MARKETCENTRAL NET CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>

EXHIBIT 10.1

                         SECURITIES PURCHASE AGREEMENT

     SECURITIES  PURCHASE  AGREEMENT (this "AGREEMENT"), dated as of January 31,
2002,  by  and  among  MarketCentral.net  Corp.,  a  Texas  corporation,  with
headquarters  located  at  6401  South  Boston  Street,  Villa  Q205, Englewood,
Colorado  80111  (the  "COMPANY"),  and  each of the purchasers set forth on the
signature  pages  hereto  (the  "BUYERS").

WHEREAS:

A.     The Company and the Buyers are executing and delivering this Agreement in
     reliance  upon  the  exemption from securities registration afforded by the
rules  and  regulations  as  promulgated  by  the  United  States Securities and
Exchange  Commission  (the  "SEC")  under the Securities Act of 1933, as amended
(the  "1933  ACT");

B.     Buyers desire to purchase and the Company desires to issue and sell, upon
the  terms  and  conditions  set  forth  in  this  Agreement (i) 12% convertible
debentures  of  the  Company, in the form attached hereto as EXHIBIT "A", in the
aggregate principal amount of Five Hundred Thousand Dollars ($500,000) (together
with  any debenture(s) issued in replacement thereof or as a dividend thereon or
otherwise  with  respect  thereto  in  accordance  with  the  terms thereof, the
"DEBENTURES"),  convertible  into  shares of common stock, $0.0001 par value per
share,  of  the  Company (the "COMMON STOCK"), upon the terms and subject to the
limitations  and  conditions  set forth in such Debentures and (ii) warrants, in
the  form  attached  hereto  as EXHIBIT "B", to purchase One Million (1,000,000)
shares  of  Common  Stock  (the  "WARRANTS");

C.     Each  Buyer  wishes  to purchase, upon the terms and conditions stated in
this Agreement, such principal amount of Debentures and number of Warrants as is
set  forth  immediately  below  its  name  on  the  signature  pages hereto; and

D.     Contemporaneous  with  the  execution and delivery of this Agreement, the
parties  hereto are executing and delivering a Registration Rights Agreement, in
the  form  attached hereto as EXHIBIT "C" (the "REGISTRATION RIGHTS AGREEMENT"),
pursuant  to which the Company has agreed to provide certain registration rights
under  the  1933  Act  and the rules and regulations promulgated thereunder, and
applicable  state  securities  laws.

     NOW  THEREFORE,  the  Company  and  each  of  the Buyers severally (and not
jointly)  hereby  agree  as  follows:

1.     PURCHASE  AND  SALE  OF  DEBENTURES  AND  WARRANTS.
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A.     PURCHASE  OF  DEBENTURES  AND  WARRANTS.  On the Closing Date (as defined
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below),  the Company shall issue and sell to each Buyer and each Buyer severally
agrees  to  purchase  from  the  Company such principal amount of Debentures and
number  of  Warrants  as is set forth immediately below such Buyer's name on the
signature  pages  hereto.

B.     FORM  OF PAYMENT.  On the Closing Date (as defined below), (i) each Buyer
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shall  pay  the  purchase price for the Debentures and the Warrants to be issued
and  sold to it at the Closing (as defined below) (the "PURCHASE PRICE") by wire
transfer  of  immediately available funds to the Company, in accordance with the
Company's written wiring instructions, against delivery of the Debentures in the
principal  amount  equal  to the Purchase Price and the number of Warrants as is
set forth immediately below such Buyer's name on the signature pages hereto, and
(ii)  the  Company  shall  deliver such Debentures and Warrants duly executed on
behalf  of  the Company, to such Buyer, against delivery of such Purchase Price.

C.     CLOSING  DATE.  Subject  to  the  satisfaction (or written waiver) of the
       -------------
conditions thereto set forth in Section 6 and Section 7 below, the date and time
of  the  issuance  and  sale of the Debentures and the Warrants pursuant to this
Agreement  (the  "CLOSING  DATE")  shall  be 12:00 noon Pacific Standard Time on
January  31,  2002  or such other mutually agreed upon time.  The closing of the
transactions  contemplated  by this Agreement (the "CLOSING") shall occur on the
Closing  Date  at  such  location  as  may  be  agreed  to  by  the  parties.

2.     BUYERS'  REPRESENTATIONS  AND  WARRANTIES.  Each Buyer severally (and not
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jointly)  represents  and  warrants to the Company solely as to such Buyer that:

A.     INVESTMENT  PURPOSE.  As  of the date hereof, the Buyer is purchasing the
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Debentures  and  the  shares  of  Common  Stock  issuable  upon conversion of or
otherwise  pursuant  to  the  Debentures  (including,  without  limitation, such
additional  shares  of  Common  Stock, if any, as are issuable (i) on account of
interest on the Debentures, (ii) as a result of the events described in Sections
     1.3  and  1.4(g)  of  the  Debentures  and Section 2(c) of the Registration
Rights  Agreement  or (iii) in payment of the Standard Liquidated Damages Amount
(as  defined  in  Section 2(f) below) pursuant to this Agreement, such shares of
Common  Stock  being collectively referred to herein as the "CONVERSION SHARES")
and  the  Warrants and the shares of Common Stock issuable upon exercise thereof
(the  "WARRANT  SHARES"  and,  collectively  with  the  Debentures, Warrants and
Conversion  Shares, the "SECURITIES") for its own account and not with a present
view  towards  the public sale or distribution thereof, except pursuant to sales
registered  or exempted from registration under the 1933 Act; provided, however,
                                                              --------  -------
that  by making the representations herein, the Buyer does not agree to hold any
of  the Securities for any minimum or other specific term and reserves the right
to  dispose  of  the  Securities at any time in accordance with or pursuant to a
registration  statement  or  an  exemption  under  the  1933  Act.

B.     ACCREDITED  INVESTOR  STATUS.  The  Buyer  is an "accredited investor" as
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that  term is defined in Rule 501(a) of Regulation D (an "ACCREDITED INVESTOR").

C.     RELIANCE  ON  EXEMPTIONS.  The  Buyer understands that the Securities are
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being  offered  and  sold  to  it  in reliance upon specific exemptions from the
registration requirements of United States federal and state securities laws and
that  the  Company  is  relying  upon the truth and accuracy of, and the Buyer's
compliance  with,  the  representations, warranties, agreements, acknowledgments
and  understandings  of  the  Buyer  set  forth herein in order to determine the
availability  of such exemptions and the eligibility of the Buyer to acquire the
Securities.

D.     INFORMATION.  The  Buyer  and its advisors, if any, have been, and for so
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long  as  the  Debentures  and  Warrants remain outstanding will continue to be,
furnished  with  all materials relating to the business, finances and operations
of  the  Company  and materials relating to the offer and sale of the Securities
which  have  been  requested  by  the  Buyer or its advisors.  The Buyer and its
advisors,  if  any,  have  been,  and for so long as the Debentures and Warrants
remain  outstanding  will  continue  to  be,  afforded  the  opportunity  to ask
questions  of  the  Company.  Notwithstanding the foregoing, the Company has not
disclosed  to the Buyer any material nonpublic information and will not disclose
such  information unless such information is disclosed to the public prior to or
promptly following such disclosure to the Buyer.  Neither such inquiries nor any
other  due  diligence investigation conducted by Buyer or any of its advisors or
representatives  shall  modify,  amend  or  affect  Buyer's right to rely on the
Company's  representations  and  warranties  contained  in Section 3 below.  The
Buyer  understands  that its investment in the Securities involves a significant
degree  of  risk.

E.     GOVERNMENTAL REVIEW.  The Buyer understands that no United States federal
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or  state  agency or any other government or governmental agency has passed upon
or  made  any  recommendation  or  endorsement  of  the  Securities.

F.     TRANSFER  OR  RE-SALE.  The Buyer understands that (i) except as provided
       ---------------------
in  the Registration Rights Agreement, the sale or re-sale of the Securities has
not  been and is not being registered under the 1933 Act or any applicable state
securities  laws,  and  the  Securities  may  not  be transferred unless (a) the
Securities  are  sold  pursuant to an effective registration statement under the
1933  Act,  (b)  the  Buyer  shall  have  delivered to the Company an opinion of
counsel  that  shall  be  in form, substance and scope customary for opinions of
counsel  in comparable transactions to the effect that the Securities to be sold
or  transferred  may  be  sold or transferred pursuant to an exemption from such
registration, which opinion shall be accepted by the Company, (c) the Securities
are  sold  or  transferred to an "affiliate" (as defined in Rule 144 promulgated
under  the  1933 Act (or a successor rule) ("RULE 144")) of the Buyer who agrees
to  sell  or  otherwise  transfer  the  Securities  only in accordance with this
Section  2(f)  and  who  is  an Accredited Investor, (d) the Securities are sold
pursuant  to  Rule  144, or (e) the Securities are sold pursuant to Regulation S
under  the  1933 Act (or a successor rule) ("REGULATION S"), and the Buyer shall
have  delivered  to  the  Company  an  opinion of counsel that shall be in form,
substance and scope customary for opinions of counsel in corporate transactions,
which opinion shall be accepted by the Company; (ii) any sale of such Securities
made  in  reliance  on Rule 144 may be made only in accordance with the terms of
said  Rule  and  further,  if  said  Rule is not applicable, any re-sale of such
Securities  under  circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in
the  1933  Act)  may require compliance with some other exemption under the 1933
Act  or  the  rules and regulations of the SEC thereunder; and (iii) neither the
Company nor any other person is under any obligation to register such Securities
under  the 1933 Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder (in each case, other than pursuant to the
Registration  Rights Agreement).  Notwithstanding the foregoing or anything else
contained herein to the contrary, the Securities may be pledged as collateral in
connection with a bona fide margin account or other lending arrangement.  In the
                  ---- ----
event  that  the  Company does not accept the opinion of counsel provided by the
Buyer  with  respect to the transfer of Securities pursuant to an exemption from
registration,  such  as Rule 144 or Regulation S, within three (3) business days
of  delivery  of  the opinion to the Company, the Company shall pay to the Buyer
liquidated  damages  of  two  percent  (2%)  of  the  outstanding  amount of the
Debentures  per  month  plus  accrued  and  unpaid  interest  on the Debentures,
prorated  for  partial  months,  in  cash  or  shares at the option of the Buyer
("STANDARD  LIQUIDATED  DAMAGES  AMOUNT").  If  the  Buyer elects to be paid the
Standard  Liquidated Damages Amount in shares of Common Stock, such shares shall
be  issued  at  the  Conversion  Price  at  the  time  of  payment.

G.     LEGENDS.  The Buyer understands that the Debentures and the Warrants and,
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until such time as the Conversion Shares and Warrant Shares have been registered
under  the  1933  Act  as  contemplated  by the Registration Rights Agreement or
otherwise  may  be  sold  pursuant  to  Rule  144  or  Regulation  S without any
restriction as to the number of securities as of a particular date that can then
be  immediately  sold,  the  Conversion  Shares  and  Warrant  Shares may bear a
restrictive  legend  in  substantially  the  following form (and a stop-transfer
order  may  be placed against transfer of the certificates for such Securities):
"The  securities  represented by this certificate have not been registered under
the  Securities  Act  of  1933,  as  amended.  The  securities  may not be sold,
transferred  or  assigned  in the absence of an effective registration statement
for  the securities under said Act, or an opinion of counsel, in form, substance
and  scope  customary  for  opinions of counsel in comparable transactions, that
registration  is not required under said Act or unless sold pursuant to Rule 144
or  Regulation  S  under  said  Act."

     The  legend  set forth above shall be removed and the Company shall issue a
certificate  without  such legend to the holder of any Security upon which it is
stamped,  if, unless otherwise required by applicable state securities laws, (a)
such  Security  is registered for sale under an effective registration statement
filed  under  the  1933  Act  or  otherwise  may be sold pursuant to Rule 144 or
Regulation  S  without  any  restriction  as to the number of securities as of a
particular  date  that can then be immediately sold, or (b) such holder provides
the  Company  with an opinion of counsel, in form, substance and scope customary
for  opinions of counsel in comparable transactions, to the effect that a public
sale  or  transfer  of  such Security may be made without registration under the
1933  Act,  which  opinion  shall be accepted by the Company so that the sale or
transfer  is  effected  or  (c) such holder provides the Company with reasonable
assurances  that such Security can be sold pursuant to Rule 144 or Regulation S.
The  Buyer  agrees  to  sell  all  Securities,  including those represented by a
certificate(s)  from  which  the  legend  has  been  removed, in compliance with
applicable  prospectus  delivery  requirements,  if  any.

H.     AUTHORIZATION;  ENFORCEMENT.  This  Agreement and the Registration Rights
       ---------------------------
Agreement  have  been duly and validly authorized.  This Agreement has been duly
executed  and  delivered on behalf of the Buyer, and this Agreement constitutes,
and  upon  execution  and  delivery  by  the  Buyer  of  the Registration Rights
Agreement,  such  agreement will constitute, valid and binding agreements of the
Buyer  enforceable  in  accordance  with  their  terms.

I.     RESIDENCY.  The  Buyer  is  a  resident  of  the  jurisdiction  set forth
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immediately  below  such  Buyer's  name  on  the  signature  pages  hereto.


3.     REPRESENTATIONS  AND  WARRANTIES  OF THE COMPANY.  The Company represents
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and  warrants  to  each  Buyer  that:

A.     ORGANIZATION  AND  QUALIFICATION.  Except  as set forth on SCHEDULE 3(A),
       --------------------------------
the  Company  and  each  of  its  Subsidiaries  (as defined below), if any, is a
corporation duly organized, validly existing and in good standing under the laws
     of  the  jurisdiction  in  which  it  is  incorporated, with full power and
authority  (corporate  and  other) to own, lease, use and operate its properties
and  to carry on its business as and where now owned, leased, used, operated and
conducted.  SCHEDULE  3(A)  sets  forth a list of all of the Subsidiaries of the
Company  and  the  jurisdiction  in which each is incorporated.  The Company and
each  of  its  Subsidiaries  is  duly  qualified  as a foreign corporation to do
business and is in good standing in every jurisdiction in which its ownership or
use  of  property  or  the  nature  of  the  business conducted by it makes such
qualification  necessary  except where the failure to be so qualified or in good
standing  would  not  have a Material Adverse Effect.  "MATERIAL ADVERSE EFFECT"
means any material adverse effect on the business, operations, assets, financial
condition  or  prospects  of the Company or its Subsidiaries, if any, taken as a
whole,  or  on  the  transactions  contemplated  hereby  or by the agreements or
instruments to be entered into in connection herewith.  "SUBSIDIARIES" means any
corporation  or  other  organization, whether incorporated or unincorporated, in
which  the  Company  owns, directly or indirectly, any equity or other ownership
interest.

B.     AUTHORIZATION;  ENFORCEMENT.  (i) The Company has all requisite corporate
       ---------------------------
power  and  authority to enter into and perform this Agreement, the Registration
Rights  Agreement,  the  Debentures  and  the  Warrants  and  to  consummate the
transactions  contemplated  hereby  and  thereby and to issue the Securities, in
accordance with the terms hereof and thereof, (ii) the execution and delivery of
this  Agreement,  the  Registration  Rights  Agreement,  the  Debentures and the
Warrants  by  the  Company  and  the  consummation  by  it  of  the transactions
contemplated  hereby  and thereby (including without limitation, the issuance of
the Debentures and the Warrants and the issuance and reservation for issuance of
the  Conversion  Shares  and Warrant Shares issuable upon conversion or exercise
thereof)  have  been  duly authorized by the Company's Board of Directors and no
further  consent or authorization of the Company, its Board of Directors, or its
shareholders  is  required,  (iii)  this  Agreement  has  been duly executed and
delivered  by  the Company by its authorized representative, and such authorized
representative  is  the  true and official representative with authority to sign
this  Agreement and the other documents executed in connection herewith and bind
the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and delivery by the Company of the Registration Rights Agreement, the Debentures
and  the  Warrants, each of such instruments will constitute, a legal, valid and
binding  obligation of the Company enforceable against the Company in accordance
with  its  terms.

C.     CAPITALIZATION.  As  of  the date hereof, the authorized capital stock of
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the  Company  consists  of  (i)  100,000,000  shares  of  Common Stock, of which
19,501,328  shares are issued and outstanding, 1,000,000 shares are reserved for
issuance  pursuant  to  the  Company's stock option plans, 65,000,000 shares are
conditionally  reserved  for  issuance  pursuant to the Dutchess Equity Line (as
defined  in  Section 4(m) below) and 19,543,860 shares are reserved for issuance
upon  conversion  of the Debentures and the Additional Debentures (as defined in
Section  4(l))  and  exercise  of  the  Warrants and the Additional Warrants (as
defined  in  Section  4(l))  (subject  to  adjustment  pursuant to the Company's
covenant  set  forth  in  Section  4(h)  below); and (ii) no shares of preferred
stock.  All  of  such  outstanding shares of capital stock are, or upon issuance
will  be,  duly  authorized,  validly  issued, fully paid and nonassessable.  No
shares  of  capital stock of the Company are subject to preemptive rights or any
other  similar  rights  of  the  stockholders  of  the  Company  or any liens or
encumbrances  imposed  through  the  actions  or  failure to act of the Company.
Except  as  disclosed  in  SCHEDULE  3(C),  as  of  the  effective  date of this
Agreement,  (i)  there  are  no  outstanding options, warrants, scrip, rights to
subscribe for, puts, calls, rights of first refusal, agreements, understandings,
claims  or  other commitments or rights of any character whatsoever relating to,
or  securities  or  rights  convertible  into  or exchangeable for any shares of
capital  stock  of  the  Company  or any of its Subsidiaries, or arrangements by
which  the  Company  or  any of its Subsidiaries is or may become bound to issue
additional  shares  of  capital stock of the Company or any of its Subsidiaries,
(ii)  there  are no agreements or arrangements under which the Company or any of
its  Subsidiaries  is  obligated  to  register  the  sale of any of its or their
securities  under  the  1933  Act (except the Registration Rights Agreement) and
(iii) there are no anti-dilution or price adjustment provisions contained in any
security issued by the Company (or in any agreement providing rights to security
holders) that will be triggered by the issuance of the Debentures, the Warrants,
the Conversion Shares or Warrant Shares.  The Company has furnished to the Buyer
true  and  correct  copies  of  the Company's Certificate of Incorporation as in
effect  on  the  date  hereof  ("CERTIFICATE  OF  INCORPORATION"), the Company's
By-laws,  as  in effect on the date hereof (the "BY-LAWS"), and the terms of all
securities  convertible  into or exercisable for Common Stock of the Company and
the  material  rights  of  the  holders thereof in respect thereto.  The Company
shall  provide  the Buyer with a written update of this representation signed by
the  Company's  Chief  Executive  or  Chief  Financial  Officer on behalf of the
Company  as  of  the  Closing  Date.

D.     ISSUANCE  OF  SHARES.  The  Conversion Shares and Warrant Shares are duly
       --------------------
authorized  and reserved for issuance and, upon conversion of the Debentures and
exercise  of  the  Warrants  in  accordance with their respective terms, will be
validly  issued,  fully paid and non-assessable, and free from all taxes, liens,
claims  and  encumbrances  with  respect  to  the issue thereof and shall not be
subject  to  preemptive  rights  or  other similar rights of stockholders of the
Company  and  will  not  impose  personal  liability  upon  the  holder thereof.

E.     ACKNOWLEDGMENT OF DILUTION.  The Company understands and acknowledges the
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potentially  dilutive  effect  to  the  Common  Stock  upon  the issuance of the
Conversion  Shares  and  Warrant  Shares  upon  conversion  of  the Debenture or
exercise  of the Warrants.  The Company further acknowledges that its obligation
to  issue Conversion Shares and Warrant Shares upon conversion of the Debentures
or  exercise  of  the Warrants in accordance with this Agreement, the Debentures
and the Warrants is absolute and unconditional regardless of the dilutive effect
that  such issuance may have on the ownership interests of other stockholders of
the  Company.

F.     NO CONFLICTS.  The execution, delivery and performance of this Agreement,
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the  Registration  Rights  Agreement,  the  Debentures  and  the Warrants by the
Company  and  the  consummation  by the Company of the transactions contemplated
hereby  and thereby (including, without limitation, the issuance and reservation
for  issuance of the Conversion Shares and Warrant Shares) will not (i) conflict
with  or  result  in  a  violation  of  any  provision  of  the  Certificate  of
Incorporation or By-laws or (ii) violate or conflict with, or result in a breach
of  any  provision of, or constitute a default (or an event which with notice or
lapse  of  time  or  both  could  become a default) under, or give to others any
rights  of  termination,  amendment,  acceleration  or  cancellation  of,  any
agreement,  indenture, patent, patent license or instrument to which the Company
or  any  of  its  Subsidiaries  is a party, or (iii) to the Company's knowledge,
result  in  a  violation of any law, rule, regulation, order, judgment or decree
(including  federal and state securities laws and regulations and regulations of
any  self-regulatory  organizations  to  which the Company or its securities are
subject)  applicable  to  the Company or any of its Subsidiaries or by which any
property or asset of the Company or any of its Subsidiaries is bound or affected
(except  for  such conflicts, defaults, terminations, amendments, accelerations,
cancellations  and  violations  as  would not, individually or in the aggregate,
have  a  Material  Adverse  Effect).  To  the  Company's  knowledge, neither the
Company  nor  any  of  its  Subsidiaries  is  in violation of its Certificate of
Incorporation, By-laws or other organizational documents and neither the Company
nor  any of its Subsidiaries is in default (and no event has occurred which with
notice or lapse of time or both could put the Company or any of its Subsidiaries
in default) under, and neither the Company nor any of its Subsidiaries has taken
any  action or failed to take any action that would give to others any rights of
termination,  amendment,  acceleration  or  cancellation  of,  any  agreement,
indenture  or  instrument  to  which the Company or any of its Subsidiaries is a
party  or  by  which  any  property  or  assets  of  the  Company  or any of its
Subsidiaries  is  bound  or affected, except for possible defaults as would not,
individually  or  in  the  aggregate,  have  a  Material  Adverse Effect. To the
Company's knowledge, the businesses of the Company and its Subsidiaries, if any,
are  not being conducted, and shall not be conducted so long as a Buyer owns any
of  the  Securities,  in  violation  of  any law, ordinance or regulation of any
governmental  entity.  Except as specifically contemplated by this Agreement and
as  required  under  the  1933 Act and any applicable state securities laws, the
Company  is  not  required  to obtain any consent, authorization or order of, or
make any filing or registration with, any court, governmental agency, regulatory
agency, self regulatory organization or stock market or any third party in order
for  it  to  execute,  deliver  or  perform  any  of  its obligations under this
Agreement,  the Registration Rights Agreement, the Debentures or the Warrants in
accordance  with the terms hereof or thereof or to issue and sell the Debentures
and  Warrants  in  accordance  with the terms hereof and to issue the Conversion
Shares upon conversion of the Debentures and the Warrant Shares upon exercise of
the  Warrants.  Except  as  disclosed  in  SCHEDULE  3(F),  all  consents,
authorizations,  orders, filings and registrations which the Company is required
to  obtain  pursuant to the preceding sentence have been obtained or effected on
or  prior to the date hereof.  To the Company's knowledge, the Company is not in
violation  of  the  listing  requirements of the Over-the-Counter Bulletin Board
(the  "OTCBB")  and does not reasonably anticipate that the Common Stock will be
delisted  by  the  OTCBB  in  the  foreseeable  future.  The  Company  and  its
Subsidiaries  are unaware of any facts or circumstances which might give rise to
any  of  the  foregoing.

G.     SEC  DOCUMENTS;  FINANCIAL  STATEMENTS.  The Company has timely filed all
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reports,  schedules,  forms, statements and other documents required to be filed
by  it  with  the  SEC  pursuant to the reporting requirements of the Securities
Exchange  Act  of  1934, as amended (the "1934 ACT") (all of the foregoing filed
prior  to  the  date  hereof  and  all  exhibits  included therein and financial
statements  and  schedules  thereto  and  documents (other than exhibits to such
documents)  incorporated  by  reference  therein,  being hereinafter referred to
herein as the "SEC DOCUMENTS").  The Company has delivered or made available via
the Internet to each Buyer true and complete copies of the SEC Documents, except
for such exhibits and incorporated documents.  As of their respective dates, the
SEC  Documents  complied  in  all material respects with the requirements of the
1934  Act  and  the  rules  and  regulations  of  the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they
were  filed  with  the SEC, contained any untrue statement of a material fact or
omitted  to  state a material fact required to be stated therein or necessary in
order  to make the statements therein, in light of the circumstances under which
they  were  made,  not  misleading.  None of the statements made in any such SEC
Documents  is,  or  has been, required to be amended or updated under applicable
law  (except  for  such statements as have been amended or updated in subsequent
filings  prior  the  date  hereof).  As of their respective dates, the financial
statements  of  the Company included in the SEC Documents complied as to form in
all  material respects with applicable accounting requirements and the published
rules  and  regulations  of  the  SEC  with  respect  thereto.  Such  financial
statements  have  been  prepared  in  accordance  with  United  States generally
accepted  accounting  principles,  consistently  applied,  during  the  periods
involved  (except (i) as may be otherwise indicated in such financial statements
or  the  notes  thereto, or (ii) in the case of unaudited interim statements, to
the  extent  they  may  not  include  footnotes  or  may be condensed or summary
statements)  and  fairly  present  in  all  material  respects  the consolidated
financial  position  of  the Company and its consolidated Subsidiaries as of the
dates  thereof  and  the consolidated results of their operations and cash flows
for  the  periods  then  ended (subject, in the case of unaudited statements, to
normal  year-end  audit  adjustments).  Except  as  set  forth  in the financial
statements  of  the  Company  included  in the SEC Documents, the Company has no
liabilities, contingent or otherwise, other than (i) liabilities incurred in the
ordinary course of business subsequent to December 31, 2000 and (ii) obligations
under  contracts and commitments incurred in the ordinary course of business and
not  required  under generally accepted accounting principles to be reflected in
such  financial  statements,  which,  individually  or in the aggregate, are not
material  to  the  financial  condition  or  operating  results  of the Company.

H.     ABSENCE  OF  CERTAIN  CHANGES.  Since  April  1,  2001, there has been no
       -----------------------------
material  adverse  change  and  no  material  adverse development in the assets,
liabilities,  business,  properties, operations, financial condition, results of
operations  or  prospects  of  the  Company  or  any  of  its  Subsidiaries.

I.     ABSENCE  OF  LITIGATION.  There  is  no  action, suit, claim, proceeding,
       -----------------------
inquiry  or  investigation  before  or  by  any  court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the
Company  or any of its Subsidiaries, threatened against or affecting the Company
or  any of its Subsidiaries, or their officers or directors in their capacity as
such,  that  could  have  a  Material  Adverse Effect.  SCHEDULE 3(I) contains a
complete  list  and  summary description of any pending or threatened proceeding
against  or  affecting the Company or any of its Subsidiaries, without regard to
whether  it  would  have  a  Material  Adverse  Effect.  The  Company  and  its
Subsidiaries  are unaware of any facts or circumstances which might give rise to
any  of  the  foregoing.

J.     PATENTS,  COPYRIGHTS, ETC.  The Company and each of its Subsidiaries owns
       -------------------------
or  possesses  the  requisite  licenses  or  rights  to  use all patents, patent
applications,  patent  rights,  inventions, know-how, trade secrets, trademarks,
trademark applications, service marks, service names, trade names and copyrights
("INTELLECTUAL  PROPERTY") necessary to enable it to conduct its business as now
operated  (and,  except as set forth in SCHEDULE 3(J) hereof, to the best of the
Company's  knowledge,  as  presently contemplated to be operated in the future);
there  is no claim or action by any person pertaining to, or proceeding pending,
or  to  the  Company's  knowledge  threatened, which challenges the right of the
Company  or  of a Subsidiary with respect to any Intellectual Property necessary
to  enable  it to conduct its business as now operated (and, except as set forth
in  SCHEDULE  3(J)  hereof, to the best of the Company's knowledge, as presently
contemplated  to  be  operated  in  the  future);  to  the best of the Company's
knowledge,  the  Company's  or  its Subsidiaries' current and intended products,
services  and  processes  do  not infringe on any Intellectual Property or other
rights  held  by  any  person;  and  the  Company  is  unaware  of  any facts or
circumstances  which  might  give rise to any of the foregoing.  The Company and
each  of its Subsidiaries have taken reasonable security measures to protect the
secrecy,  confidentiality  and  value  of  their  Intellectual  Property.

K.     NO MATERIALLY ADVERSE CONTRACTS, ETC.  Neither the Company nor any of its
       ------------------------------------
Subsidiaries is subject to any charter, corporate or other legal restriction, or
any  judgment,  decree,  order,  rule or regulation which in the judgment of the
Company's  officers  has or is expected in the future to have a Material Adverse
Effect.  Neither  the  Company  nor  any  of  its Subsidiaries is a party to any
contract  or agreement which in the judgment of the Company's officers has or is
expected  to  have  a  Material  Adverse  Effect.

L.     TAX  STATUS.  Except  as set forth on SCHEDULE 3(L), the Company and each
       -----------
of  its Subsidiaries has made or filed all federal, state and foreign income and
all  other tax returns, reports and declarations required by any jurisdiction to
which  it is subject (unless and only to the extent that the Company and each of
its  Subsidiaries  has set aside on its books provisions reasonably adequate for
the payment of all unpaid and unreported taxes) and has paid all taxes and other
governmental  assessments  and  charges  that  are  material in amount, shown or
determined  to  be  due  on such returns, reports and declarations, except those
being  contested  in  good  faith  and  has  set  aside  on its books provisions
reasonably  adequate  for the payment of all taxes for periods subsequent to the
periods  to  which  such  returns,  reports or declarations apply.  There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any  jurisdiction, and the officers of the Company know of no basis for any such
claim.  The  Company  has  not  executed a waiver with respect to the statute of
limitations  relating  to  the assessment or collection of any foreign, federal,
state or local tax.  Except as set forth on SCHEDULE 3(L), none of the Company's
tax  returns  is  presently  being  audited  by  any  taxing  authority.
M.     CERTAIN  TRANSACTIONS.  Except  as  set forth on SCHEDULE 3(M) and except
       ---------------------
for  arm's  length  transactions  pursuant  to  which  the Company or any of its
Subsidiaries  makes  payments  in  the ordinary course of business upon terms no
less  favorable  than  the  Company or any of its Subsidiaries could obtain from
third  parties  and  other than the grant of stock options disclosed on SCHEDULE
3(C),  none of the officers, directors, or employees of the Company is presently
a  party  to  any transaction with the Company or any of its Subsidiaries (other
than for services as employees, officers and directors), including any contract,
agreement  or  other  arrangement providing for the furnishing of services to or
by,  providing  for rental of real or personal property to or from, or otherwise
requiring  payments to or from any officer, director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which  any officer, director, or any such employee has a substantial interest or
is  an  officer,  director,  trustee  or  partner.

N.     DISCLOSURE.  All information relating to or concerning the Company or any
       ----------
of  its  Subsidiaries  set  forth  in  this Agreement and provided to the Buyers
pursuant  to  Section  2(d)  hereof  and  otherwise  in  connection  with  the
transactions  contemplated  hereby  is true and correct in all material respects
and  the  Company has not knowingly omitted to state any material fact necessary
in  order  to  make  the  statements  made  herein  or  therein, in light of the
circumstances  under  which  they  were  made,  not  misleading.  No  event  or
circumstance  has  occurred  or exists with respect to the Company or any of its
Subsidiaries  or  its  or  their  business, properties, prospects, operations or
financial  conditions, which, under applicable law, rule or regulation, requires
public  disclosure  or  announcement  by  the  Company but which has not been so
publicly  announced  or  disclosed (assuming for this purpose that the Company's
reports  filed  under  the  1934  Act  are  being incorporated into an effective
registration  statement  filed  by  the  Company  under  the  1933  Act).

O.     ACKNOWLEDGMENT  REGARDING  BUYERS'  PURCHASE  OF SECURITIES.  The Company
       -----------------------------------------------------------
acknowledges  and  agrees  that  the Buyers are acting solely in the capacity of
arm's  length  purchasers  with  respect  to this Agreement and the transactions
contemplated  hereby.  The  Company further acknowledges that no Buyer is acting
as  a financial advisor or fiduciary of the Company (or in any similar capacity)
with  respect to this Agreement and the transactions contemplated hereby and any
statement made by any Buyer or any of their respective representatives or agents
in  connection  with  this Agreement and the transactions contemplated hereby is
not  advice or a recommendation and is merely incidental to the Buyers' purchase
of  the  Securities.  The  Company  further  represents  to  each Buyer that the
Company's  decision  to  enter  into this Agreement has been based solely on the
independent  evaluation  of  the  Company  and  its  representatives.

P.     NO  INTEGRATED OFFERING.  Neither the Company, nor any of its affiliates,
       -----------------------
nor  any  person  acting on its or their behalf, has directly or indirectly made
any  offers or sales in any security or solicited any offers to buy any security
under  circumstances  that  would require registration under the 1933 Act of the
issuance  of  the  Securities  to  the  Buyers.  To the Company's knowledge, the
issuance  of  the Securities to the Buyers will not be integrated with any other
issuance  of  the Company's securities (past, current or future) for purposes of
any stockholder approval provisions applicable to the Company or its securities.

Q.     NO BROKERS.  The Company has taken no action which would give rise to any
       ----------
claim  by  any  person  for  brokerage  commissions, transaction fees or similar
payments  relating  to  this  Agreement or the transactions contemplated hereby.

R.     PERMITS;  COMPLIANCE.  The  Company  and  each  of its Subsidiaries is in
       --------------------
possession  of  all  franchises,  grants,  authorizations,  licenses,  permits,
easements,  variances,  exemptions, consents, certificates, approvals and orders
necessary  to own, lease and operate its properties and to carry on its business
as it is now being conducted (collectively, the "COMPANY PERMITS"), and there is
no  action  pending  or,  to  the knowledge of the Company, threatened regarding
suspension  or  cancellation of any of the Company Permits.  Neither the Company
nor  any of its Subsidiaries is in conflict with, or in default or violation of,
any  of  the  Company  Permits,  except  for  any  such  conflicts,  defaults or
violations  which,  individually  or  in  the aggregate, would not reasonably be
expected  to  have  a Material Adverse Effect.  Since December 31, 2000, neither
the  Company  nor  any  of  its  Subsidiaries has received any notification with
respect to possible conflicts, defaults or violations of applicable laws, except
for  notices  relating  to  possible  conflicts,  defaults  or violations, which
conflicts,  defaults  or  violations  would  not have a Material Adverse Effect.

S.     ENVIRONMENTAL  MATTERS.
       ----------------------
(I)     Except  as  set  forth  in  SCHEDULE  3(S),  there are, to the Company's
knowledge,  with  respect  to  the  Company  or  any  of its Subsidiaries or any
predecessor  of the Company, no past or present violations of Environmental Laws
(as  defined  below),  releases  of  any material into the environment, actions,
activities,  circumstances,  conditions,  events,  incidents,  or  contractual
obligations which may give rise to any common law environmental liability or any
     liability  under the Comprehensive Environmental Response, Compensation and
Liability  Act  of  1980  or  similar  federal, state, local or foreign laws and
neither  the  Company  nor  any of its Subsidiaries has received any notice with
respect  to any of the foregoing, nor is any action pending or, to the Company's
knowledge,  threatened  in  connection  with  any  of  the  foregoing.  The term
"ENVIRONMENTAL LAWS" means all federal, state, local or foreign laws relating to
pollution  or  protection of human health or the environment (including, without
limitation,  ambient air, surface water, groundwater, land surface or subsurface
strata),  including, without limitation, laws relating to emissions, discharges,
releases  or threatened releases of chemicals, pollutants contaminants, or toxic
or hazardous substances or wastes (collectively, "HAZARDOUS MATERIALS") into the
environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as  well  as  all  authorizations,  codes,  decrees,  demands or demand letters,
injunctions,  judgments,  licenses,  notices or notice letters, orders, permits,
plans  or  regulations  issued,  entered,  promulgated  or  approved thereunder.
(II)     Other  than  those  that  are  or  were  stored, used or disposed of in
compliance with applicable law, no Hazardous Materials are contained on or about
any  real  property currently owned, leased or used by the Company or any of its
Subsidiaries,  and  no  Hazardous  Materials  were released on or about any real
property  previously  owned,  leased  or  used  by  the  Company  or  any of its
Subsidiaries  during  the  period  the property was owned, leased or used by the
Company or any of its Subsidiaries, except in the normal course of the Company's
or  any  of  its  Subsidiaries'  business.
(III)     Except as set forth in SCHEDULE 3(S), there are no underground storage
tanks  on or under any real property owned, leased or used by the Company or any
of  its  Subsidiaries  that  are  not  in  compliance  with  applicable  law.

T.     TITLE  TO  PROPERTY.  The  Company  and  its  Subsidiaries  have good and
       -------------------
marketable  title  in  fee  simple  to all real property and good and marketable
title  to  all personal property owned by them which is material to the business
of  the  Company and its Subsidiaries, in each case free and clear of all liens,
encumbrances  and  defects except such as are described in SCHEDULE 3(T) or such
as  would  not have a Material Adverse Effect.  Any real property and facilities
held  under  lease  by  the  Company and its Subsidiaries are held by them under
valid,  subsisting and enforceable leases with such exceptions as would not have
a  Material  Adverse  Effect.

U.     INSURANCE.  The  Company  and  each  of  its  Subsidiaries are insured by
       ---------
insurers  of  recognized  financial responsibility against such losses and risks
and  in  such  amounts  as  management of the Company believes to be prudent and
customary  in  the  businesses  in  which  the  Company and its Subsidiaries are
engaged.  Neither  the Company nor any such Subsidiary has any reason to believe
that  it  will  not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may
be  necessary  to continue its business at a cost that would not have a Material
Adverse  Effect.

V.     INTERNAL  ACCOUNTING  CONTROLS.  The Company and each of its Subsidiaries
       ------------------------------
maintain a system of internal accounting controls sufficient, in the judgment of
the  Company's  board  of  directors,  to  provide reasonable assurance that (i)
transactions  are  executed  in accordance with management's general or specific
authorizations,  (ii)  transactions  are  recorded  as  necessary  to  permit
preparation  of  financial  statements  in  conformity  with  generally accepted
accounting  principles  and  to  maintain  asset accountability, (iii) access to
assets  is  permitted  only  in accordance with management's general or specific
authorization  and  (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect  to  any  differences.
W.     FOREIGN  CORRUPT  PRACTICES.  Neither  the  Company,  nor  any  of  its
       ---------------------------
Subsidiaries,  nor any director, officer, agent, employee or other person acting
       --
on  behalf  of  the  Company or any Subsidiary has, in the course of his actions
for,  or  on  behalf  of, the Company, used any corporate funds for any unlawful
contribution,  gift,  entertainment  or  other  unlawful  expenses  relating  to
political  activity; made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or is
in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977,
as  amended,  or  made any bribe, rebate, payoff, influence payment, kickback or
other  unlawful  payment  to  any  foreign  or  domestic  government official or
employee.
X.     SOLVENCY.  The  Company  (after  giving  effect  to  the  transactions
       --------
contemplated  by this Agreement) is solvent (i.e., its assets have a fair market
value  in  excess  of the amount required to pay its probable liabilities on its
existing  debts  as  they become absolute and matured) and currently the Company
has  no  information  that would lead it to reasonably conclude that the Company
would  not,  after  giving  effect  to  the  transaction  contemplated  by  this
Agreement, have the ability to, nor does it intend to take any action that would
impair  its  ability  to, pay its debts from time to time incurred in connection
therewith as such debts mature.  The Company did not receive a qualified opinion
from  its  auditors  with  respect to its most recent fiscal year end and, after
giving  effect  to  the  transactions  contemplated  by this Agreement, does not
anticipate  or know of any basis upon which its auditors might issue a qualified
opinion  in  respect  of  its  current  fiscal  year.

Y.     NO  INVESTMENT  COMPANY.  The  Company  is not, and upon the issuance and
       -----------------------
sale  of  the  Securities  as  contemplated  by  this  Agreement  will not be an
"investment  company" required to be registered under the Investment Company Act
of  1940  (an  "INVESTMENT  COMPANY").  The  Company  is  not  controlled  by an
Investment  Company.

Z.     BREACH  OF REPRESENTATIONS AND WARRANTIES BY THE COMPANY.  If the Company
       ---------------------------------------------------------
materially  breaches  any of the representations or warranties set forth in this
Section  3,  and  in  addition  to  any  other  remedies available to the Buyers
pursuant  to  this  Agreement,  the  Company shall pay to the Buyer the Standard
Liquidated  Damages Amount in cash or in shares of Common Stock at the option of
the  Buyer,  until  such  breach  is  cured.  If the Buyers elect to be paid the
Standard Liquidated Damages Amounts in shares of Common Stock, such shares shall
be  issued  at  the  Conversion  Price  at  the  time  of  payment.

     4.     COVENANTS.
            ---------

A.     BEST  EFFORTS.  The  parties shall use their best efforts to satisfy
       -------------
timely  each  of  the conditions described in Section 6 and 7 of this Agreement.

B.     FORM  D; BLUE SKY LAWS.  The Company agrees to file a Form D with respect
       ----------------------
to  the  Securities as required under Regulation D and to provide a copy thereof
to  each  Buyer promptly after such filing.  The Company shall, on or before the
Closing  Date,  take  such  action  as the Company shall reasonably determine is
necessary  to  qualify  the  Securities for sale to the Buyers at the applicable
closing  pursuant  to  this  Agreement under applicable securities or "blue sky"
laws  of  the  states  of the United States (or to obtain an exemption from such
qualification),  and  shall provide evidence of any such action so taken to each
Buyer  on  or  prior  to  the  Closing  Date.

     C.     REPORTING  STATUS;  ELIGIBILITY  TO  USE  FORM  S-3,  SB-2  OR  FORM
            --------------------------------------------------------------------
S-1.  The  Company's  Common Stock is registered under Section 12(g) of the 1934
---
Act.  The Company represents and warrants that it meets the requirements for the
use of Form S-3 (of if Company is not eligible for the use of Form S-3 as of the
Filing  Date  (as defined in the Registration Rights Agreement), the Company may
use  the  form  of  registration  for  which  it  is  eligible at that time) for
registration  of the sale by the Buyer of the Registrable Securities (as defined
in  the  Registration Rights Agreement).  So long as the Buyer beneficially owns
any  of the Securities, the Company shall timely file all reports required to be
filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate
its  status as an issuer required to file reports under the 1934 Act even if the
1934  Act or the rules and regulations thereunder would permit such termination.
The  Company  further  agrees  to  file  all reports required to be filed by the
Company with the SEC in a timely manner so as to become eligible, and thereafter
to maintain its eligibility, for the use of Form S-3.  The Company shall issue a
press  release  describing  the  materials terms of the transaction contemplated
hereby  as  soon  as practicable following the Closing Date but in no event more
than  two  (2)  business  days of the Closing Date, which press release shall be
subject  to  prior  review  by  the  Buyers.  The Company agrees that such press
release  shall not disclose the name of the Buyers unless expressly consented to
in writing by the Buyers or unless required by applicable law or regulation, and
then  only  to  the  extent  of  such  requirement.

D.     USE  OF  PROCEEDS.  The Company shall use the proceeds from the sale
            -----------------
of  the  Debentures  and  the  Warrants in the manner set forth in SCHEDULE 4(D)
attached  hereto  and made a part hereof  and shall not, directly or indirectly,
use  such  proceeds  for  any  loan  to  or investment in any other corporation,
partnership, enterprise or other person (except in connection with its currently
existing  direct  or  indirect  Subsidiaries)

E.     FUTURE OFFERINGS.  Subject to the exceptions described below, the Company
       ----------------
will  not,  without  the  prior written consent of a majority-in-interest of the
Buyers, not to be unreasonably withheld, negotiate or contract with any party to
obtain  additional  equity  financing  (including  debt financing with an equity
component)  that  involves (A) the issuance of Common Stock at a discount to the
market  price  of  the Common Stock on the date of issuance (taking into account
the  value  of  any  warrants  or  options  to  acquire  Common  Stock issued in
connection  therewith)  or  (B)  the issuance of convertible securities that are
convertible  into  an  indeterminate number of shares of Common Stock or (C) the
issuance  of  warrants during the period (the "LOCK-UP PERIOD") beginning on the
Closing  Date and ending on the later of (i) two hundred seventy (270) days from
the  Closing  Date  and  (ii)  one  hundred eighty  (180) days from the date the
Registration  Statement  (as  defined  in  the Registration Rights Agreement) is
declared effective (plus any days in which sales cannot be made thereunder).  In
addition,  subject  to  the  exceptions  described  below,  the Company will not
conduct  any equity financing (including debt with an equity component) ("FUTURE
OFFERINGS")  during  the period beginning on the Closing Date and ending two (2)
years  after  the end of the Lock-up Period unless it shall have first delivered
to  each  Buyer, at least twenty (20) business days prior to the closing of such
Future  Offering,  written  notice  describing  the  proposed  Future  Offering,
including the terms and conditions thereof and proposed definitive documentation
to  be  entered into in connection therewith, and providing each Buyer an option
during the fifteen (15) day period following delivery of such notice to purchase
its  pro  rata  share (based on the ratio that the aggregate principal amount of
Debentures  purchased by it hereunder bears to the aggregate principal amount of
Debentures  purchased  hereunder)  of the securities being offered in the Future
Offering  on  the  same  terms  as  contemplated  by  such  Future Offering (the
limitations  referred  to  in  this  sentence  and  the  preceding  sentence are
collectively  referred  to  as the "CAPITAL RAISING LIMITATIONS").  In the event
the  terms  and  conditions  of  a  proposed  Future Offering are amended in any
respect  after  delivery  of  the  notice  to the Buyers concerning the proposed
Future Offering, the Company shall deliver a new notice to each Buyer describing
the  amended terms and conditions of the proposed Future Offering and each Buyer
thereafter  shall  have  an  option during the fifteen (15) day period following
delivery  of  such  new  notice to purchase its pro rata share of the securities
being  offered  on  the  same  terms  as  contemplated  by  such proposed Future
Offering,  as  amended.  The  foregoing  sentence  shall  apply  to  successive
amendments  to  the  terms  and conditions of any proposed Future Offering.  The
Capital  Raising  Limitations  shall  not apply to any transaction involving (i)
issuances  of  securities  in  a  firm  commitment  underwritten public offering
(excluding  a continuous offering pursuant to Rule 415 under the 1933 Act), (ii)
issuances of securities as consideration for a merger, consolidation or purchase
of assets, or in connection with any strategic partnership or joint venture (the
primary  purpose of which is not to raise equity capital), or in connection with
the  disposition or acquisition of a business, product or license by the Company
or (iii) issuances of securities in connection with the Dutchess Equity Line (as
defined  in  Section  4(m)  below),  provided  that  such  issuances are made in
compliance  with Section 4(m) below.  The Capital Raising Limitations also shall
not  apply  to  the  issuance  of  securities upon exercise or conversion of the
Company's  options,  warrants  or other convertible securities outstanding as of
the  date  hereof  or  to  the  grant  of additional options or warrants, or the
issuance  of additional securities, under any Company stock option or restricted
stock  plan  approved by the Stockholders of the Company.  In the event that the
Company  completes a Future Offering on terms more favorable to another investor
than  the  transaction  contemplated hereby, the terms of the Debentures and the
Warrants  will  be  amended  to  reflect  such  more  favorable  terms.

F.     EXPENSES.  At  the  Closing,  the  Company  shall  reimburse  Buyers  for
       --------
expenses  incurred  by  it  in  connection  with  the  negotiation, preparation,
execution,  delivery  and performance of this Agreement and the other agreements
to  be  executed  in  connection  herewith  ("Documents"),  including,  without
limitation,  attorneys'  and  consultants'  fees  and  expenses.

G.     FINANCIAL  INFORMATION.  If requested by any Buyer, the Company agrees to
       ----------------------
send the following reports to such Buyer until such Buyer transfers, assigns, or
sells  all of the Securities: (i) within ten (10) days after the filing with the
SEC,  a  copy of its Annual Report on Form 10-KSB, its Quarterly Reports on Form
10-QSB  and  any  Current  Reports  on  Form  8-K; (ii) within one (1) day after
release,  copies  of  all  press  releases  issued  by the Company or any of its
Subsidiaries; and (iii) contemporaneously with the making available or giving to
the  stockholders of the Company, copies of any notices or other information the
Company  makes  available  or  gives  to  such  stockholders.

H.     AUTHORIZATION  AND RESERVATION OF SHARES.  The Company shall at all times
       ----------------------------------------
have  authorized,  and reserved for the purpose of issuance, a sufficient number
of  shares of Common Stock to provide for the full conversion or exercise of the
outstanding  Debentures  and  Warrants and issuance of the Conversion Shares and
Warrant  Shares  in  connection  therewith (based on the Conversion Price of the
Debentures or Exercise Price of the Warrants in effect from time to time) and as
otherwise  required  by the Debentures.  The Company shall not reduce the number
of  shares  of  Common Stock reserved for issuance upon conversion of Debentures
and  exercise  of  the  Warrants without the consent of each Buyer.  The Company
shall  at  all  times  maintain the number of shares of Common Stock so reserved
for  issuance  at  an  amount  ("RESERVED AMOUNT") equal to no less than two (2)
times  the  number  that  is  then actually issuable upon full conversion of the
Debentures  and  Additional Debentures and upon exercise of the Warrants and the
Additional  Warrants  (based  on  the  Conversion Price of the Debentures or the
Exercise Price of the Warrants in effect from time to time).  If at any time the
number  of  shares  of  Common  Stock  authorized  and  reserved  for  issuance
("AUTHORIZED  AND  RESERVED  SHARES")  is below the Reserved Amount, the Company
will  promptly  take  all  corporate action necessary to authorize and reserve a
sufficient  number  of  shares, including, without limitation, calling a special
meeting  of  stockholders  to  authorize additional shares to meet the Company's
obligations  under  this  Section 4(h), in the case of an insufficient number of
authorized shares, obtain stockholder approval of an increase in such authorized
number of shares, and voting the management shares of the Company in favor of an
increase  in  the  authorized shares of the Company to ensure that the number of
authorized  shares  is  sufficient  to meet the Reserved Amount.  If the Company
fails  to obtain such shareholder approval within forty-five (45) days following
the  date  on  which  the  number  of Authorized and Reserved Shares exceeds the
Reserved  Amount,  the Company shall pay to the Borrower the Standard Liquidated
Damages Amount, in cash or in shares of Common Stock at the option of the Buyer.
If  the Buyer elects to be paid the Standard Liquidated Damages Amount in shares
of Common Stock, such shares shall be issued at the Conversion Price at the time
of  payment.  In  order  to  ensure that the Company has authorized a sufficient
amount  of  shares  to  meet  the Reserved Amount at all times, the Company must
deliver  to the Buyer at the end of every month a list detailing (1) the current
amount  of  shares authorized by the Company and reserved for the Buyer; and (2)
amount of shares issuable upon conversion of the Debentures and upon exercise of
the  Warrants and as payment of interest accrued on the Debentures for one year.
If  the  Company fails to provide such list within ten (10) business days of the
end of each month, the Company shall pay the Standard Liquidated Damages Amount,
in  cash or in shares of Common Stock at the option of the Buyer, until the list
is  delivered.  If  the  Buyer elects to be paid the Standard Liquidated Damages
Amount  in shares of Common Stock, such shares shall be issued at the Conversion
Price  at  the  time  of  payment.

I.     LISTING.  The Company shall promptly secure the listing of the Conversion
       -------
Shares  and  Warrant  Shares upon each national securities exchange or automated
quotation  system,  if  any,  upon  which shares of Common Stock are then listed
(subject  to  official notice of issuance) and, so long as any Buyer owns any of
the  Securities,  shall  maintain,  so  long as any other shares of Common Stock
shall  be  so  listed,  such listing of all Conversion Shares and Warrant Shares
from  time to time issuable upon conversion of the Debentures or exercise of the
Warrants.  The  Company  will  obtain  and, so long as any Buyer owns any of the
Securities,  maintain  the listing and trading of its Common Stock on the OTCBB,
the  Nasdaq  National  Market  ("NASDAQ"),  the  Nasdaq SmallCap Market ("NASDAQ
SMALLCAP"), the New York Stock Exchange ("NYSE"), or the American Stock Exchange
("AMEX")  and  will  comply in all respects with the Company's reporting, filing
and  other  obligations under the bylaws or rules of the National Association of
Securities  Dealers  ("NASD")  and  such  exchanges, as applicable.  The Company
shall  promptly provide to each Buyer copies of any notices it receives from the
OTCBB  and any other exchanges or quotation systems on which the Common Stock is
then  listed regarding the continued eligibility of the Common Stock for listing
on  such  exchanges  and  quotation  systems.

J.     CORPORATE EXISTENCE.  So long as a Buyer beneficially owns any Debentures
       -------------------
or  Warrants,  the  Company shall maintain its corporate existence and shall not
sell  all or substantially all of the Company's assets, except in the event of a
merger  or  consolidation  or  sale of all or substantially all of the Company's
assets,  where the surviving or successor entity in such transaction (i) assumes
the  Company's  obligations  hereunder  and under the agreements and instruments
entered  into  in  connection herewith and (ii) is a publicly traded corporation
whose  Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap,
NYSE  or  AMEX.

K.     NO  INTEGRATION.  The  Company  shall not make any offers or sales of any
       ---------------
security  (other  than  the  Securities)  under circumstances that would require
registration  of  the  Securities being offered or sold hereunder under the 1933
Act  or  cause  the  offering  of the Securities to be integrated with any other
offering  of  securities  by  the  Company  for  the  purpose of any stockholder
approval  provision  applicable  to  the  Company  or  its  securities.

L.     SUBSEQUENT  INVESTMENT.  The  Company and the Buyers agree that, upon the
       ----------------------
declaration  of effectiveness of the Registration Statement to be filed pursuant
to  the  Registration  Rights Agreement (the "EFFECTIVE DATE"), the Buyers shall
purchase  additional  debentures  ("ADDITIONAL  DEBENTURES")  in  the  aggregate
principal amount of Two Hundred Fifty Thousand Dollars ($250,000) and additional
warrants  (the "ADDITIONAL WARRANTS") to purchase an aggregate of 500,000 shares
of  Common  Stock, for an aggregate purchase price of Two Hundred Fifty Thousand
Dollars  ($250,000),  with the closing of such purchase to occur within ten (10)
business  days  of the Effective Date; provided, however, that the obligation of
                                       --------  -------
each  Buyer to purchase the Additional Debentures and the Additional Warrants is
subject to the satisfaction, at or before the closing of such purchase and sale,
of the conditions set forth in Section 7; and, provided, further, that (i) there
                                               --------  -------
shall not have been a Material Adverse Effect as of such effective date and (ii)
the  Company  shall  have  received  lock-up agreements with respect to at least
sixty  percent  (60%)  of  the  shares  of common stock issued by the Company to
certain  investors  pursuant  to  Regulation  S under the 1933 Act (the "LOCK-UP
CONDITION").  The terms of the Additional Debentures and the Additional Warrants
shall  be identical to the terms of the Debentures and Warrants, as the case may
be,  to  be  issued  pursuant  to this Agreement.  The failure of the Company to
satisfy the Lock-Up Condition shall in no way affect the Closing with respect to
the  purchase  and  sale of the Debentures and the Warrants on the Closing Date.
The  Common  Stock  underlying  the  Additional  Debentures  and  the Additional
Warrants  shall be Registrable Securities (as defined in the Registration Rights
Agreement)  and  shall  be  included  in  the Registration Statement to be filed
pursuant  to  the  Registration  Rights  Agreement.

M.     DUTCHESS EQUITY LINE.  The Company hereby represents that it entered into
       --------------------
an  equity  line of credit agreement on or about December 10, 2001 with Dutchess
Private  Equities  Fund, LP ("DUTCHESS"), providing for the purchase by Dutchess
of up to $10,000,000 of Common Stock of the Company and the registration of such
shares  of  Common  Stock  under the 1933 Act (the "DUTCHESS EQUITY LINE").  The
Company  further  represents  that  it has received the agreement by Dutchess to
defer  Dutchess's  rights  under  the  Dutchess  Equity  Line, including without
limitation the right to purchase shares of Common Stock pursuant to the Dutchess
Equity  Line and the right to have any shares of Common Stock issued or issuable
pursuant  to  the Dutchess Equity Line registered under the 1933 Act, until such
time  as  (i)  the  shares  of  Common  Stock  issuable  upon  conversion of the
Debentures,  the Additional Debentures, the Warrants and the Additional Warrants
have  been  registered  under the 1933 Act and (ii) at least eighty-five percent
(85%) of the Debentures and Additional Debentures (or the shares of Common Stock
issued  or  issuable  pursuant  to the conversion thereof) have been sold by the
Buyers.  The  Company  hereby  covenants  and  agrees that it will not issue any
shares  of  Common  Stock  to Dutchess or register any shares of Common Stock on
behalf  of  Dutchess  in  contravention  of the foregoing agreement and will not
otherwise  take  any  action  inconsistent  with  the  foregoing agreement.  The
Company  hereby  indemnifies  the  Buyers for any damage or loss incurred by the
Buyers  as  a  result  of  any breach by the Company of this Section 4(m) or any
breach  by  Dutchess  of  the  aforementioned  agreement  with  the  Company.

N.     INCREASE  IN  AUTHORIZED SHARES.  The Company represents that it has duly
       -------------------------------
and  validly  obtained the approval of its shareholders owning a majority of the
Company's  issued  and outstanding shares of Common Stock to increase the number
of  authorized  shares  of  Common  Stock from 100,000,000 shares to 500,000,000
shares  (the  "SHARE  INCREASE").  The  Company  hereby  covenants and agrees to
promptly take any and all action required under the 1934 Act and the laws of the
State  of  Texas to effect the Share Increase, including without limitation, (i)
the  filing with the SEC, on or before seven (7) days following the Closing Date
(the  "FILING  DATE"),  of  an  Information  Statement on Schedule 14C, (ii) the
mailing  to the Company's shareholders, on or before ten (10) days following the
Filing  Date,  of the Information Statement on Schedule 14C (the "MAILING DATE")
and  (iii)  the  filing with the Secretary of State of the State of Texas, on or
before twenty (20) days after the Mailing Date, of an amendment to the Company's
Certificate  of  Incorporation  to  effect  the  Share  Increase.

O.     BREACH  OF  COVENANTS.  If  the Company breaches any of the covenants set
       ---------------------
forth  in this Section 4, and in addition to any other remedies available to the
Buyers  pursuant  to  this  Agreement,  the  Company shall pay to the Buyers the
Standard  Liquidated Damages Amount, in cash or in shares of Common Stock at the
option of the Buyer, until such breach is cured.  If the Buyers elect to be paid
the Standard Liquidated Damages Amount in shares, such shares shall be issued at
the  Conversion  Price  at  the  time  of  payment.


5.     TRANSFER  AGENT  INSTRUCTIONS.  The  Company  shall  issue  irrevocable
       -----------------------------
instructions to its transfer agent to issue certificates, registered in the name
of  each  Buyer  or its nominee, for the Conversion Shares and Warrant Shares in
such  amounts  as  specified from time to time by each Buyer to the Company upon
conversion  of the Debentures or exercise of the Warrants in accordance with the
terms  thereof  (the  "IRREVOCABLE  TRANSFER  AGENT  INSTRUCTIONS").  Prior  to
registration  of  the Conversion Shares and Warrant Shares under the 1933 Act or
the  date on which the Conversion Shares and Warrant Shares may be sold pursuant
to  Rule  144  without  any  restriction  as to the number of Securities as of a
particular  date  that can then be immediately sold, all such certificates shall
bear  the  restrictive  legend specified in Section 2(g) of this Agreement.  The
Company  warrants  that no instruction other than the Irrevocable Transfer Agent
Instructions  referred  to  in this Section 5, and stop transfer instructions to
give  effect  to  Section  2(f) hereof (in the case of the Conversion Shares and
Warrant  Shares,  prior  to  registration  of  the Conversion Shares and Warrant
Shares under the 1933 Act or the date on which the Conversion Shares and Warrant
Shares may be sold pursuant to Rule 144 without any restriction as to the number
of  Securities  as of a particular date that can then be immediately sold), will
be  given  by  the  Company  to its transfer agent and that the Securities shall
otherwise  be freely transferable on the books and records of the Company as and
to  the extent provided in this Agreement and the Registration Rights Agreement.
Nothing  in  this  Section  shall  affect in any way the Buyer's obligations and
agreement  set  forth  in  Section  2(g)  hereof  to  comply with all applicable
prospectus  delivery requirements, if any, upon re-sale of the Securities.  If a
Buyer provides the Company with (i) an opinion of counsel in form, substance and
scope  customary  for  opinions in comparable transactions, to the effect that a
public  sale  or  transfer  of  such Securities may be made without registration
under  the  1933  Act  and  such  sale or transfer is effected or (ii) the Buyer
provides  reasonable assurances that the Securities can be sold pursuant to Rule
144,  the  Company shall permit the transfer, and, in the case of the Conversion
Shares  and Warrant Shares, promptly instruct its transfer agent to issue one or
more  certificates,  free  from  restrictive  legend,  in  such name and in such
denominations  as  specified  by  such  Buyer.  The  Company acknowledges that a
breach  by  it  of  its obligations hereunder will cause irreparable harm to the
Buyers,  by  vitiating  the  intent and purpose of the transactions contemplated
hereby.  Accordingly,  the  Company  acknowledges  that  the remedy at law for a
breach  of its obligations under this Section 5 may be inadequate and agrees, in
the  event  of a breach or threatened breach by the Company of the provisions of
this  Section,  that  the  Buyers  shall  be  entitled, in addition to all other
available  remedies,  to  an  injunction  restraining  any  breach and requiring
immediate  transfer,  without the necessity of showing economic loss and without
any  bond  or  other  security  being  required.

     6.     CONDITIONS  TO  THE COMPANY'S OBLIGATION TO SELL.  The obligation of
            ------------------------------------------------
the  Company  hereunder to issue and sell the Debentures and Warrants to a Buyer
at  the Closing is subject to the satisfaction, at or before the Closing Date of
each of the following conditions thereto, provided that these conditions are for
the  Company's  sole benefit and may be waived by the Company at any time in its
sole  discretion:

a.     The  applicable  Buyer  shall  have  executed this Agreement and the
Registration  Rights  Agreement,  and  delivered  the  same  to  the  Company.

b.     The  applicable  Buyer  shall  have  delivered  the  Purchase  Price  in
accordance  with  Section  1(b)  above.

c.     The  representations and warranties of the applicable Buyer shall be true
and  correct  in  all  material  respects as of the date when made and as of the
Closing  Date  as  though  made  at  that  time  (except for representations and
warranties  that  speak  as  of a specific date), and the applicable Buyer shall
have  performed,  satisfied  and  complied  in  all  material  respects with the
covenants, agreements and conditions required by this Agreement to be performed,
satisfied  or  complied  with by the applicable Buyer at or prior to the Closing
Date.

d.     No litigation, statute, rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed by or in
any  court  or  governmental  authority  of  competent  jurisdiction  or  any
self-regulatory  organization  having  authority  over  the matters contemplated
hereby  which prohibits the consummation of any of the transactions contemplated
by  this  Agreement.

     7.     CONDITIONS  TO  EACH BUYER'S OBLIGATION TO PURCHASE.  The obligation
            ---------------------------------------------------
of  each  Buyer hereunder to purchase the Debentures and Warrants at the Closing
is  subject  to  the  satisfaction, at or before the Closing Date of each of the
following  conditions,  provided that these conditions are for such Buyer's sole
benefit  and  may  be  waived  by such Buyer at any time in its sole discretion:

a.     The  Company shall have executed this Agreement and the Registration
Rights  Agreement,  and  delivered  the  same  to  the  Buyer.

b.     The  Company  shall have delivered to such Buyer duly executed Debentures
(in  such  denominations  as the Buyer shall request) and Warrants in accordance
with  Section  1(b)  above.

c.     The  Irrevocable  Transfer  Agent  Instructions,  in  form  and substance
satisfactory  to a majority-in-interest of the Buyers, shall have been delivered
to  and  acknowledged  in  writing  by  the  Company's  Transfer  Agent.

d.     The  representations  and  warranties  of  the  Company shall be true and
correct  in all material respects as of the date when made and as of the Closing
Date as though made at such time (except for representations and warranties that
speak as of a specific date) and the Company shall have performed, satisfied and
complied  in all material respects with the covenants, agreements and conditions
required  by  this  Agreement to be performed, satisfied or complied with by the
Company  at  or  prior  to  the  Closing  Date.  The Buyer shall have received a
certificate  or  certificates,  executed  by  the chief executive officer of the
Company,  dated  as  of the Closing Date, to the foregoing effect and as to such
other  matters  as  may be reasonably requested by such Buyer including, but not
limited  to  certificates  with  respect  to  the  Company's  Certificate  of
Incorporation,  By-laws  and  Board  of  Directors'  resolutions relating to the
transactions  contemplated  hereby.

e.     No litigation, statute, rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed by or in
any  court  or  governmental  authority  of  competent  jurisdiction  or  any
self-regulatory  organization  having  authority  over  the matters contemplated
hereby  which prohibits the consummation of any of the transactions contemplated
by  this  Agreement.

f.     No event shall have occurred which could reasonably be expected to have a
Material  Adverse  Effect  on  the  Company.

g.     The  Conversion  Shares and Warrant Shares shall have been authorized for
quotation  on  the OTCBB and trading in the Common Stock on the OTCBB  shall not
have  been  suspended  by  the  SEC  or  the  OTCBB.

h.     The  Buyer shall have received an opinion of the Company's counsel, dated
as  of the Closing Date, in form, scope and substance reasonably satisfactory to
the  Buyer  and  in  substantially the same form as EXHIBIT "D" attached hereto.

i.     The  Buyer  shall  have  received  an  officer's certificate described in
Section  3(c)  above,  dated  as  of  the  Closing  Date.


     8.     GOVERNING  LAW;  MISCELLANEOUS.
            ------------------------------
     A.     GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE ENFORCED, GOVERNED BY AND
            --------------
CONSTRUED  IN  ACCORDANCE  WITH  THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS  MADE AND TO BE PERFORMED ENTIRELY WITH SUCH STATE, WITHOUT REGARD TO
THE  PRINCIPLES  OF  CONFLICT  OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW  YORK  WITH  RESPECT  TO  ANY  DISPUTE  ARISING  UNDER  THIS  AGREEMENT, THE
AGREEMENTS  ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
THAT  SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING.  NOTHING  HEREIN  SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS
IN  ANY  OTHER  MANNER  PERMITTED  BY  LAW.  BOTH  PARTIES  AGREE  THAT  A FINAL
NON-APPEALABLE  JUDGMENT  IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY  BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE  PARTY  WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS  AGREEMENT  SHALL  BE  RESPONSIBLE  FOR  ALL  FEES  AND EXPENSES, INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY  THE  PREVAILING  PARTY  IN CONNECTION WITH SUCH
DISPUTE.

B.     COUNTERPARTS; SIGNATURES BY FACSIMILE.  This Agreement may be executed in
       -------------------------------------
one  or  more counterparts, each of which shall be deemed an original but all of
which  shall  constitute  one  and the same agreement and shall become effective
when  counterparts  have  been  signed  by each party and delivered to the other
party.  This  Agreement, once executed by a party, may be delivered to the other
party  hereto  by facsimile transmission of a copy of this Agreement bearing the
signature  of  the  party  so  delivering  this  Agreement.

C.     HEADINGS.  The  headings  of  this  Agreement  are  for  convenience  of
       --------
reference only and shall not form part of, or affect the interpretation of, this
Agreement.

D.     SEVERABILITY.  In  the  event  that  any  provision  of this Agreement is
       ------------
invalid  or  enforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to  the  extent  that it may conflict
therewith  and  shall be deemed modified to conform with such statute or rule of
law.  Any  provision  hereof  which may prove invalid or unenforceable under any
law  shall  not  affect  the  validity  or enforceability of any other provision
hereof.

E.     ENTIRE  AGREEMENT;  AMENDMENTS.  This  Agreement  and  the  instruments
       ------------------------------
referenced  herein  contain the entire understanding of the parties with respect
to  the matters covered herein and therein and, except as specifically set forth
herein  or  therein, neither the Company nor the Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters.  No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed  by  the  party  to  be  charged  with  enforcement.

F.     NOTICES.  Any  notices  required or permitted to be given under the terms
       -------
of  this Agreement shall be sent by certified or registered mail (return receipt
requested)  or  delivered  personally  or  by  courier  (including  a recognized
overnight  delivery  service)  or  by facsimile and shall be effective five days
after being placed in the mail, if mailed by regular United States mail, or upon
receipt, if delivered personally or by courier (including a recognized overnight
delivery  service)  or  by  facsimile,  in  each case addressed to a party.  The
addresses  for  such  communications  shall  be:

     If  to  the  Company:
     MarketCentral.net  Corp.
     6401  South  Boston  Street
     Villa  Q205
     Englewood,  Colorado  80111
     Attention:  Chairman,  President  and  Chief
     Executive  Officer
     Telephone:  720-489-1315
     Facsimile:   720-489-9485
     Email:  ptaylor07@earthlink.net

     With  copy  to:

Seth  A.  Farbman,  PC
301  Eastwood  Road
Woodmere,  New  York  11598
Attention:  Seth  A.  Farbman,  Esq.
Telephone:  516-569-6089
Facsimile:  516-569-6084
Email:  zsfarbman@aol.com

     If  to  a  Buyer:  To  the address set forth immediately below such Buyer's
name  on  the  signature  pages  hereto.

     With  copy  to:

Ballard  Spahr  Andrews  &  Ingersoll,  LLP
1735  Market  Street
51st  Floor
Philadelphia,  Pennsylvania  19103
Attention:  Gerald  J.  Guarcini,  Esq.
Telephone:  215-864-8625
Facsimile:  215-864-8999
Email:  guarcini@ballardspahr.com

     Each  party  shall  provide  notice  to  the  other  party of any change in
address.
G.     SUCCESSORS  AND  ASSIGNS.  This  Agreement shall be binding upon and
       ------------------------
inure  to  the benefit of the parties and their successors and assigns.  Neither
the  Company  nor  any  Buyer  shall  assign  this  Agreement  or  any rights or
obligations  hereunder  without  the  prior  written  consent  of  the  other.
Notwithstanding the foregoing, subject to Section 2(f), any Buyer may assign its
rights  hereunder  to  any  person  that  purchases  Securities  in  a  private
transaction  from a Buyer or to any of its "affiliates," as that term is defined
under  the  1934  Act,  without  the  consent  of  the  Company.

H.     THIRD PARTY BENEFICIARIES.  This Agreement is intended for the benefit of
       -------------------------
the parties hereto and their respective permitted successors and assigns, and is
not  for  the benefit of, nor may any provision hereof be enforced by, any other
person.

I.     SURVIVAL.  The  representations  and  warranties  of  the Company and the
       --------
agreements  and  covenants set forth in Sections 3, 4, 5 and 8 shall survive the
closing  hereunder  notwithstanding any due diligence investigation conducted by
or  on  behalf of the Buyers.  The Company agrees to indemnify and hold harmless
each  of  the Buyers and all their officers, directors, employees and agents for
loss or damage arising as a result of or related to any breach or alleged breach
by the Company of any of its representations, warranties and covenants set forth
in  Sections  3  and 4 hereof or any of its covenants and obligations under this
Agreement  or  the  Registration  Rights  Agreement,  including  advancement  of
expenses  as  they  are  incurred.

J.     PUBLICITY.  The  Company  and  each of the Buyers shall have the right to
       ---------
review  a  reasonable period of time before issuance of any press releases, SEC,
OTCBB  or  NASD  filings,  or  any  other  public statements with respect to the
transactions  contemplated  hereby; provided, however, that the Company shall be
                                    --------  -------
entitled,  without  the  prior approval of each of the Buyers, to make any press
release  or SEC, OTCBB (or other applicable trading market) or NASD filings with
respect  to  such  transactions as is required by applicable law and regulations
(although  each  of  the  Buyers shall be consulted by the Company in connection
with  any  such  press release prior to its release and shall be provided with a
copy  thereof  and  be  given  an  opportunity  to  comment  thereon).

K.     FURTHER ASSURANCES.  Each party shall do and perform, or cause to be done
       ------------------
and  performed,  all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

L.     NO  STRICT  CONSTRUCTION.  The  language  used  in this Agreement will be
       ------------------------
deemed  to be the language chosen by the parties to express their mutual intent,
and  no  rules  of  strict  construction  will  be  applied  against  any party.

M.     REMEDIES.  The  Company  acknowledges  that  a  breach  by  it  of  its
       --------
obligations hereunder will cause irreparable harm to the Buyers by vitiating the
intent  and  purpose  of  the transaction contemplated hereby.  Accordingly, the
Company  acknowledges  that  the  remedy  at law for a breach of its obligations
under  this Agreement will be inadequate and agrees, in the event of a breach or
threatened  breach  by the Company of the provisions of this Agreement, that the
Buyers  shall be entitled, in addition to all other available remedies at law or
in  equity, and in addition to the penalties assessable herein, to an injunction
or  injunctions  restraining,  preventing or curing any breach of this Agreement
and  to  enforce  specifically  the  terms  and  provisions  hereof, without the
necessity  of showing economic loss and without any bond or other security being
required.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
IN  WITNESS  WHEREOF,  the  undersigned  Buyers and the Company have caused this
Agreement  to  be  duly  executed  as  of  the  date  first  above  written.


MARKETCENTRAL.NET  CORP.


________________________________
Paul  Taylor
Chairman,  President  and  Chief  Executive  Officer


AJW  PARTNERS,  LLC
By:  SMS  Group,  LLC


______________________________________
Corey  S.  Ribotsky
Manager


RESIDENCE:  Delaware

ADDRESS:
155  First  Street,  Suite  B
Mineola,  New  York  11501
Facsimile:  (516)  739-7115
Telephone:  (516)  739-7110

AGGREGATE  SUBSCRIPTION  AMOUNT:

Aggregate  Principal  Amount  of  Debentures:     $70,000
Number  of  Warrants:     140,000
Aggregate  Purchase  Price:     $70,000

<PAGE>


NEW  MILLENNIUM  CAPITAL  PARTNERS  II,  LLC
By:  First  Street  Manager  II,  LLC


______________________________________
Glenn  A.  Arbeitman
Manager


RESIDENCE:  New  York

ADDRESS:
155  First  Street,  Suite  B
Mineola,  New  York  11501
Facsimile:  (516)  739-7115
Telephone:  (516)  739-7110



AGGREGATE  SUBSCRIPTION  AMOUNT:

Aggregate  Principal  Amount  of  Debentures:     $70,000
Number  of  Warrants:     140,000
Aggregate  Purchase  Price:     $70,000

<PAGE>


AJW/NEW  MILLENNIUM  OFFSHORE,  LTD.
By:  First  Street  Manager  II,  LLC


______________________________________
Glenn  A.  Arbeitman
Manager


RESIDENCE:         Cayman  Islands

ADDRESS:

AJW/New  Millennium  Offshore,  Ltd.
P.O.  Box  32021  SMB
Grand  Cayman,  Cayman  Island,  B.W.I.

AGGREGATE  SUBSCRIPTION  AMOUNT:

Aggregate  Principal  Amount  of  Debentures:     $75,000
Number  of  Warrants:     150,000
Aggregate  Purchase  Price:     $75,000

<PAGE>

PEGASUS  CAPITAL  PARTNERS,  LLC
By:  Pegasus  Manager,  LLC

____________________________________
Glenn  A.  Arbeitman
Manager


RESIDENCE:

ADDRESS:

Pegasus  Capital  Partners,  LLC
155  First  Street,  Suite  B
Mineola,  New  York  11501
Facsimile:     (516)  739-7115
Telephone:     (516)  739-7110


AGGREGATE  SUBSCRIPTION  AMOUNT:

Aggregate  Principal  Amount  of  Debentures:     $35,000
Number  of  Warrants:     70,000
Aggregate  Purchase  Price:     $35,000





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</DOCUMENT>
