Unassociated Document


    

      EMPLOYMENT
        AGREEMENT

      


      


      THIS EMPLOYMENT
        AGREEMENT
        (this
“Agreement”)
        is
        made as of the 22nd day of September,
        2005,
        by and between MARKET
        CENTRAL,
        INC.,
        d/b/a
        SCIENTIGO,
        INC.,
        a
        Delaware corporation (“COMPANY”)
        and
Paul
        S. Odom,
        an
        individual resident of the State of Texas
        (the
“Executive”),
        and
        is effective as of the date hereof (the “Effective
        Date”).

      


      WHEREAS,
        the
        Company intends to employ Executive, and Executive desires to be employed
        by the
        Company; and 

      


      WHEREAS,
        the
        Company and Executive desire to set forth the terms and conditions on which
        Executive shall be employed and provide services to the Company.

      


      NOW,
        THEREFORE,
        for
        good and valuable consideration, the receipt and sufficiency of which is
        hereby
        acknowledged by Executive and the Company including, without limitation,
        the
        promises and covenants described herein, the parties hereto, intending to
        be
        legally bound, hereby agree as follows:

       

      ARTICLE
        I

      EMPLOYMENT

      


      Section
        1.1    Duties
        and Responsibilities.
        The
        Company hereby employs Executive full time as the Senior
        Vice President, Software Applications and Solutions
        of the
        Company. Executive shall do and perform all reasonable services and acts
        necessary or advisable to fulfill the duties of such office, and shall conduct
        and perform such additional services and activities as may be reasonably
        determined from time to time by the Board of Directors of the Company (the
        “Board”).
        During the term of this Agreement, Executive shall devote his/her full time,
        energy and skill to the business of the Company and to the promotion of the
        Company’s interests, and Executive acknowledges that he/she has a duty of
        loyalty to the Company and shall not, during the term hereof, engage in,
        directly or indirectly, any other business or activity whether or not for
        pecuniary gain, that could materially and adversely affect the Company’s
        business or Executive’s ability to perform his/her duties under this Agreement.
        The foregoing shall not, however, preclude Executive from serving on the
        boards
        of directors of other entities, if approved in writing by the
        Board.

      


      In
        his/her capacity as an officer of the Company, Executive shall report to
        the
        Board and abide by all rules and regulations established from time to time
        by
        the Board. Executive’s authority and responsibility in the Company shall at all
        times be subject to the review and discretion of the Board, which shall have
        the
        final authority to make decisions regarding the business of the
        Company.

      


      Section
        1.2    Term
        of Employment.
        The
        term of Executive’s employment hereunder shall continue for a period of one (1)
        year and one (1) month (“Initial Period”) from the Effective Date, unless
        earlier terminated as provided in this Agreement. The term may be extended
        by
        mutual written agreement of the parties.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Section
        1.3    Benefits.
        During
        the term of Executive’s employment hereunder, Executive will be entitled to the
        following:

      


      (a)    Vacation.
        Executive shall be entitled to three
        weeks
        paid vacation annually. No unused vacation time (except that accumulated
        as of
        the date of this agreement, which does not exceed 3 weeks) will accumulate
        and
        carryover to subsequent years. Executive shall also be entitled to reasonable
        holidays and sick days in accordance with the Company’s policy as may be
        established and modified from time to time.

      


      (b)    Employee
        Benefit Plans.
        Executive shall be entitled to participate in all employee benefit plans,
        including any life insurance, disability insurance and retirement plans that
        are
        generally offered to or provided for the senior executives of the Company,
        said
        plans to be approved by the Board. Executive shall be entitled to participate
        in
        such group health and dental insurance plans (including family coverage)
        on the
        same basis, including cost provisions, as may from time to time be offered
        generally to the other senior executives of the Company. 

      


      Section
        1.4    Compensation.
        For all
        services to be rendered by Executive under this Agreement, the Company shall
        pay
        Executive as follows:

      


      (a)    Base
        Salary.
        Executive shall be paid an annual gross salary of one
        hundred fifty thousand Dollars
        ($150,000)
        payable
        in accordance with the normal payroll practices of the Company, which policies
        may be changed by the Company from time to time, and shall be subject to
        appropriate withholding taxes. In any event, Executive’s salary shall be paid no
        less frequently than monthly. At the sole discretion of the Board, Executive’s
        annual gross salary may be increased, from time to time, throughout the term
        of
        this Agreement, the amount of any such increase to be determined by the Board
        (or by the Compensation Committee thereof).

      


      (b)    Annual
        Bonus.
        If the
        Board shall so authorize, Executive shall be paid an annual bonus in an amount
        and in the manner approved by the Board in its sole discretion (or by the
        Compensation Committee thereof), within ninety (90) days of the end of each
        accounting year, provided Executive is still employed by the
        Company.

      


      Section
        1.5    Business
        Expenses.
        Executive shall be entitled to reimbursement of all ordinary and necessary
        business expenses reasonably incurred for business travel, lodging,
        entertainment and meals in connection with the performance of Executive’s duties
        under this Agreement, upon submission of sufficient documentation evidencing
        same and in accordance with the Company’s established policies for reimbursement
        of business expenses.

      


      Section
        1.6    Place
        of Employment.
        Executive shall be entitled to reside and perform his/her duties in Charlotte,
        NC.



      
        
          
          

        

        
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      ARTICLE
        II

       

      COVENANTS
        OF EXECUTIVE

      


      Section
        2.1    Confidentiality.
        Executive recognizes the interest of the Company in maintaining the confidential
        nature of its proprietary and other business and commercial information.
        In
        connection therewith, Executive covenants that during the term of his/her
        employment with the Company under this Agreement, and for a period of two
        (2)
        years thereafter (except as set forth in Section 2.2 hereof), Executive shall
        not, directly or indirectly, except as authorized in writing by the Board,
        publish, disclose or use for his/her own benefit or for the benefit of a
        business or entity other than the Company or otherwise, any secret or
        confidential matter, or proprietary or other information not in the public
        domain that was acquired by Executive during his/her employment, relating
        to the
        Company or any of its affiliates’ businesses, operations, customers, suppliers,
        products, employees, financial information, budgets, practices, strategies,
        prices, methods, technology, know-how, intellectual property, documentation,
        concepts, improvements, plans, research and development, leads and/or marketing
        materials, records, files, databases, accounting journals, accounts receivable
        records, business plans and other similar information (the “Confidential
        Information”);
        provided,
        however, Confidential
        Information does not include information that (i)
        is or
        becomes generally available to the public other than as a result of a breach
        of
        this Agreement; (ii) is disclosed with the prior written consent of the Company;
        (iii) at the time of such disclosure, was already known or in the possession
        of
        Executive; (iv) becomes available to a competitor of the Company on a
        non-confidential basis from a source other than Executive, which source is
        not
        prohibited from disclosing such Confidential Information by a legal, contractual
        or fiduciary obligation to the Company; or (v) is independently developed
        by a
        competitor of the Company.
        Executive will abide by the Company’s policies and regulations, as established
        from time to time, for the protection of its Confidential
        Information.

      


      Section
        2.2    Trade
        Secrets.
        Executive shall not, at any time, either during or after the term of his/her
        employment with the Company under this Agreement, use or disclose any “Trade
        Secrets” (as defined by the Delaware Uniform Trade Secrets Act) of the Company
        or its affiliates, except in fulfillment of his/her duties during his/her
        employment, for so long as the pertinent information or data remain Trade
        Secrets, whether or not the Trade Secrets are in written or tangible form.
        Notwithstanding anything to the contrary contained herein, Executive shall
        not
        be prohibited hereunder from disclosing Trade Secrets if, in the written
        opinion
        of counsel for Executive, such disclosure is required by applicable law,
        in
        which event Executive shall provide the Company with prompt written notice
        of
        such request and shall take all reasonable action requested by the Company
        to
        obtain confidential treatment of such Trade Secrets.

      


      Section
        2.3    Surrender
        of Records.
        Executive shall provide the Company with notice of any inadvertent disclosure
        of
        Confidential Information. Executive acknowledges that all Confidential
        Information is and shall remain the sole property of the Company and/or such
        affiliated entity or subsidiary and shall, upon termination of Executive’s
        employment with the Company for any reason whatsoever, or upon the request
        of
        the Company, turn over to the Company all Confidential Information, without
        retaining notes or copies thereof (together with a written statement certifying
        as to his/her compliance with the foregoing).


      
        
          
          

        

        
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      Section
        2.4    Non-Solicitation
        of Clients/Employees.
        During
        the term of Executive’s employment with the Company, and for the one (1) year
        period following the termination of Executive’s employment with the Company for
        any or no reason, Executive shall not, directly or indirectly:

      


      (a)    solicit
        or accept, or attempt to solicit or accept any business from any individual
        or
        entity that was a customer or client of the Company during the one (1) year
        period ending on the date of termination of Executive’s employment with the
        Company, or actively sought after prospective clients, for the purpose of
        providing services or products to such customer or client which are competitive
        with the services or products offered or provided by the Company or its
        affiliates; or

      


      (b)    employ,
        induce, solicit or attempt to solicit for employment, or assist others in
        employing, inducing or soliciting for employment, any individual who is or
        was
        an employee or independent contractor of the Company or its affiliates at
        any
        time during the one (1) year period ending or the date of termination of
        Executive’s employment with the Company in an attempt to have any such
        individual work for Executive, or any other individual or entity in the business
        of (i) intelligent document recognition, (ii) enterprise content
        management or (iii) search technologies (collectively, the “Business”).
        

      


      Section
        2.5    Non-Competition.
        During
        the term of Executive’s employment with the Company, and for the one (1) year
        period following the termination of Executive’s employment with the Company,
        Executive shall not, without the prior written consent of the Board, which
        consent may be withheld at the sole discretion of the Board, directly or
        indirectly, in his or her individual capacity as owner, director, officer,
        employee, consultant or agent, or on behalf of any other individual,
        partnership, corporation, limited liability company or other entity, engage
        in
        or be associated with any business that, directly or indirectly, competes
        with
        the Company in the Business or engages in activities identical or substantially
        similar to the Business. Nothing herein shall preclude Executive from holding
        not more than one-percent (1%) of the outstanding equity of any company,
        so long
        as Executive does not, in fact, have the power to participate in controlling
        or
        directing the management of such company other than by such voting
        equity.

      


      Section
        2.6    Acknowledgment
        of Reasonableness/Enforcement/Tolling.

      


      (a)    The
        existence of any claim or cause of action by Executive against the Company
        predicated on this Agreement or otherwise, shall not constitute a defense
        to the
        enforcement by the Company of these covenants. Executive acknowledges and
        confirms (i) that the restrictions contained herein are fair and reasonable
        and
        not the result of overreaching, duress, or coercion of any kind, and (ii)
        that
        Executive’s full, uninhibited, and faithful observance of each of the covenants
        contained in this Agreement will not cause Executive any undue hardship,
        financial or otherwise. In the event that any court shall formally hold that
        the
        restrictions in this Article II are unreasonable, Executive hereby expressly
        agrees that the restrictions shall not be rendered void, but shall apply
        to the
        extent that such court may judicially determine or indicate constitutes a
        reasonable restriction.

      


      (b)    Executive
        acknowledges that the services to be rendered by Executive hereunder are
        extraordinary and unique and are vital to the success of the Company, and
        that
        damages at law would be an inadequate remedy for any breach or threatened
        breach
        of this Agreement by Executive. Therefore, in the event of a breach or
        threatened breach by Executive of any provision of this Agreement, the Company
        shall be entitled, in addition to all other rights or remedies, to injunctions
        restraining such breach, without being required to show any actual damage
        or to
        post any bond or other security. No remedy herein conferred upon any party
        is
        intended to be exclusive of any other remedy, and each and every such remedy
        shall be cumulative and shall be in addition to every other remedy given
        hereunder or now or hereafter existing at law, in equity or otherwise. No
        single
        or partial exercise by any party of any right, power or remedy hereunder
        shall
        preclude any other or further exercise thereof.


      
        
          
          

        

        
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      (c)    In
        the
        event the Company should bring any legal action or other proceeding for the
        enforcement of the Agreement, the time for calculating the confidentiality
        or
        non-solicitation period, or terms of any other restriction herein shall not
        include the period of time commencing with the filing of the legal action
        or
        other proceeding to enforce the terms of the Agreement through the date of
        final
        judgment or final resolution, including all appeals, if any, of such legal
        action or other proceeding.


      


      ARTICLE
        III

      REPRESENTATIONS
        OF EXECUTIVE/INDEMNIFICATION

       

      Section
        3.1    Representations
        and Warranties of Executive/Indemnification. Executive
        represents and warrants to the Company that he/she is fully empowered to
        enter
        and perform his/her obligations under this Agreement and that he/she is under
        no
        restrictive covenants to any person or entity that will be violated by his/her
        entering into and performing this Agreement, and that this Agreement constitutes
        the valid and legally binding obligation of Executive enforceable in accordance
        with its terms. Executive shall indemnify the Company upon demand for and
        against any and all judgments, losses, claims, damages, costs (including,
        without limitation, all legal fees and costs, even if incident to appeals)
        incurred or suffered by the Company as a result of the breach of the
        representations and warranties made in this Article 3.

      


      ARTICLE
        IV

      TERMINATION
        OF EMPLOYMENT

      


      Section
        4.1    Termination
        by the Company.
        Executive’s employment may be terminated by the Company during the term of this
        Agreement upon the occurrence of one or more of the following
        events:

      


      (a)    Termination
        For Death.
        Immediately upon Executive’s death.

      


      (b)    Termination
        For Disability.
        Upon
        the effective date of written notice from the Company (which shall not be
        prior
        to the date on which such notice is sent) in the event of Executive’s disability
        which renders Executive incapable of performing his/her duties for more than
        one
        hundred and twenty (120) calendar days in one calendar year or within
        consecutive calendar years.


      
        
          
          

        

        
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      (c)    Termination
        Without Cause.
        The
        Company may terminate Executive’s employment without cause, after the Initial
        Period for any or no reason (other than those set forth in Section 4.1(d)
        hereof), thirty (30) days after written notice sent to Executive following
        a
        determination by the Board to so terminate Executive’s employment.

      


      (d)    Termination
        For Cause.
        Upon
        the effective date of written notice sent to Executive (which shall not be
        prior
        to the date on which such notice is sent) stating the Company’s determination
        that it is terminating Executive for “Cause”, which for purposes of this
        Agreement shall mean:

      


      (i)    any
        intentional act of fraud, embezzlement or theft of funds or property of the
        Company or any of its clients/customers;

      


      (ii)   any
        gross
        and willful misconduct having an adverse effect upon the Company;

      


      (iii)   any
        intentional wrongful disclosure of Confidential Information or Trade Secrets
        of
        the Company or its affiliates or any intentional form of self-dealing
        detrimental to the interests of the Company or its affiliates;

      


      (iv)    conviction
        of a felony or any similar crime causing harm to the reputation of the Company
        or its affiliates as determined by the Board (for these purposes, conviction
        shall include a plea of no contest or plea to any lesser charges predicated
        on
        the same underlying conduct); 

      


      (v)    the
        habitual and debilitating use of alcohol or drugs; or

      


      (vi)    failure
        to comply in any material respect with the terms of this Agreement, which
        failure has an adverse effect on the Company and has not been cured by Executive
        within thirty (30) days after written notice from the Board of any such act
        or
        omission.

      


      Section
        4.2    Resignation
        by Executive.
        Executive’s employment may be terminated by Executive during the term of this
        Agreement upon the occurrence of one or more of the following
        events:

      


      (a)    Voluntary
        Resignation. Executive may terminate his/her employment under this Agreement
        by
        giving thirty (30) days’ prior written notice to the Company stating Executive’s
        election to terminate his/her employment with the Company. The Company may
        accept such resignation effective as of any date during such thirty (30)
        day
        period as the Company deems appropriate; provided, however, Executive shall
        receive from the Company his/her base salary and be entitled to participate
        in
        any Company benefit plans in which he/she was a participant as of the effective
        date of his/her resignation for the duration of such thirty (30) day period
        (as
        further provided in Section 4.4(a) hereof).


      
        
          
          

        

        
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      (b)    Resignation
        With Cause.
        Upon
        the effective date of written notice sent to the Company stating Executive’s
        determination of “Constructive Termination” (hereinafter defined) by the
        Company; provided,
        however,
        if the
        Constructive Termination is curable, then the Company shall have thirty (30)
        days after Executive’s written notice to cure such condition and if the Company
        fails to cure such condition to the reasonable satisfaction of Executive,
        then
        Executive may immediately terminate his/her employment with the Company,
        such
        termination to be conclusively deemed to be a resignation with cause. For
        purposes of this Agreement, “Constructive Termination” shall mean:

      


      (i)    Such
        change in duties or position as: 

       

      (A)    the
        assignment (other than an occasional temporary assignment) to Executive of
        any
        duties not commensurate with Executive’s position, duties, responsibilities and
        status with the Company; 

      


      (B)    a
        material
        change in Executive’s reporting responsibilities, (i.e., reporting to a lower
        tier) or a diminution in Executive’s titles or offices; or

      


      (C)    a
        material
        diminution of Executive’s authority or responsibilities.

      


      (ii)    A
        reduction in Executive’s base salary specified in Section 1.4(a) hereof for the
        calendar year 2005, or a reduction in Executive’s base salary in effect for the
        prior calendar year for all succeeding years (other than pro rata reductions
        in
        compensation for all senior executives of the Company).

      


      (iii)    the
        Company’s failure to comply in any material respect with the terms of this
        Agreement, which failure has an adverse effect on Executive.

      


      Section
        4.3    Change
        of Control.
        Upon
        (i) the effective date of a written notice sent to Executive by the Company
        stating that a “Change of Control” (hereinafter defined) has occurred or will
        occur and Executive’s employment will be terminated in connection therewith
        (despite the Company’s best efforts to the contrary as set forth in Section 5.8
        hereof), which notice must be given no later than thirty (30) days following
        such Change of Control, or (ii) the date of termination if Executive is
        terminated without cause or resigns with cause within twelve (12) months
        of a
        Change of Control. A “Change of Control” shall be deemed to have occurred if (A)
        as a result of any merger, consolidation, sale, assignment, transfer or other
        transaction, any person, other than those persons who are shareholders of
        the
        Company or its affiliates (within the meaning of Rule 501 of the Securities
        Act
        of 1933) on the date hereof, becomes the “beneficial owner” (as defined in Rule
        13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of
        more
        than 50% of the outstanding voting securities of the Company or the surviving
        entity or becomes entitled to elect more than one-half (1⁄2) of the Board or other
        governing body of the Company or the surviving entity; (B) a tender offer
        shall
        be made and consummated of the ownership of 50% or more of the outstanding
        voting securities of the Company; or (C) the Company sells, assigns or otherwise
        transfers all or substantially all of the assets of the Company, to persons
        other than those persons who are shareholders of the Company or its affiliates;
        provided,
        however, in
        no
        event shall a financing transaction (such as additional rounds of financing),
        which is approved by the Board and entered into by the Company be deemed
        to be a
“Change of Control”.


      
        
          
          

        

        
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      Section
        4.4    Effect
        of Termination/Change of Control.

      


      (a)    Termination
        for Death or Voluntary Resignation.
        In the
        event of termination of Executive’s employment pursuant to Sections 4.1(a)
        or 4.2(a) hereof: 

      


      (i)    the
        Company shall pay to Executive the base salary and expenses otherwise payable
        to
        Executive under Sections 1.4(a) and 1.5 hereof through the date of
        termination (provided that in the event of Executive’s death, the Company shall
        also pay to Executive’s estate his/her base salary for a period of one (1) month
        after the date of Executive’s death), as well as any accrued but unpaid vacation
        time. For purposes of this Agreement, one (1) week of vacation shall be deemed
        to accrue every six (6) months. Executive shall not be entitled to receive
        any
        severance pay except to the extent the Board, in its sole discretion, elects
        to
        authorize severance pay in the event of Executive’s voluntary
        resignation.

      


      (ii)    Executive’s
        rights under the Company’s benefit plans of general application shall be
        determined under the provisions of those plans.

      


      (iii)   Executive
        shall not be entitled a bonus under Section 1.4(b) hereof for the year of
        termination except to the extent the Board, in its sole discretion, elects
        to
        authorize a bonus in the event of Executive’s voluntary
        resignation.

      


      (iv)   Executive’s
        rights with respect to option shares shall be determined under the provisions
        of
        his/her stock option agreement but shall include the provision that unvested
        options shall be forfeited by employee and in the case of Voluntary Resignation
        1⁄2 of vested and unexercised options shares will be forfeited also. .


      


      (b)    Termination
        For Disability; Termination Without Cause; Resignation With Cause; Termination
        in Connection with a Change of Control.
        In the
        event of termination of Executive’s employment pursuant to Sections 4.1(b),
        4.1(c), 4.2(b) or 4.3 hereof:

      


      (i)    The
        Company shall pay to Executive the base salary and expenses otherwise payable
        to
        Executive under Sections 1.4(a) and 1.5 hereof through the date of
        termination as well as any accrued but unpaid vacation time (provided that
        in
        the event of Executive’s disability, the base salary payable to Executive shall
        be less any disability benefits provided by the Company). In addition, Executive
        shall be entitled to six (6) month’s salary continuation (provided, however,
        there shall be one (1) year salary continuation in the event of a Change
        of
        Control or termination without cause) at the then current rate, payable in
        accordance with the normal payroll practices of the Company. Such severance
        payments are to be considered compensation for services previously rendered
        hereunder.

      


      (ii)    Executive
        shall continue to participate in the Company’s group health plan for three
        months following the date of termination upon the timely periodic payment
        of any
        amount required for employees to maintain family coverage for such plan,
        and
        rights under other benefit plans shall be determined under the provisions
        of
        those plans.

      


      (iii)   Executive
        shall be entitled to a bonus under Section 1.4(b) hereof for the year of
        termination in any amount as may be determined by the Board (or by the
        Compensation Committee thereof) in its sole discretion. 


      
        
          
          

        

        
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      (iv)    Executive’s
        rights with respect to the option shares shall be determined under the
        provisions of his/her stock option agreement but shall provide that a minimum
        of
1⁄2 of the unvested options shall immediately vest.

      


      (c)    Termination
        For Cause.
        In the
        event of termination of Executive’s employment prior to Section 4.1(d)
        hereof:

       

      (i)    the
        Company shall pay to Executive the base salary and expenses otherwise payable
        pursuant to Sections 1.4(a) and 1.5 hereof through the date of termination.
        Executive shall not be entitled to receive any severance pay
        whatsoever.

      


      (ii)    Executive’s
        rights under the Company’s benefit plans of general application shall be
        determined under the provisions of those plans.

      


      (iii)   Executive
        shall not be entitled to a bonus under Section 1.4(b) hereof for the year
        of
        termination.

      


      (iv)   Executive’s
        rights with respect to the option shares shall be determined under the
        provisions of his/her stock option agreemen but shall provide that all unvested
        options shall be forfeited.


      


      ARTICLE
        V

      GENERAL
        PROVISIONS

      


      Section
        5.1    Survival.
        Notwithstanding anything to the contrary herein, the provisions of this
        Agreement shall survive and remain in effect in accordance with their respective
        terms in the event Executive’s employment is terminated for any or no
        reason.

      


      Section
        5.2    Enforcement
        Costs.
        If any
        civil action, arbitration, or other legal proceeding is brought for the
        enforcement of this Agreement, or because of an alleged dispute, breach,
        default
        or misrepresentation in connection with any provision of this Agreement,
        the
        successful or prevailing party or parties shall be entitled to recover
        reasonable attorneys’ fees, sales and use taxes, court costs, and all expenses
        (including, without limitation, all such fees, taxes, costs, and expenses
        incident to arbitration, appellate and post-judgment proceedings), incurred
        in
        that civil action, arbitration, or legal proceeding, in addition to any other
        relief to which such party or parties may be entitled. 

      


      Section
        5.3    Notices.
        For
        purposes of this Agreement, all communications including, without limitation,
        notices, consents, requests or approvals, provided for herein shall be in
        writing and shall be deemed to have been duly given (a) when personally
        delivered, (b) on the following day if submitted to a nationally recognized
        overnight courier service as evidenced by a receipt, or (c) five (5) business
        days after having been mailed by United States registered mail or certified
        mail, return receipt requested, postage prepaid, addressed to:

       

      
        
          
          

        

        
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                If
                  to the Company:

              	
                If
                  to Executive:

              
	 	 
	
                Market
                  Central, Inc. d/b/a Scientigo, Inc.

              	 
	
                6701
                  Carmel Road, Suite 28226

              	 
	
                Charlotte,
                  NC 28211

              	 
	
                Attn:
                  Doyal Bryant

              	 


      

       

      
        or
          to
          such other address as a party may have furnished to the other in writing
          and in
          accordance herewith, except that notices of change of address shall be
          effective
          only upon receipt.

      

      


      Section
        5.4    Governing
        Law.
        The
        validity, interpretation, construction, performance and enforcement of this
        Agreement shall be governed by the laws of the State of Delaware, without
        giving
        effect to the principles of conflicts of law of such State.

      


      Section
        5.5    Severability.
        If any
        provision of this Agreement or the application of any provision hereof to
        any
        person or circumstances is held invalid, unenforceable or otherwise illegal,
        under applicable law or regulation, the remainder of this Agreement and the
        application of such provision to any other person or circumstances shall
        not be
        affected, and the provision so held to be invalid, unenforceable or otherwise
        illegal shall be reformed to the extent (and only to the extent) necessary
        to
        make it valid, enforceable and legal; provided,
        however,
        if the
        provision so held to be invalid, unenforceable or otherwise illegal constituted
        a material inducement to a party’s execution and delivery of this Agreement,
        such provision shall not be reformed unless prior to any reformation that
        party
        agrees to be bound by the reformation.

      


      Section
        5.6    Entire
        Agreement.
        This
        Agreement supersedes any other agreements, oral or written, between the parties
        with respect to the subject matter hereof, and contains all of the agreements
        and understandings between the parties with respect to the employment of
        Executive by the Company. 

      


      Section
        5.7    Amendments.
        Any
        amendment or modification of any term of this Agreement shall be effective
        only
        if it is set forth in writing signed by the parties hereto.

      


      Section
        5.8    Binding
        Effect.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective administrators, executors, representatives, heirs,
        successors and permitted assigns. “Successor” shall mean any successor in
        interest, pursuant to a Change of Control as set forth in Section 4.3 hereof.
        The Company shall use its commercially reasonable efforts to cause any Successor
        which is not obligated to assume the Company’s contracts to agree at the time of
        becoming a Successor to perform this Agreement to the same extent as the
        original parties would be required if no succession had occurred.

      


      Section
        5.9    Assignment.
        This
        Agreement is personal in nature and the parties shall not, without written
        consent of the other party, assign, transfer or delegate this Agreement or
        any
        rights or obligations hereunder.

      


      Section
        5.10   Waivers.
        No
        provision of this Agreement may be waived or discharged unless such waiver
        or
        discharge is agreed to in writing signed by the party to be bound. No waiver
        by
        a party hereto at any time of any breach or noncompliance with any provision
        or
        condition of this Agreement to be performed by such other party shall be
        deemed
        a waiver of any other provisions or conditions at the same or at any prior
        or
        subsequent time.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      Section
        5.11 Captions.
        The
        captions in this Agreement are solely for convenience of reference and shall
        not
        be given any effect in the construction or interpretation of this
        Agreement.

      


      Section
        5.12 Counterparts/
        Facsimile Signatures.
        This
        Agreement may be executed in one or more counterparts (whether by facsimile
        or
        otherwise), each of which shall be deemed to be an original, and all of which
        together will constitute one and the same Agreement.

      


      Section
        5.13 General
        Release and Covenant Not to Sue.
        

      


      (a)    Executive
        acknowledges and agrees that by carrying out the terms of this Agreement,
        he
        expressly denies that any liability exists vis-à-vis the Company.

      


      (b)    Executive
        hereby releases, discharges, and covenants not to sue the Company, its
        predecessors, successors, subsidiaries, affiliates, divisions, assigns,
        employees, officers, directors, shareholders, representatives, attorneys,
        and
        agents, collectively, separately, and severally (the “Company and its
        Representatives”), from or for any and all state, local or federal claims,
        causes of action, liabilities, debts, contracts, agreements, damages, losses,
        costs, expenses, and judgments of every type and description whatsoever,
        known
        and unknown (including, but not limited to, claims arising under the Civil
        Rights Act of 1964, as amended; 42 U.S.C. §1981; the Rehabilitation Act of 1973,
        as amended; the Employee Retirement Income Security Act of 1974, as amended;
        the
        Fair Labor Standards Act of 1938, as amended; and the Americans with
        Disabilities Act; and claims of breach of contract, breach of covenant of
        good
        faith and fair dealing and wrongful termination of employment; and claims
        for
        bonus, benefits, reinstatement or attorneys’ fees)(collectively, “Claims”) which
        he, his heirs, administrators, executors, personal representatives,
        beneficiaries, agents, and assigns, collectively, separately or severally
        (“Executive and his Representatives”), has had, now has or may have or claim to
        have against the Company and its Representatives. 

      


      (c)    If
        a
        court has reached a final determination that Executive or his Representatives
        have breached this Agreement by filing a lawsuit, action or claim against
        the
        Company or its Representatives asserting any of the Claims released herein,
        (i)
        Executive will hold the Company harmless and reimburse the Company for the
        full
        amount of any and all expenses, including any costs and reasonable attorneys’
        fees, associated with defending such action, and (ii) the Company shall be
        entitled to cancel any unexercised portion of the option shares issued to
        Executive pursuant to a Stock Option Agreement dated September 22, 2005 (the
        “Option”).

      


      Section
        5.14    In
        consideration of this Agreement and other good and valuable consideration,
        the
        receipt and sufficiency of which is hereby acknowledged, the parties hereby
        agree that the prior Employment Agreement between the Company and the Executive
        has been terminated effective as of the date hereof and is no longer in force
        and effect.

      
 

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          11

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be duly executed and delivered
        as
        of the date first above written.

       

      
        
          	 	 	 
	 	
                  THE
                    COMPANY:

                   

                  MARKET
                    CENTRAL, INC. d/b/a SCIENTIGO, INC.

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                   
	
                  Its:

                	
                   

                  
                    
 

                


        



       

      
        
          	 	 	 
	 	EXECUTIVE:
	 	 
	 	 
	 	
                  

                  Print Name: PAUL S. ODOM