EXHIBIT
      10.4

    


    EMPLOYMENT
      AGREEMENT

    BY
      AND BETWEEN

    MARKET
      CENTRAL, INC.

    AND

    DOYAL
      BRYANT

    


    


     THIS
      EMPLOYMENT AGREEMENT
      (the
      "Agreement") is made and entered into as of October 8, 2004, by and between
      MARKET
      CENTRAL, INC.,
      a
      Delaware corporation (the "Company"), and DOYAL
      BRYANT
      ("Employee").

     

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

     

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

     

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

    


    ARTICLE
      I

    


    Employment

    


    1.1
      Employment and Title.
      The
      Company hereby employs Employee, and Employee hereby accepts such employment,
      as
      Chief Executive Officer of the Company, all upon the terms and conditions set
      forth herein.

     

    1.2
      Services.
      During
      the Term (as hereinafter defined) hereof, Employee agrees to perform diligently
      and in good faith the duties of the Chief Executive Officer of the Company,
      under the direction of Board of Directors. Employee agrees to devote his best
      efforts and all of his full business time, energies and abilities to the
      services to be performed hereunder and for the exclusive benefit of the Company.
      Employee shall be vested with such authority as is generally commensurate with
      the position of Chief Executive Officer of the Company, as further outlined
      below.

     

    1.3
      Location.
      The
      principal place of employment and the location of Employee's principal office
      shall be in Charlotte, North Carolina; provided, however, Employee shall
      undertake all requisite travel in the performance of his duties under this
      Agreement.

     

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

     

    
      
        
        

      

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

    

    


    ARTICLE
      II

    


    Term

    


    2.1
      Term.
      The
      term of Employee's employment hereunder (the "Term") shall commence as of
      October 8, 2004 (the "Commencement Date") and shall continue through the third
      anniversary of the Commencement Date (the "Scheduled Termination Date"), unless
      earlier terminated pursuant to the provisions of this Agreement. This Agreement
      shall automatically renew for an unlimited number of successive one-year terms
      unless either party shall deliver written notice of non-renewal at least ninety
      (90) days prior to the Scheduled Termination Date (or the Scheduled Termination
      Date of any renewal term).

    


    ARTICLE
      III

    


    Compensation

    


    3.1
      Base Salary.
      As
      compensation for the services to be rendered by Employee, the Company shall
      pay
      Employee, during the Term of this Agreement, an annual base salary of not less
      than One Hundred Eighty Thousand Dollars ($180,000), which base salary shall
      accrue monthly (prorated for periods less than a month) and shall be paid in
      equal semi-monthly installments, in arrears unless the Board deems the companies
      profit unable to support. The base salary will be reviewed annually, or, more
      frequently, as appropriate, by the Board of Directors or the Compensation
      Committee of the Board of Directors, as the case. 

     

    3.2
      Bonus Compensation.
      Employee shall be eligible to receive bonus or incentive compensation, equaling
      2.5 times his annual salary based on meeting quarterly goals and objectives
      established by the board which may be granted from time to time in the sole
      discretion of the Board of Directors in accordance with the Company's
      compensation structure in effect from time to time. 

     

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

     

    
      
        
        

      

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

     

    3.5
      Benefits.
      Employee shall be entitled, during the Term hereof, to the same medical,
      hospital, dental, health club and life insurance coverage and benefits as are
      then available to the Company's most senior executive officers.  As
      an
      Employee of the Company and its chief executive officer, Employee may be
      provided additional benefits as decided by the Board.

     

    3.6
      Withholding.
      Any and
      all amounts payable under this Agreement, including, without limitation, amounts
      payable under this Article III and Article VII, are subject to withholding
      for
      such federal, state and local taxes required pursuant to any applicable law,
      rule or regulation.

    


    ARTICLE
      IV

    


    Working
      Facilities, Expenses and Insurance

    


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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      V

    


    Illness
      or Incapacity

    


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

     

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

     

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

     

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

    


    ARTICLE
      VI

    


    Confidentiality

    


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

     

    
      
        
        

      

      
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    6.2
      Non-Removal of Records.
      All
      documents, papers, materials, notes, books, correspondence, drawings and other
      written, graphic and electronic records of the Business of the Company which
      Employee shall prepare or use, or come into contact with, shall be and remain
      the sole property of the Company and, effective immediately upon the termination
      of the Employee's employment with the Company for any reason, shall not be
      removed from the Company's premises without the Company's prior written
      consent.

    


    ARTICLE
      VII

    


    Termination

    


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

    


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

    


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

    


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

    


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

    


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

     

    
      
        
        

      

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

    


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

    


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

     

    (c)  Upon
      Employee's death.

    


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


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (c)  Employee
      shall be entitled to receive base salary payable under Section 3.1 remaining
      in
      the then current term; plus no less than nine (9) months severance.

    


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

     

    
      
        
        

      

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

    


    (f)      
      All unvested stock options described in Exhibits A through D shall immediately
      vest.

    


    7.5
      Termination Upon Change of Control.
      Upon a
      "Change of Control" (as such term is defined in Section 7.6 hereof) of the
      Company during the Term hereof, Employee may, at his sole discretion, declare
      this Agreement terminated and receive a one-time, lump sum severance payment
      equal to two (2) times the total amount of the annual base salary payable under
      the terms of Section 3.1 of this Agreement plus any incentive or bonus paid
      in
      the prior year pursuant to Section 3.2 of this Agreement and the Company and
      Board of Directors shall cause the following to occur;

    


    (a) 
      All unvested stock options described in Exhibits B through D shall immediately
      vest

     

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

    


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

    


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

    


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

    


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

     

    
      
        
        

      

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

     

    7.7. Certain
      Additional Payments by the Company.

    


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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      VIII

    


    Non-Competition
      and Non-Interference

    


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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      IX

    


    Remedies

    


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

     

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

     

    ARTICLE
      X

     

    Miscellaneous

    


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

     

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

    


     If
      to the Company

     

    Market
      Central

    Attention:
      Chairman of Board

    


     If
      to Employee

     

    Doyal
      Bryant 

     

    
      
        
        

      

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

    


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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XI

    


    Survival

    


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

    


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

     

    
      	 	 	 
	 	
              Market
                Central Inc, INC.,

              a
                Delaware corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            


    

    


        

    
      
        	 	 	 
	 	
                EMPLOYEE

              
	 
 	 
 	 
 
	 	 	 
	 	
                

              
	 	Doyal
                Bryant


      
   


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    “Exhibit
      A”

    


    Market
      Central, Inc.

    


    Incentive
      Stock Option Agreement

    


    1.
      Grant
      of Option.

    


    This
      Incentive Stock Option Agreement (this “Agreement”) evidences the grant
      by
      Market Central, Inc., a Delaware corporation (the “Company”), on October 8, 2004
      (the “Grant Date”) to Doyal Bryant, an employee of the Company (the “Employee”),
      of an option to purchase, in whole or in part, on the terms provided herein
      a
      total of 1,000,000 shares (the “Shares”) of common stock, $0.01 par value per
      share, of the Company (“Common Stock”) at $1.60 per Share. Unless earlier
      terminated, this option shall expire on October 8, 2008 (the “Final Exercise
      Date”).

     

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

    


    2.
      Vesting Schedule.

    


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

    


    3.
      Exercise of Option.

    


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

    


    (b)  
      Continuous Relationship with the Company Required. Except as otherwise provided
      in this Section 3, this option may not be exercised unless the Employee, at
      the
      time he or she exercises this option, is, and has been at all times since the
      Grant Date, an employee, officer or director of, or consultant or advisor to,
      the Company or any parent or subsidiary of the Company.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    4.
      Withholding.

    


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

    


    5.
      Nontransferability of Option.

    


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

    


    6.
      Disqualifying Disposition.

    


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

    
 

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 	MARKET
              CENTRAL, INC.
	 
 	 
 	 
 
	Dated 	  	 
	 	
              

            
	 	
              Signature

              Name

              Title

            


    

    
 

    EMPLOYEE’S
      ACCEPTANCE

    


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

    


     

    
      	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	 	 
	 	
              

            
	 	
              Signature

              Name:
                Doyal Bryant

            


    

     

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
       

    

    “Exhibit
      B”

    


    Market
      Central, Inc.

    


    Incentive
      Stock Option Agreement

    


    1.
      Grant
      of Option.

    


    This
      Incentive Stock Option Agreement (this “Agreement”) evidences the grant
      by
      Market Central, Inc., a Delaware corporation (the “Company”), on October 8, 2004
      (the “Grant Date”) to Doyal Bryant, an employee of the Company (the “Employee”),
      of an option to purchase, in whole or in part, on the terms provided herein
      a
      total of 1,000,000 shares (the “Shares”) of common stock, $0.01 par value per
      share, of the Company (“Common Stock”) at $2.00 per Share. Unless earlier
      terminated, this option shall expire on October 8, 2010 (the “Final Exercise
      Date”).

     

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

    


    2.
      Vesting Schedule.

    


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

     

    

      
        	
                 

              	
                 

              	
                
                  
                     Stock
                      PriceTarget

                  

                

              
	
                Year
                  1

              	
                (during
                  first year from commencement)

              	
                $2.25

              
	
                Year
                  2

              	
                 

              	
                3.00

              
	
                Year
                  3

              	
                 

              	
                3.75

              
	
                Year
                  4

              	
                 

              	
                4.50

              


      

    

                                      

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

    
 

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
       

       

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

              


      

    

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

            


    

    


    3.
      Exercise of Option.

    


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

    


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

    


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

    


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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    4.
      Withholding.

    


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

    


    5.
      Nontransferability of Option.

    


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

    


    6.
      Disqualifying Disposition.

    


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

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


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

     

    
      	 	 	 
	 	
              MARKET
                CENTRAL, INC.

            
	 
 	 
 	 
 
	Dated: 	 	 
	 	
              

            
	 	
              Signature
                

              Name
                

              Title

            


    

     

    EMPLOYEE’S
      ACCEPTANCE

    


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

     

    
      	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	  	
            
	 	
              

            
	 	
              Signature

              Name:
                Doyal Bryant

            


    

    
 

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Exhibit
      C”

    


    Market
      Central, Inc.

    


    Incentive
      Stock Option Agreement

    


    1.
      Grant
      of Option.

    


    This
      Incentive Stock Option Agreement (this “Agreement”) evidences the grant
      by
      Market Central, Inc., a Delaware corporation (the “Company”), on October 8, 2004
      (the “Grant Date”) to Doyal Bryant, an employee of the Company (the “Employee”),
      of an option to purchase, in whole or in part, on the terms provided herein
      a
      total of 1,000,000 shares (the “Shares”) of common stock, $0.01 par value per
      share, of the Company (“Common Stock”) at $2.25 per Share. Unless earlier
      terminated, this option shall expire on October
      8, 2010 (the “Final Exercise Date”).

    


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

    


    2.
      Vesting Schedule.

    


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

     

    

      
        	
                 

              	
                
                  Stock
                    PriceTarget

                

              
	
                Year
                  1 (during
                  first year from commencement)

              	
                $5.25

              
	
                Year
                  2

              	
                6.00

              
	
                Year
                  3

              	
                6.75

              
	
                Year
                  4

              	
                7.50

              


      

    

     

     

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

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
      
         

      

    

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

            


    

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

            


    

    


    3.
      Exercise of Option.

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    4.
      Withholding.

    


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

    


    5.
      Nontransferability of Option.

     

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

    


    6.
      Disqualifying Disposition.

    


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

    
       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      	 	 	 
	 	MARKET
              CENTRAL, INC.
	 
 	 
 	 
 
	Dated:	 	 
	 	
              

            
	 	
              Signature

              Name

              Title

            


    

     

    EMPLOYEE’S
      ACCEPTANCE

    

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

    

    

      
        	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	 	 
	 	
                

              
	 	
                Signature

                Name:
                  Doyal Bryant

              


      

    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     

    “Exhibit
      D”

    


    Market
      Central, Inc.

    


    Incentive
      Stock Option Agreement

    


    1.
      Grant
      of Option.

    


    This
      Incentive Stock Option Agreement (this “Agreement”) evidences the grant
      by
      Market Central, Inc., a Delaware corporation (the “Company”), on October 8, 2004
      (the “Grant Date”) to Doyal Bryant, an employee of the Company (the “Employee”),
      of an option to purchase, in whole or in part, on the terms provided herein
      a
      total of 1,000,000 shares (the “Shares”) of common stock, $0.01 par value per
      share, of the Company (“Common Stock”) at $2.50 per Share. Unless earlier
      terminated, this option shall expire on October
      8, 2010 (the “Final Exercise Date”).

    


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

    


    2.
      Vesting Schedule.

    


    (a)  
      General. This option shall become available to Employee on the day that the
      stock of the Company is traded @ $10.00 per share for ten consecutive trading
      days. These amounts shall be adjusted for stock splits and stock
      dividends.

    


    3.
      Exercise of Option.

    


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

    


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

     

    
      
        
        

      

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

    


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

    


    4.
      Withholding.

    


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

    


    5.
      Nontransferability of Option.

    


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

    


    6.
      Disqualifying Disposition.

    


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

    


    
      
        
        

      

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

     

    
      	 	 	 
	 	MARKET
              CENTRAL, INC.
	 
 	 
 	 
 
	Dated: 	 	 
	 	
              

            
	 	
              Signature

              Name

              Title

            


    

    
EMPLOYEE’S
      ACCEPTANCE

    


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

    


    
      	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	 	 
	 	
              

            
	 	
              Signature

              Name:
                Doyal Bryant

            


    

     

     

    
      
        
        

      

      
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