the  directors,  officers,  partners,  employees,  agents  and  each  person who
controls  any  Investor  within  the  meaning  of the 1933 Act or the Securities
Exchange Act of 1934, as amended (the "1934 ACT"), if any, (iii) any underwriter
(as  defined  in  the  1933  Act)  for  the  Investors,  and (iv) the directors,
officers,  partners, employees and each person who controls any such underwriter
within  the  meaning  of  the  1933  Act  or  the  1934  Act,  if  any (each, an
"INDEMNIFIED  PERSON"),  against  any  joint or several losses, claims, damages,
liabilities  or  expenses  (collectively,  together with actions, proceedings or
inquiries  by  any regulatory or self-regulatory organization, whether commenced
or  threatened,  in  respect  thereof, "CLAIMS") to which any of them may become
subject  insofar  as  such Claims arise out of or are based upon: (i) any untrue
statement  or  alleged  untrue  statement  of  a material fact in a Registration
Statement  or  the omission or alleged omission to state therein a material fact
required  to  be  stated  or  necessary  to  make  the  statements  therein  not
misleading;  (ii) any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus if used prior to the effective date
of such Registration Statement, or contained in the final prospectus (as amended
or  supplemented,  if  the  Company  files  any  amendment thereof or supplement
thereto  with  the SEC) or the omission or alleged omission to state therein any
material  fact  necessary  to  make the statements made therein, in light of the
circumstances  under  which the statements therein were made, not misleading; or
(iii)  any  violation  or  alleged violation by the Company of the 1933 Act, the
1934  Act,  any  other  law, including, without limitation, any state securities
law,  or  any rule or regulation thereunder relating to the offer or sale of the
Registrable  Securities  (the matters in the foregoing clauses (i) through (iii)
being,  collectively,  "VIOLATIONS").  Subject  to the restrictions set forth in
Section  6(c)  with  respect  to  the number of legal counsel, the Company shall
reimburse the Indemnified Person, promptly as such expenses are incurred and are
due  and  payable,  for  any  reasonable legal fees or other reasonable expenses
incurred  by  them in connection with investigating or defending any such Claim.
Notwithstanding  anything  to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (i) shall not apply to a Claim arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with  information  furnished in writing to the Company by any Indemnified Person
or  underwriter for such Indemnified Person expressly for use in connection with
the  preparation of such Registration Statement or any such amendment thereof or
supplement  thereto, if such prospectus was timely made available by the Company
pursuant  to  Section  3(c)  hereof;  (ii)  shall  not  apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent  of  the  Company, which consent shall not be unreasonably withheld; and
(iii) with respect to any preliminary prospectus, shall not inure to the benefit
of  any  Indemnified Person if the untrue statement or omission of material fact
contained  in  the preliminary prospectus was corrected on a timely basis in the
prospectus,  as  then  amended  or  supplemented,  such corrected prospectus was
timely  made  available  by the Company pursuant to Section 3(c) hereof, and the
Indemnified  Person  was  promptly  advised  in writing not to use the incorrect
prospectus  prior  to  the  use  giving rise to a Violation and such Indemnified
Person,  notwithstanding  such  advice, used it.  Such indemnity shall remain in
full  force  and  effect regardless of any investigation made by or on behalf of
the  Indemnified  Person  and  shall  survive  the  transfer  of the Registrable
Securities  by  the  Investors  pursuant  to  Section  9.

B.     In  connection  with  any  Registration Statement in which an Investor is
participating, each such Investor agrees severally and not jointly to indemnify,
hold harmless and defend, to the same extent and in the same manner set forth in
Section 6(a), the Company, each of its directors, each of its officers who signs
the Registration Statement, each person, if any, who controls the Company within
the  meaning  of  the  1933  Act  or the 1934 Act, any underwriter and any other
stockholder  selling securities pursuant to the Registration Statement or any of
its  directors  or  officers  or  any  person  who  controls such stockholder or
underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and
together  with an Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim
to  which  any  of  them may become subject, under the 1933 Act, the 1934 Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation by
such  Investor,  in  each  case to the extent (and only to the extent) that such
Violation  occurs  in  reliance  upon and in conformity with written information
furnished  to  the Company by such Investor expressly for use in connection with
such  Registration  Statement;  and  subject  to Section 6(c) such Investor will
reimburse  any  legal  or other expenses (promptly as such expenses are incurred
and  are  due  and  payable)  reasonably  incurred  by  them  in connection with
investigating or defending any such Claim; provided, however, that the indemnity
                                           --------  -------
agreement  contained  in  this  Section  6(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent  of  such  Investor,  which  consent shall not be unreasonably withheld;
provided,  further,  however,  that  the  Investor  shall  be  liable under this
---------   -------   -------
Agreement  (including  this  Section 6(b) and Section 7) for only that amount a
does  not  exceed  the  net proceeds to such Investor as a result of the sale of
Registrable  Securities pursuant to such Registration Statement.  Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on  behalf  of  such  Indemnified  Party  and  shall survive the transfer of the
Registrable  Securities  by the Investors pursuant to Section 9. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained  in this Section 6(b) with respect to any preliminary prospectus shall
not  inure  to  the  benefit of any Indemnified Party if the untrue statement or
omission  of material fact contained in the preliminary prospectus was corrected
on  a  timely  basis  in  the  prospectus,  as  then  amended  or  supplemented.

C.     Promptly  after  receipt  by  an  Indemnified Person or Indemnified Party
under  this Section 6 of notice of the commencement of any action (including any
governmental  action),  such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section  6,  deliver  to  the  indemnifying  party  a  written  notice  of  the
commencement  thereof,  and  the  indemnifying  party  shall  have  the right to
participate  in,  and,  to the extent the indemnifying party so desires, jointly
with  any  other  indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the  Indemnified  Person or the Indemnified Party, as the case may be; provided,
                                                                       --------
however, that an Indemnified Person or Indemnified Party shall have the right to
 ------
retain its own counsel with the fees and expenses to be paid by the indemnifying
party,  if,  in  the  reasonable opinion of counsel retained by the indemnifying
party,  the  representation  by  such  counsel  of  the  Indemnified  Person  or
Indemnified  Party  and  the  indemnifying  party  would be inappropriate due to
actual  or  potential  differing  interests  between  such Indemnified Person or
Indemnified  Party  and  any  other  party  represented  by such counsel in such
proceeding.  The  indemnifying  party  shall  pay  for  only  one separate legal
counsel  for  the Indemnified Persons or the Indemnified Parties, as applicable,
and  such  legal  counsel  shall  be  selected  by  Investors  holding  a
majority-in-interest of the  Registrable Securities included in the Registration
Statement  to  which  the  Claim  relates  (with  the  approval  of  a
majority-in-interest of the Initial Investors), if the Investors are entitled to
indemnification  hereunder,  or  the  Company,  if  the  Company  is entitled to
indemnification hereunder, as applicable.  The failure to deliver written notice
to  the  indemnifying  party within a reasonable time of the commencement of any
such  action  shall  not relieve such indemnifying party of any liability to the
Indemnified  Person  or  Indemnified  Party  under this Section 6, except to the
extent  that  the  indemnifying  party  is actually prejudiced in its ability to
defend  such  action.  The  indemnification  required by this Section 6 shall be
made  by  periodic  payments  of  the  amount  thereof  during the course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and  is  due  and  payable.


7.     CONTRIBUTION.
       ------------
     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law;  provided, however, that (i) no
                                                  --------  -------
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6,  (ii)  no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of  such  fraudulent misrepresentation, and (iii) contribution (together
with  any  indemnification  or  other  obligations  under this Agreement) by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds  received  by such seller from the sale of such Registrable Securities.


8.     REPORTS  UNDER  THE  1934  ACT.
       ------------------------------
     With  a  view to making available to the Investors the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC  that may at any time permit the investors to sell securities of the Company
to  the  public  without  registration  ("RULE  144"),  the  Company  agrees to:

A.     make and keep public information available, as those terms are understood
     and  defined  in  Rule  144;

B.     file  with  the  SEC  in  a timely manner all reports and other documents
required  of  the  Company  under  the  1933 Act and the 1934 Act so long as the
Company  remains  subject to such requirements (it being understood that nothing
herein  shall  limit  the  Company's  obligations  under  Section  4(c)  of  the
Securities  Purchase  Agreement)  and  the  filing  of  such  reports  and other
documents  is  required  for  the  applicable  provisions  of  Rule  144;  and

C.     furnish  to  each  Investor  so  long  as  such Investor owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it  has  complied  with the reporting requirements of Rule 144, the 1933 Act and
the  1934  Act, (ii) a copy of the most recent annual or quarterly report of the
Company  and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested to permit the Investors to
sell  such  securities  pursuant  to  Rule  144  without  registration.


9.     ASSIGNMENT  OF  REGISTRATION  RIGHTS.
       ------------------------------------
     The  rights  under  this Agreement shall be automatically assignable by the
Investors  to any transferee of all or any portion of Registrable Securities if:
(i)  the  Investor  agrees  in writing with the transferee or assignee to assign
such  rights,  and a copy of such agreement is furnished to the Company within a
reasonable  time after such assignment, (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the
name  and  address  of  such transferee or assignee, and (b) the securities with
respect  to  which  such  registration rights are being transferred or assigned,
(iii)  following  such  transfer  or assignment, the further disposition of such
securities  by  the  transferee or assignee is restricted under the 1933 Act and
applicable  state  securities  laws,  (iv)  at  or  before  the time the Company
receives  the  written  notice contemplated by clause (ii) of this sentence, the
transferee  or assignee agrees in writing with the Company to be bound by all of
the  provisions  contained  herein,  (v)  such  transfer shall have been made in
accordance  with  the  applicable  requirements  of  the  Securities  Purchase
Agreement,  and  (vi)  such transferee shall be an "ACCREDITED INVESTOR" as that
term  defined  in  Rule  501  of  Regulation  D  promulgated under the 1933 Act.

10.     AMENDMENT  OF  REGISTRATION  RIGHTS.
        -----------------------------------
     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or prospectively), only with written consent of the Company, each of the Initial
Investors  (to  the  extent  such  Initial  Investor  still  owns  Registrable
Securities)  and  Investors  who  hold  a  majority  interest of the Registrable
Securities.  Any amendment or waiver effected in accordance with this Section 10
shall  be  binding  upon  each  Investor  and  the  Company.

11.     MISCELLANEOUS.
        -------------
A.     A  person  or  entity  is deemed to be a holder of Registrable Securities
whenever  such  person or entity owns of record such Registrable Securities.  If
the  Company receives conflicting instructions, notices or elections from two or
more  persons  or  entities with respect to the same Registrable Securities, the
Company  shall  act  upon the basis of instructions, notice or election received
from  the  registered  owner  of  such  Registrable  Securities.
B.     Any  notices  required  or  permitted  to be given under the terms hereof
shall  be  sent  by  certified  or registered mail (return receipt requested) or
delivered  personally  or  by courier (including a recognized overnight delivery
service)  or by facsimile and shall be effective five days after being placed in
the mail, if mailed by regular United States mail, or upon receipt, if delivered
personally  or by courier (including a recognized overnight delivery service) or
by  facsimile,  in  each  case  addressed  to  a  party.  The addresses for such
communications  shall  be:

If  to  the  Company:
MarketCentral.net  Corp.
6401  South  Boston  Street
Villa  Q205
Englewood,  Colorado  80111
Attention:  Chairman,  President  and  Chief  Executive  Officer
Telephone:  720-489-1315
Facsimile:   720-489-9485
Email:  ptaylor07@earthlink.net

With  copy  to:
Seth  A.  Farbman,  PC
301  Eastwood  Road
Woodmere,  New  York  11598
Attention:  Seth  A.  Farbman,  Esq.
Telephone:  516-569-6089
Facsimile:  516-569-6084
Email:  zsfarbman@aol.com

If  to  an  Investor: to the address set forth immediately below such Investor's
name  on  the  signature  pages  to  the  Securities  Purchase  Agreement.

With  a  copy  to:
Ballard  Spahr  Andrews  &  Ingersoll,  LLP
1735  Market  Street
51st  Floor
Philadelphia,  Pennsylvania  19103
Attention:  Gerald  J.  Guarcini,  Esq.
Telephone:  215-865-8625
Facsimile:  215-864-8999
Email:  guarcini@ballardspahr.com

C.     Failure of any party to exercise any right or remedy under this Agreement
     or otherwise, or delay by a party in exercising such right or remedy, shall
not  operate  as  a  waiver  thereof.


D.      THIS  AGREEMENT  SHALL  BE  ENFORCED,  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES
OF  CONFLICT  OF  LAWS.  THE  PARTIES  HERETO  HEREBY  SUBMIT  TO  THE EXCLUSIVE
JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED NEW YORK, NEW YORK WITH
RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO
IN  CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
PARTIES  IRREVOCABLY  WAIVE  THE  DEFENSE  OF  AN  INCONVENIENT  FORUM  TO  THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE
OF  PROCESS  UPON  A  PARTY  MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY
RESPECT  EFFECTIVE  SERVICE  OF  PROCESS  UPON  THE  PARTY  IN  ANY SUCH SUIT OR
PROCEEDING.  NOTHING  HEREIN  SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS
IN  ANY  OTHER  MANNER  PERMITTED  BY  LAW.  BOTH  PARTIES  AGREE  THAT  A FINAL
NON-APPEALABLE  JUDGMENT  IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY  BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE  PARTY  WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS  AGREEMENT  SHALL  BE  RESPONSIBLE  FOR  ALL  FEES  AND EXPENSES, INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY  THE  PREVAILING  PARTY  IN CONNECTION WITH SUCH
DISPUTE.

E.     In  the  event  that  any  provision  of  this  Agreement  is  invalid or
unenforceable  under  any applicable statute or rule of law, then such provision
shall  be  deemed  inoperative  to the extent that it may conflict therewith and
shall  be  deemed  modified  to  conform  with such statute or rule of law.  Any
provision  hereof  which  may prove invalid or unenforceable under any law shall
not  affect  the  validity  or  enforceability  of  any  other provision hereof.

F.     This  Agreement,  the  Warrants  and  the  Securities  Purchase Agreement
(including  all  schedules and exhibits thereto) constitute the entire agreement
among  the parties hereto with respect to the subject matter hereof and thereof.
There  are  no  restrictions,  promises,  warranties or undertakings, other than
those  set  forth  or  referred  to  herein and therein.  This Agreement and the
Securities  Purchase Agreement supersede all prior agreements and understandings
among  the parties hereto with respect to the subject matter hereof and thereof.

G.     Subject  to the requirements of Section 9 hereof, this Agreement shall be
binding  upon  and  inure to the benefit of the parties and their successors and
assigns.

H.     The  headings in this Agreement are for convenience of reference only and
shall  not  form  part  of,  or  affect  the  interpretation of, this Agreement.

I.     This Agreement may be executed in two or more counterparts, each of which
shall  be  deemed an original but all of which shall constitute one and the same
agreement  and shall become effective when counterparts have been signed by each
party  and  delivered  to  the  other party.  This Agreement, once executed by a
party, may be delivered to the other party hereto by facsimile transmission of a
copy  of  this  Agreement  bearing the signature of the party so delivering this
Agreement.

J.     Each  party  shall do and perform, or cause to be done and performed, all
such  further  acts  and  things,  and  shall execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.

K.     Except  as  otherwise  provided  herein,  all  consents  and  other
determinations  to  be made by the Investors pursuant to this Agreement shall be
made  by  Investors holding a majority of the Registrable Securities, determined
as  if  the  all of the Debentures then outstanding have been converted into for
Registrable  Securities.

L.     The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to each Investor by vitiating the intent and purpose
of  the transactions contemplated hereby.  Accordingly, the Company acknowledges
that  the  remedy at law for breach of its obligations under this Agreement will
be  inadequate  and agrees, in the event of a breach or threatened breach by the
Company  of any of the provisions under this Agreement, that each Investor shall
be  entitled,  in  addition to all other available remedies in law or in equity,
and  in  addition  to  the  penalties  assessable  herein,  to  an injunction or
injunctions  restraining,  preventing or curing any breach of this Agreement and
to  enforce  specifically the terms and provisions hereof, without the necessity
of  showing economic loss and without any bond or other security being required.

M.     The  language  used  in  this Agreement will be deemed to be the language
chosen  by  the  parties  to express their mutual intent, and no rules of strict
construction  will  be  applied  against  any  party.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
     IN  WITNESS WHEREOF, the Company and the undersigned Initial Investors have
caused  this  Agreement  to be duly executed as of the date first above written.
MARKETCENTRAL.NET  CORP.
______________________________________
Paul  Taylor
Chairman,  President  and  Chief  Executive  Officer
AJW  PARTNERS,  LLC
By:  SMS  Group,  LLC
______________________________________
Corey  S.  Ribotsky
Manager
NEW  MILLENNIUM  CAPITAL  PARTNERS  II,  LLC
By:  First  Street  Manager  II,  LLC
______________________________________
Glenn  A.  Arbeitman
Manager


AJW/NEW  MILLENNIUM  OFFSHORE,  LTD.
By:  First  Street  Manager  II,  LLC
______________________________________
Glenn  A.  Arbeitman
Manager


PEGASUS  CAPITAL  PARTNERS,  LLC
By:  Pegasus  Manager,  LLC



____________________________________
Glenn  A.  Arbeitman
Manager






<PAGE>


                                                                       EXHIBIT 1
                                                                              TO
                                                                    REGISTRATION
                                                                          RIGHTS
                                                                       AGREEMENT



[Company  Letterhead]

[Date]

[Name  and  address  of  Transfer  Agent]
Ladies  and  Gentlemen:

     This  letter  shall serve as our irrevocable authorization and direction to
you  (1) to transfer or re-register (or at the holders request to reissue to the
holder  thereof  without any restrictive legend) the certificates for the shares
of  Common  Stock,  par  value  $0.0001  per  share  (the  "Common  Stock"),  of
MarketCentral.net  Corp.,  a  Texas  corporation (the "Company"), represented by
certificate  numbers  __________  for  an  aggregate  of  __________ shares (the
"Outstanding  Shares") of Common Stock presently registered in the name of [Name
of  Investor]  (the  "Investor")  (which  shares  were  previously  issued  upon
conversion  of  the  Debentures  (as  hereinafter  defined)  or  exercise of the
Warrants  (as hereinafter defined)), upon surrender of such certificates to you,
notwithstanding  the  legend appearing on such certificates, (2) to issue shares
(the "Conversion Shares") of Common Stock to or upon the order of the registered
holder  from  time  to  time  of  Convertible  Debentures  of  the  Company (the
"Debentures")  upon  surrender  to you of a properly completed and duly executed
Notice  of  Conversion  and (3) to issue shares (the "Warrant Shares") of Common
Stock  to  or  upon  the order of the registered holder from time to time of the
Warrants  of  the  Company  (the "Warrants") upon surrender to you of a properly
completed and duly executed Exercise Agreement and such Warrants notwithstanding
the  legend  appearing on such Warrants.  The transfer or re-registration of the
certificates  for  the  Outstanding Shares by you should be made at such time as
you  are requested to do so by the record holder of the Outstanding Shares.  The
certificate issued upon such transfer or re-registration should be registered in
such name as requested by the holder of record of the certificate surrendered to
you  and  should  not  bear  any legend which would restrict the transfer of the
shares  represented thereby.  In addition, you are hereby directed to remove any
stop-transfer  instruction relating to the Outstanding Shares.  Certificates for
the  Conversion Shares and Warrant Shares should not bear any restrictive legend
and  should  not  be  subject  to  any  stop-transfer  restriction.

Pursuant to applicable securities laws or certain agreements between the Company
and  the Investor, the Investor may be prohibited during certain limited periods
of  time  from  selling  its  Outstanding Shares or other shares of Common Stock
issuable  upon  conversion  of the Debentures and exercise of the Warrants under
the  Registration  Statement; provided, however, that such Investor may continue
                              --------  -------
to  sell  such  securities  pursuant to an exemption from registration under the
Securities  Act  of  1933, as amended (the "1933 ACT").  The Company may, during
such  periods, deliver a notice to you advising you to refrain from transferring
any  Outstanding  Shares  pursuant to such Registration Statement, provided that
such  notice  shall  not  prohibit  the  transfer  of such shares pursuant to an
exemption  from  registration  under  the  1933  Act  during  such  periods.
Contemporaneous  with  the delivery of this letter, the Company is delivering to
you a letter of ___________________ as to registration of the Outstanding Shares
and  the  Conversion  Shares under the Securities Act of 1933, as amended, which
registration  was  effective  as  of  __________  __,  2002.

Should  you  have  any  questions  concerning  this  matter,  please contact me.

Very  truly  yours,

MARKETCENTRAL.NET  CORP.




Paul  Taylor
President  and  Chief  Executive  Officer

Enclosures
cc:     [Name  of  Investor]

<PAGE>

                                                                       EXHIBIT 2
                                                                              TO
                                                                    REGISTRATION
                                                                          RIGHTS
                                                                       AGREEMENT

[Date]

[Name  and  address  of  transfer  agent]


     Re:     MarketCentral.net  Corp.
             ------------------------

Ladies  and  Gentlemen:

     We  are  counsel  to  MarketCentral.net  Corp.,  a  Texas  corporation (the
"COMPANY"),  and  we  understand  that  [Name  of  Investor]  (the "HOLDER") has
purchased from the Company a certain 12% Convertible Debenture (the "DEBENTURE")
and  warrants  (the  "WARRANTS")  that are convertible into the Company's Common
Stock,  par  value  $0.0001  per  share (the "COMMON STOCK").  The Debenture and
Warrants  were  purchased  by  the  Holder  pursuant  to  a  Securities Purchase
Agreement, dated as of January __, 2002, between the Holder and the Company (the
"AGREEMENT").  Pursuant  to a Registration Rights Agreement, dated as of January
__,  2002,  between  the  Company  and  the  Holder  (the  "REGISTRATION  RIGHTS
AGREEMENT"), the Company agreed with the Holder, among other things, to register
the  Registrable  Securities (as that term is defined in the Registration Rights
Agreement)  under the Securities Act of 1933, as amended (the "SECURITIES ACT"),
upon  the  terms  provided  in the Registration Rights Agreement.  In connection
with  the  Company's  obligations  under  the  Registration Rights Agreement, on
February  ___,  2002,  the  Company  filed a Registration Statement on Form SB-2
(File No. 333- _____________) (the "REGISTRATION STATEMENT") with the Securities
and  Exchange  Commission  (the  "SEC")  relating to the Registrable Securities,
which  names  the  Holder as a selling stockholder thereunder.  The Registration
Statement  was  declared  effective  by  the  SEC  on  _______________ __, 2002.

     [Other  introductory  language  to  be  inserted]

     Based  on  the  foregoing,  we  are  of  the  opinion  that the Registrable
Securities  have  been  registered  under  the  Securities  Act.

                  [Other appropriate language to be included.]

                                                  Very  truly  yours,



cc:     [Name  of  investor]