Exhibit
        4.9

      


      SECURITY
        AGREEMENT

      


      THIS
        SECURITY AGREEMENT (this “Agreement”),
        dated
        as of September 30, 2005, is made by Market Central, Inc. dba Scientigo,
        Inc., a
        Delaware corporation (the "Company"),
        for
        the benefit of the secured parties signatory hereto pursuant to powers of
        attorney granted to CrossHill Georgetown Capital, LP, a Delaware limited
        partnership (“CrossHill”) and their respective endorsees, transferees and
        assigns, all as set forth on Exhibit
        A
        attached
        hereto and made a part hereof, as amended from time to time (collectively,
        the
        "Secured
        Party").

      


      W
        I T N E S S E T H:

      


      WHEREAS,
        the Company has completed an offering (the “Offering”) and has issued Six
        Million Six Hundred Thirty Three Thousand Nine Hundred Fifty Dollars
        ($6,633,950.00) Principal Amount of Scientigo 2005 6.4% Senior Convertible
        Notes
        (the “Senior Notes”) and Warrants (the “Warrants”) to purchase the common stock,
        $0.001 par value per share, of the Company (the “Common Stock”), which Offering
        was authorized by the Board of Directors of the Company;

      


      WHEREAS,
        the terms of the Company’s Offering provide that the repayment of the Senior
        Notes is to be secured by the grant by the Company to the Secured Party of
        a
        first lien priority security interest in and to all of the intellectual property
        assets of the Company;

      


      WHEREAS,
        pursuant to a Subscription Agreement between the Company and each person
        or
        entity comprising the Secured Party (the “Purchase
        Agreement”),
        the
        Company has issued to the Secured Party the Senior Notes and the Warrants;
        and

      


      WHEREAS,
        in order to induce the Secured Party to purchase the Senior Notes, the Company
        has agreed to execute and deliver to the Secured Party this Agreement for
        the
        benefit of the Secured Party and to grant to it a security interest in certain
        property of the Company to secure the prompt payment, performance and discharge
        in full of all of the Company’s obligations under the Senior Notes; and


      


      WHEREAS,
        CrossHill has been authorized and has agreed to act as the duly authorized
        agent
        of the Secured Parties.

      


      NOW,
        THEREFORE, in consideration of the agreements herein contained and for other
        good and valuable consideration, the receipt and sufficiency of which is
        hereby
        acknowledged, the parties hereto hereby agree as follows:

      


      1. Certain
        Definitions.
        As used
        in this Agreement, the following terms shall have the meanings set forth
        in this
        Section 1. Terms used but not otherwise defined in this Agreement that are
        defined in Article 9 of the UCC (such as “general
        intangibles”
        and
“proceeds”)
        shall
        have the respective meanings given such terms in Article 9 of the
        UCC.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (a) “Collateral”
        means
        the collateral in which the Secured Party is granted a security interest
        by this
        Agreement and which shall include the following, whether presently owned
        or
        existing or hereafter acquired or coming into existence, and all additions
        and
        accessions thereto and all substitutions and replacements thereof, and all
        proceeds, products and accounts thereof, including, without limitation, all
        proceeds from the sale or transfer of the Collateral and of insurance covering
        the same and of any tort claims in connection therewith:

      


      (i) All
        Intellectual Property Rights owned or licensed by the Company. For purposes
        hereof, “Intellectual Property Rights” means: (a) all inventions (whether
        patentable or unpatentable and whether or not reduced to practice), patents,
        patent applications, and patent disclosures, together with all reissuances,
        continuations, continuations-in-part, revisions, extensions, and re-examinations
        thereof, (b) any trademarks, service marks, trade dress, logos, trade names,
        domain names and corporate names, together with all translations, adaptations,
        derivations, and combinations thereof and including all goodwill associated
        therewith, the business associated therewith, which business is ongoing,
        and all
        applications, registrations and renewals, (c) copyrightable and copyrighted
        works, all copyrights, and all applications, registrations, and renewals
        in
        connection therewith, (d) trade secrets and confidential business information
        (including ideas, research and development, know-how, formulas, compositions,
        manufacturing and production processes and techniques, designs, drawings,
        specifications, technical data, customer and supplier lists, pricing and
        cost
        information, and business and marketing plans and proposals) in connection
        therewith, (e) computer software in connection therewith, (f) database rights
        in
        connection therewith, (g) design rights and registered designs and all
        documentation and media constituting or describing any of the foregoing and
        all
        copies and tangible embodiments thereof (in whatever form or medium and whether
        or not any of the foregoing is registered) in connection therewith, and (h)
        any
        other proprietary rights associated with the Intellectual Property, including
        all options to make, use and sell and any moral rights, pertaining to any
        product or service designed, manufactured, sold, distributed, marketed, used,
        performed, employed or exploited, and all rights or forms of protection of
        a
        similar nature or having equivalent or similar effect to any of those which
        may
        subsist anywhere in the world; 

      


      (ii) $5,000,000
        in cash (the “Cash
        Collateral”)
        which
        may be substituted for certain of the Collateral as set forth in Section
        11
        hereof ; and 

      


      (iii) The
        products and proceeds of all of the foregoing Collateral set forth in clauses
        (i) and (ii) above.

      


      (b) “Company”
        shall
        mean, collectively, Company and all of the subsidiaries of Company, a list
        of
        which is contained in Schedule
        A,
        attached hereto.

      


      (c) “Obligations”
        means
        all of the Company’s obligations under this Agreement and the Senior Notes, in
        each case, whether now or hereafter existing, voluntary or involuntary, direct
        or indirect, absolute or contingent, liquidated or unliquidated, whether
        or not
        jointly owed with others, and whether or not from time to time decreased
        or
        extinguished and later decreased, created or incurred, and all or any portion
        of
        such obligations or liabilities that are paid, to the extent all or any part
        of
        such payment is avoided or recovered directly or indirectly from the Secured
        Party as a preference, fraudulent transfer or otherwise as such obligations
        may
        be amended, supplemented, converted, extended or modified from time to
        time.

      


      
        
          
          

        

        
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      (d) “UCC”
        means
        the Uniform Commercial Code, as currently in effect in the State of
        Georgia.

      


      (e) “XML
        Patents”
        means
        those certain patents owned by the Company as described on Schedule
        B,
        attached hereto. 

      


      2. Grant
        of Security Interest.
        As an
        inducement for the Secured Party to purchase the Senior Notes and to secure
        the
        complete and timely payment, performance and discharge in full, as the case
        may
        be, of all of the Obligations, the Company hereby, unconditionally and
        irrevocably, pledges, grants and hypothecates to the Secured Party, a continuing
        security interest in, a continuing lien upon, an unqualified right to possession
        and disposition of and a right of set-off against, in each case to the fullest
        extent permitted by law, all of the Company's right, title and interest of
        whatsoever kind and nature in and to the Collateral (the "Security
        Interest").

      


      3. Representations,
        Warranties, Covenants and Agreements of the Company.
        The
        Company represents and warrants to, and covenants and agrees with, the Secured
        Party as follows: 

      


      (a) The
        Company has the requisite corporate power and authority to enter into this
        Agreement and otherwise to carry out its obligations thereunder. The execution,
        delivery and performance by the Company of this Agreement and the filings
        contemplated therein have been duly authorized by all necessary action on
        the
        part of the Company and no further action is required by the Company. This
        Agreement constitutes a legal, valid and binding obligation of the Company
        enforceable in accordance with its terms, except as enforceability may be
        limited by bankruptcy, insolvency, reorganization, moratorium or similar
        laws
        affecting the enforcement of creidtor’s rights generally.

      


      (b) The
        Company represents and warrants that it has no place of business or offices
        where its respective books of account and records are kept (other than
        temporarily at the offices of its attorneys or accountants) or places where
        Collateral is stored or located, except as set forth on Schedule
        A
        attached
        hereto;

      


      (c) The
        Company is the sole owner of the Collateral (except for non-exclusive licenses
        granted by the Company in the ordinary course of business), free and clear
        of
        any liens, security interests, encumbrances, rights or claims, except as
        set
        forth on Schedule
        3(c),
        and is
        fully authorized to grant the Security Interest in and to pledge the Collateral.
        There is not on file in any governmental or regulatory authority, agency
        or
        recording office an effective financing statement, security agreement, license
        or transfer or any notice of any of the foregoing (other than those that
        have
        been filed in favor of the Secured Party pursuant to this Agreement) covering
        or
        affecting any of the Collateral. So long as this Agreement shall be in effect,
        the Company shall not execute and shall not knowingly permit to be on file
        in
        any such office or agency any such financing statement or other document
        or
        instrument (except to the extent filed or recorded in favor of the Secured
        Party
        pursuant to the terms of this Agreement).

      


      
        
          
          

        

        
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      (d) No
        part
        of the Collateral has been judged invalid or unenforceable. No written claim
        has
        been received that any Collateral or the Company’s use of any Collateral
        violates the rights of any third party. There has been no adverse decision
        to
        the Company’s claim of ownership rights in or exclusive rights to use the
        Collateral in any jurisdiction or to the Company's right to keep and maintain
        such Collateral in full force and effect, and there is no proceeding involving
        said rights pending or, to the best knowledge of the Company, threatened
        before
        any court, judicial body, administrative or regulatory agency, arbitrator
        or
        other governmental authority. 

      


      (e) The
        Company shall at all times maintain its books of account and records relating
        to
        the Collateral at its principal place of business and its Collateral at the
        locations set forth on Schedule
        A
        attached
        hereto and may not relocate such books of account and records or tangible
        Collateral unless it delivers to the Secured Party at least 30 days prior
        to
        such relocation (i) written notice of such relocation and the new location
        thereof (which must be within the United States) and (ii) evidence
        that
        appropriate financing statements and other necessary documents have been
        filed
        and recorded and other steps have been taken to perfect the Security Interest
        to
        create in favor of the Secured Party valid, perfected and continuing liens
        in
        the Collateral. 

      


      (f) This
        Agreement creates in favor of the Secured Party a valid security interest
        in the
        Collateral securing the payment and performance of the Obligations and, upon
        making the filings described in the immediately following sentence, a perfected
        security interest in such Collateral. Except for the filing of financing
        statements on Form-1 under the UCC with the jurisdictions indicated on
Schedule
        C  attached
        hereto and
        the
        filing of appropriate assignment forms with the US Patent and Trademark Office
        “USPTO”), no authorization or approval of or filing with or notice to any
        governmental authority or regulatory body is required either (i) for the
        grant
        by the Company of, or the effectiveness of, the Security Interest granted
        hereby
        or for the execution, delivery and performance of this Agreement by the Company
        or (ii) for the perfection of or exercise by the Secured Party of its rights
        and
        remedies hereunder. 

      


      (g) On
        the
        date of execution of this Agreement, the Company will deliver to the Secured
        Party (a) one or more executed UCC financing statements on Form-UCC1 with
        respect to the Security Interest for filing with the jurisdictions indicated
        on
Schedule
        C,
        attached hereto and in such other jurisdictions as may be requested by the
        Secured Party, and (b) one or more executed USPTO assignment forms for filing
        with the USPTO.

      


      (h) The
        execution, delivery and performance of this Agreement does not conflict with
        or
        cause a breach or default, or an event that with or without the passage of
        time
        or notice, shall constitute a breach or default, under any agreement to which
        the Company is a party or by which the Company is bound. No consent (including,
        without limitation, from stock holders or creditors of the Company) is required
        for the Company to enter into and perform its obligations
        hereunder.

      


      (i) The
        Company shall at all times maintain the liens and Security Interest provided
        for
        hereunder as valid and perfected liens and security interests in the Collateral
        in favor of the Secured Party until this Agreement and the Security Interest
        hereunder shall terminate pursuant to Section 11. The Company hereby agrees
        to
        defend the same against any and all persons. The Company shall safeguard
        and
        protect all Collateral for the account of the Secured Party. At the request
        of
        the Secured Party, the Company will sign and deliver to the Secured Party
        at any
        time or from time to time one or more financing statements pursuant to the
        UCC
        (or any other applicable statute) in form reasonably satisfactory to the
        Secured
        Party and will pay the cost of filing the same in all public offices wherever
        filing is, or is deemed by the Secured Party to be, necessary or desirable
        to
        effect the rights and obligations provided for herein. Without limiting the
        generality of the foregoing, the Company shall pay all fees, taxes and other
        amounts necessary to maintain the Collateral and the Security Interest
        hereunder, and the Company shall obtain and furnish to the Secured Party
        from
        time to time, upon demand, such releases and/or subordinations of claims
        and
        liens which may be required to maintain the priority of the Security Interest
        hereunder. 

      


      
        
          
          

        

        
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      (j) The
        Company will not transfer, pledge, hypothecate, encumber, license (except
        for
        non-exclusive licenses granted by the Company in the ordinary course of
        business), sell or otherwise dispose of any of the Collateral without the
        prior
        written consent of the Secured Party.

      


      (k) The
        Company shall, within ten (10) days of obtaining knowledge thereof, advise
        the
        Secured Party promptly, in sufficient detail, of any substantial change in
        the
        Collateral, and of the occurrence of any event which would have a material
        adverse effect on the value of the Collateral or on the Secured Party's security
        interest therein.

      


      (l) The
        Company shall promptly execute and deliver to the Secured Party such further
        deeds, mortgages, assignments, security agreements, financing statements
        or
        other instruments, documents, certificates and assurances and take such further
        action as the Secured Party may from time to time request and may in its
        sole
        discretion deem necessary to perfect, protect or enforce its security interest
        in the Collateral.

      


      (m) The
        Company shall permit the Secured Party and its representatives and agents
        to
        inspect the Collateral at any time, and to make copies of records pertaining
        to
        the Collateral as may be requested by the Secured Party from time to
        time.

      


      (n) The
        Company will take all steps reasonably necessary to diligently pursue and
        seek
        to preserve, enforce and collect any rights, claims, causes of action and
        accounts receivable in respect of the Collateral.

      


      (o) The
        Company shall promptly notify the Secured Party in sufficient detail upon
        becoming aware of any attachment, garnishment, execution or other legal process
        levied against any Collateral and of any other information received by the
        Company that may materially affect the value of the Collateral, the Security
        Interest or the rights and remedies of the Secured Party hereunder.

      


      (p) All
        information heretofore, herein or hereafter supplied to the Secured Party
        by or
        on behalf of the Company with respect to the Collateral is accurate and complete
        in all material respects as of the date furnished.

      


      (q) Schedule
        A
        attached
        hereto contains a list of all of the subsidiaries of Company.

      


      4. Defaults.
        The
        following events shall be "Events
        of Default":

      


      
        
          
          

        

        
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      (a) The
        failure of the Company to pay any amount due under the Senior Notes within
        five
        (5) days of the due date;

      


      (b) Any
        representation or warranty of the Company in this Agreement shall prove to
        have
        been incorrect in any material respect when made; and

      


      (c) The
        failure by the Company to observe or perform any of its obligations hereunder
        for thirty (30) days after receipt by the Company of notice of such failure
        from
        the Secured Party; and

      


      5. Duty
        To Hold In Trust.
        Upon
        the occurrence of any Event of Default and at any time thereafter, the Company
        shall, upon receipt by it of any revenue, income or other sums subject to
        the
        Security Interest, whether payable pursuant to the Senior Notes or otherwise,
        or
        of any check, draft, note, trade acceptance or other instrument evidencing
        an
        obligation to pay any such sum, hold the same in trust for the Secured Party
        and
        shall forthwith endorse and transfer any such sums or instruments, or both,
        to
        the Secured Party for application to the satisfaction of the
        Obligations.

      


      6. Rights
        and Remedies Upon Default.
        Upon
        occurrence of any Event of Default and at any time thereafter, then CrossHill,
        as duly authorized attorney in fact for the Secured Parties, shall have the
        right to exercise all of the remedies conferred hereunder and under the Senior
        Notes, and the Secured Party shall have all the rights and remedies of a
        secured
        party under the UCC and/or any other applicable law (including the Uniform
        Commercial Code of any jurisdiction in which any Collateral is then located).
        Without limitation, the Secured Party shall have the following rights and
        powers:

      


      (a) The
        Secured Party shall have the right to take possession of the Collateral and,
        for
        that purpose, enter, with the aid and assistance of any person, any premises
        where the Collateral, or any part thereof, is or may be placed and remove
        the
        same, and the Company shall assemble the Collateral and make it available
        to the
        Secured Party at places which the Secured Party shall reasonably select,
        whether
        at the Company's premises or elsewhere, and make available to the Secured
        Party,
        without rent, all of the Company’s respective premises and facilities for the
        purpose of the Secured Party taking possession of, removing or putting the
        Collateral in saleable or disposable form.

      


      (b) The
        Secured Party shall have the right to operate the business of the Company
        using
        the Collateral and shall have the right to assign, sell, lease or otherwise
        dispose of and deliver all or any part of the Collateral, at public or private
        sale or otherwise, either with or without special conditions or stipulations,
        for cash or on credit or for future delivery, in such parcel or parcels and
        at
        such time or times and at such place or places, and upon such terms and
        conditions as the Secured Party may deem commercially reasonable, all without
        (except as shall be required by applicable statute and cannot be waived)
        advertisement or demand upon or notice to the Company or right of redemption
        of
        the Company, which are hereby expressly waived. Upon each such sale, lease,
        assignment or other transfer of Collateral, the Secured Party may, unless
        prohibited by applicable law which cannot be waived, purchase all or any
        part of
        the Collateral being sold, free from and discharged of all trusts, claims,
        right
        of redemption and equities of the Company, which are hereby waived and
        released.

      


      
        
          
          

        

        
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      7. Applications
        of Proceeds.
        The
        proceeds of any such sale, lease or other disposition of the Collateral
        hereunder shall be applied first, to the expenses of retaking, holding, storing,
        processing and preparing for sale, selling, and the like (including, without
        limitation, any taxes, fees and other costs incurred in connection therewith)
        of
        the Collateral, to the reasonable attorneys' fees and expenses incurred by
        the
        Secured Party in enforcing its rights hereunder and in connection with
        collecting, storing and disposing of the Collateral, and then to satisfaction
        of
        the Obligations, and to the payment of any other amounts required by applicable
        law, after which the Secured Party shall pay to the Company any surplus
        proceeds. If, upon the sale, license or other disposition of the Collateral,
        the
        proceeds thereof are insufficient to pay all amounts to which the Secured
        Party
        is legally entitled, the Company will be liable for the deficiency, together
        with interest thereon, at the rate of fifteen percent (15%) per annum (the
        "Default
        Rate"),
        and
        the reasonable fees of any attorneys employed by the Secured Party to collect
        such deficiency. To the extent permitted by applicable law, the Company waives
        all claims, damages and demands against the Secured Party arising out of
        the
        repossession, removal, retention or sale of the Collateral, unless due to
        the
        gross negligence or willful misconduct of the Secured Party.

      


      8. Costs
        and Expenses.
        The
        Company agrees to pay all out-of-pocket fees, costs and expenses incurred
        in
        connection with any filing required hereunder, including without limitation,
        any
        financing statements, continuation statements, partial releases and/or
        termination statements related thereto or any expenses of any searches
        reasonably required by the Secured Party. The Company shall also pay all
        other
        claims and charges which in the reasonable opinion of the Secured Party might
        prejudice, imperil or otherwise affect the Collateral or the Security Interest
        therein. The Company will also, upon demand, pay to the Secured Party the
        amount
        of any and all reasonable expenses, including the reasonable fees and expenses
        of its counsel and of any experts and agents, which the Secured Party may
        incur
        in connection with (i) the enforcement of this Agreement, (ii) the custody
        or
        preservation of, or the sale of, collection from, or other realization upon,
        any
        of the Collateral, or (iii) the exercise or enforcement of any of the rights
        of
        the Secured Party under the Senior Notes. Until so paid, any fees payable
        hereunder shall be added to the principal amount of the Senior Notes and
        shall
        bear interest at the Default Rate.

      


      9. Responsibility
        for Collateral.
        The
        Company assumes all liabilities and responsibility in connection with all
        Collateral, and the obligations of the Company hereunder or under the Senior
        Notes and the Warrants shall in no way be affected or diminished by reason
        of
        the loss, destruction, damage or theft of any of the Collateral or its
        unavailability for any reason. 

      


      10. Security
        Interest Absolute.
        All
        rights of the Secured Party and all Obligations of the Company hereunder,
        shall
        be absolute and unconditional, irrespective of: (a) any lack of validity
        or
        enforceability of this Agreement, the Senior Notes, the Warrants or any
        agreement entered into in connection with the foregoing, or any portion hereof
        or thereof; (b) any change in the time, manner or place of payment or
        performance of, or in any other term of, all or any of the Obligations, or
        any
        other amendment or waiver of or any consent to any departure from the Senior
        Notes, the Warrants or any other agreement entered into in connection with
        the
        foregoing; (c) any exchange, release or nonperfection of any of the Collateral,
        or any release or amendment or waiver of or consent to departure from any
        other
        collateral for, or any guaranty, or any other security, for all or any of
        the
        Obligations; (d) any action by the Secured Party to obtain, adjust, settle
        and
        cancel in its sole discretion any insurance claims or matters made or arising
        in
        connection with the Collateral; or (e) any other circumstance which might
        otherwise constitute any legal or equitable defense available to the Company,
        or
        a discharge of all or any part of the Security Interest granted hereby. Until
        this Agreement is terminated in accordance with Section 11 herein, the rights
        of
        the Secured Party shall continue even if the Obligations are barred for any
        reason, including, without limitation, the running of the statute of limitations
        or bankruptcy. The Company expressly waives presentment, protest, notice
        of
        protest, demand, notice of nonpayment and demand for performance. In the
        event
        that at any time any transfer of any Collateral or any payment received by
        the
        Secured Party hereunder shall be deemed by final order of a court of competent
        jurisdiction to have been a voidable preference or fraudulent conveyance
        under
        the bankruptcy or insolvency laws of the United States, or shall be deemed
        to be
        otherwise due to any party other than the Secured Party, then, in any such
        event, the Company's obligations hereunder shall survive cancellation of
        this
        Agreement, and shall not be discharged or satisfied by any prior payment
        thereof
        and/or cancellation of this Agreement, but shall remain a valid and binding
        obligation enforceable in accordance with the terms and provisions hereof.
        The
        Company waives all right to require the Secured Party to proceed against
        any
        other person or to apply any Collateral which the Secured Party may hold
        at any
        time, or to marshal assets, or to pursue any other remedy. The Company waives
        any defense arising by reason of the application of the statute of limitations
        to any obligation secured hereby.

      


      
        
          
          

        

        
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      11. Term
        of Agreement; Substitution of Collateral; Partial Release of
        Collateral.
        

      


      (a) This
        Agreement and the Security Interest shall terminate on the date on which
        the
        Principal Amount of the Senior Notes issued by the Company, together with
        all
        accrued but unpaid interest thereon, has been paid in full and/or converted
        into
        shares of Common Stock pursuant to the terms of the Senior Notes. Upon such
        termination, the Secured Party, at the request and at the expense of the
        Company, will join in executing any termination statement with respect to
        any
        financing statements and USPTO assignment forms executed and filed pursuant
        to
        this Agreement. 

      


      (b) This
        Agreement and the Security Interest shall terminate with respect to the XML
        Patents on the earlier of (i) the date on which the Cash Collateral has been
        deposited by the Company with CrossHill for the benefit of the Secured Party,
        or
        (ii) the date of which not less than $5,000,000 of the Principal Amount of
        the
        Senior Notes issued by the Company, together with all accrued but unpaid
        interest thereon, has been paid in full and/or converted into shares of Common
        Stock pursuant to the terms of the Senior Notes. Upon such termination, the
        Secured Party, at the request and at the expense of the Company, will join
        in
        executing any amendments, releases and/or termination statements with respect
        to
        any financing statements and USPTO assignment forms executed and filed pursuant
        to this Agreement required to release such XML Patents from the terms of
        this
        Agreement. 

      


      (c) If
        after
        substitution of the Cash Collateral for the XML Patents, the Company notifies
        CrossHill in writing of the conversion into shares of Common Stock and/or
        repayment of any or all of the Principal Amount of the Senior Notes, the
        Secured
        Party shall, after review of the evidence of such conversion and/or repayment,
        release a pro rata portion of such Cash Collateral being held to the Company
        based upon the portion of the Principal Amount of such Senior Notes so converted
        and/or repaid. This procedure shall not occur more often than once every
        thirty
        (30) day period.

      


      
        
          
          

        

        
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      12. Power
        of Attorney; Further Assurances.
        

      


      (a) The
        Company authorizes CrossHill, as the duly authorized agent of the Secured
        Parties, and does hereby make, constitute and appoint CrossHill, and its
        respective officers, agents, successors or assigns with full power of
        substitution, as the Company's true and lawful attorney-in-fact, with power,
        in
        its own name or in the name of the Company, to, after the occurrence and
        during
        the continuance of an Event of Default, (i) endorse any notes, checks, drafts,
        money orders, or other instruments of payment (including payments payable
        under
        or in respect of any policy of insurance) in respect of the Collateral that
        may
        come into possession of the Secured Party; (ii) to sign and endorse any UCC
        financing statement or any invoice, freight or express bill, bill of lading,
        storage or warehouse receipts, drafts against debtors, assignments,
        verifications and notices in connection with accounts, and other documents
        relating to the Collateral; (iii) to pay or discharge taxes, liens, security
        interests or other encumbrances at any time levied or placed on or threatened
        against the Collateral; (iv) to demand, collect, receipt for, compromise,
        settle
        and sue for monies due in respect of the Collateral; and (v) generally, to
        do,
        and at the Company's expense, at any time, or from time to time, all acts
        and
        things which CrossHill deems necessary to protect, preserve and realize upon
        the
        Collateral and the Security Interest granted therein in order to effect the
        intent of this Agreement, the Senior Notes and the Warrants, all as fully
        and
        effectually as the Company might or could do; and the Company hereby ratifies
        all that said attorney shall lawfully do or cause to be done by virtue hereof.
        This power of attorney is coupled with an interest and shall be irrevocable
        for
        the term of this Agreement and thereafter as long as any of the Obligations
        shall be outstanding.

      


      (b) On
        a
        continuing basis, the Company will make, execute, acknowledge, deliver, file
        and
        record, as the case may be, in the proper filing and recording places in
        any
        jurisdiction, including, without limitation, the jurisdictions indicated
        on
Schedule
        C
        attached
        hereto, all such instruments, and take all such action as may reasonably
        be
        deemed necessary or advisable, or as reasonably requested by the Secured
        Party,
        to perfect the Security Interest granted hereunder and otherwise to carry
        out
        the intent and purposes of this Agreement, or for assuring and confirming
        to the
        Secured Party the grant or perfection of a security interest in all the
        Collateral.

      


      (c) The
        Company hereby irrevocably appoints CrossHill as the Company's attorney-in-fact,
        with full authority in the place and stead of the Company and in the name
        of the
        Company, from time to time in CrossHill's discretion, to take any action
        and to
        execute any instrument which CrossHill may deem necessary or advisable to
        accomplish the purposes of this Agreement, including the filing, in its sole
        discretion, of one or more financing or continuation statements and amendments
        thereto, relative to any of the Collateral without the signature of the Company
        where permitted by law.

      


      13. Acknowledgement
        of CrossHill and Yarbrough.
        CrossHill acknowledges that a member of CrossHill Georgetown Management LLC,
        which is the general partner of CrossHill, Stuart J. Yarbrough (“Yarbrough”), is
        the Chairman of the Board and a member of the Board of Directors of the Company.
        CrossHill and Yarbourgh (pursuant to his execution of this Agreement for
        the
        sole purpose of this Section 13) agree that Yarbrough will abstain and not
        participate in any action or failure to take action pursuant to the terms
        of
        this Agreement for so long as Yarbrough remains a director or executive officer
        of the Company.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      14. Notices.
        All
        notices, requests, demands and other communications hereunder shall be in
        writing, with copies to all the other parties hereto, and shall be deemed
        to
        have been duly given when (i) if delivered by hand, upon receipt, (ii) if
        sent
        by nationally recognized overnight delivery service (receipt requested),
        the
        next business day or (iii) if mailed by first-class certified mail, return
        receipt requested, postage prepaid, four days after posting in the U.S. mails,
        in each case if delivered to the following addresses:

      


      
        	 	
                If
                  to the Company:

              	
                Market
                  Central, Inc.

              


      

      6701
        Carmel Road

      Suite
        205

      Charlotte,
        NC 28226

      Attention:
        Clifford
        Clark,
        Chief
        Financial Officer

      


      
        	 	
                With
                  copies to:

              	
                Greenberg
                  Traurig, LLP

              


      

      Suite
        400

      3290
        Northside Parkway

      Atlanta,
        GA 30327

      Attention:
        Gerald L. Baxter 

      


      
        	 	
                If
                  to the Secured Party:

              	
                CrossHill
                  Georgetown Capital, LP

              


      

      
        	 	 	
                1000
                  Wilson Blvd.

              


      

      
        	 	 	
                Suite
                  1850

              


      

      
        	 	 	
                Arlington,
                  VA 22209

              


      

      
        	 	 	
                Attention:
                  Stephen X. Graham

              


      

      


      15. Other
        Security.
        To the
        extent that the Obligations are now or hereafter secured by property other
        than
        the Collateral or by the guarantee, endorsement or property of any other
        person,
        firm, corporation or other entity, then the Secured Party shall have the
        right,
        in its sole discretion, to pursue, relinquish, subordinate, modify or take
        any
        other action with respect thereto, without in any way modifying or affecting
        any
        of the Secured Party’s rights and remedies hereunder.

      


      16. Miscellaneous.
        

      


      (a) No
        course
        of dealing between the Company and the Secured Party, nor any failure to
        exercise, nor any delay in exercising, on the part of the Secured Party,
        any
        right, power or privilege hereunder or under the Senior Notes shall operate
        as a
        waiver thereof; nor shall any single or partial exercise of any right, power
        or
        privilege hereunder or thereunder preclude any other or further exercise
        thereof
        or the exercise of any other right, power or privilege.

      


      (b) All
        of
        the rights and remedies of the Secured Party with respect to the Collateral,
        whether established hereby or by the Senior Notes or by any other agreements,
        instruments or documents or by law shall be cumulative and may be exercised
        singly or concurrently.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (c) This
        Agreement constitutes the entire agreement of the parties with respect to
        the
        subject matter hereof and is intended to supersede all prior negotiations,
        understandings and agreements with respect thereto. Except as specifically
        set
        forth in this Agreement, no provision of this Agreement may be modified or
        amended except by a written agreement specifically referring to this Agreement
        and signed by the parties hereto.

      


      (d) In
        the
        event that any provision of this Agreement is held to be invalid, prohibited
        or
        unenforceable in any jurisdiction for any reason, unless such provision is
        narrowed by judicial construction, this Agreement shall, as to such
        jurisdiction, be construed as if such invalid, prohibited or unenforceable
        provision had been more narrowly drawn so as not to be invalid, prohibited
        or
        unenforceable. If, notwithstanding the foregoing, any provision of this
        Agreement is held to be invalid, prohibited or unenforceable in any
        jurisdiction, such provision, as to such jurisdiction, shall be ineffective
        to
        the extent of such invalidity, prohibition or unenforceability without
        invalidating the remaining portion of such provision or the other provisions
        of
        this Agreement and without affecting the validity or enforceability of such
        provision or the other provisions of this Agreement in any other
        jurisdiction.

      


      (e) No
        waiver
        of any breach or default or any right under this Agreement shall be considered
        valid unless in writing and signed by the party giving such waiver, and no
        such
        waiver shall be deemed a waiver of any subsequent breach or default or right,
        whether of the same or similar nature or otherwise.

      


      (f) This
        Agreement shall be binding upon and inure to the benefit of each party hereto
        and its successors and assigns.

      


      (g) Each
        party shall take such further action and execute and deliver such further
        documents as may be necessary or appropriate in order to carry out the
        provisions and purposes of this Agreement.

      


      (h) This
        Agreement shall be construed in accordance with the laws of the State of
        Georgia, except to the extent the validity, perfection or enforcement of
        a
        security interest hereunder in respect of any particular Collateral which
        are
        governed by a jurisdiction other than the State of Georgia, in which case
        such
        law shall govern. Each of the parties hereto irrevocably submit to the exclusive
        jurisdiction of any Georgia or United States Federal court sitting in Georgia
        over any action or proceeding arising out of or relating to this Agreement,
        and
        the parties hereto hereby irrevocably agree that all claims in respect of
        such
        action or proceeding may be heard and determined in such Georgia State or
        Federal court. The parties hereto agree that a final judgment in any such
        action
        or proceeding shall be conclusive and may be enforced in other jurisdictions
        by
        suit on the judgment or in any other manner provided by law. The parties
        hereto
        further waive any objection to venue in the State of Georgia and any objection
        to an action or proceeding in the State of Georgia on the basis of forum
        non
        conveniens. The parties further agree that the successful or prevailing party
        in
        any proceeding shall be entitled to recover attorneys’ fees and other costs
        incurred in such proceeding.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      (i) EACH
        PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRAIL
        OF ANY
        CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE
        SCOPE
        OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY DISPUTES THAT MAY
        BE
        FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER OF THIS AGREEMENT,
        INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
        CLAIMS
        AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES
        THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO A
        BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER
        IN
        ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY ON
        THIS
        WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND
        REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
        SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL
        FOLLOWING SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING THAT,
        NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER
        ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
        RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT
        OF A
        LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
        THE
        COURT. 

      


      (j) This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and, all of which taken together
        shall constitute one and the same Agreement. In the event that any signature
        is
        delivered by facsimile transmission, such signature shall create a valid
        binding
        obligation of the party executing (or on whose behalf such signature is
        executed) the same with the same force and effect as if such facsimile signature
        were the original thereof.

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Security Agreement to
        be
        duly executed on the day and year first above written.

      


      
        	 	 	 
	 	MARKET CENTRAL,
                INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Clifford
                Clark
	 	Chief
                Financial Officer


      

       

       

      
        	 	 	 
	 	SECURED PARTIES:
	 	 	 
	 	
                By:

              	
                CrossHill
                  Georgetown Capital, LP, as the duly authorized attorney in fact
                  of the
                  Secured Parties listed on Exhibit A hereto

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
General
                Partner
	 	 
	 	By:  	 
	 	 	
                

                 
	 	 	 
	 	YARBROUGH:
	 	 
	 	
                
                  

                

                Stuart J. Yarbrough
(for the
                sole purpose of Section 13 herein)


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        A

      


      


      Principal
        Place of Business of the Company:

      


      


      Locations
        Where Collateral is Located or Stored:

      


      


      List
        of subsidiaries of the Company:

      



      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        B

      


      XML
        Patents

      


      


      


      [insert
        DESCRIPTION]

      



      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      


      SCHEDULE
        C

      


      


      Jurisdictions:

      


      



      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        A

      


      List
        of Secured Parties

      


      


      Names
        and
        Address:

      ____________________________


      ____________________________


      ____________________________


      


      


      ____________________________


      ____________________________


      ____________________________


      


       

      
        ____________________________


        ____________________________


        ____________________________


      

       

      
        ____________________________


        ____________________________


        ____________________________


         

        
          ____________________________


          ____________________________


          ____________________________


        

         

        ____________________________


        ____________________________


        ____________________________


         

         

        
          
            
            

          

          
            E-1