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                                                                    EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                               OF PALADYNE CORP.

                        (Pursuant to Section 242 of the
                      General Corporation Law of Delaware)

         PALADYNE CORP., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

         First:   The Board of Directors of the Corporation, at a duly held
meeting, duly adopted resolutions setting forth a proposed amendment (the
"Amendment") to the Certificate of Incorporation of the Corporation, declaring
the Amendment to be advisable and calling for the submission of the Amendment
to the stockholders of the Corporation at a special meeting of stockholders
held upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, and stating that the Amendment will be effective only
after adoption thereof by the affirmative vote of a majority of the issued and
outstanding shares of Voting Common Stock, Series A Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock of the Corporation.

         Second:  Effective as of 12:01 a.m. on February 5, 2003, the
Certificate of Incorporation of the Corporation shall be amended by deleting
Article FIRST in its entirety and substituting in lieu thereof the following
new Article FIRST which shall read as follows:

                  "FIRST:  NAME. The name of the corporation is
            Market Central, Inc. (the "Corporation")."

                  Third:   The Certificate of Incorporation of the Corporation
be amended by deleting Section A of the present Article FOURTH in its entirety
and substituting in lieu thereof the following new Section A of Article FOURTH
which shall read as follows:

                  "FOURTH: Capital Stock.

                  A.       AUTHORIZED. The total number of shares of
            all classes of stock which the Corporation shall have the
            authority to issue is Eighty-five Million (85,000,000),
            of which Seventy-five Million (75,000,000) shares shall
            be common stock, $.001 par value per share (the "Common
            Stock"), and Ten Million (10,000,000) shares shall be
            preferred stock, $.001 per value per share (the
            "Preferred Stock").


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                  (i)      Effective as of 12:01 a.m. on February 5,
            2003, each ten (10) shares of the issued and outstanding
            Common Stock of the Corporation shall be reverse split
            into one (1) share of Common Stock of the Corporation.
            This reverse split shall affect all shares of Common
            Stock of the Corporation issued and outstanding or held
            in the treasury of the Corporation (but not authorized
            and unissued shares) or then reserved for issuance to
            holders of then outstanding options or warrants of the
            Corporation or then reserved for issuance upon conversion
            of convertible Preferred Stock into Common Stock of the
            Corporation. The total number of shares of Common Stock
            authorized shall be as set forth in this Article FOURTH,
            provided that no fractional shares shall be issued
            pursuant to such change. Fractional share interests shall
            be adjusted either upward or downward to the nearest
            whole share, but in no event shall any stockholder
            receive less than one whole share. No cash shall be paid
            for fractional shares.

                  (ii)     Each holder of Common Stock shall be
            entitled to one vote for each share of Common Stock on
            all matters as to which holders of Common Stock shall be
            entitled to vote."

         Fourth:  The Amendments were duly adopted in accordance with the
applicable provisions of Sections 242 of the General Corporation Law of the
state of Delaware.

         IN WITNESS WHEREOF, the undersigned has caused this certificate to be
signed by Terrence J. Leifheit, its Chairman, President, Chief Executive
Officer and Chief Operating Officer, this 4th day of February, 2003.


                               PALADYNE CORP.



                               By:
                                  ---------------------------------------------
                                  Terrence J. Leifheit
                                  Chairman, President, Chief Executive Officer
                                  and Chief Operating Officer


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