Exhibit
        4.5

       

      REGISTRATION
        RIGHTS AGREEMENT

       

       

      This
        Registration Rights Agreement (this “Agreement”)
        dated
        as of March 25, 2004,
        by
        and between Market Central, Inc., a Delaware corporation with its principal
        place of business at 1 650A
        Gum
        Branch Road, Jacksonville, NC 28540 (the “Company”), and Armadillo Investments,
        Plc., a company incorporated in England and Wales, with its principal place
        of
        business at 30 Farringdon Street, London EC4A 4HJ (the
“Purchaser”).

       

      Simultaneously
        with the execution and delivery of this Agreement, the Purchaser and the
        Company
        have entered into a Convertible Preferred Stock Purchase Agreement, dated
        as of
        the date hereof (the “Purchase
        Agreement”),
        which
        Purchase Agreement is incorporated herein by reference, and pursuant to which
        the Purchaser has agreed to purchase Series B Preferred Stock (the “Shares”),
        that is convertible into Common Stock, par value $.00l per share of the Company
        (the “Underlying
        Shares”),
        and has
        an option to acquire Common Stock, par value $.001 of the Company (the
“Option
        Shares”),
        all as
        more particularly provided therein.

       

      The
        Company and the Holder hereby agree as follows:

       

      1.  Definitions.
        Capitalized terms used and not otherwise defined herein shall have the meanings
        given to such terms in the Purchase Agreement. As used in this Agreement,
        the
        following terms shall have the following meanings:

       

      “Affiliate”
        means,
        with respect to any Person, any other Person that directly or indirectly
        controls or is controlled by or under common control with such Person. For
        the
        purposes of this definition only, the term “control,” when used with respect to
        any Person, means the possession, direct or indirect, of the power to direct
        or
        cause the direction of the management and policies of such Person, whether
        through the ownership of voting securities, by contract or otherwise; and
        the
        terms “affiliated,”“controlling”
        and
“controlled”
        have
        meanings correlative to the foregoing.

       

      “Business
        Day”
        means
        any day except Saturday, Sunday and any day which shall be a legal holiday
        or a
        day on which banking institutions in the state of New York are authorized
        or
        required by law or other government actions to close between the hours of
        9:30
        a.m. and 5:00 p.m. New York Time.

       

      “Commission”
        means
        the United States Securities and Exchange Commission.

       

      “Common
        Stock”
        means
        the Company’s common stock, par value $.0l per share.

       

      “Event”
        shall
        have the meaning set forth in Section 7 hereof.

       

      “Event
        Date”
        shall
        have the meaning set forth in Section 7 hereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Exchange
        Act” means the Securities Exchange Act of 1934, as amended.

       

      “Holder”
        or
“Holders”
        means
        the Purchaser and any other holder or holders, as the case may be, from time
        to
        time of Registrable Securities.

       

      “Indemnified
        Party”
        shall
        have the meaning set forth in Section 6(c) hereof.

       

      “Indemnifying
        Party”
        shall
        have the meaning set forth in Section 6(c) hereof.

       

      “Inspectors”
        shall
        have the meaning set forth in Section 5(a)(viii) hereof.

       

      “Losses”
        shall
        have the meaning set forth in Section 6(a) hereof.

       

      “New
        York Courts”
        shall
        have the meaning set forth in Section 10(e) hereof.

       

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

       

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

       

      “Prospectus”
        means
        the prospectus included in a Registration Statement (including, without
        limitation, a prospectus that includes any information previously omitted
        from a
        prospectus filed as part of an effective registration statement in reliance
        upon
        Rule 430A promulgated under the Securities Act), as amended or supplemented
        by
        any prospectus supplement, with respect to the terms of the offering of any
        portion of the Registrable Securities covered by such Registration Statement,
        and all other amendments and supplements to the prospectus, including
        post-effective amendments, and all material incorporated by reference or
        deemed
        to be incorporated by reference in such prospectus.

       

      “Registrable
        Securities”
        means
        the Underlying Shares and the Option Shares, and any other shares of Common
        Stock issued as (or issuable upon the conversion or exercise of any warrant,
        right, or other security which is issued as) a dividend or other distribution
        with respect to, or in exchange for or in replacement of, the Shares, the
        Underlying Shares and the Option Shares, excluding in all cases, however,
        any
        Registrable Securities sold by a Person in a transaction in which the seller’s
        rights under this Agreement are not assigned.

       

      “Registration”
        shall
        have the meaning set forth in Section 3(a) hereof.

       

      “Registration
        Expenses”
        means
        all expenses incurred in effecting any registration pursuant to this Agreement,
        including, without limitation, all registration, qualification, and filing
        fees,
        printing expenses, escrow fees, fees and disbursements of counsel for the
        Company, blue sky fees and expenses, expenses of any regular or special audits
        incident to or required by any such registration, and the compensation of
        regular employees of the Company, but shall not include Selling Expenses,
        and
        fees and disbursements of counsel and accountants for the Selling
        Holders.

       

      
        
          
          

        

        
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      “Registration
        Statement”
        means
        each registration statement, contemplated by Section 3(a) hereof, including
        the
        prospectus, amendments and supplements to such registration statement or
        prospectus, including pre- and post-effective amendments, all exhibits thereto,
        and all material incorporated by reference or deemed to be incorporated by
        reference in such registration statement.

       

      “Rule
        144”
        means
        Rule 144 promulgated by the Commission pursuant to the Securities Act, as
        such
        rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        rule.

       

      “Rule
        144A”
        means
        Rule 144A promulgated by the Commission pursuant to the Securities Act, as
        such
        rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        rule.

       

      “Rule
        415”
        shall
        mean Rule 415 as promulgated by the Commission under the Securities Act,
        as such
        rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        rule.

       

      “Rule
        158”
        means
        Rule 158 promulgated by the Commission pursuant to the Securities Act, as
        such
        rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        rule.

       

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

       

      “Selling
        Expenses”
        means
        the underwriting or sales discounts and commissions charged with respect
        to the
        sale of Registrable Securities.

       

      “Selling
        Holders”
        means
        each Holder any of whose Registrable Securities are being registered pursuant
        to
        a Registration Statement.

       

      “Underwritten
        Registration
        or
“Underwritten
        Offering”
        means a
        registration in connection with which securities of the Company are sold
        to an
        underwriter for sale to the public pursuant to an effective registration
        statement.

       

      2.  Restrictions
        on Transfer.

       

      (a)  Each
        Holder agrees not to offer, sell, transfer, pledge, assign, hypothecate or
        otherwise dispose of all or any portion of its Registrable Securities unless
        and
        until the transferee has agreed in writing for the benefit of the Company
        to be
        bound by the terms of this Agreement and;

       

      (i)  There
        is
        then in effect a registration statement under the Securities Act covering
        such
        proposed disposition and such disposition is made in accordance with such
        registration statement; or

       

      (ii)  Such
        Holder shall have (A) notified the Company of the proposed disposition and
        shall
        have furnished the Company with a detailed statement of the circumstances
        surrounding the proposed disposition, and (B) furnished the Company with
        an
        opinion of counsel, reasonably satisfactory to the Company, that such
        disposition will not require registration of such shares under the Securities
        Act.

       

      
        
          
          

        

        
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      (b)  Each
        certificate representing Registrable Securities shall bear the following
        legend:

       

      THE
        SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR APPLICABLE STATE “BLUE SKY” OR
        SECURITIES LAWS (“STATE LAWS”), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
        ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL
        (i)
        REGISTERED UNDER THE ACT AND APPLICABLE STATE LAWS OR (ii) THE COMPANY SHALL
        HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE
        COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

       

      (c)  The
        Company shall be obligated to reissue promptly unlegended certificates at
        the
        request of any Holder thereof if the Holder shall have obtained an opinion
        of
        counsel at such Holder’s expense (which counsel may be counsel to the Company)
        reasonably acceptable to the Company to the effect that the securities proposed
        to be disposed of may lawfully be so disposed of without registration,
        qualification or legend;

       

      (d)  Any
        legend endorsed on an instrument pursuant to applicable state securities
        laws
        and the stop-transfer instructions with respect to such securities shall
        be
        removed upon receipt by the Company of an order of the appropriate blue sky
        authority authorizing such removal.

       

      3.  “Piggy-back”
        Registrations.

       

      (a)  If
        the
        Company decides to register any of its Common Stock or securities convertible
        into or exchangeable for Common Stock under the Securities Act (a
“Registration”) on a form that is suitable for an offering of shares of Common
        Stock by the Company or by third parties and that is not a registration solely
        to implement an employee benefit plan on form S-8, a registration statement
        on
        Form 5-4 (or successor form) or a transaction to which Rule 145 or any other
        similar rule of the Commission is applicable (such form, a “Registration
        Statement”), the Company shall give written notice to the Holders of its
        intention to effect such a Registration. Subject to Section 3(b) below, the
        Company shall use all reasonable efforts to effect Registration under the
        Securities Act of all Registrable Securities that the Holders request be
        included in such Registration by a written notice delivered to the Company
        within thirty (30) days after the notice given by the Company. Each of the
        Holders agrees that any Registrable Securities which such Holder requests
        to be
        included in a Registration pursuant to this Section 3 shall be included by
        the
        Company on the same form of Registration Statement as selected for the
        Registration;

       

      
        
          
          

        

        
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      (b)  If
        a
        Registration involves an underwritten offering, the Company shall not be
        required to register securities in excess of the amount that the principal
        underwriter reasonably and in good faith recommends in writing for inclusion
        in
        such offering (a “Cutback”), a copy of which recommendation, and supporting
        reasoning, shall be delivered to each Holder. If such a Cutback occurs, the
        number of shares that are entitled to be included in the Registration and
        underwriting shall be allocated in the following manner: (i) first, to the
        Company for any securities it proposes to sell for its own account, (ii)
        second,
        to any Person with demand registration rights requiring such registration,
        and
        (iii) third, to the Holders and other holders of Company securities with
        piggy-back registration rights requesting inclusion in the Registration,
        pro
        rata among the respective holders thereof on the basis of the number of shares
        for which each such requesting holder has requested registration;

       

      (c)  If
        the
        Registration of which the Company gives notice is for an underwritten public
        offering, the Company shall so advise the Holders as a part of the written
        notice given pursuant to Section 3(a). In such event, the right of any Holder
        to
        have its Registrable Securities included in the Registration pursuant to
        this
        Section 3 shall be conditioned upon such Holder’s participation in such
        underwriting and the inclusion of such Holder’s Registrable Securities in the
        underwriting to the extent provided herein. All Holders proposing to distribute
        their securities through such underwriting shall (together with the Company
        and
        its other security holders with registration rights to participate therein
        distributing their securities through such underwriting) enter into an
        underwriting agreement in customary form with the representative of the
        underwriters or the managing underwriter selected by the Company;

       

      (d)  If
        the
        Company elects to terminate any Registration after a Registration Statement
        for
        such Registration shall have been filed, the Company will have no obligation
        to
        register the Registrable Securities that the Holders sought to have included
        in
        such Registration. The Company shall bear all Registration Expenses of the
        Holders in connection with any Registration.

       

      4.  Representations
        and Warranties.

       

      (a)  The
        Company hereby makes the following representations and warranties to the
        Purchaser:

       

      (i)  The
        Company has the requisite corporate power and authority to enter into, execute
        and deliver this Agreement, and to consummate the transactions contemplated
        hereby and to carry out its obligations hereunder. The execution and delivery
        of
        this Agreement by the Company and the consummation by it of the transactions
        contemplated hereby have been duly authorized by all necessary action on
        the
        part of the Company. This Agreement has been duly executed and delivered
        by the
        Company and constitutes the valid and binding obligations of the Company
        enforceable against the Company in accordance with its terms, except as such
        enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
        transfer, reorganization, moratorium, liquidation or similar laws relating
        to,
        or affecting generally the enforcement of,
        creditors’
        rights or by other equitable principles of general application;

       

      (ii)  The
        Shares are validly issued, fully paid and non-assessable. The Underlying
        Shares
        and the Option Shares have been duly authorized for issuance, offer and sale,
        and when issued and delivered, in accordance with the Purchase Agreement,
        shall
        be validly issued, fully paid and non-assessable;

       

       

       

      
        
          
          

        

        
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        (iii)  The
          Company has and at all times while Shares remain outstanding and the Option
          Shares remain unissued, has and will continue to maintain an adequate reserve
          of
          shares of Common Stock to enable it to perform its obligations under this
          Agreement and the Purchase Agreement;

         

      

      (iv)  The
        execution, delivery and performance of this Agreement, and the consummation
        by
        the Company of the transactions contemplated hereby do not and will not (i)
        conflict with or violate any provision of its or any Subsidiary’s articles of
        incorporation, resolutions or bylaws or (ii) require the consent of any third
        party, conflict with, or constitute a default (or an event which with notice
        or
        lapse of time or both would become a default) under, or give to others any
        rights of termination, amendment, acceleration or cancellation of, any
        agreement, indenture or instrument to which the Company is a party, or (iii)
        result in a violation of any law, rule, regulation, order, judgment, injunction,
        decree or other restriction of any court or governmental authority to which
        the
        Company is subject (including federal and state securities laws and
        regulations), or by which any property or assets of the Company or any of
        its
        Subsidiaries is bound or affected, except in the case of each of clauses
        (ii)
        and (iii), such conflicts, defaults, terminations, amendments, accelerations,
        cancellations and violations as would not, individually or in the aggregate,
        have a Material Adverse Effect (as defined in the Purchase
        Agreement);

       

      (v)  Neither
        the Company nor any Subsidiary is required to obtain any consent, permit,
        waiver, authorization or order of,
        or
        make
        any filing or registration with, any court or other federal, state, local
        or
        other governmental authority or other Person in connection with the execution,
        delivery and performance by the Company of this Agreement;

       

      (vi)  Neither
        the Company nor any Subsidiary (i) is in default under or in violation of
        any
        indenture, loan or credit agreement or any other agreement or instrument
        to
        which it is a party or by which it or any of its properties is bound, except
        such conflicts or defaults as do not have a Material Adverse Effect, (ii)
        is in
        violation of any order of any court, arbitrator or governmental body, except
        for
        such violations as do not have a Material Adverse Effect, or (iii) is in
        violation of any statute, rule or regulation of any governmental authority
        which
        could (individually or in the aggregate) (x) adversely affect the legality,
        validity or enforceability of this Agreement, (y) have a Material Adverse
        Effect
        or (z) adversely impair the Company’s ability or obligation to perform fully on
        a timely basis its obligations under this Agreement;

       

      (b)  The
        Purchaser hereby represents and warrants to the Company as follows:

       

      (i)  Such
        Purchaser is a corporation duly incorporated and validly existing and in
        good
        standing under the laws of the jurisdiction of its incorporation.

       

      (ii)  Such
        Purchaser has the requisite corporate power and authority to enter into and
        to
        consummate the transactions contemplated hereby and otherwise to carry out
        its
        obligations hereunder. The execution and delivery of this Agreement have
        been
        duly authorized by all necessary corporate action on the part of such Purchaser.
        This Agreement has been duly executed and delivered by such Purchaser or
        on its
        behalf and constitutes the valid and legally binding obligation of such
        Purchaser, enforceable against it in accordance with its terms; except as
        such
        enforceability may be limited by applicable bankruptcy, insolvency, liquidation,
        fraudulent transfer, reorganization, moratorium laws and remedies or by other
        equitable principles of general application or similar laws relating to or
        affecting generally the enforcement of creditors’ rights.

       

      
        
          
          

        

        
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      (iii)  Purchaser
        is acquiring the Shares and the Option Shares for its own account for investment
        purposes only and without a view toward the resale or distribution thereof,
        without prejudice, however, to the Purchaser’s right, subject to the provisions
        of this Agreement, at all times to sell or otherwise dispose of all or any
        part
        of such Shares or Option Shares in compliance with applicable federal and
        state
        securities laws.

       

      5.  Procedures
        for Registration.

       

      (a)  Whenever
        the Company is required to register Registrable Securities under this Agreement,
        it agrees to do the following at its sole cost and expense:

       

      (i)  advise
        the underwriter(s), if any, and the Selling Holders promptly and, if requested
        by such Persons, to confirm such advice in writing: (A) when the prospectus,
        or
        any prospectus supplement or post-effective amendment has been filed, and,
        with
        respect to the Registration Statement or any post-effective amendment thereto,
        when the same has become effective; (B) of any request by the Commission
        for
        amendments to the Registration Statement or amendments or supplements to
        the
        prospectus or for additional information relating thereto; (C) of the issuance
        by the Commission of any stop order suspending the effectiveness of the
        Registration Statement under the Securities Act or of the suspension by any
        state securities commission of the qualification of the Registrable Securities
        for qualification, offering or sale in any jurisdiction, or the initiation
        of
        any Proceeding for any of the preceding purposes; and (D) of the existence
        of
        any fact or the happening of any event that makes any statement of a material
        fact made in the Registration Statement, the prospectus, any amendment or
        supplement thereto, or any document incorporated by reference therein untrue,
        or
        that requires the making of any additions to or changes in the Registration
        Statement or the prospectus in order to make the statements therein not
        misleading. If,
        at
        any
        time, the Commission issues any stop order suspending the effectiveness of
        the
        Registration Statement or any state securities commission or other regulatory
        authority issues an order suspending the qualification or exemption from
        qualification of any Registrable Securities under state securities or Blue
        Sky
        laws, the Company shall use its best efforts to obtain the withdrawal or
        lifting
        of such order at the earliest possible time;

       

      (ii)  if
        requested by any Selling Holder or the underwriter(s), if any, incorporate
        in
        the Registration Statement or prospectus, pursuant to a supplement or
        post-effective amendment if necessary, such information as such Selling Holder
        and the underwriter(s), if any, may reasonably request to have included therein,
        with respect to the number of Registrable Securities, if any, being sold
        to such
        underwriter(s), the purchase price being paid therefor and any other terms
        of
        the offering of the Registrable Securities to be sold in such offering, and
        the
        Company shall make all required filings of such prospectus supplement or
        post-effective amendment as soon as practicable after the Company is notified
        of
        the matters to be incorporated in such prospectus supplement or post-effective
        amendment;

       

      
        
          
          

        

        
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      (iii)  furnish
        to the Selling Holders and each of the underwriter(s), if any, without charge,
        before filing with the Commission, at least one copy of the Registration
        Statement, as first filed with the Commission, and of each amendment thereto,
        including the prospectus and all documents incorporated by reference therein
        and
        all exhibits (including exhibits incorporated therein by
        reference);

       

      (iv)  consult
        with the Selling Holders and the underwriter(s), if any, prior to the filing
        of
        such Registration Statement or prospectus;

       

      (v)  deliver
        to each of the Selling Holders and underwriter(s), if any, without charge,
        as
        many copies of the prospectus (including each preliminary prospectus) and
        any
        amendment or supplement thereto as such Persons may reasonably request, the
        Company hereby consenting to the use of the prospectus and any amendment
        or
        supplement thereto by each of the Selling Holders and each of the
        underwriter(s), if any, in connection with the offering and the sale of any
        Registrable Securities covered by the prospectus or any amendment or supplement
        thereto;

       

      (vi)  use
        its
        best efforts, prior to any public offering of Registrable Securities, to
        register or qualify the Registrable Securities under the securities or blue
        sky
        laws of such jurisdictions as the Holder or underwriter(s), if any, may
        reasonably request and do any and all other acts or things necessary or
        advisable to enable the disposition in such jurisdictions of the Registrable
        Securities covered by the Registration Statement; provided, however,
        that
        the Company shall not be required to register or qualify as a foreign
        corporation where it is not now so qualified or to take any action that would
        subject it to the service of process in suits or to taxation, other than
        as to
        matters and transactions relating to the Registration Statement, in any
        jurisdiction where it is not now so subject;

       

      (vii)  cooperate
        with the Selling Holders and the underwriter(s), if any, to facilitate the
        timely preparation and delivery of certificates representing Registrable
        Securities covered by a Registration Statement and not bearing any restrictive
        legends, except as required by law, and enable such Registrable Securities
        to be
        in such denominations and registered in such names as the Holders may request
        prior to any sale of Registrable Securities made by the underwriter(s), if
        any;

       

      (viii)  in
        connection with the preparation and filing of each Registration Statement
        under
        the Securities Act pursuant to this Agreement, the Company shall give Selling
        Holders, their underwriters, if any, and one counsel or firm of counsel and
        one
        accountant or firm of accountants representing all Selling Holders the
        opportunity to participate in the preparation of such Registration Statement,
        each prospectus included therein or filed with the Commission, and each
        amendment thereof or supplement thereto.

       

      (ix)  make
        available for inspection by the Selling Holders, any underwriter participating
        in any disposition pursuant to a Registration Statement, and any attorney,
        accountant or other agent retained by any Holder or underwriter (collectively,
        the “Inspectors”), all financial and other records, pertinent corporate
        documents and properties of the Company necessary to enable them to exercise
        their due diligence responsibility, and cause the Company’s officers, directors
        and employees to supply all information reasonably requested by any such
        Inspector in connection with such Registration Statement;

       

      
        
          
          

        

        
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      (x)  notify
        each seller of Registrable Securities covered by a Registration Statement
        at any
        time when a prospectus relating thereto is required to be delivered under
        the
        Securities Act of the happening of any event as a result of which the prospectus
        included in the Registration Statement, as then in effect, includes and untrue
        statement of a material fact or omits to state a material fact required to
        be
        stated therein or necessary to make the statements therein not misleading
        or
        incomplete in the light of the circumstances then existing, and, at the request
        of any such seller, prepare and furnish to such seller a reasonable number
        of
        copies of a supplement to be an amendment of such prospectus as may be necessary
        so that, as thereafter delivered to the purchasers of any Registrable
        Securities, such prospectus shall not include an untrue statement of a material
        fact or omit to state a material fact required to be stated therein or necessary
        to make the statements therein not misleading or incomplete in the light
        of the
        circumstances then existing;

       

      (xi)  keep
        such
        registration effective for a period of one hundred eighty (180) days or until
        the Selling Holders have completed the distribution described in any
        Registration Statement relating thereto, whichever first occurs; provided, however,
        that
        (A) such 180-day period shall be extended for a period of time equal to the
        longer of (1) the period the Holder refrains from selling any securities
        included in such registration at the request of an underwriter of securities
        of
        the Company and (2) the period ending on the date on which Rule 144(k) first
        becomes available for transfers of Registrable Securities and (B) in the
        case of
        any Registration of Registrable Securities on Form S-3 which are intended
        to be
        offered on a continuous or delayed basis, such 180-day period shall be extended,
        if necessary, to keep the Registration Statement effective until all such
        Registrable Securities are sold, however in no event longer than one year
        from
        the Effective Date of the Registration Statement and provided that Rule 415
        permits an offering on a continuous or delayed basis;

       

      (xii)  cause
        all
        such Registrable Securities registered hereunder to be listed on each securities
        exchange on which similar securities issued by the Company are then
        listed;

       

      (xiii)  provide
        a
        transfer agent and registrar for all Registrable Securities registered pursuant
        to a Registration Statement and a CUSIP number for all such Registrable
        Securities, in each case not later than the effective date of such Registration
        Statement;

       

      (xiv)  otherwise
        use its best efforts to comply with all applicable rules and regulations
        of the
        Commission, and make available to its security holders, as soon as reasonably
        practicable, an earnings statement covering the period of at least twelve
        months, but not more than eighteen months, beginning with the first month
        after
        the effective date of the Registration Statement, which earnings statement
        shall
        satisfy the provisions of Section 11(a) of the Securities Act; and

       

      (xv)  at
        such
        time as a Registration Statement covering a resale of any Registrable Securities
        has been declared effective by the Commission, cause its counsel to deliver
        to
        the transfer agent for the Common Stock an opinion, subject to the making
        by
        Selling Holders of such representations and warranties to Company counsel
        as it
        may reasonably require, certifying that such Registrable Securities may be
        sold
        by the Selling Holders pursuant to such Registration Statement with the
        purchasers thereof receiving share certificates without restrictive legend,
        which opinion shall remain effective so long as such Registration Statement
        remains in full force and effect;

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (b)  Each
        Selling Holder shall, upon receipt of notice from the Company of the occurrence
        of any event of the kind described in Section 4(a)(x), forthwith discontinue
        disposition of Registrable Securities following the effective date of a
        Registration Statement covering Registrable Securities until such Holder’s
        receipt of copies of the prospectus supplement and/or post-effective amendment
        or until it is advised in writing by the Company that the use of the applicable
        prospectus may be resumed and, in either case, has received copies of any
        additional or supplemental filings that are incorporated or deemed to be
        incorporated by reference in such prospectus or Registration
        Statement.

       

      (c)  Each
        Holder covenants and agrees that (i) it will not offer or sell any Registrable
        Securities being registered pursuant to any Registration Statement until
        such
        Holder shall have received copies of the related prospectus and notice from
        the
        Company that such Registration Statement has become effective and (ii) such
        Holder and its officers, directors and Affiliates, if any, will comply with
        the
        prospectus delivery requirements of the Securities Act as applicable to them
        in
        connection with sales of Registrable Securities pursuant to any Registration
        Statement.

       

      6.  Indemnification.

       

      (a)  Indemnification
        by the Company.
        The
        Company shall, notwithstanding termination of this Agreement and without
        limitation as to time, indemnify and hold harmless each Holder, the officers,
        directors, agents (including any underwriters retained by the Holders in
        connection with the offer or sale of Registrable Securities), brokers,
        investment advisors and employees of each of them, each Person who controls
        any
        such Holder (within the meaning of Section 15 of the Securities Act or Section
        20 of the Exchange Act) and the officers, directors, agents and employees
        of
        each such controlling Person, from and against any and all losses, claims,
        damages, liabilities, costs (including, without limitation, costs of preparation
        and attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising
        out of or relating to any untrue or alleged untrue statement of a material
        fact
        contained in such Registration Statement, any prospectus or any form of
        prospectus or in any amendment or supplement thereto or in any preliminary
        prospectus, or arising out of or relating to any omission or alleged omission
        of
        a material fact required to be stated therein or necessary to make the
        statements therein (in the case of any prospectus or form of prospectus or
        amendment or supplement thereto, in light of the circumstances under which
        they
        were made) not misleading, except solely to the extent that (I) such untrue
        statements or omissions are based solely upon information regarding such
        Holder
        furnished in writing to the Company by or on behalf of such Holder expressly
        for
        use therein, which information was relied on by the Company for use therein
        or
        (ii) such information relates to such Holder or such Holder’s proposed method of
        distribution of Registrable Securities and was furnished in writing to the
        Company by or on behalf of such Holder expressly for use therein. The Company
        shall notify the Holders promptly of the institution, threat or assertion
        of any
        Proceeding of which the Company is aware in connection with the transactions
        contemplated by this Agreement.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (b)  Indemnification
        by Holders.
        In
        connection with each Registration Statement, each Selling Holder shall furnish
        to the Company in writing such information as the Company reasonably requests
        for use in connection with such Registration Statement or the related prospectus
        and agrees, severally and not jointly, to indemnify and hold harmless the
        Company, their directors, officers, agents and employees, each Person who
        controls the Company (within the meaning of Section 15 of the Securities
        Act and
        Section 20 of the Exchange Act), and the directors, officers, agents or
        employees of such controlling Persons, to the fullest extent permitted by
        applicable law, from and against all Losses (as determined by a court of
        competent jurisdiction in a final judgment not subject to appeal or review)
        arising solely out of or based solely upon any untrue statement of a material
        fact contained in such Registration Statement, such prospectus, or any form
        of
        prospectus, or arising solely out of or based solely upon any omission of
        a
        material fact required to be stated therein or necessary to make the statements
        therein not misleading solely to the extent that (I) such untrue statement
        or
        omission is contained in any information furnished in writing by such Holder
        to
        the Company specifically for inclusion in such Registration Statement or
        such
        prospectus and such information was relied upon by the Company for use in
        such
        Registration Statement, such prospectus or such form of prospectus, or (ii)
        such
        information relates to such Holder or such Holder’s proposed method of
        distribution of Registrable Securities and was furnished in writing by or
        on
        behalf of such Holder to the Company specifically for inclusion in such
        Registration Statement or such prospectus and such information was relied
        upon
        by the Company for use in such Registration Statement, such prospectus or
        such
        form of prospectus; provided, however, that anything contained herein to
        the
        contrary notwithstanding, no Holder shall be liable for any claims hereunder
        in
        an amount in excess of the net proceeds received by such Holder from the
        sale of
        its Registrable Securities pursuant to a Registration Statement. In addition,
        the foregoing shall not inure to the benefit of any Holder if a copy of such
        prospectus (as then amended or supplemented) was furnished by the Company
        to
        such Holder and was not sent or given by or on behalf of such Holder to such
        Holder’s purchaser of Registrable Securities if required by law to have been so
        delivered.

       

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

       

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

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

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

       

      (d)  Contribution.
        If a
        claim for indemnification under Section 6(a) or ~±i2) of this Agreement is
        unavailable to an Indemnified Party or is insufficient to hold such Indemnified
        Party harmless for any Losses in respect of which this Section would apply
        by
        its terms (other than by reason of exceptions provided in this Section),
        then
        each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
        shall
        contribute to the amount paid or payable by such Indemnified Party as a result
        of such Losses, (i) in such proportion as is appropriate to reflect the relative
        benefits received by the Indemnifying Party on the one hand and the Indemnified
        Party on the other from the distribution of the Registrable Securities or
        (ii)
        if the allocation provided by clause (i) above in this paragraph is not
        permitted by applicable law, in such proportion as is appropriate to reflect
        not
        only the relative benefits referred to in such clause (i) but also the relative
        fault of the Indemnifying Party and Indemnified Party in connection with
        the
        actions, statements or omissions that resulted in such Losses as well as
        any
        other relevant equitable considerations. The relative fault of such Indemnifying
        Party and Indemnified Party shall be determined by reference to, among other
        things, whether any action in question, including any untrue or alleged untrue
        statement of a material fact or omission or alleged omission of a material
        fact,
        has been taken or made by, or relates to information supplied by, such
        Indemnifying Party or Indemnified Party, and the parties’ relative intent,
        knowledge, access to information and opportunity to correct or prevent such
        action, statement or omission. The amount paid or payable by a party as a
        result
        of any Losses shall be deemed to include, subject to the limitations set
        forth
        in Section 6(c) hereof any attorneys’ or other fees or expenses incurred by such
        party in connection with any Proceeding to the extent such party would have
        been
        indemnified for such fees or expenses if the indemnification provided for
        in
        this Section was available to such party.

       

      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section
        6(d)
        were
        determined by pro rata allocation or by any other method of allocation that
        does
        not take into account the equitable considerations referred to in the
        immediately preceding paragraph. Notwithstanding the provisions of this
Section
        6(d),
        no
        Holder shall be required to contribute, in the aggregate, any amount in excess
        of the amount by which the proceeds actually received by such Holder from
        the
        sale of its Registrable Securities subject to the Proceeding exceeds the
        amount
        of any damages that such Holder has otherwise been required to pay by reason
        of
        such untrue or alleged untrue statement or omission or alleged omission.
        No
        Person guilty of fraudulent misrepresentation (within the meaning of Section
        11(f) of the Securities Act) shall be entitled to contribution from any Person
        who was not guilty of such fraudulent misrepresentation.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (e)  The
        indemnity and contribution agreements contained in this Section
        6
        and the
        representations and warranties of the Company set forth in this Agreement
        shall
        remain operative and in full force and effect, regardless of any investigation
        made by or on behalf of any Holder or any Person controlling Holder, the
        Company, its directors or officers or any Person controlling the
        Company.

       

      (f)  No
        Indemnifying Party shall, without the prior written consent of the Indemnified
        Party, effect any settlement of any pending or threatened action, suit or
        proceeding in respect of which any Indemnified Party is or could have been
        a
        party and indemnity could have been sought hereunder by such Indemnified
        Party,
        unless such settlement includes an unconditional release of such Indemnified
        Party from all liability on claims that are the subject matter of such action,
        suit or proceeding.

       

      (g)  The
        indemnity and contribution agreements contained in this Section are in addition
        to any liability that the Indemnifying Parties may have to the Indemnified
        Parties.

       

      7.  Rule
        144.
        The
        Company shall file the reports required to be filed by it under the Securities
        Act and the Exchange Act in a timely manner and, if at any time the Company
        is
        not required to file such reports, it will, upon the request of any Holder,
        make
        publicly available other information for as long as necessary to permit sales
        of
        its securities pursuant to Rule 144. The Company further covenants that it
        will
        take such further action as any Holder may reasonably request, all to the
        extent
        required from time to time to enable such Holder to sell Registrable Securities
        without registration under the Securities Act within the limitation of the
        exemptions provided by Rule 144. Upon the request of any Holder, the Company
        shall deliver to such Holder a written certification of a duly authorized
        officer as to whether it has complied with such requirements.

       

      8.  Rule
        144A.
        The
        Company agrees that, upon the request of a Holder or any prospective purchaser
        of Registrable Securities designated by a Holder, the Company shall promptly
        provide (but in any case within fifteen (15)
        days
        of a
        request) to such Holder or potential purchaser, the following
        information:

       

      (a)  a
        brief
        statement of the nature of the business of the Company and any subsidiaries
        and
        the products and services each of them offers;

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (b)  the
        most
        recent consolidated balance sheets and profit and losses and retained earnings
        statements, and similar financial statements of the Company for the two (2)
        most
        recent fiscal years (such financial information shall be audited, to the
        extent
        reasonably available); and

       

      (c)  such
        other information about the Company, any subsidiaries, and their business,
        financial condition and results of operations as such Holder or purchaser
        of
        such Registrable Securities shall request in order to comply with Rule 144A,
        as
        amended, and in connection therewith the anti-fraud provisions of the federal
        and state securities laws.

       

      The
        Company hereby represents and warrants to the Holders and any prospective
        purchaser of Registrable Securities from a Holder that the information provided
        by the Company pursuant to this Section
        8
        will, as
        of the dates of such information, not contain any untrue statement of a material
        fact or omit to state a material fact necessary in order to make the statements
        made, in light of the circumstances under which they were made, not
        misleading.

       

      9.  Consent
        to be Bound; Assignability of Registration Rights.
        Each
        subsequent holder of Registrable Securities must consent in writing to be
        bound
        by the terms and conditions of this Agreement in order to acquire the rights
        granted pursuant to this Agreement. Subject to the foregoing sentence, the
        registration rights set forth in this Agreement are assignable to each assignee
        of Registrable Securities conveyed in accordance herewith who agrees in writing
        to be bound by the terms and conditions of this Agreement.

       

      10.  Miscellaneous.

       

      (a)  No
        amendment, modification, termination or cancellation of this Agreement shall
        be
        effective unless made in a writing signed by the Company and all of the Persons
        who are then Holders of Registrable Securities;

       

      (b)  The
        Company and the Holders agree that the rights created by this Agreement are
        unique, and that the loss of any such right is not susceptible to monetary
        quantification. Consequently, the parties agree that an action for specific
        performance (including for temporary and/or permanent injunctive relief)
        of the
        obligations created by this Agreement is a proper remedy for the breach of
        the
        provisions of this Agreement, without the necessity of proving actual damages.
        If the parties hereto are forced to institute legal proceedings to enforce
        their
        rights in accordance with the provisions of this Agreement, the prevailing
        party
        shall be entitled to recover its reasonable expenses, including attorneys’ fees,
        in connection with any such action;

       

      (c)  Except
        as
        otherwise specifically provided herein, all notices, requests, demands and
        other
        communications provided for hereunder shall be in writing and shall be deemed
        duly given to the Person for whom intended (i) upon receipt when personally
        delivered, (ii) one (1) day after being sent by a nationally recognized
        overnight courier for next day delivery or telecopy providing confirmation
        or
        receipt of delivery, or (iii) three (3) days after being sent by certified
        or
        registered mail, postage and certified or registered mail fees prepaid, return
        receipt requested, if sent to such Person at the address for such Person
        indicated below or to such other address as may be designated by such Person
        in
        writing sent by such Person in the manner required by this Section:

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      
        	If to the Company:	
                Market
                  Central, Inc.

                1650A
                  Gum Branch Road

                Jacksonville,
                  NC 28540

                Attn:
                  CEO

                Tel:

                Fax:

              
	 	 
	With copies to: 	
                Greenberg
                  Traurig LLP

                Suite
                  400

                3290
                  Northside Parkway

                Atlanta,
                  GA 30327

                Attn: Gerald
                  L. Baxter, Esq.

                Tel: (678)
                  553-2430

                Fax: (678)
                  553-2431

              
	 	 
	 	
                Gottbetter
                  & Partners, LLP

                488
                  Madison Avenue

                New
                  York, NY 10022

                Attn: Adam
                  S. Gottbetter, Esq.

                Tel: (212)
                  400-6900

                Fax: (212)
                  400-6901

              
	 	 
	If to the Holders: 	
                To the
                  address of each such Holder as it appears in the stock transfer
                  records of
                  the Company

              
	 	 
	With copies to: 	
                Gottbetter
                  & Partners, LLP

                488
                  Madison Avenue

                New
                  York, NY 10022

                Attn: Adam
                  S. Gottbetter, Esq.

                Tel: (212)
                  400-6900

                Fax: (212)
                  400-6901

              


      

       

      (d)  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
        and
        binding obligation of the party executing (or on whose behalf such signature
        is
        executed) the same with the same force and effect as if such facsimile signature
        were the original thereof

       

      (e)  This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        state of New York without regard to principles thereof relating to the conflict
        of laws. Each of the Company and each Holder hereby irrevocably submits to
        the
        jurisdiction of any New York state court or any federal court sitting in
        the
        city and county of New York (collectively, the “New York Courts”) in respect of
        any Proceeding arising out of or relating to this Agreement and irrevocably
        accepts for itself and in respect of its property, generally and
        unconditionally, jurisdiction of the New York Courts. Each of the Company
        and
        each Holder irrevocably waives, to the fullest extent it may effectively
        do so
        under applicable law, any objection that it may now or hereafter have to
        the
        laying of the venue of any such Proceeding brought in any New York Court
        and any
        claim that any such Proceeding brought in any New York Court has been brought
        in
        an inconvenient forum;

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (f)  The
        remedies provided herein are cumulative and not exclusive of one another
        or of
        any remedies provided by law;

       

      (g)  If
        any
        term, provision, covenant or restriction of this Agreement is held by a court
        of
        competent jurisdiction to be invalid, illegal, void or unenforceable, the
        remainder of the terms, provisions, covenants and restrictions set forth
        herein
        shall remain in full force and effect and shall in no way be affected, impaired
        or invalidated, and the parties hereto shall use their reasonable efforts
        to
        find and employ an alternative means to achieve the same or substantially
        the
        same result as that contemplated by such term, provision, covenant or
        restriction. It is hereby stipulated and declared to be the intention of
        the
        parties that they would have executed the remaining terms, provisions, covenants
        and restrictions without including any of such that may be hereafter declared
        invalid, illegal, void or unenforceable.

       

      (h)  The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning hereof.

       

      (i)  This
        Agreement shall terminate when all of the Registrable Securities held by
        all of
        the Selling Holders are eligible for immediate sale pursuant to the provisions
        of Rule 144.

       

      [Signatures
        on following page]

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

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

       

       

      
        	 	 	 
	 	Company:
	 
 	
                 

                MARKET
                  CENTRAL, INC.
  
 

              
	 	By:  	 
	 	
                
Name:
	 	Title 


      

       

      
        
          	 	 	 
	 	
                  Purchaser:

                   

                
	 
 	
                  
                    DUNGARVON
                      ASSOCIATES, INC. ON

                    BEHALF
                      OF ARMADILLO

                    INVESTMENTS,
                      PLC.

                  

                   

                   

                
	 	By:  	 
	 	
                  
Name:
	 	Title