EXHIBIT 10.2




THIS  WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGIS-TERED  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED.  EXCEPT AS
OTHERWISE  SET  FORTH  HEREIN  OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF
JANUARY  31,  2002,  NEITHER  THIS  WARRANT  NOR ANY OF SUCH SHARES MAY BE SOLD,
TRANSFERRED  OR  ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT
FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE
AND  SCOPE,  CUSTOMARY  FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT
REGISTRATION  IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144
OR  REGULATION  S  UNDER  SUCH  ACT.


Right  to  Purchase  _______ Shares of Common Stock, par value $0.0001 per share

                             STOCK PURCHASE WARRANT

     THIS  CERTIFIES  THAT,  for  value  received, ___________________  or  its
registered  assigns,  is  entitled  to  purchase form MarketCentral.net Corp., a
Texas  corporation  (the "Company"), at any time or from time to time during the
period  specified  in  Paragraph  2 hereof, ______________________ (___________)
fully  paid  and  nonassessable  shares of the Company's Common Stock, par value
$0.0001  per share (the "Common Stock"), at an exercise price per share equal to
the  lesser  of  (i)  $.057 and (ii) the average of the lowest three (3) Trading
Prices (as defined below) during the twenty (20) Trading Days (as defined below)
immediately  prior  to  exercise  (the  "Exercise  Price").  The  term  "Warrant
Shares,"  as  used  herein,  refers  to  the  shares of Common Stock purchasable
hereunder.  The  Warrant Shares and the Exercise Price are subject to adjustment
as  provided  in Paragraph 4 hereof.  The term "Warrants" means this Warrant and
the  other  warrants  issued  pursuant  to  that  certain  Securities  Purchase
Agreement,  dated  January  31,  2002,  by  and among the Company and the Buyers
listed  on  the  execution  page  thereof (the "Securities Purchase Agreement"),
including  any  additional  warrants  issuable pursuant to Section 4(l) thereof.
"Trading  Price"  means,  for  any security as of any date, the intraday trading
price  on  the  Over-the-Counter  Bulletin  Board  (the  "OTCBB") as reported by
Bloomberg  Financial  Markets  or  an  equivalent,  reliable  reporting  service
mutually  acceptable  to  and hereafter designated by the Company and the holder
hereof  ("Bloomberg")  or,  if the OTCBB is not the principal trading market for
such  security,  the  intraday  trading  price of such security on the principal
securities exchange or trading market where such security is listed or traded as
reported  by  Bloomberg  or,  if  no  intraday trading price of such security is
available  in  any of the foregoing manners, the average of the intraday trading
prices  of  any  market  makers  for  such security that are listed in the "pink
sheets"  by  the National Quotation Bureau, Inc.  If the Trading Price cannot be
calculated  for  such  security  on  such date in the manner provided above, the
Trading  Price  shall  be  the  fair  market value as mutually determined by the
Company  and  the  holder hereof.  "Trading Day" shall mean any day on which the
Common  Sock  is  traded  for  any  period  on  the  OTCBB,  or on the principal
securities exchange or other securities market on which the Common Stock is then
being  traded.

This  Warrant  is  subject  to  the following terms, provisions, and conditions:

1.     MANNER  OF  EXERCISE;  ISSUANCE  OF  CERTIFICATES;  PAYMENT  FOR  SHARES.
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Subject  to  the  provisions hereof, this Warrant may be exercised by the holder
hereof,  in  whole or in part, by the surrender of this Warrant, together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
     Company  as  it may designate by notice to the holder hereof), and upon (i)
payment  to the Company in cash, by certified or offi-cial bank check or by wire
transfer  for  the  account of the Company of the Exercise Price for the Warrant
Shares  specified in the Exercise Agreement or (ii) if the resale of the Warrant
Shares  by  the  holder  is  not  then  registered  pursuant  to  an  effective
registration  statement  under  the  Securities  Act  of  1933,  as amended (the
"Securities Act"), delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant
Shares  specified  in  the  Exercise Agreement.  The Warrant Shares so purchased
shall  be deemed to be issued to the holder hereof or such holder's designee, as
the  record  owner  of  such  shares, as of the close of business on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall  have been deliv-ered, and payment shall have been made for such shares as
set  forth  above.  Certifi-cates  for  the  Warrant  Shares  so  purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall  be delivered to the holder hereof within a reasonable time, not exceeding
three  (3)  business days, after this Warrant shall have been so exercised.  The
certificates  so delivered shall be in such denominations as may be requested by
the  holder  hereof  and  shall be registered in the name of such holder or such
other  name  as  shall be designated by such holder.  If this Warrant shall have
been  exercised only in part, then, unless this Warrant has expired, the Company
shall,  at its expense, at the time of delivery of such certificates, deliver to
the holder a new Warrant representing the number of shares with respect to which
this  Warrant  shall  not  then  have  been exercised.  In addition to all other
available  remedies  at  law  or  in  equity,  if  the  Company fails to deliver
certificates  for  the  Warrant Shares within three (3) business days after this
Warrant is exercised, then the Company shall pay to the holder in cash a penalty
(the  "Penalty")  equal to 2% of the number of Warrant Shares that the holder is
entitled  to  multiplied by the Market Price for each day that the Company fails
to  deliver  certificates for the Warrant Shares.  For example, if the holder is
entitled  to  100,000  Warrant  Shares  and  the Market Price is $2.00, then the
Company  shall  pay  to the holder $4,000 for each day that the Company fails to
deliver  certificates  for the Warrant Shares.  The Penalty shall be paid to the
holder  by  the  fifth  day  of  the  month  following the month in which it has
accrued.

     Notwithstanding anything in this Warrant to the contrary, in no event shall
the  holder  of  this  Warrant  be entitled to exercise a number of Warrants (or
portions thereof) in excess of the number of Warrants (or portions thereof) upon
exercise  of  which  the  sum  of  (i)  the  number  of  shares  of Common Stock
beneficially owned by the holder and its affiliates (other than shares of Common
Stock  which  may  be  deemed  beneficially  owned  through the ownership of the
unexercised  Warrants  and  the  unexercised or unconverted portion of any other
securities  of  the  Company  (including  the  Debentures  (as  defined  in  the
Securities  Purchase  Agreement))  subject  to  a  limitation  on  conversion or
exercise  analogous  to  the limitation contained herein) and (ii) the number of
shares  of  Common  Stock  issuable  upon  exercise of the Warrants (or portions
thereof) with respect to which the determination described herein is being made,
would  result  in  beneficial ownership by the holder and its affiliates of more
than  4.9%  of  the  outstanding  shares  of  Common Stock.  For purposes of the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d)  of  the  Securities  Exchange  Act of 1934, as
amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(i)  of  the  preceding  sentence.  The  holder  of  this  Warrant may waive the
limitations  set  forth  herein  by  sixty-one  (61)  days written notice to the
Company.  Notwithstanding  anything  to  the  contrary  contained  herein,  the
limitation  on  exercise  of  this  Warrant  set forth herein may not be amended
without  (i)  the  written consent of the holder hereof and the Company and (ii)
the  approval  of  a  majority  of  shareholders  of  the  Company.

2.     PERIOD OF EXERCISE.  This Warrant is exercisable at any time or from time
       ------------------
     to  time on or after the date on which this Warrant is issued and delivered
pursuant to the terms of the Securities Purchase Agreement and before 8:00 p.m.,
New  York,  New York time on the third (3rd) anniversary of the date of issuance
(the  "Exercise  Period").

3.     CERTAIN  AGREEMENTS  OF  THE  COMPANY.  The  Company hereby covenants and
       -------------------------------------
agrees  as  follows:

(A)     SHARES  TO  BE  FULLY  PAID.  All  Warrant Shares will, upon issuance in
        ---------------------------
accordance  with  the  terms of this Warrant, be validly issued, fully paid, and
nonassessable  and  free  from all taxes, liens, and charges with respect to the
issue  thereof.

(B)     RESERVATION OF SHARES.  During the Exercise Period, the Company shall at
        ---------------------
all  times  have  authorized,  and  reserved  for  the  purpose of issuance upon
exercise  of  this  Warrant,  a  suf-ficient number of shares of Common Stock to
provide  for  the  exercise  of  this  Warrant.

(C)     LISTING.  The Company shall promptly secure the listing of the shares of
        -------
Common Stock issuable upon exercise of the Warrant upon each national securities
exchange  or  automated  quotation  system,  if any, upon which shares of Common
Stock  are  then listed (subject to official notice of issuance upon exercise of
this  Warrant)  and  shall maintain, so long as any other shares of Common Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable  upon  the  exercise  of this Warrant; and the Company shall so list on
each national securities exchange or automated quotation system, as the case may
be, and shall maintain such listing of, any other shares of capital stock of the
Company  issuable upon the exercise of this Warrant if and so long as any shares
of  the  same  class  shall  be  listed  on such national securities exchange or
automated  quotation  system.

(D)     CERTAIN  ACTIONS  PROHIBITED.  The Company will not, by amendment of its
        ----------------------------
charter  or  through  any  re-organi-zation,  transfer of assets, consolidation,
mer-ger,  dissolution,  issue  or  sale  of  securities,  or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed by it hereunder, but will at all times in good faith
assist  in  the  carrying  out  of all the provisions of this Warrant and in the
taking  of  all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against  dilu-tion or other impairment, consistent with the tenor and purpose of
this  Warrant.  Without  limiting  the general-ity of the foregoing, the Company
(i)  will  not  increase  the par value of any shares of Common Stock receivable
upon  the  exercise of this Warrant above the Exercise Price then in effect, and
(ii) will take all such actions as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common  Stock  upon  the  exercise  of  this  Warrant.

(E)     SUCCESSORS  AND  ASSIGNS.  This  Warrant will be binding upon any entity
        ------------------------
succeeding  to  the  Company  by merger, consolidation, or acquisition of all or
substantially  all  the  Company's  assets.

4.     ANTIDILUTION  PROVISIONS.  During the Exercise Period, the Exercise Price
       ------------------------
and  the  number  of  Warrant Shares shall be subject to adjustment from time to
time  as  provided  in  this  Paragraph  4.
     In  the  event that any adjustment of the Exercise Price as required herein
results  in a fraction of a cent, such Exercise Price shall be rounded up to the
nearest  cent.

(A)     ADJUSTMENT  OF  EXERCISE  PRICE  AND  NUMBER  OF SHARES UPON ISSUANCE OF
        ------------------------------------------------------------------------
COMMON  STOCK.  Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof,
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if  and  whenever  on or after the date of issuance of this Warrant, the Company
issues  or  sells, or in accordance with Paragraph 4(b) hereof is deemed to have
issued  or  sold,  any  shares  of  Common  Stock  for no consideration or for a
consideration  per share (before deduction of reasonable expenses or commissions
or  underwriting  discounts or allowances in connection therewith) less than the
Market  Price  (as  hereinafter  defined)  on  the date of issuance (a "Dilutive
Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will
     be  reduced  to  a  price  determined  by multiplying the Exercise Price in
effect  immediately  prior  to  the  Dilutive  Issuance  by  a fraction, (i) the
numerator  of which is an amount equal to the sum of (x) the number of shares of
Common  Stock  actually  outstanding immediately prior to the Dilutive Issuance,
plus (y) the quotient of the aggregate consideration, calculated as set forth in
Paragraph  4(b)  hereof,  received  by  the  Company upon such Dilutive Issuance
divided  by  the  Market  Price  in  effect  immediately  prior  to the Dilutive
Issuance,  and  (ii)  the  denominator of which is the total number of shares of
Common  Stock  Deemed  Outstanding  (as  defined  below)  immediately  after the
Dilutive  Issuance.

(B)     EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS.  For purposes of determining
        ------------------------------------------
the  adjusted  Exercise Price under Paragraph 4(a) hereof, the following will be
applicable:

(I)     ISSUANCE  OF  RIGHTS OR OPTIONS.  If the Company in any manner issues or
        -------------------------------
grants  any warrants, rights or options, whether or not immediately exercisable,
to  subscribe  for  or  to purchase Common Stock or other securities convertible
into or exchangeable for Common Stock ("Convertible Securities") (such warrants,
     rights  and  options to purchase Common Stock or Convertible Securities are
hereinafter  referred  to as "Options") and the price per share for which Common
Stock  is  issuable  upon  the  exercise of such Options is less than the Market
Price  on  the date of issuance or grant of such Options, then the maximum total
number  of shares of Common Stock issuable upon the exercise of all such Options
will,  as  of the date of the issuance or grant of such Options, be deemed to be
outstanding  and  to have been issued and sold by the Company for such price per
share.  For  purposes  of the preceding sentence, the "price per share for which
Common  Stock  is  issuable  upon the exercise of such Options" is determined by
dividing  (i) the total amount, if any, received or receivable by the Company as
consideration for the issuance or granting of all such Options, plus the minimum
aggregate  amount  of  additional  consideration, if any, payable to the Company
upon  the  exercise  of  all  such  Options,  plus,  in  the case of Convertible
Securities  issuable  upon  the  exercise of such Options, the minimum aggregate
amount  of  additional  consideration  payable  upon  the conversion or exchange
thereof  at  the  time  such  Convertible Securities first become convertible or
exchangeable,  by  (ii)  the  maximum  total  number  of  shares of Common Stock
issuable  upon  the  exercise  of  all such Options (assuming full conversion of
Convertible  Securities,  if applicable).  No further adjustment to the Exercise
Price  will  be  made  upon  the  actual  issuance of such Common Stock upon the
exercise  of  such  Options  or  upon  the conversion or exchange of Convertible
Securities  issuable  upon  exercise  of  such  Options.

(II)     ISSUANCE  OF  CONVERTIBLE  SECURITIES.  If  the  Company  in any manner
         -------------------------------------
issues  or  sells  any  Convertible  Securities,  whether  or  not  immediately
convertible  (other  than  where  the  same  are  issuable  upon the exercise of
Options)  and  the  price per share for which Common Stock is issuable upon such
conversion  or  exchange  is less than the Market Price on the date of issuance,
then  the  maximum  total  number  of  shares  of Common Stock issuable upon the
conversion  or  exchange of all such Convertible Securities will, as of the date
of  the issuance of such Convertible Securities, be deemed to be outstanding and
to  have  been issued and sold by the Company for such price per share.  For the
purposes  of the preceding sentence, the "price per share for which Common Stock
is  issuable upon such conversion or exchange" is determined by dividing (i) the
total amount, if any, received or receivable by the Company as consideration for
the  issuance  or  sale  of  all  such  Convertible Securities, plus the minimum
aggregate  amount  of  additional  consideration, if any, payable to the Company
upon  the conversion or exchange thereof at the time such Convertible Securities
first  become  convertible  or exchangeable, by (ii) the maximum total number of
shares  of  Common  Stock  issuable  upon the conversion or exchange of all such
Convertible  Securities.  No  further  adjustment  to the Exercise Price will be
made  upon  the actual issuance of such Common Stock upon conversion or exchange
of  such  Convertible  Securities.

(III)     CHANGE  IN  OPTION  PRICE OR CONVERSION RATE.  If there is a change at
          --------------------------------------------
any  time  in  (i) the amount of additional consideration payable to the Company
upon  the  exercise of any Options; (ii) the amount of additional consideration,
if  any,  payable  to  the  Company  upon  the  conversion  or  exchange  of any
Convertible  Securities;  or  (iii) the rate at which any Convertible Securities
are  convertible  into  or exchangeable for Common Stock (other than under or by
reason  of  provisions designed to protect against dilution), the Exercise Price
in  effect  at  the time of such change will be readjusted to the Exercise Price
which  would  have  been  in effect at such time had such Options or Convertible
Securities  still outstanding provided for such changed additional consideration
or  changed  conversion rate, as the case may be, at the time initially granted,
issued  or  sold.

(IV)     TREATMENT  OF  EXPIRED  OPTIONS AND UNEXERCISED CONVERTIBLE SECURITIES.
         ----------------------------------------------------------------------
If,  in  any  case,  the  total  number  of shares of Common Stock issuable upon
exercise  of  any  Option  or  upon  conversion  or  exchange of any Convertible
Securities  is not, in fact, issued and the rights to exercise such Option or to
convert  or  exchange  such  Convertible  Securities  shall  have  expired  or
terminated, the Exercise Price then in effect will be readjusted to the Exercise
Price  which  would  have  been  in  effect  at  the  time of such expiration or
termination had such Option or Convertible Securities, to the extent outstanding
immediately  prior  to  such expiration or termination (other than in respect of
the  actual  number of shares of Common Stock issued upon exercise or conversion
thereof),  never  been  issued.

(V)     CALCULATION  OF CONSIDERATION RECEIVED.  If any Common Stock, Options or
        --------------------------------------
Convertible  Securities  are issued, granted or sold for cash, the consideration
received  therefor  for  purposes of this Warrant will be the amount received by
the  Company  therefor, before deduction of reasonable commissions, underwriting
discounts  or  allowances  or  other reasonable expenses paid or incurred by the
Company  in  connection  with  such issuance, grant or sale.  In case any Common
Stock,  Options or Convertible Securities are issued or sold for a consideration
part  or  all of which shall be other than cash, the amount of the consideration
other  than  cash  received  by  the  Company  will  be  the  fair value of such
consideration,  except where such consideration consists of securities, in which
case  the  amount  of  consideration  received by the Company will be the Market
Price  thereof  as of the date of receipt.  In case any Common Stock, Options or
Convertible  Securities are issued in connection with any acquisition, merger or
consolidation  in  which the Company is the surviving corporation, the amount of
consideration  therefor  will  be deemed to be the fair value of such portion of
the  net assets and business of the non-surviving corporation as is attributable
to  such  Common  Stock,  Options or Convertible Securities, as the case may be.
The  fair  value  of  any  consideration  other  than cash or securities will be
determined  in  good  faith  by  the  Board  of  Directors  of  the  Company.

(VI)     EXCEPTIONS  TO  ADJUSTMENT  OF  EXERCISE  PRICE.  No  adjustment to the
         -----------------------------------------------
Exercise  Price  will  be made (i) upon the exercise of any warrants, options or
convertible  securities  granted, issued and outstanding on the date of issuance
of  this  Warrant; (ii) upon the grant or exercise of any stock or options which
may  hereafter  be  granted  or exercised under any employee benefit plan, stock
option  plan  or  restricted  stock  plan  of  the Company now existing or to be
implemented  in  the future, so long as the issuance of such stock or options is
approved  by  a majority of the independent members of the Board of Directors of
the Company or a majority of the members of a committee of independent directors
established  for  such  purpose;  or  (iii)  upon  the exercise of the Warrants.

(C)     SUBDIVISION  OR COMBINATION OF COMMON STOCK.  If the Company at any time
        -------------------------------------------
subdivides  (by  any  stock  split,  stock  dividend,  recapitalization,
reorganization,  reclassification  or  otherwise)  the  shares  of  Common Stock
acquirable  hereunder  into  a greater number of shares, then, after the date of
record  for effecting such subdivision, the Exercise Price in effect immediately
prior  to  such  subdivision will be proportionately reduced.  If the Company at
any  time  combines  (by  reverse stock split, recapitalization, reorganization,
reclassification  or  otherwise) the shares of Common Stock acquirable hereunder
into  a  smaller  number of shares, then, after the date of record for effecting
such  combination,  the  Exercise  Price  in  effect  immediately  prior to such
combination  will  be  proportionately  increased.

(D)     ADJUSTMENT  IN  NUMBER  OF SHARES.  Upon each adjustment of the Exercise
        ---------------------------------
Price  pursuant  to  the provisions of this Paragraph 4, the number of shares of
Common  Stock  issuable  upon  exercise  of  this  Warrant  shall be adjusted by
multiplying  a number equal to the Exercise Price in effect immediately prior to
such  adjustment  by the number of shares of Common Stock issuable upon exercise
of this Warrant immediately prior to such adjustment and dividing the product so
obtained  by  the  adjusted  Exercise  Price.

(E)     CONSOLIDATION,  MERGER  OR  SALE.  In  case  of any consolidation of the
        --------------------------------
Company with, or merger of the Company into any other corporation, or in case of
any  sale or conveyance of all or substantially all of the assets of the Company
other  than  in  connection  with a plan of complete liquidation of the Company,
then  as  a  condition  of  such  consolidation,  merger  or sale or conveyance,
adequate provision will be made whereby the holder of this Warrant will have the
right to acquire and receive upon exercise of this Warrant in lieu of the shares
of  Common  Stock  immediately  theretofore acquirable upon the exercise of this
Warrant,  such shares of stock, securities or assets as may be issued or payable
with  respect  to  or  in  exchange  for  the  number  of shares of Common Stock
immediately  theretofore acquirable and receivable upon exercise of this Warrant
had  such  consolidation,  merger or sale or conveyance not taken place.  In any
such  case,  the  Company  will  make  appropriate  provision to insure that the
provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as
may  be  in relation to any shares of stock or securities thereafter deliverable
upon  the  exercise  of  this  Warrant.  The  Company  will  not  effect  any
consolidation,  merger  or  sale  or conveyance unless prior to the consummation
thereof,  the  successor  corporation  (if  other  than  the Company) assumes by
written instrument the obligations under this Paragraph 4 and the obligations to
deliver to the holder of this Warrant such shares of stock, securities or assets
as,  in  accordance with the foregoing provisions, the holder may be entitled to
acquire.

(F)     DISTRIBUTION  OF  ASSETS.  In case the Company shall declare or make any
        ------------------------
distribution  of  its  assets  (including  cash) to holders of Common Stock as a
partial  liquidating  dividend,  by way of return of capital or otherwise, then,
after  the  date  of  record  for  determining  stockholders  entitled  to  such
distribution,  but prior to the date of distribution, the holder of this Warrant
shall  be  entitled upon exercise of this Warrant for the purchase of any or all
of  the  shares  of  Common  Stock subject hereto, to receive the amount of such
assets  which  would  have  been  payable to the holder had such holder been the
holder  of  such shares of Common Stock on the record date for the determination
of  stockholders  entitled  to  such  distribution.

(G)     NOTICE  OF  ADJUSTMENT.  Upon the occurrence of any event which requires
        ----------------------
any  adjustment  of the Exercise Price, then, and in each such case, the Company
shall  give  notice  thereof  to  the holder of this Warrant, which notice shall
state  the  Exercise  Price  resulting  from such adjustment and the increase or
decrease  in  the  number  of  Warrant  Shares  purchasable  at  such price upon
exercise,  setting  forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.  Such calculation shall be certified
by  the  Chief  Financial  Officer  of  the  Company.

(H)     MINIMUM  ADJUSTMENT  OF  EXERCISE  PRICE.  No adjustment of the Exercise
        ----------------------------------------
Price shall be made in an amount of less than 1% of the Exercise Price in effect
at  the  time  such  adjustment  is  otherwise required to be made, but any such
lesser  adjustment  shall  be  carried forward and shall be made at the time and
together  with  the  next  subsequent  adjustment  which,  together  with  any
adjustments  so  carried  forward,  shall  amount  to  not  less than 1% of such
Exercise  Price.

(I)     NO  FRACTIONAL  SHARES.  No  fractional shares of Common Stock are to be
        ----------------------
issued  upon  the  exercise  of  this  Warrant, but the Company shall pay a cash
adjustment  in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock  on  the  date  of  such  exercise.

(J)     OTHER  NOTICES.  In  case  at  any  time:
        --------------

(I)     the  Company shall declare any dividend upon the Common Stock payable in
shares of stock of any class or make any other distribution (including dividends
or  distributions  payable in cash out of retained earnings) to the holders
of  the  Common  Stock;
(II)     the Company shall offer for subscription pro rata to the holders of the
Common  Stock  any  additional  shares  of  stock  of any class or other rights;
(III)     there  shall  be  any  capital  reorganiza-tion  of  the  Company,  or
reclassification  of the Common Stock, or consolidation or merger of the Company
with  or  into,  or  sale  of  all  or substan-tially all its assets to, another
corporation  or  entity;  or
(IV)     there  shall be a voluntary or involun-tary dissolution, liquidation or
winding  up  of  the  Company;
then,  in  each  such case, the Company shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall  be  taken for determining the holders of Common Stock entitled to receive
any  such divi-dend, distribution, or subscription rights or for determining the
holders  of Common Stock entitled to vote in respect of any such reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and  (b)  in  the case of any such reorganization, reclassification,
consolidation,  merger,  sale, dissolution, liquidation or winding-up, notice of
the  date  (or,  if  not  then  known, a reasonable approximation thereof by the
Company)  when  the  same  shall take place.  Such notice shall also specify the
date  on  which  the  holders  of Common Stock shall be entitled to receive such
dividend, distribution, or subscription rights or to exchange their Common Stock
for  stock or other securities or property deliverable upon such reorganization,
re-classification,  consolidation,  merger,  sale, dissolution, liqui-dation, or
winding-up,  as  the  case  may be.  Such notice shall be given at least 30 days
prior  to the record date or the date on which the Company's books are closed in
respect  thereto.  Failure  to  give any such notice or any defect therein shall
not  affect  the  validity  of the proceedings referred to in clauses (i), (ii),
(iii)  and  (iv)  above.

(K)     CERTAIN  EVENTS.  If  any  event  occurs of the type contemplated by the
        ---------------
adjustment provisions of this Paragraph 4 but not expressly provided for by such
provisions,  the  Company  will  give  notice  of such event as provided in
Paragraph  4(g)  hereof,  and  the  Company's  Board  of  Directors will make an
appropriate  adjustment in the Exercise Price and the number of shares of Common
Stock  acquirable upon exercise of this Warrant so that the rights of the holder
shall  be  neither  enhanced  nor  diminished  by  such  event.

(L)     CERTAIN  DEFINITIONS.
        --------------------

(I)     "COMMON  STOCK  DEEMED  OUTSTANDING"  shall mean the number of shares of
         ----------------------------------
Common  Stock actually outstanding (not including shares of Common Stock held in
the treasury of the Company), plus (x) pursuant to Paragraph 4(b)(i) hereof, the
     maximum  total  number of shares of Common Stock issuable upon the exercise
of  Options,  as  of the date of such issuance or grant of such Options, if any,
and  (y)  pursuant  to  Paragraph  4(b)(ii)  hereof, the maximum total number of
shares  of  Common  Stock  issuable  upon  conversion or exchange of Convertible
Securities,  as  of the date of issuance of such Convertible Securities, if any.

(II)     "MARKET  PRICE,"  as  of  any  date,  (i) means the average of the last
          -------------
reported  sale  prices  for  the  shares of Common Stock on the Over-the-Counter
Bulletin  Board  (the  "OTC  BB")  for  the  five  (5)  Trading Days immediately
preceding  such  date as reported by Bloomberg, or (ii) if the OTC BB is not the
principal trading market for the shares of Common Stock, the average of the last
reported sale prices on the principal trading market for the Common Stock during
the  same  period  as  reported by Bloomberg, or (iii) if market value cannot be
calculated as of such date on any of the foregoing bases, the Market Price shall
be the fair market value as reasonably determined in good faith by (a) the Board
of  Directors  of the Company or, at the option of a majority-in-interest of the
holders  of  the  outstanding  Warrants by (b) an independent investment bank of
nationally  recognized  standing  in  the valuation of businesses similar to the
business  of  the corporation. The manner of determining the Market Price of the
Common  Stock  set forth in the foregoing definition shall apply with respect to
any  other  security in respect of which a determination as to market value must
be  made  hereunder.

(III)     "COMMON  STOCK," for purposes of this Paragraph 4, includes the Common
           -------------
Stock,  par  value  $0.0001  per share, and any additional class of stock of the
Company  having  no  preference as to dividends or distributions on liquidation,
provided that the shares purchasable pursuant to this Warrant shall include only
shares  of  Common  Stock, par value $0.0001 per share, in respect of which this
Warrant  is exercisable, or shares resulting from any subdivision or combination
of  such  Common  Stock, or in the case of any reorganization, reclassification,
consolidation,  merger,  or  sale of the character referred to in Paragraph 4(e)
hereof,  the  stock  or  other  securities  or  property  provided  for  in such
Paragraph.

5.     ISSUE  TAX.  The  issuance  of  certificates  for Warrant Shares upon the
       ----------
exercise  of  this  Warrant  shall  be made without charge to the holder of this
Warrant  or  such shares for any issuance tax or other costs in respect thereof,
provided  that  the  Company  shall  not be required to pay any tax which may be
payable  in respect of any transfer involved in the issuance and delivery of any
certificate  in  a  name  other  than  the  holder  of  this  Warrant.

6.     NO  RIGHTS  OR  LIABILITIES  AS  A  SHAREHOLDER.  This  Warrant shall not
       -----------------------------------------------
entitle  the holder hereof to any voting rights or other rights as a shareholder
of  the  Company.  No  provision  of this Warrant, in the absence of affirmative
action  by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein  of the rights or privileges of the holder hereof, shall give rise to any
liability  of  such  holder  for  the  Exercise Price or as a shareholder of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the  Company.

7.     TRANSFER,  EXCHANGE,  AND  REPLACEMENT  OF  WARRANT.
       ---------------------------------------------------

(A)     RESTRICTION  ON  TRANSFER.  This  Warrant  and the rights granted to the
        -------------------------
holder  hereof  are  transferable,  in  whole or in part, upon surrender of this
Warrant,  together  with  a  properly  executed  assignment in the form attached
hereto,  at  the  office  or agency of the Company referred to in Paragraph 7(e)
below,  pro-vided,  however, that any transfer or assignment shall be subject to
the  conditions  set  forth  in  Paragraph  7(f)  hereof  and  to the applicable
provisions  of  the  Securities  Purchase  Agreement.  Until due presentment for
registration  of transfer on the books of the Company, the Company may treat the
registered  holder  hereof  as the owner and holder hereof for all purposes, and
the  Company  shall  not  be  affected  by  any  notice  to  the  con-trary.
Notwithstanding  anything  to  the  contrary  contained herein, the registration
rights  described  in  Paragraph  8  are  assignable only in accordance with the
provisions  of  that  certain Registration Rights Agreement, dated as of January
31,  2002,  by  and  among  the  Company  and the other signatories thereto (the
"Registration  Rights  Agreement").

(B)     WARRANT  EXCHANGEABLE  FOR  DIFFERENT  DENOMINA-TIONS.  This  Warrant is
        -----------------------------------------------------
exchange-able,  upon  the surrender hereof by the holder hereof at the office or
agency  of  the Company referred to in Paragraph 7(e) below, for new Warrants of
like  tenor  representing  in  the aggregate the right to purchase the number of
shares  of  Common  Stock  which  may  be  purchased hereunder, each of such new
Warrants  to  represent  the right to purchase such number of shares as shall be
designated  by  the  holder  hereof  at  the  time  of  such  surrender.

(C)     REPLACEMENT  OF  WARRANT.  Upon  receipt  of  evi-dence  reasonably
        ------------------------
satisfactory  to  the  Company of the loss, theft, destruction, or mutilation of
this  Warrant  and,  in  the case of any such loss, theft, or destruc-tion, upon
delivery  of  an indemnity agreement reason-ably satisfactory in form and amount
to  the  Company,  or,  in  the  case of any such mutilation, upon surrender and
cancellation  of  this  Warrant,  the  Company, at its expense, will execute and
deliver,  in  lieu  thereof,  a  new  Warrant  of  like  tenor.

(D)     CANCELLATION;  PAYMENT  OF EXPENSES.  Upon the surrender of this Warrant
        -----------------------------------
in  connection  with any trans-fer, exchange, or replacement as provided in this
Paragraph  7,  this  Warrant  shall  be  promptly  canceled by the Company.  The
Company shall pay all taxes (other than securities transfer taxes) and all other
expenses  (other  than  legal  expenses,  if  any,  incurred  by  the  holder or
transferees)  and charges payable in connection with the preparation, execution,
and  delivery  of  Warrants  pursuant  to  this  Paragraph  7.

(E)     REGISTER.  The  Company  shall  maintain,  at  its  principal  executive
        --------
offices  (or  such  other office or agency of the Company as it may designate by
notice  to the holder hereof), a register for this Warrant, in which the Company
shall  record  the name and address of the person in whose name this Warrant has
been  issued,  as well as the name and address of each transferee and each prior
owner  of  this  Warrant.

(F)     EXERCISE  OR  TRANSFER  WITHOUT  REGISTRATION.  If,  at  the time of the
        ---------------------------------------------
surrender of this Warrant in connection with any exercise, transfer, or exchange
of  this  Warrant,  this  Warrant  (or, in the case of any exercise, the Warrant
Shares  issuable hereunder), shall not be registered under the Securities Act of
1933, as amended (the "Securities Act") and under applicable state securities or
blue  sky  laws,  the  Company  may  require,  as  a  condition of allowing such
exercise,  transfer,  or  exchange,  (i)  that  the holder or transferee of this
Warrant,  as  the  case  may  be,  furnish  to  the Company a written opinion of
counsel,  which opinion and counsel are acceptable to the Company, to the effect
that such exercise, transfer, or exchange may be made without registration under
said  Act  and under applicable state securities or blue sky laws, (ii) that the
holder  or transferee execute and deliver to the Company an investment letter in
form and substance acceptable to the Company and (iii) that the transferee be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act; provided that no such opinion, letter or status as an "accredited investor"
shall  be  required in connection with a transfer pursuant to Rule 144 under the
Securities  Act.  The  first  holder  of this Warrant, by taking and holding the
same,  represents  to the Company that such holder is acquiring this Warrant for
investment  and  not  with  a  view  to  the  distribution  thereof.

8.     REGISTRATION  RIGHTS.  The  initial  holder  of this Warrant (and certain
       --------------------
assignees  thereof)  is  entitled  to the benefit of such registration rights in
respect  of the Warrant Shares as are set forth in Section 2 of the Registration
Rights  Agreement.

9.     NOTICES.  All  notices,  requests,  and other communications required or
       -------
permitted to be given or delivered hereunder to the holder of this Warrant shall
be  in writing, and shall be personally delivered, or shall be sent by certified
or  registered mail or by recognized overnight mail courier, postage prepaid and
addressed,  to  such holder at the address shown for such holder on the books of
the  Company,  or  at  such  other  address  as shall have been furnished to the
Company  by  notice  from  such  holder.  All  notices,  requests,  and  other
communications  required  or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid  and  addressed,  to  the  office  of  the  Company at 6401 South Boston
Street-Villa Q205, Englewood, Colorado 80111, Attention: Chairman, President and
Chief  Executive  Officer, or at such other address as shall have been furnished
to  the  holder  of  this  Warrant by notice from the Company.  Any such notice,
request, or other communication may be sent by facsimile, but shall in such case
be subsequently confirmed by a writing personally delivered or sent by certified
or  registered  mail  or by recognized overnight mail courier as provided above.
All  notices,  requests,  and  other communications shall be deemed to have been
given  either  at  the  time  of  the  receipt thereof by the person entitled to
re-ceive  such  notice  at  the  address  of  such  person  for purposes of this
Paragraph  9, or, if mailed by registered or certified mail or with a recognized
overnight  mail  courier upon deposit with the United States Post Office or such
overnight  mail  courier,  if  postage  is  prepaid  and the mailing is properly
addressed,  as  the  case  may  be.

10.     GOVERNING  LAW.  THIS  WARRANT  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 WITH 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 IN NEW YORK,
NEW  YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, 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  WARRANT  SHALL  BE  RESPONSIBLE  FOR  ALL  FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY  THE  PREVAILING  PARTY  IN CONNECTION WITH SUCH
DISPUTE.

11.     MISCELLANEOUS.
        -------------
(A)     AMENDMENTS.  This  Warrant  and any provision hereof may only be amended
        ----------
by  an  instrument  in  writing  signed  by  the  Company and the holder hereof.

(B)     DESCRIPTIVE  HEADINGS.  The  descriptive  headings  of  the  several
        ---------------------
paragraphs  of  this  Warrant  are inserted for purposes of reference only, and
shall  not  affect  the meaning or construction of any of the provisions hereof.

(C)     CASHLESS  EXERCISE.  Notwithstanding  anything to the contrary contained
        ------------------
in  this  Warrant, if the resale of the Warrant Shares by the holder is not then
registered  pursuant to an effective registration statement under the Securities
Act, this Warrant may be exercised by presentation and surrender of this Warrant
to  the  Company at its principal executive offices with a written notice of the
holder's intention to effect a cashless exercise, including a calculation of the
number  of  shares of Common Stock to be issued upon such exercise in accordance
with  the  terms  hereof  (a  "Cashless  Exercise").  In the event of a Cashless
Exercise,  in  lieu  of  paying  the  Exercise  Price  in cash, the holder shall
surrender  this  Warrant for that number of shares of Common Stock determined by
multiplying the number of Warrant Shares to which it would otherwise be entitled
by  a  fraction, the numerator of which shall be the difference between the then
current  Market Price per share of the Common Stock and the Exercise Price,  and
the  denominator  of  which  shall be the then current Market Price per share of
Common  Stock.  For example, if the holder is exercising 100,000 Warrants with a
per  Warrant  exercise price of $0.75 per share through a cashless exercise when
the  Common Stock's current Market Price per share is $2.00 per share, then upon
such  Cashless  Exercise  the holder will receive 62,500 shares of Common Stock.

(D)     REMEDIES.  The  Company  acknowledges  that  a  breach  by  it  of  its
        --------
obligations  hereunder  will  cause irreparable harm to the holder, by vitiating
the intent and purpose of the transaction contemplated hereby.  Accordingly, the
Company  acknowledges  that  the  remedy  at law for a breach of its obligations
under  this  Warrant  will be inadequate and agrees, in the event of a breach or
threatened  breach  by  the  Company of the provisions of this Warrant, that the
holder  shall be entitled, in addition to all other available remedies at 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 Warrant and
to  enforce specifically the terms and provisions thereof, without the necessity
of  showing economic loss and without any bond or other security being required.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly  authorized  officer.

MARKETCENTRAL.NET  CORP.


By:  _____________________________
 Paul  Taylor
 Chairman,  President  and
 Chief  Executive  Officer

Dated  as  of  January  31,  2002

<PAGE>

                           FORM OF EXERCISE AGREEMENT

                                             Dated:  ________  __,  200_

To:     MarketCentral.net  Corp.


     The  undersigned,  pursuant  to  the  provisions  set  forth  in the within
Warrant,  hereby  agrees  to purchase ________ shares of Common Stock covered by
such  Warrant,  and  makes  pay-ment  herewith in full therefor at the price per
share provided by such Warrant in cash or by certified or official bank check in
the  amount of, or, if the resale of such Common Stock by the undersigned is not
currently  registered  pursuant to an effective registration statement under the
Securities  Act  of  1933,  as amended, by surrender of securities issued by the
Company  (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant)  equal  to $_________.  Please issue a certificate or certifi-cates for
such  shares  of Common Stock in the name of and pay any cash for any fractional
share  to:

Name:     ______________________________


Signature:
Address:  ____________________________
          _____________________________


Note:     The  above  signature  should  correspond exactly with the name on the
face  of  the  within  Warrant,  if  applicable.

and,  if  said  number  of  shares  of  Common Stock shall not be all the shares
purchasable  under the within Warrant, a new Warrant is to be issued in the name
of  said  undersigned  covering the balance of the shares purchasable thereunder
less  any  frac-tion  of  a  share  paid  in  cash.

<PAGE>
                               FORM OF ASSIGNMENT


     FOR  VALUE  RECEIVED,  the undersigned hereby sells, assigns, and transfers
all  the rights of the undersigned under the within Warrant, with respect to the
number  of  shares  of  Common  Stock covered thereby set forth hereinbelow, to:

Name  of  Assignee               Address                         No  of  Shares
------------------               -------                         --------------



,  and  hereby  irrevocably  constitutes  and  appoints
___________________________________  as  agent and attorney-in-fact to trans-fer
said  Warrant  on  the books of the within-named corporation, with full power of
substitution  in  the  premises.

Dated:

In  the  presence of:                             ______________________________
Name:______________________________

Signature:_________________________
Title  of  Signing  Officer  or  Agent  (if  any):  ------------
          ______________________________
Address:     ______________________________
          ______________________________


Note:     The  above  signature  should  correspond exactly with the name on the
face  of  the  within  Warrant,  if  applicable.