EXHIBIT 10.33




2/1/2002  THIS  NOTE  RELACES  AND  SUPERCEDES  THE  ORIGINAL  NOTE  OF 2/1/2002
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FOR  VALUE  RECEIVED,  $10,000,  the  undersigned,  Paul Taylor ("Maker") hereby
promises  to  pay  to  the order of MarketCentral.net Corp ("Payee"), at Payee's
principal office at 6401 South Boston Street, Suite Q205, Englewood, Colorado or
at  such  other  place  or  places  as  Maker may from time to time designate in
writing,  the  principal  sum  of  $10,000.
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Together  with  interest  on  the principal balance upon maturity outstanding as
hereinafter  set  forth.


A.  Interest Rate.  From the date of this Promissory Note (the "NOTE") until the
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occurrence  of an event set forth in Section C below, the principal balance from
time  to  time  unpaid  shall  bear  interest,  and  Maker  promises to pay such
interest,  at  a rate of Eight percent per annum (8.0%) upon maturity.

After  the  earliest of (i) the Maturity Date (as hereafter defined), whether by
acceleration  or otherwise, (ii) the occurrence of any default in the payment of
any installment of interest on the date due and payable, or (iii) the occurrence
of  any  other  Event  of  Default  (as hereafter defined), hereunder, the total
unpaid  indebtedness  hereunder  shall  bear interest at a rate of Eight percent
(8%)  plus  the  rate  of  interest otherwise chargeable hereunder (the "DEFAULT
RATE").
Interest  shall  be  computed on the basis of a 360 day year and charged for the
actual  number  of  days  elapsed.  Interest  accrued from the date of this Note
shall  be  due  and  payable  on  the  Maturity  Date  (as  hereafter  defined).

B.  Maturity  Date; Payment.  The Maker shall repay the principal amount of this
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Note,  and  any  interest accrued thereon then remaining unpaid, on the Maturity
Date  (as  hereafter  defined).  Notwithstanding  the  foregoing,  the  entire
principal  balance  of  this  Note then outstanding, plus any accrued and unpaid
interest thereon shall be due and payable on the earliest of (a) 2/4/2007  (Five
Years  hence) or (b) such earlier date on which said amount shall become due and
payable on account of acceleration by Payee (the "MATURITY DATE").  Maker agrees
that, on the Maturity Date, Maker will pay to Payee the entire principal balance
of  this  Note  then  outstanding, together with all accrued and unpaid interest
hereunder.
C.  Default; Remedies.  Any one of the following occurrences shall constitute an
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"EVENT OF DEFAULT" under this Note: (i) failure by the Maker to make any payment
of  principal  or  interest  when the same becomes due and payable, said failure
continuing  for thirty (30) days or more; or (ii) if Maker shall fail to pay its
debts,  make  an assignment for the benefit of its creditors, or shall commit an
act  of  bankruptcy, or shall admit in writing its inability to pay its debts as
they  become  due,  or  shall  seek  a  composition,  readjustment, arrangement,
liquidation,  dissolution  or  insolvency proceeding under any present or future
statute or law, or shall file a petition under any chapter of federal Bankruptcy
Code  or  any similar law, state or federal, now or hereafter existing, or shall
become  "insolvent"  as  that  term  is  generally  defined  under  the  Federal
Bankruptcy  Code,  or shall in any involuntary bankruptcy case commenced against
it  file  an  answer  admitting insolvency or inability to pay its debts as they
become  due,  or shall fail to obtain a dismissal of such case within sixty (60)
days  after its commencement or convert the case from one chapter of the Federal
Bankruptcy  Code to another chapter, or be the subject of an order for relief in
such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have
a  custodian,  trustee  or  receiver  appointed  for,  or  have  any  court take
jurisdiction  of  its  property,  or any part thereof, in any proceeding for the
purpose  of  reorganization,  arrangement,  dissolution or liquidation, and such
custodian,  trustee,  liquidator  or  receiver  shall not be discharged, or such
jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days
of  the  appointment.

Upon  occurrence  of  an  Event  of  Default  hereunder,  the entire outstanding
principal balance and any unpaid interest then accrued under this Note, shall at
the  option  of the Payee hereof and without demand or notice of any kind to the
undersigned  or  any  other person (including, but not limited to, any guarantor
now  or  hereafter existing), immediately become and be due and payable in full.
In such event, Payee shall have and may exercise any and all rights and remedies
available  at  law  or  in  equity.

      D.  Assignment.  No assignment of this Note in whole or in part, or of any
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interest  hereunder,  shall  be  effective  or binding upon the Maker until such
transfer  or  assignment shall have been duly recorded on the books of the Maker
to  be  maintained for such purpose, and any transfer or assignment hereof shall
require  surrender hereof to the Maker at its principal office accompanied by an
appropriate  instrument  of  transfer  or assignment in form satisfactory to the
Maker,  provided  that  the Maker may not and cannot be compelled or required to
act or effectuate any such assignment or transfer except after compliance by the
Payee  or holder hereof with securities laws or regulations deemed applicable by
the  Maker.  Neither  may  this  Note  or  any  interest hereunder be pledged or
hypothecated  except  upon  compliance  with  the  foregoing.

            E.  Waiver Amendment.  Maker, for itself and for its successors,
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transferees and assigns hereby irrevocably (i) waives diligence, presentment and
demand  for payment, protest, notice, notice of protest and nonpayment, dishonor
and  notice  of  dishonor and all other demands or notices of any and every kind
whatsoever,  and  (ii)  agrees that this Note and any or all payments coming due
hereunder  may  be  extended  from  time to time in the sole discretion of Payee
hereof  without in any way affecting or diminishing Maker's liability hereunder.

No  extension  of  the time for any payment due hereunder made by agreement with
any  person  now  or  hereafter liable for payment of this Note shall operate to
release,  discharge,  modify, change or affect the original liability under this
Note,  either  in  whole  or  in  part. No delay in the exercise of any right or
remedy  hereunder  by  Payee  shall  be  deemed  to be a waiver of such right or
remedy,  nor  shall  the  exercise  of any right or remedy hereunder by Payee be
deemed an election of remedies or a waiver of any other right or remedy. Without
limiting  the  generality  of  the  foregoing, the failure of the Payee promptly
after  the  occurrence of any default hereunder to exercise its right to declare
the indebtedness remaining unmatured hereunder to be immediately due and payable
shall  not  constitute a waiver of such right while such default continues nor a
waiver  of  such  right  in  connection  with  any  future  default.

     F.  Governing  Law  and  Jurisdiction.  This  Note  has  been  executed and
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delivered  at  Englewood,  Colorado  and  shall  be governed by and construed in
accordance  with  the  internal  laws  of  the  State  of  Texas.


     IN  WITNESS  WHEREOF,  MarketCentral.net  Corp.  has caused this Note to be
executed  and  delivered on its behalf by its President, as of the date and year
first  above  written.



     By:  ___________________________

    PAYEE
     MarketCentral.net  Corp.

     ______________________

      MAKER
      Paul  Taylor