EXHIBIT 10.14

   REGISTRATION RIGHTS AGREEMENT


     REGISTRATION  RIGHTS AGREEMENT (this "Agreement"), dated as of December __,
2001, by and between MarketCentral.net Corp., a company organized under the laws
of  state  of  Texas,  with  its principal executive office at 6401 South Boston
Street,  Englewood, CO 80111 (the "Company"), and the undersigned investors (the
"Investor").

     WHEREAS,  In  connection  with  the Investment Agreement by and between the
Company and the Investor of even date herewith (the "Investment Agreement"), the
Company  has  agreed  to  issue  to  the Investor (i) an indeterminate number of
shares  of  the  Company's common stock, $.0001 par value per share (the "Common
Stock"),  to  be  purchased  pursuant  to  the  Investment  Agreement;  and

     WHEREAS,  To  induce  the  Investor  to  execute and deliver the Investment
Agreement,  the  Company has agreed to provide certain registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable  state  securities  laws,  with respect to the shares of Common Stock
issuable  pursuant  to  the  Investment  Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  contained  hereinafter and other good and valuable consideration, the
receipt  and  sufficiency  of which are hereby acknowledged, the Company and the
Investor  hereby  agree  as  follows:


1.           DEFINITIONS.

     As  used  in  this  Agreement, the following terms shall have the following
meanings:

a.  "Execution  Date" means the date this Agreement and the Investment Agreement
are  signed  by  the  Company  and  the  Investor.

b.  "Holder"  means  the  undersigned  Investors.

c.   "Person"  means a corporation, a limited liability company, an association,
a  partnership,  an  organization,  a business, an individual, a governmental or
political  subdivision  thereof  or  a  governmental  agency.

d.  "Potential Material Event" means any of the following: (i) the possession by
the  Company  of  material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
Registration  Statement  would be detrimental to the business and affairs of the
Company, or (ii) any material engagement or activity by the Company which would,
in  the  good  faith  determination of the Board of Directors of the Company, be
adversely affected by disclosure in a Registration Statement at such time, which
determination shall be accompanied by a good faith determination by the Board of
Directors  of  the  Company  that the Registration Statement would be materially
misleading  absent  the  inclusion  of  such  information.

e.  "Principal  Market"  means either The American Stock Exchange, Inc., The New
York  Stock  Exchange,  Inc.,  the  Nasdaq  National Market, The Nasdaq SmallCap
Market  or  the National Association of Securities Dealer's, Inc. OTC electronic
bulletin  board  whichever  is the principal market on which the Common Stock is
listed.

f.  "Register,"  "Registered,"  and  "Registration"  refer  to  a  registration
effected  by  preparing  and  filing  one  or  more  Registration  Statements in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor  rule  providing  for offering securities on a continuous basis ("Rule
415"),  and  the  declaration  or ordering of effectiveness of such Registration
Statement(s)  by  the  United  States  Securities  and  Exchange Commission (the
"SEC").

g.  "Registrable Securities" means the shares of Common Stock issued or issuable
(i)  pursuant  to the Investment Agreement, and (ii) any shares of capital stock
issued or issuable with respect to the such shares of Common Stock, if any, as a
result of any stock split, stock dividend, recapitalization, exchange or similar
event or otherwise, which have not been (x) included in a Registration Statement
that  has  been  declared  effective  by the SEC or (y) sold under circumstances
meeting  all  of the applicable conditions of Rule 144 (or any similar provision
then  in  force)  under  the  1933  Act.

h.  "Registration Statement" means a registration statement of the Company filed
under  the  1933  Act.

     All  capitalized  terms  used  in  this Agreement and not otherwise defined
herein  shall  have  the  same  meaning  ascribed  to  them as in the Investment
Agreement.

     2.     REGISTRATION.

a.     Mandatory  Registration.  The  Company  shall  prepare,  and,  as soon as
practicable  file  with  the  SEC  a  Registration  Statement  or  Registration
Statements  (as  is necessary) on Form SB-2 (or, if such form is unavailable for
such  a  registration,  on  such  other  form  as  is  available  for  such  a
registration),  covering  the resale of all of the Registrable Securities, which
Registration  Statement(s)  shall  state  that,  in  accordance  with  Rule  416
promulgated  under  the  1933  Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon  stock  splits, stock dividends or similar transactions.  The Company shall
initially  register for resale  _____________ shares of Common Stock which would
be issuable on the date preceding the filing of the Registration Statement based
on  the  closing  bid  price  of the Company's Common Stock on such date and the
amount  reasonably  calculated  that  represents Commons Stock issuable to other
parties  as  set  forth  in  the Investment Agreement.  In the event the Company
cannot  register  sufficient shares of Common Stock, 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.

b.     The  Company  shall  use  its  best  efforts  to  have  the  Registration
Statement(s)  declared  effective  by  the  SEC within ninety (90) calendar days
after  the  Execution  Date.

c.     The  Company  agrees  not  to  include  any  other  securities  in  this
Registration  Statement  without  Investor's prior written consent. Furthermore,
the  Company  agrees  that it will not file any other Registration Statement for
other  securities,  until  thirty  (30)  calendar  days  after  the Registration
Statement  for  the  Registrable  Securities  is  declared  effective.

d.     Counsel.  Subject  to  Section  5 hereof, in connection with any offering
pursuant  to this Section 2, the Holder shall have the right to select one legal
counsel  to  administer  its  interests  in  the  offering.  The  Company  shall
reasonably  cooperate  with  any  such  counsel.

     3.     RELATED  OBLIGATIONS.

     At such time as the Company is obligated to prepare and file a Registration
Statement  with  the SEC pursuant to Section 2(a), the Company will use its best
efforts  to  effect the registration of the Registrable Securities in accordance
with  the  intended method of disposition thereof and, with respect thereto, the
Company  shall  have  the  following  obligations:


a.          The  Company  shall  use its best efforts to cause such Registration
Statement  relating  to  the  Registrable  Securities to become effective within
ninety  (90)  days  after  the  date  and shall keep such Registration Statement
effective pursuant to Rule 415 until the earlier of (i) the date as of which the
Holders  may sell all of the Registrable Securities 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 Registrable Securities and
(B)  the  Investor has no right to acquire any additional shares of Common Stock
under  the  Investment Agreement respectively (the "Registration Period"), which
Registration  Statement  (including  any  amendments  or supplements thereto and
prospectuses  contained  therein)  shall  not  contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in which
they  were  made,  not  misleading.

b.     The  Company  shall  prepare  and  file  with  the  SEC  such  amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  during  the Registration Period, and, during such period, comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities  of  the  Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance  with  the  intended  methods  of disposition by the Investor
thereof as set forth in such Registration Statement.  In the event the number of
shares  of  Common Stock available under a Registration Statement filed pursuant
to  this  Agreement  is at any time insufficient to cover all of the Registrable
Securities,  the  Company shall amend such Registration Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover all of the Registrable Securities, in each case, as soon as
practicable,  but  in  any  event  within  thirty  (30)  calendar days after the
necessity  therefor arises (based on the then Purchase Price of the Common Stock
and  other  relevant  factors  on  which the Company reasonably elects to rely),
assuming  the  Company  has sufficient authorized shares at that time, and if it
does  not,  within  thirty  (30) calendar days after such shares are authorized.
The  Company  shall  use  it  best  efforts  to  cause such amendment and/or new
Registration  Statement to become effective as soon as practicable following the
filing  thereof.

c     The Company shall furnish to the Investor whose Registrable Securities are
included  in any Registration Statement and its legal counsel without charge (i)
promptly  after the same is prepared and filed with the SEC at least one copy of
such  Registration  Statement  and any amendment(s) thereto, including financial
statements  and  schedules,  all documents incorporated therein by reference and
all  exhibits, the prospectus included in such Registration Statement (including
each  preliminary  prospectus)  and,  with  regards  to  such  Registration
Statement(s),  any  correspondence  by or on behalf of the Company to the SEC or
the staff of the SEC and any correspondence from the SEC or the staff of the SEC
to  the  Company  or  its  representatives,  (ii)  upon the effectiveness of any
Registration  Statement,  ten  (10)  copies  of  the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number  of  copies  as the Investor may reasonably request) and (iii) such other
documents,  including  copies  of  any  preliminary  or final prospectus, as the
Investor  may  reasonably  request  from time to time in order to facilitate the
disposition  of  the  Registrable  Securities.

d.     The  Company shall use reasonable efforts to (i) register and qualify the
Registrable  Securities  covered  by  a  Registration Statement under such other
securities  or "blue sky" laws of such states in the United States as any Holder
reasonably  requests,  (ii)  prepare  and  file  in  those  jurisdictions,  such
amendments  (including  post-effective  amendments)  and  supplements  to  such
registrations  and  qualifications  as  may  be  necessary  to  maintain  the
effectiveness  thereof  during  the  Registration  Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect  at  all  times  during  the Registration Period, and (iv) take all other
actions  reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required  in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but  for  this  Section 3(d), (y) subject itself to general taxation in any such
jurisdiction,  or  (z)  file a general consent to service of process in any such
jurisdiction.  The  Company  shall  promptly  notify  each  Holder  who  holds
Registrable  Securities  of  the receipt by the Company of any notification with
respect  to  the  suspension  of the registration or qualification of any of the
Registrable  Securities  for sale under the securities or "blue sky" laws of any
jurisdiction  in  the  United  States  or  its  receipt  of actual notice of the
initiation  or  threatening  of  any  proceeding  for  such  purpose.

e.  As  promptly  as practicable after becoming aware of such event, the Company
shall notify each Holder in writing of the happening of any event as a result of
which  the  prospectus  included in a Registration Statement, as then in effect,
includes  an untrue statement of a material fact or omission 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,
("Registration  Default")  and  use  all  diligent efforts to promptly prepare a
supplement  or  amendment  to  such  Registration  Statement  and take any other
necessary  steps  to cure the Registration Default, (which, if such Registration
Statement  is  on Form S-3, may consist of a document to be filed by the Company
with  the  SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as
defined below) and to be incorporated by reference in the prospectus) to correct
such  untrue  statement  or  omission,  and  deliver  ten  (10)  copies  of such
supplement  or  amendment to each Holder (or such other number of copies as such
Holder  may reasonably request). Failure to cure the Registration Default within
ten  (10) business days shall result in the Company paying liquidated damages of
2.0%  of  the  cost of all Common Stock then held by the Holders for each thirty
(30)  calendar  day  period  or  portion  thereof,  beginning  on  the  date  of
suspension.  The  Company  shall also promptly notify each Holder in writing (i)
when  a  prospectus or any prospectus supplement or post-effective amendment has
been  filed,  and  when a Registration Statement or any post-effective amendment
has  become  effective (notification of such effectiveness shall be delivered to
each  Holder by facsimile on the same day of such effectiveness and by overnight
mail),  (ii)  of  any  request  by  the  SEC  for amendments or supplements to a
Registration  Statement  or  related prospectus or related information, (iii) of
the  Company's  reasonable  determination  that  a post-effective amendment to a
Registration  Statement would be appropriate, (iv) in the event the Registration
Statement is no longer effective or, (v) the Registration Statement is stale for
a period of more than five (5) Trading Days as a result of the Company's failure
to  timely  file  its  financials.
     The  Company acknowledges that its failure to cure the Registration Default
within  ten  (10)  business days will cause the Investor to suffer damages in an
amount that will be difficult to ascertain.  Accordingly, the parties agree that
it  is  appropriate  to include a provision for liquidated damages.  The parties
acknowledge  and  agree  that the liquidated damages provision set forth in this
section  represents the parties' good faith effort to quantify such damages and,
as  such,  agree  that  the  form  and  amount  of  such  liquidated damages are
reasonable  and  will  not  constitute  a  penalty.
     It  is  the intention of the parties that interest payable under any of the
terms  of 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.

f.  The  Company  shall use its best efforts to prevent the issuance of any stop
order  or other  suspension of effectiveness of a Registration Statement, or the
suspension of the qualification of any of the Registrable Securities for sale in
any  jurisdiction  and, if such an order or suspension is issued,  to obtain the
withdrawal  of  such  order or suspension at the earliest possible moment and to
notify  each  Holder who holds Registrable Securities being sold of the issuance
of such order and the  resolution thereof or its receipt of actual notice of the
initiation  or  threat  of  any  proceeding  for  such  purpose.

g.     The  Company  shall  permit  each  Holder  and  a single firm of counsel,
designated  by  the  Holder, to review and comment upon a Registration Statement
and  all  amendments  and  supplements  thereto at least seven (7) business days
prior to their filing with the SEC, and not file any document in a form to which
such  counsel  reasonably  objects.  The  Company  shall not submit to the SEC a
request  for  acceleration  of  the effectiveness of a Registration Statement or
file  with  the  SEC  a  Registration  Statement  or any amendment or supplement
thereto  without the prior approval of such counsel, which approval shall not be
unreasonably  withheld.

h.     At  the request of any Holder, the Company shall cause to be furnished to
such  Holder,  on  the date of the effectiveness of a Registration Statement, an
opinion, dated as of such date, of counsel representing the Company for purposes
of  such  Registration  Statement.

i.     The  Company  shall  make  available for inspection by (i) any Holder and
(ii)  one firm of attorneys and one firm of accountants or other agents retained
by  the  Holders  (collectively,  the  "Inspectors") all pertinent financial and
other  records,  and pertinent corporate documents and properties of the Company
(collectively,  the  "Records"), as shall be reasonably deemed necessary by each
Inspector,  and  cause the Company's officers, directors and employees to supply
all  information  which any Inspector may reasonably request; provided, however,
that  each  Inspector  shall  hold  in  strict confidence and shall not make any
disclosure  (except to a Holder) or use of any Record or other information which
the  Company  determines  in  good  faith  to  be  confidential,  and  of  which
determination  the Inspectors are so notified, unless (a) the disclosure of such
Records  is  necessary  to  avoid  or  correct a misstatement or omission in any
Registration  Statement  or  is  otherwise  required under the 1933 Act, (b) the
release  of such Records is ordered pursuant to a final, non-appealable subpoena
or  order  from a court or government body of competent jurisdiction, or (c) the
information  in  such  Records  has  been made generally available to the public
other  than  by  disclosure in violation of this or any other agreement of which
the  Inspector  has  knowledge.  Each Holder agrees that it shall, upon learning
that  disclosure of such Records is sought in or by a court or governmental body
of  competent  jurisdiction  or  through  other means, give prompt notice to the
Company  and  allow the Company, at its expense, to undertake appropriate action
to  prevent  disclosure  of,  or  to  obtain a protective order for, the Records
deemed  confidential.

j.     The  Company  shall  hold  in  confidence  and not make any disclosure of
information concerning a Holder provided to the Company unless (i) disclosure of
such  information  is necessary to comply with federal or state securities laws,
(ii)  the  disclosure  of  such  information  is necessary to avoid or correct a
misstatement  or  omission  in  any Registration Statement, (iii) the release of
such  information  is  ordered  pursuant  to  a  subpoena  or  other  final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information concerning a Holder is sought in or by a court or governmental
body  of  competent  jurisdiction  or  through  other means, give prompt written
notice  to  such  Holder  and  allow  such  Holder,  at the Holder's expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order  for,  such  information.
k.     The  Company  shall  use  its  best  efforts  to  secure  designation and
quotation  of  all  the  Registrable  Securities  covered  by  any  Registration
Statement  on the Principal Market.  If, despite the Company's best efforts, the
Company  is  unsuccessful in satisfying the preceding sentence, it shall use its
best efforts to cause all the Registrable Securities covered by any Registration
Statement  to be listed on each other national securities exchange and automated
quotation system, if any, on which securities of the same class or series issued
by  the  Company  are  then  listed,  if any, if the listing of such Registrable
Securities  is  then  permitted under the rules of such exchange or system.  If,
despite  the  Company's  best efforts, the Company is unsuccessful in satisfying
the  two  preceding  sentences,  it  will  use  its  best  efforts to secure the
inclusion  for  quotation  on  the  Nasdaq  SmallCap Market for such Registrable
Securities and, without limiting the generality of the foregoing, to arrange for
at  least  two  market  makers  to  register  with  the  National Association of
Securities  Dealers,  Inc.  as such with respect to such Registrable Securities.
The  Company  shall  pay all fees and expenses in connection with satisfying its
obligation  under  this  Section  3(k).

l.     The  Company  shall  cooperate with the Investor to facilitate the timely
preparation  and  delivery  of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement  and  enable such certificates to be in such denominations or amounts,
as  the  case  may  be,  as  the  Holders  may  reasonably  request.

m.     The  Company  shall  provide  a  transfer  agent  for all the Registrable
Securities not later than the effective date of the first Registration Statement
filed  pursuant  hereto.

n.     If  requested by the Holders, the Company shall (i) as soon as reasonably
practical  incorporate  in  a  prospectus supplement or post-effective amendment
such information as such Holders reasonably determine should be included therein
relating  to  the  sale  and  distribution of Registrable Securities, including,
without  limitation, information with respect to the offering of the Registrable
Securities  to  be sold in such offering; (ii) make all required filings of such
prospectus  supplement  or  post-effective  amendment as soon as notified of the
matters  to  be  incorporated  in  such  prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement
if  reasonably  requested  by  such  Holders.

o.     The  Company  shall  use  its  best  efforts  to  cause  the  Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.

p.     The  Company  shall  make  generally available to its security holders as
soon as reasonably practical, but not later than ninety (90) calendar days after
the  close  of  the  period  covered  thereby,  an  earnings  statement (in form
complying  with  the  provisions  of  Rule  158  under  the 1933 Act) covering a
twelve-month  period  beginning  not  later  than the first day of the Company's
fiscal  quarter next following the effective date of any Registration Statement.

q.     The  Company  shall  otherwise  use  its  best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

r.     Within  one  (1)  business  day  after  the  Registration Statement which
includes  Registrable  Securities  is declared effective by the SEC, the Company
shall  deliver, and shall cause legal counsel for the Company to deliver, to the
transfer  agent  for  such  Registrable Securities, with copies to the Investor,
confirmation that such Registration Statement has been declared effective by the
SEC  in  the  form  attached  hereto  as  Exhibit  A.

s.     At  or prior to the date of the first Put Notice (as that term is defined
in  the  Investment  Agreement)  and  at  such  other  times  as the Holders may
reasonably  request,  the  Company shall cause to be delivered, letters from the
Company's  independent certified public accountants (i) addressed to the Holders
that  such  accountants are independent public accountants within the meaning of
the  1933 Act and the applicable published rules and regulations thereunder, and
(ii) in customary form and covering such financial and accounting matters as are
customarily  covered  by  letters  of  independent  certified public accountants
delivered  to  underwriters  in  connection  with  public  offerings.

t.     The Company shall take all other reasonable actions necessary to expedite
and  facilitate disposition by the Holders of Registrable Securities pursuant to
a  Registration  Statement.

     4.     OBLIGATIONS  OF  THE  HOLDERS.

a.     At  least  five  (5)  calendar days prior to the first anticipated filing
date  of  a  Registration  Statement  the  Company  shall  notify each Holder in
writing  of  the  information the Company requires from each such Holder if such
Holder  elects  to  have any of such Holder's Registrable Securities included in
such  Registration  Statement.  It  shall  be  a  condition  precedent  to  the
obligations  of  the  Company  to  complete  the  registration  pursuant to this
Agreement with respect to the Registrable Securities of a particular Holder that
such  Holder  shall furnish in writing to the Company such information regarding
itself,  the  Registrable  Securities  held  by  it  and  the intended method of
disposition  of  the  Registrable  Securities  held by it as shall reasonably be
required  to  effect  the  registration of such Registrable Securities and shall
execute  such  documents in connection with such registration as the Company may
reasonably  request.  Each  Holder covenants and agrees that, in connection with
any  sale  of Registrable Securities by it pursuant to a Registration Statement,
it  shall  comply  with  the  "Plan  of  Distribution"  section  of  the current
prospectus  relating  to  such  Registration  Statement.

b.     Each  Holder,  by such Holder's acceptance of the Registrable Securities,
agrees  to  cooperate with the Company as reasonably requested by the Company in
connection  with  the  preparation  and  filing  of  any  Registration Statement
hereunder,  unless  such  Holder  has  notified  the  Company in writing of such
Holder's  election  to  exclude all of such Holder's Registrable Securities from
such  Registration  Statement.

c.     Each  Holder  agrees that, upon receipt of any notice from the Company of
the  happening  of  any event of the kind described in Section 3(f) or the first
sentence  of  3(e),  such  Holder  will  immediately  discontinue disposition of
Registrable  Securities  pursuant to any Registration Statement(s) covering such
Registrable  Securities  until  such  Holder's  receipt  of  the  copies  of the
supplemented  or  amended  prospectus  contemplated by Section 3(f) or the first
sentence  of  3(e).

     5.     EXPENSES  OF  REGISTRATION.

     All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections  2  and 3, including, without limitation, all registration, listing and
qualifications fees, printing and accounting fees, and fees and disbursements of
counsel  for  the  Company  shall  be  paid  by  the  Company.

     6.     INDEMNIFICATION.

     In  the  event  any  Registrable  Securities are included in a Registration
Statement  under  this  Agreement:


a.          To the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend each Holder who holds such Registrable
Securities,  the  directors,  officers,  partners,  employees,  agents,
representatives of, and each Person, if any, who controls, any Holder within the
meaning  of the 1933 Act or the Securities Exchange Act of 1934, as amended (the
"1934  Act"),  (each,  an  "Indemnified  Person"),  against  any losses, claims,
damages,  liabilities,  judgments,  fines, penalties, charges, costs, attorneys'
fees,  amounts  paid  in settlement or expenses, joint or several (collectively,
"Claims"),  incurred in investigating, preparing or defending any action, claim,
suit,  inquiry,  proceeding, investigation or appeal taken from the foregoing by
or  before any court or governmental, administrative or other regulatory agency,
body  or  the  SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may  become  subject  insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or  alleged  untrue  statement  of  a material fact in a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("Blue  Sky  Filing"),  or  the omission or alleged omission to state a
material  fact required to be stated therein or necessary to make the statements
therein,  in  light of the circumstances under which the statements therein were
made, not misleading, (ii) any untrue statement or alleged untrue statement of a
material  fact contained in the final prospectus (as amended or supplemented, if
the  Company  files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make  the statements made therein, in light of the circumstances under which the
statements  therein were made, not misleading, or (iii) any violation or alleged
violation  by  the  Company  of  the  1933  Act,  the  1934  Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant  to  a Registration Statement (the matters in the foregoing
clauses  (i)  through  (iii) being, collectively, "Violations").  Subject to the
restrictions  set  forth  in  Section  6(c)  with respect to the number of legal
counsel,  the  Company  shall  reimburse  the  Holders and each such controlling
person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any  such Claim. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based  upon  a  Violation  which  occurs in reliance upon and in conformity with
information  furnished  in  writing  to  the  Company  by any Indemnified Person
expressly  for  use  in  connection  with  the  preparation  of the Registration
Statement  or  any  such  amendment  thereof  or  supplement  thereto,  if  such
prospectus  were  timely made available by the Company pursuant to Section 3(c);
(ii)  shall  not be available to the extent such Claim is based on (a) a failure
of  the  Holder  to  deliver  or  to  cause  to be delivered the prospectus made
available  by  the  Company  or (b) the Indemnified Person's use of an incorrect
prospectus  despite  being promptly advised in advance by the Company in writing
not  to use such incorrect prospectus; and (iii) shall not apply to amounts paid
in  settlement  of  any  Claim  if such settlement is effected without the prior
written  consent  of  the  Company,  which  consent  shall  not  be unreasonably
withheld.  Such  indemnity  shall  remain in full force and effect regardless of
any  investigation  made  by  or on  behalf of the Indemnified Person and  shall
survive  the resale of the Registrable Securities by the Holders pursuant to the
Registration  Statement.

b.          In  connection  with any Registration Statement in which a Holder is
participating,  each  such Holder agrees to severally and not jointly indemnify,
hold  harmless  and defend, to the  same extent and in the same manner as is set
forth in Section 6(a), the Company, each of its  directors, each of its officers
who  signs  the  Registration  Statement,  each Person, if any, who controls the
Company  within  the  meaning  of the 1933 Act or the 1934 Act (collectively and
together  with an Indemnified Person, an "Indemnified Party"), against any Claim
or  Indemnified  Damages to which any of them may become subject, under the 1933
Act,  the  1934  Act  or otherwise, insofar as such Claim or Indemnified Damages
arise  out  of  or are based upon any Violation, in each case to the extent, and
only  to  the  extent,  that  such  Violation  occurs  in  reliance  upon and in
conformity  with  written  information  furnished  to the Company by such Holder
expressly  for  use in connection with such Registration Statement; and, subject
to  Section  6(c),  such  Holder  will  reimburse  any  legal  or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  Claim;  provided,  however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section
7  shall not apply to amounts paid in settlement of any Claim if such settlement
is  effected  without  the  prior  written consent of such Holder, which consent
shall  not be unreasonably withheld; provided, further, however, that the Holder
shall  be  liable  under  this  Section  6(b) for only that amount of a Claim or
Indemnified  Damages  as  does  not  exceed the net proceeds to such Holder as a
result  of  the  sale  of  Registrable  Securities pursuant to such Registration
Statement.  Such  indemnity  shall remain in full force and effect regardless of
any  investigation  made  by  or  on  behalf of such Indemnified Party and shall
survive  the resale of the Registrable Securities by the Holders pursuant to the
Registration  Statement.  Notwithstanding  anything  to  the  contrary contained
herein,  the  indemnification  agreement  contained  in  this  Section 6(b) with
respect  to  any  preliminary  prospectus  shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in  the  preliminary  prospectus  were  corrected  on  a  timely  basis  in  the
prospectus,  as  then  amended  or supplemented.  This indemnification provision
shall  apply  separately  to  each Investor and liability hereunder shall not be
joint  and  several.

c.          Promptly after receipt by an Indemnified Person or Indemnified Party
under  this  Section 6 of notice of the commencement of any action or proceeding
(including  any  governmental  action  or  proceeding)  involving  a Claim, such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to  be  made against any indemnifying party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of  the  commencement  thereof, and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  control  of  the  defense  thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with the fees and expenses to be paid by the indemnifying party, if, in
the  reasonable  opinion  of  counsel  retained  by  the indemnifying party, the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented  by such counsel in such proceeding.  The indemnifying
party  shall pay for only one separate legal counsel for the Indemnified Persons
or the Indemnified Parties, as applicable, and such counsel shall be selected by
the  Holders,  if  the Holders are entitled to indemnification hereunder, or the
Company,  if  the  Company  is  entitled  to  indemnification  hereunder,  as
applicable.  The  Indemnified  Party or Indemnified Person shall cooperate fully
with the indemnifying party in connection with any negotiation or defense of any
such  action  or  claim  by  the  indemnifying  party  and  shall furnish to the
indemnifying party all information reasonably available to the Indemnified Party
or  Indemnified  Person which relates to such action or claim.  The indemnifying
party  shall keep the Indemnified Party or Indemnified Person fully appraised at
all  times  as  to the status of the defense or any settlement negotiations with
respect  thereto.  No  indemnifying  party shall be liable for any settlement of
any  action, claim or proceeding effected without its written consent, provided,
however,  that  the indemnifying party shall not unreasonably withhold, delay or
condition  its  consent. No indemnifying party shall, without the consent of the
Indemnified  Party  or  Indemnified  Person, consent to entry of any judgment or
enter  into  any  settlement  or  other  compromise which does not include as an
unconditional  term  thereof  the  giving  by  the claimant or plaintiff to such
Indemnified  Party  or  Indemnified  Person  of  a release from all liability in
respect to such Claim.  Following indemnification as provided for hereunder, the
indemnifying party shall be surrogated to all rights of the Indemnified Party or
Indemnified  Person  with  respect  to  all third parties, firms or corporations
relating  to the matter for which indemnification has been made.  The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability  to  the Indemnified Person or Indemnified Party under this Section 6,
except to the extent that the indemnifying party is prejudiced in its ability to
defend  such  action.

d.          The  indemnification  required  by  this  Section 6 shall be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense, as and when bills are received or Indemnified Damages are incurred.

e.          The  indemnity  agreements  contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (ii) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.

     7.     CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law; provided, however, that: (i) no
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6;  (ii)  no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received  by  such  seller  from  the  sale  of  such  Registrable  Securities.

     8.     REPORTS  UNDER  THE  1934  ACT.

     With  a  view  to  making available to the Holders the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the Holders to sell securities of the Company to
the  public  without  registration  ("Rule  144"),  the  Company  agrees  to:

a.     make and keep public information available, as those terms are understood
and  defined  in  Rule  144;

b.     file  with  the  SEC  in  a timely manner all reports and other documents
required  of  the  Company  under  the  1933 Act and the 1934 Act so long as the
Company  remains  subject to such requirements (it being understood that nothing
herein  shall  limit  the  Company's  obligations  under  Section  5(c)  of  the
Investment  Agreement)  and  the  filing  of such reports and other documents is
required  for  the  applicable  provisions  of  Rule  144;  and

c.     furnish  to  the Investor, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting requirements of Rule 144,
the  1933  Act  and  the  1934  Act,  (ii)  a  copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the  Company, and (iii) such other information as may be reasonably requested to
permit  the  Investor  to  sell  such  securities  pursuant  to Rule 144 without
registration.

     9.     NO  ASSIGNMENT  OF  REGISTRATION  RIGHTS.

     The  rights  under  this  Agreement  shall  not  be  assignable.

     10.     AMENDMENT  OF  REGISTRATION  RIGHTS.

     Provisions  of  this Agreement may be amended only with the written consent
of  the  Company and Holders. No such amendment shall be effective to the extent
that  it  applies to less than all of the Holders of the Registrable Securities.

     11.     MISCELLANEOUS.

a.     A  Person  is deemed to be a Holder of  Registrable  Securities  whenever
such Person owns of record such Registrable Securities.  If the Company receives
conflicting  instructions,  notices  or  elections from two or more Persons with
respect to the same Registrable Securities, the Company shall act upon the basis
of  instructions,  notice or election received from the registered owner of such
Registrable  Securities.

b.     Any  notices 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 a 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
     Jena  Minnick,  Esq.
     Paladin  Global  Group
     34190  Sepulveda  Avenue
     Capistrano  Beach,  CA  92624
     Telephone:  949-493-0928
     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) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

c.     Failure of any party to exercise any right or remedy under this Agreement
or  otherwise, or delay by a party in exercising such right or remedy, shall not
operate  as  a  waiver  thereof.

d.     The  laws  of  the  State of Texas shall govern all issues concerning the
relative  rights of the Company and its stockholders.  All other questions shall
be  governed  by and interpreted in accordance with the laws of the State of New
York  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.

e.     This  Agreement  and  the  Transaction  Documents  constitute  the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof.  There are no restrictions, promises, warranties or undertakings, other
than  those  set  forth  or  referred  to  herein  and  therein.

f.     This  Agreement  and  the  Transaction  Documents  supersede  all  prior
agreements  and  understandings  among  the  parties  hereto with respect to the
subject  matter  hereof  and  thereof.

g.     The  headings in this Agreement are for convenience of reference only and
shall  not  limit  or otherwise affect the meaning hereof.  Whenever required by
the  context  of  this  Agreement,  the  singular  shall  include the plural and
masculine  shall include the feminine.  This Agreement shall not be construed as
if  it had been prepared by one of the parties, but rather as if all the parties
had  prepared  the  same.

h.     This  Agreement  may  be  executed in two or more identical counterparts,
each  of which shall be deemed an original but all of which shall constitute one
and  the  same  agreement.  This  Agreement,  once  executed  by a party, may be
delivered  to the other party hereto by facsimile transmission of a copy of this
Agreement  bearing  the  signature  of  the  party so delivering this Agreement.

i.     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.

k.     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.

IN  WITNESS  WHEREOF, the parties have caused this Registration Rights Agreement
to  be  duly  executed  as  of  the  day  and  year  first  above  written.


     MARKETCENTRAL.NET  CORP.


               By:     ____________________________________
                    Name:     Paul  Taylor
                    Title:     CEO




                    DRH  INVESTMENT  COMPANY,  LLC



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



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



               By:
                    Name:
     Title:  A  Managing  Member





<PAGE>

                                    EXHIBIT A

FORM  OF  NOTICE  OF  EFFECTIVENESS
OF  REGISTRATION  STATEMENT

                                             Date:  __________
[TRANSFER  AGENT]

     Re:     MarketCentral.Net  Corp.
             ------------------------

Ladies  and  Gentlemen:

     We  are  counsel  to  MarketCentral.Net  Corp.,  a  Texas  corporation (the
                           -------------------------
"Company"),  and  have  represented  the Company in connection with that certain
Investment  Agreement (the "Investment Agreement") entered into by and among the
Company  and  _________________________  (the  "Investor") pursuant to which the
Company  has  agreed  to  issue  to  the Investor shares of the Company's common
stock,  $.0001  par  value  per  share  (the  "Common  Stock")  on the terms and
conditions  set  forth  in the Investment Agreement.  Pursuant to the Investment
Agreement,  the  Company  also  has entered into a Registration Rights Agreement
with  the  Investor  (the "Registration Rights Agreement") pursuant to which the
Company  agreed,  among other things, to register the Registrable Securities (as
defined  in  the  Registration Rights Agreement), including the shares of Common
Stock  issued  or  issuable under the Investment Agreement, under the Securities
Act  of  1933,  as  amended  (the "1933 Act").  In connection with the Company's
obligations  under the Registration Rights Agreement, on ____________ ___, 2001,
the  Company  filed  a  Registration  Statement  on  Form  S-  ___  (File  No.
333-________)  (the  "Registration  Statement") with the Securities and Exchange
Commission  (the  "SEC")  relating to the Registrable Securities which names the
Investor  as  a  selling  shareholder  thereunder.

     In  connection with the foregoing, we advise you that a member of the SEC's
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration  Statement  effective under the 1933 Act at [enter the time of
                                                               -----------------
effectiveness]  on  [enter  the  date  of  effectiveness] and to the best of our
  -----------        -----------------------------------
knowledge,  after  telephonic  inquiry  of  a member of the SEC's staff, no stop
  ---
order  suspending  its effectiveness has been issued and no proceedings for that
  --
purpose  are  pending  before,  or  threatened  by,  the SEC and the Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration  Statement.

                                   Very  truly  yours,

                                   [Company  Counsel]

     By:     ____________________
cc:     [Investor]