EXHIBIT
        4.4

       

      


       

      CONVERTIBLE
        PREFERRED STOCK PURCHASE AGREEMENT

       

      Between

       

      MARKET
        CENTRAL, INC.

       

      and

       

      THE
        PURCHASER(S) LISTED ON SCHEDULE 1 HERETO

       

      


       

      March
        25, 2004

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

       

      
        
          	
                   

                  Article
                    I CERTAIN DEFINITIONS

                   

                	
                   

                  1

                
	
                  1.1

                	
                  Certain
                    Definitions

                	
                  1

                
	
                   

                  ARTICLE
                    II PURCHASE AND SALE OF CONVERTIBLE PREFERRED SHARES

                   

                	
                   

                  4

                
	
                  2.1

                	
                  Purchase
                    and Sale: Purchase Price.

                	
                  4

                
	
                  2.2

                	
                  Execution
                    and Delivery of Documents: The Closing.

                	
                  5

                
	
                   

                  ARTICLE
                    III REPRESENTATIONS AND WARRANTIES

                   

                	
                   

                  6

                
	
                  3.1

                	
                  Representations

                	
                  6

                
	
                  3.2

                	
                  Representations
                    and Warranties of the Purchaser

                	
                  10

                
	
                   

                  ARTICLE
                    IV OTHER AGREEMENTS OF THE PARTIES

                   

                	
                   

                  13

                
	
                  4.1

                	
                  Manner
                    of Offering

                	
                  13

                
	
                  4.2

                	
                  Notice
                    of Certain Events

                	
                  13

                
	
                  4.3

                	
                  Blue
                    Sky Laws

                	
                  13

                
	
                  4.4

                	
                  Integration

                	
                  13

                
	
                  4.5

                	
                  Furnishing
                    of Rule 144(c) Materials

                	
                  14

                
	
                  4.6

                	
                  Solicitation
                    Materials

                	
                  14

                
	
                  4.7

                	
                  Listing
                    of Common Stock

                	
                  14

                
	
                  4.8

                	
                  Attorney-in-Fact

                	
                  14

                
	
                  4.9

                	
                  Indemnification

                	
                  14

                
	
                  4.10

                	
                  Notice
                    and Consultation Before Securities Issuances

                	
                  16

                
	
                  4.11

                	
                  Purchaser’s
                    Ownership of Common Stock

                	
                  17

                
	
                  4.12

                	
                  No
                    Violation of Applicable Law

                	
                  17

                
	
                  4.13

                	
                  Redemption
                    Restrictions

                	
                  17

                
	
                  4.14

                	
                  Option
                    for Additional Company Shares

                	
                  18

                
	
                  4.15

                	
                  Lock-Up
                    Agreement

                	
                  18

                
	
                  4.16

                	
                  Use
                    of Proceeds

                	
                  18

                
	
                   

                  ARTICLE
                    V MISCELLANEOUS

                   

                	
                   

                  18

                
	
                  5.1

                	
                  Fees
                    and Expenses

                	
                  18

                
	
                  5.2

                	
                  Entire
                    Agreement

                	
                  19

                
	
                  5.3

                	
                  Notices

                	
                  19

                
	
                  5.4

                	
                  Amendments;
                    Waivers

                	
                  20

                
	
                  5.5

                	
                  Headings

                	
                  20

                
	
                  5.6

                	
                  No
                    Third Party Beneficiaries

                	
                  20

                
	
                  5.7

                	
                  Governing
                    Law/Venue/Service of Process

                	
                  20

                
	
                  5.8

                	
                  Survival

                	
                  20

                
	
                  5.9

                	
                  Counterpart
                    Signatures

                	
                  20

                
	
                  5.10

                	
                  Publicity

                	
                  20

                
	
                  5.11

                	
                  Severability

                	
                  21

                
	
                  5.12

                	
                  Limitation
                    of Remedies

                	
                  21

                
	
                  5.13

                	
                  Successors
                    and Assigns

                	
                  21

                
	
                  5.14

                	
                  Legal
                    Fees and Interest Default Rate

                	
                  21

                


        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      



      THIS
        CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and
        entered into as of March __,2004, between Market Central, Inc., a corporation
        organized and existing under the laws of the State of Delaware (the “Company”),
        and the purchaser(s) listed on Schedule
        1
        hereto
        (the “Purchaser”).

       

      WHEREAS,
        subject to the terms and conditions set forth in this Agreement, the Company
        desires to issue and sell to the Purchaser and the Purchaser desires to acquire
        from the Company three hundred fifty thousand (350,000) shares of the Company’s
        Series B Convertible Preferred Stock, $.001 par value per share (the “Series B
        Preferred Stock”), with a Stated Value of ten dollars ($10) per share, and an
        aggregate Stated Value of three million five hundred thousand dollars
        ($3,500,000), for an aggregate purchase price of three million five hundred
        thousand dollars ($3,5000,000).

       

      IN
        CONSIDERATION of the mutual covenants contained in this Agreement, the Company
        and each Purchaser agree as follows:

       

      ARTICLE
        I

       

      CERTAIN
        DEFINITIONS

       

      1.1  Certain
        Definitions.
        As used
        in this Agreement, and unless the context requires a different meaning, the
        following terms have the meanings indicated:

       

      “Affiliate”
        means,
        with respect to any Person, any Person that, directly or indirectly, controls,
        is controlled by or is under common control with such Person. For the purposes
        of this definition, “control” (including, with correlative meanings, the terms
“controlled by” and “under common control with”) shall mean the possession,
        directly or indirectly, of the power to direct or cause the direction of
        the
        management and policies of such Person, whether through the ownership of
        voting
        securities or by contract or otherwise.

       

      “Agreement”
        shall
        have the meaning set forth in the introductory paragraph of this
        Agreement.

       

      “Armadillo
        Shares”
        means of
        the
        Ordinary Shares of Armadillo Investments, Plc.

       

      “Attorney-in-Fact”
        means
        Gottbetter & Partners, LLP, 488 Madison Avenue, 12 Floor, New York, NY
        10022; Tel: 212-400-6900; Fax: 212-400-6901.

       

      “Business
        Day”
        means
        any day except Saturday, Sunday and pay which shall be a legal holiday or
        a day
        on which banking institutions in the State of New York are authorized or
        required by law or other government actions to close.

       

      “Certificate
        of Designation”
        means
        the Certificate of Designation of the Series B Preferred Stock annexed as
        Exhibit A hereto.

       

      “Chance
        of Control”
        means
        the acquisition, directly or indirectly, by any Person of ownership of, or
        the
        power to direct the exercise of voting power with respect to, a majority
        of the
        issued and outstanding voting shares of the Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Closing”
        shall
        have the meaning set forth in Section 2.2 a.

       

      “Closing
        Date”
        shall
        have the meaning set forth in Section 2.2 a.

       

      “Common
        Stock”
        means
        shares now or hereafter authorized of the class of common stock, $___ par
        value,
        of the Company and stock of any other class into which such shares may hereafter
        have been reclassified or changed.

       

      “Company”
        shall
        have the meaning set forth in the introductory paragraph.

       

      “Control
        Person”
        shall
        have the meaning set forth in Section 4.11 (a) hereof.

       

      “Conversion
        Date”
        shall
        have the meaning set forth in the Certificate of Designation.

       

      “Conversion
        Price”
        shall
        have the meaning set forth in the Certificate of Designation.

       

      “Default”
        means
        any event or condition which constitutes an Event of Default or which with
        the
        giving of notice or lapse of time or both would, unless cured or waived,
        become
        an Event of Default.

       

      “Disclosure
        Documents”
        means
        the Company’s reports filed under the Exchange Act with the SEC.

       

      “Escrow
        Agent”
        means
        Gottbetter & Partners, LLP, 488 Madison Avenue, 12 Floor, New York, NY
        10022; Tel: 212-400-6900; Fax: 212-400-6901.

       

      “Escrow
        Agreement”
        means
        the Escrow Agreement in the form of Exhibit M annexed hereto.

       

      “Event
        of Default”
        shall
        have the meaning set forth in Section 5.

       

      “Exchange
        Act”
        means
        the Securities Exchange Act of 1934, as amended. “Execution Date” means the date
        of this Agreement first written above. “Indemnified Party” shall have the
        meaning set forth in Section 4.11 b hereof. “Indemnifying Party” shall have the
        meaning set forth in Section 4.11 b hereof. “G&P” means Gottbetter &
        Partners, LLP.

       

      “Limitation
        on Conversion”
        shall
        have the meaning set forth in Section 4.11 hereof.

       

      “Losses”
        shall
        have the meaning set forth in Section 4.11 a hereof.

       

      “Material”
        shall mean having a financial consequence in excess of $25,000.

       

      “Material
        Adverse Effect”
        shall
        have the meaning set forth in Section 3.1(a).

       

      “NASD”
        means
        the National Association of Securities Dealers, Inc.

       

      “NASDAQ”
        shall
        mean the NASDAQ Stock Market, Inc.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Original
        Issue Date”
        shall
        have the meaning set forth in the Certificate of Designation. “OTCBB” shall mean
        the NASD over-the counter Bulletin Board.

       

      “Per
        Share Market Value”
        of the
        Common Stock means on any particular date (a) the last sale price of shares
        of
        Common Stock on such date or, if no such sale takes place on such date, the
        last
        sale price on the most recent prior date, in each case as officially reported
        on
        the principal national securities exchange on which the Common Stock is then
        listed or admitted to trading, or (b) if the Common Stock is not then listed
        or
        admitted to trading on any national securities exchange, the closing bid
        price
        per share as reported by Nasdaq, or (c) if the Common Stock is not then listed
        or admitted to trading on the Nasdaq, the closing bid price per share of
        the
        Common Stock on such date as reported on the OTCBB or if there is no such
        price
        on such date, then the last bid price on the date nearest preceding such
        date,
        or (d) if the Common Stock is not quoted on the OTCBB, the closing bid price
        for
        a share of Common Stock on such date in the over-the-counter market as reported
        by the Pinksheets LLC (or similar organization or agency succeeding to its
        functions of reporting prices) or if there is no such price on such date,
        then
        the last bid price on the date nearest preceding such date, or (e) if the
        Common
        Stock is no longer publicly traded, the fair market value of a share of the
        Common Stock as determined by an Appraiser (as defined in the Certificate
        of
        Designation) selected in good faith by the holders of a majority of the Series
        B
        Preferred Stock; provided, however, that the Company, after receipt of the
        determination by such Appraiser, shall have the right to select an additional
        Appraiser, in which case, the fair market value shall be equal to the average
        of
        the determinations by each such Appraiser.

       

      “Person”
        means an individual or a corporation, partnership, trust, incorporated or
        unincorporated association, joint venture, limited liability company, joint
        stock company, government (or an agency or political subdivision thereof)
        or
        other entity of any kind.

       

      “Power
        of Attorney”
        means
        the power of attorney in the form of Exhibit G annexed hereto.

       

      “Proceeding”
        means
        an action, claim, suit, investigation or proceeding (including, without
        limitation, an investigation or partial proceeding, such as a deposition),
        whether commenced or threatened.

       

      “Purchase
        Price”
        shall
        have the meaning set forth in Section 2.1(b).

       

      “Purchaser”
        shall
        have the meaning set forth in the introductory paragraph.

       

      “Redemption
        Price”
        shall
        mean an amount equal to the Stated Value of the Shares outstanding that are
        subject to redemption.

       

      “Registration
        Rights Agreement”
        means
        the Registration Rights Agreement in the form of Exhibit J annexed
        hereto.

       

      “Reporting
        Issuer”
        means a
        company that is subject to the reporting requirements of Section 13 or 15(d)
        of
        the Exchange Act.

       

      “Required
        Approvals”
        shall
        have the meaning set forth in Section 3.1(f).

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Securities”
        means
        the Shares, the Underlying Shares and the Option Shares.

       

      “SEC”
        means
        the Securities and Exchange Commission.

       

      “Securities
        Act”
        means
        the Securities Act of 1933, as amended.

       

      “Series
        B Preferred Stock”
        shall
        have the meaning set forth in the recital.

       

      “Shares”
        shall
        have the meaning set forth in Section 2.1(a).

       

      “Stated
        Value”
        means
        the sum of ten dollars ($10) per Share or three million five hundred thousand
        ($3,500,000) for all of the Shares.

       

      “Subsidiaries”
        shall
        have the meaning set forth in Section 3.1(a).

       

      “Trading
        Day”
        means
        (a) a day on which the Common Stock is quoted on Nasdaq, the OTCBB or the
        principal stock exchange on which the Common Stock has been listed, or (b)
        if
        the Common Stock is not quoted on Nasdaq, the OTCBB or any stock exchange,
        a day
        on which the Common Stock is quoted in the over-the-counter market, as reported
        by the Pinksheets LLC (or any similar organization or agency succeeding its
        functions of reporting prices).

       

      “Transaction
        Documents”
        means
        this Agreement and all exhibits and schedules hereto and all other documents,
        instruments and writings required pursuant to this Agreement.

       

      “Underlying
        Shares”
        means
        the shares of the Company’s Common Stock into which the Shares are convertible
        as provided in the Certificate of Designation.

       

      ARTICLE
        II

       

      PURCHASE
        AND SALE OF CONVERTIBLE PREFERRED SHARES

       

      2.1  Purchase
        and Sale:
        Purchase Price. 

       

      (a)  Subject
        to the terms and conditions set forth herein, the Company shall issue and
        sell
        and the Purchaser shall purchase three hundred fifty thousand (350,000) shares
        of the Company’s Series B 0 % Convertible Preferred Stock, $.001 par value per
        share (the “Shares”). The Series B Preferred Stock shall have the respective
        rights, preferences and privileges as set forth in the Certificate of
        Designation to be filed by the Company with the Secretary of State of Delaware
        prior to the Execution Date.

       

      (b)  The
        purchase price for each Share shall be Ten Dollars ($10) (the “Per Share
        Consideration”). The Per Share Consideration multiplied by the number of Shares
        to be purchased by the Purchaser is referred to as the “Purchase
        Price.”

       

      (c)  The
        Purchase Price shall be paid by delivery to the Company of _______________
        Ordinary Shares (the “Armadillo Shares”) of Armadillo Investments, Plc. The
        number of Ordinary Shares to be issued will be based on the conversion rate
        in
        effect as of the close of business on the day preceding the closing of the
        transaction. For example, if the effective conversion rate is $1 .85/i 1,
        then
        Armadillo will issue $3,5000,000/$1.85, or 1,891,892 Ordinary
        Shares.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (d)  Notwithstanding
        anything to the contrary contained in this Agreement, the Company’s obligations
        hereunder shall be expressly contingent upon the Company selling the Armadillo
        Shares to a purchaser to be located by Purchaser simultaneously with receipt
        of
        the Armadillo Shares for a price not less than £ .50 per share.

       

      2.2  Execution
        and Delivery of Documents: The Closing. 

       

      (a)  The
        Closing of the purchase and sale of the Shares (the “Closing”) shall take place
        simultaneously with the execution and delivery of this Agreement (the “Closing
        Date”). On the Closing Date,

       

      (i)  the
        Company shall execute and deliver to the Purchaser the certificates representing
        the Shares, which Shares shall have the respective rights, preferences and
        privileges as set forth in the Certificate of Designation annexed as Exhibit
        A
        hereto and the Power of Attorney;

       

      (ii)  the
        Company shall execute and deliver to the Purchaser a certificate of its
        President, in the form of Exhibit I annexed hereto, certifying that attached
        thereto is a copy of resolutions duly adopted by the Board of Directors of
        the
        Company authorizing the Company to execute and deliver the Transaction Documents
        and to enter into the transactions contemplated thereby;

       

      (iii)  the
        Company shall execute and deliver to Purchaser an executed Power of Attorney
        in
        the form annexed hereto as Exhibit G;

       

      (iv)  the
        Company and the Purchaser shall execute and deliver to each other an executed
        Registration Rights Agreement in the form annexed hereto as
        Exhibit;

       

      (v)  counsel
        for the Company shall execute and deliver to the Purchaser an executed copy
        of
        the opinion of counsel annexed hereto as Exhibit K;

       

      (vi)  the
        Company, the Escrow Agent and the Purchaser shall execute and deliver to
        each
        other an executed Escrow Agreement in the form annexed hereto as Exhibit
        M and
        the certificates representing the Escrow Shares as defined in the Escrow
        Agreement;

       

      (vii)  the
        Purchaser shall deliver to the Company the Armadillo Shares.

       

      (b)  Notwithstanding
        the foregoing, at Closing, the Company shall deliver to the Escrow Agent
        a
        certificate representing the Shares (the “Closing Stock Certificate”), that
        shall be held by the Escrow Agent upon the terms and conditions set forth
        in the
        Escrow Agreement, and that shall bear the following legends:

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (1)
        THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN
        AN
“OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE
        SECURITIES AND EXCHANGE COMMISSION AND IN ACCORDANCE WITH SECTION 4(2) OF
        THE
        SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). ACCORDINGLY, THE SECURITIES
        REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT OF 1933 AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION
        5, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN
        AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY
        OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

       

      (2)
        ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD
        OR
        OTHERWISE TRANSFERRED UNLESS AND UNTIL THE COMPANY SELLS THE ARMADILLO SHARES
        (AS DEFINED IN THE CONVERTIBLE STOCK PURCHASE AGREEMENT DATED AS OF MARCH
        2004
        BETWEEN THE COMPANY AND JUBILEE INVESTMENT TRUST PLC) AND PURCHASE PRICE
        FOR
        SUCH SHARES OF NOT LESS THAN FIFTY PERCENT(50%) of £1.00 PER SHARE, LESS
        BROKERAGE COMMISSIONS.

       

      Promptly
        after the Company sells the Armadillo Shares and receives a purchase price
        for
        the Armadillo Shares of not less than fifty percent (50%) of £1.00 for each
        Armadillo Share, less brokerage commissions, the Company shall issue to the
        Escrow Agent a certificate representing the Shares that bears only paragraph
        (1)
        above as a legend (the “Final Stock Certificate”), in exchange for the Closing
        Stock Certificate in the manner provided in the Escrow Agreement. In the
        event
        that the Company is unable to sell the Armadillo Shares within ten (10) days
        of
        the Closing in the manner described in the previous sentence, the Company
        shall
        return the certificate for the Armadillo Shares to Purchaser, and the Escrow
        Agent shall return the Closing Stock Certificate to the Company.

       

      ARTICLE
        III

       

      REPRESENTATIONS
        AND WARRANTIES 

       

      3.1  Representations.
        Warranties and Agreements of the Company. The Company hereby makes the following
        representations and warranties to the Purchaser, all of which shall survive
        the
        Closing:

       

      (a)  Organization
        and Qualification.
        The
        Company is a corporation, duly incorporated, validly existing and in good
        standing under the laws of the State of Nevada, with the requisite corporate
        power and authority to own and use its properties and assets and to carry
        on its
        business as currently conducted. The Company has no subsidiaries other than
        as
        set forth on Schedule 3.1(a) attached hereto (collectively, the “Subsidiaries”).
        Each of the Subsidiaries is a corporation, duly incorporated, validly existing
        and in good standing under the laws of the jurisdiction of its incorporation,
        with the full corporate power and authority to own and use its properties
        and
        assets and to carry on its business as currently conducted. Each of the Company
        and the Subsidiaries is duly qualified to do business and is in good standing
        as
        a foreign corporation in each jurisdiction in which the nature of the business
        conducted or property owned by it makes such qualification necessary, except
        where the failure to be so qualified or in good standing, as the case may
        be,
        would not, individually or in the aggregate, have a material adverse effect
        on
        the results of operations, assets, or financial condition of the Company
        and the
        Subsidiaries, taken as a whole (a “Material Adverse Effect”).

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (b)  Authorization,
        Enforcement.
        The
        Company has the requisite corporate power and authority to enter into and
        to
        consummate the transactions contemplated hereby and by each other Transaction
        Document and to otherwise to carry out its obligations hereunder and thereunder.
        The execution and delivery of this Agreement and each of the other Transaction
        Documents by the Company and the consummation by it of the transactions
        contemplated hereby and thereby has been duly authorized by all necessary
        action
        on the part of the Company. Each of this Agreement and each of the other
        Transaction Documents has been or will be duly executed by the Company and
        when
        delivered in accordance with the terms hereof or thereof will constitute
        the
        valid and binding obligation of the Company enforceable against the Company
        in
        accordance with its terms, except as such enforceability may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
        or
        similar laws relating to, or affecting generally the enforcement of, creditors’
        rights and remedies or by other equitable principles of general
        application.

       

      (c)  Capitalization.
        The
        authorized, issued and outstanding capital stock of the Company is set forth
        on
        Schedule 3.1(c). No shares of the Series B Preferred Stock have been issued
        as
        of the date hereof. No shares of Common Stock are entitled to preemptive
        or
        similar rights, nor is any holder of the Common Stock entitled to preemptive
        or
        similar rights arising out of any agreement or understanding with the Company
        by
        virtue of this Agreement. Except as disclosed in Schedule 3.1(c), there are
        no
        outstanding options, warrants, script, rights to subscribe to, registration
        rights, calls or commitments of any character whatsoever relating to, or,
        except
        as a result of the purchase and sale of the Series B Preferred Stock hereunder,
        securities, rights or obligations convertible into or exchangeable for, or
        giving any person any right to subscribe for or acquire, any shares of Common
        Stock, or contracts, commitments, understandings, or arrangements by which
        the
        Company or any Subsidiary is or may become bound to issue additional shares
        of
        Common Stock, or securities or rights convertible or exchangeable into shares
        of
        Common Stock. Neither the Company nor any Subsidiary is in violation of any
        of
        the provisions of its Certificate of Incorporation, bylaws or other charter
        documents.

       

      (d)  Issuance
        of Securities.
        The
        Shares have been duly and validly authorized for issuance, offer and sale
        pursuant to this Agreement and, when issued and delivered as provided hereunder
        against payment in accordance with the terms hereof, shall be valid and binding
        obligations of the Company enforceable in accordance with their respective
        terms. The Company has and at all times while the Shares are outstanding
        will
        continue to maintain an adequate reserve of shares of Common Stock to enable
        it
        to perform its obligations under this Agreement and the Certificate of
        Designation. When issued in accordance with the terms hereof, the Underlying
        Shares and the Option Shares will be duly authorized, validly issued, fully
        paid
        and non-assessable. Except as set forth in Schedule 3.1(d) hereto, there
        is no
        equity or equity equivalent security outstanding that is substantially similar
        to the Shares, including any security having a floating conversion price
        substantially similar to the Shares.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (e)  No
        Conflicts.
        The
        execution, delivery and performance of this Agreement and the other Transaction
        Documents by the Company and the consummation by the Company of the transactions
        contemplated hereby and thereby do not and will not (i) conflict with or
        violate
        any provision of its Certificate of Incorporation or bylaws (each as amended
        through the date hereof) or (ii) be subject to obtaining any consents except
        those referred to in Section 3.1(f), conflict with, or constitute a default
        (or
        an event which with notice or lapse of time or both would become a default)
        under, or give to others any rights of termination, amendment, acceleration
        or
        cancellation of, any agreement, indenture or instrument to which the Company
        is
        a party, or (iii) result in a violation of any law, rule, regulation, order,
        judgment, injunction, decree or other restriction of any court or governmental
        authority to which the Company or its Subsidiaries is subject (including,
        but
        not limited to, those of other countries and the federal and state securities
        laws and regulations), or by which any property or asset of the Company or
        its
        Subsidiaries is bound or affected, except in the case of clause (ii), such
        conflicts, defaults, terminations, amendments, accelerations, cancellations
        and
        violations as would not, individually or in the aggregate, have a Material
        Adverse Effect. The business of the Company and its Subsidiaries is not being
        conducted in violation of any law, ordinance or regulation of any governmental
        authority.

       

      (f)  Consents
        and Approvals.
        Except
        as specifically set forth in Schedule 3.1(f), neither the Company nor any
        Subsidiary is required to obtain any consent, waiver, authorization or order
        of,
        or make any filing or registration with, any court or other federal, state,
        local or other governmental authority or other Person in connection with
        the
        execution, delivery and performance by the Company of this Agreement and
        each of
        the other Transaction Documents, except for the filing of the Certificate
        of
        Designation with respect to the Series B Preferred Stock with the Secretary
        of
        State of the State of Nevada, which filing shall be effected prior to the
        Closing Date (together with the consents, waivers, authorizations, orders,
        notices and filings referred to in Schedule 3.1(0, the “Required
        Approvals”).

       

      (g)  Litigation
        Proceedings.
        Except
        as specifically disclosed in Schedule 3.1(g), there is no action, suit, notice
        of violation, proceeding or investigation pending or, to the best knowledge
        of
        the Company, threatened against or affecting the Company or any of its
        Subsidiaries or any of their respective properties before or by any court,
        governmental or administrative agency or regulatory authority (federal, state,
        county, local or foreign) which (i) relates to or challenges the legality,
        validity or enforceability of any of the Transaction Documents, the Shares
        or
        the Underlying Shares, (ii) could, individually or in the aggregate, have
        a
        Material Adverse Effect or (iii) could, individually or in the aggregate,
        materially impair the ability of the Company to perform fully on a timely
        basis
        its obligations under the Transaction Documents.

       

      (h)  No
        Default or Violation.
        Except
        as set forth in Schedule 3.1(h) hereto, neither the Company nor any Subsidiary
        (i) is in default under or in violation of any indenture, loan or credit
        agreement or any other agreement or instrument to which it is a party or
        by
        which it or any of its properties is bound, except such conflicts or defaults
        as
        do not have a Material Adverse Effect, (ii) is in violation of any order
        of any
        court, arbitrator or governmental body, except for such violations as do
        not
        have a Material Adverse Effect, or (iii) is in violation of any statute,
        rule or
        regulation of any governmental authority which could (individually or in
        the
        aggregate) (x) adversely affect the legality, validity or enforceability
        of this
        Agreement, (y) have a Material Adverse Effect or (z) adversely impair the
        Company’s ability or obligation to perform fully on a timely basis its
        obligations under this Agreement.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (i)  Intentionally
        omitted.

       

      (j)  Disclosure
        Documents.
        The
        Disclosure Documents are accurate in all material respects and do not contain
        any untrue statement of material fact or omit to state any material fact
        necessary in order to make the statements made therein, in light of the
        circumstances under which they were made, not misleading.

       

      (k)  Non-Registered
        Offering.
        Neither
        the Company nor any Person acting on its behalf has taken or will take any
        action (including, without limitation, any offering of any securities of
        the
        Company under circumstances which would require the integration of such offering
        with the offering of the Securities under the Securities Act) which might
        subject the offering, issuance or sale of the Securities to the registration
        requirements of Section 5 of the Securities Act.

       

      (l)  Placing
        Agent.
        The
        Company accepts and agrees that Dungarvon Associates, Inc. (“Dungarvon”) is
        acting for the Purchaser and does not regard any person other than the Purchaser
        as its customer in relation to this Agreement, and that it has not made any
        recommendation to the Company, in relation to this Agreement and is not advising
        the Company, with regard to the suitability or merits of the Armadillo Shares
        and in particular Dungarvon has no duties or responsibilities to the Company
        for
        the best execution of the transaction contemplated by this
        Agreement.

       

      (m)  Private
        Placement Representations.
        The
        Company (i) has received and carefully reviewed such information and
        documentation relating to the Purchaser that the Company has requested,
        including, without limitation, the Purchaser’s Confidential Private Offering
        Memorandum dated January 1, 2004; (ii) has had a reasonable opportunity to
        ask
        questions of and receive answers from the Purchaser concerning the Armadillo
        Shares, and all such questions, if any, have been answered to the full
        satisfaction of the Company; (iii) has such knowledge and expertise in financial
        and business matters that it is capable of evaluating the merits and risks
        involved in an investment in the Armadillo Shares; (iii) understands that
        Armadillo has determined that the exemption from the registration provisions
        of
        the Securities Act of 1933, as amended (the “Securities Act”), provided by
        Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder
        is
        applicable to the offer and sale of the Armadillo Shares, based, in part,
        upon
        the representations, warranties and agreements made by the Company herein;
        and
        (iv) except as set forth herein, no representations or warranties have been
        made
        to the Company by the Purchaser or any agent, employee or affiliate of the
        Purchaser and in entering into this transaction the Company is not relying
        upon
        any information, other than the results of independent investigation by the
        Company.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      The
        Purchaser acknowledges and agrees that the Company makes no representation
        or
        warranty with respect to the transactions contemplated hereby other than
        those
        specifically set forth in Section 3.1 hereof.

       

      3.2  Representations
        and Warranties of the Purchaser.
        The
        Purchaser hereby represents and warrants to the Company as follows:

       

      (a)  Organization
        Authority.
        The
        Purchaser is a corporation, duly organized, validly existing and in good
        standing under the laws of the jurisdiction of its formation with the requisite
        power and authority to enter into and to consummate the transactions
        contemplated hereby and by the other Transaction Documents and otherwise
        to
        carry out its obligations hereunder and thereunder. The acquisition of the
        Shares to be purchased by the Purchaser hereunder has been duly authorized
        by
        all necessary action on the part of the Purchaser. This Agreement has been
        duly
        executed and delivered by the Purchaser and constitutes the valid and legally
        binding obligation of the Purchaser, enforceable against it in accordance
        with
        its terms, except as such enforceability may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium or similar laws relating
        to,
        or affecting generally the enforcement of, creditors rights and remedies
        or by
        other general principles of equity.

       

      (b)  Investment
        Intent.
        The
        Purchaser is acquiring the Shares to be purchased by it hereunder, and will
        acquire the Underlying Shares relating to such Shares, and the Option Shares
        for
        its own account for investment purposes only and not with a view to or for
        distributing or reselling such Shares, Underlying Shares or Option Shares,
        or
        any part thereof or interest therein, without prejudice, however, to such
        Purchaser’s right, subject to the provisions of this Agreement, at all times to
        sell or otherwise dispose of all or any part of such Shares, Underlying Shares
        or Option Shares in compliance with applicable federal and state securities
        laws.

       

      (c)  Experience
        of Purchaser.
        The
        Purchaser, either alone or together with its representatives, has such
        knowledge, sophistication and experience in business and financial matters
        so as
        to be capable of evaluating the merits and risks of an investment in the
        Securities to be acquired by it hereunder, and has so evaluated the merits
        and
        risks of such investment.

       

      (d)  Ability
        of Purchaser to Bear Risk of Investment.
        The
        Purchaser is able to bear the economic risk of an investment in the Securities
        to be acquired by it hereunder and, at the present time, is able to afford
        a
        complete loss of such investment.

       

      (e)  Access
        to Information.
        The
        Purchaser acknowledges that it has been afforded (i) the opportunity to ask
        such
        questions as it has deemed necessary of, and to receive answers from,
        representatives of the Company concerning the terms and conditions of the
        Securities offered hereunder and the merits and risks of investing in such
        securities; (ii) access to information about the Company and the Company’s
        financial condition, results of operations, business, properties, management
        and
        prospects sufficient to enable it to evaluate its investment in the Securities;
        and (iii) the opportunity to obtain such additional information which the
        Company possesses or can acquire without unreasonable effort or expense that
        is
        necessary to make an informed investment decision with respect to the investment
        and to verify the accuracy and completeness of the information that it has
        received about the Company.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (f)  Reliance.
        The
        Purchaser understands and acknowledges that (i) the Shares, Underlying Shares
        and Option Shares being offered and sold to it hereunder are being offered
        and
        sold without registration under the Securities Act in a private placement
        that
        is exempt from the registration provisions of the Securities Act under Section
        4(2) of the Securities Act and (ii) the availability of such exemption depends
        in part on, and that the Company will rely upon the accuracy and truthfulness
        of, the foregoing representations and such Purchaser hereby consents to such
        reliance.

       

      (g)  Regulation
        S.
        

       

      (i)  The
        Purchaser understands and acknowledges that (A) the Shares acquired pursuant
        to
        this Agreement have not been registered under the Securities Act, are being
        sold
        in reliance upon an exemption from registration afforded by Regulation 5;
        and
        that such Shares have not been registered with any state Securities commission
        or authority; (B) pursuant to the requirements of Regulation 5, the Shares
        may
        not be transferred, sold or otherwise exchanged unless in compliance with
        the
        provisions of Regulation S and/or pursuant to registration under the Securities
        Act, or pursuant to an available exemption thereunder; and (C) other than
        as set
        forth in this Agreement between the Company and the Purchaser, the Company
        is
        under no obligation to register the Shares under the Securities Act or any
        state
        securities law, or to take any action to make any exemption from any such
        registration provisions available.

       

      (ii)  (A)
        The
        Purchaser is not a U.S. person and is not acquiring the Shares for the account
        of any U.S. person; (B) if a corporation, it is not organized or incorporated
        under the laws of the United States; (C) if a corporation, no director or
        executive officer is a national or citizen of the United States; and (D)
        it is
        not otherwise deemed to be a “U.S. Person” within the meaning of Regulation
        S.

       

      (iii)  The
        Purchaser, was not formed specifically for the purpose of acquiring the Shares
        purchased pursuant to this Agreement.

       

      (iv)  The
        Purchaser is purchasing the Shares for its own account and risk and not for
        the
        account or benefit of a U.S. Person as defined in Regulation S and no other
        person has any interest in or participation in the Shares or any right, option,
        security interest, pledge or other interest in or to the Shares. The Purchaser
        understands, acknowledges and agrees that it must bear the economic risk
        of its
        investment in the Shares for an indefinite period of time and that prior
        to any
        such offer or sale, the Company may require, as a condition to effecting
        a
        transfer of the Shares, an opinion of counsel, acceptable to the Company,
        as to
        the registration or exemption therefrom under the Shares Act and any state
        Shares acts, if applicable.

       

      (v)  The
        Purchaser will, after the expiration of the Restricted Period, as set forth
        under Regulation S Rule 903(b)(3)(iii)(A), offer, sell, pledge or otherwise
        transfer the Shares only in accordance with Regulation 5, or pursuant to
        an
        available exemption under the Securities Act and, in any case, in accordance
        with applicable state Securities laws. The transactions contemplated by this
        Subscription Agreement have neither been pre-arranged with a purchaser who
        is in
        the United States or who is a U.S. Person, nor are they part of a plan or
        scheme
        to evade the registration provisions of the United States federal securities
        laws.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (vi)  The
        offer
        leading to the sale evidenced hereby was made in an “offshore transaction.” For
        purposes of Regulation 5, the Purchaser understands that an “offshore
        transaction” as defined under Regulation S is any offer or sale not made to a
        person in the United States and either (A) at the time the buy order is
        originated, the purchaser is outside the United States, or the seller or
        any
        person acting on his behalf reasonably believes that the purchaser is outside
        the United States; or (B) for purposes of (1) Rule 903 of Regulation 5, the
        transaction is executed in, or on or through a physical trading floor of
        an
        established foreign exchange that is located outside the United States or
        (2)
        Rule 904 of Regulation 5, the transaction is executed in, on or through the
        facilities of a designated offshore securities market, and neither the seller
        nor any person acting on its behalf knows that the transaction has been
        prearranged with a buyer in the United States.

       

      (vii)  Neither
        the Purchaser nor any affiliate of the Purchaser or any person acting on
        its
        behalf has made or is aware of any “directed selling efforts” in the United
        States, which is defined in Regulation S to be any activity undertaken for
        the
        purpose of, or that could reasonably be expected to have the effect of,
        conditioning the market in the United States for any of the Shares being
        purchased hereby.

       

      (viii)  The
        Purchaser understands that the Company is the seller of the Shares which
        are the
        subject of this Agreement, and that, for purpose of Regulation 5, a
“distributor” is any underwriter, dealer or other person who participates,
        pursuant to a contractual arrangement, in the distribution of securities
        offered
        or sold in reliance on Regulation S and that an “affiliate” is any partner,
        officer, director or any person directly or indirectly controlling, controlled
        by or under common control with any person in question. The Purchaser agrees
        that it will not, during the Restricted Period set forth under Rule
        903(b)(iii)(A), act as a distributor, either directly or though any affiliate,
        nor shall it sell, transfer, hypothecate or otherwise convey the Shares other
        than to a non-U.S. Person.

       

      (ix)  The
        Purchaser acknowledges that the Shares will bear a legend in substantially
        the
        following form:

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN
        AN
“OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE
        SECURITIES AND EXCHANGE COMMISSION AND IN ACCORDANCE WITH SECTION 4(2)OF
        THE
        SECURITIES ACT OF 1933 (THE “SECURITIES ACT”).ACCORDINGLY, THE SECURITIES
        REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT OF 1933 AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION
        5, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN
        AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY
        OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. THE SECURITIES
        REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS
        UNLESS SUCH TRANSACTIONS ARE CONDUCTED INCOMPLIANCE WITH THE SECURITIES
        ACT.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (h)  Private
        Placement Memorandum.
        The
        Private Placement Memorandum does not contain any untrue statement of a material
        fact or omit to state a material fact necessary in order to make the statements
        made therein, in light of the circumstances in which they are made, not
        misleading.

       

      The
        Company acknowledges and agrees that the Purchaser makes no representations
        or
        warranties with respect to the transactions contemplated hereby other than
        those
        specifically set forth in this Section 3.2.

       

      ARTICLE
        IV

       

      OTHER
        AGREEMENTS OF THE PARTIES

       

      4.1  Manner
        of Offering.
        The
        Securities are being issued pursuant to section 4(2) of the Securities Act
        and
        Regulation S thereunder. The Armadillo shares are being issued pursuant to
        section 4(2) of the Securities Act.

       

      4.2  Notice
        of Certain Events.
        The
        Company shall, on a continuing basis, (i) advise the Purchaser promptly after
        obtaining knowledge of, and, if requested by the Purchaser, confirm such
        advice
        in writing, of (A) the issuance by any state securities commission of any
        stop
        order suspending the qualification or exemption from qualification of the
        Shares
        or the Underlying Shares, for offering or sale in any jurisdiction, or the
        initiation of any proceeding for such purpose by any state securities commission
        or other regulatory authority (ii) use its best efforts to prevent the issuance
        of any stop order or order suspending the qualification or exemption from
        qualification of the Securities under any state securities or Blue Sky laws,
        and
        (iii) if at any time any state securities commission or other regulatory
        authority shall issue an order suspending the qualification or exemption
        from
        qualification of the Securities under any such laws, and use its best efforts
        to
        obtain the withdrawal or lifting of such order at the earliest possible
        time.

       

      4.3  Blue
        Sky Laws.
        The
        Company shall cooperate with the Purchaser in connection with the exemption
        from
        registration of the Securities under the securities or Blue Sky laws of such
        jurisdictions as the Purchasers may request; provided, however, that neither
        the
        Company nor its Subsidiaries shall be required in connection therewith to
        qualify as a foreign corporation where they are not now so qualified. The
        Company agrees that it will execute all necessary documents and pay all
        necessary state filing or notice fees to enable the Company to sell the
        Securities to the Purchasers.

       

      4.4  Integration.
        The
        Company shall not and shall use its best efforts to ensure that no Affiliate
        shall sell, offer for sale or solicit offers to buy or otherwise negotiate
        in
        respect of any security (as defined in Section 2 of the Securities Act) that
        would be integrated with the offer or sale of the Securities in a manner
        that
        would require the registration under the Securities Act of the sale of the
        Securities to the Purchaser.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      4.5  Furnishing
        of Rule 144(c) Materials.
        The
        Company shall, for so long as any of the Securities remain outstanding and
        during any period in which the Company is no longer subject to Section 13
        or
        15(d) of the Exchange Act, make available to any registered holder of the
        Securities (“Holder” or “Holders”) in connection with any sale thereof and any
        prospective purchaser of such Securities from such Person, such information
        in
        accordance with Rule 144(c) promulgated under the Securities Act as is required
        to sell the Securities under Rule 144 promulgated under the Securities
        Act.

       

      4.6  Solicitation
        Materials.
        The
        Company shall not (i) distribute any offering materials in connection with
        the
        offering and sale of the Shares or Underlying Shares other than the Disclosure
        Documents and any amendments and supplements thereto prepared in compliance
        herewith or (ii) solicit any offer to buy or sell the Shares or Underlying
        Shares by means of any form of general solicitation or advertising.

       

      4.7  Listing
        of Common Stock.
        If the
        Common Stock is or shall become listed on the OTCBB or on another exchange,
        the
        Company shall (a) use its best efforts to maintain the listing of its Common
        Stock on the OTCBB or such other exchange on which the Common Stock is then
        listed until expiration of the periods during which the Shares may be converted
        and (b) shall provide to the Purchaser evidence of such listing.

       

      4.8  Attorney-in-Fact.
        For the
        sole purpose of effectuating the terms and provisions of this Agreement and
        the
        Certificate of Designation, the Company hereby agrees to give a power of
        attorney to G&P as is evidenced by Exhibit G annexed hereto. All acts done
        under such power of attorney are hereby ratified and approved and neither
        the
        Attorney-in-Fact nor any designee or agent thereof shall be liable for any
        acts
        of commission or omission, for any error of judgment or for any mistake of
        fact
        or law, as long as the Attorney-in-Fact is operating within the scope of
        the
        power of attorney and this Agreement and its exhibits. The power of attorney,
        being coupled with an interest, shall be irrevocable while any of the Shares
        remain unconverted, or any portion of this Agreement remains unsatisfied.
        In
        addition, the Company shall give the Attorney-in-Fact resolutions executed
        by
        the Board of Directors of the Company which authorize transfers of the Shares
        and future issuances of the Underlying Shares for the Shares, and which
        resolutions state that they are irrevocable while any of the Shares remain
        unconverted, or any portion of this Agreement remains unsatisfied.

       

      4.9  Indemnification. 

       

      (a)  Indemnification:
        

       

      (i)  The
        Company shall, notwithstanding termination of this Agreement and without
        limitation as to time, indemnify and hold harmless the Purchaser and its
        officers, directors, agents, employees and affiliates, each Person who controls
        or the Purchaser (within the meaning of Section 15 of the Securities Act
        or
        Section 20 of the Exchange Act) (each such Person, a “Control Person”) and the
        officers, directors, agents, employees and affiliates of each such Control
        Person, to the fullest extent permitted by applicable law, from and against
        any
        and all losses, claims, damages, liabilities, costs (including, without
        limitation, costs of preparation and attorneys’ fees) and expenses
        (collectively, “Losses”), as incurred, arising out of, or relating to, a breach
        or breaches of any representation, warranty, covenant or agreement by the
        Company under this Agreement or any other Transaction Document.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (ii)  The
        Purchaser shall, notwithstanding termination of this Agreement and without
        limitation as to time, indemnify and hold harmless the Company, its officers,
        directors, agents and employees, each Control Person and the officers,
        directors, agents and employees of each Control Person, to the fullest extent
        permitted by application law, from and against any and all Losses, as incurred,
        arising out of, or relating to, a breach or breaches of any representation,
        warranty, covenant or agreement by the Purchaser under this Agreement or
        the
        other Transaction Documents.

       

      (b)  Conduct
        of Indemnification Proceedings.
        If any
        Proceeding shall be brought or asserted against any Person entitled to indemnity
        hereunder (an “Indemnified Party”), such Indemnified Party promptly shall notify
        the Person from whom indemnity is sought (the “Indemnifying Party”) in writing,
        and the Indemnifying Party shall assume the defense thereof, including the
        employment of counsel reasonably satisfactory to the Indemnified Party and
        the
        payment of all fees and expenses incurred in connection with defense thereof
        provided, that the failure of any Indemnified Party to give such notice shall
        not relieve the Indemnifying Party of its obligations or liabilities pursuant
        to
        this Agreement, except (and only) to the extent that it shall be finally
        determined by a court of competent jurisdiction (which determination is not
        subject to appeal or further review) that such failure shall have proximately
        and materially adversely prejudiced the Indemnifying Party.

       

      An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (1) the Indemnifying Party has agreed to pay such fees and expenses;
        or
        (2) the Indemnifying Party shall have failed promptly to assume the defense
        of
        such Proceeding and to employ counsel reasonably satisfactory to such
        Indemnified Party in any such Proceeding; or (3) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and such Indemnified Party shall have been advised
        by counsel that a conflict of interest is likely to exist if the same counsel
        were to represent such Indemnified Party and the Indemnifying Party (in which
        case, if such Indemnified Party notifies the Indemnifying Party in writing
        that
        it elects to employ separate counsel at the expense of the Indemnifying Party,
        the Indemnifying Party shall not have the right to assume the defense of
        the
        claim against the Indemnified Party but will retain the right to control
        the
        overall Proceedings out of which the claim arose and such counsel employed
        by
        the Indemnified Party shall be at the expense of the Indemnifying Party).
        The
        Indemnifying Party shall not be liable for any settlement of any such Proceeding
        effected without its written consent, which consent shall not be unreasonably
        withheld. No Indemnifying Party shall, without the prior written consent
        of the
        Indemnified Party, effect any settlement of any pending Proceeding in respect
        of
        which any Indemnified Party is a party, unless such settlement includes an
        unconditional release of such Indemnified Party from all liability on claims
        that are the subject matter of such Proceeding.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      All
        fees
        and expenses of the Indemnified Party to which the Indemnified Party is entitled
        hereunder (including reasonable fees and expenses to the extent incurred
        in
        connection with investigating or preparing to defend such Proceeding in a
        manner
        not inconsistent with this Section) shall be paid to the Indemnified Party,
        as
        incurred, within ten (10) Business Days of written notice thereof to the
        Indemnifying Party.

       

      No
        right
        of indemnification under this Section shall be available as to a particular
        Indemnified Party if there is a non-appealable final judicial determination
        that
        such Losses arise solely out of the negligence or bad faith of such Indemnified
        Party in performing the obligations of such Indemnified Party under this
        Agreement or a breach by such Indemnified Party of its obligations under
        this
        Agreement.

       

      (c)  Contribution.
        If a
        claim for indemnification under this Section is unavailable to an Indemnified
        Party or is insufficient to hold such Indemnified Party harmless for any
        Losses
        in respect of which this Section would apply by its terms (other than by
        reason
        of exceptions provided in this Section), then each Indemnifying Party, in
        lieu
        of indemnifying such Indemnified Party, shall contribute to the amount paid
        or
        payable by such Indemnified Party as a result of such Losses in such proportion
        as is appropriate to reflect the relative benefits received by the Indemnifying
        Party on the one hand and the Indemnified Party on the other and the relative
        fault of the Indemnifying Party and Indemnified Party in connection with
        the
        actions or omissions that resulted in such Losses as well as any other relevant
        equitable considerations. The relative fault of such Indemnifying Party and
        Indemnified Party shall be determined by reference to, among other things,
        whether there was a judicial determination that such Losses arise in part
        out of
        the negligence or bad faith of the Indemnified Party in performing the
        obligations of such Indemnified Party under this Agreement or the Indemnified
        Party’s breach of its obligations under this Agreement. The amount paid or
        payable by a party as a result of any Losses shall be deemed to include any
        attorneys’ or other fees or expenses incurred by such party in connection with
        any Proceeding to the extent such party would have been indemnified for such
        fees or expenses if the indemnification provided for in this Section was
        available to such party.

       

      (d)  Non-Exclusivity.
        The
        indemnity and contribution agreements contained in this Section are in addition
        to any obligation or liability that the Indemnifying Parties may have to
        the
        Indemnified Parties.

       

      4.10  Notice
        and Consultation Before Securities Issuances.
        Until
        such time as Purchaser shall have sold all of the Shares and the Underlying
        Shares, the Company shall not offer or issue any equity, equity equivalent
        security or debt that with a floating conversion price, or any equity lines
        of
        credit (the “New Securities”), without first giving thirty (30) days notice
        thereof to the Purchaser and thereafter consulting in good faith with the
        Purchaser concerning such issuance. After such consultation between the Company
        and the Purchaser, the Company may offer or sell the New Securities on such
        terms and conditions as the Company deems appropriate. Purchaser shall keep
        all
        information concerning the New Securities confidential and shall not trade
        any
        of the Company’s securities until information about the New Securities is
        publicly disclosed or the Company advises the Purchaser that it has determined
        not to issue the New Securities.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      4.11  Purchaser’s
        Ownership of Common Stock.
        In
        addition to and not in lieu of the limitations on conversion set forth in
        the
        Certificate of Designation, the conversion and exercise rights of the Purchaser
        set forth in the Certificate of Designation shall be limited, solely to the
        extent required, from time to time, such that, unless the Purchaser gives
        written notice seventy five (75) days in advance to the Company of the
        Purchaser’s intention to exceed the Limitation on Conversion as defined herein,
        with respect to all or a specified amount of the Shares and the corresponding
        number of the Underlying Shares, in no instance shall the maximum number
        of
        shares of Common Stock which the Purchaser (singularly, together with any
        Persons who in the determination of the Purchaser, together with the Purchaser,
        constitute a group as defined in Rule 1 3d-S of the Exchange Act) may receive
        in
        respect of any conversion of the Shares exceed, at any one time, an amount
        equal
        to four and ninety nine one hundredths percent (4.99%) of the then issued
        and
        outstanding shares of Common Stock of the Company following such conversion
        (the
        foregoing being herein referred to as the “Limitation on Conversion”); provided,
        however, that the Limitation on Conversion shall not apply to any forced
        or
        automatic conversion pursuant to this agreement or the Certificate of
        Designation; and provided, further that if the Purchaser shall have declared
        an
        Event of Default and, if a cure period is provided, the Company shall not
        have
        properly and fully cured such Event of Default within any such cure period,
        the
        provisions of this Section 4.11 shall be null and void from and after such
        date.
        The Company shall, promptly upon its receipt of a Notice of Conversion tendered
        by the Purchaser (or its sole designee) for the Shares, as applicable, notify
        the Purchaser by telephone and by facsimile of the number of shares of Common
        Stock outstanding on such date and the number of Underlying Shares which
        would
        be issuable to the Purchaser (or its sole designee, as the case may be) if
        the
        conversion requested in such Notice of Conversion or exercise requested in
        such
        Notice of Exercise were effected in full, whereupon, in accordance with the
        Certificate of Designation and notwithstanding anything to the contrary set
        forth therein, the Purchaser may within one (1) Business Day of its receipt
        of
        the Company notice required by this Section 4.11 by facsimile revoke such
        conversion or exercise to the extent (in whole or in part) that the Purchaser
        determines that such conversion or exercise would result in the ownership
        by the
        Purchaser of shares of Common Stock in excess of the Limitation on Conversion.
        

       

      4.12  No
        Violation of Applicable Law.
        Notwithstanding any provision of this Agreement to the contrary, if the
        redemption of the Shares otherwise required under this Agreement or the
        Certificate of Designation would be prohibited by the relevant provisions
        of
        Delaware law, such redemption shall be effected as soon as it is permitted
        under
        such law; provided, however, that interest payable by the Company with respect
        to any such redemption shall accrue in accordance with Article X(e) of the
        Certificate of Designation until such redemption is effected.

       

      4.13  Redemption
        Restrictions.
        Notwithstanding any provision of this Agreement to the contrary, if any
        redemption of the Shares otherwise required under this Agreement or the
        Certificate of Designation would be prohibited in the absence of consent
        from
        any lender to the Company or any of the Subsidiaries, or by the holders of
        any
        class of securities of the Company, the Company shall use its best efforts
        to
        obtain such consent as promptly as practicable after any such redemption
        is
        required. Interest payable by the Company with respect to any such redemption
        shall accrue in accordance with Article X(e) of the Certificate of Designation
        until such consent is obtained. Nothing contained in this Section 4.13 shall
        be
        construed as a waiver by the Purchaser of any rights they may have by virtue
        of
        any breach of any representation or warranty of the Company herein as to
        the
        absence of any requirement to obtain any such consent.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      4.14  Option
        for Additional Company Shares.
        The
        Company hereby grants to Purchaser an option to acquire that number of shares
        of
        the Company’s Common Stock (the “Option Shares”), such option to be exercisable
        during the thirty (30) day period commencing on the date Purchaser completes
        the
        conversion of all of the Series B Preferred Stock (the “Conversion Completion
        Date”), equal to the difference, if a positive amount, between (a) the number
        of
        the Company’s shares of Common Stock into which the original amount of the
        Series B Preferred Stock would have been convertible on the Closing Date
        at a
        conversion price equal to fifty percent (50%) of the Fixed Conversion Price
        (as
        defined in the Certificate of Designation) less (b) the aggregate number
        of the
        shares of Common Stock into which the original amount of the Series B Preferred
        Stock has actually been converted as of the Conversion Completion Date. The
        exercise price for the Option Shares shall be the closing bid price for the
        Company’s Common stock on the Closing Date plus ten cents ($.10). In case of any
        stock split, stock dividend, reclassification of the Common Stock, any
        consolidation or merger of the Company with or into another person, the sale
        or
        transfer of all or substantially all of the assets of the Company or any
        compulsory share exchange pursuant to which the Common Stock is converted
        into
        other securities, cash or property, then each Option Share then outstanding
        shall have the right thereafter upon exercise to receive only such shares
        of
        stock and other securities and property receivable upon or deemed to be held
        by
        holders of Common Stock following such stock split, stock dividend,
        reclassification, consolidation, merger, sale, transfer or share exchange
        (except in the event the property is cash, then the Purchaser shall have
        the
        right to exercise the Option Shares and receive cash in the same manner as
        other
        stockholders). In such event, if appropriate, the exercise price for the
        Option
        Shares shall be proportionately adjusted.

       

      4.15  Lock-Up
        Agreement.
        Purchaser agrees not to sell, transfer or assign all or any part of the Series
        B
        Preferred Stock or the Underlying Shares for a period of two (2) years following
        the Closing Date, without the express written consent of the Company.
        Notwithstanding the foregoing, Purchaser may convert the Series B Preferred
        Stock at any time and from time to time following the Closing Date.

       

      4.16  Use
        of
        Proceeds.
        The
        Company agrees that none of the proceeds from the sale of the Series B Preferred
        Stock shall be used to repay loans owed by the Company to any of its
        shareholders.

       

      ARTICLE
        V

       

      MISCELLANEOUS

       

      5.1  Fees
        and Expenses.
        Except
        as set forth in this Agreement, each party shall pay the fees and expenses
        of
        its advisers, counsel, accountants and other experts, if any, and all other
        expenses incurred by such party incident to the negotiation, preparation,
        execution, delivery and performance of this Agreement. The Company shall
        pay all
        stamp and other taxes and duties levied in connection with the issuance of
        the
        Shares (and, upon conversion or exercise thereof the Underlying Shares) pursuant
        hereto. The Purchaser shall be responsible for any taxes payable by the
        Purchaser that may arise as a result of the investment hereunder or the
        transactions contemplated by this Agreement or any other Transaction Document.
        The Company agrees to pay a total Purchaser’s counsel $7,500 for legal fees
        associated with the transactions contemplated by this Agreement, $5,000 prior
        to
        document preparation and $2,500 at Closing, and $5,000 for escrow services
        pursuant to the Escrow Agreement, payable at or prior to Closing, and the
        reasonable disbursements of counsel in connection with the transactions
        contemplated by this Agreement. The Company shall pay all costs, expenses,
        fees
        and all taxes incident to and in connection with: (A) the issuance and delivery
        of the Securities, (B) the exemption from registration of the Securities
        for
        offer and sale to the Purchaser under the securities or Blue Sky laws of
        the
        applicable jurisdictions, and (C) the preparation of certificates for the
        Securities (including, without limitation, printing and engraving thereof),
        and
        (D) all fees and expenses of counsel and accountants of the
        Company.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      5.2  Entire
        Agreement.
        This
        Agreement, together with all of the Exhibits and Schedules annexed hereto,
        and
        any other Transaction Document contains the entire understanding of the parties
        with respect to the subject matter hereof and supersede all prior agreements
        and
        understandings, oral or written, with respect to such matters. This Agreement
        shall be deemed to have been drafted and negotiated by both parties hereto
        and
        no presumptions as to interpretation, construction or enforceability shall
        be
        made by or against either party in such regard.

       

      5.3  Notices.
        Any
        notice or other communication required or permitted to be given hereunder
        shall
        be in writing and shall be deemed to have been duly given upon facsimile
        transmission (with written transmission confirmation report) at the number
        designated below (if delivered on a Business Day during normal business hours
        where such notice is to be received), or the first Business Day following
        such
        delivery (if delivered other than on a Business Day during normal business
        hours
        where such notice is to be received) whichever shall first occur. The addresses
        for such communications shall be:

       

      
        	 	
                If
                  to the Company:

              	
                Market
                  Central, Inc.

                1650A
                  Gum Branch Road

                Jacksonville,
                  NC 28540

                
                  Attn:
                    CEO

                

                Tel:

                Fax:

              


      

       

      
        	 	
                With
                  copies to:

              	
                Greenberg
                  Traurig, LLP

                Suite
                  400

                3290
                  Northside Parkway

                Atlanta,
                  GA 30327

                
                  Attn:
                    Gerald
                    L. Baxter, Esq.

                

                
                  Tel:
                    (678)
                    553-2430 
                    
                      Fax:
                        (678) 553-2431

                    

                  

                

              


      

       

      
        
          	 	
                  If
                    to the Purchaser:

                	
                  See
                    Schedule 1 attached hereto

                


        

         

      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      
        	 	
                With
                  copies to:

              	
                Gottbetter
                  & Partners, LLP

                12th
                  Floor 488 Madison Avenue

                New
                  York, NY 10022

                
                  Attn:
                    Adam
                    S. Gottbetter, Esq.

                

                
                  Tel:
                    (212)
                    400-6900

                  
                    Fax:
                      (212)
                      400-6901

                  

                

              


      

       

      or
        such
        other address as may be designated hereafter by notice given pursuant to
        the
        terms of this Section 5.3.

       

      5.4  Amendments;
        Waivers.
        No
        provision of this Agreement may be waived or amended except in a written
        instrument signed, in the case of an amendment, by both the Company and the
        Purchaser, or, in the case of a waiver, by the party against whom enforcement
        of
        any such waiver is sought. No waiver of any default with respect to any
        provision, condition or requirement of this Agreement shall be deemed to
        be a
        continuing waiver in the future or a waiver of any other provision, condition
        or
        requirement hereof, nor shall any delay or omission of either party to exercise
        any right hereunder in any manner impair the exercise of any such right accruing
        to it thereafter.

       

      5.5  Headings.
        The
        headings herein are for convenience only, do not constitute a part of this
        Agreement and shall not be deemed to limit or affect any of the provisions
        hereof.

       

      5.6  No
        Third Party Beneficiaries. This
        Agreement is intended for the benefit of the parties hereto and their respective
        permitted successors and assigns and is not for the benefit of, nor may any
        provision hereof be enforced by, any other person.

       

      5.7  Governing
        Law/Venue/Service of Process.
        The
        parties hereto acknowledge that the transactions contemplated by this Agreement
        and the exhibits hereto bear a reasonable relation to the State of New York.
        The
        parties hereto agree that the internal laws of the State of New York shall
        govern this Agreement and the exhibits hereto, including, but not limited
        to,
        all issues related to usury. Any action to enforce the terms of this Agreement
        or any of its exhibits, or any other Transaction Document shall be brought
        exclusively in the state and/or federal courts situate in the County and
        State
        of New York. Service of process in any action by the Purchaser to enforce
        the
        terms of this Agreement may be made by serving a copy of the summons and
        complaint, in addition to any other relevant documents, by commercial overnight
        courier to the Company at its principal address set forth in this
        Agreement.

       

      5.8  Survival.
        The
        representations and warranties of the Company and the Purchaser contained
        in
        Article III and the agreements and covenants of the parties contained in
        Article
        IV and this Article V shall survive the Closing for a period of one (1)
        year.

       

      5.9  Counterpart
        Signatures.
        This
        Agreement may be executed in two or more counterparts, all of which when
        taken
        together shall be considered one and the same agreement and shall become
        effective when counterparts have been signed by each party and delivered
        to the
        other party, it being understood that both parties need not sign the same
        counterpart. In the event that any signature is delivered by facsimile
        transmission, such signature shall create a valid and binding obligation
        of the
        party executing (or on whose behalf such signature is executed) the same
        with
        the same force and effect as if such facsimile signature page were an original
        thereof.

       

      5.10  Publicity.
        The
        Company and the Purchaser shall consult with each other in issuing any press
        releases or otherwise making public statements with respect to the transactions
        contemplated hereby and neither party shall issue any such press release
        or
        otherwise make any such public statement without the prior written consent
        of
        the other, which consent shall not be unreasonably withheld or delayed, unless
        counsel for the disclosing party deems such public statement to be required
        by
        applicable federal and/or state securities laws. Except as otherwise required
        by
        applicable law or regulation, the Company will not disclose to any third
        party
        (excluding its legal counsel, accountants and representatives) the names
        of the
        Purchaser.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      5.11  Severability.
        In case
        any one or more of the provisions of this Agreement shall be invalid or
        unenforceable in any respect, the validity and enforceability of the remaining
        terms and provisions of this Agreement shall not in any way be affected or
        impaired thereby and the parties will attempt to agree upon a valid and
        enforceable provision which shall be a reasonable substitute therefore, and
        upon
        so agreeing, shall incorporate such substitute provision in this
        Agreement.

       

      5.12  Limitation
        of Remedies.
        With
        respect to claims by the Company or any person acting by or through the Company,
        or by the Purchaser or any person acting through the Purchaser, for remedies
        at
        law or at equity relating to or arising out of a breach of this Agreement,
        liability, if any, shall, in no event, include loss of profits or incidental,
        indirect, exemplary, punitive, special or consequential damages of any
        kind.

       

      5.13  Successors
        and Assigns.
        This
        Agreement shall become effective when it is executed by the parties and shall
        thereafter be binding upon and enure to the benefit of the parties hereto
        and
        their permitted successors and assigns. This agreement and any of the rights,
        interests or obligations hereunder may be assigned by the Purchaser without
        the
        consent of the Company, provided that notwithstanding such assignment,
        Purchaser’s obligations hereunder shall continue as if such assignment had not
        occurred.

       

      5.14  Legal
        Fees and Interest Default Rate.
        In the
        event any party hereto commences legal action to enforce its rights under
        this
        Agreement or any other Transaction Document, the non-prevailing party shall
        pay
        all reasonable costs and expenses (including but not limited to reasonable
        attorney’s fees, accountant’s fees, appraiser’s fees and investigative fees)
        incurred in enforcing such rights. In the event of an uncured Event of Default
        by any party hereunder, interest shall accrue on all unpaid amounts due the
        aggrieved party at the rate of ten percent (10%) per annum, compounded
        annually.

       

      


      [SIGNATURE
        PAGE FOLLOWS]

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed as of the date first indicated above.

       

      Company:

       

      Market
        Central, Inc.

       

      By:
        ______________________________

      Name:
        ____________________________

      Title:
        _____________________________


       

      Purchaser:Dungarvon
        Associates, Inc., on behalf of Armadillo Investments, PLC

       

      By:
        ______________________________

      Name:
        ____________________________

      Title:
        _____________________________

       

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	 	Schedule 1 	 
	 	 	 
	 	Purchaser(s) 	 
	
                 

                Name
                  and Address of Purchaser

                 

              	
                 

                Purchase
                  Price

                 

              	
                 

                No.
                  of Share

                 

              
	
                 

                Armadillo
                  Investments Plc.

                30
                  Farringdon Street

                London
                  

                EC4A
                  4HJ

                Fax: 011.44.20.7724.0090

              	
                 

                $3,500,000

              	
                 

                350,000

              


      

      
 

      
        
          
          

        

        
          23