EXHIBIT 10.13

   INVESTMENT AGREEMENT


     INVESTMENT  AGREEMENT  (this "AGREEMENT"), dated as of December 10, 2001 by
and  among MarketCentral.net Corp., a Texas corporation (the "COMPANY"), and the
undersigned  investors  (the  "INVESTOR").

     WHEREAS,  the  parties  desire  that,  upon  the  terms  and subject to the
conditions  contained  herein,  the  Investor  shall invest up to $10,000,000 to
purchase  the  Company's  common  stock, $.0001 par value per share (the "COMMON
STOCK");

     WHEREAS,  such  investments will be made in reliance upon the provisions of
Section 4(2) under the Securities Act of 1933, as amended (the "1933 ACT"), Rule
506  of  Regulation  D,  and  the  rules and regulations promulgated thereunder,
and/or  upon such other exemption from the registration requirements of the 1933
Act  as may be available with respect to any or all of the investments in Common
Stock  to  be  made  hereunder.

     WHEREAS,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement  substantially  in  the  form  attached  hereto  as  Exhibit  A  (the
"REGISTRATION  RIGHTS  AGREEMENT")  pursuant  to which the Company has agreed to
provide  certain  registration  rights  under  the  1933  Act, and the rules and
regulations  promulgated  thereunder,  and  applicable  state  securities  laws.

     NOW  THEREFORE,  the  Company  and  the  Investor  hereby agree as follows:

     1.     DEFINITIONS.  As  used  in this Agreement, the following terms shall
            ------------
have  the  following meanings specified or indicated, and such meanings shall be
equally  applicable  to  the  singular  and  plural  forms of the defined terms.

"1933  ACT"  shall  mean  the  Securities  Act  of  1933,  as it may be amended.

"1934 ACT" shall mean the Securities Exchange Act of 1934, as it may be amended.

"AFFILIATE"  shall  have  the  meaning  specified  in  Section  5(h).

"AGREED  UPON  PROECEDURES  REPORT"  shall have the meaning specified in Section
2(o).

"AGREEMENT"  shall  mean  this  Investment  Agreement.

"BRING  DOWN  COLD  COMFORT  LETTER" shall have the meaning specified in Section
2(n).

"BUY-IN"  shall  have  the  meaning  specified  in  Section  6.

"BUY-IN  ADJUSTMENT  AMOUNT"  shall  have  the  meaning  specified in Section 6.

"CLOSING"  shall  have  the  meaning  specified  in  Section  2(h).

"CLOSING  DATE"  shall  mean,  as  defined  in  Section  2(h), the date which is
thirteen  (13)  Trading  Days  following  the  Put  Notice  Date.

"COMMON  STOCK"  shall  mean  the  Common  Stock  of  the  Company.

"CONTROL"  or  "CONTROLS"  shall  have  the  meaning  specified in Section 5(h).

"COVERING  SHARES"  shall  have  the  meaning  specified  in  Section  6.

 "EFFECTIVE  DATE"  shall  mean  the  date  the  SEC  declares  effective  the
Registration  Statement  covering  the  transactions described in the Agreement.

"ENVIRONMENTAL  LAWS"  shall  have  the  meaning  specified  in  Section  4(m).

"ESCROW  AGENT"  shall  mean  First  Union  National  Bank.

"ESCROW  AGREEMENT"  shall  mean  the  Escrow Agreement entered into between the
Company,  Investor  and  Escrow  Agent  and  attached  as  Exhibit  C.

"EXECUTION  DATE"  shall mean the date all Transaction Documents are executed by
the  Company  and  Investor.

 "INDEMNITEES"  shall  have  the  meaning  specified  in  Section  10.

"INDEMNIFIED  LIABILITIES"  shall  have  the  meaning  specified  in Section 10.

"INEFFECTIVE  PERIOD"  shall  mean  any  period  of  time  that the Registration
Statement  or  any  Supplemental  Registration  Statement  (as  defined  in  the
Registration  Rights  Agreement)  becomes ineffective or unavailable for use for
the  sale  or resale, as applicable, of any or all of the Registrable Securities
(as  defined  in  the  Registration  Rights Agreement) for any reason (or in the
event  the  prospectus under either of the above is not current and deliverable)
during  any  time  period  required  under  the  Registration  Rights Agreement.

"INVESTOR"  shall  mean  the  undersigned  investors.

"MAJOR  TRANSACTION"  shall  have  the  meaning  specified  in  Section  2(g).

"MATERIAL  ADVERSE  EFFECT"  shall  have  the meaning specified in Section 4(a).

"MATERIAL  FACTS"  shall  have  the  meaning  specified  in  Section  2(m).

"MAXIMUM  COMMON  STOCK  ISSUANCE"  shall  have the meaning specified in Section
2(j).

"MINIMUM  ACCEPTABLE  PRICE"  with respect to any Put Date shall mean 75% of the
Volume  Weighted  Average  Price  for  the  fifteen  (15)  Trading  Day  period
immediately  preceding  such  Put  Notice  Date.

 "OPEN  PERIOD" shall mean the period beginning on and including the Trading Day
immediately  following  the  Effective Date and ending on the earlier of (i) the
date  which  is  forty-eight  (48)  months  from  the  Effective  Date  and (ii)
termination  of  the  Agreement  in  accordance  with  Section  9.

 "PAYMENT  AMOUNT"  shall  have  the  meaning  specified  in  Section  2(p).

"PARTIAL  RELEASE  FORM"  shall  have  the  meaning  specified  in Section 2(i).

"PRICING  PERIOD"  shall  mean  the  period beginning on the Put Notice Date and
ending  on  and including the date which is ten (10) Trading Days after such Put
Notice  Date.

"PRINCIPAL  MARKET"  shall  have  the  meaning  specified  in  Section  2(f).

"PROSPECTUS"  shall mean the prospectus, preliminary prospectus and supplemental
prospectus  used  in  connection  with  the  Registration  Statement.

"PURCHASE  AMOUNT" shall mean the total amount being paid by both Investors on a
particular  Closing  Date  to  purchase  the  Shares.

"PURCHASE  PRICE"  shall mean 94% of the average of the three (3) lowest closing
bid  prices  of  the  Company's Common Stock during ten (10) Trading Day Pricing
Period.

"PUT  AMOUNT"  shall  mean,  with  respect to any single Put Notice, one hundred
seventy-five  percent  (175%) of the average daily volume (U.S. market only) for
the  forty  (40) Trading Days prior to the applicable Put Notice Date multiplied
by  the  average of the three (3) daily closing bid prices immediately preceding
the  Put  Date,  but  in  no  event  more  than  $1,000,000.

"PUT  NOTICE"  shall  mean  a written notice sent to the Investor by the Company
stating  the  Put  Amount  of Shares the Company intends to sell to the Investor
pursuant  to the terms of the Agreement and stating the current number of Shares
issued  and  outstanding  on  such  date.

"PUT  NOTICE  DATE"  shall mean the Trading Day immediately following the day on
which  the  Investor receives a Put Notice, however a Put Notice shall be deemed
delivered on (x) the Trading Day it is received by facsimile or otherwise by the
Investor  if  such  notice is received prior to 12:00 noon Eastern Time (receipt
being  deemed  to  occur if the Company possess a facsimile confirmation showing
completed  transmission by such time), or (y) the immediately succeeding Trading
Day if it is received by facsimile or otherwise after 12:00 noon Eastern Time on
a  Trading  Day  (receipt  being  documented as described in (x) above).  No Put
Notice  may  be  deemed  delivered  on  a  day  that  is  not  a  Trading  Day.

"REGISTRATION  OPINION"  shall  have  the  meaning  specified  in  Section 2(m).

"REGISTRATION  OPINION  DEADLINE"  shall mean the date that is three (3) Trading
Days  prior  to  each  Put  Notice  Date.

"REGISTRATION  PERIOD"  shall  have  the  meaning  specified  in  Section  5(c).

"REGISTRATION  RIGHTS  AGREEMENT"  shall  mean the Agreement entered into by the
Company  with  Investor  for  the  registration  of  this  transaction.

"REGISTRATION  STATEMENT"  means the registration statement of the Company filed
under  the  1933  Act  covering  this  transaction.

"RELATED  PARTY"  shall  have  the  meaning  specified  in  Section  5(h).

"REPURCHASE  EVENT"  shall  have  the  meaning  specified  in  Section  2(p).

"RESOLUTION"  shall  have  the  meaning  specified  in  Section  8(f).

"SEC"  shall  mean  the  Securities  &  Exchange  Commission.

"SEC  DOCUMENTS"  shall  have  the  meaning  specified  in  Section  4(f).

"SECURITIES"  shall mean the shares of Common Stock issued pursuant to the terms
of  the  Agreement.

"SHARES" shall mean the shares of common stock of the Company having a par value
of  $.0001  per  share.

"SOLD  SHARES"  shall  have  the  meaning  specified  in  Section  6.

"SUBSIDIARIES"  shall  have  the  meaning  specified  in  Section  4(a).

"TRADING DAY" shall mean any day on which the Principal Market for the Company's
common  stock  is  open  for  trading.

"TRANSACTION DOCUMENTS" shall mean the Agreement, Registration Rights Agreement,
Escrow  Agreement  and  each of the other agreements entered into by the parties
hereto  in  connection  with  the  Agreement.

"VALUATION  EVENT"  shall  have  the  meaning  specified  in  Section  2(k).

"VOLUME  WEIGHTED  AVERAGE  PRICE"  shall  be as reported by Bloomberg Financial
Markets  ("BLOOMBERG"),  or  if  not  available  through  Bloomberg  because  of
delisting,  then  the  average  of  the  bid prices of any market makers for the
Company's  Common  Stock  as  reported  in  the  "pink  sheets"  by the National
Quotation  Bureau,  Inc.

     2.     PURCHASE  AND  SALE  OF  COMMON  STOCK
            --------------------------------------

     a.     Purchase  and  Sale  of Common Stock.  Upon the terms and conditions
            -------------------------------------
set  forth  herein,  the  Company  shall issue and sell to the Investor, and the
Investor  shall purchase from the Company, up to that number of Shares having an
aggregate  Purchase  Price  of  $10,000,000.

     b.     Delivery  of Put Notices.     Subject to the terms and conditions of
            ------------------------
the  Transaction  Documents,  and  from  time to time during the Open Period the
Company  may, in its sole discretion, deliver a Put Notice to the Investor which
states  the  Put  Amount  of  Shares  which  the  Company intends to sell to the
Investor  during  the Pricing Period.  In addition, the Put Amount designated by
the  Company  in a Put Notice shall be equal to one hundred seventy-five percent
(175%) of the average daily volume (U.S. market only) for the forty (40) Trading
Days  prior  to  the applicable Put Notice Date multiplied by the average of the
three (3) daily closing bid prices immediately preceding the Put Date, but in no
event more than $1,000,000.  Once the Put Notice is received by the Investor the
Put  Notice  shall  not  be  terminated,  withdrawn  or otherwise revoked by the
Company  except  as  set  forth  in this Agreement.  During the Open Period, the
Company  shall  not  be entitled to submit a Put Notice until after the previous
closing  has  been  completed.  The  Purchase Price shall be equal to 94% of the
average of the three (3) lowest closing bid prices of the Company's Common Stock
during  the  ten  (10)  Trading  Day  Pricing  Period.

     The  Company  shall,  in  its sole discretion, be entitled to terminate the
balance  of  the  current  Put  Notice,  if  the  closing  bid  price during the
applicable  Pricing  Period  with  respect  to  that  Put  Notice  is  less than
seventy-five  percent  (75%)  of the Volume Weighted Average Price of the Common
Stock  for  the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM
ACCEPTABLE  PRICE").  In the event that the closing bid price for the applicable
Pricing Period is less than the Minimum Acceptable Price, the Company may elect,
by sending written notice to the Investors via facsimile, to cancel that portion
of  the Put Notice remaining for that number of Trading Days remaining after the
written  cancellation  notice  is  deemed received by the Investors. The written
                                   ---------------
notice  shall  be  deemed received by the Investors on (i) the Trading Day it is
                   ---------------
received  by  facsimile or otherwise by the Investors if such notice is received
on  or  prior  to  12:00  noon New York time, or (ii) the immediately succeeding
Trading  Day  if it is received by facsimile after 12:00 noon New York time on a
Trading  Day  or  at  anytime  on a day which is not a Trading Day.  The Company
shall  still  be  responsible  however,  for delivering that number of shares of
Common  Stock  to  the  Escrow Agent that were sold by the Investors through and
including  the  end of the Trading Day the written cancellation notice is deemed
                                                                          ------
received  by  the  Investors.
 -------
     Within  ten  (10)  calendar  days  after  the commencement of each calendar
quarter occurring subsequent to the commencement of the Open Period, the Company
undertakes  to  notify  Investor as to its reasonable expectations as to the Put
Amount  it  intends  to  raise during such calendar quarter, if any, through the
issuance  of  Put Notices. Such notification shall constitute only the Company's
good  faith  estimate  with respect to such calendar quarter and shall in no way
obligate  the  Company  to  raise  such  amount  during such calendar quarter or
otherwise limit its ability to deliver Put Notices during such calendar quarter.
The  failure  by  the  Company to comply with this provision can be cured by the
Company's  notifying Investor at any time as to its reasonable expectations with
respect  to  the  current  calendar  quarter.

     c.    Interest.   It  is  the  intention  of the parties that only interest
           --------
that  may  be  payable  under this Agreement shall not exceed the maximum amount
permitted  under  any  applicable law. If a law, which applies to this Agreement
which  sets  the  maximum  interest  amount,  is finally interpreted so that the
interest  in  connection with this Agreement exceeds the permitted limits, then:
(1)  any  such  interest  shall be reduced by the amount necessary to reduce the
interest  to  the  permitted  limit; and (2) any sums already collected (if any)
from  the  Company  which  exceed  the  permitted limits will be refunded to the
Company.  The  Investor  may  choose  to make this refund by reducing the amount
that  the Company owes under this Agreement or by making a direct payment to the
Company.  If a refund reduces the amount that the Company owes the Investor, the
reduction  will  be treated as a partial payment.  In case any provision of this
Agreement  is held by a court of competent jurisdiction to be excessive in scope
or  otherwise  invalid or unenforceable, such provision shall be adjusted rather
than  voided,  if  possible,  so  that  it  is enforceable to the maximum extent
possible,  and  the  validity  and enforceability of the remaining provisions of
this  Agreement  will  not  in  any  way  be  affected  or  impaired  thereby.

d.     Investor's  Obligation to Purchase Shares.  Subject to the conditions set
       -----------------------------------------
forth in this Agreement, following the Investor's receipt of a validly delivered
Put  Notice,  the Investor shall be required to purchase from the Company during
the  related  Pricing  Period that number of Shares having an aggregate Purchase
Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and
(ii)  15%  of  the aggregate trading volume during the applicable Pricing Period
times  (x)  the  average  of  the  three  (3)  lowest  closing bid prices of the
Company's  Common  Stock  during  the specified Pricing Period, but only if said
Shares bear no restrictive legend, are not subject to stop transfer instructions
and  are being held in escrow, pursuant to Section 2(h), prior to the applicable
Closing  Date.  The  Company  acknowledges that there are two entities that will
sign  as Investor and that each Put Notice will be divided between them equally.
PLJ  Limited,  LLC,  a Delaware limited liability company, shall be obligated to
provide  fifty  percent  (50%) of the Put Amount of each Put Notice and Dutchess
Private  Equities  Fund, L.P., a Delaware limited partnership shall be obligated
to  provide  fifty  percent  (50%)  of  the  Put  Amount  of  each  Put  Notice.

     e.     Limitation  on  Investor's  Obligation  to  Purchase  Shares.
            ------------------------------------------------------------
Notwithstanding  anything  to  the contrary in this Agreement, in no event shall
the  Investor be required to purchase, and the Company shall in no event sell to
the  Investor,  that number of Shares, which when added to the sum of the number
of  Shares  beneficially owned, (as such term is defined under Section 13(d) and
Rule 13d-3 of the Securities Exchange Act of 1934, as may be amended, (the "1934
ACT")),  by the Investor, would exceed 4.99% of the number of Shares outstanding
on the Put Notice Date for such Pricing Period, as determined in accordance with
Rule 13d-1(j) under the 1934 Act. In no event shall the Investor purchase Shares
of  the  Common  Stock  other than pursuant to this Agreement until such date as
this Agreement is terminated.  Each Put Notice shall include a representation of
the  Company  as  to  the  number  of  Shares of Common Stock outstanding on the
related  Put  Notice  Date as determined in accordance with Section 13(d) of the
1934  Act. In the event that the number of Shares of Common Stock outstanding as
determined  in accordance with Section 13(d) of the 1934 Act is different on any
date  during  a  Pricing Period than on the Put Notice Date associated with such
Pricing  Period,  then  the number of Shares of Common Stock outstanding on such
date during such Pricing Period shall govern for purposes of determining whether
the  Investor  would be acquiring beneficial ownership of more than 4.99% of the
number  of  Shares  of  Common  Stock  outstanding  during  such  period.

     f.     Conditions  to  Investor's  Obligation  to  Purchase  Shares.
            ------------------------------------------------------------
Notwithstanding  anything  to  the contrary in this Agreement, the Company shall
not be entitled to deliver a Put Notice and require the Investor to purchase any
Shares  at  a  Closing (as defined in Section 2(h)) unless each of the following
conditions  are  satisfied:

(i) a Registration Statement shall have been declared effective and shall remain
effective  and  available  for  the resale of all the Registrable Securities (as
defined  in  the  Registration Rights Agreement) at all times during the Pricing
Period;

(ii) at all times during the period beginning on the related Put Notice Date and
ending  on  and  including the related Closing Date, the Common Stock shall have
been listed on The American Stock Exchange, Inc. or The New York Stock Exchange,
Inc.  or  designated  on the Nasdaq National Market, The Nasdaq SmallCap Market,
or the National Association of Securities Dealer's, Inc. OTC electronic bulletin
board  (the  "PRINCIPAL  MARKET") and shall not have been suspended from trading
thereon for a period of five (5) consecutive Trading Days during the Open Period
and  the  Company  shall  not  have  been  notified of any pending or threatened
proceeding  or  other  action  to  delist  or  suspend  the  Common  Stock;

 (iii)  the  Company  has  complied with its obligations and is otherwise not in
breach  of  a  material  provision,  or  in  default  under, this Agreement, the
Registration  Rights  Agreement  or  any  other agreement executed in connection
herewith  which has not been corrected prior to delivery of the Put Notice Date;

 (iv)  no  injunction  shall  have  been  issued,  or  action  commenced  by  a
governmental  authority,  prohibiting the purchase or the issuance of the Common
Stock;  and

(v)  the  issuance of the Common Stock will not violate the shareholder approval
requirements  of  Nasdaq.

If  any of the events described in clauses (i) through (v) above occurs during a
Pricing  Period,  then the Investor shall have no obligation to purchase the Put
Amount  of  Common  Stock  set  forth  in  the  applicable  Put  Notice.

     g.  For  purposes  of this Agreement, a "MAJOR TRANSACTION" shall be deemed
to  have  occurred  at  the  closing  of  any  of  the following events: (i) the
consolidation,  merger or other business combination of the Company with or into
another  person  (other  than pursuant to a migratory merger effected solely for
the  purposes of changing the jurisdiction of incorporation of the Company) (ii)
the  sale  or  transfer  of all or substantially all of the Company's assets; or
(iii)  the  consummation  of  a  purchase, tender or exchange offer made to, and
accepted  by,  the  holders of more than 30% of the economic interest in, or the
combined  voting  power  of  all  classes  of  voting  stock  of,  the  Company.

     h.     Mechanics  of  Purchase  of  Shares  by  Investor.  Subject  to  the
            -------------------------------------------------
satisfaction  of the conditions set forth in Sections 2(f), 7 and 8, the closing
of  the purchase by the Investor of Shares (a "CLOSING") shall occur on the date
which  is  thirteen  (13) Trading Days following the Put Notice Date (a "CLOSING
DATE").  Prior to each Closing Date, (i) the Company shall deliver to the Escrow
Agent  pursuant  to  the  Escrow  Agreement,  annexed  hereto  as  Exhibit  C,
certificates  representing  the Shares to be issued to the Investor on such date
and  registered  in  the  name  of  the Investor or deposit such Shares into the
account(s) (with the Investor receiving confirmation that the Shares are in such
account(s))  designated by the Investor for the benefit of the Investor and (ii)
the Investor shall deliver to the Escrow Agent the Purchase Price to be paid for
such  Shares  (after  receipt  of  confirmation  of  delivery  of  such Shares),
determined  as  aforesaid,  by  wire  transfer.  In  lieu of delivering physical
certificates  representing the Common Stock and provided that the Transfer Agent
then  is  participating  in  The Depository Trust Company ("DTC") Fast Automated
                                                            ---
Securities  Transfer ("FAST") program, upon request of the Investor, the Company
                       ----
shall  use  its  commercially  reasonable efforts to cause the Transfer Agent to
electronically  transmit  the shares of Common Stock by crediting the account of
each  Investors'  prime  broker  (which  shall  be  specified by that Investor a
reasonably  sufficient  time in advance) with DTC through its Deposit Withdrawal
Agent  Commission  ("DWAC") system, and provide proof satisfactory to the Escrow
                     ----
Agent  of  such  delivery.

The  Company  understands  that  a  delay  in  the issuance of Shares beyond the
Closing Date could result in economic loss to the Investor.  After the Effective
Date,  as  compensation to the Investor for such loss, the Company agrees to pay
late payments to the Investor for late issuance of Shares in accordance with the
following  schedule  (where  "No. of Days Late" is defined as the number of days
beyond  the  Closing  Date):
     Late  Payment  For  Each
          No.  of  Days  Late               $10,000  of  Common  Stock
          -------------------               --------------------------

          1                                  $100
          2                                  $200
          3                                  $300
          4                                  $400
          5                                  $500
          6                                  $600
          7                                  $700
          8                                  $800
          9                                  $900
         10                                $1,000
         Over 10                           $1,000 + $200 for each
                                           Business Day late beyond 10

The  Company  shall  pay any payments incurred under this Section in immediately
available funds upon demand.  Nothing herein shall limit the Investor's right to
pursue  actual damages for the Company's failure to issue and deliver the Shares
to  the  Investor, except to the extent that such late payments shall constitute
payment  for and offset any such actual damages alleged by the Investor, and any
Buy  In  Adjustment  Amount.

     i.     Partial  Release  of Shares.       After Investor has received a Put
            ---------------------------
Notice,  but  prior to the related Closing Date, the Investor, may authorize the
Escrow  Agent to release, every five (5) Trading Days, a portion of the Purchase
Amount  from  escrow  to  the  Company in exchange for a fixed number of Shares,
subject  to  the  following  conditions:

(i)     The  Investor  shall  fill  out  and  sign a Partial Release of Purchase
Amount  and  Shares (the "Partial Release Form"). The Partial Release Form shall
set  forth the number of Shares to be released to Investor and the dollar amount
the  Escrow  Agent  shall  wire  to  the  Company.
(ii)     The  Partial  Release  Form  shall  be  filled  out  and  signed by the
appropriate  Investor and faxed to the Company prior to 12:00 p.m. New York City
time.

     The  number  of Shares stated in the Partial Release Form shall be equal to
the  dollar amount to be released divided by 94% of the lowest closing bid price
during  that  number  of  Trading  Days of the Pricing Period that have expired.

     The  Company  and  Investor  agree  that  on  the  related Closing Date, an
adjustment shall be made so that the terms set forth in the Investment Agreement
shall  be  honored with the balance of the Purchase Amount being released to the
Company  and  the  balance  of  the  Shares  owed  to Investor being released to
Investor.
     j.     Overall  Limit  on  Common  Stock Issuable. Notwithstanding anything
            ------------------------------------------
contained  herein to the contrary, if during the Open Period the Company becomes
listed  on an exchange that limits the number of shares of Common Stock that may
be  issued  without  shareholder approval, then the number of Shares issuable by
the  Company  and  purchasable  by  the Investor, including the shares of Common
Stock issuable to the Investors pursuant to Section 11(b), shall not exceed that
number  of  the  shares of Common Stock that may be issuable without shareholder
approval,  subject  to appropriate adjustment for stock splits, stock dividends,
combinations  or  other similar recapitalization affecting the Common Stock (the
"MAXIMUM  COMMON  STOCK ISSUANCE"), unless the issuance of Shares, including any
                                    ------
Common  Stock to be issued to the Investors pursuant to Section 11(b), in excess
of  the  Maximum  Common Stock Issuance shall first be approved by the Company's
shareholders  in  accordance with applicable law and the By-laws and Articles of
Incorporation  of  the Company, if such issuance of shares of Common Stock could
cause a delisting on the Principal Market. The parties understand and agree that
the  Company's  failure  to seek or obtain such shareholder approval shall in no
way adversely affect the validity and due authorization of the issuance and sale
of  Shares  hereunder  or the Investor's obligation in accordance with the terms
and  conditions hereof to purchase a number of Shares in the aggregate up to the
Maximum  Common  Stock Issuance limitation, and that such approval pertains only
to the applicability of the Maximum Common Stock Issuance limitation provided in
this  Section  2(j).

     k.  "VALUATION  EVENT" shall mean an event in which the Company at any time
during  a  "Pricing  Period"  takes  any  of  the  following  actions:

     (i)     subdivides  or  combines  its  Common  Stock;
     (ii)     pays  a  dividend  in Common Stock or makes any other distribution
of  its  Common  Stock,  except for dividends paid with respect to the Preferred
Stock;
(iii)     issues any options or other rights to subscribe for or purchase Common
Stock  and  the  price  per  share  for  which  Common  Stock
may  at  any  time  thereafter  be  issuable  pursuant  to  such  options  or
     other  rights  shall  be  less  than  the  Bid  Price  in  effect
immediately  prior  to  such  issuance;
     (iv)     issues  any securities convertible into or exchangeable for Common
               Stock  and the consideration per share for which shares of Common
               Stock  may  at  any  time  thereafter be issuable pursuant to the
terms
               of such convertible or exchangeable securities shall be less than
     the  Bid  Price  in  effect  immediately  prior  to  such  issuance;
     (v)     issues  shares  of  Common  Stock otherwise than as provided in the
               foregoing  subsections  (i)  through  (iv),  at a price per share
less,  or
for other consideration lower, than the Bid Price in effect immediately prior to
such  issuance,  or  without  consideration;
     (vi)     makes  a  distribution  of its assets or evidences of indebtedness
               to  the  holders  of Common Stock as a dividend in liquidation or
     by  way  of  return  of  capital  or  other  than  as  a  dividend  payable
out  of earnings or surplus legally available for dividends under applicable law
or  any  distribution  to  such  holders  made  in respect of the sale of all or
substantially  all  of  the Company's assets (other than under the circumstances
provided  for  in  the  foregoing  subsections  (i)  through  (v);  or
(vii)     takes  any  action  affecting  the  number  of  shares of Common Stock
outstanding,  other than an action described in any of the foregoing subsections
(i)  through (vi) hereof, inclusive, which in the opinion of the Company's Board
of  Directors,  determined in good faith, would have a materially adverse effect
upon  the  rights  of  Investor  at  the  time  of  a Put Notice is delivered to
Investor.

     l.     The  Company  agrees  that  it  shall not take any action that would
result  in  a  Valuation  Event  occurring  during  a  Pricing  Period.

m.     Accountant's  Letter  and  Registration  Opinion.  Whenever  reasonably
       ------------------------------------------------
requested  by Investor, the Company shall cause to be delivered to the Investor,
on  or  prior to each Registration Opinion Deadline, an opinion of the Company's
independent  counsel,  (the  "REGISTRATION  OPINION"), addressed to the Investor
stating,  inter  alia,  that  no  facts  ("MATERIAL  FACTS")  have  come to such
counsel's  attention  that  have  caused  it  to  believe  that the Registration
Statement  is  subject  to  an  Ineffective  Period  or  to  believe  that  the
Registration  Statement, any supplemental Registration Statement (as each may be
amended,  if  applicable),  and  any  related  prospectuses,  contain  an untrue
statement  of  material  fact  or  omits  a  material  fact required to make the
statements  contained  therein,  in  light of the circumstances under which they
were  made, not misleading. If a Registration Opinion cannot be delivered by the
Company's  independent  counsel  to  the  Investor  on  the Registration Opinion
Deadline  due  to  the existence of Material Facts or an Ineffective Period, the
Company  shall  promptly  notify  the Investor and as promptly as possible amend
each of the Registration Statement and any supplemental Registration Statements,
     as  applicable, and any related prospectus or cause such Ineffective Period
to  terminate,  as  the  case  may be, and deliver such Registration Opinion and
updated  prospectus  as  soon as possible thereafter. If at any time after a Put
Notice  shall  have  been  delivered  to Investor but before the related Closing
Date,  the  Company acquires knowledge of such Material Facts or any Ineffective
Period  occurs,  the  Company  shall  promptly  notify  the  Investor.

     n.   (i)  Whenever  reasonably  requested  by  Investor,  the Company shall
engage its independent auditors to perform the procedures in accordance with the
provisions  of  Statement on Auditing Standards No. 71, as amended, as agreed to
by  the  parties  hereto,  and  reports  thereon  (the  "BRING DOWN COLD COMFORT
LETTERS")  as  shall have been reasonably requested by the Investor with respect
to  certain  financial  information  contained in the Registration Statement and
shall have delivered to the Investor such a report addressed to the Investor, on
or  prior  to  each  Registration  Opinion  Deadline;

     (ii)  in  the  event  that the Investor shall have requested delivery of an
Agreed Upon Procedures Report pursuant to Section 2(o), the Company shall engage
its  independent  auditors  to perform certain agreed upon procedures and report
thereon  as shall have been reasonably requested by the Investor with respect to
certain  financial  information  of the Company and the Company shall deliver to
the  Investor a copy of such report addressed to the Investor. In the event that
the  report  required  by this Section 2(n) cannot be delivered by the Company's
independent  auditors,  the  Company  shall,  if  necessary, promptly revise the
Registration  Statement  and  the  Company  shall  not  deliver  a Put Notice to
Investor  until  such  report  is  delivered.

     o.      Procedure if Material Facts are Reasonably believed to be untrue or
            --------------------------------------------------------------------
are omitted. In the event after such consultation the Investor or the Investor's
-----------
counsel  reasonably  believes that the Registration Statement contains an untrue
statement  or  a material fact or omits a material fact required to be stated in
the  Registration  Statement  or  necessary  to  make  the  statements contained
therein,  in light of the circumstances in which they were made, not misleading,
(i)  the  Company  shall  file  with  the  SEC  an amendment to the Registration
Statement  responsive  to  such alleged untrue statement or omission and provide
the  Investor,  as  promptly  as  practicable,  with  copies of the Registration
Statement and related Prospectus, as so amended, or (ii) if the Company disputes
the  existence  of any such material misstatement or omission, (x) the Company's
independent  counsel  shall  provide  the Investor's counsel with a Registration
Opinion  and  (y)  in the event the dispute relates to the adequacy of financial
disclosure  and the Investor shall reasonably request, the Company's independent
auditors shall provide to the Company a letter ("AGREED UPON PROCEDURES REPORT")
outlining  the  performance  of  such  "agreed  upon  procedures"  as  shall  be
reasonably  requested by the Investor and the Company shall provide the Investor
with  a  copy  of  such  letter.

          p.  Delisting;  Suspension.  If  at any time during the Open Period or
              ----------------------
within  thirty  (30)  calendar  days  after  the end of the Open Period, (i) the
Registration  Statement,  after it has been declared effective, shall not remain
effective  and  available  for  sale of all the Registrable Securities, (ii) the
Common  Stock  shall  not  be  listed on the Principal Market or shall have been
suspended  from  trading  thereon  (excluding  suspensions  of not more than one
trading day resulting from business announcements by the Company) or the Company
shall have been notified of any pending or threatened proceeding or other action
to  delist  or suspend the Common Stock, (iii) there shall have occurred a Major
Transaction (as defined in Section 2(g)) or the public announcement of a pending
Major  Transaction  which  has  not  been  abandoned  or terminated, or (iv) the
Registration Statement is no longer effective or stale for a period of more than
five  (5) Trading Days as a result of the Company to timely file its financials,
the  Company shall repurchase within thirty (30) calendar days of the occurrence
of  one  of  the  events listed in clauses (i), (ii), (iii) or (iv)above (each a
"REPURCHASE EVENT") and subject to the limitations imposed by applicable federal
and  state  law, all or any part of the Shares issued to the Investor within the
sixty  (60)  Trading  Days  preceding the occurrence of the Repurchase Event and
then  held  by  the  Investor  at  a price per Share equal to the highest Volume
Weighted Average Price during the period beginning on the date of the Repurchase
Event  and ending on and including the date on which the Investor is paid by the
Company  for the repurchase of the Shares (the "PAYMENT AMOUNT"). If the Company
fails  to  pay to the Investor the full aggregate Payment Amount within ten (10)
calendar  days of the occurrence of a Repurchase Event, the Company shall pay to
the Investor, on the first Trading Day following such tenth (10th) calendar day,
in  addition  to and not in lieu of the Payment Amount payable by the Company to
the  Investor an amount equal to 2% of the aggregate Payment Amount then due and
payable  to  the  Investor,  in  cash  by  wire transfer, plus compounded annual
interest  of  18% on such Payment Amount during the period, beginning on the day
following  such  tenth  calendar  day,  during which such Payment Amount, or any
portion  thereof,  is  outstanding.

3.     INVESTOR'S  REPRESENTATIONS  AND  WARRANTIES.
       --------------------------------------------

     The  Investor  represents  and  warrants  to  the  Company  that:

     a.     Sophisticated  Investor.  The  Investor  has  such  knowledge,
            ------------------------
sophistication  and  experience  in  business  and financial matters so as to be
capable  of evaluating the merits and risks of the prospective investment in the
Securities.

     b.     Authorization;  Enforcement.     This  Agreement  has  been duly and
            ---------------------------
validly  authorized,  executed  and delivered on behalf of the Investor and is a
valid  and binding agreement of the Investor enforceable against the Investor in
accordance with its terms, subject as to enforceability to general principles of
equity  and  to  applicable  bankruptcy, insolvency, reorganization, moratorium,
liquidation  and  other  similar  laws  relating to, or affecting generally, the
enforcement  of  applicable  creditors'  rights  and  remedies

     c.     Section  9  of  the  1934 Act.  During the Open Period, the Investor
            -----------------------------
will  comply  with  the  provisions  of Section 9 of the 1934 Act, and the rules
promulgated thereunder, with respect to transactions involving the Common Stock.

     d.   Accredited  Investor.  Investor  is  an  "Accredited Investor" as that
          ---------------------
term  is  defined  in  Rule  501(a)(3)  of  Regulation  D  of  the  1933  Act.

     e.     No  Conflicts.  The  execution,  delivery  and  performance  of  the
            -------------
Transaction  Documents  by  the Investor and the consummation by the Investor of
the  transactions  contemplated  hereby  and  thereby  will  not (i) result in a
violation of the Articles of Incorporation or the By-laws or (ii) conflict with,
or constitute a material default (or an event which with notice or lapse of time
or  both would become a material default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any material agreement,
contract,  indenture  mortgage, indebtedness or instrument to which the Investor
or  any  of  its  Subsidiaries  is a party, or result in a violation of any law,
rule, regulation, order, judgment or decree applicable to the Investor or any of
its Subsidiaries or by which any property or asset of the Investor or any of its
Subsidiaries  is  bound  or  affected.  The  business  of  the  Investor and its
Subsidiaries is not being conducted, and shall not be conducted, in violation of
any  law,  statute,  ordinance,  rule,  order  or regulation of any governmental
authority  or agency, regulatory or self-regulatory agency, or court, except for
possible  violations  the  sanctions  for  which  either  individually or in the
aggregate  would  not  have  a  Material  Adverse  Effect.

     4.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.
            --------------------------------------------------

     Except  as  set  forth  in  the  Schedules  attached  hereto,  the  Company
represents  and  warrants  to  the  Investor  that:

     a.     Organization  and Qualification.  The Company and its "SUBSIDIARIES"
            -------------------------------
(which  for  purposes  of  this Agreement means any entity in which the Company,
directly  or  indirectly,  owns  capital  stock  or  holds  an equity or similar
interest)  (a  complete  list  of  which  is  set  forth  in  Schedule 4(a)) are
corporations duly organized and validly existing in good standing under the laws
of  the  respective jurisdictions of their incorporation, and have the requisite
corporate  power and authorization to own their properties and to carry on their
business  as  now  being  conducted. Each of the Company and its Subsidiaries is
duly  qualified  as a foreign corporation to do business and is in good standing
in  every  jurisdiction  in which its ownership of property or the nature of the
business  conducted  by  it  makes  such  qualification necessary, except to the
extent that the failure to be so qualified or be in good standing would not have
a  Material Adverse Effect. As used in this Agreement, "MATERIAL ADVERSE EFFECT"
means  any  material  adverse  effect  on  the  business,  properties,  assets,
operations,  results  of  operations,  financial  condition  or prospects of the
Company  and  its Subsidiaries, if any, taken as a whole, or on the transactions
contemplated  hereby  or by the agreements and instruments to be entered into in
connection  herewith,  or  on the authority or ability of the Company to perform
its  obligations  under  the  Transaction Documents (as defined in Section 1 and
4(b)below).

     b.     Authorization;  Enforcement; Compliance with Other Instruments.  (i)
            --------------------------------------------------------------
The  Company  has  the requisite corporate power and authority to enter into and
perform  this Agreement, the Registration Rights Agreement, the Escrow Agreement
and  each  of  the  other  agreements  entered  into  by  the  parties hereto in
connection  with  the transactions contemplated by this Agreement (collectively,
the  "TRANSACTION  DOCUMENTS"),  and  to issue the Shares in accordance with the
terms  hereof  and  thereof,  (ii) the execution and delivery of the Transaction
Documents  by  the  Company  and  the  consummation  by  it  of the transactions
contemplated  hereby  and  thereby, including without limitation the reservation
for  issuance  and  the  issuance of the Shares pursuant to this Agreement, have
been  duly  and  validly  authorized  by the Company's Board of Directors and no
further  consent  or  authorization  is  required  by  the Company, its Board of
Directors,  or  its shareholders, (iii) the Transaction Documents have been duly
and  validly  executed  and  delivered  by the Company, and (iv) the Transaction
Documents  constitute  the  valid  and  binding  obligations  of  the  Company
enforceable  against  the Company in accordance with their terms, except as such
enforceability  may  be  limited  by  general principles of equity or applicable
bankruptcy,  insolvency, reorganization, moratorium, liquidation or similar laws
relating  to,  or  affecting generally, the enforcement of creditors' rights and
remedies.

     c.     Capitalization.  As of the date hereof, the authorized capital stock
            --------------
of  the Company consists of (i) 100,000,000 shares of Common Stock, of which a s
of  December  10, 2001 14,890,872 shares are issued and outstanding, 0 shares of
Preferred  Stock and approximately 1,301,232 shares of Common Stock are issuable
upon  the  exercise  of options, warrants and conversion rights. All outstanding
warrants have an expiration date of no later than December 1, 2004.  All of such
outstanding  shares  have been, or upon issuance will be, validly issued and are
fully  paid  and  nonassessable.  Except  as disclosed in Schedule 4(c) which is
attached  hereto  and made a part hereof, (i) no shares of the Company's capital
stock  are subject to preemptive rights or any other similar rights or any liens
or  encumbrances  suffered  or  permitted  by  the  Company,  (ii)  there are no
outstanding  debt  securities,  (iii) there are no outstanding shares of capital
stock, options, warrants, scrip, rights to subscribe to, calls or commitments of
any  character whatsoever relating to, or securities or rights convertible into,
any  shares  of  capital  stock  of  the  Company or any of its Subsidiaries, or
contracts,  commitments,  understandings or arrangements by which the Company or
any  of  its  Subsidiaries  is or may become bound to issue additional shares of
capital  stock  of  the Company or any of its Subsidiaries or options, warrants,
scrip,  rights to subscribe to, calls or commitments of any character whatsoever
relating  to,  or  securities  or rights convertible into, any shares of capital
stock of the Company or any of its Subsidiaries, (iv) there are no agreements or
arrangements  under which the Company or any of its Subsidiaries is obligated to
register  the  sale  of  any  of their securities under the 1933 Act (except the
Registration  Rights  Agreement), (v) there are no outstanding securities of the
Company  or  any  of  its  Subsidiaries  which contain any redemption or similar
provisions,  and  there  are  no  contracts,  commitments,  understandings  or
arrangements  by  which  the Company or any of its Subsidiaries is or may become
bound to redeem a security of the Company or any of its Subsidiaries, (vi) there
are  no securities or instruments containing anti-dilution or similar provisions
that  will  be  triggered by the issuance of the Securities as described in this
Agreement,  (vii)  the  Company  does  not have any stock appreciation rights or
"phantom  stock" plans or agreements or any similar plan or agreement and (viii)
there  is  no  dispute  as  to  the class of any shares of the Company's capital
stock. The Company has furnished to the Investor, or the Investor has had access
through  EDGAR  to,  true  and  correct  copies  of  the  Company's  Articles of
Incorporation,  as  in  effect  on  the  date  hereof  (the  "ARTICLES  OF
INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the
"BY-LAWS '), and the terms of all securities convertible into or exercisable for
Common  Stock and the material rights of the holders thereof in respect thereto.

     d.     Issuance  of  Shares.     A  sufficient  number  of  Shares issuable
            --------------------
pursuant  to  this  Agreement has been duly authorized and reserved for issuance
(subject  to  adjustment pursuant to the Company's covenant set forth in Section
5(f)  below)  pursuant to this Agreement.  Upon issuance in accordance with this
Agreement,  the  Securities will be validly issued, fully paid and nonassessable
and free from all taxes, liens and charges with respect to the issue thereof. In
the  event the Company cannot register a sufficient number of Shares, due to the
remaining  number  of  authorized shares of Common Stock being insufficient, the
Company  will  use  its best efforts to register the maximum number of shares it
can  based  on  the remaining balance of authorized shares and will use its best
efforts  to  increase  the number of its authorized shares as soon as reasonably
practicable.

     e.     No  Conflicts.  The  execution,  delivery  and  performance  of  the
            -------------
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated hereby and thereby will not (i) result in a violation
of  the  Articles of Incorporation, any Certificate of Designations, Preferences
and  Rights  of  any outstanding series of preferred stock of the Company or the
By-laws  or  (ii)  conflict  with, or constitute a material default (or an event
which  with  notice  or  lapse  of time or both would become a material default)
under,  or  give to others any rights of termination, amendment, acceleration or
cancellation  of,  any  material  agreement,  contract,  indenture  mortgage,
indebtedness  or instrument to which the Company or any of its Subsidiaries is a
party, or result in a violation of any law, rule, regulation, order, judgment or
decree  (including  United  States  federal  and  state  securities  laws  and
regulations  and  the rules and regulations of the Principal Market or principal
securities  exchange  or  trading  market on which the Common Stock is traded or
listed)  applicable  to  the  Company or any of its Subsidiaries or by which any
property  or  asset  of  the  Company  or  any  of  its Subsidiaries is bound or
affected.  Except  as  disclosed  in  Schedule 4(e), neither the Company nor its
Subsidiaries  is  in violation of any term of, or in default under, the Articles
of Incorporation, any Certificate of Designations, Preferences and Rights of any
outstanding  series  of  preferred  stock of the Company or the By-laws or their
organizational  charter  or  by-laws,  respectively, or any contract, agreement,
mortgage,  indebtedness, indenture, instrument, judgment, decree or order or any
statute,  rule  or  regulation  applicable  to  the Company or its Subsidiaries,
except  for  possible  conflicts,  defaults,  terminations,  amendments,
accelerations,  cancellations  and  violations that would not individually or in
the  aggregate  have  a Material Adverse Effect. The business of the Company and
its  Subsidiaries  is  not  being  conducted,  and  shall  not  be conducted, in
violation  of  any  law,  statute,  ordinance,  rule, order or regulation of any
governmental  authority  or  agency,  regulatory  or  self-regulatory agency, or
court,  except  for  possible  violations  the  sanctions  for  which  either
individually  or  in  the  aggregate  would  not have a Material Adverse Effect.
Except  as specifically contemplated by this Agreement and as required under the
1933  Act,  the  Company  is  not required to obtain any consent, authorization,
permit  or  order of, or make any filing or registration (except the filing of a
registration  statement)  with,  any  court,  governmental  authority or agency,
regulatory  or  self-regulatory  agency  or other third party in order for it to
execute,  deliver  or  perform any of its obligations under, or contemplated by,
the  Transaction  Documents  in accordance with the terms hereof or thereof. All
consents,  authorizations,  permits, orders, filings and registrations which the
Company  is  required  to  obtain  pursuant  to the preceding sentence have been
obtained  or  effected  on or prior to the date hereof and are in full force and
effect  as of the date hereof. Except as disclosed in Schedule 4(e), the Company
and  its Subsidiaries are unaware of any facts or circumstances which might give
rise  to any of the foregoing. The Company is not, and will not be, in violation
of  the  listing  requirements  of the Principal Market as in effect on the date
hereof  and  on  each  of  the Closing Dates and is not aware of any facts which
would  reasonably  lead to delisting of the Common Stock by the Principal Market
in  the  foreseeable  future.

     f.     SEC  Documents;  Financial  Statements.  Since  February  1999,  the
            --------------------------------------
Company  has filed all reports, schedules, forms, statements and other documents
required  to  be filed by it with the SEC pursuant to the reporting requirements
of  the  1934  Act  (all of the foregoing filed prior to the date hereof and all
exhibits  included  therein  and  financial statements and schedules thereto and
documents incorporated by reference therein being hereinafter referred to as the
"SEC  DOCUMENTS").  The  Company  has  delivered  to  the  Investor  or  its
representatives, or they have had access through EDGAR, true and complete copies
of  the  SEC Documents. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the 1934 Act and the rules and
regulations  of  the SEC promulgated thereunder applicable to the SEC Documents,
and  none  of  the  SEC  Documents,  at  the  time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light of the circumstances under which they were made, not misleading. As of
their  respective dates, the financial statements of the Company included in the
SEC  Documents  complied  as  to  form  in all material respects with applicable
accounting  requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally  accepted  accounting  principles,  consistently  applied,  during the
periods  involved  (except  (i)  as may be otherwise indicated in such financial
statements  or  the  notes  thereto,  or  (ii)  in the case of unaudited interim
statements,  to  the  extent  they  may exclude footnotes or may be condensed or
summary  statements)  and  fairly present in all material respects the financial
position  of  the  Company  as  of  the  dates  thereof  and  the results of its
operations  and  cash  flows for the periods then ended (subject, in the case of
unaudited  statements,  to  normal year-end audit adjustments). No other written
information provided by or on behalf of the Company to the Investor which is not
included  in  the  SEC  Documents,  including,  without  limitation, information
referred  to in Section 4(d) of this Agreement, contains any untrue statement of
a  material  fact  or  omits  to  state  any material fact necessary to make the
statements  therein,  in  the  light of the circumstance under which they are or
were  made,  not  misleading. Neither the Company nor any of its Subsidiaries or
any of their officers, directors, employees or agents have provided the Investor
with  any material, nonpublic information which was not publicly disclosed prior
to  the  date  hereof  and  any  material, nonpublic information provided to the
Investor by the Company or its Subsidiaries or any of their officers, directors,
employees or agents prior to any Closing Date shall be publicly disclosed by the
Company  prior  to  such  Closing  Date.

     g.     Absence of Certain Changes.  Except as disclosed in Schedule 4(g) or
            --------------------------
the  SEC  Documents filed at least five (5) days prior to the date hereof, since
June  1,  2000,  there  has  been  no  change  or  development  in the business,
properties,  assets,  operations,  financial condition, results of operations or
prospects  of  the Company or its Subsidiaries which has had or reasonably could
have  a  Material  Adverse Effect. The Company has not taken any steps, and does
not  currently  expect  to  take  any  steps, to seek protection pursuant to any
bankruptcy  law  nor  does the Company or its Subsidiaries have any knowledge or
reason  to  believe that its creditors intend to initiate involuntary bankruptcy
proceedings.

     h.     Absence  of Litigation.  Except as set forth in Schedule 4(h), there
            ----------------------
is no action, suit, proceeding, inquiry or investigation before or by any court,
public  board,  government  agency, self-regulatory organization or body pending
or,  to  the  knowledge  of  the  executive  officers  of  Company or any of its
Subsidiaries,  threatened  against or affecting the Company, the Common Stock or
any  of  the  Company's  Subsidiaries  or  any of the Company's or the Company's
Subsidiaries'  officers  or  directors  in their capacities as such, in which an
adverse  decision  could  have  a  Material  Adverse  Effect.

     i.     Acknowledgment Regarding Investor's Purchase of Shares.  The Company
            ------------------------------------------------------
acknowledges  and  agrees  that the Investor is acting solely in the capacity of
arm's  length  purchaser  with  respect  to  the  Transaction  Documents and the
transactions  contemplated  hereby and thereby. The Company further acknowledges
that  the  Investor  is  not  acting as a financial advisor or fiduciary  of the
Company  (or  in any similar capacity) with respect to the Transaction Documents
and the transactions contemplated hereby and thereby and any advice given by the
Investor  or  any of its respective representatives or agents in connection with
the  Transaction  Documents and the transactions contemplated hereby and thereby
is  merely  incidental to the Investor's purchase of the Securities. The Company
further represents to the Investor that the Company's decision to enter into the
Transaction Documents has been based solely on the independent evaluation by the
Company  and  its  representatives.

     j.     No  Undisclosed  Events, Liabilities, Developments or Circumstances.
            -------------------------------------------------------------------
No  event,  liability, development or circumstance has occurred or exists, or to
its  knowledge  is  contemplated  to  occur,  with respect to the Company or its
Subsidiaries  or  their  respective  business,  properties,  assets,  prospects,
operations or financial condition, that would be required to be disclosed by the
Company  under applicable securities laws on a registration statement filed with
the  SEC relating to an issuance and sale by the Company of its Common Stock and
which  has  not  been  publicly  announced.

     k.     Employee Relations.  Neither the Company nor any of its Subsidiaries
            ------------------
is  involved  in any union labor dispute nor, to the knowledge of the Company or
any of its Subsidiaries, is any such dispute threatened. Neither the Company nor
any of its Subsidiaries is a party to a collective bargaining agreement, and the
Company  and  its  Subsidiaries  believe that relations with their employees are
good.  No  executive  officer  (as  defined  in Rule 501(f) of the 1933 Act) has
notified  the Company that such officer intends to leave the Company's employ or
otherwise  terminate  such  officer's  employment  with  the  Company.

     l.     Intellectual  Property Rights.  The Company and its Subsidiaries own
            -----------------------------
or  possess  adequate  rights  or  licenses  to use all trademarks, trade names,
service  marks,  service  mark  registrations,  service  names,  patents, patent
rights,  copyrights,  inventions,  licenses,  approvals,  governmental
authorizations,  trade  secrets and rights necessary to conduct their respective
businesses  as  now conducted. Except as set forth on Schedule 4(l), none of the
Company's  trademarks,  trade  names, service marks, service mark registrations,
service  names,  patents,  patent  rights,  copyrights,  inventions,  licenses,
approvals,  government  authorizations,  trade  secrets  or  other  intellectual
property  rights  necessary  to conduct its business as now or as proposed to be
conducted  have  expired  or  terminated, or are expected to expire or terminate
within  two  years  from  the  date  of  this  Agreement.  The  Company  and its
Subsidiaries do not have any knowledge of any infringement by the Company or its
Subsidiaries  of  trademark,  trade  name  rights,  patents,  patent  rights,
copyrights,  inventions,  licenses,  service  names, service marks, service mark
registrations,  trade  secret  or other similar rights of others, or of any such
development  of  similar  or identical trade secrets or technical information by
others  and,  except as set forth on Schedule 4(l), there is no claim, action or
proceeding  being  made or brought against, or to the Company's knowledge, being
threatened  against,  the Company or its Subsidiaries regarding trademark, trade
name,  patents,  patent  rights,  invention,  copyright, license, service names,
service  marks,  service mark registrations, trade secret or other infringement;
and  the  Company and its Subsidiaries are unaware of any facts or circumstances
which  might give rise to any of the foregoing. The Company and its Subsidiaries
have  taken reasonable security measures to protect the secrecy, confidentiality
and  value  of  all  of  their  intellectual  properties.

     m.     Environmental  Laws.  The  Company  and  its Subsidiaries (i) are in
            -------------------
compliance  with  any  and all applicable foreign, federal, state and local laws
and  regulations  relating  to  the  protection  of human health and safety, the
environment  or  hazardous  or  toxic  substances  or  wastes,  pollutants  or
contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses or
other  approvals required of them under applicable Environmental Laws to conduct
their  respective  businesses  and  (iii)  are  in compliance with all terms and
conditions  of  any such permit, license or approval where, in each of the three
foregoing  cases,  the  failure  to so comply would have, individually or in the
aggregate,  a  Material  Adverse  Effect.

     n.     Title.  The  Company  and  its Subsidiaries have good and marketable
            -----
title  in  fee  simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of the Company
and its Subsidiaries, in each case free and clear of all liens, encumbrances and
defects  except  such  as  are  described  in  Schedule  4(n)  or such as do not
materially  affect  the value of such property and do not interfere with the use
made  and  proposed  to  be  made  of such property by the Company or any of its
Subsidiaries.  Any  real property and facilities held under lease by the Company
or  any  of  its  Subsidiaries  are  held  by  them  under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with  the use made and proposed to be made of such property and buildings by the
Company  and  its  Subsidiaries.

     o.     Insurance.  The  Company and each of its Subsidiaries are insured by
            ---------
insurers  of  recognized  financial responsibility against such losses and risks
and  in  such  amounts  as  management of the Company believes to be prudent and
customary  in  the  businesses  in  which  the  Company and its Subsidiaries are
engaged.  Neither  the  Company  nor  any  such  Subsidiary has been refused any
insurance  coverage  sought  or applied for and neither the Company nor any such
Subsidiary  has  any  reason  to  believe  that it will not be able to renew its
existing  insurance  coverage  as  and  when  such coverage expires or to obtain
similar  coverage  from  similar  insurers  as  may be necessary to continue its
business  at  a  cost  that  would  not  have  a  Material  Adverse  Effect.

     p.     Regulatory  Permits.  The  Company and its Subsidiaries have in full
            -------------------
force  and  effect  all certificates, approvals, authorizations and permits from
the  appropriate  federal,  state,  local  or foreign regulatory authorities and
comparable foreign regulatory agencies, necessary to own, lease or operate their
respective  properties  and  assets and conduct their respective businesses, and
neither  the  Company  nor  any  such  Subsidiary  has  received  any  notice of
proceedings  relating to the revocation or modification of any such certificate,
approval,  authorization  or  permit,  except  for such certificates, approvals,
authorizations  or  permits  which  if  not  obtained,  or  such  revocations or
modifications  which,  would  not  have  a  Material  Adverse  Effect.

     q.     Internal  Accounting  Controls.  The  Company  and  each  of  its
            ------------------------------
Subsidiaries  maintain  a  system  of internal accounting controls sufficient to
provide  reasonable  assurance  that (i) transactions are executed in accordance
with  management's  general  or  specific  authorizations, (ii) transactions are
recorded  as  necessary  to  permit  preparation  of  financial  statements  in
conformity  with  generally accepted accounting principles and to maintain asset
accountability,  (iii)  access  to  assets  is permitted only in accordance with
management's  general  or  specific  authorization  and  (iv)  the  recorded
accountability  for  assets  is  compared with the existing assets at reasonable
intervals  and  appropriate  action  is  taken  with respect to any differences.

     r.     No  Materially  Adverse Contracts, Etc.  Neither the Company nor any
            --------------------------------------
of  its  Subsidiaries  is  subject  to  any  charter,  corporate  or other legal
restriction,  or  any  judgment,  decree, order, rule or regulation which in the
judgment  of  the  Company's officers has or is expected in the future to have a
Material  Adverse  Effect.  Neither the Company nor any of its Subsidiaries is a
party  to  any  contract  or  agreement  which  in the judgment of the Company's
officers  has  or  is  expected  to  have  a  Material  Adverse  Effect.

     s.     Tax  Status.  The  Company  and each of its Subsidiaries has made or
            -----------
filed  all  United  States  federal  and state income and all other tax returns,
reports  and  declarations  required  by any jurisdiction to which it is subject
(unless and only to the extent that the Company and each of its Subsidiaries has
set  aside  on  its  books provisions reasonably adequate for the payment of all
unpaid  and  unreported  taxes)  and  has  paid all taxes and other governmental
assessments  and  charges that are material in amount, shown or determined to be
due  on  such returns, reports and declarations, except those being contested in
good  faith and has set aside on its books provision reasonably adequate for the
payment  of  all  taxes  for  periods  subsequent  to  the periods to which such
returns,  reports  or  declarations  apply.  There  are  no  unpaid taxes in any
material  amount  claimed to be due by the taxing authority of any jurisdiction,
and  the  officers  of  the  Company  know  of  no  basis  for  any  such claim.

     t.     Certain  Transactions.  Except  as set forth on Schedule 4(t) and in
            ---------------------
the  SEC  Documents  filed at least ten days prior to the date hereof and except
for  arm's  length  transactions pursuant to which the Company makes payments in
the  ordinary  course  of business upon terms no less favorable than the Company
could  obtain  from  third  parties  and  other  than the grant of stock options
disclosed on Schedule 4(c), none of the officers, directors, or employees of the
Company  is  presently a party to any transaction with the Company or any of its
Subsidiaries  (other  than  for  services as employees, officers and directors),
including  any  contract,  agreement  or  other  arrangement  providing  for the
furnishing  of  services  to  or  by,  providing  for rental of real or personal
property  to  or  from,  or otherwise requiring payments to or from any officer,
director  or such employee or, to the knowledge of the Company, any corporation,
partnership,  trust  or other entity in which any officer, director, or any such
employee  has  a  substantial  interest  or  is an officer, director, trustee or
partner.

     u.     Dilutive  Effect.  The Company understands and acknowledges that the
            ----------------
number  of  shares  of  Common  Stock  issuable  upon purchases pursuant to this
Agreement  will increase in certain circumstances including, but not necessarily
limited  to,  the  circumstance  wherein  the  trading price of the Common Stock
declines  during  the  period between the Effective Date and the end of the Open
Period.  The  Company's  executive officers and directors have studied and fully
understand  the  nature  of  the transactions contemplated by this Agreement and
recognize that they have a potential dilutive effect.  The board of directors of
the  Company  has  concluded,  in  its  good  faith business judgment, that such
issuance  is  in  the  best  interests of the Company.  The Company specifically
acknowledges that, subject to such limitations as are expressly set forth in the
Transaction  Documents,  its  obligation  to  issue  shares of Common Stock upon
purchases pursuant to this Agreement is absolute and unconditional regardless of
the  dilutive  effect  that such issuance may have on the ownership interests of
other  shareholders  of  the  Company.

     v.   Right of First Refusal. The Company shall not, directly or indirectly,
          ----------------------
without  the  prior written consent of Investor offer, sell, grant any option to
purchase,  or  otherwise  dispose  of (or announce any offer, sale, grant or any
option  to  purchase or other disposition) any of its Common Stock or securities
convertible  into  Common Stock at a price that is less than the market price of
the  Common  Stock  at  the  time  of issuance of such security or investment (a
"SUBSEQUENT  FINANCING")  for  a  period  of  one year after the Effective Date,
except (i) the granting of options or warrants to employees, officers, directors
and  consultants,  and  the issuance of shares upon exercise of options granted,
under  any  stock  option  plan  heretofore  or  hereinafter duly adopted by the
Company,  (ii) shares issued upon exercise of any currently outstanding warrants
or  options  and  upon  conversion  of  any  currently  outstanding  convertible
debenture  or  convertible  preferred  stock, in each case disclosed pursuant to
Section  4(c),  (iii) securities issued in connection with the capitalization or
creation  of a joint venture with a strategic partner, (iv) shares issued to pay
part  or all of the purchase price for the acquisition by the Company of another
entity (which, for purposes of this clause (iv), shall not include an individual
or  group  of individuals), and (v) shares issued in a bona fide public offering
by  the Company of its securities, unless (A) the Company delivers to Investor a
                                   ------
written  notice  (the  "SUBSEQUENT FINANCING NOTICE") of its intention to effect
such  Subsequent  Financing, which Subsequent Financing Notice shall describe in
reasonable detail the proposed terms of such Subsequent Financing, the amount of
proceeds  intended to be raised thereunder, the person with whom such Subsequent
Financing  shall  be  effected,  and  attached to which shall be a term sheet or
similar  document  relating thereto and (B) Investor shall not have notified the
Company  by  5:00  p.m. (New York time) on the fifth (5th) Trading Day after its
receipt  of  the  Subsequent  Financing  Notice  of  its willingness to provide,
subject  to  completion  of  mutually acceptable documentation, financing to the
Company on substantially the terms set forth in the Subsequent Financing Notice.
If Investor shall fail to notify the Company of its intention to enter into such
negotiations within such time period, then the Company may effect the Subsequent
Financing  substantially  upon  the  terms set forth in the Subsequent Financing
Notice;  PROVIDED  THAT  the  Company  shall  provide  Investor  with  a  second
Subsequent  Financing  Notice,  and Investor shall again have the right of first
refusal  set forth above in this Section, if the Subsequent Financing subject to
the  initial Subsequent Financing Notice shall not have been consummated for any
reason  on the terms set forth in such Subsequent Financing Notice within thirty
(30) Trading Days after the date of the initial Subsequent Financing Notice. The
rights granted to Investor in this Section are not subject to any prior right of
first  refusal  given  to any other person except as disclosed on Schedule 4(c).

w.  Lock-up.  The  Company  agrees to use its best efforts to have its officers,
    -------
directors  and  affiliates refrain from selling Common Stock during each Pricing
Period.

x.  No  General  Solicitation.  Neither the Company, nor any of its affitilates,
    --------------------------
nor  any  person  acting  on  its  behalf,  has  engaged  in any form of general
solicitation  or  general  advertising  (within  the meaning of Regulation D) in
connection  with  the  offer  or  sale  of  the  Common  Stock  offered  hereby.

     5.     COVENANTS  OF  THE  COMPANY
            ---------------------------

     a.     Best  Efforts.  The  Company  shall  use  its best efforts timely to
            -------------
satisfy each of the conditions to be satisfied by it as provided in Section 7 of
this  Agreement.

     b.     Blue  Sky.  The  Company  shall, at its sole cost and expense, on or
            ---------
before  each  of  the  Closing  Dates,  take  such  action  as the Company shall
reasonably  determine  is  necessary  to  qualify  the Securities for, or obtain
exemption  for  the Securities for, sale to the Investor at each of the Closings
pursuant  to  this  Agreement  under applicable securities or "Blue Sky" laws of
such  states  of  the United States, as specified by Investor, and shall provide
evidence  of any such action so taken to the Investor on or prior to the Closing
Date.  The  Company  shall,  at  its sole cost and expense, make all filings and
reports  relating  to  the  offer  and sale of the Securities required under the
applicable  securities  or  "Blue  Sky" laws of such states of the United States
following  each  of  the  Closing  Dates.

     c.     Reporting  Status.  Until the earlier of (i) the first date which is
            -----------------
after  the  date this Agreement is terminated pursuant to Section 9 and on which
the  Holders  (as that term is defined in the Registration Rights Agreement) may
sell  all  of  the  Securities  acquired  pursuant  to  this  Agreement  without
restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor
thereto),  or  (ii)  the  date  on which (A) the Holders shall have sold all the
Securities  issuable  hereunder  and  (B)  this  Agreement  has  been terminated
pursuant  to  Section  9 (the "REGISTRATION PERIOD"), the Company shall file all
reports  required  to  be  filed  with the SEC pursuant to the 1934 Act, and the
Company  shall  not  terminate  its status as a reporting company under the 1934
Act.

     d.     Use of Proceeds.  The Company will use the proceeds from the sale of
            ---------------
the  Shares  (excluding amounts paid by the Company for fees as set forth in the
Transaction  Documents)  for  general  corporate  and  working capital purposes.

     e.     Financial  Information.  The Company agrees to make available to the
            ----------------------
Investor  via  EDGAR  or  other  electronic  means the following to the Investor
during  the  Registration  Period:  (i)  within  five (5) Trading Days after the
filing  thereof  with  the  SEC,  a copy of its Annual Reports on Form 10-K, its
Quarterly  Reports  on  Form  10-Q,  any  Current  Reports  on  Form 8-K and any
Registration  Statements  or  amendments filed pursuant to the 1933 Act; (ii) on
the  same  day  as  the  release thereof, facsimile copies of all press releases
issued  by  the  Company or any of its Subsidiaries, (iii) copies of any notices
and other information made available or given to the shareholders of the Company
generally,  contemporaneously with the making available or giving thereof to the
shareholders  and  (iv)  within  two  (2)  calendar  days  of filing or delivery
thereof, copies of all documents filed with, and all correspondence sent to, the
Principal Market, any securities exchange or market, or the National Association
of  Securities  Dealers,  INC.

     f.     Reservation  of  Shares.  Subject  to  the  following  sentence, the
            -----------------------
Company  shall  take  all  action necessary to at all times have authorized, and
reserved  for  the  purpose of issuance, a sufficient number of shares of Common
Stock to provide for the issuance of the Securities hereunder. In the event that
the  Company  determines that it does not have a sufficient number of authorized
shares  of  Common Stock to reserve and keep available for issuance as described
in  this  Section  5(f),  the Company shall use its best efforts to increase the
number  of authorized shares of Common Stock by seeking shareholder approval for
the  authorization  of  such  additional  shares.

     g.     Listing.  The  Company  shall  promptly secure the listing of all of
            -------
the  Registrable  Securities  (as  defined in the Registration Rights Agreement)
upon  the  Principal  Market  and  each  other  national securities exchange and
automated  quotation  system, if any, upon which shares of Common Stock are then
listed  (subject  to official notice of issuance) and shall maintain, so long as
any  other  shares  of  Common  Stock  shall  be  so listed, such listing of all
Registrable  Securities  from  time  to  time  issuable  under  the terms of the
Transaction  Documents.  The  Company  shall  maintain  the  Common  Stock's
authorization for quotation on the Principal Market. Neither the Company nor any
of  its Subsidiaries shall take any action which would be reasonably expected to
result  in  the  delisting  or  suspension  of the Common Stock on the Principal
Market  (excluding  suspensions  of not more than one trading day resulting from
business  announcements  by  the Company). The Company shall promptly provide to
the  Investor  copies  of  any  notices  it  receives  from the Principal Market
regarding  the  continued  eligibility  of  the Common Stock for listing on such
automated  quotation  system  or  securities exchange. The Company shall pay all
fees  and  expenses  in  connection  with  satisfying its obligations under this
Section  5(g).

     h.     Transactions  With  Affiliates.  The  Company  shall  not, and shall
            ------------------------------
cause  each of its Subsidiaries not to, enter into, amend, modify or supplement,
or  permit  any  Subsidiary  to  enter  into,  amend,  modify or supplement, any
agreement,  transaction,  commitment  or  arrangement  with  any  of  its or any
Subsidiary's  officers, directors, persons who were officers or directors at any
time during the previous two years, shareholders who beneficially own 5% or more
of  the  Common  Stock,  or  affiliates or with any individual related by blood,
marriage or adoption to any such individual or with any entity in which any such
entity  or  individual  owns  a  5% or more beneficial interest (each a "RELATED
PARTY"),  except  for (i) customary employment arrangements and benefit programs
on  reasonable terms, (ii) any agreement, transaction, commitment or arrangement
on  an  arms-length basis on terms no less favorable than terms which would have
been  obtainable  from  a  person  other  than  such Related Party, or (iii) any
agreement,  transaction,  commitment  or  arrangement  which  is  approved  by a
majority of the disinterested directors of the Company. For purposes hereof, any
director  who is also an officer of the Company or any Subsidiary of the Company
shall  not  be  a  disinterested  director  with  respect to any such agreement,
transaction,  commitment  or arrangement. "AFFILIATE" for purposes hereof means,
with respect to any person or entity, another person or entity that, directly or
indirectly,  (i) has a 5% or more equity interest in that person or entity, (ii)
has  5% or more common ownership with that person or entity, (iii) controls that
person  or  entity,  or  (iv)  shares common control with that person or entity.
"CONTROL"  or  "CONTROLS"  for purposes hereof means that a person or entity has
the  power,  direct  or  indirect,  to conduct or govern the policies of another
person  or  entity.

     i.     Filing  of  Form  8-K.  On  or  before  the  date which is three (3)
            ---------------------
Trading  Days  after the Execution Date, the Company shall file a Current Report
on Form 8-K with the SEC describing the terms of the transaction contemplated by
the  Transaction  Documents in the form required by the 1934 Act, if such filing
is  required.

     j.     Corporate  Existence.  The  Company  shall  use  its best efforts to
            --------------------
preserve  and  continue  the  corporate  existence  of  the  Company.

     k.  Notice of Certain Events Affecting Registration; Suspension of Right to
         -----------------------------------------------------------------------
Make  a  Put.  The Company shall promptly notify Investor upon the occurrence of
-------------
any  of  the  following events in respect of a Registration Statement or related
--
prospectus  in  respect of an offering of the Shares: (i) receipt of any request
--
for additional information by the SEC or any other federal or state governmental
authority  during  the period of effectiveness of the Registration Statement for
amendments  or  supplements to the Registration Statement or related prospectus;
(ii)  the  issuance  by  the  SEC  or  any  other  federal or state governmental
authority  of  any  stop  order suspending the effectiveness of any Registration
Statement  or  the initiation of any proceedings for that purpose; (iii) receipt
of  any  notification  with  respect  to  the suspension of the qualification or
exemption  from  qualification of any of the Shares for sale in any jurisdiction
or  the  initiation  or threatening of any proceeding for such purpose; (iv) the
happening  of  any  event  that  makes  any  statement made in such Registration
Statement  or  related  prospectus  or any document incorporated or deemed to be
incorporated  therein  by  reference  untrue  in  any  material  respect or that
requires  the  making  of  any  changes  in  the Registration Statement, related
prospectus  or  documents  so  that, in the case of a Registration Statement, it
will  not  contain  any untrue statement of a material fact or omit to state any
material  fact required to be stated therein or necessary to make the statements
therein  not misleading, and that in the case of the related prospectus, it will
not  contain  any  untrue  statement  of  a  material  fact or omit to state any
material  fact required to be stated therein or necessary to make the statements
therein,  in  the  light  of  the  circumstances under which they were made, not
misleading; and (v) the Company's reasonable determination that a post-effective
amendment  to  the  Registration Statement would be appropriate, and the Company
shall  promptly  make  available to Investor any such supplement or amendment to
the related prospectus. The Company shall not deliver to Investor any Put Notice
during  the  continuation  of  any  of  the  foregoing  events.

     l.  Reimbursement.  If  (i)  Investor,  other  than  by reason of its gross
         -------------
negligence  or  willful  misconduct,  becomes  involved  in  any capacity in any
action,  proceeding  or investigation brought by any shareholder of the Company,
in  connection  with  or  as  a  result  of the consummation of the transactions
contemplated  by  the  Transaction Documents, or if Investor is impleaded in any
such  action, proceeding or investigation by any person, or (ii) Investor, other
than by reason of its gross negligence or willful misconduct or by reason of its
trading  of  the  Common  Stock  in  a  manner that is illegal under the federal
securities  laws,  becomes involved in any capacity in any action, proceeding or
investigation  brought  by  the  SEC  against  or  involving  the  Company or in
connection  with  or  as  a  result  of  the  consummation  of  the transactions
contemplated  by  the  Transaction Documents, or if Investor is impleaded in any
such  action,  proceeding or investigation by any person, then in any such case,
the  Company will reimburse Investor for its reasonable legal and other expenses
(including the cost of any investigation and preparation) incurred in connection
therewith,  as  such expenses are incurred. In addition, other than with respect
to  any  matter  in  which  Investor  is  a named party, the Company will pay to
Investor  the charges, as reasonably determined by Investor, for the time of any
officers  or  employees of Investor devoted to appearing and preparing to appear
as witnesses, assisting in preparation for hearings, trials or pretrial matters,
or  otherwise  with respect to inquiries, hearing, trials, and other proceedings
relating  to the subject matter of this Agreement. The reimbursement obligations
of  the  Company  under this section shall be in addition to any liability which
the  Company may otherwise have, shall extend upon the same terms and conditions
to any affiliates of Investor that are actually named in such action, proceeding
or  investigation,  and  partners,  directors,  agents,  employees,  attorneys,
accountants,  auditors  and controlling persons (if any), as the case may be, of
Investor  and  any  such  affiliate,  and shall be binding upon and inure to the
benefit  of  any  successors of the Company, Investor and any such affiliate and
any  such  person.

     6.  COVER.  If,  the number of Shares represented by any Put Notices become
         -----
restricted  or  are  no  longer  freely  trading  for  any reason, and after the
applicable  Closing  Date, the Investor purchases, in an open market transaction
or  otherwise,  the  Company's  Common Stock (the "Covering Shares") in order to
make  delivery  in  satisfaction  of a sale of Common Stock by the Investor (the
"Sold  Shares"),  which  delivery  such  Investor  anticipated to make using the
Shares represented by the Put Notice  (a "Buy-In"), the Company shall pay to the
Investor  the  Buy-In  Adjustment  Amount  (as  defined  below).  The  "Buy-In
Adjustment  Amount"  is  the  amount  equal  to  the  excess, if any, of (a) the
Investor's  total  purchase  price (including brokerage commissions, if any) for
the  Covering  Shares over (b) the net proceeds (after brokerage commissions, if
any)  received  by  the Investor from the sale of the  Sold Shares.  The Company
shall  pay the Buy-In Adjustment Amount to the Investor in immediately available
funds  immediately  upon demand by the Investor.  By way of illustration and not
in  limitation of the foregoing, if the Investor purchases Common Stock having a
total  purchase  price  (including  brokerage commissions) of $11,000 to cover a
Buy-In with respect to the Common Stock it sold for net proceeds of $10,000, the
Buy-In  Adjustment  Amount  which  the  Company  will  be required to pay to the
Investor  will  be  $1,000.

     7.     CONDITIONS  OF  THE  COMPANY'S  OBLIGATION  TO  SELL.
            ----------------------------------------------------

     The obligation hereunder of the Company to issue and sell the Shares to the
Investor is further subject to the satisfaction, at or before each Closing Date,
of  each  of  the following conditions set forth below. These conditions are for
the  Company's  sole benefit and may be waived by the Company at any time in its
sole  discretion.

     a.     The  Investor  shall  have  executed  each of this Agreement and the
Registration  Rights  Agreement  and  delivered  the  same  to  the  Company.

     b.     The  Investor shall have delivered to the Company the Purchase Price
for  the Shares being purchased by the Investor at the Closing (after receipt of
confirmation  of  delivery  of  such  Shares)  by  wire  transfer of immediately
available  funds  pursuant  to  the  wire  instructions provided by the Company.

     c.     The representations and warranties of the Investor shall be true and
correct as of the date when made and as of the applicable Closing Date as though
made  at that time (except for representations and warranties that speak as of a
specific  date),  and  the Investor shall have performed, satisfied and complied
with  the  covenants,  agreements  and  conditions  required  by the Transaction
Documents  to  be  performed,  satisfied  or complied with by the Investor at or
prior  to  such  Closing  Date.

     d.     No  statute,  rule,  regulation,  executive order, decree, ruling or
injunction  shall  have  been  enacted,  entered, promulgated or endorsed by any
court  or  governmental  authority of competent jurisdiction which prohibits the
consummation  of  any  of  the  transactions  contemplated  by  this  Agreement.

e.     No  Valuation  Event  shall have occurred since the applicable Put Notice
Date.

     8.     FURTHER  CONDITIONS  OF  THE  INVESTOR'S  OBLIGATION  TO  PURCHASE.
            ------------------------------------------------------------------

     The  obligation  of the Investor hereunder to purchase Shares is subject to
the  satisfaction,  on  or  before  each  Closing Date, of each of the following
conditions  set  forth  below.

     a.     The  Company  shall  have executed each of the Transaction Documents
and  delivered  the  same  to  the  Investor.

     b.     The  Common Stock shall be authorized for quotation on the Principal
Market  and  trading  in  the  Common Stock shall not have been suspended by the
Principal  Market  or  the  SEC,  at  any  time beginning on the date hereof and
through  and including the respective Closing Date (excluding suspensions of not
more  than one Trading Day resulting from business announcements by the Company,
provided  that such suspensions occur prior to the Company's delivery of the Put
Notice  related  to  such  Closing).

     c.     The  representations and warranties of the Company shall be true and
correct as of the date when made and as of the applicable Closing Date as though
made  at  that time (except for (i) representations and warranties that speak as
of a specific date and (ii) with respect to the representations made in Sections
4(g),  (h)  and  (j) and the third sentence of Section 4(k) hereof, events which
occur  on  or  after the date of this Agreement and are disclosed in SEC filings
made  by  the Company at least ten (10) Trading Days prior to the applicable Put
Notice  Date)  and the Company shall have performed, satisfied and complied with
the  covenants,  agreements and conditions required by the Transaction Documents
to  be  performed,  satisfied  or complied with by the Company on or before such
Closing  Date.  The  Investor  may  request  an  update  as of such Closing Date
regarding  the  representation  contained  in  Section  4(c)  above.

     d.     Investor  shall  have  received  an  opinion letter of the Company's
counsel  on  or  before  the  Execution  Date.

     e.     The Company shall have executed and delivered to the Escrow Agent or
Investor  the  certificates representing, or have executed electronic book-entry
transfer  of, the Shares, (in such denominations as such Investor shall request)
being  purchased  by  the  Investor  at  such  Closing.

     f.     The Board of Directors of the Company shall have adopted resolutions
consistent  with  Section  4(b)(ii) above and in a form reasonably acceptable to
the  Investor  (the  "RESOLUTIONS")  and  such  Resolutions  shall not have been
amended  or  rescinded  prior  to  such  Closing  Date.

     g.     If requested by the Investor, the Investor shall receive a letter of
the  type, in the form and with the substance of the letter described in Section
3(s)  of  the  Registration  Rights  Agreement  from  the  Company's  auditors.

     h.     No  statute,  rule,  regulation,  executive order, decree, ruling or
injunction  shall  have  been  enacted,  entered, promulgated or endorsed by any
court  or  governmental  authority of competent jurisdiction which prohibits the
consummation  of  any  of  the  transactions  contemplated  by  this  Agreement.

     i.     The  Registration  Statement shall be effective on each Closing Date
and  no  stop  order  suspending the effectiveness of the Registration statement
shall  be  in  effect  or  shall  be pending or threatened. Furthermore, on each
Closing  Date  (i)  neither  the Company nor Investor shall have received notice
that  the  SEC  has issued or intends to issue a stop order with respect to such
Registration  Statement or that the SEC otherwise has suspended or withdrawn the
effectiveness of such Registration Statement, either temporarily or permanently,
or  intends  or  has  threatened  to  do so (unless the SEC's concerns have been
addressed  and  Investor  is  reasonably  satisfied  that  the  SEC no longer is
considering  or intends to take such action),and (ii) no other suspension of the
use or withdrawal of the effectiveness of such Registration Statement or related
prospectus  shall  exist.

     j.     At  the  time of each Closing, the Registration Statement (including
information  or  documents incorporated by reference therein) and any amendments
or supplements thereto shall not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make  the  statements  therein  not  misleading  or  which  would require public
disclosure  or  an  update  supplement  to  the  prospectus.

     k.     There  shall have been no filing of a petition in bankruptcy, either
voluntarily  or  involuntarily,  with respect to the Company and there shall not
have  been commenced any proceedings under any bankruptcy or insolvency laws, or
any  laws  relating  to  the  relief of debtors, readjustment of indebtedness or
reorganization  of debtors, and there shall have been no calling of a meeting of
creditors  of  the  Company  or  appointment  of  a  committee  of  creditors or
liquidating  agents  or  offering of a composition or extension to creditors by,
for,  with  or  without  the  consent  or  acquiescence  of  the  Company.

     l.     If  applicable,  the shareholders of the Company shall have approved
the  issuance  of  any  Shares in excess of the Maximum Common Stock Issuance in
accordance  with  Section  2(j).

     m.     The  conditions to such Closing set forth in Section 2(f) shall have
been  satisfied  on  or  before  such  Closing  Date.

     n.     The  Company  shall  have  certified  to  the Investor the number of
shares  of  Common  Stock  outstanding as of a date within five (5) Trading Days
prior  to  such  Closing  Date.

     o.     The  Company  shall  have  delivered  to  such  Investor  such other
documents  relating  to  the transactions contemplated by this Agreement as such
Investor  or  its counsel may reasonably request upon reasonable advance notice.

     9.     TERMINATION.  This  Agreement  shall  terminate  upon  any  of  the
following  events:

(i)  when  the  Investor has purchased an aggregate of $10,000,000 in the Common
Stock  of  the  Company  pursuant to this Agreement; provided that the Company's
representations, warranties and covenants contained in this Agreement insofar as
applicable  to the transactions consummated hereunder prior to such termination,
shall survive the termination of this Agreement for the period of any applicable
statute  of  limitations,

     (ii) on the date which is forty-eight (48) months after the Effective Date;

(iii)     if  the  Company  shall  file or consent by answer or otherwise to the
entry  of an order for relief or approving a petition for relief, reorganization
or  arrangement  or  any other petition in bankruptcy for liquidation or to take
advantage of any bankruptcy or insolvency law of any jurisdiction, or shall make
an  assignment  for  the  benefit  of  its  creditors,  or  shall consent to the
appointment  of  a  custodian,  receiver,  trustee or other officer with similar
powers  of  itself  or  of  any  substantial  part  of its property, or shall be
adjudicated  a  bankrupt  or  insolvent,  or shall take corporate action for the
purpose  of  any  of  the  foregoing, or if a court or governmental authority of
competent  jurisdiction  shall  enter an order appointing a custodian, receiver,
trustee  or other officer with similar powers with respect to the Company or any
substantial  part of its property or an order for relief or approving a petition
for  relief  or  reorganization  or  any  other  petition  in  bankruptcy or for
liquidation  or  to  take  advantage  of any bankruptcy or insolvency law, or an
order  for  the dissolution, winding up or liquidation of the Company, or if any
such  petition  shall  be  filed  against  the  Company;

(iv)     if  the Company shall issue or sell any equity securities or securities
convertible into, or exchangeable for, equity securities (other than the current
convertible  debenture  offering)  or  enter  into  any  other  equity financing
facility  during  the  Open  Period, other than in compliance with Section 4(v);

(v)     the  trading  of the Common Stock is suspended by the SEC, the Principal
Market  or the NASD for a period of five (5) consecutive Trading Days during the
Open  Period;

(vi)     the  Company shall not have filed with the SEC the initial Registration
Statement with respect to the resale of the Registrable Securities in accordance
with  the  terms  of the initial Registration Rights Agreement within sixty (60)
calendar  days  of  the  date  hereof or the Registration Statement has not been
declared  effective  within  one  hundred eighty (180) calendar days of the date
hereof;  or

(vii)  The  Common Stock ceases to be registered under the 1934 Act or listed or
traded  on  the  Principal  Market;  or

(viii)  The  Company  requires  shareholder approval under Nasdaq rules to issue
additional shares and such approval is not obtained within 60 days from the date
when  the  Company  has  issued  its  19.9%  maximum  allowable  shares.

Upon the occurrence of one of the above-described events, the Company shall send
written  notice  of  such  event  to  the  Investor.

     10.  INDEMNIFICATION.  In  consideration  of  the  Investor's execution and
delivery  of  the  this  Agreement  and  the  Registration  Rights Agreement and
acquiring  the  Shares  hereunder  and in addition to all of the Company's other
obligations  under the Transaction Documents, the Company shall defend, protect,
indemnify  and  hold  harmless  the  Investor  and  all  of  their shareholders,
officers,  directors,  employees and direct or indirect investors and any of the
foregoing  person's  agents  or  other  representatives  (including,  without
limitation,  those  retained in connection with the transactions contemplated by
this  Agreement)  (collectively, the "INDEMNITEES") from and against any and all
actions,  causes  of  action,  suits,  claims,  losses,  costs, penalties, fees,
liabilities  and  damages, and expenses in connection therewith (irrespective of
whether  any  such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys' fees and disbursements
(the  "INDEMNIFIED  LIABILITIES'), incurred by any Indemnitee as a result of, or
arising  out  of,  or  relating  to  (i)  any misrepresentation or breach of any
representation  or  warranty made by the Company in the Transaction Documents or
any  other  certificate,  instrument  or document contemplated hereby or thereby
(ii)  any  breach  of  any  covenant,  agreement  or  obligation  of the Company
contained  in  the Transaction Documents or any other certificate, instrument or
document  contemplated  hereby  or  thereby,  (iii) any cause of action, suit or
claim  brought  or made against such Indemnitee by a third party and arising out
of  or resulting from the execution, delivery, performance or enforcement of the
Transaction  Documents  or  any  other  certificate,  instrument  or  document
contemplated  hereby or thereby, (iv) any transaction financed or to be financed
in  whole  or in part, directly or indirectly, with the proceeds of the issuance
of  the  Shares  or (v) the status of the Investor or holder of the Shares as an
investor in the Company, except insofar as any such misrepresentation, breach or
any  untrue statement, alleged untrue statement, omission or alleged omission is
made  in  reliance  upon and in conformity with written information furnished to
the  Company  by the Investor which is specifically intended by the Investor for
use  in  the  preparation  of  any  such  Registration  Statement,  preliminary
prospectus  or  prospectus.  To the extent that the foregoing undertaking by the
Company  may be unenforceable for any reason, the Company shall make the maximum
contribution  to  the  payment  and  satisfaction  of  each  of  the Indemnified
Liabilities  which is permissible under applicable law. The indemnity provisions
contained  herein  shall be in addition to any cause of action or similar rights
the  Investor  may  have,  and  any  liabilities the Investor may be subject to.

     11.     GOVERNING  LAW;  MISCELLANEOUS.

     a.     Governing  Law.  This Agreement shall be governed by and interpreted
            --------------
in  accordance  with  the  laws  of  the  State  of  Texas without regard to the
principles  of  conflict  of  laws. Each party hereby irrevocably submits to the
non-exclusive  jurisdiction  of the state and federal courts sitting in the City
of New York, borough of Manhattan, for the adjudication of any dispute hereunder
or  in  connection  herewith  or  with  any  transaction  contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit,  action  or proceeding, any claim that it is not personally subject to the
jurisdiction  of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each  party hereby irrevocably waives personal service of process and
consents  to  process  being  served  in  any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service  of process and notice thereof. Nothing contained herein shall be deemed
to  limit  in any way any right to serve process in any manner permitted by law.
If  any  provision  of  this  Agreement shall be invalid or unenforceable in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity  or  enforceability  of  any  provision  of this Agreement in any other
jurisdiction.

b.     Commitment  Fees;  Placement  Agent  Fees; Advisory Fees; Legal Fees; and
       -------------------------------------------------------------------------
Escrow  Fees.
   ----------

     (i)  As an inducement to Dutchess Private Equities, L.P. to enter into this
Agreement, the Company has agreed to issue to Dutchess Private Equities, L.P. as
a  commitment fee that number of shares of Common Stock equal to $37,500 divided
by  the  closing  bid price of the Company's Common Stock on the Execution Date.
These  shares  will  be  registered  in the current offering and one-half of the
shares shall be issued to Dutchess Private Equities, L.P. in certificate form no
later  than  two  (2)  Trading Days after the Execution Date and one-half of the
shares shall be issued to Dutchess Private Equities, L.P. in certificate form no
later  than  sixty  (60)  calendar  days  after  the  Execution  Date.

          (ii)  The  Company  has  agreed to issue to May Davis Group, Inc.,  as
part  of  its  placement  fee,  that  number  of shares of Common Stock equal to
$150,000  divided  by the closing bid price of the Company's Common Stock on the
Execution  Date.  These  shares  will  be registered in the current offering and
one-half  of  the  shares shall issuable to May Davis Group, Inc. in certificate
form  no  later  than  two  (2)  Trading  Days  following the Execution Date and
one-half  of  the shares shall be issued to May Davis Group, Inc. in certificate
form  no  later  than  sixty  (60)  calendar  days  after  the  Execution  Date.
Additionally,  on  each  Closing  Date the Company shall pay to May Davis Group,
Inc.,  as  part  of  its  placement  fee an amount equal to 5.0% of the Purchase
Amount  being  paid by PLJ Limited, LLC, which amount shall be deducted from the
Purchase  Amount  by the Escrow Agent and paid directly to May Davis Group, Inc.
(iii)  Dutchess  Advisors,  Ltd. is acting in an advisory capacity to one of the
Investors,  Dutchess  Private Equities Fund, L.P., and the Company has agreed to
pay  an amount in cash and Common Stock for the advisory services being rendered
to  that  Investor.  On  each  Closing  Date  the  Company shall pay to Dutchess
Advisors,  Ltd.,  as  part  of  its advisory fee, an amount equal to 5.0% of the
Purchase Amount being paid by Dutchess Private Equities Fund, L.P., which amount
shall be deducted from the Purchase Amount by the Escrow Agent and paid directly
to  Dutchess  Advisors,  Ltd. The Company shall also issue to Dutchess Advisors,
Ltd.,  as  part of its advisory fee, that number of shares of Common Stock equal
to  $112,500  divided  by the closing bid price of the Company's Common Stock on
the  Execution Date. These shares will be registered in the current offering and
one-half of the shares shall be issued to Dutchess Advisors, Ltd. in certificate
form no later than two (2) Trading Days after the Execution Date and one-half of
the  shares  shall  be  issued to Dutchess Advisors, Ltd. in certificate form no
later  than  sixty  (60)  calendar  days  after  the  Execution  Date.

     (iv)  The  Company  shall  issue  to Investors' counsel, Joseph B. LaRocco,
Esq.,  200% of that number of shares of Common Stock equal to $20,000 divided by
the  closing  bid  price  of  the  Company's Common Stock on the Execution Date.
These  shares  will be registered in the current offering and issued to Joseph B
LaRocco  no  later  than  two  (2)  Trading  Days  after  the  Execution  Date.

     (v)  The  Company  shall  also  pay  the  Escrow  Agent for escrow services
pursuant  to  a  separate  escrow  agreement.

     (vi)     Except  as  otherwise  set  forth herein, each party shall pay the
fees  and  expenses  of its advisers, counsel, accountants and other experts, if
any,  and all other expenses incurred by such party incident to the negotiation,
preparation,  execution,  delivery  and  performance  of  this  Agreement.  Any
attorneys'  fees  and expenses incurred by either the Company or by the Investor
in  connection  with the preparation, negotiation, execution and delivery of any
amendments to this Agreement or relating to the enforcement of the rights of any
party,  after  the  occurrence  of  any breach of the terms of this Agreement by
another  party  or  any  default by another party in respect of the transactions
contemplated  hereunder, shall be paid on demand by the party which breached the
Agreement  and/or defaulted, as the case may be. The Company shall pay all stamp
and  other  taxes  and  duties  levied  in  connection  with the issuance of any
Securities  issued  pursuant  hereto.

     c.     Counterparts.  This  Agreement  may  be  executed  in  two  or  more
            ------------
identical  counterparts,  all  of  which  shall  be  considered one and the same
agreement  and shall become effective when counterparts have been signed by each
party  and  delivered  to  the  other party; provided that a facsimile signature
shall  be  considered  due  execution  and  shall  be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a  facsimile  signature.

     d.     Headings;  Singular/Plural.  The  headings of this Agreement are for
            ---------------------------
convenience  of  reference  and  shall  not  form  part  of,  or  affect  the
interpretation  of,  this  Agreement.  Whenever  required by the context of this
Agreement, the singular shall include the plural and masculine shall include the
feminine.

     e.     Severability. If any provision of this Agreement shall be invalid or
            ------------
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or  the  validity  or  enforceability  of  any  provision  of this
Agreement  in  any  other  jurisdiction.

     f.     Entire  Agreement;  Amendments.  This Agreement supersedes all other
            ------------------------------
prior  oral  or  written  agreements  between  the  Investor, the Company, their
affiliates  and  persons  acting  on  their  behalf  with respect to the matters
discussed  herein,  and  this  Agreement  and  the instruments referenced herein
(including  the other Transaction Documents) contain the entire understanding of
the  parties  with respect to the matters covered herein and therein and, except
as  specifically  set  forth  herein  or  therein,  neither  the Company nor the
Investor  makes  any  representation,  warranty,  covenant  or  undertaking with
respect  to  such  matters.  No provision of this Agreement may be amended other
than  by an instrument in writing signed by the Company and the Investor, and no
provision  hereof may be waived other than by an instrument in writing signed by
the  party  against  whom  enforcement  is  sought.

     g.     Notices.  Any  notices or other communications required or permitted
            -------
to  be  given  under  the terms of this Agreement must be in writing and will be
deemed  to have been delivered (i) upon receipt, when delivered personally; (ii)
upon  receipt,  when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or  (iii)  one  (1)  day  after  deposit  with a nationally recognized overnight
delivery  service,  in  each case properly addressed to the party to receive the
same.  The  addresses  and  facsimile  numbers for such communications shall be:

     If  to  the  Company:

     MarketCentral.net  Corp.
     6401  South  Boston  Street
     Englewood,  CO  80111
     Attention:  Paul  Taylor,  CEO
     Telephone:     720-489-1315
     Facsimile:

And
     William  Stocker,  Esq.
     34190  Sepulveda  Avenue,  Suite  200
     Capistrano  Beach,  CA  92624
     Telephone:  949-487-7295
     Facsimile:  949-487-7285

     If  to  the  Investor:

     At  the  address  listed  in  the  Questionnaire

     With  a  copy  to:

 Joseph  B.  LaRocco,  Esq.
49  Locust  Avenue,  Suite  107
New  Canaan,  CT  06840
Telephone  No.:  203-966-0566
Telecopier  No.:  203-966-0363

     Each  party  shall provide five (5) days' prior written notice to the other
party  of  any  change  in  address  or  facsimile  number.

h.     No  Assignment.  This  Agreement  may  not  be  assigned.
       --------------

     i.     No  Third  Party  Beneficiaries.  This Agreement is intended for the
            -------------------------------
benefit  of  the  parties  hereto  and  is  not  for the benefit of, nor may any
provision  hereof  be  enforced  by,  any  other  person.

     j.     Survival.  The representations and warranties of the Company and the
            --------
Investor  contained  in Sections 2 and 3, the agreements and covenants set forth
in Sections 4 and 5, and the indemnification provisions set forth in Section 10,
shall  survive  each of the Closings. The Investor shall be responsible only for
its  own  representations,  warranties,  agreements  and  covenants  hereunder.

     k.     Publicity.  The  Company  and Investor shall consult with each other
            ---------
in issuing any press releases or otherwise making public statements with respect
to  the transactions contemplated hereby and no party shall issue any such press
release  or  otherwise  make any such public statement without the prior written
consent  of  the other parties, which consent shall not be unreasonably withheld
or delayed, except that no prior consent shall be required if such disclosure is
required by law, in which such case the disclosing party shall provide the other
parties  with  prior  notice  of  such  public  statement.  Notwithstanding  the
foregoing,  the Company shall not publicly disclose the name of Investor without
the  prior  written  consent  of such Investor, except to the extent required by
law.  Investor  acknowledges  that  this  Agreement  and  all  or  part  of  the
Transaction  Documents  may be deemed to be "material contracts" as that term is
defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore
be  required  to  file  such  documents  as  exhibits to reports or registration
statements filed under the Securities 1933 Act or the 1934 Act. Investor further
agrees  that  the  status  of such documents and materials as material contracts
shall  be  determined  solely  by the Company, in consultation with its counsel.

     l.     Further  Assurances. Each party shall do and perform, or cause to be
            -------------------
done  and  performed,  all  such  further acts and things, and shall execute and
deliver  all  such other agreements, certificates, instruments and documents, as
the  other  party  may  reasonably  request in order to carry out the intent and
accomplish  the  purposes  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby.

     m.     Placement  Agent.  Except as set forth in this Agreement, no fees or
            ----------------
commissions  will  be payable by the Company to any broker, financial advisor or
consultant,  finder, placement agent, investment banker, bank or other person or
entity,  with  respect  to  the  transactions  contemplated  by  the Transaction
Documents.  The  Investor  shall  have no obligation with respect to any fees or
with respect to any claims made by or on behalf of other persons or entities for
fees  of  a type contemplated in this Section that may be due in connection with
the  transactions  contemplated by the Transaction Documents.  The Company shall
indemnify  and hold harmless the Investor, their employees, officers, directors,
agents,  and  partners,  and  their  respective affiliates, from and against all
claims,  losses,  damages,  costs  (including  the  costs  of  preparation  and
attorney's  fees)  and  expenses  incurred  in  respect  of  any such claimed or
existing  fees,  as  such  fees  and  expenses  are  incurred.

     n.     No  Strict Construction. The language used in this Agreement will be
            -----------------------
deemed  to be the language chosen by the parties to express their mutual intent,
and  no  rules  of  strict  construction  will  be  applied  against  any party.

     o.     Remedies.  The Investor and each holder of the Shares shall have all
            --------
rights  and  remedies  set  forth  in this Agreement and the Registration Rights
Agreement  and  all  rights and remedies which such holders have been granted at
any  time under any other agreement or contract and all of the rights which such
holders  have under any law. Any person having any rights under any provision of
this  Agreement  shall  be entitled to enforce such rights specifically (without
posting  a  bond or other security), to recover damages by reason of any default
or  breach  of  any  provision  of  this  Agreement,  including  the recovery of
reasonable attorneys fees and costs, and to exercise all other rights granted by
law.

     p.     Payment Set Aside. To the extent that the Company makes a payment or
            -----------------
payments  to  the Investor hereunder or the Registration Rights Agreement or the
Investor  enforces  or  exercises  its  rights hereunder or thereunder, and such
payment  or payments or the proceeds of such enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set  aside,  recovered from, disgorged by or are required to be refunded, repaid
or  otherwise  restored  to the Company, a trustee, receiver or any other person
under  any  law  (including,  without  limitation,  any bankruptcy law, state or
federal law, common law or equitable cause of action), then to the extent of any
such  restoration  the  obligation  or  part  thereof  originally intended to be
satisfied  shall  be  revived  and continued in full force and effect as if such
payment  had  not  been  made  or  such  enforcement or setoff had not occurred.

     q.  The  Company  agrees  that  the  Investors  shall  be severally and not
jointly  liable  for  the representations, covenants and warranties made in this
Agreement.  Also  the  Company  agrees that the Investors shall be severally and
not  jointly  liable  for  any breaches of this Agreement, so that each Investor
shall  bear  its  own  liability  based  on  which  Investor caused such breach.

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<PAGE>
                             MARKETCENTRAL.NET CORP.
                                  QUESTIONNAIRE


     The information contained in this Questionnaire is being furnished in order
to  determine  whether  the  undersigned's  subscription  to purchase the Shares
described  in  this  Agreement  may  be  accepted.

     ALL  INFORMATION  CONTAINED  IN  THIS  QUESTIONNAIRE  WILL  BE  TREATED
CONFIDENTIALLY.  The  undersigned  understands,  however,  that  the Company may
present  this  Questionnaire  to  such parties as it deems appropriate if called
upon  to  establish that the proposed offer and sale of the Securities is exempt
from  registration  under  the  1933  Act, as amended.  Further, the undersigned
understands  that  the offering may be required to be reported to the Securities
and  Exchange  Commission, NASDAQ and to various state securities and "blue sky"
regulators.

     IN ADDITION TO SIGNING THE SIGNATURE PAGE, IF REQUESTED BY THE COMPANY, THE
UNDERSIGNED  MUST  COMPLETE  FORM  W-9.

I.     PLEASE  CHECK  EACH  OF  THE  STATEMENTS  BELOW  THAT  APPLIES.

          1.     The  undersigned: (a) has total assets in excess of $5,000,000;
(b)  was not formed for the specific purpose of acquiring the securities and (c)
has  its  principal  place  of  business  in  ___________.

     2.     The  undersigned  is a natural person whose individual net worth* or
joint  net  worth  with  his  or  her  spouse  exceeds  $1,000,000.

     3.     The undersigned is a natural person who had an individual income* in
excess  of  $200,000  in  each  of  the two most recent years and who reasonably
expects  an  individual  income in excess of $200,000 in the current year.  Such
income  is  solely  that  of  the  undersigned  and  excludes  the income of the
undersigned's  spouse.

     4.     The  undersigned  is  a natural person who, together with his or her
spouse,  has  had  a joint income* in excess of $300,000 in each of the two most
recent  years and who reasonably expects a joint income in excess of $300,000 in
the  current  year.

*     For  purposes of this Questionnaire, the term "net worth" means the excess
of  total  assets  over total liabilities.  In determining "income", an investor
should  add  to  his  or  her  adjusted gross income any amounts attributable to
tax-exempt  income  received, losses claimed as a limited partner in any limited
partnership,  deductions  claimed  for  depletion, contributions to IRA or Keogh
retirement  plan, alimony payments and any amount by which income from long-term
capital  gains  has  been  reduced  in  arriving  at  adjusted  gross  income.



          5.     The  undersigned  is:

     (a)     a  bank  as  defined  in  Section  3(a)(2)  of  the  1933  Act;  or

     (b)     a  savings  and loan association or other institution as defined in
Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary
capacity;  or

     (c)     a  broker  or  dealer registered pursuant to Section 15 of the 1934
Act;  or

     (d)     an  insurance  company as defined in Section 2(13) of the 1933 Act;
or

     (e)     An  investment  company registered under the Investment Company Act
of  1940 or a business development company as defined in Section 2(a)(48) of the
Investment  Company  Act  of  1940;  or

     (f)     a  small  business  investment  company  licensed by the U.S. Small
Business  Administration  under  Section  301  (c)  or (d) of the Small Business
Investment  Act  of  1958;  or

     6.     The  undersigned  is an entity in which all of the equity owners are
"accredited  investors", as that term is defined in Rule 501(a)(3) of Regulation
D  of  the  1933  Act.


<PAGE>
II.     INVESTOR  INFORMATION.

(A)     IF  THE  UNDERSIGNED  IS  AN  INDIVIDUAL:

     Name  _________________________________________

     Street  Address  __________________________________

     City,  State,  Zip  Code  _____________________________

     Phone  ____________________  Fax  _________________

     Social  Security  Number  ___________________________

     Send  Correspondence  to:
          _______________________________________________
     _______________________________________________
     _______________________________________________


(B)     IF  THE  UNDERSIGNED  IS  NOT  AN  INDIVIDUAL:

     Name  of  Entity  __________________________________

Person's  Name  ___________________  Title___________

     State  of  Organization  ______________________________

     Principal  Business  Address  _________________________

     City,  State,  Zip  Code  ______________________________

     Taxpayer  Identification  Number  _____________________

     Phone  ____________________  Fax  _________________

     Send  Correspondence  to:
          _______________________________________________
     _______________________________________________
     _______________________________________________




                             MARKETCENTRAL.NET CORP.
                                 SIGNATURE PAGE
                                 --------------

     Your  signature on this Signature Page evidences your agreement to be bound
by  the Questionnaire, Subscription Agreement and Registration Rights Agreement.

     1.     The undersigned hereby represents that (a) the information contained
in  the  Questionnaire  is  complete  and  accurate and (b) the undersigned will
notify  MarketCentral.net Corp. immediately if any material change in any of the
information occurs prior to the acceptance of the undersigned's subscription and
will  promptly send MarketCentral.net Corp. written confirmation of such change.

     2.     The  undersigned signatory hereby certifies that he/she has read and
understands  the Investment Agreement and Questionnaire, and the representations
made  by the undersigned in this Investment Agreement and Questionnaire are true
and  accurate.



                              PLJ  LIMITED,  LLC



____________________________          By:____________________________________
          Date                           Name:  Alfred  Hahnfeldt
                                     Title:  A  Managing  Member





                 DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
                 BY  ITS  GENERAL  PARTNER  DUTCHESS
                 CAPITAL  MANAGEMENT,  LLC



____________________________          By:__________________________________
Date                           Name:
                               Title:  A  Managing  Member










                             COMPANY ACCEPTANCE PAGE
                             -----------------------


This  Subscription  Agreement  accepted  and  agreed
to  this  ____  day  of  December,  2001.


MARKETCENTRAL.NET  CORP.



By__________________________________
      Paul  Taylor,  its  CEO


                                LIST OF EXHIBITS
                                -----------------


EXHIBIT  A               Registration  Rights  Agreement
EXHIBIT  B               Opinion  of  Company's  Counsel
EXHIBIT  C               Escrow  Agreement
EXHIBIT  D               Broker  Representation  Letter
EXHIBIT  E               Board  Resolution
EXHIBIT  F               Put  Notice
EXHIBITG               Partial  Release  of  Put  Amount  and  Shares


                                LIST OF SCHEDULES
                                -----------------

Schedule  4(a)                 Subsidiaries
Schedule  4(c)                 Capitalization
Schedule  4(e)                 Conflicts
Schedule  4(g)                 Material  Changes
Schedule  4(h)                 Litigation
Schedule  4(l)                 Intellectual  Property
Schedule  4(n)                 Liens
Schedule  4(t)                 Certain  Transactions


<PAGE>
                                    EXHIBIT B


     LAW  OFFICES  OF
     William  Stocker
     phone (949) 487-7295
     34190 Sepulveda Avenue Suite 200     fax (949) 487-7285
     Capistrano  Beach  CA  92624

     December  10,  2001


To:  The  Purchasers  of  MarketCentral.net  Corp.

re:  MarketCentral.net  Corp.

     Dear  Ladies  and  Gentlemen:

     We  have  acted  as  counsel  to  MarketCentral.net  Corp.,  a  corporation
incorporated  under  the laws of the State of Texas ("MKCT"), in connection with
the  proposed  issuance  and  sale  of  common  stock  pursuant  to that certain
Investment  Agreement  (including  all  Exhibits  and  Appendices  thereto,
collectively  the  "Agreements").

     In  connection  with  rendering  the  opinions  set  forth  herein, we have
examined  drafts  of the Agreement, MKCT's Certificate of Incorporation, and its
Bylaws,  as  amended to date, the proceedings of MKCT's Board of Directors taken
in  connection  with  entering  into  the  Agreements, and such other documents,
agreements  and  records as we deemed necessary to render the opinions set forth
below.

     In  conducting  our  examination,  we have assumed the following:  (i) that
each  of  the Agreements has been executed by each of the parties thereto in the
same  form  as  the  forms  which  we have examined, (ii) the genuineness of all
signatures, the legal capacity of natural persons, the authenticity and accuracy
of  all  documents submitted to us as originals, and the conformity to originals
of  all  documents  submitted to us as copies, (iii) that each of the Agreements
has  been  duly  and  validly authorized, executed and delivered by the party or
parties  thereto  other  than  MKCT,  and  (iv)  that  each  of  the  Agreements
constitutes  the  valid  and  binding  agreement of the party or parties thereto
other  than  MKCT,  enforceable against such party or parties in accordance with
the  Agreements'  terms.

     Based  upon  the  subject  to  the  foregoing,  we are of the opinion that:

     1.     MKCT  has  been  duly  incorporated  and  is  validly  existing as a
corporation  in  good  standing  under  the  laws of the State of Texas, is duly
qualified to do business as a foreign corporation and is in good standing in all
jurisdictions  where  MKCT  owns  or  leases  properties, maintains employees or
conducts  business,  except for jurisdictions in which the failure to so qualify
would  not  have  a  material  adverse  effect  on  MKCT,  and has all requisite
corporate  power  and  authority to own its properties and conduct its business.

     2.     The  authorized capital stock of MKCT consists of 100,000,000 shares
of  Common  Stock, $0.0001 par value per share, each Common Voting Equity Stock,
such  shares  to  carry  the  short title "Common"; and no other class of stock.

     3.     The  Common Stock is registered pursuant to Section 12(b) or Section
12(g)  of  the  Securities  Exchange Act of 1934, as amended and MKCT has timely
filed  all the material required to be filed pursuant to Sections 13(a) or 15(d)
of  such  Act  for a period of at least twelve months preceding the date hereof;

     4.     When  duly countersigned by MKCT's transfer agent and registrar, and
delivered  to you or upon your order against payment of the agreed consideration
therefor  in  accordance  with the provisions of the Agreements the Common Stock
will  be  duly  authorized  and  validly  issued,  fully paid and nonassessable;

     5     MKCT  has  the  requisite corporate power and authority to enter into
the  Agreements  and  to  sell  and  deliver  the  Common  as  described  in the
Agreements;  each  of the Agreements has been duly and validly authorized by all
necessary  corporate  action  by  MKCT  to  our  knowledge,  no  approval of any
governmental or other body is required for the execution and delivery of each of
the  Agreements  by  MKCT  or  the consummation of the transactions contemplated
thereby; each of the Agreements has been duly and validly executed and delivered
by  and  on  behalf  of  MKCT,  and  is  a  valid and binding agreement of MKCT,
enforceable  in  accordance  with  its  terms,  except  as enforceability may be
limited  by  general  equitable  principles,  bankruptcy, insolvency, fraudulent
conveyance,  reorganization, moratorium or other laws affecting creditors rights
generally,  and  except  as  to  compliance  with  federal,  state,  and foreign
securities  laws,  as  to  which  no  opinion  is  expressed;

     6.     To  the  best  of  our  knowledge, after due inquiry, the execution,
delivery  and  performance  of the agreements by MKCT and the performance of its
obligations  thereunder  do not and will not constitute a breach or violation of
any  of  the  terms and provisions of, or constitute a default under or conflict
with  or  violate  any  provision  of (i) MKCT's Certificate of Incorporation or
By-Laws,  (ii)  any  indenture,  mortgage,  deed  of  trust,  agreement or other
instrument  to  which  MKCT  is  party  or by which it or any of its property is
bound,  (iii)  any  applicable  statute  or  regulation or as other, (iv) or any
judgment,  decree or order of any court or governmental body having jurisdiction
over  MKCT  or  any  of  its  property.

     7.     The  issuance of Common Stock in accordance with the Agreements will
not  violate  the  applicable  listing agreement between MKCT and any securities
exchange  or  market  on  which  MKCT's  securities  are  listed.

     8.     To the best of our knowledge, after due inquiry, there is no pending
or  threatened  litigation,  investigation  or  other  proceedings against MKCT.

     9.     MKCT  complies with the eligibility requirements for the use of Form
SB-2,  under  the  Securities  Act  of  1933,  as  amended.

     This  opinion  is  rendered  only with regard to the matters set out in the
numbered  paragraphs  above.  No  other opinions are intended nor should they be
inferred.  This  opinion  is based solely upon the laws of the United States and
the  Corporate Laws of the State of Texas and does not include an interpretation
or  statement concerning the laws of any other state or jurisdiction. Insofar as
the  enforceability  of  the  Agreements  may  be  governed by the laws of other
states, we have assumed that such laws are identical in all respects to the laws
of  the  State  of  Texas.

     The  opinions  expressed  herein  are  given  to you solely for your use in
connection  with  the  transaction contemplated by the Agreements and may not be
relied  upon  by any other person or entity or for any other purpose without our
prior  consent.

                                Very truly yours,




WS:zbe     William  Stocker
See  Agreements







<PAGE>

                                    EXHIBIT D

                              [BROKER'S LETTERHEAD]




Date
Via  Facsimile

Attention:
______________________
______________________
______________________

Re:  MARKETCENTRAL.NET  CORP.

Dear  __________________:

It  is  our understanding that the Form______ Registration Statement bearing SEC
File  Number  (  ___-______)  filed  by MARKETCENTRAL.NET CORP. on Form _____ on
__________,  2001  was  declared  effective  on  _________,  200_.

This  letter  shall  confirm  that  ______________ shares of the common stock of
MARKETCENTRAL.NET  CORP. are being sold on behalf of __________________ and that
we  shall  comply  with  the  prospectus delivery requirements set forth in that
Registration  Statement  by  filing  the  same  with  the  purchaser.

If  you  have  any  questions  please  do  not  hesitate  to  call.

Sincerely,



______________________



cc:  Joseph  B.  LaRocco,  Esq.





<PAGE>
                                    EXHIBIT E

     MARKETCENTRAL.NET  CORP.
     A  TEXAS  CORPORATION

     MINUTES  OF  THE  BOARD  OF  DIRECTORS

     October  24,  2001

     The  Meeting  was  held  pursuant to waiver of Notice. The Sole Officer and
Director,  Paul  Taylor,  was  present  in  person or via telephone and acted as
President  and  Secretary  of  the  meeting.

     THE  BOARD  DISCUSSED  Managements  plan  for financing and registration of
shares  pursuant  the  Securities Act of 1933. Reference is made to that certain
Registration  of  Rights  Agreement,  by and between MarketCentral.net Corp, and
Investors.

     THE FOLLOWING ACTION WAS RESOLVED AND TAKEN: The Officers are empowered and
directed  to  proceed  with  the  funding agreements, and to register and in due
course  issue  65,000,000 shares of common stock, pursuant to the Securities Act
of  1933,  and  the  Registration  Agreement,  for  the  purpose  of obtaining a
$10,000,000.00 (Ten Million) equity line. The shares shall be registered on Form
SB-2.

     THERE  BEING  NO  FURTHER  BUSINESS,  the  meeting  was  adjourned.

     THE  UNDERSIGNED  DIRECTORS  hereby  Acknowledge  or  Waive  Notice of this
Meeting  and  Approve  the  foregoing  Minutes  of  the  Board.

     /S/
     Paul  Taylor
     Sole  Officer  and  Director

<PAGE>

     EXHIBIT  F

PUT  NOTICE  NO.   ______

     MARKETCENTRAL.NET CORP., a Texas corporation (the "Company"), hereby elects
to  exercise  its right pursuant to the Investment Agreement to require Investor
to  purchase  shares  of  its common stock.   The Company hereby certifies that:

     1.  The  Put  Amount  is:  $_______________.

2.     The  Pricing  Period  runs  from  ____________________  to
____________________.

3.  The  current  number  of shares of common stock issued and outstanding as of
_____________  are  __________________________.

     4.  94%  of  the  average of the three (3) lowest closing bid prices of the
Company's  Common  Stock during the ten (10) Trading Day Pricing Period ("3 Ave.
Lowest")  is  as  follows:

 3  Ave.  Lowest           x    94%   =    Purchase Price  x  (15% of Volume)  =
Total
___________     x    94%  =     __________    x  _____________   =  $__________
___________          x    94%   =     __________    x  _____________   =
$__________
___________          x    94%   =     __________    x  _____________    =
$__________
___________          x    94%   =     __________    x  _____________   =
$__________
___________          x    94%   =     __________    x  _____________   =
$__________
___________          x    94%   =     __________    x  _____________   =
$__________
___________          x    94%   =     __________    x  _____________   =
$__________
___________          x    94%   =     __________    x  _____________   =
$__________
___________          x    94%   =     __________    x  _____________   =
$__________
___________          x    94%   =     __________    x  _____________   =
$__________
                   GRAND  TOTALS             _____________*    $____________**

Number  of  Shares  being  Purchased (total of 15% volume column) _____________*

Aggregate  Purchase  Price  of  Shares  $__________________**

               Less  Escrow  Fee  -  __________________

            Less  Placement  Fee  -  ___________________

                          Less  Advisor's  Fee  -  ___________________

      Amount  to  be  wired  to  Company


The  undersigned  has  executed this Put Notice as of this ___ day of _________,
200__.

MARKETCENTRAL.NET  CORP.


By:_______________________________________
      Name  and  title:




                                    EXHIBIT G

                  PARTIAL RELEASE OF PURCHASE AMOUNT AND SHARES

     To:

     MarketCentral.net  Corp.
     6401  South  Boston  Street
     Englewood,  CO  80111
     Attention:  Paul  Taylor,  President
     Telephone:     720-489-1315
     Facsimile:

     With  a  copy  to:
     William  Stocker,  Esq.
     34190  Sepulveda  Avenue,  Suite  200
     Capistrano  Beach,  CA  92624
     Telephone:  949-487-7295
     Facsimile:  949-487-7285


Joseph  B.  LaRocco,  Esq.
49  Locust  Avenue,  Suite  107
New  Canaan,  CT  06840
Telephone  No.:  203-966-0566
Telecopier  No.:  203-966-0363

Pursuant  to  the  terms  of  the Investment Agreement the Investor requests the
release  from  the Company of __________ shares of the Company's Common Stock by
overnight delivery or DWAC, if available, and the Investor, upon confirmation of
receipt  of  the  Shares  by  the  Escrow  Agent shall wire $____________ to the
Company  within  two  (2) Trading Days of said confirmation at which time Escrow
Agent shall wire the funds to the Company and deliver the shares to the Investor
pursuant  to  the  instructions  given  to  the  Escrow  Agent  by  the Investor
                            INVESTOR


                            By:

Note:  The  number  of  Shares  stated in this PARTIAL RELEASE OF PUT AMOUNT AND
----
SHARES Form shall be equal to the dollar amount to be released divided by 94% of
----
the  lowest  closing  bid  price  during  that  number of Trading Days that have
elapsed  in  the  specified  Pricing  Period.

                           SCHEDULE 4(a)  SUBSIDIARIES


     In  March  2001,  MarketCentral.net  Corp.  acquired  100% of FCOM, Inc., a
private  Colorado  corporation,  for  the  issuance  of 2,500,000 new investment
common  shares.  FCOM  currently  operates  as  a wholly-owned subsidiary of our
company.

     FCOM  is  a  digital  "services  and  component aggregator," a new breed of
content  provider  that  integrates digital components from multiple application
providers, partners and vendors into a single unified service distributed at the
wholesale level. Further information about FCOM can be found in our December 31,
2000  Annual  Report  filed  on  Form  10-KSB.

     MarketCentral.net  Corp.  has  no  other  subsidiaries.


<PAGE>

                          SCHEDULE 4(c)  CAPITALIZATION

     The  authorized  capital  stock  of  MarketCentral.net  Corp.  consists  of
100,000,000  shares  of  Common  Stock, $0.0001 par value per share, each Common
Voting Equity Stock, such shares to carry the short title "Common"; and no other
class  of  stock.


     As  of  December  10,  2001 14,890,872 shares are issued and outstanding, 0
shares of Preferred Stock and approximately 1,301,232 shares of Common Stock are
issuable  upon  the  exercise  of  options,  warrants and conversion rights. All
outstanding  warrants have an expiration date of no later than December 1, 2004.
All  of  such  outstanding  shares  have been, or upon issuance will be, validly
issued  and  are  fully  paid  and  nonassessable.



<PAGE>
                             SCHEDULE 4(e) CONFLICTS


                                      NONE


<PAGE>
                         SCHEDULE 4(g)  MATERIAL CHANGES

Please  refer  to  the  quarterly  report pursuant to section 13 or 15(d) of the
Securities  Exchange  Act  of  1934 for the Quarterly Period ended September 30,
2001filed  on  November  26,  2001.  As  of  December 10, 2001 no other material
changes  have  occurred.


<PAGE>

                            SCHEDULE 4(h)  LITIGATION
     There  are  no  legal  proceedings  pending  against or involving us, as of
December  10,  2001,  and  none  are  threatened  or  suspected.

<PAGE>

                              SCHEDULE 4(n)  LIENS


                                      NONE


<PAGE>
                    SCHEDULE 4(t)  CERTAIN TRANSACTIONS

     On  October 12, 2001 the Company executed a Stock Purchase Agreement with a
group  of  offshore  investors, allowing the Company to raise up to $1.3 million
through  the  sale of restricted Common stock. The transaction will be completed
in accordance with Regulation S compliance conditions and appropriate rules. The
Company  entered  into  a  Stock  Purchase  Agreement  to sell up to 8.4 million
restricted  shares  pursuant to a Regulation S offering. The Reg S offering will
continue  until  fully  sold  or  December  31st  2001.