Unassociated Document


    
      EXHIBIT
        4.8

      


       

      8%
        B NOTE

      
        	 	 
	
                ${______}.00

              	
                ________,
                  200_

              


      

      


      Subject
        to the terms and conditions of this 8% B Note (“Note”), for good and valuable
        consideration received, Market Central, Inc. d/b/a Scientigo, Inc., a Delaware
        corporation (the “Company”), promises to pay to the order of {_____________}
        (“Holder”) the principal amount of ${__________}.00 (the “Principal Amount”),
        plus simple interest, accrued on unpaid principal from the date of this Note
        until paid at the rate of 8.0% per annum (360-day year basis).

       

      The
        following is a statement of the rights of the Holder of this Note and the
        terms
        and conditions to which this Note is subject, and to which the Holder, hereof,
        by the acceptance of this Note, agrees:

       

      Payment
        Obligation.
        The
        principal and accrued but unpaid interest under this Note will be paid to
        the
        Holder on May 31, 2007 (the “Maturity Date”), unless previously paid or
        converted into securities of the Company in accordance with the “Optional
        Conversion” section hereof. All payments of principal and/or interest under this
        Note will be made at the address set forth below or by mail to the address
        of
        record of the Holder. All cash payments hereunder shall be made in lawful
        money
        of the United States of America, to the Holder, at such place and to such
        account as the Holder shall designate in a written notice to the Company.
        Accrued
        but unpaid interest shall be due and payable quarterly, commencing on the
        earlier of the first February 28, May 31, August 31 or November 30 following
        the
        date hereof.

       

      Prepayment.
        The
        principal amount of this Note may be prepaid by the Company at any time without
        penalty upon thirty (30) days prior written notice to the Holder; provided
        that
        if such written notice is provided at anytime that the Principal Amount may
        not
        be converted into Conversion Shares as set forth in the “Optional Conversion”
        section hereof, such prepayment shall be permissible only with the prior
        written
        consent of the holder hereof.

       

      Optional
        Conversion.
Beginning
        ______________, 2007 [12 months from the Exchange Offer Expiration Date as
        defined in the Company’s prospectus dated December __, 2005, pursuant to which
        this Note was issued] or such later date that the Company has filed a
        registration statement that has been declared effective by the SEC for the
        purpose of issuing registered shares of Common Stock upon conversion of the
        Principal Amount of this Note, and ending on the Maturity Date, the
        Principal Amount outstanding under this Note may be converted at the option
        of
        the Holder into shares of Common Stock of the Company at a conversion rate
        of
        one share per $.96 of the Principal Amount (the “Conversion Shares”). Such
        optional conversion may be for the whole or any part of the Principal Amount
        of
        this Note. The Holder may exercise his conversion rights hereunder by delivering
        a conversion notice to the Company substantially in the form of Exhibit A
        hereto.

       

      The
        Company agrees to use its best efforts to (i) file such registration statement
        with the SEC and obtain such effectiveness not later than _______________,
        2007
        [12 months from the Exchange Offer Expiration Date as defined in the Company’s
        prospectus dated December __, 2005, pursuant to which this Note was issued],
        and
        (ii) maintain the effectiveness of such registration for so long as this
        Note is
        outstanding.

      

        Reorganization,
          Reclassification, Consolidation, Merger or Sale, etc.  

         

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

         

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

         

        Stock
          to be Reserved.
          The
          Company will at all times reserve and keep available out of its authorized
          Common Stock or its treasury shares, solely for the purpose of issue upon
          the
          conversion of the Principal Amount of the Note as herein provided, such
          number
          of shares of Common Stock as shall then be issuable upon the conversion
          of then
          outstanding Principal Amount of this Note. The Company covenants that all
          shares
          of Common Stock which shall be so issued shall be duly and validly issued
          and
          fully paid and nonassessable and free from all liens and charges with respect
          to
          the issue thereof. 

         

      

      
      

      Assignment.
        The
        rights and obligations of the Company and the Holder will be binding upon
        and
        inure to the benefit of the successors, assigns, heirs, administrators and
        transferees of the parties.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Waiver
        and Amendment.
        Any
        provision of this Note may be amended, waived or modified upon the written
        consent of the Company and the Holder.

       

      Notices.
        Any
        notice, request or other communication required or permitted hereunder will
        be
        in writing and shall be deemed to have been duly given if personally delivered
        or if telegraphed or mailed by registered or certified mail, postage prepaid,
        at
        the respective addresses of the parties as set forth below. Any party hereto
        may
        by notice so given change its address for future notice hereunder. Notice
        will
        conclusively be deemed to have been given when personally delivered or when
        deposited in the mail or telegraphed in the manner set forth above and will
        be
        deemed to have been received when delivered. Prior to the maturity of this
        Note,
        if the Company (i) fixes a record date for purposes of determining
        the
        Holders of any class or series of securities who are entitled to receive
        any
        dividend or other distribution, or (ii) fixes a closing date for the
        issuance of any equity securities of the Company, the Company will mail to
        the
        Holder, at least fifteen (15) days prior to such date a notice specifying
        such
        record date or closing date and the matter pursuant to which such record
        date or
        closing date has been set. Prior to the payment of any Principal Amount,
        the
        Company shall provide the Holder with thirty (30) days prior written notice,
        stating that the Holder may convert the Principal Amount of the Note into
        Conversion Shares prior to payment.

       

      Rights
        as a Stockholder.
        This
        Note, as such, shall not entitle the Holder to any rights as a stockholder
        of
        the Company, except as otherwise specified herein.

       

      Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware, excluding that body of law relating to conflict of
        laws.

       

      Severability.
        If one
        or more provisions of this Note are held to be unenforceable under applicable
        law, such provision shall be excluded from this Note and the balance of the
        Note
        shall be interpreted as if such provision were so excluded and shall be
        enforceable in accordance with its terms. 

       

      Time
        of the Essence.
        Time is
        of the essence of this Note.

       

      Costs
        of Enforcement; Presentment.
        The
        Company agrees to pay on demand all of the losses, costs, and expenses
        (including, without limitation, all reasonable attorneys’ fees and
        disbursements) which the Holder incurs in connection with enforcement of
        this
        Note, or the protection or preservation of the Holder’s rights under this Note,
        whether by judicial proceeding or otherwise. Such costs and expenses include,
        without limitation, those incurred in connection with any workout or
        refinancing, or any bankruptcy, insolvency, liquidation or similar proceedings.
        The Company hereby waives diligence, demand, presentment, protest or notice
        of
        any kind. The Company agrees to make all payments under this Note without
        setoff
        or deduction and regardless of any counterclaim or defense.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Headings;
        References.
        All
        headings used herein are used for convenience only and will not be used to
        construe or interpret this Note. Except where otherwise indicated, all
        references herein to Sections refer to Sections hereof.

       

      Previous
        Agreements Superceded.
        This
        Note shall supercede all previous agreements made on or prior to the date
        hereof
        between the Holder and the Company with respect to the subject matter
        hereof.

      


      IN
        WITNESS WHEREOF, the parties have caused this Note to be issued as of
        _____________, 200_.

      


      
        	 	
                THE
                  COMPANY:

                 

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

                 

                By:__________________________________________

                Name:________________________________________

                Title:_________________________________________

                 

                Address:

                Suite
                  205

                6701
                  Carmel Road

                Charlotte,
                  NC 28226

              
	 	 
	 	
                HOLDER:

                 

                
                  By:__________________________________________

                

                 

                 

                Address:

                _________________________

                _________________________

                _________________________
                  

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      Scientigo,
        Inc.

      6701
        Carmel Road

      Suite
        205

      Charlotte,
        NC 28266

      Atten:
        Chief Financial Officer

      


      CONVERSION
        NOTICE

      


      SCIENTIGO
        8% B NOTES

       

      The
        undersigned is the owner of $______________ Principal Amount of Scientigo
        8% B
        Notes (the “Note”), which original Note is enclosed with this Conversion Notice.
        In accordance with the terms of such Note, the undersigned hereby elects
        to
        convert $_____________ Principal Amount of the Note into shares of the Common
        Stock of Scientigo, Inc. Any remaining Principal Amount of the Note and the
        shares of Common Stock should be delivered to:

       

      
        	 	
                __________________________________________

                __________________________________________

                __________________________________________

                 

              
	 	 
	 	
                Name:__________________________________________

                Title:___________________________________________

                Date:___________________________________________