EXHIBIT 2.5

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                            STOCK PURCHASE AGREEMENT

                                      among

                                 ARIEL WAY, INC.

                                       and

                               MARKET CENTRAL, INC

                              September [___], 2004


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                                                   TABLE OF CONTENTS
<TABLE>
<S>                                                                                                     <C>
ss.1. Definitions......................................................................................   4

ss.2. Purchase and Sale of Purchased Shares............................................................   6
    (a)  Basic Transaction.............................................................................   6
    (b)  Purchase Consideration........................................................................   6
    (c)  Closing.......................................................................................   6
    (d)  Deliveries at Closing.........................................................................   6

ss.3.  Seller's Representations and Warranties.........................................................   6
    (a)  Organization, Qualification, and Corporate Power..............................................   7
    (b)  Authorization of Transaction..................................................................   7
    (c)  Noncontravention..............................................................................   7
    (d)  Capitalization................................................................................   7
    (e)  Subsidiaries and Equity Investments...........................................................   8
    (f)  No Material Adverse Change; Subsequent Events.................................................   8
    (g)  Legal Compliance..............................................................................   8
    (h)  Litigation....................................................................................   8
    (i)  Certain Business Relationships with Affiliates................................................   8
    (j)  Brokers' Fees.................................................................................   8
    (k)  Purchased Shares..............................................................................   8
    (l)  Disclaimer of Other Representations and Warranties............................................   8

ss.4  Buyer's Representations and Warranties...........................................................   9
    (a)  Organization, Qualification, and Corporate Power..............................................   9
    (b)  Authorization of Transaction..................................................................   9
    (c)  Noncontravention..............................................................................   9
    (d)  Brokers' Fees.................................................................................   9
    (e)  Investment....................................................................................   9

ss.5. Pre-Closing Covenants............................................................................  9
    (a)  General.......................................................................................  10
    (b)  Operation of Business.........................................................................  10
    (c)  Full Access...................................................................................  10
    (d)  Notice of Developments........................................................................  10
    (e)  Exclusivity...................................................................................  10

ss.6. Post-Closing Acknowledgements and Covenants......................................................  10
    (a)  Mutual Acknowledgements Regarding Post-Closing Dividend of Purchased Shares...................  11
    (b)  Further Assurances............................................................................  11

ss.7. Conditions to Obligation to Close................................................................  11
    (a)  Conditions to Buyer's Obligation..............................................................  11
    (b)  Conditions to Seller's Obligation.............................................................  11

ss.8. Remedies for Breaches of This Agreement..........................................................  12
    (a)  Survival of Representations and Warranties....................................................  12
    (b)  Indemnification Provisions for Buyer's Benefit................................................  12
    (c)  Indemnification Provisions for Seller's Benefit...............................................  13
    (d)  Matters Involving Third Parties...............................................................  13
    (e)  Determination of Losses.......................................................................  13
    (f)  Exclusive Remedy..............................................................................  13

ss.9. Termination......................................................................................  13
    (a)  Termination of Agreement......................................................................  14
    (b)  Effect of Termination.........................................................................  14
</TABLE>


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<TABLE>
<S>                                                                                                     <C>
ss.10. Miscellaneous...................................................................................  14
    (a)  Incorporation of Exhibits, Annexes, and Schedules.............................................  14
    (b)  Press Releases and Public Announcements.......................................................  14
    (c)  No Third-Party Beneficiaries..................................................................  14
    (d)  Construction..................................................................................  15
    (e)  Entire Agreement..............................................................................  15
    (f)  Succession and Assignment.....................................................................  15
    (g)  Counterparts..................................................................................  15
    (h)  Headings......................................................................................  15
    (i)  Notices.......................................................................................  15
    (j)  Governing Law; Jurisdiction...................................................................  16
    (k)  Amendments and Waivers........................................................................  16
    (l)  Severability..................................................................................  16
    (m)  Expenses......................................................................................  16
</TABLE>


Exhibit A-- Purchase Consideration

Attachment A - CONVEY ON DEMAND and SNAP SOFTWARE - Software License and Service
Agreement

Attachment  B - Assistance  with  Business  Development  and  Strategic  Support
Services

Exhibit B - Disclosure Schedule

Annex I -- Exceptions to Seller's Representations and Warranties

Annex II -- Exceptions to Buyer's Representations and Warranties


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                            STOCK PURCHASE AGREEMENT

          This Stock Purchase Agreement (this "Agreement") is entered into as of
September [__], 2004, by and among Market Central,  Inc., a Delaware corporation
("Buyer"),  and Ariel Way, Inc., a Delaware  corporation  ("Seller").  Buyer and
Seller may be referred to individually herein as a "Party" and, collectively, as
the "Parties."

          WHEREAS,  Buyer and Seller mutually desire to consummate a transaction
whereby  Buyer will  purchase  from Seller,  and Seller will sell to Buyer,  two
million  (2,000,000)  shares (the "Purchased  Shares") of the common stock,  par
value $0.001 per share, of Seller (the "Seller Common  Stock"),  in exchange for
Buyer's payment of the Purchase Consideration as described (and defined) below;

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
promises herein made, and in consideration of the  representations,  warranties,
and covenants herein contained, the Parties agree as follows.

          ss.1.  Definitions.  As used in this  Agreement,  the following  terms
shall have the following meanings:

          "Accredited  Investor"  has the  meaning  set  forth in  Regulation  D
promulgated under the Securities Act.

          "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

          "Buyer" has the meaning set forth in the preamble hereto.

          "Closing" has the meaning set forth in ss.2(c) below.

          "Closing Date" has the meaning set forth in ss.2(c) below.

          "Confidential   Information"  means  any  information  concerning  the
Purchased  Shares and/or the businesses and affairs of Seller and its Affiliates
that is not already generally available to the public.

          "Development/Support Services Consideration" has the meaning set forth
in ss.2(b) below.

          "DGCL" means the General Corporation Law of the State of Delaware,  as
from time to time amended and in effect.

          "Disclosure Schedule" has the meaning set forth in ss.3 below.

          "Indemnified Party" has the meaning set forth in ss.8(d) below.

          "Indemnifying Party" has the meaning set forth in ss.8(d) below.

          "Knowledge"  means actual  knowledge  without  independent  inquiry or
investigation,  which,  in the case of an entity or Person  other than a natural
person,  shall mean the actual  knowledge of the directors and senior  executive
officers  of  such  entity  or  other  Person  without  independent  inquiry  or
investigation.

          "Lien" means any mortgage, pledge, lien, encumbrance, charge, or other
security  interest,  other than (a) liens  incurred  or arising  (other  than in
connection  with the borrowing of money) in the Ordinary  Course of Business for
amounts (x) not yet due and payable or (y) otherwise being actively contested in
good faith through appropriate  proceedings,  in each case for which appropriate
reserves are being maintained in accordance with generally  accepted  accounting
principles,  and (b)  solely  in the  case  of the  Purchased  Shares,  transfer
restrictions  and similar  limitations  imposed thereon  pursuant to the express
provisions of the Certificate of  Incorporation  or Bylaws of Seller,  the DGCL,
the Securities Act or federal and state securities laws.



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          "Losses"   means   all   actions,   suits,   proceedings,    hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders, decrees, rulings,  damages, dues, penalties,  fines, costs, liabilities,
obligations, Taxes, liens, losses, expenses, and fees, including court costs and
reasonable attorneys' fees and expenses.

          "Market Central Technology Consideration" has the meaning set forth in
ss.2(b) below.

          "Material  Adverse  Effect" or  "Material  Adverse  Change"  means any
effect or change that would be materially  adverse to the business of Seller and
its Subsidiaries, taken as a whole, or on the ability of any Party to consummate
timely the transactions contemplated hereby; provided that none of the following
shall be deemed to  constitute,  and none of the  following  shall be taken into
account in  determining  whether  there has been, a Material  Adverse  Effect or
Material Adverse Change: (a) any adverse change, event,  development,  or effect
arising  from or  relating  to (1)  general  business  or  economic  conditions,
including   such   conditions   related  to  the  business  of  Seller  and  its
Subsidiaries,  (2) national or  international  political  or social  conditions,
including the  engagement by the United  States in  hostilities,  whether or not
pursuant to the declaration of a national emergency or war, or the occurrence of
any  military  or  terrorist  attack  upon  the  United  States,  or  any of its
territories, possessions, or diplomatic or consular offices or upon any military
installation,  equipment  or  personnel  of the United  States,  (3)  financial,
banking, or securities markets (including any disruption thereof and any decline
in the price of any security or any market index),  (4) changes in United States
generally   accepted   accounting   principles,   (5)  changes  in  law,  rules,
regulations,  orders,  or other binding  directives  issued by any  governmental
entity,  or (6) the taking of any action  contemplated by this Agreement and the
other agreements  contemplated  hereby, (b) any existing event,  occurrence,  or
circumstance  with  respect to which Buyer has  Knowledge as of the date hereof,
and (c) any  adverse  change  in or  effect on the  business  of Seller  and its
Subsidiaries  that is cured by Seller before the earlier of (1) the Closing Date
and (2) the date on which this Agreement is terminated pursuant to ss.10 hereof.

          "Ordinary Course of Business" means the ordinary course of business of
any specified Person(s) consistent with past custom and practice (including with
respect to quantity and frequency) of such Person(s).

          "Party" has the meaning set forth in the preamble hereto.

          "Person" means an individual, a partnership,  a corporation, a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization,  any  other  business  entity  or  a
governmental  entity  (or  any  department,  agency,  or  political  subdivision
thereof).

          "Purchase Consideration" has the meaning set forth in ss.2(b) below.

          "Purchased Shares" has the meaning set forth in the recital above.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Securities  Exchange Act" means the Securities  Exchange Act of 1934,
as amended.

          "Seller" has the meaning set forth in the preamble hereto.

          "Seller Common Stock" has the meaning set forth in the recital above.

          "Subsidiary"  shall mean, at any time, with respect to any Person (the
"Subject  Person"),  (i) any  Person  of which  either  (x) more than 50% of the
shares of stock or other interests entitled to vote in the election of directors
or comparable Persons  performing  similar functions  (excluding shares or other
interests  entitled  to vote only upon the failure to pay  dividends  thereon or
other  contingencies)  or (y) more than a 50% interest in the profits or capital
of such Person are at the time owned or controlled directly or indirectly by the
Subject Person or through one or more  Subsidiaries  of the Subject Person or by
the Subject Person and one or more  Subsidiaries of the Subject Person,  or (ii)
any Person whose assets,  or portions  thereof,  are  consolidated  with the net
earnings  of the  Subject  Person and are  recorded  on the books of the Subject
Person for financial reporting purposes in accordance with GAAP.



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          "Tax" or "Taxes" means any federal,  state,  local, or foreign income,
gross  receipts,  license,  payroll,   employment,   excise,  severance,  stamp,
occupation, premium, windfall profits, customs duties, capital stock, franchise,
profits, withholding,  social security (or similar),  unemployment,  disability,
real property,  personal  property,  sales, use, transfer,  registration,  value
added,  alternative  or  add-on  minimum,  estimated,  or other  tax of any kind
whatsoever,  including  any  interest,  penalty,  or addition  thereto,  whether
disputed or not.

          "Third Party Claim" has the meaning set forth in ss.8(d) below.

          ss.2. Purchase and Sale of Purchased Shares.

          (a) Basic  Transaction.  On and subject to the terms and conditions of
this Agreement,  Buyer agrees to purchase from Seller, and Seller agrees to sell
to Buyer, all of the Purchased Shares for the Purchase  Consideration  specified
below in ss.2(b).

          (b) Purchase  Consideration.  Buyer agrees to deliver to Seller at the
Closing aggregate purchase  consideration  having a total value to Seller of Two
Hundred  Fifty  Thousand  and  No/100  Dollars   ($250,000.00)   (the  "Purchase
Consideration"),  payment  of such  Purchase  Consideration  to be  effected  by
Buyer's execution and delivery to Seller at Closing of: (i) an agreement in form
and substance  satisfactory  to Seller  whereby Buyer shall commit to provide to
Seller,  free of charge or any other cost or expense  whatsoever to Seller,  the
products,  services  and related  interests  and rights  with  respect to Market
Central  Technology  as are  described in Exhibit A hereto (the "Market  Central
Technology Consideration"), which Market Central Technology Consideration shall,
as and when  provided  in  accordance  with  the  foregoing  agreement,  have an
aggregate  value to Seller  of not less than Two  Hundred  Thousand  and  No/100
Dollars ($200,000.00), plus (ii) an agreement in form and substance satisfactory
to Seller whereby Buyer shall commit to provide to Seller, free of charge or any
other cost or expense  whatsoever to Seller,  certain  business  development and
strategic  support  services related to  telecommunications  and technology M&A,
marketing and technology  activities,  as well strategic  business  planning and
related   assistance   and   services   (the    "Development/Support    Services
Consideration"),  which  Development/Support  Services  Consideration  shall  be
rendered by Buyer's  senior  executives as and when directed by Seller and, when
so  rendered,  shall  have an  aggregate  value to Seller of not less than Fifty
Thousand and No/100 Dollars ($50,000.00) as are described in Exhibit A hereto.

          (c)  Closing.  The closing of the  transactions  contemplated  by this
Agreement  (the  "Closing")  shall  take place at the  offices of Kelley  Drye &
Warren  LLP, in Vienna,  Virginia,  commencing  at 10:00 a.m.  local time on the
third (3rd) business day following the  satisfaction or waiver of all conditions
to the  obligations of the Parties to consummate the  transactions  contemplated
hereby (other than  conditions  with respect to actions the  respective  Parties
will take at the  Closing  itself)  or such  other  date as Buyer and Seller may
mutually determine in writing (the "Closing Date").

          (d) Deliveries at Closing. At the Closing, (i) Seller shall deliver to
Buyer the  various  certificates,  instruments,  and  documents  referred  to in
ss.7(a)  below,  (ii) Buyer will  deliver  to Seller the  various  certificates,
instruments,  and  documents  referred to in ss.7(b)  below,  (iii)  Seller will
deliver  to  Buyer  newly-issued  stock  certificates  representing  all  of the
Purchased   Shares,   and  (iv)  Buyer  will  deliver  to  Seller  the  Purchase
Consideration specified in ss.2(b) above.

          ss.3. Seller's  Representations and Warranties.  Seller represents and
warrants  to Buyer that the  statements  contained  in this ss.3 are correct and
complete as of the date of this  Agreement  and will be correct and  complete in
all material  respects as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
ss.3(a)),  except as set forth in the Disclosure Schedule delivered by Seller to
Buyer as attached hereto as Exhibit B, Annex I on and as of the date hereof (the
"Disclosure Schedule").



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         (a) Organization,  Qualification,  and Corporate Power.  Seller is duly
incorporated, validly existing, and in good standing under the laws of the State
of  Delaware.  Seller is duly  authorized  to  conduct  business  and is in good
standing  under  the  laws of each  jurisdiction  where  such  qualification  is
required,  except where the lack of such qualification would not have a Material
Adverse  Effect.  Seller has full corporate  power and authority to carry on the
businesses  in which it is engaged and to own and use the  properties  owned and
used by it. ss.3(a) of the Disclosure  Schedule lists the directors and officers
of Seller.

         (b)  Authorization of Transaction.  Seller has corporate full power and
authority to execute and deliver this  Agreement and to perform its  obligations
hereunder. This Agreement constitutes the valid, legal and binding obligation of
Seller,  enforceable against Seller in accordance with its terms and conditions.
Seller is not  required to give any notice to, make any filing  with,  or obtain
any authorization, consent, or approval of any government or governmental agency
in order for Seller to duly and fully perform its  obligations  as stipulated in
this  Agreement.  The execution,  delivery and performance of this Agreement and
all other  agreements  contemplated  hereby  have been  duly  authorized  by all
requisite corporate action of Seller.

          (c) Non-contravention.  Neither the execution and the delivery of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(A) violate any constitution,  statute, regulation, rule, injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to which  Seller is subject or any  provision of
Seller's  charter,  bylaws,  or other  governing  documents,  (B) conflict with,
result in a breach of,  constitute a default under,  result in the  acceleration
of, create in any party the right to accelerate,  terminate,  modify, or cancel,
or require any notice under any material agreement,  contract,  lease,  license,
instrument,  or other  arrangement to which Seller is a party or by which Seller
is bound  or to  which  any of its  assets  is  subject,  or (C)  result  in the
imposition or creation of a Lien upon or with respect to Purchased Shares.

          (d)  Capitalization.  The entire  authorized  capital  stock of Seller
consists of one hundred million  (100,000,000) shares of Seller Common Stock out
of which fourteen million  (14,000,000)  shares are issued and outstanding,  two
million  (2,000,000)  shares are reserved  for  issuance as the Purchase  Shares
hereunder and four million  (4,000,000) shares are held in treasury.  All of the
issued and outstanding shares of Seller Common Stock as aforesaid have been duly
authorized, are validly issued, fully paid, and non-assessable, and are owned of
record  by  such  Persons  and in such  amounts  as  listed  in  ss.3(d)  of the
Disclosure Schedule.  There are no outstanding or authorized options,  warrants,
purchase rights,  subscription  rights,  conversion rights,  exchange rights, or
other  contracts or commitments  (other than this  Agreement) that could require
Seller to issue,  sell,  or  otherwise  cause to become  outstanding  any of its
capital stock.  Notwithstanding the foregoing,  Buyer expressly acknowledges and
agrees  that Seller is  presently  contemplating,  and shall in all  respects be
entitled and  authorized to effect in Seller's  sole and absolute  discretion at
any time or from time to time  prior to,  at or after the  Closing,  one or more
issuances  of all or any  portion  of the four  million  (4,000,000)  unreserved
shares of Seller Common Stock currently held by Seller in treasury in connection
with any potential acquisition or equity-financing  transaction(s) as Seller may
desire to  effect  hereafter.  There  are no  outstanding  or  authorized  stock
appreciation,  phantom  stock,  profit  participation,  or similar  rights  with
respect to any capital stock of Seller.  Section 3(d) of the Disclosure Schedule
sets forth true,  correct,  and complete copies of the unaudited  balance sheet,
and the related profit and loss statement for the Seller and each Subsidiary, on
a consolidated basis, as, at and for the period beginning on January 1, 2004 and
ending on September  23, 2004 (the "Seller  Financial  Statements").  The Seller
Financial  Statements (i) have been prepared from, and are consistent  with, the
books  and  records  of the  Seller  and each  respective  Subsidiary;  (ii) are
accurate and complete in all material respects; and (iii) fairly present, in all
material  respects,  the  financial  condition  and results of operations of the
Seller and its Subsidiaries,  on a consolidated  basis, as at the dates, and for
the periods,  stated therein.  The financial books and records of the Seller and
each of its  Subsidiaries  are  maintained  in  accordance  with sound  business
practices and applicable legal requirements.

          (e)  Subsidiaries  and  Equity  Investments.  Except  as set  forth in
ss.3(e) of the Disclosure Schedule,  Seller does not have or maintain any direct
or indirect  subsidiaries,  nor does Seller  otherwise  own or have any right or
commitment to acquire, directly or indirectly, any outstanding capital stock of,
or other equity interests in, any Person.



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          (f) No Material Adverse Change;  Subsequent  Events.  At no time since
the date of Seller's  original  incorporation  in Delaware on September 8, 2004,
has there occurred or existed any Material Adverse Change.  Without limiting the
generality of the foregoing, at no time since such date has Seller or any of its
Affiliates  engaged in any  practice,  taken any  action,  or  entered  into any
transaction  outside  the  Ordinary  Course of Business  the primary  purpose or
effect of which has been to decrease,  deplete or impair the value of any of its
assets, businesses or prospects in any material respect.

          (g) Legal Compliance.  To the Knowledge of Seller, Seller has complied
with  all  applicable  laws  (including  rules,   regulations,   codes,   plans,
injunctions,  judgments,  orders,  decrees,  rulings, and charges thereunder) of
federal,  state,  local,  and foreign  governments  (and all agencies  thereof),
except where the failure to comply would not have a Material Adverse Effect.

          (h)  Litigation.  ss.3(h) of the  Disclosure  Schedule sets forth each
instance in which Seller (i) is subject to any outstanding injunction, judgment,
order,  decree,  ruling,  or  charge  or (ii) is a party  to any  action,  suit,
proceeding,   hearing,   or  investigation  of,  in,  or  before  any  court  or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction,  except where the injunction,  judgment,  order,  decree,  ruling,
action,  suit,  proceeding,  hearing, or investigation would not have a Material
Adverse Effect.

          (i) Certain  Business  Relationships  with  Affiliates.  Except as set
forth in ss.3(i) of the Disclosure Schedule,  no Affiliate,  director or officer
of Seller has been involved in any material business arrangement or relationship
with Seller within the past 12 months nor owns any material  asset,  tangible or
intangible, that is used in the business of Seller.

          (j) Brokers'  Fees.  Neither  Seller nor any of its Affiliates has any
liability or obligation to pay any fees or commissions to any broker, finder, or
agent with respect to the transactions  contemplated by this Agreement except as
set forth in ss.3(i) of the Disclosure Schedule.

          (k)  Purchased   Shares.   Upon  Buyer's   delivery  of  the  Purchase
Consideration  at Closing  as and in the  manner  provided  in ss.2  above,  the
Purchased  Shares  shall be duly  authorized,  validly  issued,  fully  paid and
non-assessable,  and  shall be  issued  to Buyer  free and  clear of any and all
Liens. The Purchased Shares are not and, upon issuance thereof at Closing, shall
not be subject to any (x) option, warrant,  purchase right, or other contract or
commitment in favor of any Person other than Buyer or (y) voting  trust,  proxy,
or other agreement or understanding with respect to the voting thereof.

          (l)  Disclaimer of Other  Representations  and  Warranties.  Except as
expressly set forth in this ss.3,  Seller makes no  representation  or warranty,
express or implied, at law or in equity, as to the Purchased Shares or otherwise
in respect of  Seller,  any  Affiliate  of  Seller,  or any of their  respective
assets, liabilities or operations,  including with respect to merchantability or
fitness  for any  particular  purpose,  and any such  other  representations  or
warranties are hereby expressly disclaimed. Buyer hereby acknowledges and agrees
that,  except  to the  extent  specifically  set  forth in this  ss.3,  Buyer is
purchasing the Purchased Shares on an "as-is, where-is" basis.

          ss.4 Buyer's  Representations  and  Warranties.  Buyer  represents and
warrants to Seller that the  statements  contained  in this ss.4 are correct and
complete as of the date of this Agreement and will be correct and complete as of
the  Closing  Date (as  though  made then and as though  the  Closing  Date were
substituted for the date of this Agreement  throughout this ss.4), except as set
forth in Exhibit B, Annex II attached hereto.

          (a)  Organization,  Qualification,  and  Corporate  Power.  Buyer is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Delaware.  Buyer is duly authorized to conduct business and
is in good standing under the laws of each jurisdiction where such qualification
is  required,  except  where  the lack of such  qualification  would  not have a
Material  Adverse Effect.  Buyer has full corporate power and authority to carry
on the businesses in which it is engaged and to own and use the properties owned
and used by it.  ss.4(a) of the  Disclosure  Schedule  lists the  directors  and
officers of Buyer.



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          (b)  Authorization of Transaction.  Buyer has full power and authority
to execute and deliver this Agreement and to perform its  obligations  hereunder
and  under  any  and all  agreements  relating  the  Purchase  Consideration  as
contemplated  hereby.  This Agreement (and each related  agreement as aforesaid)
constitutes  the  valid,  legal and  binding  obligation  of Buyer,  enforceable
against Buyer in accordance with its terms and conditions. Buyer is not required
to give any  notice  to,  make any filing  with,  or obtain  any  authorization,
consent,  or  approval  of any  government  or  governmental  agency in order to
consummate  the  transactions  contemplated  by this  Agreement.  The execution,
delivery and performance of this Agreement and all other agreements contemplated
hereby have been duly authorized by Buyer. Buyer has good and unencumbered title
to and/or other  legally-sufficient  rights to or interests in, and is fully and
unconditionally  entitled to furnish and convey to Seller, any and all products,
services, rights and interests included or to be included in the Convey OnDemand
Consideration and the Development/Support  Services Consideration deliverable to
Seller upon and after the Closing.

          (c) Non-contravention.  Neither the execution and the delivery of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(A) violate any constitution,  statute, regulation, rule, injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to which  Buyer is subject or any  provision  of
Buyer's  charter,  bylaws,  or other  governing  documents or (B) conflict with,
result in a breach of,  constitute a default under,  result in the  acceleration
of, create in any party the right to accelerate,  terminate,  modify, or cancel,
or require any notice under any material agreement,  contract,  lease,  license,
instrument,  or other  arrangement  to which  Buyer is a party or by which it is
bound or to which any of its assets is subject.

          (d) Brokers'  Fees.  Neither Buyer nor any of its  Affiliates  has any
liability or obligation to pay any fees or commissions to any broker, finder, or
agent with respect to the transactions contemplated by this Agreement.

          (e) Investment.  Buyer (A) understands  that the Purchased Shares have
not been, and will not be,  registered  under the  Securities  Act, or under any
state  securities  laws, and are being offered and sold in reliance upon federal
and state exemptions for transactions not involving any public offering,  (B) is
acquiring  the  Purchased  Shares  solely  for its own  account  for  investment
purposes  and,  other  than any  proposed  dividend  thereof  (which  shall  not
constitute a  "distribution"  for purposes of this  ss.4(e)(B))  by Buyer to its
stockholders as expressly  acknowledged by the Parties under ss.6(a) below,  not
with a view to the distribution  thereof;  (C) is a sophisticated  investor with
knowledge and  experience in business and  financial  matters,  (D) has received
certain  information  concerning Seller and the Purchased Shares and has had the
opportunity to obtain additional information as desired in order to evaluate the
merits and the risks  inherent in holding the Purchased  Shares,  (E) is able to
bear the economic  risk and lack of liquidity  inherent in holding the Purchased
Shares,  and (F) together  with its  applicable  Affiliate(s),  is an Accredited
Investor.

          ss.5. Pre-Closing Covenants. The Parties agree as follows with respect
to the period between the execution of this Agreement and the Closing.

          (a) General.  Each of the Parties will use its reasonable best efforts
to take all action and to do all things necessary or otherwise reasonably proper
or  advisable  in  order  to  consummate  and make  effective  the  transactions
contemplated by this Agreement (including  satisfaction,  but not waiver, of the
Closing conditions set forth in ss.7 below).

          (b)  Operation  of  Business.  Seller will not,  and will not cause or
permit any of its  Affiliates  to, engage in any practice,  take any action,  or
enter into any transaction with respect to Seller outside the Ordinary Course of
Business of Seller.  Without  limiting the generality of the  foregoing,  Seller
will not, and will not cause or permit any of its  Affiliates  to, engage in any
practice,  take any action,  or enter into any transaction  outside the Ordinary
Course of  Business  the  primary  purpose  or  effect of which is to  decrease,
deplete or impair the value of any of its assets, businesses or prospects in any
material  respect.  Seller  will  cause  its  executive  officers  to use  their
respective  commercially reasonable efforts to preserve intact Seller's business
organization and the good will of its customers, suppliers, employees and others
having material business relations with Seller.



                                     - 9 -
<PAGE>

          (c)  Full  Access.   Seller  will  permit   representatives  of  Buyer
(including  legal counsel and accountants) to have full access at all reasonable
times,  and  in a  manner  so as not  to  interfere  with  the  normal  business
operations of Seller and its Affiliates, to all premises, properties, personnel,
books,  records  (including  tax  records),   contracts,  and  documents  of  or
pertaining to Seller and the Purchased Shares. Buyer will treat and hold as such
any  Confidential  Information  it  receives  from  any  of  Seller  and/or  its
Affiliates and representatives in the course of the reviews contemplated by this
ss.5(c),  will not use any of the Confidential  Information except in connection
with this  Agreement,  and,  if this  Agreement  is  terminated  for any  reason
whatsoever,  will return to Seller all tangible  embodiments (and all copies) of
the Confidential Information which are in its possession.

          (d) Notice of Developments.

               (i)  Seller  may  elect  at  any  time  to  notify  Buyer  of any
          development  causing  a  breach  of  any of  the  representations  and
          warranties in ss.3 above. Unless Buyer has the right to terminate this
          Agreement  pursuant to ss.9(a)(ii)  below by reason of the development
          and  exercises  that right within the period of fifteen (15)  business
          days referred to in ss.9(a)(ii)  below, the written notice pursuant to
          this  ss.5(d)(i)  will  be  deemed  to  have  amended  the  Disclosure
          Schedule,   to  have  qualified  the  representations  and  warranties
          contained in ss.3 above,  and to have cured any  misrepresentation  or
          breach of warranty  that  otherwise  might have  existed  hereunder by
          reason of the development.

               (ii) Each Party will give prompt  written notice to the others of
          any material adverse development causing a breach of any of his or its
          own representations and warranties in ss.3 above. No disclosure by any
          Party pursuant to this ss.5(d)(ii),  however, shall be deemed to amend
          or supplement Annex I or the Disclosure Schedule or to prevent or cure
          any misrepresentation or breach of warranty.

          (e)  Exclusivity.  Seller  will not (and will not cause or permit  any
Affiliate,  officer,  director,  employee  or agent to)  solicit,  initiate,  or
encourage the submission of any proposal or offer  (including by engaging in any
discussions or negotiations  or furnishing any  information  with respect to any
such matters) from any Person  relating to the acquisition or disposition of any
material  portion  of the  capital  stock or  assets of  Seller  (including  any
acquisition structured as a merger, consolidation, or share exchange); provided,
however, that Seller, its Affiliates and their respective directors and officers
will remain free to participate in any  discussions or  negotiations  regarding,
furnish any information with respect to, assist or participate in, or facilitate
in any other manner any effort or attempt by any Person to do or seek any of the
foregoing  to  the  extent  (x)  relating  to  any   proposed   acquisition   or
equity-financing  transaction  with  respect  to  Seller  Common  Stock  held in
treasury as  referred to in ss.3(d)  above,  or (y) their  fiduciary  duties may
require.

          ss.6. Post-Closing  Acknowledgements and Covenants.  The Parties agree
as follows with respect to the period following the Closing.

          (a)  Mutual   Acknowledgements   Regarding  Post-Closing  Dividend  of
Purchased Shares. Subject to and in compliance with all applicable  requirements
of Buyer's charter,  bylaws and other governing documents and all federal, state
and local laws,  rules and  regulations  pertaining  thereto,  Buyer  intends to
effect, as soon as practicable following the Closing, an in-kind dividend to its
stockholders  of all or some portion of the Purchased  Shares,  but no less than
eighty percent (80%) of the Purchased  Shares.  For purposes of, but subject to,
Buyer's  undertaking  to make the foregoing  dividend of the  Purchased  Shares,
Seller agrees to cooperate with Buyer in using  commercially  reasonable efforts
to effect the  registration,  at the Seller's  expense,  of the Purchased Shares
under the Securities Act and to provide such other notices and effect such other
filings under the  Securities  Act,  Securities  Exchange Act and/or  comparable
state  securities  laws  as  may  be  necessary  or  reasonably  appropriate  in
connection with such registration and the authorization of such Purchased Shares
for public resale.



                                     - 10 -
<PAGE>

          (b)  Further  Assurances.  In case at any time after the  Closing  any
further action is necessary or reasonably  appropriate to carry out the purposes
and intent (including the Parties' intent as expressed in the foregoing ss.6(a))
of this Agreement,  each of the Parties will take such further action (including
the execution  and delivery of such further  instruments  and  documents) as any
other  Party  reasonably  may  request,  all at the sole cost and expense of the
requesting  Party (unless the  requesting  Party is entitled to  indemnification
therefor under ss.8 below).

          ss.7. Conditions to Obligation to Close.

          (a) Conditions to Buyer's Obligation. Buyer's obligation to consummate
the transactions to be performed by it in connection with the Closing is subject
to satisfaction of the following conditions:

               (i) the  representations  and  warranties set forth in ss.3 above
          shall be true and  correct in all  material  respects at and as of the
          Closing  Date,  except to the  extent  that such  representations  and
          warranties  are  qualified by terms such as  "material"  and "Material
          Adverse  Effect," in which case such  representations  and  warranties
          shall be true and  correct in all  respects  at and as of the  Closing
          Date;

               (ii) Seller shall have  performed  and  complied  with all of its
          pre-Closing  covenants  hereunder in all  material  respects as of and
          through  the  Closing,  except to the extent that such  covenants  are
          qualified by terms such as "material" and "Material  Adverse  Effect,"
          in which case Seller shall have  performed  and  complied  with all of
          such covenants in all respects as of and through the Closing;

               (iii)  there  shall not be in effect  any  injunction,  judgment,
          order, decree, ruling, or change in law, rule or regulation preventing
          consummation  of  any  of  the   transactions   contemplated  by  this
          Agreement;

               (iv) Seller shall have signed and executed Convertible  Debenture
          and  Standby  Equity  Distribution   Agreement  with  Cornell  Capital
          Partners, LP; and

               (v) Seller  shall have  delivered to Buyer a  certificate  to the
          effect that each of the conditions  specified above in ss.7(a)(i)-(iv)
          has  been,  and  remains  as of the  Closing  Date,  satisfied  in all
          respects.

Buyer may waive any  condition  specified in this  ss.7(a) by written  notice to
such effect delivered in Buyer's sole and absolute  discretion at any time prior
to or as of the Closing.

          (b)  Conditions  to  Seller's   Obligation.   Seller's  obligation  to
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:

               (i) the  representations  and  warranties set forth in ss.4 above
          shall be true and  correct in all  material  respects at and as of the
          Closing  Date,  except to the  extent  that such  representations  and
          warranties  are  qualified by terms such as  "material"  and "Material
          Adverse  Effect," in which case such  representations  and  warranties
          shall be true and  correct in all  respects  at and as of the  Closing
          Date;

               (ii) Buyer  shall have  performed  and  complied  with all of its
          pre-Closing  covenants  hereunder in all  material  respects as of and
          through  the  Closing,  except to the extent that such  covenants  are
          qualified by terms such as "material" and "Material  Adverse  Effect,"
          in which case Buyer shall have performed and complied with all of such
          covenants in all respects as of and through the Closing;



                                     - 11 -
<PAGE>

               (iii)  Seller  shall  have  received  from  Buyer   duly-executed
          counterparts   of  the   agreements   with  respect  to  the  Purchase
          Consideration  referred to in clauses  (i) and (ii) of ss.2(b)  above,
          with  such  agreements  in  each  case  being  in form  and  substance
          satisfactory to Seller;

               (iv)  there  shall not be in  effect  any  injunction,  judgment,
          order, decree, ruling, or change in law, rule or regulation preventing
          consummation  of  any  of  the   transactions   contemplated  by  this
          Agreement;

               (v) the Board of  Directors  of Buyer  shall  have  approved  the
          transactions contemplated by this Agreement; and

               (vi) Buyer shall have  delivered to Seller a  certificate  to the
          effect that each of the conditions  specified above in  ss.7(b)(i)-(v)
          has  been,  and  remains  as of the  Closing  Date,  satisfied  in all
          respects.

Seller may waive any  condition  specified in this ss.7(b) by written  notice to
such effect delivered in Seller's sole and absolute discretion at any time prior
to or as of the Closing.

          ss.8. Remedies for Breaches of This Agreement.

          (a)  Survival  of   Representations   and   Warranties.   All  of  the
representations  and warranties of Seller  contained in ss.3 above shall survive
the Closing  hereunder (unless Buyer had Knowledge of any  misrepresentation  or
breach of warranty at the time of Closing) and continue in full force and effect
until the twelve (12) month  anniversary  of the  Closing  Date,  whereupon  any
right,  remedy  or claim by,  through  or on behalf  of Buyer  with  respect  to
misrepresentation  or breach of any thereof shall be immediately and irrevocably
waived and forever barred.  All of the  representations  and warranties of Buyer
contained in ss.4 above shall survive the Closing  hereunder (unless Seller knew
or had reason to know of any misrepresentation or breach of warranty at the time
of Closing)  and  continue in full force and effect  until the twelve (12) month
anniversary  of the  Closing  Date,  whereupon  any  right,  remedy or claim by,
through or on behalf of Seller with  respect to  misrepresentation  or breach of
any thereof shall be immediately and irrevocably waived and forever barred.

          (b) Indemnification Provisions for Buyer's Benefit.

          (i)  In  the  event  Seller  breaches  any  of  its   representations,
warranties,  and  covenants  contained  herein,  and provided that Buyer makes a
written claim for indemnification  against Seller within the survival period (if
there is an applicable  survival period pursuant to ss.8(a) above),  then Seller
shall  indemnify  Buyer from and against any and all Losses (but  excluding  any
Losses suffered after the end of any applicable  survival period) reasonably and
proximately  resulting from such breach;  provided that Seller will be obligated
only to indemnify  Buyer from and against such Losses to the extent that (A) the
total amount of all such Losses incurred by Buyer as of and through the relevant
date equals or exceeds  Twenty-Five  Thousand Dollars ($25,000) in the aggregate
(which  indemnity  shall  commence from the first Dollar of Loss  exceeding such
threshold  amount),  and (B) the total  amount of Losses  for which  Seller  has
previously   indemnified   Buyer  would  not,  when  added   together  with  the
indemnifiable  Losses  currently  claimed by Buyer,  exceed  the total  value to
Seller of the  Purchase  Consideration  recited in ss.2(b)  above,  which amount
shall  constitute  Seller's  maximum  liability  under any indemnity  obligation
hereunder  or any other  theory or claim of  damages  or  recovery  asserted  or
alleged by, through or on behalf of Buyer in connection with any matters subject
or in any manner related to this Agreement; and

         (ii) Seller agrees to indemnify and hold harmless  Buyer,  each person,
if any, who  controls  Buyer within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act, and each director and officer of Buyer as follows:



                                     - 12 -
<PAGE>

               (A)  against  any and all  loss,  liability,  claim,  damage  and
          expense whatsoever,  as incurred,  arising out of any untrue statement
          or alleged  untrue  statement  of a  material  fact  contained  in the
          registration  statement  (or  any  amendment  thereto)  referenced  in
          Section 6(a) of this  Agreement,  or the omission or alleged  omission
          therefrom  of a  material  fact  required  to  be  stated  therein  or
          necessary to make the statements therein not misleading or arising out
          of any untrue statement or alleged untrue statement of a material fact
          included in any  preliminary or final  prospectus (or any amendment or
          supplement thereto),  or the omission or alleged omission therefrom of
          a material fact necessary in order to make the statements  therein, in
          the  light of the  circumstances  under  which  they  were  made,  not
          misleading;

               (B)  against  any and all  loss,  liability,  claim,  damage  and
          expense  whatsoever,  as  incurred,  arising out of any claim that the
          dividend of the Purchased  Shares by Buyer to its  stockholders was in
          any in violation of any applicable  provision of the Delaware  General
          Corporation Code;

               (C)  against  any and all  loss,  liability,  claim,  damage  and
          expense whatsoever, as incurred, to the extent of the aggregate amount
          paid  in  settlement  of  any  litigation,  or  any  investigation  or
          proceeding  by  any   governmental   agency  or  body,   commenced  or
          threatened,  or of any claim  whatsoever  based  upon any such  untrue
          statement  or  omission,  or any  such  alleged  untrue  statement  or
          omission or in connection with any violation of the nature referred to
          above;  provided that any such settlement is effected with the written
          consent of Seller; and

               (D)  against  any  and  all  expense   whatsoever,   as  incurred
          (including the reasonable fees and  disbursements of counsel chosen by
          Buyer),  reasonably incurred in investigating,  preparing or defending
          against any  litigation,  or any  investigation  or  proceeding by any
          governmental  agency or body,  commenced or  threatened,  or any claim
          whatsoever  based upon any such untrue  statement or omission,  or any
          such alleged  untrue  statement or omission or in connection  with any
          violation of the nature referred to above;

provided,  however,  that this indemnity  agreement shall not apply to any loss,
liability,  claim,  damage or expense to the  extent  arising  out of any untrue
statement or omission or alleged  untrue  statement or omission made in reliance
upon and in  conformity  with written  information  furnished to Seller by Buyer
expressly for use in such registration  statement (or any amendment thereto), or
any  preliminary or final  prospectus (or any amendment or supplement  thereto).
The  indemnification  provisions  set  forth in  Section  8(b)(ii)  shall not be
limited by the provisions of Section 8(b)(i).

          (c)  Indemnification  Provisions  for Seller's  Benefit.  In the event
Buyer breaches any of its representations,  warranties,  and covenants contained
herein,  and  provided  that Seller  makes a written  claim for  indemnification
against  Buyer within the survival  period (if there is an  applicable  survival
period  pursuant to ss.8(a) above),  then Buyer shall indemnify  Seller from and
against any and all Losses (but  excluding any Losses  suffered after the end of
any applicable  survival period) reasonably and proximately  resulting from such
breach;  provided that Buyer will be obligated only to indemnify Seller from and
against  such Losses to the extent that (A) the total  amount of all such Losses
incurred  by  Seller as of and  through  the  relevant  date  equals or  exceeds
Twenty-Five  Thousand Dollars  ($25,000) in the aggregate (which indemnity shall
commence from the first Dollar of Loss exceeding such threshold amount), and (B)
the total  amount of Losses for which Buyer has  previously  indemnified  Seller
would not, when added together with the  indemnifiable  Losses currently claimed
by  Seller,  exceed  the total  value to Seller  of the  Purchase  Consideration
recited  in  ss.2(b)  above,  which  amount  shall  constitute  Buyer's  maximum
liability under any indemnity  obligation hereunder or any other theory or claim
of damages or recovery asserted or alleged by, through or on behalf of Seller in
connection with any matters subject or in any manner related to this Agreement.



                                     - 13 -
<PAGE>

          (d) Matters Involving Third Parties.

               (i) If any third party shall  notify any Party (the  "Indemnified
          Party") with respect to any matter (a "Third Party  Claim")  which may
          give rise to a claim for indemnification  against any other Party (the
          "Indemnifying  Party")  under this ss.8,  then the  Indemnified  Party
          shall  promptly  (and in any event within five (5) business days after
          receiving  notice of the Third Party Claim)  notify each  Indemnifying
          Party thereof in writing.

               (ii) Any  Indemnifying  Party  will have the right at any time to
          assume and  thereafter  conduct  the  defense of the Third Party Claim
          with  counsel  of his or its  choice  reasonably  satisfactory  to the
          Indemnified Party; provided, however, that the Indemnifying Party will
          not consent to the entry of any judgment or enter into any  settlement
          with  respect  to the Third  Party  Claim  without  the prior  written
          consent of the Indemnified  Party (such consent not to be unreasonably
          withheld,  conditioned  or  delayed  if  the  applicable  judgment  or
          proposed  settlement  involves  only the payment of money  damages and
          does not  impose an  injunction  or other  equitable  relief  upon the
          Indemnified Party).

               (iii) Unless and until an Indemnifying  Party assumes the defense
          of the Third Party Claim as provided in  ss.8(d)(ii)  above,  however,
          the Indemnified  Party may defend against the Third Party Claim in any
          manner it reasonably may deem appropriate.

               (iv) In no event will the Indemnified  Party consent to the entry
          of any judgment or enter into any settlement with respect to the Third
          Party Claim  without  the prior  written  consent of the  Indemnifying
          Party (not to be unreasonably withheld, conditioned or delayed).

          (e) Determination of Losses. All  indemnification  payments under this
ss.8  shall  be paid by the  Indemnifying  Party  net of any  Tax  benefits  and
insurance coverage that may be available to the Indemnified Party.

          (f) Exclusive Remedy.  Buyer and Seller acknowledge and agree that the
foregoing indemnification  provisions in this ss.8 shall be the exclusive remedy
of Buyer and Seller with respect to Seller, Buyer, their respective  Affiliates,
the Purchased Shares and the transactions contemplated by this Agreement.

          ss.9. Termination.

          (a)  Termination  of  Agreement.  This  Agreement  shall be subject to
termination as follows:

               (i) Buyer and  Seller  may  terminate  this  Agreement  by mutual
          written consent at any time prior to the Closing;

               (ii) Buyer may terminate  this Agreement by giving written notice
          to Seller at any time prior to the Closing in the event (A) Seller has
          within the then-previous ten (10) business days given Buyer any notice
          pursuant  to  ss.5(d)(i)  above  and (B) the  development  that is the
          subject of the notice has had a Material Adverse Effect;

               (iii) Buyer may terminate this Agreement by giving written notice
          to Seller at any time prior to the Closing (A) in the event Seller has
          breached any material representation,  warranty, or covenant contained
          in this Agreement in any material  respect,  Buyer has notified Seller
          of the breach,  and the breach has continued without cure for a period
          of fifteen (15) business days after the notice of breach or (B) if the
          Closing  shall not have  occurred on or before  September 30, 2004, by
          reason of the failure of any condition  precedent under ss.7(a) hereof
          (unless the failure results  primarily from Buyer itself breaching any
          representation,  warranty,  or covenant  contained in this Agreement);
          and

               (iv) Seller may terminate this Agreement by giving written notice
          to Buyer at any time prior to the  Closing  (A) in the event Buyer has
          breached any material representation,  warranty, or covenant contained
          in this Agreement in any material  respect,  Seller has notified Buyer
          of the breach,  and the breach has continued without cure for a period
          of fifteen (15) business days after the notice of breach or (B) if the
          Closing  shall not have  occurred on or before  September 30, 2004, by
          reason of the failure of any condition  precedent under ss.7(b) hereof
          (unless the  failure  results  primarily  from  Seller  breaching  any
          representation, warranty, or covenant contained in this Agreement).



                                     - 14 -
<PAGE>

          (b) Effect of  Termination.  If any Party  terminates  this  Agreement
pursuant to ss.9(a) above,  all rights and obligations of the Parties  hereunder
shall  terminate  without any  liability of any Party to any other Party (except
for any  liability  of any Party then in breach);  provided,  however,  that the
confidentiality provisions contained in ss.5(d) above shall survive termination.

          ss.10. Miscellaneous.

          (a) Incorporation of Exhibits,  Annexes, and Schedules.  The Exhibits,
Annexes,  and Schedules  identified in this Agreement are incorporated herein by
reference and made a part hereof.

          (b) Press Releases and Public Announcements.  No Party shall issue any
press release or make any public announcement  relating to the subject matter of
this Agreement without the prior written approval of the other Party, except for
such public  disclosures  to the  minimum  extent  reasonably  and in good faith
believed  by a Party,  on the advice of its legal  counsel,  to be  required  by
applicable   law  or  any   listing  or   trading   agreement   concerning   the
publicly-traded  securities  of such Party (in which case the  disclosing  Party
will use its best efforts to advise and cooperate  with the other Party prior to
making such  disclosure in order to minimize the scope and effect thereof to the
extent practicable in the circumstances).

          (c) No Third-Party Beneficiaries.  This Agreement shall not confer any
rights or remedies  upon any Person other than the Parties and their  respective
successors and permitted assigns. Without limiting the foregoing, no stockholder
or Affiliate  of Buyer  shall,  by virtue of any  Purchased  Shares  dividend or
distribution  reference  made in ss.6(a) above or  otherwise,  have any right or
interest  whatsoever in any  transactions or other matters  contemplated by this
Agreement.

          (d)  Construction.  The  Parties  have  participated  jointly  in  the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
word " including" shall mean including without limitation.

          (e) Entire Agreement. This Agreement (including the documents referred
to herein)  constitutes the entire and exclusive  agreement  between the Parties
and supersedes any prior  understandings,  agreements,  or representations by or
among the Parties,  written or oral, to the extent they relate in any way to the
subject matter hereof.

          (f) Succession and  Assignment.  This Agreement  shall be binding upon
and inure to the  benefit  of the  Parties  named  herein  and their  respective
successors and permitted  assigns.  No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval  of the  other  Party  hereto  (such  approval  not to be  unreasonably
withheld, condition or delayed in the case of any proposed assignment by a Party
of any or all of its  rights  and  interests  hereunder  to one or  more  of its
Affiliates,  subject  to  such  Party's  remaining  fully  responsible  for  the
performance of all of its obligations hereunder).

          (g)  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts (including by means of facsimile), each of which shall be deemed an
original but all of which together will constitute one and the same instrument.

          (h) Headings.  The section  headings  contained in this  Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.



                                     - 15 -
<PAGE>

          (i)  Notices.  All  notices,  requests,  demands,  claims,  and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder shall be deemed duly given (i) when delivered
personally  to the  recipient,  (ii) one  business  day after  being sent to the
recipient by reputable  overnight courier service (charges  prepaid),  (iii) one
business  day after being sent to the  recipient by  facsimile  transmission  or
electronic  mail, or (iv) four business days after being mailed to the recipient
by certified or registered mail,  return receipt  requested and postage prepaid,
and addressed to the intended recipient as set forth below:

   If to Seller:                               Copy to:

   Ariel Way, Inc.                             Kelley Drye & Warren LLP
   8000 Towers Crescent Drive                  8000 Towers Crescent Drive
   Suite 1200                                  Suite 1200
   Vienna, VA 22182                            Vienna, VA 22182
   Attention: Mr. Arne Dunhem                  Attention:  Jay Schifferli, Esq.
                                                           Jason Karp, Esq.
   Facsimile: 703-991-0841                     Facsimile: 703-918-2450



   If to Buyer:                                Copy to:

   Market Central, Inc.                        Greenberg Trauig, LLP
   1650A Gum Branch Road                       3290 Northside Parkway
   Jacksonville, NC 28540                      Atlanta, GA 30327
   Attention:  Mr. Doyal Bryant                Attention: Gerald Baxter
   Facsimile: (704) 543-9384                   Facsimile: (678) 553-2212

Any Party may change the address to which notices,  requests,  demands,  claims,
and other  communications  hereunder  are to be  delivered  by giving  the other
Parties notice in the manner herein set forth.

          (j) Governing Law;  Jurisdiction.  This Agreement shall be governed by
and  construed in  accordance  with the  domestic  laws of the  Commonwealth  of
Virginia  without  giving  effect to any choice or conflict of law  provision or
rule (whether of the  Commonwealth of Virginia or any other  jurisdiction)  that
would  cause the  application  of the laws of any  jurisdiction  other  than the
Commonwealth  of Virginia.  Each Party hereby  irrevocably  and  unconditionally
submits to the  non-exclusive  jurisdiction,  forum and venue of any  federal or
state court located in the Commonwealth of Virginia with respect to any dispute,
controversy  or suit arising under or in connection  with this  Agreement or any
matter(s) contemplated hereby.

          (k)  Amendments  and Waivers.  No  amendment of any  provision of this
Agreement shall be valid unless the same shall be in writing and signed by Buyer
and Seller.  No waiver by any Party of any  provision  of this  Agreement or any
default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional  or not,  shall be valid  unless the same  shall be in  writing  and
signed by the Party  making  such  waiver,  nor shall  such  waiver be deemed to
extend  to any  prior or  subsequent  default,  misrepresentation,  or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.

          (l)  Severability.  Any term or  provision of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation or in any other jurisdiction.

          (m)  Expenses.  Each of Buyer and  Seller  will bear its own costs and
expenses  (including  legal fees and expenses)  incurred in connection with this
Agreement and the transactions contemplated hereby; provided,  however, that all
transfer, documentary, sales, use, stamp, registration and other such Taxes, and
all conveyance fees, recording charges and other fees and charges (including any
penalties and  interest)  incurred in connection  with the  consummation  of the
transactions contemplated by this Agreement shall be paid by Buyer when due, and
Buyer  shall,  at its own  expense,  file all  necessary  Tax  returns and other
documentation with respect to all such Taxes, fees and charges, and, if required
by applicable law.

                                    * * * * *


                                     - 16 -
<PAGE>

          IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.

         Seller:                            ARIEL WAY, INC.

                                            _______________________________

                                            By: ___________________________

                                            Title: ________________________



         Buyer:                             MARKET CENTRAL, INC.

                                            _______________________________

                                            By: ___________________________

                                            Title: ________________________


                                     - 17 -
<PAGE>


                                    EXHIBIT A


                             PURCHASE CONSIDERATION


Purchase  Consideration.  Buyer  agrees to  deliver  to  Seller  at the  Closing
aggregate purchase  consideration  having a total value to Seller of Two Hundred
Fifty Thousand and No/100 Dollars ($250,000.00) (the "Purchase  Consideration"),
payment of such Purchase  Consideration to be effected by Buyer's  execution and
delivery to Seller at Closing of:

(i) an agreement in form and  substance  satisfactory  to Seller  whereby  Buyer
shall  commit to provide to Seller,  free of charge or any other cost or expense
whatsoever to Seller,  the products,  services and related  interests and rights
with  respect  to Market  Central  Technology  as are  described  in  Exhibit A,
Attachment  A hereto (the  "Market  Central  Technology  Consideration"),  which
Market  Central  Technology   Consideration  shall,  as  and  when  provided  in
accordance  with the foregoing  agreement,  have an aggregate value to Seller of
not less than Two Hundred Thousand and No/100 Dollars ($200,000.00). Buyer shall
have the right of Software  License and Service  Agreements  as described by the
respective Attachments below for a total license fee of Two Hundred Thousand and
No/100 Dollars ($200,000.00).

Attachment A - Convey on Demand and SNAP Software - Software License and Service
Agreement

(ii) an agreement in form and  substance  satisfactory  to Seller  whereby Buyer
shall  commit to provide to Seller,  free of charge or any other cost or expense
whatsoever  to  Seller,  certain  business  development  and  strategic  support
services  related  to  telecommunications  and  technology  M&A,  marketing  and
technology   activities,   as  well  strategic  business  planning  and  related
assistance  and services  (the  "Development/Support  Services  Consideration"),
which  Development/Support  Services  Consideration shall be rendered by Buyer's
senior  executives as and when  directed by Seller and, when so rendered,  shall
have an  aggregate  value to Seller of not less than Fifty  Thousand  and No/100
Dollars  ($50,000.00)  as are described in Exhibit A,  Attachment B - Assistance
with Business Development and Strategic Support Services hereto.




                                     - 18 -
<PAGE>

                                    EXHIBIT A


                                  ATTACHMENT A


                     MARKET CENTRAL TECHNOLOGY CONSIDERATION


  CONVEY ON DEMAND AND SNAP SOFTWARE - SOFTWARE LICENSE AND SERVICES AGREEMENT






(See Separate Document)



                                     - 19 -
<PAGE>

                                    EXHIBIT A


                                  ATTACHMENT B


                   DEVELOPMENT/SUPPORT SERVICES CONSIDERATION


       ASSISTANCE WITH BUSINESS DEVELOPMENT AND STRATEGIC SUPPORT SERVICES


Services Provided: Market Central senior executives will provide the Seller with
business  development and strategic support services as independent  consultants
related to telecom and technology M&A, marketing and technology activities,  and
strategic business planning.

Senior Executives Providing the Services:  The services provided shall be by Mr.
Doyal Bryant and Preston  Rodenbaugh,  both senior executive  representatives of
Market Central, Inc., the Buyer

Period of  Duration  of  Services  Provided:  Over a twelve  (12)  month  period
starting upon the Closing Date of this Agreement

Minimum  Number of Hours of Services  Provided:  A minimum of two hundred  fifty
(250) hours of services over a twelve (12) month period

Point of Contact within Seller: The Chairman of the Board

Value of Services  Provided:  The services provided by Market Central are valued
at $50,000.00 based on an hourly rate of $200.00 per hour.



                                     - 20 -
<PAGE>

                                    EXHIBIT B


                               DISCLOSURE SCHEDULE


                                     ANNEX I


              EXCEPTION TO SELLER'S REPRESENTATIONS AND WARRANTIES



ss.3(d) Issued and outstanding shares of Seller Common Stock:

         The Dunhem Family Trust            7,600,000 shares

         Anand Kumar                        2,800,000 shares

         Magdy Battikha                     1,100,000 shares

         Christopher Thornblom              480,000 shares

         David Morris                       400,000 shares

         Michael H. Jordan                  300,000 shares

         Voula Canellias                    300,000 shares

         Aziz Bennani                       300,000 shares

         Steven Toro                        200,000 shares

         Others, Reserve                    520,000 shares

         Total Issued                       14,000,000 shares

ss.3(d) Outstanding Options

          None Outstanding

ss.3(d) Outstanding Warrants

          Three  members of the  Management  Team Arne  Dunhem,  Anand Kumar and
Magdy Battikha respectively have been granted a warrant to acquire shares of the
Seller's Common Stock as follows from their respective employment agreements:

          Mr. Dunhem, Kumar and Battikha  respectively will, upon the completion
of an  application  by  Ariel  Way,  Inc to  become a  public  company  or of an
acquisition or merger of Ariel Way, Inc. with a public  corporate  entity making
the surviving  company a public company with the Ariel Way, Inc.'s  shareholders
controlling  at least eighty five percent  (85%) of the  surviving  company,  be
granted a warrant,  assuming that the total number of outstanding  public shares
of the Company is twenty million (20,000,000) shares of Common Stock, to acquire
1,150,000,  980,000,  and 780,000  respectively  shares of the Company's  common
stock at an exercise price of $0.010 per share (the "Warrant Shares") to vest as
follows:  (i) 30,000,  25,000, and 20,000 respectively Warrant Shares shall vest



                                     - 21 -
<PAGE>

each month during the term of this Agreement or immediately if Mr. Dunhem, Kumar
and  Battikha's  respective  employment is terminated  without cause or for good
reason or due to a change in control,  sale of a majority of the common stock or
substantially  all of the assets of the Company or merger of the Company into or
with another  company  (unless such company is less than fifty  percent (50%) of
the size  (measured  by market  value) of the  Company)  or reverse  merger with
another company;  and (ii) 430,000,  380,000,  and 300,000  respectively Warrant
Shares will vest immediately upon the Company achieving a $25 million market cap
for ten (10)  consecutive  trading  days and a price  per share of not less than
$0.50.  The Warrant  Shares  granted  hereunder  must be  exercised by the tenth
anniversary  of the date of vesting or shall be forfeited by Mr.  Dunhem,  Kumar
and Battikha  respectively.  All Warrant Shares granted  hereunder  shall have a
"cashless"  exercise  provision  which  enables Mr.  Dunhem,  Kumar and Battikha
respectively  to give up a portion of his  Warrant  Shares in order to  exercise
others  without  paying  cash for them.  The number of warrant  shares  shall be
prorate  adjusted if the assumption that the initial total number of outstanding
shares of public Common Stock of the surviving  Company is different from twenty
million  (20,000,000)  shares of Common  Stock.  Further,  the number,  kind and
strike  price  of  the  stock  Warrant   Shares  granted   hereunder   shall  be
appropriately and equitably adjusted to reflect any stock dividend, stock split,
spin-off,    split-off,    extraordinary   cash   dividend,    recapitalization,
reclassification  or other major  corporate  action  affecting  the stock of the
Company  to the end that  after  such  event Mr.  Dunhem,  Kumar and  Battikha's
respectively proportionate interest in the Company shall be maintained as before
the occurrence of such event. Mr. Dunhem, Kumar and Battikha  respectively shall
also receive payment of any cash dividend or stock dividend declared and paid by
the  Company as if Mr.  Dunhem,  Kumar and  Battikha  respectively  had  already
exercised all of his Warrant Shares, including unvested Warrant Shares.

ss.3(d) Seller Financial Statements

     a.   See separate document "Ariel Way, Inc., Balance Sheet, As of September
          23, 2004"

     b.   See separate document "Ariel Way, Inc., Profit & Loss, January 1, 2004
          through September 23, 2004"


ss.3(i) Brokers' Fees

          Seller  has  engaged  Mr.  Michael  H.  Jordan  as  Consultant,  on  a
non-exclusive  basis to locate and refer to Seller companies that wish to engage
in M&A activities with Seller and to refer companies to Seller. Consultant is to
be paid upon the  closing of a  transaction  as defined  as the  execution  of a
definitive  agreement and closing of a transaction between Seller and a company,
referred to Seller by  Consultant.  A total of 300,000 shares of Common Stock of
Seller has been set aside as compensation for Consultant.



                                     - 22 -
<PAGE>

                                    EXHIBIT B


                               DISCLOSURE SCHEDULE


                                    ANNEX II


               EXCEPTION TO BUYER'S REPRESENTATIONS AND WARRANTIES











                                     - 23 -