Exhibit 4.2

                           CERTIFICATE OF DESIGNATION,
                          OF THE RIGHTS AND PREFERENCES
                                       OF
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                              MARKET CENTRAL, INC.


      Market Central, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Company"), hereby certifies that the following
resolutions were adopted by the Board of Directors of the Company pursuant to
the authority of the Board of Directors as required by Section 151 of the
Delaware General Corporation Act (the "DGCL").

      RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Company (the "Board of Directors" or the "Board") in
accordance with the provisions of its Articles of Incorporation and Bylaws, each
as amended through the date hereof, the Board of Directors hereby authorizes a
series of the Company's previously authorized Preferred Stock, $.001 par value
(the "Preferred Stock"), and hereby states the designation and number of shares,
and fixes the relative rights, preferences, privileges, powers and restrictions
thereof as follows:

I.    CERTAIN DEFINITIONS

      For purposes of this Certificate of Designation, capitalized terms are
defined in this Certificate of Designation or shall have the following meanings:

      "Change of Control" means the acquisition, directly or indirectly, by any
Person of ownership of, or the power to direct the exercise of voting power with
respect to, a majority of the issued and outstanding voting shares of the
Company.

      "Common Stock" means the common stock of the Company, par value $.001 per
share.

      "Issuance Date" means the date of the Closing under the Convertible
Preferred Stock Purchase Agreement with respect to the initial issuance of the
Series B Preferred Stock.

      "Per Share Market Value" of the Common Stock means on any particular date
(a) the last sale price of shares of Common Stock on such date or, if no such
sale takes place on such date, the last sale price on the most recent prior
date, in each case as officially reported on the principal national securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if the Common Stock is not then listed or admitted to trading on any national
securities exchange, the closing bid price per share as reported by Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on the Nasdaq,
the closing bid price per share of the Common Stock on such date as reported on
the OTCBB or if there is no such price on such date, then the last bid price on
the date nearest preceding such date, or (d) if the Common Stock is not quoted
on the OTCBB, the closing bid price for a share of Common Stock on such date in
the over-the-counter market as reported by the Pinksheets LLC (or similar
organization or agency succeeding to its functions of reporting prices) or if
there is no such price on such date, then the last bid price on the date nearest
preceding such date, or (e) if the Common Stock is no longer publicly traded,
the fair market value of a share of the Common Stock as determined by an
Appraiser (as defined in the Certificate of Designation) selected in good faith
by the holders of a majority of the Series B Preferred Stock; provided, however,
that the Company, after receipt of the determination by such Appraiser, shall
have the right to select an additional Appraiser, in which case, the fair market
value shall be equal to the average of the determinations by each such
Appraiser.

      "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

      "Purchase Agreement" means the Convertible Preferred Stock Purchase
Agreement dated March 24, 2004, by and between the Company and the purchaser set
forth in Schedule 1 thereto (the "Purchaser").


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<PAGE>


      "Redemption Price" means the Stated Value of any share of Series B
Preferred Stock that is subject to redemption.

      "Trading Day" means (a) a day on which the Common Stock is quoted on the
OTCBB or principal stock exchange on which the Common Stock has been listed, or
(b) if the Common Stock is not quoted on the OTCBB or any stock exchange, a day
on which the Common Stock is quoted in the over-the-counter market, as reported
by the National Association of Securities Dealers, Inc. ("NASD"), or (c) if the
Common Stock is not quoted on the NASD, a day on which the Common Stock is
quoted in the over-the-counter market as reported by the Pinksheets LLC (or any
similar organization or agency succeeding its functions of reporting prices).

                           II. DESIGNATION AND AMOUNT

      The designation of this series, which consists of three hundred fifty
thousand (350,000) shares of Preferred Stock, is the Series B Convertible
Preferred Stock (the "Series B Preferred Stock") and the stated value shall be
U.S. ten dollars ($10.00) per share (the "Stated Value").

                                 III. DIVIDENDS

      The holder of the shares of Series B Preferred Stock as they appear on the
stock records of the Company ("Holder" or "Holders") shall not be entitled to
receive any dividends.

                                 IV. CONVERSION

      (a) Each outstanding share of Series B Preferred Stock shall be
convertible into the number of shares of Common Stock determined by dividing the
Stated Value by the Conversion Price as defined below, and subject to the
Limitation on Conversion in Section 4.13 of the Purchase Agreement, at the
option of the Holder in whole or in part, at any time commencing on or after the
Issuance Date; provided that, any conversion under this Section IV(a) shall be
for a minimum Stated Value of $10,000.00 of Series B Preferred Stock. The Holder
shall effect conversions by sending the form of conversion notice attached
hereto as Appendix I (the "Notice of Conversion") in the manner set forth in
Section IV(j). Each Notice of Conversion shall specify the Stated Value of
Series B Preferred Stock to be converted. The date on which such conversion is
to be effected (the "Conversion Date") shall be on the date the Notice of
Conversion is delivered pursuant to Section IV(j) hereof. Except as provided
herein, each Notice of Conversion, once given, shall be irrevocable. If the
Holder is converting less than all of the shares represented by a certificate
for the Series B Preferred Stock tendered by the Holder in the Notice of
Conversion, the Company shall deliver to the Holder a new Series B Preferred
Stock certificate for such number of shares as has not been converted within
five (5) Business Days of the Company's receipt of the original certificate of
Series B Preferred Stock and Notice of Conversion. Upon the entire conversion of
the Series B Preferred Stock or the redemption of the Series B Preferred Stock,
the certificates for such Series B Preferred Stock shall be returned to the
Company for cancellation.

      (b) Not later than ten (10) Business Days after the Conversion Date, the
Company will deliver to the Holder (i) a certificate or certificates
representing the number of shares of Common Stock being acquired upon the
conversion of the Series B Preferred Stock and (ii) once received from the
Company, the number of shares of Series B Preferred Stock equal to the number of
shares of the Series B Preferred Stock not converted; provided, however, that
the Company shall not be obligated to issue certificates evidencing the shares
of Common Stock issuable upon conversion of any Series B Preferred Stock until
the Series B Preferred Stock are either delivered for conversion to the Company
or any transfer agent for the Series B Preferred Stock or Common Stock, or the
Holder notifies the Company that such Series B Preferred Stock certificates have
been lost, stolen or destroyed and provides an agreement reasonably acceptable
to the Company to indemnify the Company from any loss incurred by it in
connection therewith. In the case of a conversion pursuant to a Notice of
Conversion, if such certificate or certificates are not delivered by the date
required under this Section IV(b), the Holder shall be entitled, by providing
written notice to the Company at any time on or before its receipt of such
certificate or certificates thereafter, to rescind such conversion, in which
event the Company shall immediately return the Series B Preferred Stock tendered
for conversion.

      (c) Intentionally omitted.


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<PAGE>


      (d) (i) The Conversion Price for each share of Series B Preferred Stock in
effect on any Conversion Date shall be the LESSER of (a) one dollar and seventy
five cents ($1.75) (the "Fixed Conversion Price") or (b) eighty percent (80%) of
the lowest closing bid price for the Common Stock in the ten (10) business days
preceding the date of conversion, but in no event less than fifty percent (50%)
of the Fixed Conversion Price (the "Floating Conversion Price"). For purposes of
determining the closing bid price on any day, reference shall be to the closing
bid price for a share of Common Stock on such date on the NASD OTC Bulletin
Board, as reported on Bloomberg, L.P. (or similar organization or agency
succeeding to its functions of reporting prices).

            (ii) If the Company, at any time while any Series B Preferred Stock
are outstanding, (a) shall pay a stock dividend or otherwise make a distribution
or distributions on shares of its Junior Securities (as defined below) payable
in shares of its capital stock (whether payable in shares of its Common Stock or
of capital stock of any class), (b) subdivide outstanding shares of Common Stock
into a larger number of shares, (c) combine outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification of shares of
Common Stock any shares of capital stock of the Company, the Fixed Conversion
Price designated in Section IV(d)(i) shall be multiplied by a fraction of which
the numerator shall be the number of shares of Common Stock of the Company
outstanding before such event and of which the denominator shall be the number
of shares of Common Stock outstanding after such event. Any adjustment made
pursuant to this Section IV(d)(ii) shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or reclassification.

            (iii) If, at any time while any of the Series B Preferred Stock is
outstanding, the Company issues or sells shares of Common Stock, or options,
warrants or other rights to subscribe for or purchase shares of Common Stock at
a price per share that is less than fifty percent (50%) of the Fixed Conversion
Price (the "Floor Conversion Price"), then the Floor Conversion Price shall be
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding on the date of
issuance of such shares, options, warrants or rights plus the number of shares
which the aggregate offering price of the total number of shares so offered
would purchase at such Floor Conversion Price, and the denominator of which
shall be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding on the date of issuance of such options, rights or warrants
plus the number of additional shares of Common Stock offered for subscription or
purchase. There will be no adjustment of the Fixed Conversion Price under this
subsection IV(d)(iii) if (A) warrants or options are issued to employees or
consultants of the Company for services rendered or to be rendered to the
Company or if Common Stock is issued upon the exercise of such warrants or
options, or (B) other options, warrants or rights to subscribe for or purchase
common stock that, in any case, are issued at an exercise or subscription price
that is equal to or greater than the Floor Conversion Price.

            (iv) If the Company, at any time while Series B Preferred Stock are
outstanding, shall distribute to all holders of Common Stock (and not to Holders
of Series B Preferred Stock) evidences of its indebtedness or assets or rights
or warrants to subscribe for or purchase any security then in each such case the
Conversion Price at which each Series B Preferred Stock shall thereafter be
convertible shall be determined by multiplying the Fixed Conversion Price in
effect immediately prior to the record date fixed for determination of
stockholders entitled to receive such distribution by a fraction of which the
denominator shall be the Per Share Market Value of Common Stock determined as of
the record date mentioned above, and of which the numerator shall be such Per
Share Market Value of the Common Stock on such record date less the then fair
market value at such record date of the portion of such assets or evidence of
indebtedness so distributed applicable to one outstanding share of Common Stock
as determined by the Board of Directors in good faith; provided, however that in
the event of a distribution exceeding ten percent (10%) of the net assets of the
Company, such fair market value shall be determined by a nationally recognized
or major regional investment banking firm or firm of independent certified
public accountants of recognized standing (which may be the firm that regularly
examines the financial statements of the Company) (an "Appraiser") selected in
good faith by the Holders of a majority of the principal amount of the Series B
Preferred Stock then outstanding; and provided, further, that the Company, after
receipt of the determination by such Appraiser shall have the right to select an
additional Appraiser, in which case the fair market value shall be equal to the
average of the determinations by each such Appraiser. In either case the
adjustments shall be described in a statement provided to the Holder and all
other Holders of Series B Preferred Stock of the portion of assets or evidences
of indebtedness so distributed or such subscription rights applicable to one
share of Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after the record
date mentioned above.


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<PAGE>


            (v) All calculations under this Article IV shall be made to the
nearest 1/1000th of a cent or the nearest 1/1000th of a share, as the case may
be. Any calculation over .005 shall be rounded up to the next cent or share and
any calculation less than .005 shall be rounded down to the previous cent or
share.

            (vi) In the event the Fixed Conversion Price is not adjusted
pursuant to Section IV(d)(ii), (iii), (iv), or (v), within ten (10) Business
Days following the occurrence of an event described therein, and is still not
adjusted following thirty (30) days notice from the Holder to the Company
requesting that such adjustment be made, then the Holder shall have the right to
require the Company to redeem all of the Holder's Series B Preferred Stock at
the Stated Value of such Holder's Series B Preferred Stock, and the Company
shall pay such amount to the Holder pursuant to the written instructions
provided by the Holder.

            (vii) Whenever the Fixed Conversion Price is adjusted pursuant to
Section IV(d)(ii), (iii), (iv) or (v), the Company shall within two (2) days
after the determination of the new Fixed Conversion Price mail and fax to the
Holder and to each other Holder of Series B Preferred Stock, a notice setting
forth the Fixed Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.

            (viii) In case of any reclassification of the Common Stock, any
consolidation or merger of the Company with or into another person, the sale or
transfer of all or substantially all of the assets of the Company or any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property, then each holder of Series B Preferred Stock
then outstanding shall have the right thereafter to convert such Series B
Preferred Stock only into the shares of stock and other securities and property
receivable upon or deemed to be held by holders of Common Stock following such
reclassification, consolidation, merger, sale, transfer or share exchange
(except in the event the property is cash, then the Holder shall have the right
to convert the Series B Preferred Stock and receive cash in the same manner as
other stockholders), and the Holder shall be entitled upon such event to receive
such amount of securities or property as the shares of the Common Stock into
which such Series B Preferred Stock could have been converted immediately prior
to such reclassification, consolidation, merger, sale, transfer or share
exchange would have been entitled. The terms of any such consolidation, merger,
sale, transfer or share exchange shall include such terms so as to continue to
give to the holder the right to receive the securities or property set forth in
this Section IV(d)(viii) upon any conversion following such consolidation,
merger, sale, transfer or share exchange. This provision shall similarly apply
to successive reclassifications, consolidations, mergers, sales, transfers or
share exchanges. Notwithstanding the foregoing, in the event of any merger,
consolidation or change of control of the Company, then as provided in the
Purchase Agreement, the Company shall have the right to demand that the Holder
convert all Series B Preferred Stock then held by the Purchaser into Common
Stock upon the terms and conditions set forth in this Certificate of
Designation. If the Holder does not comply with such demand, the Company may
redeem all Series B Preferred Stock held by the Purchaser at their Stated Value.

            (ix) If:

                        (A)   the Company shall declare a dividend (or any other
                              distribution) on its Common Stock; or

                        (B)   the Company shall declare a special nonrecurring
                              cash dividend on or a redemption of its Common
                              Stock; or

                        (C)   the Company shall authorize the granting to all
                              holders of the Common Stock rights or warrants to
                              subscribe for or purchase any shares of capital
                              stock of any class or of any rights; or

                        (D)   the approval of any stockholders of the Company
                              shall be required in connection with any
                              reclassification of the Common Stock of the
                              Company (other than a subdivision or combination
                              of the outstanding shares of Common Stock), any
                              consolidation or merger to which the Company is a
                              party, any sale or transfer of all or
                              substantially all of the assets of the Company, or
                              any compulsory share exchange whereby the Common
                              Stock is converted into other securities, cash or
                              property; or


                                       36
<PAGE>


                        (E)   the Company shall authorize the voluntary or
                              involuntary dissolution, liquidation or winding-up
                              of the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Series B Preferred Stock, and shall cause to be
mailed and faxed to the Holders of Series B Preferred Stock at their last
addresses as it shall appear upon the Series B Preferred stock register, at
least thirty (30) calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined, or (y) the date on which
such reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding-up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding-up; provided,
however, that the failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action required
to be specified in such notice.

      (e) If at any time conditions shall arise by reason of action or inaction
taken by the Company which in the opinion of the Board of Directors are not
adequately covered by the other provisions hereof and which might materially and
adversely affect the rights of the Holders of Series B Preferred Stock
(different than or distinguished from the effect generally on rights of holders
of any class of the Company's capital stock), the Company shall, at least thirty
(30) calendar days prior to the effective date of such action, mail and fax a
written notice to each Holder of Series B Preferred Stock briefly describing the
action contemplated and the material adverse effects of such action on the
rights of such Holders and an Appraiser selected by the Holders of majority of
the outstanding Series B Preferred Stock shall give its opinion as to the
adjustment, if any (not inconsistent with the standards established in this
Article IV), of the Fixed Conversion Price (including, if necessary, any
adjustment as to the securities into which Series B Preferred Stock may
thereafter be convertible) and any distribution which is or would be required to
preserve without diluting the rights of the Holders of Series B Preferred Stock;
provided, however, that the Company, after receipt of the determination by such
Appraiser, shall have the right to select an additional Appraiser, in which case
the adjustment shall be equal to the average of the adjustments recommended by
each such Appraiser. The Board of Directors shall make the adjustment
recommended forthwith upon the receipt of such opinion or opinions or the taking
of any such action contemplated, as the case may be; provided, however, that no
such adjustment of the Fixed Conversion Price shall be made which in the opinion
of the Appraiser(s) giving the aforesaid opinion or opinions would result in an
increase of the Fixed Conversion Price.

      (f) The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued Common Stock solely for the purpose
of issuance upon conversion of Series B Preferred Stock as herein provided, free
from preemptive rights or any other actual contingent purchase rights of persons
other than the Holders of Series B Preferred Stock, such number of shares of
Common Stock as shall be issuable (taking into account the adjustments and
restrictions of Section IV(d) and Section IV(e) hereof) upon the conversion of
all outstanding shares of Series B Preferred Stock. The Company covenants that
all shares of Common Stock that shall be so issuable shall, upon issue, be duly
and validly authorized, issued and fully paid and nonassessable.

      (g) No fractional shares of Common Stock shall be issuable upon a
conversion hereunder and the number of shares to be issued shall be rounded up
to the nearest whole share. If a fractional share interest arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by issuing the Holder an additional full share of Common Stock.

      (h) The issuance of certificates for shares of Common Stock on conversion
of Series B Preferred Stock shall be made without charge to the Holder for any
documentary stamp or similar taxes that may be payable in respect of the issue
or delivery of such certificate, provided that the Company shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate upon conversion in a name other
than that of the Holder and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.


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      (i) Series B Preferred Stock converted into Common Stock shall be canceled
upon conversion.

      (j) Each Notice of Conversion shall be given by facsimile to the Company
no later than 4:00 pm New York time. Any such notice shall be deemed given and
effective upon the transmission of such facsimile at the facsimile telephone
number specified in the Purchase Agreement. In the event that the Company
receives the Notice of Conversion after 4:00 p.m. New York time, the Conversion
Date shall be deemed to be the next Business Day. In the event that the Company
receives the Notice of Conversion after the end of the Business Day, notice will
be deemed to have been given the next Business Day.

                        V. EVENTS OF DEFAULT AND REMEDIES

      (a) "Event of Default", wherever used herein, means any one of the
following events:

            (i) the Company shall fail to observe or perform any material
covenant, agreement or warranty contained in this Series B Preferred Stock
Certificate of Designation, and such failure shall not have been remedied within
ten (10) Business Days after the date on which written notice of such failure
shall have been given;

            (ii) the occurrence of any material breach or event of default by
the Company under the Purchase Agreement or any other Transaction Document (as
defined in the Purchase Agreement) and such material breach or event of default
shall not have been remedied within the applicable cure period provided for
therein, but in any event, not less than ten (10) days after the date on which
written notice of such failure shall have been given;

            (iii) the Company or any of its subsidiaries shall commence a
voluntary case under the United States Bankruptcy Code as now or hereafter in
effect or any successor thereto (the "Bankruptcy Code"); or an involuntary case
is commenced against the Company under the Bankruptcy Code and the Company fails
to pursue dismissal of the case within sixty (60) days after commencement of the
case; or the Company commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Company or there is commenced against the Company any
such proceeding and the Company fails to pursue dismissal of the case within
sixty (60) days after commencement of the case; or the Company suffers any
appointment of any custodian or the like for it or any substantial part of its
property and the Company fails to pursue dismissal of the custodian within sixty
(60) days after the appointment; or the Company makes a general assignment for
the benefit of creditors; or any corporate or other action is taken by the
Company for the purpose of effecting any of the foregoing;

            (iv) trading in the common stock of the Company shall have been
suspended, delisted, or otherwise ceased by the Securities and Exchange
Commission or the NASD or other exchange or the Nasdaq (whether the National
Market or otherwise), and trading is not reinstated within thirty (30) Trading
Days, except for (i) any suspension of trading of limited duration solely to
permit dissemination of material information regarding the Company, and trading
is reinstated promptly after such dissemination and (ii) any general suspension
of trading for all companies trading on such exchange or market or OTCBB; or

            (v) the Company shall issue a press release, or otherwise make
publicly known, that it is not honoring properly executed Notice of Conversions
for any reason whatsoever.

      (b) If any Event of Default occurs and continues, beyond any cure period,
if any, then so long as such Event of Default shall then be continuing any
Holder may, by notice to the Company, demand redemption of the shares of Series
B Preferred Stock held by such Holder at the Redemption Price (as defined
herein), and such Holder may immediately and without expiration of any grace
period enforce any and all of its rights and remedies hereunder and all other
remedies available to it under applicable law. Such declaration may be rescinded
and annulled by such Holder at any time prior to payment hereunder. No such
rescission or annulment shall affect any subsequent Event of Default or impair
any right consequent thereon. This shall include, but not be limited to the
right to temporary, preliminary and permanent injunctive relief without the
requirement of posting any bond or undertaking.


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<PAGE>


      (c) Such Holder may thereupon proceed to protect and enforce its rights
either by suit in equity, or by action at law, or by other appropriate
proceedings whether for the specific performance (to the extent permitted by
law) of any covenant or agreement contained in this Series B Preferred Stock
Certificate of Designation or in aid of the exercise of any power granted in
this Series B Preferred Stock Certificate of Designation, and proceed to enforce
the redemption of any of the Series B Preferred Stock held by it, and to enforce
any other legal or equitable right of such Holder.

      (d) To effectuate the terms and provisions of this Certificate of
Designation of Series B Preferred Stock, the Holder may send notice of any
default to the Attorney-in-Fact (as defined in the Purchase Agreement) and send
a copy of such notice to the Company and its counsel, simultaneously, and
request the Attorney-in-Fact, to comply with the terms of this Certificate of
Designation of Series B Preferred Stock and the Purchase Agreement and all
agreements entered into pursuant to the Purchase Agreement on behalf of the
Company.

                                 VI. REDEMPTION

      (a) Except as provided in this section VI (a), neither the holder nor the
Company may demand that the Series B Preferred Stock be redeemed. Until all of
the Series B Preferred Stock has been converted, in the event that the Company
engages in a single transaction or a series of related transactions that cause
it to (i) consolidate with or merge with or into any other Person, (ii) permit
any other Person to consolidate with or merge into it, or (iii) undergo a Change
in Control, then at the option of the Company exercisable by giving thirty (30)
days written notice to the Holder, the Company may request that the Holder
convert all shares of Series B Preferred Stock then held by the Holder into
Common Stock upon the terms and conditions set forth in this Certificate of
Designation. If the Holder does not comply with such request, the Company may
redeem all Series B Preferred Stock held by the Purchaser at their Stated Value
(the "Redemption Price"). The Company is not obligated to provide for redemption
of the Series B Preferred Stock through a sinking fund.

      (b) Shares of Series B Preferred Stock which have been redeemed or
converted shall be deemed retired pursuant to the DGCL and shall thereafter
resume the status of authorized and unissued shares of Preferred Stock,
undesignated as to series, and may be redesignated and reissued as part of any
new series of Preferred Stock other than Series B Preferred Stock.

      (c) No redemption shall be made and no sum set aside for such redemption
at any time that the terms or provisions of any indenture or agreement of the
Company, including any agreement relating to indebtedness, specifically
prohibits such redemption or setting aside or provides that such redemption or
setting aside would constitute a breach or default thereunder (after notice or
lapse of time or both), except with the written consent of the lender or other
parties to said agreement as the case may be.

      (f) If any redemption shall at any time be prohibited by the DGCL, the
same shall be deferred until such time as the redemption can occur in full
compliance with such statute.

      (g) In the event the Company shall redeem shares of Series B Preferred
Stock as provided herein, notice of such redemption shall be given by first
class mail, postage prepaid, or by confirmed facsimile transmission, not less
than thirty (30) business days prior to the date fixed by the Board for
redemption to each holder of Series B Preferred Stock at the address that
appears on the Company's stock record books; provided, however, that no failure
to provide such notice nor any defect therein shall affect the validity of the
redemption proceeding except as to the holder to whom the Company has failed to
send such notice or whose notice was defective. Each notice shall state (i) the
redemption date, (ii) the number of shares of Series B Preferred Stock to be
redeemed; (iii) the Redemption Price; and (iv) the place or places where
certificates for shares of Series B Preferred Stock are to be surrendered for
payment. When notice has been provided as aforesaid then from and after the
redemption date (unless default shall be made by the Company in providing money
for the payment of the Redemption Price of the shares called for redemption)
said shares shall no longer be deemed to be outstanding and all rights of the
holders thereof shall cease (other than the right to receive the Redemption
Price or common Stock with respect to converted Series B Preferred Stock). Upon
surrender of the certificates for Series B Preferred Stock accompanied by
appropriate stock powers, the shares shall be redeemed by the Company at the
Redemption Price.


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<PAGE>


                                    VII. RANK

      The Series B Preferred Stock shall, as to redemptions and the distribution
of assets upon liquidation, dissolution or winding up of the Company, rank (i)
prior to the Company's Common Stock; (ii) prior to any class or series of
capital stock of the Company hereafter created that, by its terms, ranks junior
to the Series B Preferred Stock ("Junior Securities"); (iii) junior to any class
or series of capital stock of the Company hereafter created (with the consent of
the holders of a majority of the outstanding Series B Preferred Stock) which by
its terms ranks senior to the Series B Preferred Stock ("Senior Securities");
and (iv) pari passu with any other series of preferred stock of the Company
hereafter created (with the consent of the holders of a majority of the
outstanding Series B Preferred Stock) which by its terms ranks on a parity
("Pari Passu Securities") with the Series B Preferred Stock. The Series B
Preferred Stock shall rank Pari Passu with the Company's Series A Preferred
Stock upon distribution of assets upon liquidation in the manner provided in
Article VIII.

                          VIII. LIQUIDATION PREFERENCE

      If the Company shall commence a voluntary case under the U.S. Federal
bankruptcy laws or any other applicable bankruptcy, insolvency or similar law,
or consent to the entry of an order for relief in an involuntary case under any
law or to the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Company or of any
substantial part of its property, or make an assignment for the benefit of its
creditors, or admit in writing its inability to pay its debts generally as they
become due, or if a decree or order for relief in respect of the Company shall
be entered by a court having jurisdiction in the premises in an involuntary case
under the U.S. Federal bankruptcy laws or any other applicable bankruptcy,
insolvency or similar law resulting in the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and any such decree or order shall
be unstayed and in effect for a period of sixty (60) consecutive days and, on
account of any such event, the Company shall liquidate, dissolve or wind up, or
if the Company shall otherwise liquidate, dissolve or wind up, including, but
not limited to, the sale or transfer of all or substantially all of the
Company's assets in one transaction or in a series of related transactions (a
"Liquidation Event"), no distribution shall be made to the holders of any shares
of capital stock of the Company (other than Senior Securities and Pari Passu
Securities) upon liquidation, dissolution or winding up unless prior thereto the
Holders of shares of Series A Preferred Stock and Series B Preferred Stock shall
have received the Liquidation Preference (as defined below) with respect to each
share. If, upon the occurrence of a Liquidation Event, the assets and funds
available for distribution among the Holders of the Series A Preferred Stock,
Series B Preferred Stock and Holders of Pari Passu Securities shall be
insufficient to permit the payment to such holders of the preferential amounts
payable thereon, then the entire assets and funds of the Company legally
available for distribution to the Series A Preferred Stock, Series B Preferred
Stock and the Pari Passu Securities shall be distributed ratably among such
shares in proportion to the ratio that the Liquidation Preference payable on
each such share bears to the aggregate Liquidation Preference payable on all
such shares. The purchase or redemption by the Company of stock of any class, in
any manner permitted by law, shall not, for the purposes hereof, be regarded as
a liquidation, dissolution or winding up of the Company. Neither the
consolidation or merger of the Company with or into any other entity nor the
sale or transfer by the Company of substantially all of its assets shall, for
the purposes hereof, be deemed to be a liquidation, dissolution or winding up of
the Company. The "Liquidation Preference" with respect to a share of Series A
Preferred Stock means an amount equal to the Series A Liquidation Value thereof
as defined in the Certificate of Designation of the Series A Preferred Stock..
The "Liquidation Preference" with respect to a share of Series B Preferred Stock
means an amount equal to fifty percent (50%) of the Stated Value thereof,
provided, however, that after the holders of the Series A Preferred Stock, the
Series B Preferred Stock and Pari Passu Securities have received the Liquidation
Preference with respect to their shares, the holders of the Series B Preferred
Stock shall receive an additional distribution equal to fifty percent (50%) of
the Stated Value of the Series B Preferred Stock before any distribution shall
be made to the holders of any other shares of capital stock of the Company. The
Liquidation Preference with respect to any Pari Passu Securities shall be as set
forth in the Certificate of Designation filed in respect thereof.


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<PAGE>


                                IX. VOTING RIGHTS

      The Holders of the Series B Preferred Stock have no voting power
whatsoever, except as provided by the DGCL. To the extent that under the DGCL
the vote of the Holders of the Series B Preferred Stock, voting separately as a
class or series, as applicable, is required to authorize a given action of the
Company, the affirmative vote or consent of the Holders of at least a majority
of the then outstanding shares of the Series B Preferred Stock represented at a
duly held meeting at which a quorum is present or by written consent of the
Holders of at least a majority of the then outstanding shares of Series B
Preferred Stock (except as otherwise may be required under the DGCL) shall
constitute the approval of such action by the class. To the extent that under
the DGCL Holders of the Series B Preferred Stock are entitled to vote on a
matter with holders of Common Stock, voting together as one class, each share of
Series B Preferred Stock shall be entitled to a number of votes equal to the
number of shares of Common Stock into which it is then convertible (subject to
the limitations contained in Article IV) using the record date for the taking of
such vote of shareholders as the date as of which the Conversion Price is
calculated.

                                X. MISCELLANEOUS

      (a) If any shares of Series B Preferred Stock are converted pursuant to
Article IV, the shares so converted shall be canceled, shall return to the
status of authorized, but unissued preferred stock of no designated series.

      (b) Upon receipt by the Company of (i) evidence of the loss, theft,
destruction or mutilation of any Preferred Stock certificate(s) and (ii) (y) in
the case of loss, theft or destruction, of indemnity (without any bond or other
security) reasonably satisfactory to the Company, or (z) in the case of
mutilation, upon surrender and cancellation of the Preferred Stock
certificate(s), the Company shall execute and deliver new Preferred Stock
certificate(s) of like tenor and date. However, the Company shall not be
obligated to reissue such lost or stolen Preferred Stock certificate(s) if the
Holder contemporaneously requests the Company to convert such Series B Preferred
Stock.

      (c) Upon submission of a Notice of Conversion by a Holder of Series B
Preferred Stock, (i) the shares covered thereby shall be deemed converted into
shares of Common Stock and (ii) the Holder's rights as a Holder of such
converted shares of Series B Preferred Stock shall cease and terminate,
excepting only the right to receive certificates for such shares of Common Stock
and to any remedies provided herein or otherwise available at law or in equity
to such Holder because of a failure by the Company to comply with the terms of
this Certificate of Designation. Notwithstanding the foregoing, if a Holder has
not received certificates for all shares of Common Stock prior to the tenth
(10th) business day after the expiration of the Delivery Period with respect to
a conversion of Series B Preferred Stock for any reason, then (unless the Holder
otherwise elects to retain its status as a holder of Common Stock by so
notifying the Company within five (5) business days after the expiration of such
ten (10) business day period) the Holder shall regain the rights of a Holder of
Series B Preferred Stock with respect to such unconverted shares of Series B
Preferred Stock and the Company shall, as soon as practicable, return such
unconverted shares to the Holder. In all cases, the Holder shall retain all of
its rights and remedies for the Company's failure to convert Series B Preferred
Stock.

      (d) The remedies provided in this Certificate of Designation shall be
cumulative and in addition to all other remedies available under this
Certificate of Designation, at law or in equity (including a decree of specific
performance and/or other injunctive relief), and nothing herein shall limit a
Holder's right to pursue actual damages for any failure by the Company to comply
with the terms of this Certificate of Designation. The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the
Holders of Series B Preferred Stock and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees, in the event of any such
breach or threatened breach, that the Holders of Series B Preferred Stock shall
be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.

      (e) Whenever the Company is obligated to purchase or redeem a Holder's
Series B Preferred Stock, and the Redemption Price is not paid to the Holder by
the tenth (10th) day after the Redemption Price is due and payable to such
Holder, the Company shall thereafter pay interest to such Holder on the unpaid
portion of the Redemption Price at the rate of ten percent (10%) per annum,
compounded annually, until the Redemption Price is paid in full.


                                       41
<PAGE>


      IN WITNESS WHEREOF, the undersigned, being the President and Secretary of
Market Central, Inc., hereby declare under penalty of perjury that the foregoing
is a true and correct copy of the Certificate of Designation of the Rights and
Preferences of the Series B Convertible Preferred Stock of Market Central, Inc.
duly adopted by the Board of Directors of Market Central, Inc. on March 23,
2004, and this Certificate of Designation is executed by the undersigned on
behalf of Market Central, Inc. this 24th day of March, 2004.


                                       Market Central, Inc.

                                       By:  ____________________________
                                            William Goldstein, Co-Chairman

                                       By:  ___________________________
                                            Marc Bercoon, Assistant Secretary



                                       42
<PAGE>

                                   APPENDIX I


                              NOTICE OF CONVERSION
                          AT THE ELECTION OF THE HOLDER


(To be Executed by the Registered Holder
in order to Convert the Series B Preferred Stock of Market Central, Inc.)

The undersigned hereby irrevocably elects to convert the Series B Preferred
Stock into shares of Common Stock, par value $.001 per share (the "Common
Stock"), of Market Central, Inc. (the "Company") according to the provisions of
the Certificate of Designation hereof, as of the date written below. If shares
are to be issued in the name of a person other than undersigned, the undersigned
will pay all transfer taxes payable with respect thereto and is delivering
herewith such certificates and opinions as reasonably requested by the Company
in accordance therewith.


Conversion calculations:
                         -------------------------------------------------------
                            Date to Effect Conversion


                         -------------------------------------------------------
                            Number of Shares to be Converted


                         -------------------------------------------------------
                            Applicable Conversion Price


                         -------------------------------------------------------
                            Number of Shares to be Issued Upon Conversion


                         -------------------------------------------------------
                            Signature



                         -------------------------------------------------------
                            Name


                         -------------------------------------------------------
                            Address



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