EXHIBIT
        4.11

       

      NOTE
        WARRANT

       

      NEITHER
        THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE
        BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
        OR
        ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
        TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION
        UNDER
        THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED,
        IF
        REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL THAT SUCH TRANSFER IS
        IN
        COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE
        OF THE REGISTERED HOLDER).

       

    

    

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

      EXERCISE
        ARE SUBJECT TO THE RESTRICTIONS ON

      TRANSFER
        SET FORTH IN SECTION 3 OF THIS WARRANT

      
        
          

        

      

       

      
        
          	
                  Date
                    of Issuance: ______________, 2005

                	
                  Number
                    of Shares: __

                
	
                  No.
                    __

                	 
	 	 


        

      

    

    MARKET
      CENTRAL, INC. d/b/a SCIENTIGO,
      INC.

    
      
        Common
          Stock Purchase Warrant

        Market
          Central, Inc., d/b/a Scientigo, Inc., a Delaware corporation (the
“Company”), for value received, hereby certifies that
          ________________________________, or its registered assigns (the
“Registered Holder”), is entitled, subject to the terms
          and conditions set forth below, to purchase from the Company, in whole
          or in
          part, at any time and from time to time on or after the date of issuance
          and on
          or before 5:00 p.m., Atlanta, Georgia time, on June 30, 2010, but not thereafter
          (the “Exercise Period”), _____________ shares of Common
          Stock, $.001 par value per share, of the Company (the “Common
          Stock”), at an exercise price of $1.00 per share.  The shares
          purchasable upon exercise of this warrant (“Warrant”)
          and the exercise price per share  are hereinafter referred to as
          the
“Warrant Shares” and the “Exercise
          Price,” respectively.

        
          1.            
            Exercise.

          (a)          
            This Warrant may be exercised by the Registered Holderby surrendering
            this
            Warrant, along with the purchase form appended hereto as Exhibit A
            duly executed and completed by the Registered Holder or by the Registered
            Holder’s duly authorized attorney, at the principal office of the Company, or
            at
            such other office or agency as the Company may designate by notice in
            writing to
            the Registered Holder, accompanied by cash or certified cashier’s check payable
            to the Company (or wire transfer of immediately available funds), in
            lawful
            money of the United States, of the Exercise Price payable in respect
            of the
            number of Warrant Shares purchased upon such exercise (the “Aggregate
            Exercise Price”). 

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          (b)          
            Each exercise of this Warrant shall be deemed to have been effected immediately
            prior to the close of business on the day on which this Warrant shall
            have been
            surrendered to the Company as provided in Section 1(a) above (the
“Exercise Date”).  At such time, the person
            or
            persons in whose name or names any certificates for Warrant Shares shall
            be
            issuable upon such exercise as provided in Section 1(c) below shall be
            deemed to have become the holder or holders of record of the Warrant
            Shares
            represented by such certificates.

          (c)          
            Within ten (10) days after the date of exercise of this Warrant, the
            Company, at
            its expense, will cause to be issued in the name of, and delivered to,
            the
            Registered Holder, or as such Holder (upon payment by such Holder of
            any
            applicable transfer taxes) may direct, a certificate or certificates
            for the
            number of full Warrant Shares to which the Registered Holder shall be
            entitled
            upon such exercise plus, in lieu of any fractional share to which the
            Registered
            Holder would otherwise be entitled, cash in an amount determined pursuant
            to
Section 2 hereof.  Notwithstanding the foregoing,
            the Registered Holder shall be solely responsible for any income taxes
            payable
            and arising from the issuance or exercise of this Warrant, or any ad
            valorem property or intangible tax assessed against the Registered
            Holder.

          (d)          
            The Company shall use its best efforts toassist and cooperate with the
            Registered Holder to make any governmental filings or obtain any governmental
            approvals prior to or in connection with any exercise of this Warrant
            (including, without limitation, making any filings required to be made
            by the
            Company).

          (e)          
            Notwithstanding any other provision of this Warrant, if the exercise
            of all or
            any portion of this Warrant is to be made in connection with a registered
            public
            offering, a sale of the Company or any other transaction or event, such
            exercise
            may, at the election of the Registered Holder, be conditioned upon consummation
            of such transaction or event in which case such exercise shall not be
            deemed
            effective until the consummation of such transaction or event.

          2.            
            Fractional Shares.  No fractional shares will be issued
            upon the exercise of this Warrant.

          3.            
            Requirements for Transfer.

          (a)          
            This Warrant and the Warrant Shares shall not be sold or transferred
            unless
            either (i) they first shall have been registered under the Act
            or
            (ii) the Company first shall have been furnished with an opinion
            of legal
            counselto the effect that such sale or transfer is exempt from the registration
            requirements of the Act.

          (b)          
            Notwithstanding the foregoing, no registration or opinion of counsel
            shall be
            required for (i) a transfer by a Registered Holder which is a
            corporation
            to a wholly owned subsidiary of such corporation or to a corporation
            owned by
            the same parent entity of such corporation, a transfer by a Registered
            Holder
            which is a partnership to a partner of such partnership or a retired
            partner of
            such partnership or to the estate of any such partner or retired partner,
            or a
            transfer by a Registered Holder which is a limited liability company
            to a member
            of such limited liability company or a retired member or to the estate
            of any
            such member or retired member, provided that, as a condition to the Company
            effecting such transfer, the transferee in each case agrees in writing
            to be
            subject to the terms of this Section 3, or (ii) a transfer made
            in accordance with Rule 144 under the Act.

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          (c)          
            Each certificate representing Warrant Shares shall bear a legend substantially
            in the following form:

          THE
            SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
            ACT
            OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
            THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
            AND
            MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND
            THE
            APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
            THEREFROM.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION
            OF
            COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) IN FORM AND SUBSTANCE
            SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
            RESALE IS
            IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

          The
            foregoing legend shall be removed from the certificates representing
            any Warrant
            Shares, at the request of the holder thereof, at such time as they become
            eligible for resale pursuant to Rule 144(k) under the Act.

          4.            
            No Impairment.  The Company will not, by amendment of its
            charter or through reorganization, transfer of assets, consolidation,
            merger,
            dissolution, issue or sale of securities or any other voluntary action,
            avoid or
            seek to avoid the observance or performance of any of the terms of this
            Warrant,
            but will at all times in good faith assist in the carrying out of all
            such terms
            and in the taking of all such action as may be necessary or appropriate
            in order
            to protect the rights of the holder of this Warrant against
            impairment. 

          5.            
            Issuance Upon Exercise.  All shares of Common Stock
            issuable upon exercise of this Warrant will be duly and validly issued,
            fully
            paid and nonassessable and will be free of restrictions on transfer,
            other than
            restrictions on transfer under any agreement between the Holder and the
            Company
            and under applicable state and federal securities laws, and will be free
            from
            all taxes, liens and charges in respect of the issue thereof (other than
            taxes
            in respect of any transfer occurring contemporaneously or otherwise specified
            herein). 

          6.            
            Replacement of Warrant.  Upon receipt of evidence
            reasonably satisfactory to the Company (an affidavit of the Registered
            Holder
            shall be satisfactory) of the ownership and loss, theft, destruction
            or
            mutilation of any certificate evidencing this Warrant and in the case
            of loss,
            theft or destruction, upon delivery of an unsecured indemnity agreement
            of the
            Registered Holder in form reasonably satisfactory to the Company or in
            the case
            of mutilation, upon surrender and cancellation of such certificate, the
            Company
            shall, at its expense execute and deliver in lieu of such certificate,
            a new
            certificate of like kind representing the same rights represented by
            such lost,
            stolen, destroyed or mutilated certificate and dated the date of such
            lost,
            stolen, destroyed or mutilated certificate.

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          7.            
            Transfers, etc.

          (a)          
            The Company shall maintain a register at its principal executive office
            containing the name and address of the Registered Holder of this Warrant. 
            The Registered Holder may change its or his address as shown on the warrant
            register by written notice to the Company requesting such change.

          (b)          
            Subject to the provisions of Section 3 hereof, this Warrant and all
            rights hereunder are transferable, in whole or in part, upon surrender
            of this
            Warrant with a properly executed assignment (in the form of
Exhibit B hereto) at the principal executive office of the
            Company.

          (c)          
            Until any transfer of this Warrant is made in the warrant register, the
            Company
            may treat the Registered Holder as the absolute owner hereof for all
            purposes;
provided, however, that if and when this Warrant is properly assigned in
            blank, the Company may (but shall not be obligated to) treat the bearer
            hereof
            as the absolute owner hereof for all purposes, notwithstanding any notice
            to the
            contrary.

          (d)          
            The Company shall not close its books against the transfer of this Warrant
            or
            any share of Common Stock issued or issuable upon the exercise of this
            Warrant
            in any manner which interferes with the timely exercise of this Warrant. 
            

          8.            
            Mailing of Notices, etc. Any notice, request, demand or other
            communication required or permitted to be given to a party pursuant to
            the
            provisions of this Agreement will be in writing and will be effective
            and deemed
            given under this Agreement on the earliest of: (a) the date of personal
            delivery, (b) the date of transmission by facsimile, with confirmed transmission
            and receipt, (c) two (2) days after deposit with a nationally-recognized
            courier
            or overnight service such as Federal Express, or (d) five (5) days after
            mailing
            via certified mail, return receipt requested.  All notices not
            delivered
            personally or by facsimile will be sent with postage and other charges
            prepaid
            and properly addressed to the party to be notified at the address set
            forth for
            such party: 

          If
            to the
            Registered Holder:

          __________________________

          __________________________

          __________________________

          Fax:______________________

          Attn:
            _____________________

          If
            to the
            Company:

          Market
            Central, Inc. d/b/a Scientigo, Inc.

          Suite
            300

          7810
            Ballantyne Commons Parkway, NC 28277

          Fax: 
            (704) 319-2220

          Attn: 
            Chief Executive Officer

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          Any
            party
            hereto (and such party’s permitted assigns) may change such party’s address for
            receipt of future notices hereunder by giving written notice to the Company
            and
            the other parties hereto.

          9.            
            No Rights or Liabilities as Stockholder.  Until the
            exercise of this Warrant, the Registered Holder shall be entitled to
            notice of
            all stockholders meetings as required to be made to all stockholders
            in
            accordance with the Company’s bylaws, but except as otherwise required by
            applicable law, shall not be entitled to vote on any matters submitted
            to the
            stockholders for a vote.

          10.         
            Amendment or Waiver.   No term of this Warrant may be
            amended or waived without the written consent of the Company and the
            Registered
            Holder.  

          11.         
            Successors and Assigns.  This Warrant shall be binding
            upon and inure to the benefit of the Registered Holder and its assigns,
            and
            shall be binding upon any entity succeeding to the Company by consolidation,
            merger or acquisition of all or substantially all of the Company’s assets. 
            The Company may not assign this Warrant or any rights or obligations
            hereunder
            without the prior written consent of the Registered Holder.  The
            Registered
            Holder may assign this Warrant with the Company’s prior written consent.


          12.         
            Remedies.    In the event of a breach
            by the
            Company of any of its obligations under this Warrant, the Registered
            Holder, in
            addition to being entitled to exercise all rights granted by law, including
            recovery of damages, will be entitled to specific performance of its
            rights
            under this Warrant.  The Company agrees that monetary damages
            would not
            provide adequate compensation for any losses incurred by reason of its
            breach of
            any of the provisions of this Warrant and hereby further agrees that,
            in the
            event of any action for specific performance in respect of such breach,
            it shall
            waive the defense that a remedy at law would be adequate.

          13.         
            Section Headings.  The section headings in this Warrant
            are for the convenience of the parties and in no way alter, modify, amend,
            limit
            or restrict the contractual obligations of the parties.

          14.         
            Counterparts.  This Warrant may be
            executed in two or more counterparts, each of which will be deemed an
            original
            but all of which together will constitute one and the same
            instrument.

          15.         
            Severability.  The provisions of this
            Warrant will be deemed severable and the invalidity or unenforceability
            of any
            provision hereof will not affect the validity or enforceability of the
            other
            provisions hereof; provided that if any provision of this Warrant, as
            applied to
            any party or to any circumstance, is adjudged by a court, governmental
            body,
            arbitrator, or mediator not to be enforceable in accordance with its
            terms, the
            parties agree that the court, governmental body, arbitrator, or mediator
            making
            such determination will have the power to modify the provision in a manner
            consistent with its objectives such that it is enforceable, and/or to
            delete
            specific words or phrases, and in its reduced form, such provision will
            then be
            enforceable and will be enforced.

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          16.         
            Third Parties.Nothing in this Warrant, express or implied, is
            intended to confer upon any person other than the parties hereto and
            their
            successors and assigns, any rights or remedies under or by reason of
            this
            Warrant.

          17.         
            Governing Law. This Warrant and the performance of the
            transactions and the obligations of the parties hereunder will be governed
            by
            and construed and enforced in accordance with the laws of the State of
            Delaware,
            without giving effect to any choice of law principles.

          [SIGNATURE
            PAGE FOLLOWS]

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        
 

        
          IN
            WITNESS WHEREOF, the Company has caused this Warrant to be signed and
            attested by its duly authorized officers under its corporate seal and
            to be
            dated the Date of Issuance hereof.

           

          MARKET
            CENTRAL, INC. d/b/a SCIENTIGO, INC.

          By:___________________________________

          Name:

          Title:

          [Corporate
            Seal]                                                  
            

          ATTEST:

          _________________________

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      EXHIBIT
        A

       

      PURCHASE
        FORM

       

      
        	
                To:_________________ 

              	
                
                

              	
                Dated:____________

              


      

                                                                                                                       
        

      The
        undersigned, pursuant to the provisions set forth in the attached Warrant,
        hereby irrevocably elects to purchase _____ shares of the Common Stock covered
        by such Warrant.

       

      The
        undersigned herewith makes payment of the full exercise price for such shares
        at
        the price per share provided for in such Warrant, which is $________ in lawful
        money of the United States.

      
 

      
        	
                 

                 

              	
                _______________________________________

                 

                By: ____________________________________

                      
                  Name:

                
                        
                    Title:

                

                 

                Address: _______________________________

                
                                   _______________________________

                

                 

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

       

      ASSIGNMENT
        FORM

       

       

      FOR
        VALUE
        RECEIVED, ________________________________________ hereby sells, assigns
        and
        transfers all of the rights of the undersigned under the attached Warrant
        with
        respect to the number of shares of Common Stock covered thereby set forth
        below,
        unto:

       

      
        	
                Name
                  of Assignee

              	
                Address

              	
                No.
                  of Shares

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              


      

       

      Dated:_____________________                                                                                                                                                
        

      [___________________________]

      _____________________________

      Name:

      Title:

      Signature
        Guaranteed:

       

      By: _______________________

       

      The
        signature should be guaranteed by an eligible guarantor institution (banks,
        stockbrokers, savings and loan associations and credit unions with membership
        in
        an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
        under the Securities Exchange Act of 1934.