EXHIBIT 10.15

     MARKETCENTRAL.NET CORP.

                              MAY DAVIS GROUP, INC.

                                ESCROW AGREEMENT

                                      WITH

                            FIRST UNION NATIONAL BANK


     This  Agreement  is  made  and  entered into as of December 11, 2001 by and
among  MARKETCENTRAL.NET  CORP.  (the  "Company"),  MAY  DAVIS  GROUP, INC. (the
"Placement  Agent"),  and  FIRST  UNION  NATIONAL  BANK,  a  national  banking
association  with  a  principal  New York corporate trust office at 12 East 49th
Street,  37th  Floor,  New  York,  New  York  10017  (the  "Escrow  Agent").

     WHEREAS,  the  Company  proposes to offer for sale to investors through the
Placement  Agent  up  to  $10,000,000  of the Company's common stock, $.0001 par
value per share (the "Common Stock").  The Common Stock is being offered through
the  Placement  Agent  pursuant  to  the  terms  of an investment agreement (the
Investment  Agreement")  being  entered into between the Company and one or more
investors.

     WHEREAS,  such investments will be made in reliance upon registration under
the  Securities  Act  of  1933,  as  may  be  amended  (the  "1933  ACT").

     WHEREAS,  the  offering  of  Common  Stock  will  terminate at the close of
business  forty-eight  (48)  calendar  months  after  the  date the registration
statement  covering  the  Common  Stock  is declared effective (the "Termination
Date").  The  Placement  Agent  reserves  the  right, in its sole discretion, to
reject  any  subscription,  in  whole or in part, for the purchase of the Common
Stock  offered  hereby.  In  the  case of orders which are rejected or partially
rejected, the Placement Agent will promptly refund, without interest, the amount
of the subscription price representing the entire rejected order or that portion
thereof  which  has  not  been  accepted.

     WHEREAS,  with  respect  to  all  subscription  payments  for  Common Stock
received  from  subscribers, the Company proposes to establish an escrow account
with  the  Escrow Agent at the office of its Corporate Trust Department, 12 East
49th  Street,  37th  Floor,  New  York,  New  York  10017.

     WHEREAS,  the  Placement  Agent  intends  to  sell  the Common Stock as the
Company's  placement  agent  on  a  "best  efforts  "  basis  only.

     WHEREAS,  the Company and the Placement Agent desire to establish an escrow
account  ("Escrow  Fund  Account")  in  which funds received from subscribers of
Common  Stock ("Subscribers") will be deposited pending receipt of the number of
shares  of  Common  Stock  being purchased.  The Escrow Agent agrees to serve as
escrow  agent  in  accordance  with  the  terms and conditions set forth herein.

NOW  THEREFORE,  the  parties  hereto  agree  as  follows:

     1.     The  Escrow  Agent shall hold the Escrow Fund Account subject to the
terms of this Escrow Agreement and shall act in accordance with the instructions
contained  in  this  Escrow  Agreement.

     2.     Upon  the  written  instructions  of  the  Placement  Agent  and the
Company, the Escrow Agent shall deliver all or a part of the funds in the Escrow
Fund  Account and any Common Stock it may receive as Escrow Agent, at such times
and  in  such  manner  as  shall  be  set  forth  in  such written instructions.

3.     Unless  otherwise  instructed  by  the Placement Agent, any cash balances
held  under  this  Escrow  Agreement  shall  be  invested  in the Evergreen Cash
Management  Treasury Money Market Fund # 765.  All income earned from the Escrow
Fund  Account  shall be retained by the Escrow Agent and disbursed for any fees,
expenses  or  other  amounts  due  to  the  Escrow  Agent.

     4.     This Escrow Agreement shall terminate upon the final distribution of
all  amounts  in  the  Escrow  Account  and  any  income  earned thereon, unless
terminated  sooner  by  the  written  instructions  of the Company and Placement
Agent.

     5.     (a)     The  Escrow  Agent shall not in any way be bound or affected
by any notice of modification or cancellation of this Escrow Agreement unless in
writing  signed  by  the  Company  and the Placement Agent, nor shall the Escrow
Agent  be bound by any modification hereof unless the same shall be satisfactory
to  it.  The  Escrow  Agent  shall  be  entitled  to  rely  upon  any  notice,
certification,  demand or other writing delivered to it hereunder by the Company
and/or  the Placement Agent without being required to determine the authenticity
or the correctness of any facts stated therein, the propriety or validity of the
service  thereof,  or  the  jurisdiction  of  the  court  issuing  any judgment.

          (b)     The  Escrow  Agent  may  act  in  reliance  upon any signature
believed  by it to be genuine, and may assume that any person purporting to give
any  notice or receipt, or make any statements in connection with the provisions
hereof  has  been  duly  authorized  to  do  so.

          (c)     The  Escrow  Agent  may  act  relative hereto in reliance upon
advice  of  counsel in reference to any matter connected herewith, and shall not
be  liable  for  any  mistake  of  fact or error or judgment, or for any acts or
omissions  of  any  kind,  unless  caused  by  its  willful  misconduct or gross
negligence.

          (d)     The Escrow Agent may resign and be discharged of its duties as
Escrow Agent hereunder by giving ten (10) days written notice to the Company and
the Placement Agent.  Such resignation shall take effect ten (10) days after the
giving  of  such notice, or upon receipt by the Escrow Agent of an instrument of
acceptance  executed by a successor escrow agent and upon delivery by the Escrow
Agent to such successor of all of the escrowed documents and funds or securities
then  held by it.  If no successor escrow agent is appointed in writing ten (10)
days  after  giving such notice, the Escrow Agent shall deliver all funds in the
Escrow  Account  to  the  Company.

          (e)     The  Company  and  the Placement Agent hereby agree to jointly
and  severally,  indemnify  and  hold  the  Escrow Agent harmless from any loss,
liability  or  expense,  arising out of or related to this Escrow Agreement, and
for all costs and expenses, including the fees and expenses of counsel, incurred
in  connection  with  this  Escrow  Agreement.  The provisions of this paragraph
shall  survive  the  termination  of  this  Agreement.

          (f)     The  duties  and  obligations  of  the  Escrow  Agent shall be
determined  solely  by  the  express provisions of this Agreement and the Escrow
Agent  shall  not  be  liable  except  for  the  performance  of such duties and
obligations  as are specifically set forth in this Escrow Agreement.  The Escrow
Agent  shall  have no liability or duty to inquire into the terms and conditions
of  any  agreement  to  which  it  is  not  a  party.

          (g)     If  a  controversy  arises  between one or more of the parties
hereto,  or between any of the parties hereto and any person not a party hereto,
as  to  whether  or not or to whom the Agent shall deliver the Escrow Account or
any portion thereof or as to any other matter arising out of or relating to this
Agreement  or the Escrow Account deposited hereunder, the Escrow Agent shall not
be required to determine same and need not make any delivery of the funds in the
Escrow Account or any portion thereof but may retain such funds until the rights
of the parties to the dispute shall have finally been determined by agreement or
by  final  order of court of competent jurisdiction, provided, however, that the
time of appeal of any such final order has expired without an appeal having been
made.  The  Escrow Agent shall deliver the Escrow Account or any portion thereof
within  15  days  after the Escrow Agent has received written notice of any such
agreement  or  final order (accompanied by an affidavit that the time for appeal
has  expired  without  an  appeal  having been made).  The Escrow Agent shall be
entitled  to assume that no such controversy has arisen unless it has received a
written  notice  that such a controversy has arisen which refers specifically to
this  Agreement  and identifies by name and address the adverse claimants to the
controversy.  If a controversy of the type referred to in this paragraph arises,
the  Escrow  Agent  may,  in  its sole discretion but shall not be obligated to,
commence interpleader or similar actions or proceedings for determination of the
controversy.

          (h)     The  Escrow Agent shall not be required to institute or defend
any  action  (including  interpleader)  or  legal  process  involving any matter
referred  to herein which in  any manner affects it or its duties or liabilities
hereunder.  In  the  event  the  Escrow Agent shall institute or defend any such
action or legal process, it shall do so only upon receiving full indemnity in an
amount  and  of  such  character as it shall require, against any and all claims
liabilities,  judgments,  attorney's  fees  and  other expenses of every kind in
relation  thereto,  except  in  the  case of its own willful misconduct or gross
negligence.

          (i)     In  the  event that the Escrow Agent receives or becomes aware
of conflicting demands or claims with respect to any funds, securities, property
or  documents  deposited  or  delivered  in  connection herewith, or the parties
disagree  about  the  interpretation  of this Agreement, or about the rights and
obligations,  or  the  propriety, of any action contemplated by the Escrow Agent
hereunder,  or  if  the  Escrow  Agent otherwise has any doubts as to the proper
disposition of funds or the execution of any of its duties hereunder, the Escrow
Agent  shall  have  the right to discontinue any or all further acts on its part
until  such conflict, disagreement or doubt is resolved to its satisfaction.  In
addition,  the  Escrow  Agent  may,  in  its  sole discretion, file an action in
interpleader  in  any  court of competent jurisdiction to resolve the dispute or
uncertainty.  The  Placement Agent and the Company agree, jointly and severally,
to  indemnify  the Escrow Agent and hold it harmless from and against all costs,
including  reasonable  attorney's fees and expenses incurred by it in connection
with  such  action.  In  the  event  that  the  Escrow  Agent files an action in
interpleader,  it  shall  thereupon  be  fully  released and discharged from all
further obligations to perform any and all duties or obligations imposed upon it
by  this  Agreement, other than safekeeping of the assets in the Escrow Account,
if  not  paid  into  Court.

     6.     Any notice, direction, request, instruction, legal process, or other
instrument  to  be given or served hereunder by any party to another shall be in
writing, shall be delivered personally or sent by certified mail, return receipt
requested,  to  the  respective party or parties at the following addresses, and
shall  be  deemed  to  have  been  given  when  received.

          IF  TO  THE  COMPANY,

          MarketCentral.Net  Corp.
          Paul  Taylor,  CEO
          6401  South  Boston  Street
          Englewood,  CO  8011
          Tel.:  720-489-1315
          Fax:

          Tax  ID#

          IF  TO  THE  PLACEMENT  AGENT,

          Hunter  Singer
          National  Securities  Corp.
     c/o  May  Davis  Group,  Inc.
     120  Broadway,  28th  Floor
     New  York,  New  York  10271
          Tel.:  2120417-8118
          Fax:

          Tax  ID#

          If  to  the  Escrow  Agent:

          First  Union  National  Bank
          Corporate  Trust  Department
          12  East  49th  Street,  37th  Floor
          New  York,  New  York  10017
          Tel:  (212)  451-2531
          Fax:  (212)  451-2537

          Any  party  may change its or his address by written notice to each of
the  other  parties.

     7.     The  Escrow Agent's fee for acting under this Escrow Agreement shall
be  set  forth  in  a  separate  letter  and  agreed  to by the party or parties
responsible  for  payment.  The  Escrow  Agent's  fees  and  expenses, including
counsel  fees, shall be paid by the Company.  The Escrow Agent is hereby given a
first  priority  lien  on  the  Escrow  Fund to protect, indemnify and reimburse
itself  for all fees, costs, expenses and liabilities arising out of this Escrow
Agreement  and  the  performance  of  its  duties  hereunder.

     8.     This  Escrow  Agreement shall be binding upon the parties hereto and
the  Escrow  Agent,  and  their respective successors, legal representatives and
assigns.


     MARKETCENTRAL.NET  CORP.          MAY  DAVIS  GROUP,  INC.


By:  ________________________________
By:_______________________________________
        Paul  Taylor,  CEO





                              FIRST  UNION  NATIONAL  BANK

                              ESCROW  AGENT



Date:  ______________________________     By:
_______________________________________

























                            FIRST UNION NATIONAL BANK
                                  ESCROW AGENT
                                  FEE SCHEDULE



I.     INITIAL  SET-UP  FEE                         $  500


II.     ADMINISTRATION  FEE                         $1,500
     -up  to  10  Subscribers/Holders,
     thereafter,  $50.00  per  Subscriber/Holder

III.     PER  CLOSING  FEE                         $
-for  each  closing  after  the  first  ___  closings,
$_______   per  closing.


The  above  mentioned  fees  are  basic charges and do not include out-of-pocket
expenses,  which  will be billed in addition to the regular charges as required.
Out-of-pocket  expenses  shall include, but are not limited to: telephone tolls,
stationery  and  postage  expenses.
UNLESS OTHERWISE DIRECTED, ALL ESCROW FUNDS WILL BE AUTOMATICALLY INVESTED INTO
        THE EVERGREEN CASH MANAGEMENT TREASURY MONEY MARKET FUND, # 765.

The  Initial  Fee  and  Administration  Fee  are  payable at the closing of this
transaction.  Thereafter  any  out-of-pocket  expenses  will  be billed upon the
termination  of  the  Subscription  Escrow  Agreement.


Please  execute  one  copy  and  return  to  my  attention.



By:__________________________            Date:________________________
      First  Union  National  Bank





By:__________________________           Date:_________________________
      MarketCentral.net  Corp
      Paul  Taylor,  CEO






<PAGE>
First  Union  National  Bank
Corporate  Trust  Department
12  East  49th  Street,  37th  Floor
New  York,  New  York  10017
Tel:  (212)  451-2531
Fax:  (212)  451-2537




                               [GRAPHIC  OMITED]








     Wiring  Instructions                         US  Mail/Overnight  Courier
     --------------------                         ---------------------------

FIRST  UNION  NATIONAL  BANK                    FIRST  UNION  NATIONAL  BANK
Charlotte  NC                              Corporate  Trust  Department
       ABA#  053  000 219                              12 East 49th Street, 37th
Floor
Credit  a/c                                   New  York,  New  York  10017
FFC:
Attn: