EMPLOYMENT
      AGREEMENT

    
      BY
        AND BETWEEN

      MARKET
        CENTRAL, INC.

      AND

      PAUL
        ODOM

      


      


       THIS
        EMPLOYMENT AGREEMENT
        (the
        "Agreement") is made and entered into effective January 15, 2005, by and
        between
MARKET
        CENTRAL, INC.,
        a
        Delaware corporation (the "Company"), and PAUL
        ODOM
        ("Employee").

       

      WHEREAS,
        the
        Company and Employee desire to enter into this Agreement to assure the Company
        of the services of Employee and to set forth the respective rights and duties
        of
        the parties hereto;

       

       WHEREAS,
        the
        Company will engage in the business of creating, managing, developing and
        licensing software and technology solutions and any other lawful activities
        (such activities, present and future, being hereinafter referred to as the
        "Business");

       

       NOW,
        THEREFORE,
        in
        consideration of the premises and the mutual covenants, terms and conditions
        set
        forth herein, the Company and Employee agree as follows:

       

      ARTICLE
        I

      


      Employment

      


       1.1
        Employment and Title.
        The
        Company hereby employs Employee, and Employee hereby accepts such employment,
        as
        Senior V.P.-Software Applications and Solutions of the Company, all upon
        the
        terms and conditions set forth herein.

       

      1.2
        Services.
        During
        the Term (as hereinafter defined) hereof, Employee agrees to perform diligently
        and in good faith the duties of the Senior V.P.-Software Applications and
        Solutions of the Company, under the direction of the CEO and Board of Directors.
        Employee agrees to devote his best efforts and a substantial amount of his
        business time, energies and abilities to the services to be performed hereunder
        and for the benefit of the Company. Employee shall be vested with such authority
        as is generally commensurate with the position of Senior V.P Software
        Applications and Solutions of the Company.

       

      1.3
        Location.
        The
        principal place of employment and the location of Employee's principal office
        shall initially be in Houston, Texas but will likely be relocated to Charlotte,
        North Carolina at the company’s expense and Employee shall undertake all
        requisite travel in the performance of his duties under this
        Agreement.

       

      1.4
        Representations.
        Each
        party represents and warrants to the other that he/it has full power and
        authority to enter into and perform this Agreement and that his/its execution
        and performance of this Agreement shall not constitute a default under or
        breach
        of any of the terms of any agreement to which he/it is a party or under which
        he/it is bound. Each party represents that no consent or approval of any
        third
        party is required for his/its execution, delivery and performance of this
        Agreement or that all consents or approvals of any third party required for
        his/its execution, delivery and performance of this Agreement have been
        obtained. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.5
        Sole Discretion.
        As the
        term "sole discretion" is used in this Agreement, unless otherwise defined,
        it
        will be interpreted as the exercise of reasonable good faith discretion applying
        normal business practices to a contractual relationship between a company
        and
        its senior executives.

      


      ARTICLE
        II

      


      Term

      


       2.1
        Term.
        The
        term of Employee's employment hereunder (the "Term") shall commence as of
        January 15, 2005 (the "Commencement Date") and shall continue through the
        fourth
        anniversary of the Commencement Date (the "Scheduled Termination Date"),
        unless
        earlier terminated pursuant to the provisions of this Agreement. This Agreement
        shall automatically renew for an unlimited number of successive one-year
        terms
        unless either party shall deliver written notice of non-renewal at least
        ninety
        (90) days prior to the Scheduled Termination Date (or the Scheduled Termination
        Date of any renewal term).

      


      ARTICLE
        III

      


      Compensation

      


       3.1
        Base Salary.
        As
        compensation for the services to be rendered by Employee, the Company shall
        pay
        Employee, during the Term of this Agreement, an annual base salary of not
        less
        than One Hundred Twenty Thousand Dollars ($120,000) through July 15, 2005
        and
        not less than One Hundred Fifty Thousand Dollars ($150,000) thereafter, which
        base salary shall accrue monthly (prorated for periods less than a month)
        and
        shall be paid in equal semi-monthly installments. The base salary will be
        reviewed annually, or, more frequently, as appropriate, by the Board of
        Directors or the Compensation Committee of the Board of Directors, as the
        case
        may be, for upward, but not downward, adjustment in its sole discretion.
        In the
        event that the Employee and the Board of Directors determine that financial
        conditions necessitate the deferral of all or a portion of this base salary,
        Employee shall receive common stock purchase warrants in the amount equal
        to the
        deferred salary for the preceding month. This amount shall be determined
        on the
        first day of each month by dividing the salary deferred during the immediately
        preceding month by 75% of the closing bid price of one share of common stock.
        This quotient shall be the number of shares employee will receive on that
        month’s warrant. The exercise price of the warrant shall be 75% of the closing
        bid price as used in the calculation and the warrant shall have a four (4)
        year
        life. The salary so defined shall be paid as promptly as possible and in
        no
        event later than the date such deferred salary was initially earned and
        payable.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.2
        Bonus Compensation.
        Employee shall be eligible to receive bonus or incentive compensation, which
        may
        be granted from time to time in the sole discretion of the CEO or Board of
        Directors in accordance with the Company's compensation structure in effect
        from
        time to time.

       

      3.3
        Stock Options. As
        an
        incentive to use consistent and best efforts on behalf of Market Central,
        employee will be provided stock options. These Stock Option Agreements are
        attached as Exhibits “A” through “C”. It is intended that the options evidenced
        by this agreement shall, to the extent they so qualify, be incentive stock
        options as defined in Section 422 of the Internal Revenue Code of 1986, as
        amended, and any regulations promulgated thereunder. 

       

      3.4
        Employee's Legal Fees.
        Employee
        may, and the Company has encouraged the Employee to, engage competent
        independent legal counsel for advice and guidance with respect to this
        Agreement, including, without limitation, advice as to the federal income
        tax
        consequences of this Article III. The Employee shall be responsible for all
        reasonable legal fees incurred by Employee in connection with the negotiation
        and execution of this Agreement.

       

      3.5
        Benefits.
        Employee shall be entitled, during the Term hereof, to the same medical,
        hospital, dental, health club and life insurance coverage and benefits as
        are
        then available to the Company's most senior executive officers, together
        with
        the following additional benefits:

      


      (a)  Comprehensive
        medical coverage, including dependent coverage, paid fully by the
        Company;

      


      (b)  Life
        insurance in an amount equal to two times Employee's base salary;

      


      (c)  Long-term
        disability insurance in an amount, adjusted annually, equal to two-thirds
        of
        Employee's prior year base salary and incentive compensation, if any, excluding
        compensation earned through Company stock options or other securities;
        and

      


      (d)  The
        Company's normal vacation allowance for all employees who are executive officers
        of the Company.

      


       3. Withholding.
        Any and
        all amounts payable under this Agreement, including, without limitation,
        amounts
        payable under this Article III and Article VII, are subject to withholding
        for
        such federal, state and local taxes required pursuant to any applicable law,
        rule or regulation.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        IV

      


      Working
        Facilities, Expenses and Insurance

      


       4.1
        Working Facilities and Expenses.
        Employee shall be furnished with an office at the Employee's principal office
        as
        set forth in Section 1.3 hereof, or at such other location as agreed to by
        Employee and the Company, and other working facilities and secretarial and
        other
        assistance suitable to his position and reasonably required for the performance
        of his duties hereunder. The Company shall reimburse Employee for all of
        Employee's reasonable expenses incurred while employed and performing his
        duties
        under and in accordance with the terms and conditions of this Agreement,
        subject
        to Employee's full and appropriate documentation, including, without limitation,
        receipts for all such expenses in the manner required pursuant to Company's
        policies and procedures and the Internal Revenue Code of 1986, as amended
        (the
        "Code"), and applicable regulations in effect from time to time.

       

      4.2
        Insurance.
        The
        Company may secure in its own name or otherwise, and at its own expense,
        life,
        disability and other insurance covering Employee or Employee and others,
        and
        Employee shall not have any right, title or interest in or to such insurance
        other than as expressly provided herein. Employee agrees to assist the Company
        in procuring such insurance by submitting to the usual and customary medical
        and
        other examinations to be conducted by such physicians(s) as the Company or
        such
        insurance company may designate and by signing such applications and other
        written instruments as may be required by any insurance company to which
        application is made for such insurance. Any information provided by Employee
        to
        such insurance company (the results of examinations being deemed part of
        such
        information) will be provided on a confidential basis, and the Company shall
        have no access thereto.

      


      ARTICLE
        V

      


      Illness
        or Incapacity

      


       5.1
        Right to Terminate.
        If,
        during the Term of this Agreement, Employee shall be unable to perform, with
        or
        without a reasonable accommodation, in all material respects the essential
        duties of his employment hereunder for a period exceeding six (6) consecutive
        months by reason of illness or incapacity, this Agreement may be terminated
        by
        the Company in its sole discretion pursuant to Section 7.2 hereof.

       

      5.2
        Right to Replace.
        If
        Employee's illness or incapacity, whether by physical or mental cause, renders
        him unable for a minimum period of thirty (30) consecutive calendar days
        to
        carry out his duties and responsibilities as set forth herein, the Company
        shall
        have the right to designate a person to temporarily perform Employee's duties;
        provided, however, that if Employee returns to work from such illness or
        incapacity within the six (6) month period following his inability due to
        such
        illness or incapacity, he shall be entitled to be reinstated in the capacity
        described in Article I hereof with all rights, duties and privileges attendant
        thereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.3
        Rights Prior to Termination.
        Employee shall be entitled to his full base salary under Section 3.1 hereof
        and
        full benefits under Section 3.4 hereof during such illness or incapacity
        described in Section 5.2 unless and until an election is made by the Company
        to
        terminate this Agreement in accordance with the provisions of this Article
        V.

       

      5.4
        Determination of Illness or Incapacity.
        For
        purposes of this Article V, the term "illness or incapacity" shall mean
        Employee's inability to perform his duties hereunder substantially on a
        full-time basis due to physical or mental illness as determined by the Board
        of
        Directors, in its reasonable discretion based upon competent medical evidence.
        Upon the Company's written request, Employee shall submit to reasonable medical
        and other examinations to provide the evidence required hereunder.

      


      ARTICLE
        VI

      


      Confidentiality

      


       6.1
        Confidentiality.
        During
        the Term of this Agreement and for a period of five (5) years thereafter,
        Employee agrees to maintain the confidential nature of the Company's
        confidential and proprietary trade secrets, including, without limitation,
        development ideas, acquisition strategies and plans, financial information,
        records, "know-how", methods of doing business, customer, supplier and
        distributor lists and all other confidential information of the Company.
        Employee shall not use (other than in connection with his employment), in
        any
        way whatsoever, such trade secrets except as authorized in writing by the
        Company. Employee shall, upon the termination of his employment, deliver
        to the
        Company any and all records, books, documents or any other materials whatsoever
        (including all copies thereof) containing such trade secrets that shall be
        and
        remain the property of the Company.

       

      5.2
        Non-Removal of Records.
        All
        documents, papers, materials, notes, books, correspondence, drawings and
        other
        written, graphic and electronic records of the Company which Employee shall
        prepare or use, or come into contact with, shall be and remain the sole property
        of the Company and, effective immediately upon the termination of the Employee's
        employment with the Company for any reason, shall not be removed from the
        Company's premises without the Company's prior written consent.

      


      ARTICLE
        VII

      


      Termination

      


      7.1
        Termination For Cause.
        This
        Agreement and the employment of Employee may be terminated by the Company
        "For
        Cause" upon the determination of not less than 75% of the members of the
        Board
        of Directors of the Company (the “Super Majority”), , in any of the following
        circumstances:

      


      (a)  Employee
        has committed any fraud, dishonesty, misappropriation or similar wrongful
        act
        against the Company; or 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)  Employee
        is in default in a material respect in the performance of Employee's
        obligations, services or duties hereunder, which shall include, without
        limitation, Employee's willfully disregarding the written instructions of
        the
        Board of Directors or CEO of the Company concerning the conduct of his duties
        hereunder, Employee's conduct which, continues to be in default after written
        notice thereof by the company and the expiration of a 45-day period to cure
        such
        default has elasped, is materially inconsistent with the published policies
        of
        the Company, as promulgated from time to time and which are generally applicable
        to all employees and/or senior executives, or Employee's breach of any other
        material provision of this Agreement; or

      


      (c)  Employee
        is grossly negligent or engages in willful misconduct in the performance
        of his
        duties hereunder; or

      


      (d)  Employee
        has been adjudicated guilty by, or enters a plea of guilty or no contest
        before,
        a court of competent jurisdiction of a felony or found by a court of competent
        jurisdiction to have engaged in other wrongful conduct which individually,
        or in
        the aggregate, has a material adverse effect on the Company, its prospects,
        earnings or financial condition, other than misdemeanors or minor traffic
        infractions.

      


      A
        Termination For Cause under this Section 7.1 shall be effective upon the
        date
        set forth in a written notice of termination delivered to Employee.

      


       7.2
        Termination Without Cause.
        This
        Agreement and the employment of the Employee may be terminated "Without Cause"
        as follows:

      


      (a)  By
        mutual
        agreement of the parties hereto; or

      


      (b)  At
        the
        election of the Company by its giving not less than thirty (30) days' written
        notice to Employee in the event of an illness or incapacity described in
        Section
        5.1; or

       

      (c)  Upon
        Employee's death.

      


      


      A
        Termination Without Cause under Sections 7.2(b) or (c) hereof shall be effective
        upon the date set forth in a written notice of termination or resignation
        delivered hereunder, which shall be not less than thirty (30) days nor more
        than
        forty-five (45) days after the giving of such notice. 

      


       7.3
        Effect of Termination For Cause.
        If
        Employee's employment is terminated For Cause:

      


      (a)  Employee
        shall be entitled to accrued base salary under Section 3.1 and accrued vacation
        pay, each through the date of termination; 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)  Employee
        shall be entitled to reimbursement for expenses accrued through the date
        of
        termination in accordance with the provisions of Section 4.1 hereof;
        and

      


      (c)  Except
        as
        provided in Article XI, this Agreement shall thereupon be of no further force
        and effect.

      


       7.4
        Effect of Termination Without Cause.
        If
        Employee's employment is terminated Without Cause:

      


      (a)  Employee
        shall be entitled to accrued base salary under Section 3.1 and accrued vacation
        pay, each through the date of termination;

      


      (b)  Employee
        shall be entitled to reimbursement for expenses accrued through the date
        of
        termination in accordance with the provisions of Section 4.1
        hereof;

      


      (c)  Employee
        shall be entitled to receive all amounts of base salary as would have been
        payable under Section 3.1 (provided that Employee shall receive not less
        than
        twenty-four (24) months of base salary) through the Scheduled Termination
        Date
        of the applicable term hereof, which amounts shall be paid upon
        termination;

      


      (d)  Employee
        shall be entitled to receive all bonuses and benefits as would have been
        awarded
        and/or paid under Sections 3.2 and 3.4 hereof through (or as a result of
        events
        occurring through) the Scheduled Termination Date, which benefits shall be
        awarded as and when the same would have been awarded under the Agreement
        had it
        not been terminated; and

      


       (e) 
        All unvested stock options described in Exhibits B and C shall immediately
        vest
        without regard to any vesting conditions referenced therein..

      


      (f)
        Except as provided in Article XI, this Agreement shall thereupon be of
no
        further force or effect.

      


      7.5
        Termination Upon Change of Control.
        Upon a
        "Change of Control" (as such term is defined in Section 7.6 hereof) of the
        Company during the Term hereof, Employee may, at his sole discretion, declare
        this Agreement terminated and receive a one-time, lump sum severance payment
        equal to two (2) times the total amount of the annual base salary payable
        under
        the terms of Section 3.1 of this Agreement plus two(2) times any incentive
        or
        bonus paid in the prior year pursuant to Section 3.2 of this Agreement and
        all
        unvested stock options described in Exhibits B and C shall immediately vest
        without regard to any vesting conditions referenced therein.

       

      7.6
        Change of Control.
        For
        purposes of Section 7.5 of this Agreement, a Change of Control ("Change of
        Control") shall be deemed to have occurred in the event of:

      


      (a)  The
        acquisition by any person or entity, or group thereof acting in concert,
        of
        "beneficial" ownership (as such term is defined in Securities and Exchange
        Commission ("SEC") Rule 13d-3 under the Securities Exchange Act of 1934,
        as
        amended (the "Exchange Act")), of securities of the Company which, together
        with
        securities previously owned, confer upon such person, entity or group the
        voting
        power, on any matters brought to a vote of shareholders, of thirty percent
        (30%)
        or more of the then outstanding shares of capital stock of the Company;
        or

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)  The
        sale,
        assignment or transfer of assets of the Company or any subsidiary or
        subsidiaries, in a transaction or series of transactions, if the aggregate
        consideration received or to be received by the Company or any such subsidiary
        in connection with such sale, assignment or transfer is greater than fifty
        percent (50%) of the book value, determined by the Company in accordance
        with
        generally accepted accounting principles, of the Company's assets determined
        on
        a consolidated basis immediately before such transaction or the first of
        such
        transactions; or 

      


      (c)  The
        merger, consolidation, share exchange or reorganization of the Company (or
        one
        or more subsidiaries of the Company) as a result of which the holders of
        all of
        the shares of capital stock of the Company as a group would receive less
        than
        fifty percent (50%) of the voting power of the capital stock or other interests
        of the surviving or resulting corporation or entity; or 

       

      (d)  The
        commencement (within the meaning of SEC Rule 14d-2 under the Exchange Act)
        of a
        tender or exchange offer which, if successful, would result in a Change of
        Control of the Company; or

      


      (e)  A
        determination by the Board of Directors of the Company, in view of then current
        circumstances or impending events, that a Change of Control of the Company
        has
        occurred or is imminent, which determination shall be made for the specific
        purpose of triggering the operative provisions of this Agreement;
        or

       

      7.7. Certain
        Additional Payments by the Company.

      


      (a)    
        If it shall be determined that any payment, distribution or benefit received
        or
        to be received by Employee from the Company ("Payments") would be subject
        to the
        excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then Employee
        shall be entitled to receive an additional payment (the "Excise Tax Gross-Up
        Payment) in an amount such that the net amount retained by Employee, after
        the
        calculation and deduction of any Excise Tax on the Payments and any federal,
        state and local income taxes and excise tax on the Excise Tax Gross-Up Payment
        provided for in this Section 7.7, shall be equal to the Payments. In determining
        this amount, the amount of the Excise Tax Gross-Up Payment attributable to
        federal income taxes shall be reduced by the maximum reduction in federal
        income
        taxes that could be obtained by the deduction of the portion of the Excise
        Tax
        Gross-Up Payment attributable to state and local income taxes. Finally, the
        Excise Tax Gross-Up Payment shall be reduced by income or excise tax withholding
        payments made by the Company or any affiliate of either to any federal, state
        or
        local taxing authority with respect to the Excise Tax Gross-Up Payment that
        was
        not deducted from compensation payable to Employee.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)   
        All determinations required to be made under this Section 7.7, including
        whether
        and when an Excise Tax Gross-Up Payment is required and the amount of such
        Excise Tax Gross-Up Payment and the assumptions to be utilized in arriving
        at
        such determination, except as specified in Section 7.7(a) above, shall be
        made
        by the Company's independent auditors (the "Accounting Firm"), which shall
        provide detailed supporting calculations both to the Company and Employee
        within
        15 business days after Employee provides the Company with notice that a Payment
        has been or will be made or such earlier time as may be required by the Company.
        The determination of tax liability made by the Accounting Firm shall be subject
        to review by the Employee's tax advisor and, if Employee's tax advisor does
        not
        agree with the determination reached by the Accounting Firm, then the Accounting
        Firm and Employee's tax advisor shall jointly designate a nationally recognized
        public accounting firm, which shall make the determination. All fees and
        expenses of the accountants and tax advisors retained by either Employee
        or the
        Company shall be borne by the Company. Any Excise Tax Gross-Up Payment, as
        determined pursuant to this Section 7.7, with respect to a Payment shall
        be paid
        by the Company to Employee at such time as Employee is entitled to receive
        the
        Payment. Any determination by a jointly designated public accounting firm
        shall
        be binding upon the Company and Employee.

      


      (c)    
         As a result of the uncertainty in the application of Subsection 4999
        of
        the Code at the time of the initial determination hereunder, it is possible
        that
        Excise Tax Gross-Up Payments will not have been made by the Company that
        should
        have been made consistent with the calculations required to be made hereunder
        ("Underpayment"). In the event that Employee thereafter is required to make
        a
        payment of any Excise Tax, any such Underpayment calculated in accordance
        with
        and in the same manner as the Excise Tax Gross-Up Payment in Section 7.7(a)
        above shall be promptly paid by the Company to or for the benefit of Employee.
        In the event that the Excise Tax Gross-Up Payment exceeds the amount
        subsequently determined to be due, such excess shall constitute a loan from
        the
        Company to Employee payable on the fifth day after demand by the Company
        (together with interest at the rate provided in Section 1274(b)(2)(B) of
        the
        Code).


      


      ARTICLE
        VIII

      


      Non-Competition
        and Non-Interference

      


       8.1
        Non-Competition.
        Employee
        agrees that during the Term hereof and, in the case of a Termination For
        Causefor a period of two (2) years thereafter, Employee will not, directly,
        indirectly, or as an agent on behalf of or in conjunction with any person,
        firm,
        partnership, corporation or other entity, own, manage, control, join, or
        participate in the ownership, management, operation, or control of, or be
        financially interested in or advise, lend money to, or be employed by or
        provide
        consulting services to (i) any person or entity seeking to provide the services
        or products which the Company provided or planned on providing as of the
        date of
        termination, or (ii) any person or entity to whom Employee provided services
        in
        any capacity on behalf of the Company, or (iii) any person or entity to whom
        Employee was introduced or about whom Employee received information through
        the
        Company and which person or entity is located within the United States of
        America; provided, however, that the foregoing restriction regarding financial
        interest shall not apply to ownership of less than 5% of the common equity
        of
        any entity whose common equity is registered under the Securities Exchange
        Act
        of 1934, as amended. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8.2
        Non-Interference.
        Employee agrees that during the Term hereof and, in the case of a Termination
        For Cause for a period of two (2) years thereafter, Employee will not, directly
        or as an agent on behalf of or in conjunction with any person, firm,
        partnership, corporation or other entity, retain or hire any person who was
        an
        employee of the Company while Employee was employed by the Company or to
        whom
        Employee was introduced or about whom Employee received information through
        the
        Company.

       

      8.3
        Severability.
        If any
        covenant or provision contained in this Article VIII is determined to be
        void or
        unenforceable in whole or in part, it shall not be deemed to affect or impair
        the validity of any other covenant or provision. If, in any arbitral or judicial
        proceeding, a tribunal shall refuse to enforce all of the separate covenants
        deemed included in this Article VIII, then such unenforceable covenants shall
        be
        deemed eliminated from the provisions hereof for the purpose of such proceedings
        to the extent necessary to permit the remaining separate covenants to be
        enforced in such proceedings.

      


      ARTICLE
        IX

      


      Remedies

      


       9.1
        Equitable Remedies.
        Employee and the Company agree that the services to be rendered by Employee
        pursuant to this Agreement, and the rights and interests granted and the
        obligations to be performed by Employee to the Company pursuant to this
        Agreement, are of a special, unique, extraordinary and intellectual character,
        which gives them a peculiar value, the loss of which cannot be reasonably
        or
        adequately compensated in damages in any action at law, and that a breach
        by
        Employee of any of the terms of this Agreement will cause the Company great
        and
        irreparable injury and damage. Employee hereby expressly agrees that the
        Company
        shall be entitled to the remedies of injunction, specific performance and
        other
        equitable relief to prevent a breach of Articles VI and VIII of this Agreement,
        both pendente
        lite
        and
        permanently, against Employee, as such breach would cause irreparable injury
        to
        the Company and a remedy at law would be inadequate and insufficient. Therefore,
        the Company may, in addition to pursuing its other remedies, obtain an
        injunction from any court having jurisdiction in the matter restraining any
        further violation.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      9.2
        Rights and Remedies Preserved.
        Nothing
        in this Agreement except Section 10.11 shall limit any right or remedy the
        Company or Employee may have under this Agreement or pursuant to law for
        any
        breach of this Agreement by the other party. The rights granted to the parties
        herein are cumulative and the election of one shall not constitute a waiver
        of
        such party's right to assert all other legal remedies available under the
        circumstances.

      


      ARTICLE
        X

      


      Miscellaneous

      


       10.1
        No Waivers.
        The
        failure of either party to enforce any provision of this Agreement shall
        not be
        construed as a waiver of any such provision, nor prevent such party thereafter
        from enforcing such provision or any other provision of this
        Agreement.

       

      10.2
        Notices.
        Any
        notice to be given to the Company and Employee under the terms of this Agreement
        may be delivered in person, by telecopy, telex or other form of written
        electronic transmission, or by registered or certified mail, postage prepaid,
        and shall be addressed as follows: 

       

      If
        to the Company

      


      Market
        Central, Inc.

      7810
        Ballantyne Commons Parkway

      Suite
        300

      Charlotte,
        NC 28277

      Attention:
        Chief Executive Officer

      


      If
        to Employee

       

      Paul
        Odom 

      17023
        Evergreen Elm Way

      Houston,
        Texas 77059

       

      Either
        party may hereafter notify the other in writing of any change in address.
        Any
        notice shall be deemed duly given (i) when personally delivered, (ii) when
        telecopied, telexed or transmitted by other form of written electronic
        transmission (upon confirmation of receipt) or (iii) on the third day after
        it
        is mailed by registered or certified mail, postage prepaid, as provided
        herein.

      


       10.3
        Severability.
        The
        provisions of this Agreement are severable and if any provision of this
        Agreement shall be held to be invalid or otherwise unenforceable, in whole
        or in
        part, the remainder of the provisions, or enforceable parts thereof, shall
        not
        be affected thereby.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       10.4
        Successors and Assigns.
        The
        rights and obligations of the Company under this Agreement shall inure to
        the
        benefit of and be binding upon the successors and assigns of the Company,
        including the survivor upon any merger, consolidation, share exchange or
        combination of the Company with any other entity. Employee shall not have
        the
        right to assign, delegate or otherwise transfer any duty or obligation to
        be
        performed by him hereunder to any person or entity.

       

      10.5
        Entire Agreement.
        This
        Agreement supersedes any and all prior and contemporaneous agreements and
        understandings between the parties hereto, oral or
        written, and may not be modified or terminated orally. No modification,
        termination or attempted waiver shall be valid unless in writing, signed
        by the
        party against whom such modification, termination or waiver is sought to
        be
        enforced. This Agreement was the subject of negotiation by the parties hereto
        and their counsel. The parties agree that no prior drafts of this Agreement
        shall be admissible as evidence (whether in any arbitration or court of law)
        in
        any proceeding that involves the interpretation of any provisions of this
        Agreement.

       

      10.6
        Governing Law.
        This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of North Carolina without reference to the conflict of
        law
        principles thereof.

       

      10.7
        Section Headings.
        The
        section headings contained herein are for the purposes of convenience only
        and
        are not intended to define or limit the contents of said sections.

       

      10.8
        Further Assurances.
        Each
        party hereto shall cooperate and shall take such further action and shall
        execute and deliver such further documents as may be reasonably requested
        by the
        other party in order to carry out the provisions and purposes of this
        Agreement.

       

      10.9
        Gender.
        Whenever
        the pronouns "he" or "his" are used herein they shall also be deemed to mean
        "she" or "hers" or "it" or "its" whenever applicable. Words in the singular
        shall be read and construed as though in the plural and words in the plural
        shall be read and construed as though in the singular in all cases where
        they
        would so apply.

       

      10.10
        Counterparts.
        This
        Agreement may be executed in counterparts, all of which taken together shall
        be
        deemed one original.

       

      10.11
        Confidential Arbitration.
        The
        parties hereto agree that any dispute concerning or arising out of the
        provisions of this Agreement shall be resolved by confidential arbitration
        in
        accordance with the rules of the American Arbitration Association. Such
        confidential arbitration shall be held in Charlotte North Carolina, and the
        decision of the arbitrator(s) shall be conclusive and binding on the parties
        and
        shall be enforceable in any court of competent jurisdiction. The arbitrator
        may,
        in his or her discretion, award attorneys’ fees and costs to such party as he or
        she sees fit in rendering his or her decision. Notwithstanding the foregoing,
        if
        any dispute arises hereunder as to which the Company desires to exercise
        any
        rights or remedies under Section 9.1 hereof, the Company may, in its discretion,
        in lieu of submitting the matter to arbitration, bring an action thereon
        in any
        court of competent jurisdiction in Charlotte North Carolina, which court
        may
        grant any and all relief available in equity or at law. In any such action,
        the
        prevailing party shall be entitled to reasonable attorneys' fees and costs
        as
        may be awarded by the court. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        XI

      


      Survival

      


       11.1
        Survival.
        The
        provisions of Articles VI, VII, VIII, IX and X, of this Agreement shall survive
        the termination of this Agreement whether upon, or prior to, the Scheduled
        Termination Date hereof.

       

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

      


        

      
        
          	 	 	 
	 	
                  Market
                    Central Inc, Inc.,

                  a
                    Delaware corporation

                
	 
 	 
 	 
 
	 	By:	 
	 	 	
                  

                
	 	
                   

                   

                  EMPLOYEE

                
	 	 	 
	 	
                  

                
	 	Paul
                  Odom


        

      

       

          

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Exhibit
        A”

       

    

    
      Market
        Central, Inc.

      


      Incentive
        Stock Option Agreement

      


      1.
        Grant
        of Option.

      


      This
        Incentive Stock Option Agreement (this “Agreement”) evidences the grant
        by
        Market Central, Inc., a Delaware corporation (the “Company”), on (the
        “Grant Date”) to Paul Odom, an employee of the Company (the “Employee”), of an
        option to purchase, in whole or in part, on the terms provided herein a total
        of
200,000
        shares
        (the
“Shares”) of common stock, $0.001 par value per share, of the Company (“Common
        Stock”) at $1.60
        per
        Share. Unless earlier terminated, this option shall expire on January 14,
        2009
        (the “Final Exercise Date”).

       

      It
        is
        intended that the option evidenced by this agreement shall, to the extent
        it so
        qualifies, be an incentive stock option as defined in Section 422 of the
        Internal Revenue Code of 1986, as amended and any regulations promulgated
        there
        under (the “Code”). To the extent that the option does not on the date of grant,
        or hereafter ceases to, qualify as an incentive stock option, it shall be
        a
        non-qualified stock option. Except as otherwise indicated by the context,
        the
        term “Employee”, as used in this option, shall be deemed to include any person
        who acquires the right to exercise this option validly under its
        terms.

      


      2.
        Vesting Schedule.

      


      (a)
        General. Subject to the terms and conditions set forth in this Agreement,
        this
        option will become fully exercisable (“vested”) on the day of the date that this
        agreement is effective. Employee has four (4) years from the date of this
        agreement to exercise the options.

      


      3.
        Exercise of Option.

      


      Form
        of
        Exercise. In order to exercise this option, the Employee shall notify the
        Company’s third-party stock option plan administrator, or any successor
        appointed by the Company (the “Plan Administrator”), of the Employee’s intent to
        exercise this option, and shall follow the procedures established by the
        Plan
        Administrator for exercising stock options under the Plan and provide payment
        in
        full in the manner provided in the Plan. The Employee may purchase less than
        the
        number of shares covered hereby, provided that no partial exercise of this
        option may be for any fractional share.

      


      (a)
        Exercise Period Upon Death or Disability. If the Employee dies or becomes
        disabled prior to the Final Exercise Date while he or she is an Eligible
        Employee and the Company has not terminated such relationship for “cause”, this
        option shall be exercisable, within the period of one year following the
        date of
        death or disability of the Employee by the Employee, provided that (i) this
        option shall be exercisable only to the extent that this option was exercisable
        by the Employee on the date of his or her death or disability, (ii) this
        option
        shall not be exercisable after the Final Exercise Date, and (iii) to the
        extent
        that the option or any portion thereof is exercised at any time later than
        one
        year after the Employee’s termination as an employee of the Company or any
        parent or subsidiary of the Company, the option shall be a non-qualified
        stock
        option.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)
        Discharge for Cause. If the Employee, prior to the Final Exercise Date, is
        discharged by the Company for “cause” (as defined below), the right to exercise
        this option shall terminate immediately upon the effective date of such
        discharge. “Cause” shall mean willful misconduct by the Employee or willful
        failure by the Employee to perform his or her responsibilities to the Company
        (including, without limitation, breach by the Employee of any provision of
        any
        employment, consulting, advisory, nondisclosure, non-competition or other
        similar agreement between the Employee and the Company), as determined by
        the
        Company, which determination shall be conclusive. The Employee shall be
        considered to have been discharged for “cause” if the Company determines, prior
        to or simultaneously with the Employee’s resignation, that discharge for cause
        was warranted.

      


      (f)
        Discharge for Reasons Other Than Cause. If the Employee, prior to the Final
        Exercise Date, is discharged by the Company for a reason other than “cause” (as
        defined above), then 100% of all Shares shall be deemed vested as of the
        termination date. The period of time for exercise of vested options under
        this
        paragraph shall be as set forth above.

      


      4.
        Withholding.

      


      No
        Shares
        will be issued pursuant to the exercise of this option unless and until the
        Employee pays to the Company, or makes provision satisfactory to the Company
        for
        payment of, any federal, state or local withholding taxes required by law
        to be
        withheld in respect of this option.

      


      5.
        Nontransferability of Option.

      


      This
        option may not be sold, assigned, transferred, pledged or otherwise encumbered
        by the Employee, either voluntarily or by operation of law, except by will
        or
        the laws of descent and distribution, and, during the lifetime of the Employee,
        this option shall be exercisable only by the Employee.

      


      6.
        Disqualifying Disposition.

      


      If
        the
        Employee disposes of Shares acquired upon exercise of this option within
        two
        years from the Grant Date (or, in the case of Shares acquired upon exercise
        of
        an Additional Grant, the date of the Addendum) or one year after such Shares
        were acquired pursuant to exercise of this option, the Employee shall notify
        the
        Company in writing of such disposition.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Company has caused this option to be executed under
        its
        corporate seal by its duly authorized officer. This option shall take effect
        as
        a sealed instrument.


      
        	 	 	 
	 	MARKET
                CENTRAL, INC.
	 
 	 
 	 
 
	Dated:
                	 	 
	 	
                

              
	 	
                Signature

                Name

                Title

              


      

       

      EMPLOYEE’S
        ACCEPTANCE

      


      The
        undersigned hereby accepts the foregoing option and agrees to the terms and
        conditions thereof. 

       

      
        	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	 	 
	 	
                

              
	 	
                Signature

                Name:
                  Paul Odom

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “Exhibit
        B”

      


      Market
        Central, Inc.

      


      Incentive
        Stock Option Agreement

      


      1.
        Grant
        of Option.

      


      This
        Incentive Stock Option Agreement (this “Agreement”) evidences the grant
        by
        Market Central, Inc., a Delaware corporation (the “Company”), on (the
        “Grant Date”) to Paul Odom, an employee of the Company (the “Employee”), of an
        option to purchase, in whole or in part, on the terms provided herein a total
        of
        200,000 shares (the “Shares”) of common stock, $0.01 par value per share, of the
        Company (“Common Stock”) at $2.00 per Share. Unless earlier terminated, this
        option shall expire on January 14, 2011 (the “Final Exercise
        Date”).

       

      It
        is
        intended that the option evidenced by this agreement shall, to the extent
        it so
        qualifies, be an incentive stock option as defined in Section 422 of the
        Internal Revenue Code of 1986, as amended and any regulations promulgated
        there
        under (the “Code”). To the extent that the option does not on the date of grant,
        or hereafter ceases to, qualify as an incentive stock option, it shall be
        a
        non-qualified stock option. Except as otherwise indicated by the context,
        the
        term “Employee”, as used in this option, shall be deemed to include any person
        who acquires the right to exercise this option validly under its
        ter

       

      It
        is
        intended that the option evidenced by this agreement shall, to the extent
        it so
        qualifies, be an incentive stock option as defined in Section 422 of the
        Internal Revenue Code of 1986, as amended and any regulations promulgated
        there
        under (the “Code”). To the extent that the option does not on the date of grant,
        or hereafter ceases to, qualify as an incentive stock option, it shall be
        a
        non-qualified stock option. Except as otherwise indicated by the context,
        the
        term “Employee”, as used in this option, shall be deemed to include any person
        who acquires the right to exercise this option validly under its
        terms.

      


      2.
        Vesting Schedule.

      


      General.
          These options will vest, subject to achieving the stock price
        goals
        shown below and at 25% per year on the anniversary date of this agreement
        unless
        price targets are achieved earlier   Vesting of these options
        shall
        occur upon occurrence of the following:

      
 

      
        
          	
                   

                	
                   

                	
                  Stock
                    Price Target

                
	
                  Year
                    1

                	
                  (during
                    first year from commencement)

                	
                  $2.25

                
	
                  Year
                    2 

                	
                   

                	
                  3.00

                
	
                  Year
                    3

                	
                   

                	
                  3.75

                
	
                  Year
                    4

                	
                   

                	
                  4.50

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Stock
        price target is achieved when the average closing bid is at least the target
        price for 10 consecutive trading days during the respective year. Alternatively,
        these options
        or any portion thereof shall immediately vest if the Company completes an
        underwriting of at least $5 million at or above the target price(s). Not
        achieving price goals in one year does not result in loss of the options,
        only
        that the ability to exercise is delayed, achieving any stock price target
        in a
        subsequent year results in all prior options being exercisable. Achieving
        a
        stock price target earlier than shown on the table above will result in
        immediate vesting and exerecisablity of those options in 50% of the time
        contemplated herein. An example is:

      


      
        	1)  	
                If
                  the stock price reaches $3.80 in the first year of the contract,
                  then 75%
                  of the options are fully vested and owned by the employee. All
                  of them
                  would be exercisable after 1.5 years rather than 3
                  years.

              


      

      
        	2)  	
                If
                  the stock price were to remain at $2.00 for three years and then
                  move to
                  $5.00 in year three, all of the options would be vested and exercisable
                  immediately. 

              


      

       

      3.
        Exercise of Option.

      


      Form
        of
        Exercise. In order to exercise this option, the Employee shall notify the
        Company’s third-party stock option plan administrator, or any successor
        appointed by the Company (the “Plan Administrator”), of the Employee’s intent to
        exercise this option, and shall follow the procedures established by the
        Plan
        Administrator for exercising stock options under the Plan and provide payment
        in
        full in the manner provided in the Plan. The Employee may purchase less than
        the
        number of shares covered hereby, provided that no partial exercise of this
        option may be for any fractional share.

      


      (a) 
         Termination of Relationship with the Company. If the Employee ceases
        to be
        an Eligible Employee for any reason, then, except as provided in paragraphs
        (d)
        and (e) below, the right to exercise this option shall terminate three months
        after such cessation (but in no event after the Final Exercise Date), provided
        that (i) this option shall be exercisable only to the extent that the Employee
        was entitled to exercise this option on the date of such cessation, and (ii)
        to
        the extent that the option or any portion thereof is exercised at any time
        later
        than three months after the date that the Employee ceases to be an employee
        of
        the Company or any parent or subsidiary of the Company, the option shall
        be a
        non-qualified stock option. Notwithstanding the foregoing, if the Employee,
        prior to the Final Exercise Date, violates the non-competition or
        confidentiality provisions of any employment contract, confidentiality and
        nondisclosure agreement or other agreement between the Employee and the Company,
        the right to exercise this option shall terminate immediately upon such
        violation.

      


      (b)  
        Exercise Period Upon Death or Disability. If the Employee dies or becomes
        disabled prior to the Final Exercise Date and the Company has not terminated
        such relationship for “cause”, this option shall be exercisable, within the
        period of three years following the date of death or disability of the Employee
        by the Employee, provided that (i) this option shall be exercisable only
        to the
        extent that this option was exercisable by the Employee on the date of his
        or
        her death or disability, (ii) this option shall not be exercisable after
        the
        Final Exercise Date, and (iii) to the extent that the option or any portion
        thereof is exercised at any time later than one year after the Employee’s
        termination as an employee of the Company or any parent or subsidiary of
        the
        Company, the option shall be a non-qualified stock option.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)  
        Discharge for Cause. If the Employee, prior to the Final Exercise Date, is
        discharged by the Company for “cause” (as defined below), the right to exercise
        this option shall terminate immediately upon the effective date of such
        discharge. “Cause” shall mean willful misconduct by the Employee or willful
        failure by the Employee to perform his or her responsibilities to the Company
        (including, without limitation, breach by the Employee of any provision of
        any
        employment, consulting, advisory, nondisclosure, non-competition or other
        similar agreement between the Employee and the Company), as determined by
        the
        Company, which determination shall be conclusive. The Employee shall be
        considered to have been discharged for “cause” if the Company determines, prior
        to or simultaneously with the Employee’s resignation, that discharge for cause
        was warranted.

      


      (d)  
        Discharge for Reasons Other Than Cause. If the Employee, prior to the Final
        Exercise Date, is discharged by the Company for a reason other than “cause” (as
        defined above), then 100% of all Shares shall be deemed vested as of the
        termination date. The period of time for exercise of vested options under
        this
        paragraph shall be as set forth above.

      


      4.
        Withholding.

      


      No
        Shares
        will be issued pursuant to the exercise of this option unless and until the
        Employee pays to the Company, or makes provision satisfactory to the Company
        for
        payment of, any federal, state or local withholding taxes required by law
        to be
        withheld in respect of this option.

      


      5.
        Nontransferability of Option.

      


      This
        option may not be sold, assigned, transferred, pledged or otherwise encumbered
        by the Employee, either voluntarily or by operation of law, except by will
        or
        the laws of descent and distribution, and, during the lifetime of the Employee,
        this option shall be exercisable only by the Employee.

      


      6.
        Disqualifying Disposition.

      


      If
        the
        Employee disposes of Shares acquired upon exercise of this option within
        two
        years from the Grant Date (or, in the case of Shares acquired upon exercise
        of
        an Additional Grant, the date of the Addendum) or one year after such Shares
        were acquired pursuant to exercise of this option, the Employee shall notify
        the
        Company in writing of such disposition.

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
 

      IN
        WITNESS WHEREOF, the Company has caused this option to be executed under
        its
        corporate seal by its duly authorized officer. This option shall take effect
        as
        a sealed instrument.

       

       

      
        
          	 	 	 
	 	MARKET
                  CENTRAL, INC.
	 
 	 
 	 
 
	Dated: 	 	 
	 	
                  

                
	 	
                  Signature

                  Name

                  Title

                


        

EMPLOYEE’S
        ACCEPTANCE

      


      The
        undersigned hereby accepts the foregoing option and agrees to the terms and
        conditions thereof. 

       

      
        	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	 	 
	 	
                

              
	 	
                Signature

                Name:
                  Paul Odom

              


      

      
      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        “Exhibit
          C”


      

      Market
        Central, Inc.

      


      Incentive
        Stock Option Agreement

      


      1.
        Grant
        of Option.

      


      This
        Incentive Stock Option Agreement (this “Agreement”) evidences the grant
        by
        Market Central, Inc., a Delaware corporation (the “Company”), on (the
        “Grant Date”) to Paul Odom, an employee of the Company (the “Employee”), of an
        option to purchase, in whole or in part, on the terms provided herein a total
        of
        200,000 shares (the “Shares”) of common stock, $0.01 par value per share, of the
        Company (“Common Stock”) at $2.25 per Share. Unless earlier terminated, this
        option shall expire on January 14, 2011 (the “Final Exercise
        Date”).

       

      It
        is
        intended that the option evidenced by this agreement shall, to the extent
        it so
        qualifies, be an incentive stock option as defined in Section 422 of the
        Internal Revenue Code of 1986, as amended and any regulations promulgated
        there
        under (the “Code”). To the extent that the option does not on the date of grant,
        or hereafter ceases to, qualify as an incentive stock option, it shall be
        a
        non-qualified stock option. Except as otherwise indicated by the context,
        the
        term “Employee”, as used in this option, shall be deemed to include any person
        who acquires the right to exercise this option validly under its
        ter

       

      It
        is
        intended that the option evidenced by this agreement shall, to the extent
        it so
        qualifies, be an incentive stock option as defined in Section 422 of the
        Internal Revenue Code of 1986, as amended and any regulations promulgated
        there
        under (the “Code”). To the extent that the option does not on the date of grant,
        or hereafter ceases to, qualify as an incentive stock option, it shall be
        a
        non-qualified stock option. Except as otherwise indicated by the context,
        the
        term “Employee”, as used in this option, shall be deemed to include any person
        who acquires the right to exercise this option validly under its
        terms.

      


      2.
        Vesting Schedule.

      


      (a
        General. These options will vest, subject to achieving the stock price goals
        shown below and at 25% per year on the anniversary date of this agreement
        unless
        price targets are achieved earlier      Vesting
        of these
        options shall occur upon occurrence of the following:

       

      


      
        	
                 

              	
                 

              	
                Stock
                  Price Target

              
	
                Year
                  1

              	
                (during
                  first year from commencement)

              	
                $5.25

              
	
                Year
                  2 

              	
                 

              	
                6.00

              
	
                Year
                  3

              	
                 

              	
                6.75

              
	
                Year
                  4

              	
                 

              	
                7.50

              


      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Stock
        price target is achieved when the average closing bid is at least the target
        price for 10 consecutive trading days during the respective year. Alternatively,
        these options or any portion thereof shall immediately vest if the Company
        completes an underwriting of at least $5 million at or above the target
        price(s). ). Not achieving price goals in one year does not result in loss
        of
        the options, only that the ability to exercise is delayed, achieving any
        stock
        price target in a subsequent year results in all prior options being
        exercisable. Achieving a stock price target earlier than shown on the table
        above will result in immediate vesting and exerecisablity of those options
        in
        50% of the time contemplated herein. An example is:

      


      
        	1)  	
                If
                  the stock price reaches $7.00 in the first year of the contract,
                  then 75%
                  of the options are fully vested and owned by the employee. All
                  of them
                  would be exercisable after 1.5 years rather than 3
                  years.

              


      

      
        	2)  	
                If
                  the stock price were to remain at $4.50 for three years and then
                  move to
                  $7.00 in year three, all of the options would be vested and exercisable
                  immediately. 

              


      

      


      3.
        Exercise of Option.

      


      Form
        of
        Exercise. In order to exercise this option, the Employee shall notify the
        Company’s third-party stock option plan administrator, or any successor
        appointed by the Company (the “Plan Administrator”), of the Employee’s intent to
        exercise this option, and shall follow the procedures established by the
        Plan
        Administrator for exercising stock options under the Plan and provide payment
        in
        full in the manner provided in the Plan. The Employee may purchase less than
        the
        number of shares covered hereby, provided that no partial exercise of this
        option may be for any fractional share.

      


      (a)  
        Termination of Relationship with the Company. If the Employee ceases to be
        an
        Eligible Employee for any reason, then, except as provided in paragraphs
        (d) and
        (e) below, the right to exercise this option shall terminate three months
        after
        such cessation (but in no event after the Final Exercise Date), provided
        that
        (i) this option shall be exercisable only to the extent that the Employee
        was
        entitled to exercise this option on the date of such cessation, and (ii)
        to the
        extent that the option or any portion thereof is exercised at any time later
        than three months after the date that the Employee ceases to be an employee
        of
        the Company or any parent or subsidiary of the Company, the option shall
        be a
        non-qualified stock option. Notwithstanding the foregoing, if the Employee,
        prior to the Final Exercise Date, violates the non-competition or
        confidentiality provisions of any employment contract, confidentiality and
        nondisclosure agreement or other agreement between the Employee and the Company,
        the right to exercise this option shall terminate immediately upon such
        violation.

      


      (b)  
        Exercise Period Upon Death or Disability. If the Employee dies or becomes
        disabled prior to the Final Exercise Date while he or she is an Eligible
        Employee and the Company has not terminated such relationship for “cause”, this
        option shall be exercisable, within the period of three years following the
        date
        of death or disability of the Employee by the Employee, provided that (i)
        this
        option shall be exercisable only to the extent that this option was exercisable
        by the Employee on the date of his or her death or disability, (ii) this
        option
        shall not be exercisable after the Final Exercise Date, and (iii) to the
        extent
        that the option or any portion thereof is exercised at any time later than
        one
        year after the Employee’s termination as an employee of the Company or any
        parent or subsidiary of the Company, the option shall be a non-qualified
        stock
        option.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (e)  
        Discharge for Cause. If the Employee, prior to the Final Exercise Date, is
        discharged by the Company for “cause” (as defined below), the right to exercise
        this option shall terminate immediately upon the effective date of such
        discharge. “Cause” shall mean willful misconduct by the Employee or willful
        failure by the Employee to perform his or her responsibilities to the Company
        (including, without limitation, breach by the Employee of any provision of
        any
        employment, consulting, advisory, nondisclosure, non-competition or other
        similar agreement between the Employee and the Company), as determined by
        the
        Company, which determination shall be conclusive. The Employee shall be
        considered to have been discharged for “cause” if the Company determines, prior
        to or simultaneously with the Employee’s resignation, that discharge for cause
        was warranted.

      


      (f)  
        Discharge for Reasons Other Than Cause. If the Employee, prior to the Final
        Exercise Date, is discharged by the Company for a reason other than “cause” (as
        defined above), then 100% of all Shares shall be deemed vested as of the
        termination date. The period of time for exercise of vested options under
        this
        paragraph shall be as set forth above.

      


      4.
        Withholding.

      


      No
        Shares
        will be issued pursuant to the exercise of this option unless and until the
        Employee pays to the Company, or makes provision satisfactory to the Company
        for
        payment of, any federal, state or local withholding taxes required by law
        to be
        withheld in respect of this option.

      


      5.
        Nontransferability of Option.

      


      This
        option may not be sold, assigned, transferred, pledged or otherwise encumbered
        by the Employee, either voluntarily or by operation of law, except by will
        or
        the laws of descent and distribution, and, during the lifetime of the Employee,
        this option shall be exercisable only by the Employee.

      


      6.
        Disqualifying Disposition.

      


      If
        the
        Employee disposes of Shares acquired upon exercise of this option within
        two
        years from the Grant Date (or, in the case of Shares acquired upon exercise
        of
        an Additional Grant, the date of the Addendum) or one year after such Shares
        were acquired pursuant to exercise of this option, the Employee shall notify
        the
        Company in writing of such disposition.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Company has caused this option to be executed under
        its
        corporate seal by its duly authorized officer. This option shall take effect
        as
        a sealed instrument.

       

      
        	 	 	 
	 	MARKET
                CENTRAL, INC.
	 
 	 
 	 
 
	Dated: 	  	 
	 	
                

              
	 	
                Signature

                Name

                Title 

              


      

       

      EMPLOYEE’S
        ACCEPTANCE

      


      The
        undersigned hereby accepts the foregoing option and agrees to the terms and
        conditions thereof. 

       

      
        	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	  	 
	 	
                

              
	 	Signature