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Exhibit 4

                          CERTIFICATE OF DESIGNATIONS,
                             POWERS, PREFERENCES AND
                        RELATIVE, PARTICIPATING, OPTIONAL
                            AND OTHER SPECIAL RIGHTS
                   OF THE SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF

                              MARKET CENTRAL, INC.

                             Pursuant to Section 151
                     of the Delaware General Corporation Law


         Market Central, Inc. (the "Corporation"),  organized and existing under
the General  Corporation Law of the State of Delaware does, by its President and
its Secretary and under its corporate seal,  hereby certify that pursuant to the
authority  contained in Article IV of its Certificate of  Incorporation,  and in
accordance  with  the  provisions  of  Section  151  of  the  Delaware   General
Corporation  Law, its Board of Directors  has adopted the  following  resolution
creating the following classes and series of the  Corporation's  $.001 par value
Convertible  Preferred Stock and  determining  the voting powers,  designations,
powers,  preferences  and  relative,  participating,  optional or other  special
rights, and the  qualifications,  limitations and restrictions  thereof, of such
classes and series:

         RESOLVED,  that,  pursuant  to  authority  conferred  upon the Board of
Directors  by the Amended  and  Restated  Certificate  of  Incorporation  of the
Corporation (the  "Certificate of  Incorporation"),  there is hereby created the
following class of Convertible Preferred Stock:

         o        2,251,407  shares  shall be  designated  Series A  Convertible
                  Preferred  Stock,  par value  $.001 per share  (the  "Series A
                  Preferred Stock").

         The designations,  powers,  preferences,  and relative,  participating,
optional  and other  special  rights  and the  qualifications,  limitations  and
restrictions  of the Series A Preferred  Stock in addition to those set forth in
the Certificate of Incorporation shall be as follows:

         1. Voting  Rights.  Except as  otherwise  required by law, no holder of
Series A Preferred Stock shall be entitled to vote on any matter.

         2.  Dividends.  Holders of Series A Preferred  Stock are  entitled to a
four percent (4%) cumulative annual dividend on the Series A Liquidation  Value,
payable when,  as and if declared by the Board of Directors of the  Corporation,
in  additional  shares of Series A Preferred  Stock  determined  by dividing the
amount of such dividend by the Series A Liquidation  Value. Such dividends shall
begin to accrue on December 15, 2003, except to the extent that dividends accrue
on the  portion of a holder's  Series A  Liquidation  Value  resulting  from the
issuance of additional shares of Series A Preferred Stock as dividends, in which
event such dividends  shall accrue from the date of issuance of such  additional
shares of Series A Preferred  Stock.  All  dividends  declared upon the Series A
Preferred Stock shall be declared pro rata per share.  Further,  the Corporation
may make distributions on the Junior Securities,  provided that no distributions
(as defined below) shall be declared or paid with respect to the Common Stock or
other  securities  that are pari pasu or junior to the Series A Preferred  Stock
(the "Junior  Securities")  without there being  contemporaneously  declared and
paid a  dividend  on the  Series A  Preferred  Stock  (with the same  record and
payment  date) so that each share of Series A Preferred  Stock  shall  receive a
dividend equal to the distribution paid per share of the Junior Securities times
the number of shares of the Junior  Securities into which such share of Series A
Preferred Stock is then  convertible.  For the purpose of this Section 2, unless
the context otherwise requires,  "distribution"  shall mean the transfer of cash
or property by the Corporation without consideration, whether by way of dividend
or  otherwise,  payable  other than in Junior  Securities,  or the  purchase  or
redemption of shares of the Corporation for cash or property, including any such
transfer, purchase or redemption by a subsidiary of the Corporation.



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         3. Liquidation.

                  (a) Liquidation  Value. In the event of any Liquidation  Event
prior to a Qualified Offering, the holders of the Series A Preferred Stock shall
be entitled pari passu to be paid,  before any  distribution  or payment is made
upon any Common Stock, an amount in cash equal to the Series A Liquidation Value
of each share of Series A  Preferred  Stock held by them,  and no more.  If such
payment shall have been made in full to the holders of Series A Preferred Stock,
the remaining assets of the Corporation  shall be distributed  among the holders
of  Junior  Securities.  If upon any  Liquidation  Event  prior  to a  Qualified
Offering,  the  Corporation's  assets to be distributed among the holders of the
Series A  Preferred  Stock are  insufficient  to permit  payment  in full of the
Series A  Liquidation  Value to such holders,  such assets shall be  distributed
ratably  among them based upon the aggregate  Series A Liquidation  Value of the
Series A Preferred Stock held by each holder.

                  (b) Notice of  Liquidation  Event.  At least thirty (30) days'
previous  notice by mail,  postage  prepaid,  shall be given to the  holders  of
record of the Series A Preferred Stock of any Liquidation  Event, such notice to
be addressed to each such holder at the address of such holder  appearing on the
books of the  Corporation  or given by such  holder to the  Corporation  for the
purpose of notice,  or if no such address  appears or is so given,  at the place
where the  principal  office of the  Corporation  is located.  Such notice shall
state  the  anticipated  date  fixed for the  Liquidation  Event,  the  Series A
Liquidation  Value,  and  shall  call  upon  such  holder  to  surrender  to the
Corporation  on said date at the place  designated  in the notice such  holder's
certificate  or  certificates  representing  their  Series  A  Preferred  Stock;
provided, however, that failure to so surrender such certificate or certificates
shall not affect such holder's rights under this Section 3.

                  (c)  Adjustment  to  Series  A  Liquidation   Value.   If  the
Corporation subdivides (by any stock split, stock dividend,  recapitalization or
otherwise) Series A Preferred Stock into a greater number of shares,  the Series
A  Liquidation  Value of such Series A Preferred  Stock will be  proportionately
reduced,  and if the Corporation  combines (by reverse stock split or otherwise)
Series  A  Preferred  Stock  into a  lesser  number  of  shares,  the  Series  A
Liquidation  Value of such  Series A  Preferred  Stock  will be  proportionately
increased.

         4. Conversion.

         (a) Conversion and  Conversion  Ratio.  Effective at any time after one
year from the date of issuance (the "Conversion  Date"),  each share of Series A
Preferred  Stock may,  at the sole  discretion  of the holder of such  shares of
Series A Preferred  Stock,  be converted into one (1) share of Common Stock (the
"Conversion Ratio"). Such Conversion shall be exercised by the holder giving the
Corporation written notice of the Conversion.  Thereafter, the Corporation shall
deliver to the  holder a  certificate  evidencing  such  shares of Common  Stock
against  delivery to the Corporation at its principal office of the certificate,
duly endorsed,  representing the shares of Series A Preferred Stock held by such
holder.  Notwithstanding anything to the contrary herein, upon receipt of notice
of a  Liquidation  Event before a Qualified  Offering,  each holder of shares of
Series A  Preferred  Stock,  at his sole  discretion,  shall  have not less than
thirty (30) days to provide such written notice and deliver such certificates to
the Corporation as set forth above for conversion.

         (b) Reorganization,  Reclassification,  Consolidation,  Merger or Sale,
etc.

              (i) If the Corporation at any time subdivides (by any stock split,
stock  dividend,  recapitalization  or  otherwise)  one or more  classes  of its
outstanding  shares of its  Common  Stock into a greater  number of shares,  the
Conversion  Ratio  in  effect  immediately  prior  to such  subdivision  will be
proportionately reduced, and if the Corporation at any time combines (by reverse
stock split or otherwise) one or more classes of its  outstanding  shares of its
Common  Stock,  the  Conversion  Ratio  in  effect  immediately  prior  to  such
combination   will  be   proportionately   increased   concurrently   with   the
effectiveness of such event.

              (ii) In case the Corporation  shall declare a dividend or make any
other distribution upon any stock of the Corporation  payable in Common Stock or
options to  purchase  shares of Commons  Stock or  securities  convertible  into
shares  of  Common  Stock  for  no   consideration   without  making  a  ratable
distribution  thereof to holders of Series A  Preferred  Stock  (based  upon the
number of shares of Common Stock into which such Series A Preferred  Stock would
be  convertible,  assuming  Conversion),  then the  Conversion  Ratio in  effect
immediately  prior to the declaration of such dividend or distribution  shall be
proportionately   reduced,   concurrently   with  the   effectiveness   of  such
declaration.



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              (iii) Any capital reorganization, reclassification, consolidation,
merger  or sale  of all or  substantially  all of the  Corporation's  assets  to
another  Person which is effected in such a way that holders of Common Stock are
entitled to receive  (either  directly or upon  subsequent  liquidation)  stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as an  "Organic  Change."  Prior to the  consummation  of any  Organic
Change, the Corporation will make appropriate  provisions to insure that each of
the  holders  of Series A  Preferred  Stock  will  thereafter  have the right to
acquire and receive  such shares of stock,  securities  or assets as such holder
would have  received in connection  with such Organic  Change if such holder had
converted its Series A Preferred Stock immediately prior to such Organic Change.
The Corporation will not effect any such  consolidation,  merger or sale, unless
prior to the consummation  thereof, the successor corporation (if other than the
Corporation)   resulting  from   consolidation  or  merger  or  the  Corporation
purchasing  such assets assumes by written  instrument the obligation to deliver
to each such holder such shares of stock, securities or assets as, in accordance
with the foregoing provisions, such holder may be entitled to acquire.

         (c) Fractional  Shares. No payment or adjustment shall be made upon any
conversion on account of any cash  dividends paid or payable on the Common Stock
issued upon such  conversion.  If any  fractional  interest in a share of Common
Stock is  deliverable  upon any such  conversion,  the  Corporation,  in lieu of
delivering  fractional shares thereof,  shall pay to the holder surrendering the
Series A Preferred  Stock for  conversion  an amount in cash equal to the Market
Value of such fractional interest as of the date of conversion.

         (d) Stock to be Reserved. The Corporation will at all times reserve and
keep available out of its authorized Common Stock or its treasury shares, solely
for the purpose of issue upon the conversion of the Series A Preferred  Stock as
herein provided, such number of shares of Common Stock as shall then be issuable
upon the conversion of all outstanding  shares of Series A Preferred  Stock. The
Corporation  covenants  that all shares of Common Stock which shall be so issued
shall be duly and validly issued and fully paid and  nonassessable and free from
all liens and charges with respect to the issue thereof.  The  Corporation  will
take all such  action  as may be  necessary  to assure  that all such  shares of
Common  Stock  may be so  issued  without  violation  of any  applicable  law or
regulation.

         (e) No  Reissuance  of  Series A  Preferred  Stock.  Shares of Series A
Preferred  Stock which are  converted  into  shares of Common  Stock as provided
herein or which are repurchased by the Corporation shall not be reissued and the
authorized  number  of  Series  A  Preferred  Stock  shall be  reduced  upon the
conversion  of such Series A Preferred  Stock or the  repurchase  thereof by the
Corporation by the number of shares of such  converted or  repurchased  Series A
Preferred Stock.

         (f) Issue Tax. The issuance of certificates  for shares of Common Stock
upon  conversion of the Series A Preferred Stock shall be made without charge to
the holders thereof for any issuance tax in respect  thereof,  provided that the
Corporation shall not be required to pay any income or similar taxes of a holder
arising  in  connection  with a  conversion  or any tax that may be  payable  in
respect  of  any  transfer   involved  in  the  issuance  and  delivery  of  any
certificates  in a name other than that of the holder of the Series A  Preferred
Stock which is being converted.

         (g)  Closing  of  Books.  The  Corporation  will at no time  close  its
transfer  books  against the transfer of any Series A Preferred  Stock or of any
shares of Common Stock issued or issuable  upon the  conversion of any shares of
Series  A  Preferred  Stock  in any  manner  that  interferes  with  the  timely
conversion of such Series A Preferred Stock.

         5.  Optional  Redemption.  At any time after  December  14,  2005,  the
Company may redeem all, but not less than all, of the Series A Preferred  Shares
by delivery of written notice (the "Redemption Notice") to each holder of Series
A Preferred  Shares of such  redemption.  On the effective date set forth in the
Optional  Redemption  Notice,  but not later than thirty (30) days following the
date of the Optional  Redemption Notice, the then outstanding shares of Series A
Preferred  Shares  shall become  immediately  redeemable  and the Company  shall
purchase  each  holder's  outstanding  share of  Series A  Preferred  Shares  in
exchange  for cash in an amount  per  share  equal to the  Series A  Liquidation
Value.  Notwithstanding  anything  to the  contrary  herein,  upon  receipt of a
Redemption  Notice,  each holder of shares of Series A Preferred  Stock,  at his
sole discretion,  shall have the right to give the Corporation written notice of
the  Conversion of their shares of Series A Preferred  Stock in accordance  with
the terms of Section 4(a).



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         6. Incidental Registrations. If the Corporation at any time proposes to
conduct a Qualified Offering,  it will give prompt written notice to all holders
of Series A Preferred  Stock of its intention to do so. Upon the written request
of any such  holder  made  within 30 days after the  receipt of any such  notice
(which  request shall specify the number of Common Stock intended to be disposed
of by such holder and the intended method or methods of disposition thereof) and
the Conversion of such shares of Series A Preferred Stock in accordance with the
terms of Section  3(a)  hereof,  the  Corporation  will use its best  efforts to
effect the  registration  under the Securities  Act of 1933, as amended,  of all
such  Common  Stock in  accordance  with  such  intended  method or  methods  of
disposition, provided that:

                  (a)  if,  at any  time  after  giving  written  notice  of its
intention to register any equity  securities  and prior to the effective date of
the  registration  statement  filed in connection  with such  registration,  the
Corporation  shall  determine  for  any  reason  not  to  register  such  equity
securities,  the Corporation  may, at its election,  give written notice of such
determination to each holder of Series A Preferred Stock and,  thereupon,  shall
not be  obligated  to register  any such Common  Stock in  connection  with such
registration (but shall nevertheless pay the Registration Expenses in connection
therewith); and

                  (b) if a  registration  pursuant to this Section 6 involves an
underwritten  offering,  and the  managing  underwriter  (or,  in the case of an
offering  that is not  underwritten,  an  investment  banker)  shall  advise the
Corporation  in writing (with a copy to each holder of Series A Preferred  Stock
requesting  registration thereof) that, in its opinion, the number of securities
requested and otherwise proposed to be included in such registration exceeds the
number which can be sold in such offering,  the Corporation will include in such
registration to the extent of the number which the Corporation is so advised can
be sold in such  offering,  first,  the  securities  if any,  being  sold by the
Corporation,  and second,  the Common Stock of the holders of Series A Preferred
Stock  requested  to be  included  in such  registration  pro rata,  among  such
holders,  on the  basis of the  number  of such  Common  Stock  requested  to be
included.

         The Corporation will pay all  registration  expenses in connection with
each registration of Common Stock requested pursuant to this Section 6, provided
that any seller  thereunder  shall pay all  registration  expenses to the extent
required to be paid by such seller under  applicable  law and  provided  further
that  underwriting  commissions  shall be paid pro rata by the  sellers  in such
registration, based on the number of shares of Common Stock being sold.

         7. Definitions.

         For  purposes  herein,  the  following  terms  shall have the  meanings
indicated:

         "Board  of  Directors"  shall  mean  the  Board  of  Directors  of  the
Corporation.

         "Common Stock" means, collectively, the Corporation's Common Stock, par
value  $.001 per share,  and any capital  stock of any class of the  Corporation
hereafter authorized which is not limited to a fixed sum or percentage of stated
value in  respect  to the  rights  of the  holders  thereof  to  participate  in
dividends or in the distribution of assets upon any liquidation,  dissolution or
winding up of the Corporation.

         "Liquidation Event" shall mean any liquidation, dissolution, or winding
up of the Corporation, whether voluntary or involuntary.

         "Market  Value" of any security means the average of the closing prices
of such security's  sale on all securities  exchanges on which such security may
at the time be listed,  or, if there has been no sales on any such  exchange  on
any day,  the  average of the highest  bid and lowest  asked  prices on all such
exchanges  at the end of such  day,  or, if on any day such  security  is not so
listed,  the average of the  representative  bid and asked prices  quoted in the
Nasdaq System as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the Nasdaq System, the average of the highest bid and lowest asked
prices on such day in the  domestic  over-the-counter  market as reported by the
National Quotation Bureau, Incorporated,  or any similar successor organization.
If at any time such security is not listed on any securities  exchange or quoted
in the Nasdaq System or the over-the-counter  market, the "Market Value" will be
the fair value thereof  determined jointly by the Corporation and the holders of
a majority of the Series A Preferred Stock then outstanding. If such parties are
unable to reach  agreement  within a reasonable  period of time, such fair value
will  be  determined  by  an  independent  appraiser  jointly  selected  by  the
Corporation  and the holders of a majority of the Series A Preferred  Stock then
outstanding.  If such  Persons  are  unable  to agree  upon an  appraiser,  such
appraiser  will be  selected  by (i) an  independent  appraiser  selected by the
Corporation,  and (ii) an  independent  appraiser  selected  by the holders of a
majority  of the  outstanding  Series  A  Preferred  Stock;  the  cost  of  such
independent  appraiser determining the fair value of such consideration shall be
borne by the Corporation.



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         "Person" means an individual, a partnership,  a corporation, a trust, a
joint  venture,  an  unincorporated  organization  or any  department  or agency
thereof.

         "Qualified  Offering"  means the closing of a public offering of shares
of the Common Stock of the  Corporation in an amount of not less than $5,000,000
prior to commissions and offering expenses pursuant to an effective registration
statement on a form  prescribed  by the SEC  Commission  (other than Form S-4 or
Form S-8 or any successor or replacement form for any such form).

         "Series A Liquidation  Value" of any share of Series A Preferred  Stock
as of any  particular  date will be equal to $1.3325,  subject to  adjustment as
provided for herein.

         "Series  A  Preferred  Stock"  shall  mean the  Corporation's  Series A
Convertible Preferred Stock, par value $.001 per share.




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         IN WITNESS WHEREOF, Market Central, Inc. has caused this Certificate to
be duly executed by the undersigned this 4th day of December, 2003.



                                Market Central, Inc.

                                By: /s/ Terrance J. Liefheit
                                    ----------------------------------------
                                Name: Terrance J. Liefheit
                                      --------------------------------------
                                Title: President
                                       -------------------------------------





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