EXHIBIT
        4.10

       

      


       

      PREFERRED
        STOCK 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, 2007 (the “Exercise
          Period”),
          _____________ shares of Common Stock, $.001 par value per share, of the
          Company
          (the “Common
          Stock”),
          at an
          exercise price of $.85 per share. The shares purchasable upon exercise
          of this
          preferred 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 Holder by
          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 to assist
          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
          counsel to
          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.