MARKETCENTRAL NET CORP
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>doc5.txt
<TEXT>


EXHIBIT 10.4


                               SECURITY AGREEMENT

     SECURITY AGREEMENT (this "Agreement"), dated as of January 31, 2002, by and
                               ---------
among  MarketCentral.net Corp., a Texas corporation ("Company"), and the secured
                                                      -------
parties signatory hereto and their respective endorsees, transferees and assigns
(collectively,  the  "Secured  Party").
                      --------------

                              W I T N E S S E T H:

     WHEREAS, pursuant to a Securities Purchase Agreement, dated the date hereof
between  Company  and  the Secured Party (the "Purchase Agreement"), Company has
                                               ------------------
agreed  to  issue  to  the  Secured  Party  and  the Secured Party has agreed to
purchase  from  Company certain of Company's 12% Secured Convertible Debentures,
due  one  year  from the date of issue (the "Debentures"), which are convertible
                                             -----------
into  shares  of Company's Common Stock, $0.0001 par value (the "Common Stock").
                                                                 -------------
In  connection  therewith,  Company shall issue the Secured Party certain Common
Stock  purchase  warrants  dated as of the date hereof to purchase the number of
shares of Common Stock indicated below each Secured Party's name on the Purchase
Agreement  (the  "Warrants");  and
                  --------
WHEREAS,  in  order  to  induce  the  Secured  Party to purchase the Debentures,
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 first priority
security  interest  in certain property of Company to secure the prompt payment,
performance  and  discharge  in  full  of all of Company's obligations under the
Debentures and exercise and discharge in full of Company's obligations under the
Warrants.

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 Goods of the Company, including, without limitations, all machinery,
     equipment,  computers,  motor  vehicles,  trucks,  tanks,  boats,  ships,
appliances,  furniture,  special  and  general tools, fixtures, test and quality
control  devices  and  other  equipment  of  every  kind and nature and wherever
situated,  together  with  all documents of title and documents representing the
same,  all  additions  and  accessions thereto, replacements therefor, all parts
therefor,  and all substitutes for any of the foregoing and all other items used
and  useful  in  connection  with  the Company's businesses and all improvements
thereto  (collectively,  the  "Equipment");  and
                               ---------
(ii)     All  Inventory  of  the  Company;  and
(iii)     All  of  the  Company's  contract  rights  and  general  intangibles,
including,  without  limitation,  all  partnership  interests,  stock  or  other
securities,  licenses,  distribution  and  other  agreements,  computer software
development  rights,  leases,  franchises,  customer  lists,  quality  control
procedures,  grants  and  rights,  goodwill,  trademarks,  service  marks, trade
styles, trade names, patents, patent applications, copyrights, deposit accounts,
and  income  tax  refunds  (collectively,  the  "General  Intangibles");  and
                                                 --------------------
(iv)     All  Receivables  of  the Company including all insurance proceeds, and
rights  to  refunds  or  indemnification  whatsoever  owing,  together  with all
instruments,  all  documents  of  title  representing  any of the foregoing, all
rights  in  any merchandising, goods, equipment, motor vehicles and trucks which
any  of  the  same  may represent, and all right, title, security and guaranties
with respect to each Receivable, including any right of stoppage in transit; and

(v)     All  of  the  Company's documents, instruments and chattel paper, files,
records,  books  of account, business papers, computer programs and the products
and  proceeds  of  all of the foregoing Collateral set forth in clauses (i)-(iv)
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 Debentures, 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.

(d)     "UCC"  means  the Uniform Commercial Code, as currently in effect in the
         ---
State  of  New  York.

2.     Grant  of  Security  Interest.  As an inducement for the Secured Party to
       -----------------------------
purchase  the  Debentures  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  first  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  creditor'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,  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).
(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  first  priority  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  first  priority  security  interest in such Collateral.
Except  for the filing of financing statements on Form-1 under the UCC with  the
jurisdictions  indicated  on  Schedule  B,  attached hereto, 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 one or more executed UCC financing statements on Form-1 with
respect to the Security Interest for filing with  the jurisdictions indicated on
Schedule  B, attached hereto and in such other jurisdictions as may be requested
-----------
by  the  Secured  Party.
(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 first priority 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.
(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 keep and preserve its Equipment, Inventory and other
tangible Collateral in good condition, repair and order and shall not operate or
locate  any  such  Collateral  (or  cause to be operated or located) in any area
excluded  from  insurance  coverage.
(l)     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.
(m)     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  including,  without limitation, the execution and
delivery  of  a  separate  security  agreement  with  respect  to  the Company's
intellectual  property ("Intellectual Property Security Agreement") in which the
                         ----------------------------------------
Secured Party has been granted a security interest hereunder, substantially in a
form  acceptable  to  the  Secured  Party,  which Intellectual Property Security
Agreement,  other  than  as stated therein, shall be subject to all of the terms
and  conditions  hereof.
(n)     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.
(o)     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.
(p)     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.
(q)     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.
(r)     Schedule A attached hereto contains a list of all of the subsidiaries of
        ----------
Company.

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

(a)     The  occurrence  of  an  Event of Default (as defined in the Debentures)
under  the  Debentures;

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

(c)     The  failure by the Company to observe or perform any of its obligations
hereunder  or  in the Intellectual Property Security Agreement for ten (10) days
after  receipt  by the Company of notice of such failure from the Secured Party;
and

(d)     Any  breach  of,  or  default  under,  the  Warrants.

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  Debentures 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, the Secured Party shall have the right to
exercise  all  of the remedies conferred hereunder and under the Debentures, 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.

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 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 Debentures.
Until so paid, any fees payable hereunder shall be added to the principal amount
of  the  Debentures  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 Debentures 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  Debentures,  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 Debentures, 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 the Obligations shall have been paid
and  performed  in  full, 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.

11.     Term  of  Agreement.  This  Agreement  and  the  Security Interest shall
        -------------------
terminate  on the date on which all payments under the Debentures have been made
in  full  and  all  other  Obligations  have been paid or discharged.  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  statement  executed  and  filed  pursuant  to  this  Agreement.

12.     Power  of  Attorney;  Further  Assurances.
        -----------------------------------------

(a)     The  Company  authorizes  the  Secured  Party,  and  does  hereby  make,
constitute  and  appoint  it, 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,  at  the  option  of the Secured Party, and at the Company's
expense,  at  any  time,  or  from  time  to time, all acts and things which the
Secured  Party  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  Debentures 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  B,  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  the  Secured  Party  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 the Secured Party's
discretion,  to  take any action and to execute any instrument which the Secured
Party  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.     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 facsimile, upon receipt of proof of sending thereof,
(iii)  if  sent  by  nationally  recognized  overnight delivery service (receipt
requested), the next business day or (iv) if mailed by first-class registered or
     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:

MarketCentral.net  Corp.
6401  South  Boston  Street
Villa  Q205
Englewood,  Colorado  80111
Attention:  Paul  Taylor
Facsimile:  720-489-9485

With  copies  to:
Seth  A.  Farbman,  PC
301  Eastwood  Road
Woodmere,  New  York  11598
Attention:  Seth  A.  Farbman,  Esq.
Facsimile:  516-569-6084

If  to  the  Secured  Party:
AJW  Partners,  LLC
New  Millennium  Capital  Partners  II,  LLC
AJW/New  Millennium  Offshore,  Ltd.
Pegasus  Capital  Partners,  LLC
155  First  Street,  Suite  B
Mineola,  New  York  11501
Attention:  Corey  Ribotsky
Facsimile:  516-739-7115

With  copies  to:
Ballard  Spahr  Andrews  &  Ingersoll,  LLP
1735  Market  Street,  51st  Floor
Philadelphia,  Pennsylvania  19103
Attention:  Gerald  J.  Guarcini,  Esq.
Facsimile:  215-864-8999

14.     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.

15.     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 Debentures 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 Debentures or by any other
agreements,  instruments  or  documents or by law shall be cumulative and may be
exercised  singly  or  concurrently.
(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 New York, 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 New York in which case
such  law  shall  govern.  Each  of the parties hereto irrevocably submit to the
exclusive  jurisdiction  of  any  New  York State or United States Federal court
sitting  in  Manhattan  county  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 New York 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  New York and any objection to an action or proceeding in the State of
New  York  on  the  basis  of  forum  non  convenient.
(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]

<PAGE>

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

By:  _____________________________________
Paul  Taylor
Chairman,  President  and  Chief  Executive  Officer

     AJW  PARTNERS,  LLC
By:  SMS  Group,  LLC
By:  _____________________________________
Corey  S.  Ribotsky
Manager

     NEW  MILLENNIUM  CAPITAL  PARTNERS  II,  LLC
By:  First  Street  Manager  II,  LLC
By:  _____________________________________
Glenn  A.  Arbeitman
Manager

     AJW/NEW  MILLENNIUM  OFFSHORE,  LTD.
By:  First  Street  Manager  II,  LLC
______________________________________
Glenn  A.  Arbeitman
Manager


     PEGASUS  CAPITAL  PARTNERS,  LLC
By:  Pegasus  Manager,  LLC


____________________________________
Glenn  A.  Arbeitman
Manager


<PAGE>

                                   SCHEDULE A
                                   ----------
Principal  Place  of  Business  of  the  Company:
-------------------------------------------------
6401  South  Boston  Street
Villa  Q205
Englewood,  Colorado  80111

Locations  Where  Collateral  is  Located  or  Stored:
------------------------------------------------------
6401  South  Boston  Street
Villa  Q205
Englewood,  Colorado  80111

List  of  subsidiaries  of  the  Company:
-----------------------------------------
MarketCentral.net  Corp.  (Delaware)
FCOM  Inc.  (Colorado)

                                   SCHEDULE B
                                   ----------
Jurisdictions:
-------------
Texas




</TEXT>
</DOCUMENT>
