MARKET CENTRAL INC
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>2
<FILENAME>v06422_ex10-18.txt
<TEXT>
                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement  Agreement and Mutual Release  ("Agreement") is made and entered
into this ___ day of July, 2004 by and between, Market Central, Inc. ("MCI") and
Terrence J. Leifheit ("Leifheit").

                                    RECITALS

         This Agreement is made and entered into with reference to the following
facts:

         Leifheit is the former Chief Operating Officer and a former director of
MCI. Leifheit resigned as an employee,  officer and director of MCI prior to the
date of this Agreement. Leifheit owns one million one hundred fifty one thousand
one hundred seventy three (1,151,173) shares of common capital stock of MCI (the
"Stock"),  but no  other  equity  securities  of  MCI or any of its  affiliates,
including  options or warrants for stock.  It is the desire and intention of the
parties to this Agreement to resolve all disputes among  Leifheit,  Market,  and
Market's wholly-owned  subsidiary,  E-Commerce Support Centers,  Inc.("E-Comm"),
with respect to any claims that Leifheit may have against MCI or E-Comm, or that
MCI or E-Comm have against Leifheit, without admission of liability.

NOW THEREFORE, in consideration of the covenants and mutual promises hereinafter
set  forth,  the  sufficiency  of  which  the  parties  heretofore  acknowledge,
including the foregoing recitals which are made a part hereof, the parties agree
as follows:

         1. That this Agreement shall be in full force and effect beginning upon
the date of execution.

         2. Upon the execution of this Agreement  (collectively  the "Actions"):
(a)  Leifheit  shall  surrender,  sell,  transfer and  absolutely  assign to MCI
800,000  shares of the Stock  ("Surrendered  Shares")  for a  purchase  price of
$1.00,  free and clear of all liens,  claims and encumbrances and other good and
valuable  consideration  ;(b) Leifheit shall execute and deliver to MCI the Bill
of Sale,  appended  hereto as Exhibit  "A"  evidencing  the sale,  transfer  and
absolute  assignment  of the  Surrendered  Shares to MCI , free and clear of all
liens,   claims  and  encumbrances;   (c)  Leifheit  shall  tender  to  MCI  the
certificates  evidencing the ownership of the Surrendered  Shares;  (d) Leifheit
shall tender to MCI a written  statement in reaction to the memorandum dated May
13, 2004 from Wes Kliner to Marc Bercoon;  (e) Leifheit agrees that he shall not
sell,  transfer or  absolutely  assign the three  hundred fifty one thousand one
hundred seventy three (351,173) shares of the Stock ("Remaining  Stock") balance
of the Stock remaining after the sale,  transfer and absolute  assignment of the
Surrendered  Shares  to MCI,  to any  person  or entity  through  and  including
November 30, 2004, including any brokers, agents or transfer agents, directly or
indirectly,  brokering, dealing or selling equity securities of MCI. The parties
acknowledge  that  500,000 of the  Surrendered  Shares shall be the same 500,000
shares  that  Leifheit  received  from  Gibralter  in the stock  transaction  of
December, 2003.

         3. Leifheit  represents  and warrants to MCI, as follows  (collectively
the  "Representations"):  (a) that he will perform the Actions; (b) the Stock is
free and clear of all liens,  claims and  encumbrances  and upon the transfer of

<PAGE>

the Surrendered  Shares,  the Surrendered  Shares shall be free and clear of all
liens,  claims and  encumbrances;  (c) after the execution of the Agreement,  he
will execute such  documents as may be reasonably  necessary to  effectuate  the
Actions;  (c) to the best of his knowledge  and belief,  he has disclosed to the
board of directors of MCI all claims in excess of  $50,000.00  that are existing
in litigation or threatened to arise  imminently into litigation  against E-Comm
or MCI;  (d) after the  execution  of this  agreement  and the  transfer  of the
Surrendered Shares to MCI as set forth in this agreement, Liefheit shall have no
right,  title or  interest  in any of the assets or  business  affairs of MCI or
E-Comm, except for the Remaining Stock.

         4.  In  consideration  for  the  Actions  and  subject  to  the  timely
performance of the Actions and the accuracy of the Representations,  Market, for
itself  and  for  its  affiliates,   including  E-Comm,   and  their  respective
shareholders,   directors,  officers,  legal  representatives,   successors  and
assigns,  do hereby forever  release and discharge  Leifheit and his affiliates,
including Erickson Publishing,  Inc., legal representatives,  heirs and assigns,
from any and all claims, demands, actions, causes of action, obligations, costs,
expenses, attorney's fees, damages, losses and liabilities of whatsoever nature,
character or kind, whether known or unknown,  suspected or unsuspected,  matured
or contingent,  including those claims which concern, arise out of or are in any
way connected  with the  operations of MCI and E-Comm and Gibralter  Publishing,
Inc. The foregoing  release does not release  Leifheit from the  obligations set
forth  in  paragraphs  2  and  9  of  this   Agreement  or  for  breach  of  the
Representations.  Also, the foregoing shall not release  Gibralter of any claims
that Market or E-Comm have or may have  against  Gibralter,  including  for sums
that  Gibralter  may owe for  services  rendered  by E-Comm  or Market  Central.
Notwithstanding,  Market and  E-Comm  will not pursue  Leifheit  on any  theory,
including  "piercing  the  corporate  veil," to  prosecute  or collect on any of
E-Comm or Market Central's respective claims against Gibralter.

         5.  In  consideration  of the  execution  of this  Agreement,  Leifheit
himself and his affiliates,  including Gibrater Publishing,  Inc.  ("Gibralter")
and its shareholders, directors, officers, legal representatives, successors and
assigns, and Leifheit's heirs and assigns (collectively  "Leifheit Parties"), do
hereby  forever  release  and  discharge  Market,  E-Comm and their  affiliates,
shareholders, directors, officers, legal representatives, successors and assigns
from any and all claims, demands, actions, causes of action, obligations, costs,
expenses, attorney's fees, damages, losses and liabilities of whatsoever nature,
character or kind, whether known or unknown,  suspected or unsuspected,  matured
or  contingent,  that any of the Leifheit  Parties  have or may have,  including
those claims which  concern,  arise out of or are in any way connected  with the
operations of MCI of E-Comm or Gibralter. The foregoing release does not release
Market from the  obligations  set forth in paragraph 9 of this  Agreement or for
breach of the  Representations.  The  foregoing  does not  release or cancel the
stock warrants that Market granted to Gibralter, but the enforceability of these
stock  warrants  are subject to any claims  that Market has or may have  against
Gibralter,  and Market is not waiving any of its defenses to the  enforceability
of these stock warrants.

         6. The parties hereto acknowledge that except for the  Representations,
after  entering into this  Agreement  they may discover  different or additional
facts concerning the subject matter of this Agreement or their  understanding of
those facts.  The parties,  therefore,  expressly  assume the risk of such facts

<PAGE>

being so  different  and agree  that this  Agreement  shall in all  respects  be
effective and not subject to rescission,  cancellation  or termination by reason
of any such additional or different facts, except for the Representations.

         7. The parties acknowledge that except for the Representations, neither
is relying on any representations  made by the other party in entering into this
Agreement  and that each party has  conducted  its own due diligence in entering
into this Agreement.

         8. In the event that any party hereto  shall bring any action,  suit or
other proceeding against any other party on account of any claim,  demand, debt,
liability,  obligation,  account action or cause of action,  including breach of
the  Representations or breach of paragraph 9 of this Agreement,  the prevailing
party in any such proceeding  shall be entitled to recover all of its reasonable
attorney's  fees  and  costs  incurred,   including  any  appeals  or  petitions
therefrom, from the other party.

         9. A. The parties hereto covenant, warrant and represent that they will
not  disparage,  defame,  speak ill of or make false  statements  concerning the
other  party or parties  after the  execution  of this  agreement  in writing or
orally to any third  person or  entity,  including  any  untrue,  derogatory  or
uncomplimentary  statements  concerning  any member of the board of directors or
officers  of MCI or E-Comm,  including  relating  to the manner that any of them
conduct or conducted business.

            B. Leifheit agrees that for a two (2) year period  commencing on the
date of this agreement, Leifheit shall not, directly or indirectly, engage in or
have  any  interest  in any sole  proprietorship,  partnership,  corporation  or
business  or any other  person  or  entity  (whether  as an  employee,  officer,
director,  partner, agent, security holder,  creditor,  consultant or otherwise)
that directly engages in competition  with E-Comm or MCI (for this purpose,  any
business unit or division that provides  telemarketing services to third parties
located in Onslow County,  North Carolina for  compensation or any such business
unit or division that is located in Onslow  County,  North  Carolina and derives
more than five  percent (5%) of the  division's  or unit's  revenues  from those
activities  shall be deemed to be in  competition  with the Company,  unless the
business activity is directly related to the business activities known as "Who's
Who"  solicitation);provided  that such provision  shall not apply to Leifheit's
ownership of stock or the acquisition by Leifheit,  solely as an investment,  of
securities of any issuer that is registered  under Section  12(b)or 12(g) of the
Securities Exchange Act of 1934, as amended, and that are listed or admitted for
trading on any United States national  securities exchange or that are quoted on
the Nasdaq,  or any similar system or automated  dissemination  of quotations of
securities prices in common use, so long as Leifheit does not control, acquire a
controlling  interest in or become a member of a group which exercises direct or
indirect control or, more than one percent (1%) of any class of capital stock of
such corporation.

            C.  These  covenants,   warranties  and   representations  of  these
paragraphs  9A and 9B are: (a)  independent  from the other  provisions  of this
agreement;  (b) It is recognized and hereby  acknowledged  by the parties hereto
that a breach of any of the covenants  contained in paragraphs 9A and 9B of this
Agreement will cause irreparable harm and damage to the non-breaching party, the
monetary amount of which may be virtually impossible to ascertain.  As a result,
the parties recognize and hereby acknowledge that the non-breaching  party shall
be entitled,  without the necessity of proving  damages or posting a bond, to an

<PAGE>

injunction  from any court of competent  jurisdiction  enjoining and restraining
any violation of any or all of the covenants contained in paragraphs 9A or 9B of
this  Agreement  by  the  breaching  party  or  any  of  the  breaching  party's
affiliates,  associates,  partners or agents, either directly or indirectly, and
that such right to injunction  shall be  cumulative  and in addition to whatever
other remedies the non-breaching party may possess.

         10. This  Agreement  shall be binding upon the parties hereto and their
predecessors, representatives, heirs, successors and assigns, and shall inure to
the  benefit  of  said  parties,   and  each  of  them,  and  their   respective
predecessors, representatives, heirs, successors and assigns.

         11. All agreements, covenants,  representations and warranties, express
or implied,  oral and  written,  of the parties  hereto  concerning  the subject
matter  hereof,   are  contained  herein.   No  other   agreements,   covenants,
representations or warranties,  express or implied,  oral or written,  have been
made by any party hereto to any other concerning the subject matter hereof.  All
prior and  contemporaneous  conversations,  negotiations,  possible  and alleged
agreements,  representations,  covenants and  warranties  concerning the subject
matter hereto are merged herein.

         12.  Each  party  represents  and  warrants  that it has full power and
authority  to enter  into  and  perform  this  Agreement,  and  that the  person
executing  this  Agreement on behalf of that party has been properly  authorized
and empowered to enter into this Agreement and to bind that party hereto.

         13. Each of the  signatories  to this  Agreement  warrants that it has,
through  its  representatives,  carefully  read and  understood  the  terms  and
conditions of this Agreement and that it has not relied upon the representations
or advice of any other party, or any attorney not its own. This  Agreement,  and
the terms and conditions thereof,  were determined in arm's-length  negotiations
by and between the parties to this Agreement and their respective counsel.

         14. No  modification,  waiver or amendment of this  Agreement  shall be
valid unless the same is in writing and executed by all parties  hereto.  Waiver
of any one provision  shall not be deemed to be a waiver of any other  provision
herein.

         15. This  Agreement  is in  settlement  of disputed  claims and nothing
herein shall be deemed or construed  to be an  admission  or  concession  of any
liability,  fault or fact with respect to any of the  allegations  made or which
could have been made by or against any of the parties hereto for any purpose.

         16. The  parties  hereto  represent  that they  shall do all acts,  and
execute  and  deliver  all  documents  necessary,  convenient  or  desirable  to
effectuate all provisions of this Agreement.

         17. This Agreement shall be executed in one or more counterparts,  each
of which shall be deemed an original, and will become effective and binding upon
the parties at such time as all signatories  hereto have signed a counterpart of

<PAGE>

this  Agreement.  All  Counterparts  so executed shall  constitute one agreement
binding on all the parties hereto.






         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed as of the day and year first above written.

Dated: August 20, 2004                 MARKET CENTRAL, INC.

                                       By: /s/ Doyal Bryant
                                           -----------------------
                                       Name: Doyal Bryant

                                       Title: President



Dated: August, 20, 2004                TERRENCE J. LEIFHEIT

                                       By: /s/ Terrence J. Leifheit
                                           ------------------------
                                       Name: Terrence J. Leifheit

</TEXT>
</DOCUMENT>
