SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             MARKETCENTRAL.NET CORP.
               (Exact name of registrant as specified in charter)


 Texas                                                                76-0270330
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

6401  South  Boston,  Q205,  Englewood  CO                                 80111
(Address  of  principal  executive  offices)                         (Zip  Code)


                              CONSULTING AGREEMENTS
                              (Full Title of Plan)

                                 William Stocker
                                 Attorney at Law
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    phone (949) 487-7295  fax (949) 487-7285
                               (Agent for Service)

                                September 4, 2001

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of         | Amount to be  |  Proposed       | Proposed      |Amount of
Securities       | Registered    |  Maximum        | Maximum       |Registration
to be            |               |  Offering Price | Aggregate     |Fee
Registered       |               |  Per Unit       | Offering Price|
--------------------------------------------------------------------------------
$0.001 par value | 9,500,000     |  $0.0125        |      $118,750 |     $31.35
Common Stock     | shares        |  Per  share     |               |
--------------------------------------------------------------------------------

1  The  securities  of the Issuer are presently trading or listed for trading on
the  Non-NASDAQ Bulletin Board of the NASD or elsewhere. The price is determined
accordingly  by  reference  to  the  last trading date, August 31, 2001, average
close,  discounted  by  50%.

--------------------------------------------------------------------------------
 CONSULTANT TO RECEIVE SHARES                 AMOUNT OF SECURITIES
--------------------------------------------------------------------------------
  Andrew Lewis                                      1,000,000
  Robyn M. Storer                                   1,000,000
  Joseph Bodenstein                                 7,500,000
-----------------------------------------==========================-------------
  TOTAL AMOUNT OF SHARES                            9,500,000
--------------------------------------------------------------------------------

                                        1


                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents are incorporated by reference as though fully set
forth  herein,  and all documents subsequently filed by this Registrant pursuant
to  Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior  to  the  filing  of  a  post-effective amendment which indicates that all
securities  offered  have  been  sold  or which de-registers all securities then
remaining  unsold,  shall  be  deemed  to  be  incorporated  by reference in the
Registration  Statement  and  a  part  hereof  from  the  date of filing of such
documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ("Common Stock") Registered
under  section  12(g) of the 1934 Act, as described in Form 10-SB. Each share is
entitled  to  one  vote;  all shares of the class share equally in dividends and
liquidation rights. Pursuant to the laws of Texas a majority of all shareholders
entitled to vote at a shareholders meeting regularly called upon notice may take
action  as  a  majority  and  give notice to all shareholders of such action. No
market  presently  exists  for  the  securities  of  this  Issuer.


ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     The  service  providers  have an interest in the securities requested to be
issued.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  following  provision is contained in the Articles of Incorporation, in
Article  IX,  provides:

          "Each Director and officer or former Director or officer or any person
who  may have served at the request of this corporation as a Director or officer
of another corporation in which this corporation owns shares of capital stock or
of  which  this  corporation  is  a  creditor  (and  their heirs, executors, and
administrators)  may  be indemnified by the corporation against reasonable costs
and  expenses incurred by him in connection with any action, suit, or proceeding
to  which  he  may  be  made  a party by reason of his being or having been such
Director or officer, except in relation to any actions, suits, or proceedings in
which  he  has  been  adjudged liable because of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his  office, or in the event of a settlement, each Director and officer (and his
heirs,  executors,  and  administrators)  may  be indemnified by the corporation
against  payments  made,  including reasonable costs and expenses, provided that
such indemnity shall be conditioned upon the prior determination by a resolution
of  two-thirds  (2/3)  of  those  members  of  the  Board  of  Directors  of the
corporation  who  are  not  involved in the action, suit, or proceeding that the
Director  or  officer  has  no  liability  by reason of willful misfeasance, bad
faith,  gross  negligence,  or  reckless disregard of the duties involved in the
conduct of his office, and provided further that if a majority of the members of
the  Board  of Directors of the corporation are involved in the action, suit, or
proceedings,  such  determination  shall  have been made by a written opinion of
independent  counsel.  Amounts  paid in settlement shall not exceed costs, fees,
and expenses which would have been reasonable if the action, suit, or proceeding

                                        2


had  been  litigated  to  a  conclusion.  Such  a  determination by the Board of
Directors,  or  by  independent  counsel,  and  the  payments  of amounts by the
corporation  on  the  basis  thereof  shall  not  prevent  a  shareholder  from
challenging such indemnification by appropriate legal proceedings on the grounds
that  the  person  indemnified  was  liable  to  the corporation or its security
holders  by  reason  of  willful  misfeasance,  bad  faith, gross negligence, or
reckless  disregard  of  the  duties  involved in the conduct of his Office. The
foregoing  rights and indemnification shall not be exclusive of any other rights
to  which  the  officers  and  Directors  may  be  entitled  according  to law."

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  Applicable. No restricted securities are re-offered or resold pursuant
to  this  Registration  Statement.

ITEM  8.  EXHIBITS.

     Provided  as  an  exhibit  hereto is the Consulting Agreement for services.
Receipt of the Securities covered by this Registration Statement will be treated
as  the  equivalent  of  cash  received  for  services  as  ordinary income. The
Securities  are  issued  in compensation for services at the rate of $0.0125 per
share  per  $0.0125  of  services  performed.

ITEM  9.  UNDERTAKINGS.

     Not  Applicable.

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  on  August  31,  2001.


                             MARKETCENTRAL.NET CORP.
                               A TEXAS CORPORATION

                                       by


/S/Paul  Taylor                     /S/Paul  Taylor
   Paul  Taylor                        Paul  Taylor
   President/Director                  Secretary/Director

                                        3


--------------------------------------------------------------------------------
                                    EXHIBIT 1

              CONSULTING AGREEMENT BETWEEN ANDREW LEWIS AND ISSUER
--------------------------------------------------------------------------------

                                        4


              CONSULTING AGREEMENT BETWEEN ANDREW LEWIS AND ISSUER

                  Independent Contractor / Consulting Agreement


THIS  AGREEMENT  made  and  entered  into this Thursday, August 14, 2001, by and
between Market Central.Net Inc. (MKTS-OTC/BB) (Client), with its principal place
of  business  at  6401  South Boston Street, Englewood, Colorado, 80111, and Mr.
Andrew  Lewis  (the  Consultant)  of  445  West  Barry  Avenue - Apt 102 Chicago
Illinois  60657.

                                    Recitals


WHEREAS, Client is engaged in the ownership and management of Market Central.Net
Corp.  (MKTS)  OTCBB.

WHEREAS,  Consultant  is  in  the business of providing highly specific Internet
consulting,  including IP Protocol planning and supervision, IP administration &
operations.

WHEREAS,  in  the  operation  of  Client  s  business,  Client is in need of the
services  which  Consultant  provides  and  wishes  to  enter  into  a  business
arrangement  with  Consultant  to  provide  such  services.

IN  CONSIDERATION  of  the promises and mutual covenants hereby contained, it is
hereby agreed as follows and will confirm the arrangements, terms and conditions
pursuant  to which the Consultant has been retained to serve as a consultant and
to  Client  on  a  nonexclusive  basis.

The  undersigned  hereby  agrees  to  the  following  terms  and  conditions:

Terms  of  Contract

This  Agreement  will  become  effective  on  Tuesday,  September  04,  2001 and
will  run  concurrent  with  existing agreement for  a  period of Six (6) months
unless  earlier  terminated  pursuant  to  Section  5  of  this  Agreement.

Services  to  be  Performed  by  Independent  Contractor/Consultant

Duties  of  Independent  Contractor.  Contractor  shall,  at  the request of the
Company, upon reasonable notice, render the above noted services to the Company.

Duties  of  Consultant.  Consultant  agrees to provide certain Internet Protocol
planning  and  liaison  with  certain  of  the  Company's  business  partners.

The  Consultant  will  provide such consulting services and advice pertaining to
the  Company  s  technology  integrations  as  the Company may from time to time
reasonably  request.

This  Agreement  is  not  a  contract  for  any form of Securities based listing
services  or  services  related  to  Securities  or  Market  Making  services.

                                        5


Independent  Contractor  Status. It is the express intention of the parties that
Consultant  be  an  independent contractor and not an employee, agent of Client.
Client  shall  have  no  right  to  and  shall  not  control the method by which
Consultant  performs  the  above-described  services.
Consultant shall be entirely and  solely  responsible  for  its  own actions and
the  sanctions  of  its  agents,  employees  or  partners  while  engaged in the
performance  of  services  required  by  the  Agreement.

Nothing  in  this  Agreement  shall  be  interpreted or construed as creating or
establishing  the  relationship  of  employer  and  employee  between Client and
Consultant  or  any employee, agent or Consultant. Both parties acknowledge that
Consultant  is  not  an  employee  for  state or federal income tax purposes and
Consultant  specifically  agrees  that  it  shall  be exclusively liable for the
payment  of all income taxes, or the state or federal charges, that are due as a
result  of receipt of any consideration for the performance of services required
by  this  Agreement.

Consultant  agrees  that any such consideration is not subject to withholding by
the  Client for payment of any taxes and also directs Client not to withhold any
sums  for  the  consideration  paid  to  Consultant  for  the  services provided
hereunder.

Consultant shall retain the right to perform services for others during the term
of  this Agreement. Nothing herein shall constitute Consultant as an employee or
agent  of  the  Company,  except  to such extent as might hereinafter be agreed,
Consultant shall not have the authority to obligate or commit the Company in any
manner  whatsoever.

Use  of  Employees  of  Contractor.  Consultant may, at its own expense, use any
employee  or  subcontractors  in  the  performance  of  those  services.

Expense.  Consultant  shall be reimbursed for all costs and expenses incident to
the  performance  of  services  required  by  this  Agreement, including but not
limited  to,  the  cost of materials used by Consultant, travel, telephone, fax,
meals  and  supplies  required  specifically  for  the  Company.

Available  Time.  Consultant  shall  make available such time as it, in its sole
discretion,  shall deem appropriate for the performance of its obligations under
this  Agreement.

Compensation
Reimbursement  for Out-Of-Pocket Expenses. Client shall not reimburse Consultant
at net cost, for out-of-pocket expenses incurred by Consultant in furtherance of
this  Agreement for travel and related expenses, contact entertainment, postage,
delivery  services (e.g. Federal Express), printing, telex and other third party
expenses  PROVIDED  THAT  any  such  expenses  in excess of $500  (exclusives of
airfares(s))  shall  be  subject  to  Client  pre-approval.

Stock.  Client  and  Consultant  agree  that  Consultant shall receive 1,000,000
shares  of  Client  s  freely tradable public common stock in the capital of the
Company  to  be  delivered  to  Consultant  immediately  after the filing of the
appropriate  SEC  filings.

Obligations  of  Client

Cooperation.  Client shall company with all reasonable requirement of Consultant
and provided access to all documents reasonably necessary for the performance of
Consultant's  duties  under  this  Agreement.

Confidentiality.  Except  in  the  course  of  the  performance  of  its  duties
hereunder,  Consultant  agrees  that  it  shall  not disclose any trade secrets,
know-how, or other proprietary information not in the public domain learned as a
result  of  this  Agreement  unless and until such information becomes generally
known.

                                        6


Termination  of  Agreement

Termination  on  Notice.  Notwithstanding any other provision of this Agreement,
either party may terminate this Agreement at any time by giving thirty (30) days
written  notice  to  the  other party. Upon Consultant receiving 30 days written
notification  of  termination  of  this Agreement by Client, they are to receive
full payment for services, expenses and the monthly fee as stated in item 3.2 of
this  Agreement. Unless otherwise terminated as provided in this Agreement, this
Agreement  will  continue  in  force  for  a  period  of  twelve  (12)  months.

Termination  of  Occurrence  of  Stated  Event.  This  Agreement  will terminate
automatically  on  the  occurrence  of  the  following  event:  bankruptcy  or
insolvency  of  either  party;  and non-payment  of  performance  as  stated  in
this  Agreement  by  Client.

General  Provisions
Further  Acts.
Each  operate  agrees  to  perform any further acts and execute and deliver  any
further  documents  that may be reasonably necessary to carry out the provisions
and  intent  of  this  Agreement.

Entire  Agreement.  This  Agreement  contains  the  entire  understanding of the
parties  hereto  with  respect  to the subject matter contained herein and my be
amended  only by a written instrument signed by the parties affected thereby, or
their  respective  successor s or assigns. This Agreement cancels and supersedes
all  prior  agreements,  if  any,  oral or written, among Client and Consultant.

Severability.  If  any  provision  of  this Agreement shall be held invalid such
invalidity  shall  not affect the other provision hereof, and to this extent the
provisions  of  this Agreement are intended to be and Shall be deemed severable.

Counterparts.  This  Agreement  may  be  executed  simultaneously in two or more
counterparts,  each  of  which  shall  be  deemed  an  original by tall of which
together  shall  constitute  on  and  the  same  instrument.

Notices.  Any  notice  or  other  communication required or permitted under this
Agreement  shall  be  sufficiently  given  if  delivered  personally  or sent by
registered  or  certified mail, postage prepaid and return receipt requested, to
the address of the parties set forth in the first paragraph of this Agreement or
at  such  address as may have been provided in like manner in writing to both of
the  parties  to  this  Agreement.

Any  notice  that  is  sent  by  mail  under  this Agreement shall be considered
received  on  the  date on which it is actually delivered to the premises of the
party  of  whom it is properly addressed, such date to be conclusively evidenced
by  the  date  of  the  return  receipt.

Governing  Law.  This  Agreement  shall  be  construed  in  accordance with, and
governed  by  the  laws  of  the  State  of  Texas.


Assignment. No party to this Agreement may assign this Agreement or its right or
obligations  hereunder  without  the  written  consent  of  the  other.

Headings.  The heading of this Agreement are inserted solely for the convenience
of  reference  and are not part of, and are not intended to govern, limit or aid
in  the  construction  of  any  term  or  provision  hereof.

                                        7


Pronouns.  All  pronouns  and any variations thereof shall be deemed to refer to
the  masculine,  feminine  or neuter, singular or plural, as the identity of the
person,  person,  entity  or  entities  may  require.

Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or
shall  constitute  a  waiver  of  any  other  provision,  nor  shall  any waiver
constitute  a  continuing  waiver. No waiver shall be binding unless executed in
writing  by  the  party  making  the  waiver.

Acknowledgment  Concerning  Counsel.  Each  party  acknowledges  that it had the
opportunity  to  employ  separate and independent counsel of its own choosing in
connection  with  this  Agreement.

Arbitration.  Any controversy, claim, misunderstanding, course of action, matter
in  question, breach, disagreement, dispute, or other related matter arising out
of,  or  relating  to  this  Agreement, or the relationship between the parties,
shall  be  decided  b  y  mandatory  binding  arbitration  before  the  American
Arbitration  Association, State of Colorado, or as designated by the Consultant.
In  such arbitration, the parties shall be entitled to the full discovery rights
accorded  to  litigants  under  the  Laws  of  the  State  of  Illinois.

The  prevailing  party  shall  be  entitled  to  recover  all costs and expenses
incurred,  including  its  reasonable  attorney  s  fees, related costs, and any
advanced  arbitration  expenses.

Indemnification.  Consultant  will  indemnify  and  hold harmless Client and its
officers,  directors,  agents  and  employees against any expenses, which may be
incurred  by  Client  as  a  result  of  statements made by Consultant which are
inaccurate  or misleading or the failure by Consultant to state facts, which are
necessary  to  be  stated  in  order  to  make  statements  made not misleading.

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


Paul  Taylor,  CEO
MarketCentral.net  Corp


/s/Paul Taylor
   Paul  Taylor


ACCEPTED  BY  ANDREW  LEWIS

/s/Andrew Lewis
   Andrew  Lewis
   (The  Consultant)

                                        8


--------------------------------------------------------------------------------
                                    EXHIBIT 2

             CONSULTING AGREEMENT BETWEEN ROBYN M. STORER AND ISSUER
--------------------------------------------------------------------------------

                                        9


ENGAGEMENT  AGREEMENT
---------------------

TUESDAY,  SEPTEMBER  04,  2001
------------------------------

ROBYN  M.  STORER
HOUSTON  PALACE
7  AVE  PRINCESS  GRACE
MC  98000
MONACO

&

MARKET  CENTRAL  NET  CORP  (MKTS:OB)


     This  Consulting  Agreement  (herein  the  Agreement)  is entered into this
Tuesday,  September  04,  2001by  and  between MARKET CENTRAL NET CORP (MKTS:OB)
(herein  "the  Company")  and  Robyn  M.  Storer  (herein  "the  "Consultant").


RECITALS
     The  Consultant,  through  considerable  experience,  time and effort, have
created  and  developed,  a  system for providing financial consultancy services
("the  Services")  to  private  and  public  companies.
     The  Company  desires  to  obtain the services of the Consultant and on the
basis  of  previous telephone conversations and meetings between the Company and
the  Consultant  as well as other discussions, preliminary financial statements,
initial  reports  submitted  by  the  Company,  and the representations that the
Company  has  made  to the Consultant describing the Company and its principals,
the  present  and  proposed  business activities of the Company, its operations,
financial  condition and capital structure, and various agreements and documents
related  thereto,  the  Consultant  are  willing to provide such services to the
Company.

     NOW,  THEREFORE,  in  consideration  of  the  mutual covenants and promises
contained herein, the sufficiency of which is hereby acknowledged by each of the
parties,  the  Company  and  the  Consultant  hereby  agree  as  follows:


I.     ENGAGEMENT
--     ----------
     The  Company  hereby  engages  and  retains  the  Consultant  as  Business
Consultant/  Financial  advisors for and on behalf of the Company to perform the
Services (as that term is hereinafter defined) and the Consultant hereby accepts
such  appointment  on  the  terms  and subject to the conditions hereinafter set
forth  and  agree  to  use  their  best  efforts  in  providing  such  Services.



II.     INDEPENDENT  CONTRACTOR
---     -----------------------
     A.     The  Consultant  are,  and  in  all  respects  are  deemed  to  be,
independent contractors in the performance of their duties hereunder, any law of
any  jurisdiction  to  the  contrary  notwithstanding.

     B.          The  Consultant  will  not,  by reason of this Agreement or the
performance of the Services, be or be deemed to be, an employee, agent, partner,
co-venture or controlling person of the Company, and the Consultant will have no
power  to  enter  into any agreement on behalf of or otherwise bind the Company.

                                       10


     C.     The  Consultant  will  not  have  or  be  deemed  to have, fiduciary
obligations  or  duties  to  the Company and will be free to pursue, conduct and
carry  on  for  its  own account (or for the account of others) such activities,
employments,  ventures,  businesses  and other  pursuits as the Consultant in
its sole, absolute and unfettered discretion  may  elect.  The  Consultant  is
a  registered  broker  dealer  and associated  person of such, and is purporting
to act in all capacities requiring registration  as  a  broker  dealer  or
associated  person.

     D.     Notwithstanding  the  above,  no  activity,  employment,  venture,
business  or  other  pursuit of the Consultant during the term of this agreement
will conflict with the Consultant obligations under this Agreement or be adverse
to  the  Company's  interests  during  the  term  of  this  Agreement.


III.     SERVICES
----     --------
          The  Consultant agree to provide the following, hereafter collectively
referred  to  as  the  "Services":

     A.     Advise  the  Company  and/or  any  of its affiliates, associates, or
principles  in  any  and  all  matters  related  to  be financial and/or capital
structure  of  the  Company.

     B.     Best  Efforts.  The Consultant will devote such time and best effort
to  the  affairs  of  the  Company  as  is reasonable and adequate to render the
consulting  services  contemplated  by  this  agreement.

     C.     The  Consultant  are  not  responsible  for  the  performance of any
services  which  may  be  rendered  hereunder  without the Company providing the
necessary  information in writing prior thereto, nor will the Consultant include
any  services that constitute the rendering of any legal opinions or performance
of  work  that  is in the ordinary purview of a Certified Public Accountant. The
Consultant  cannot  guarantee  results on behalf of the Company, but will pursue
all  reasonable  avenues available through its network of contacts. At such time
as  an  interest  is  expressed  by  a  third  party in the Company's needs, the
Consultant  will  notify  the  Company  and  advise  it as to the source of such
interest  and  any  terms  and  conditions of such interest.  The acceptance and
consummation  of  any  transaction  is  subject  to  acceptance of the terms and
conditions  by  the  Company.

     D.     In  conjunction  with  the  Services,  the  Consultant  agrees  to:
          1.     Make  itself  available  to the officers of the Company at such
mutually  agreed  upon place during normal business hours for reasonable periods
of  time,  subject  to  reasonable  advance  notice  and  mutually  convenient
scheduling,  for  the purpose of advising the Company in the preparation of such
reports,  executive  summaries,  corporate  and/or  transaction  profiles,  due
diligence  packages and/or other material and documentation ("Documentation") as
will  be  necessary,  in  the opinion of the Consultant, to properly present the
Company  to  other  entities  and  individuals  that  could be of benefit to the

                                       11


Company.

          2.     Make  itself  available  for  telephone  conferences  with  the
principal  financial  sales  and/or  operating  officer(s) of the Company during
normal  business  hours.

          3.     Advise  the  Company's  management  in  corporate  finance,
structuring  the  nature,  extent  and other parameters of any private or public
offer(s)  to  be made to prospective investors, investor groups or their agents.

          4.     Advise  the  Company's  management  in evaluating proposals and
participating  in  negotiations  with  prospective investors, investor groups or
their  agents.

          5.     Advise  the  Company  regarding  company  operations, staffing,
strategy,  and  other  issues  related  to  building shareholder value as is may
reasonably  request,  consistent  with  the  provisions  of  this  Agreement.

          E.     It  is  understood  that the Company will modify their business
plan  based on the business concepts, research material, background material and
financial  material  supplied  by  Company.  The  Consultant  will  outline  the
modifications  and  edit the final work product.  The business plan will be used
as a marketing document, by the Company, in its efforts to secure financing. The
Consultant  will  furnish,  at its expense, all personnel, materials, equipment,
office  space  and  services  as are necessary for the proper performance of its
duties  hereunder. An engagement fee of  1,000,000 shares of free trading common
stock  of  the  Company.  This  stock  to  be  delivered  upon execution of this
agreement.


IV.     EXPENSES
---     --------

     The  Company  agrees  that:

     A.     The  Company will be responsible for the Consultant expenses related
to  services and consultancy to the Company. Normal and reasonable out-of-pocket
expenses  will  be  included  but are not limited to: accounting, printing, long
distance  communication, express mail, outside other Consultant, etc., and other
costs  involved  in the execution of this Agreement.  The Consultant must obtain
prior  written  approval  for  travel  or  other  such  arrangements  that incur
individual  costs  over  $1,000 (one thousand dollars) from the Company. Travel,
including:  airfare  (business  class), hotel lodging and meals, transportation,
etc.   will  be  the  responsibility  of the Company. The Consultant must obtain
prior  written  approval  for  travel  or  other  such  arrangements  that incur
individual  costs  over  $1,000  (one  thousand  dollars)  from  the  Company.

          B.     The  Company  will designate counsel to prepare the appropriate
documents (including subscription and escrow agreement) with regard to the terms
of  any  financial  transactions  and  the  closing  thereof.  The  Company  is
responsible  for  any and all reasonable expenses associated with the escrow and
escrow  agent.

                                       12


V.     COMPENSATION
--     ------------

     If, at any time during the term of this Agreement and for a period of three
years  following  the  termination  of this agreement, the Company completes any
transaction which includes, but is not limited to; any equity or debt financing,
merges  with or acquires assets  involving either public or private companies or
any  other  property  from  any  of  the  entities, affiliations or persons, its
employees  or former employees, agents, representatives, advisors, or Consultant
introduces  to  the  Company  by  the  Consultant,  the  Company  agrees  to:

          This  schedule  of  fees  listed  above  are  subject to the terms and
conditions  listed  below.  These terms and conditions are applicable to any and
all  transactions  contemplated  and  or  completed  under  this  agreement.

     A.     The  Company  agrees that any and all transactions will be conducted
through  an  escrow  account  to  be established by the Consultant.  The Company
further  agrees  that  any and all legal fees associated with the escrow will be
deducted  from  the  proceeds  on any and all transactions. These legal fees are
subject  to  the  Company's  advance  written  approval  and  consent.

     B.     The  Company  further  agrees  to  execute  any and all documents or
instruction's  necessary directing the funding source(s) to pay the Consultant's
fee(s)  directly  from  the proceeds of any and all funding(s) directly from any
and  all  escrow  accounts.

     C.     If required by applicable law, or at the election of the Consultant,
the  fees  deemed  to have been earned by the Consultant will be paid to any and
all  placement  agent(s)  selected  exclusively  by  the  Consultant.

     The various transactions contemplated in this agreement or to be considered
independent transactions and the fees described above shall be considered earned
on  a  transaction  by  transaction  basis.  These  transactions  are  in no way
contingent  upon one another. Obligations, transactions, introductions and sales
agreements/contracts  that  have been consummated will continue for the duration
of  their  respective  contract, etc. The Company  further agrees to execute any
and  all documents or instruction's necessary directing the funding source(s) to
pay  the  Consultant's  fee(s)  directly  from  the  proceeds  of  the  funding.

VI.       REPRESENTATIONS,  WARRANTIES  AND  COVENANTS
---       --------------------------------------------

A.          Execution.  The  execution,  delivery  and  performance  of  this
Agreement,  in  the  time  and  manner herein specified, will not conflict with,
result  in  a  breach  of, or constitute a default under any existing agreement,
indenture,  or other instrument to which either the Company or the Consultant is
a  party  or  by  which  either  entity  may  be  bound  or  affected.

     B.     Non-Circumvention.  The  Company  hereby  irrevocably  agrees not to
circumvent,  avoid,  bypass,  or  obviate, directly or indirectly, the intent of
this  Agreement,  to  avoid  payment  of  fees  in  any  transaction  with  any
corporation,  partnership  or  individual,  introduced  by the Consultant to the
Company,  in  connection  with  any  project,  any loans or collateral, or other
transaction  involving  any  products,  transfers  or services, or any addition,
renewal  extension, rollover, amendment, renegotiations, new contracts, parallel
contracts/agreements,  or  third  party  assignments  thereof.  The  Company
understands  and  acknowledges that its obligations under this Non-Circumvention
Agreement  are for the benefit of the Consultant and its successors and assigns,
and  that  the  Consultant's failure or delay in exercising any right, power and
privilege  hereunder shall not operate as a waiver thereof, nor shall any single
or  partial  exercise  thereof  or  the  exercise  of  any other right, power or

                                       13


privilege  hereunder  operate  as  a  waiver.

C.          Timely Appraisals.  The Company shall keep the Consultant up to date
and  appraised  of  all  business  market  and legal developments related to the
Company  and  its  operations  and  management.
          1.  Accordingly, the Company shall use its best efforts to provide the
Consultant  with copies of all amendments, revisions and changes to its business
and  marketing  plans,  bylaws,  articles  of  incorporation  private  placement
memoranda,  key  contracts,  employment  and  consulting  agreements  and  other
operational  agreements.
          2.  The  Company  shall  use  its  best efforts to promptly notify the
Consultant  of  the  threat or filing of any suit, arbitration or administrative
action,  injunction, lien, claim or complaint and promptly forward a copy of all
related  documentation directly to the Consultant or at the Consultant option to
the  Consultant  counsel.
          3.  The Company shall use its best efforts to also provide directly to
the  Consultant  current  financial statements, including balance sheets, income
statements,  cash  flows  and  all  other documents provided or generated by the
Company  in  the  normal  course of its business and requested by the Consultant
from  time  to  time.
          4. The Consultant shall use its best efforts to keep all documents and
information confidential as described in the section below titled, "CONFIDENTIAL
DATA".

D.     Corporate  Authority. Both the Company and the Consultant have full legal
authority  to  enter into this Agreement and to perform the same in the time and
manner  contemplated.

E.     The individuals whose signatures appear below are authorized to sign this
Agreement  on  behalf  of  their  respective  corporations.

 F.     The  Company  will  cooperate  with  the  Consultant,  and will promptly
provide the Consultant with all pertinent materials and requested information in
order  for  the  Consultant  to perform its Services pursuant to this Agreement.

G.     When  issued,  the Shares of the Company's Common Stock shall be duly and
validly  issued,  fully  paid  and  non-assessable.

H.     The  Company  hereby  agrees  to  enter  into an escrow agreement with an
escrow  agent  selected  by  the  Consultant (the "Escrow Agent"), and agrees to
abide  by the terms of an escrow agreement set forth by the Escrow Agent and the
Consultant on such terms as may be acceptable to the Company and the Consultant.

I.     The  Company  also  agrees to enter into such additional agreements, sign
such  additional  documents,  and  provide  such  additional  certifications and
documentation  as  may be requested by the Escrow Agent, the Consultant, or such
other  parties related to the obtaining of capital for the Company on such terms
as  may  be  acceptable  to  the  Company  and  the  Consultant.

J.     Until  termination  of  the  engagement,  the  Company  will  notify  the
Consultant  promptly  of  the  occurrence  of  any event, which might materially
affect  the  condition  (financial  or  otherwise), or prospects of the Company.

                                       14


VII.     TERM  AND  TERMINATION
----     ----------------------

     A.     This  Agreement  shall  be  effective  upon  its execution and shall
remain  in  effect  for  one  (1)  years.

     B.     In  no event shall any termination be effective until the expiration
of  at  least  one  hundred  and  eighty  (180)  days  after the signing of this
agreement.

     C.     After  one  hundred  and eighty (180) days from the date hereof, the
Company  or  the  Consultant  shall have the right to request the terminating of
this  engagement  by furnishing  the other party with  written notice requesting
such  termination.  However,  no  termination  of this Agreement by either party
shall  be  in  full  force or affect without the express written consent of both
parties. Termination of this agreement shall not, in any way affect the right of
the  Consultant  to  receive, as a result of its services rendered, transactions
consummated and introductions made;  its fees, securities or warrants on any and
all  transactions  which  result  in  the  Company  receiving financing or other
benefits  hereunder.


IIX.     CONFIDENTIAL  DATA
----     ------------------

     A.     The  Consultant  shall  not  divulge  to others, any trade secret or
confidential  information,  knowledge,  or  data concerning or pertaining to the
business  and  affairs of the Company, obtained by the Consultant as a result of
its  engagement  hereunder,  unless  authorized,  in  writing  by  the  Company.

     B.     The  Company  shall  not  divulge  to  others,  any  trade secret or
confidential  information,  knowledge,  or  data concerning or pertaining to the
business  and  affairs of the Consultant, obtained by the Company as a result of
its  engagement  hereunder,  unless  authorized,  in writing, by the Consultant.

     C.     The  Consultant  shall  not  be  required  in the performance of its
duties  to divulge to the Company or any officer, director, agent or employee of
the  Company,  any  secret  or  confidential  information,  knowledge,  or  data
concerning  any other person, firm or entity (including, but not limited to, any
such  persons,  firm or entity which may be a competitor or potential competitor
of  the  Company)  which  the Consultant may have or be able to obtain otherwise
than  as  a  result  of  the  relationship  established  by  this  Agreement.


IX.     OTHER  MATERIAL  TERMS  AND  CONDITIONS:
---     ----------------------------------------

     A.     INDEMNITY.  The  Company  agrees  to indemnify and hold harmless the
Consultant  and  its  affiliates  against  any legal action arising from written
warranties  and  representations  provided  by the Company. Such indemnification
shall  include  payment  of judgments, if any, and costs of legal representation
and  court  costs,  if  any.

B.     ADDITIONAL  INSTRUMENTS.  Each of the parties shall from time to time, at
the  request  of others, execute, acknowledge and deliver to the other party any
and  all further instruments that may be reasonably required to give full effect
and  force  to  the  provisions  of  this  Agreement.

C.     ENTIRE  AGREEMENT.  Each  of  the  parties  hereby  covenants  that  this
Agreement  is  intended  to  and  does  contain  and  embody  herein  all of the

                                       15


understandings  and Agreements, both written or oral, of the parties hereby with
respect  to  the subject matter of this Agreement, and that there exists no oral
agreement or understanding expressed or implied liability, whereby the absolute,
final  and  unconditional character and nature of this Agreement shall be in any
way  invalidated,  empowered  or  affected.  There  are  no  representations,
warranties  or  covenants  other  than  those  set  forth  herein.

D.     LAWS  OF THE STATE OF TEXAS.    This Agreement shall be deemed to be made
in,  governed  by  and  interpreted  under  and  construed  in  all  respects in
accordance  with  the laws of the State of Texas, irrespective of the country or
place  of  domicile  or  residence  of either party. In the event of controversy
arising  out  of the interpretation, construction, performance or breach of this
Agreement, the parties hereby agree and consent to the jurisdiction and venue of
the  District  or  County Court of  Texas   County,  Texas; or the United States
District Court for the District of  Texas,  Texas, and further agree and consent
that personal service or process in any such action or proceeding outside of the
State  of   Texas   and  Texas  County  shall be tantamount to service in person
within  Texas  County,   Texas  and shall confer personal jurisdiction and venue
upon  either  of  said  Courts.

E.     ASSIGNMENTS.  The benefits of the Agreement shall inure to the respective
successors  and  assigns  of  the  parties hereto and of the indemnified parties
hereunder  and  their  successors  and  assigns  and  representatives,  and  the
obligations  and  liabilities  assumed  in  this Agreement by the parties hereto
shall be binding upon their respective successors and assigns; provided that the
rights  and  obligations of the Company under this Agreement may not be assigned
or  delegated  without the prior written consent of the Consultant, and any such
purported assignment shall be null and void.  Notwithstanding the foregoing, the
Consultant  may  not  assign  or  delegate its obligations and rights under this
Agreement  without  consent  of  the  Company, in the Company's sole discretion.

F.     ORIGINALS.  This Agreement may be executed in any number of counterparts,
each of which so executed shall be deemed an original and constitute one and the
same  agreement.  Facsimile copies with signatures shall be given the same legal
effect  as  an  original.

G.     ADDRESSES  OF  PARTIES.  Each  party  shall  at  all times keep the other
informed  of  its  principal  place  of  business  if different from that stated
herein, and shall promptly notify the other of any change, giving the address of
the  new  place  of  business  or  residence.

H.     NOTICES.  All  notices that are required to be or may be sent pursuant to
the  provision of this Agreement shall be sent by certified mail, return receipt
requested,  or  by  overnight package delivery service to each of the parties at
the  address  appearing  herein, and shall count from the date of mailing or the
validated  air  bill.

I.     MODIFICATION  AND  WAIVER.  A  modification  or  waiver  of  any  of  the
provisions  of  this  Agreement  shall  be effective only if made in writing and
executed  with the same formality as this Agreement. The failure of any party to
insist  upon strict performance of any of the provisions of this Agreement shall
not  be  construed  as a waiver of any subsequent default of the same or similar
nature  or  of  any  other  nature.

J.     INJUNCTIVE  RELIEF.  Solely  by  virtue  of their respective execution of
this  Agreement and in consideration for the mutual covenants of each other, the
Company  and  the  Consultant hereby agree, consent and acknowledge that, in the

                                       16


event  of  the failure by the Company to pay the consideration to the Consultant
or  in  the event of a breach of any other material term, the Consultant will be
without  adequate  remedy-at-law and shall therefore, be entitled to immediately
redress  any  material  breach  of  this  Agreement  by  temporary  or permanent
injunctive or mandatory relief obtained in an action or proceeding instituted in
the District or County Court of  Texas   County, State of   Texas  or the United
States  District  Court  for  the District of   Texas   without the necessity of
proving damages and without prejudice to any other remedies which the Consultant
may  have  at law or in equity.  For the purposes of this Agreement, the Company
hereby  agrees  and  consents  that upon a material breach of this Agreement (as
determined  by  a  Court of Competent Jurisdiction) as aforesaid, in addition to
any other legal and/or equitable remedies the Consultant may present a conformed
copy  of  this  Agreement  to  the aforesaid courts and shall thereby be able to
motion  the  court  obtain  a  permanent  injunction enforcing this Agreement or
barring  enjoining  or  otherwise prohibiting the Company from circumventing the
express  written  intent  of  the  parties  as  enumerated  in  this  Agreement.

K.     ATTORNEYS  FEES.  If  any arbitration, litigation, action, suit, or other
proceeding  is  instituted  to remedy, prevent or obtain relief from a breach of
this  Agreement,  in  relation  to a breach of this Agreement or pertaining to a
declaration  of  rights  under this Agreement, the prevailing party will recover
all  such parties attorneys fees incurred in each and every such action, suit or
other proceeding, including any and all appeals or petitions there from. As used
in  this Agreement, attorneys fees will be deemed to be the full and actual cost
of  any  legal  services  actually  performed  in  connection  with  the matters
involved,  including  those  related  to  any  appeal  or the enforcement of any
judgment  calculated  on  the  basis  of  the  usual  fee  charged  by attorneys
performing  such  services.

L.     PUBLIC  NOTICES.  Any  public  notice,  press  release  or  any  type  of
dissemination of information regarding the Closing of any transaction covered in
this  agreement  shall  include a statement to the effect that "Robyn M. Storer"
acted  as  a  consultant  in  the  matter  referenced.


APPROVED  AND  AGREED:


Market  Central  Net  Corp  (MKTS:OB)
5299  DTC  Boulevard,  Suite  620
Englewood,  CO  80111
Tel:  (720)  489-9041
Fax:  (303)  741-3074



/s/Paul Taylor
   Paul  Taylor                 Dated
   CEO


Robyn  M.  Storer
Houston  Palace
7  Ave  Princess  Grace
MC  98000
Monaco



/s/Robyn M. Storer
   Robyn  M.  Storer     Dated

                                       17


--------------------------------------------------------------------------------
                                    EXHIBIT 3

          CONSULTING AGREEMENT BETWEEN JOSEPH BODENSTEIN AND THE ISSUER
--------------------------------------------------------------------------------

                                       18


                              CONSULTING  AGREEMENT


          THIS  CONSULTING  AGREEMENT  (this  "Agreement")  is  between  JOSEPH
BODENSTEIN  and  or  assigns  (the "Consultant") and  MARKETCENTRAL.NET CORP., a
Texas  corporation  (the "Company").  Each of the Consultant and the Company are
also  referred  to  in  this  agreement  as  the  "Parties."

     WHEREAS,  the  Consultant  is  a  business  Consultant with contacts in the
Middle  East  and  the  west  coast  of  the  United  States;  and

     WHEREAS,  the  Company desires to utilize the services of the Consultant to
promote  and  develop  a market for the Company's Internet Software Products and
Services  ("Products  and  Services").

     NOW  THEREFORE,  in  consideration of the premises and mutual covenants set
forth  in  this  Agreement.  the  Parties  hereby  agrees  as  follows:

     1.     Scope  of  Services.  The  Company  hereby retains the Consultant to
promote  and  develop  a  market  for  the Company's Products and Services.  The
Consultant  agrees  to use his best efforts during the term of this Agreement to
market and promote the Products and Services. Specifically, Consultant shall use
his  best  efforts  to (i) introduce the Company to new and potential customers,
(ii)  promote the sales of the Company's Products and Services on the west coast
of  the United States, and (iii) introduce the Company to potential distributors
of  the  Company's Products and Services in Israel and other parts of the Middle
East.  Consultant  represents and warrants to the Company that he is experienced
in  providing  the  types  of  services  set  forth  in  this  Section  1.

     2.     Term.  This  Agreement  shall  become  effective  as of the data set
forth  on  the signature page of this Agreement, and shall continue for a period
of  one  (1)  year  (this  "Term").
Notwithstanding  the  foregoing, the Company or the Consultant shall be entitled
to  terminate  this  Agreement  for  "cause" upon 30 days' written notice, which
written  notice  shall be effective upon mailing by first class mail accompanied
by  facsimile transmission to the Consultant at the address and telephone number
last  provided  by  the  Consultant of the Company.  "Cause" shall be determined
solely  as the violation of any rule or regulation of any regulatory agency, and
other  neglect,  act  or  omission  detrimental to the conduct of Company or the
Consultant's  business,  material  breech  of this Agreement or any unauthorized
disclosure  of  any  of  the secrets or confidential information of Company, and
dishonesty  related  to  independent  contractor  status.

     3.     Compensation;  Grant  of  Stock  Options.  In  consideration for the
services to be provided by the Consultant to the Company under the terms of this
Agreement,  the  Company agrees to grant to the Consultant upon the execution of
this Agreement a non-qualified stock option (the "Option") in purchase up to the
number  of  shares  (the  "Shares")  of  the Company's common stock (the "Common
Stock") as set forth below which shall fully  vest immediately upon execution of
this  Agreement,  at  an  exercise  price  as  set  forth  below:
     Number  of  Shares:  7,500,000  shares

                                       19


     Exercise  Price  or  percentage  per  Share  (in US$):  50% of Market Price

In no event shall the number of Option Shares exceed 7,500,000 Shares. The terms
of  the  Option  shall otherwise be set forth in a Non-Qualified Stock Agreement
between  the  Company  and the Consultant, substantially in the form attached as
Exhibit  A  to  this  Agreement.  The  Company agrees to register the Shares for
resale  under the Securities Act of 1933, as amended, pursuant to a registration
statement  filed with the Securities and Exchange Commission on Form S-8 (or, if
Form  S-8  is not then available, such other form of registration statement then
available),  pursuant  to  the  terms  of  such  registration  set  forth in the
Non-Qualified  Stock  Option  Agreement.  For  the  purposes  of  this Agreement
"Market  Price"  shall  mean  50% of the lowest closing bid price  of the Common
Stock  of  the  Company  as reported on the OTC Electronic Bulletin Board or any
exchange  on which the Company's shares are traded ("OTCBB") (i) for any trading
day  on  which  a  Notice  of Exercise is received by the Company, provided such
Notice  of  Exercise  is  delivered by fax to the Company between the hours of 4
P.M.  Eastern  Standard  or Daylight Savings Time and 7 P.M. Eastern Standard or
Daylight  Savings  Time,  or  (ii)  for  any  of the lowest of the 3 consecutive
trading  days  immediately  preceding the date of receipt by the Company of each
Notice  of  Exercise.

     4.     Confidentiality.  The  Consultant  covenants  that  all  information
concerning the Company, including proprietary information, which it obtains as a
result  of  service  rendered pursuant to this Agreement shall keep confidential
and  shall  not  be  used by the Consultant except for the direct benefit of the
Company nor shall the confidential information be disclosed by the Consultant to
any  third  party  without the prior written approval of the Company,  provided,
however, that the Consultant shall not be obligated to treat as confidential, or
return  to  the  Company  copies  of  any  confidential information that (i) was
publicly  known  at  the time of disclosure to Consultant, (ii) becomes publicly
known  or  available  thereafter  other  than  by any names in violation of this
Agreement  or  any other duty owed to the Company by the Consultant, or (iii) is
lawfully  disclosed  to  the  Consultant  by  a  third  party.

     5.     Independent  Contractor.  The  Consultant  and  the  Company  hereby
acknowledge  that  the  Consultant is an independent contractor.  The Consultant
agrees  not  to  hold  himself  out  as, nor shall he take any action from which
others  might reasonably infer that the Consultant is a partner or agent, of, or
a  joint  venturer  with the Company.  in addition, the Consultant shall take no
action which, to the knowledge of the Consultant, binds, or purpose to bind, the
Company  to  any  contract  of  agreement.

     6.     Miscellaneous.

          (a)     Entire  Agreement.  This  Agreement  contains  the  entire
agreement  between  the  Parties,  and  may  not be waived, amended, modified or
supplemented  except  by  agreement in writing signed by the Party  against whom
enforcement  of  any  waiver  amendment,  modification  or supplement is sought.
Waiver  of  or  failure to exercise any rights provided by this Agreement in any
respect  shall  not  be  deemed  a  waiver  of  any  further  or  future rights.

     (b)     Governing  Law.     This  Agreement  shall  be  construed under the
internal laws of the State of Virginia, and the Parties agree that the exclusive

                                       20


jurisdiction for any litigation or arbitration arising from this Agreement shall
be  in  Los  Angeles,  California.

     (c)     Successors  and  Assigns.  This Agreement shall be binding upon the
Parties,  their  successors  and assigns, provided, however, that the Consultant
shall  not  permit  any  person  any  other  person  or  entity  to assume these
obligations  hereunder  without  the prior written approval of the Company which
approval  shall not be unreasonable withheld and written notice of the Company's
position  shall be given within ten (10) days after approval has been requested.

     (d)     Indemnification.  The  Company  shall  indemnify the Consultant for
all  losses  or  damages  sustained  (including  reasonable  attorney  fees  and
disbursements)  as  incurred  by  the  Consultant  arising  from  the Consultant
performing  services  under  this  Agreement.

     (e)     Counterparts.   This  Agreement  may  be  executed  in  two or more
counterparts,  each  of  which shall be deemed an original, but which when taken
together  shall  constitute  one  agreement.

     (f)     Severability.   If  one  or  more  provisions of this Agreement are
held  to  be  unenforceable  under  applicable  law,  such provision(s) shall be
excluded  from  this  Agreement  and  the  balance  of  this  Agreement shall be
interpreted  as  if  such  provision  were  excluded and shall be enforceable in
accordance  with  its  terms.

     (g)     Consultant's  Representations  and  Warranties:

          (A)     The Consultant shall not promote nor maintain a market for the
Company's securities  to  the  general public or in connection with, or related
to capital raising  transactions,  and  no  part  of  the  compensation paid by
the Company hereunder  shall  in  connection  with  such  activities.

          (B)     Any  compensation  received by the Consultant pursuant to this
Agreement, will not be used in connection with the distribution of the Company's
Securities to  the  general  public  and  the  Consultant will not act as a
conduit for the distribution  of  the  Company's  securities.

          (C)     Consultant  is  a  natural  person  who has contracted in this
Agreement  directly with  the  Company.

          (D)     Consultant  shall  not  render any services in connection with
any  potential restructuring  of  the  capital  of  the  Company.

          (E)     Consultant  will  not  sell  nor resell nor remit any proceeds
from  the  sale  of Shares  obtained  as  compensation  herein,  back  to  the
Company or apply the proceeds  to  debts  of  the  Company.

                                       21


IN WITNESS WHEREOF, the Parties hereto have executed or caused this Agreement to
be  executed  as  of  the  date  set  forth  below.


Date:                                CONSULTANT:

                                   JOSEPH  BODENSTEIN
                                   Address  for  Notices:

                                   529  North  Formosa  Avenue
                                   Los  Angeles,  California  90036
                                   Fax:  (323)  934-3982



                                   COMPANY:

                                   MARKETCENTRAL.NET  CORP.


                                   By: /s/Paul Taylor
                                          Paul  Taylor
                                          Chief  Executive  Officer

                                   Address  for  Notices:

                                   6401  South  Boston  Street-  Q205
                                   Englewood,  Colorado  80111
                                   Fax:  720-489-9485

                                       22


                                    EXHIBIT A

                                     FORM OF
                      NON-QUALIFIED STOCK OPTION AGREEMENT


     THIS  NON-QUALIFIED  STOCK  OPTION  AGREEMENT (this "Agreement") is between
JOSEPH  BODENSTEIN (the "Grantee") and MARKETCENTRAL.NET CORP.  (the "Company").
Each  of  the  Grantee and the Company are also referred to in this agreement as
the  "Parties."

     WHEREAS,  the Board of Directors of the Company  (the "Board of Directors")
has  authorized  the  grant  to  the Grantee, for services to be rendered by the
Grantees  as  a  consultant to the Company pursuant to the terms of a Consulting
Agreement  (the  "Consulting Agreement") between the Company and the Grantee, of
non-qualified  stock options (the "Options") to purchase the number of shares of
the Company's common stock (the "Common Stock") specified in paragraph 1 of this
Agreement  at  the  price  specified  in  paragraph  1  of  this  Agreement.

     NOW  THEREFORE,  in  consideration of the premises and mutual covenants set
forth  in  this  Agreement,  the  Parties  hereby  agree  as  follows:

     1.     Number  of  Shares: Exercise Price.  Pursuant to action taken by the
Board  of  Directors, the Company hereby grants to the Grantee, in consideration
of  consulting  services to be performed for the benefit of the Company pursuant
to  the  Consulting  Agreement,  Options to purchase the number of common shares
("Option  Shares")  of  Common  Stock set forth below, at the exercise price set
forth  below  ("Exercise  Price");

     Number  of  Shares:  7,500,000  shares.  In  no  event  shall the number of
Option  Shares  exceed  7,500,000  Shares.

     Exercise  Prices  or  Percentage  per Share (in US$):  50% of Market Price.
"Market  Price"  shall  mean  50% of the lowest closing bid price  of the Common
Stock  of  the  Company  as reported on the OTC Electronic Bulletin Board or any
exchange  on which the Company's shares are traded ("OTCBB") (i) for any trading
day  on  which  a  Notice  of Exercise is received by the Company, provided such
Notice  of  Exercise  is  delivered by fax to the Company between the hours of 4
P.M.  Eastern  Standard  or Daylight Savings Time and 7 P.M. Eastern Standard or
Daylight  Savings  Time,  or  (ii)  for  any  of the lowest of the 3 consecutive
trading  days  immediately  preceding the date of receipt by the Company of each
Notice  of  Exercise.

     2.     Term.  The Options and this Agreement shall expire one (1) year from
the  date  of  this  Agreement.

     3.     Shares  Subject  to  Exercise.  The  Options  shall  be  immediately
exercisable  and  shall  remain  exercisable  for  the  entire Term specified in
Paragraph  2  of  this  Agreement.

     4.     Escrow  Agent,  Method,  Manner  and  Time  of  Exercise.

                                       23


          (a)     The  Grantee and the Company hereby appoint Edward H. Burnbam,
Esq., as  escrow  agent  (the  "Escrow  Agent"),  in connection with this Stock
Option Agreement.

          (b)   The  Options  may  be exercised by the Grantee by giving written
notice  of  the exercise  of the Options ("Notice of Exercise") to  the  Company
and to the Escrow Agent,  as  defined  below,  in the  form  annexed  hereto  as
Exhibit A stating the number of Option Shares with respect to which  the  Option
is then being exercised and  setting forth the  exercise  price.  Simultaneously
with giving the Notice of Exercise, the  Grantee  shall  wire  transfer  to  the
Escrow Agent the Exercise Price for  the  shares  being purchased as  set  forth
in the Notice.  Not less than two hundred  thousand  (200,000) Option Shares may
be purchased upon exercise of the Options at any one time unless the  number  of
Option Shares for which exercise  of  the  Options  is  being  made  is  all  of
the Option Shares then issuable upon exercise of the Options.  Only whole shares
shall be issued upon exercise of the Options.

          (c)     Within  3  days  from  receipt  of  a  Notice of Exercise, the
Company  shall deliver or cause to be delivered to the Escrow Agent certificates
representing  the  number  of shares set forth in the Notice of Exercise without
restrictive  legend  of  any  nature  whatsoever.

          (d)     Upon  the receipt of (i) a Notice of Exercise from the Grantee
stipulating  the  number  of  Option  Shares  it  is  purchasing,  (ii) a  wire
transfer for the Exercise  Price  of  the  Option Shares set forth in the Notice
of Exercise, and (iii) the Option Shares from  the  Company,  the  Escrow  Agent
shall (x) deliver the Option  Shares  being  purchased to the Grantee,  and  (y)
send the Exercise Price received  from  the  Grantee  to  the  Company  by  wire
transfer, less the fees of the  Escrow  Agent  as  provided  below.  The  Escrow
Agent  shall  have irrevocable authority  to  transfer  the Option Shares to the
Grantee upon the  receipt  of  a  Notice  of  Exercise,  provided  Escrow  Agent
receives  the  accompanying  Exercise  Price  for  the  Option  Shares.  In  the
event  the Exercise Price is not wire transferred  to  the  Escrow  Agent within
3  days of receipt of the Notice of Exercise,  the  Escrow  Agent  shall  return
any Option Shares received from the Company  upon  such  Notice of  Exercise  to
the Company.  In the event the Option shares  are  not  received  by  the Escrow
Agent within 3 days of receipt of the  Notice  of  Exercise,  the  Escrow  Agent
shall wire transfer to the  Grantee  the  Exercise  Price  ("Voided  Exercise").
In  the  event of a Voided Exercise, the  Notice  of  Exercise  upon  which  the
Grantee and the Company have acted shall be null  and  void  and of  no  further
effect.  A Voided Exercise  shall  not  preclude  any  future  exercise  of  the
Options  at  the  election  of  the  Grantee.

          (e)     The  Escrow  Agent's  obligation  under  this  Agreement shall
terminate  simultaneously  upon the expiration of the Options or the exercise in
full  of  the  Options granted under this Agreement and upon such expiration the
Escrow  Agent shall have no further obligations whatsoever under this Agreement.
The  Escrow  Agent is acting under this Agreement as a stakeholder only. No term
or  provision of this Escrow Agreement is intended to create, nor shall any such
term  or  provision be deemed to have created, any joint venture, partnership or
attorney  client relationship between or among the Escrow Agent, the Sellers and
the Purchaser.   The Escrow Agent's only duties are those expressly set forth in
this  Agreement,  and each of the Seller and the Purchaser authorizes the Escrow
Agent  to perform those duties in accordance with its usual practices in holding
property of its own or those of other escrows.  The Escrow Agent may exercise or

                                       24


otherwise  enforce any of its rights, powers, privileges, remedies and interests
under this  Agreement and applicable law or perform any of its duties under this
Agreement by or through its partners, employees, attorneys, agents or designees,
and  such  partners,  employees,  attorneys  and  agents,  shall  not  incur any
liability  whatsoever  for the disposition of the Option Shares or the taking of
any  other action in accordance with the terms and provisions of this Agreement,
for  any mistake or error in judgment, for compliance with any applicable law or
any  attachment,  order  or  other  directive  of  any  court or other authority
(irrespective  of  any  conflicting term or provision of this Agreement), or for
any  act  or  omission  of  any  other  person selected with reasonable care and
engaged  by  the  Escrow Agent in connection with this Agreement (other than for
such Escrow Agent's or such person's own acts or omissions breaching a duty owed
to  the  claimant  under  this  Agreement  and  amounting to gross negligence or
willful  misconduct  as  finally  determined  pursuant  to  applicable  law by a
governmental  authority  having  jurisdiction);  and each of the Grantee and the
Company  hereby  waive  any  and  all  claims and actions whatsoever against the
Escrow  Agent  and  its  designees,  and  their  respective partners, employees,
attorneys  and  agents,  arising out of or related directly or indirectly to any
and  all  of  the foregoing acts, omissions and circumstances.  Furthermore, the
Escrow  Agent  and  its  designees,  and  their  respective partners, employees,
attorneys  and  agents, shall not incur any liability (other than for a person's
own acts or omissions breaching a duty owed to the claimant under this Agreement
and  amounting  to  gross negligence or willful misconduct as finally determined
pursuant  to applicable law by a governmental authority having jurisdiction) for
other  acts  and  omissions  arising out of or related directly or indirectly to
this  Agreement  or  the  Shares; and each of the Grantee and the Company hereby
expressly waive any and all claims and actions (other than the Escrow Agent's or
such  person's  own  acts or omissions breaching a duty owed to the claimant and
amounting  to  gross  negligence  or  willful  misconduct  as finally determined
pursuant  to  applicable  law  by  a governmental authority having jurisdiction)
against  the  Escrow  Agent  and  its  designees, and their respective partners,
employees,  attorneys  and  agents,  arising  out  of  or  related  directly  or
indirectly  to  any  and all of the foregoing acts, omissions and circumstances.

          (f)     The  Escrow  Agent  and  its  designees,  and their respective
partners, employees, attorneys and agents,  shall  be  indemnified,  reimbursed,
held harmless and,  at  the  request  of  the  Escrow  Agent, defended,  by  the
Grantee and  the  Company  from  and  against any and  all claims,  liabilities,
losses and expenses (including, without limitation, the reasonable disbursements
expenses and fees of  their  respective  attorneys)  that  may be imposed  upon,
incurred by, or  asserted  against  any of  them,  arising  out  of  or  related
directly or indirectly to  this Escrow Agreement or the  Option  Shares,  except
such as are occasioned by  the  indemnified  person's  own  acts  and  omissions
breaching a duty owed  to  the  claimant  under  this  Agreement  and  amounting
to willful misconduct or gross negligence  as  finally  determined  pursuant  to
applicable law by a governmental authority  having  jurisdiction.

     5.     Tax  Withholding.  As a condition to exercise of the options Grantee
shall  be  liable to  pay  to  all  applicable  federal,  state and local taxes.

     6.     Exercise Following Termination of Consulting Agreement.  The Options
shall  not terminate  as  a result of the termination of Grantee's  services  as
a consultant to  the  Company  pursuant  to  the  Consulting  Agreement.

     7.     Transferability.  The Options and this Agreement may not be assigned
or  transferred  except by will or by laws of descent and distribution, and with
consent  of  the  Company.

                                       25


     8.     Grantee  Not  a  Shareholder.  The Grantee shall have no rights as a
shareholder  with  respect  to  the  Option Shares issued from time to time upon
exercise  of  the  Options until the earlier of: (1) the date of issuance of the
stock certificates or stock certificates to the Grantee applicable to the Option
Shares  then  issuable  to the Grantee upon exercise of the Options, and (2) the
date  on  which  the  Grantee or his nominee is recorded as owner of such Option
Shares  on  the  Company's  stock ledger by the Company's registrar and transfer
agent,  which  may  be the Company.  Except as set forth in paragraph 13 of this
Agreement,  no  adjustment  will be made for dividends or other rights for which
the  record  date is prior to the earlier of the events described in clauses (1)
and  (2)  of  this  paragraph.

     9.     Shares  Qualified  for  Listing.  Company represents that its Common
Stock  is  qualified  for  trading  or  quotation  on  a  nationally  recognized
securities  exchange or stock quotation system, including, without the OTCBB and
other  applicable  jurisdictions.

     10.     Registration  Rights.  Upon  signing  this  Agreement,  the Company
shall  immediately,  at the Company's expense, use its best efforts to file with
the  Securities  and  Exchange  Commission  ("SEC"),  a  registration  statement
("Registration  Statement")  on  Form  S-8  or other comparable form, or if such
forms  is  nor  then  available,  such other form of registration statement then
available,  in such form as to comply with applicable federal and state laws for
the  purpose of registering or qualifying the Option Shares for public resale by
the  Grantee,  and  prepare  and  file  with  the  appropriate  same  securities
regulatory authorities the documents reasonably necessary to register or qualify
the  Option Shares, subject to the ability of the Company to register or qualify
the  Option  Shares  under  applicable  state  law.

     11.     Notices.  All  notices  to  the  Company  shall be addressed to the
Company  at  the  principal  office of the Company at the address  and facsimile
number set forth on the signature page of this Agreement, and all notices to the
Grantee shall be addressed to the Grantee at the address and facsimile number of
the  Grantee set forth on the signature page of this Agreement or, if different,
the  last  address and facsimile number on the file with the Company, or to such
other  address  and  facsimile  number  as  either may designate to the other in
writing,  A  notice  shall  be deemed to be duly given if and when enclosed in a
properly  addressed  sealed  envelope deposited, postage prepaid and followed by
facsimile  to  the  addressee.  In  lieu  of giving notice by mail as aforesaid,
written  notices  under  this Agreement may be given by personal delivery to the
Grantee  or to the Company (as the case may be) by nationally recognized courier
or  overnight  delivery  service.

     12.     Adjustments.  If  there  is any change in the capitalization of the
Company  after  the date of this Agreement affecting in any manner the number of
kind  of  outstanding  shares  of  Common Stock of the Company, whether by stock
dividend,  stock  split,  reclassification or recapitalization of such stock, or
because  the  Company  has  merged  or  consolidated  with  one  or  more  other
corporations, then the number and kind of shares then subject to the Options and
the  exercise  price  to  be  paid  for the Option Shares shall be appropriately
adjusted by the Board of Directors; provided however, that in no event shall any
such  adjustment  result  in  the  Company  being  required to sell or issue any
fractional  shares.  Any  such  adjustment  shall  be made without change in the
aggregate  exercise price applicable to the unexercised portion of that Options,

                                       26


but with an appropriate adjustment to the exercise price of each Option Share or
other  unit  of  security  then  covered  by  the  Options  and  this Agreement.

     13.     Cessation  of  Corporate  Existence.  Notwithstanding  any  other
provision  of  this  Agreement,  in  the  event of the reorganization, merger or
consolidation  of the Company with one or more corporations as a result of which
the  Company is not the surviving corporation, or the sale of substantially  all
the  assets  of  the  Company  or  of  more than fifty percent (50%) of the then
outstanding  stock  of  the  Company to another corporation or other entity in a
single  transaction,  the  Option  grated  hereunder  shall  terminate, provided
however,  that  not  later  than five (5) days before the effective date of such
merger  or  consolidation  or  sale  of  assets  in which the Company is not the
surviving  corporation,  the  surviving  corporation  may,  but  shall not be so
obligated  to, tender to the Grantee an Option to purchase a number of shares of
capital  stock of the surviving corporation equal to the number of Option Shares
then  issuable  upon exercise of the Options, and such new options for shares of
the surviving corporation shall contain such terms, conditions and provisions as
shall  be  required  substantially  to  preserve  the rights and benefits of the
Options  and  this  Agreement.

     14.     Miscellaneous.

     (a)     Entire  Agreement.  This  Agreement  and  the  Consulting Agreement
contain the  entire  agreement  between  the  Parties,  and  may not  be waived,
amended, modified  or  supplemented  except     by  agreement  in  writing
signed by  the  Parties  against  whom  enforcement  of  any  waiver  amendment,
modification or supplement  is  sought.  Waiver of or failure  to  exercise  any
rights provided by this  Agreement  in  any  respect shall not be deemed a
waiver of any further or future  rights.

     (b)     Governing  Law.     This  Agreement  shall  be  construed under the
internal laws of the State of Virginia, and the Parties agree that the exclusive
jurisdiction for any litigation or arbitration arising from this Agreement shall
be  in  Los  Angeles,  California.

     (c)     Successors  and  Assigns.  This Agreement shall be binding upon the
Parties,  their  successors  and assigns, provided, however, that the Consultant
shall  not  permit  any  person  any  other  person  or  entity  to assume these
obligations  hereunder  without  the prior written approval of the Company which
approval  shall not be unreasonable withheld and written notice of the Company's
position  shall be given within ten (10) days after approval has been requested.

     (d)     Indemnification.  The  Company  shall  indemnify the Consultant for
all  losses  or  damages  sustained  (including  reasonable  attorney  fees  and
disbursements)  as  incurred  by  the  Consultant  arising  from  the Consultant
performing  services  under  this  Agreement.

     (e)     Counterparts.   This  Agreement  may  be  executed  in  two or more
counterparts,  each  of  which shall be deemed an original, but which when taken
together  shall  constitute  one  agreement.

     (f)     Severability.   If  one  or  more  provisions of this Agreement are
held  to  be  unenforceable  under  applicable  law,  such provision(s) shall be

                                       27


excluded  from  this  Agreement  and  the  balance  of  this  Agreement shall be
interpreted  as  if  such  provision  were  excluded and shall be enforceable in
accordance  with  its  terms.

     (g)     Fees  of  Escrow  Agent: The fees of the Escrow Agent in connection
with  this Agreement  shall  be  $7,500  ("Fees") of which the Company shall pay
$3,750 and Grantee  shall pay $3,750.  The Fees shall be paid  as  follows:  (i)
by deducting from  the first two Option Shares purchases the sum of $1,875  from
the proceeds received  from  the  Grantee  to  be  paid to the Company and  (ii)
the amount of $3,750,  to  be  paid by Grantee directly to  Escrow  Agent  upon
each of the first two  Option  Shares  disbursements  to  the  Company.

     IN  WITNESS  WHEREOF,  the  Parties  hereto  have  executed  or caused this
Agreement  to  be  executed  as  of  the  date  set  forth  below.


Date:


CONSULTANT:

JOSEPH  BODENSTEIN

Address  for  Notices:

529  North  Formosa  Avenue
Los  Angeles,  California  90036
Fax:  (323)  934-3982



COMPANY:


MARKETCENTRAL.NET  CORP.


By:/s/Paul Taylor
      Paul  Taylor
      Chief  Executive  Officer

Address  for  Notices:

6401  South  Boston  Street-  Q205
Englewood,  Colorado  80111
Fax:720-489-9485

                                       28


                                    EXHIBIT A


                          NOTICE OF EXERCISE OF OPTION

     (To  be  Executed  by  the  Holder  in  order  to  Exercise  Options)

          The  undersigned  hereby  irrevocably  elects  to  exercise __________
options to purchase Shares of Common Stock of  Marketcentral.net Corp. according
to  the  conditions  set forth in a certain Non-Qualified Stock Option Agreement
dated  August  17,  2001,  as  of  the  date  written  below.

          If  Shares  are  to  be  issued in the name of a person other than the
undersigned,  the  undersigned will pay all transfer and other taxes and charges
payable  with  respect  thereto.

Date  of  Exercise__________________________

Applicable  Price  per  Share:  $
                                -
Number  of  Options  Exercised  (minimum  200,000):
Gross  Purchase  Price  (number  of  shares  purchased  x  Price  per  Share):
Signature__________________________________________________________
               [Print  Name  of  Holder  and  Title  of  Signer]
Address:___________________________________________________________

        ___________________________________________________________

SSN  or  EIN:
Shares  are  to  be  registered  in  the  following  name:

Name:
Address:
Tel:

Fax:

SSN  or  EIN:

Shares  are  to  be  sent  or  delivered  to  the  following  account:

Account  Name:
Address:

                                       29


--------------------------------------------------------------------------------
                                    EXHIBIT 4

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                       30

                                 LAW OFFICES OF
                                William Stocker

                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624

                    phone (949) 487-72950 fax (949) 487-7285



                                August 31, 2001
To  the  President  and  the
Board  of  Directors
MarketCentral.net  Corp.
6401  South  Boston  Street
Englewood  CO  80111     re:  Opinion  of  Special  Counsel

     Dear  Gentlemen:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on Form S-8 to compensate consultants in the amount of $118,750.00
in  the  form  of  9,500,000  shares  of  common stock to be registered thereby.

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's  Common Stock is Registered pursuant to Section 12(g) of the Securities
Exchange  Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The  three Consulting Agreements are not qualified plans of any kind or sort and
are  not  qualified for any special tax treatment under State or Federal Law. If
and  when  issued, the securities would be and must be treated as the equivalent
of  cash  paid  and  received back as the purchase of securities. The Securities
would  be  issued  in compensation for services at the rate of $0.0125 per share
for $0.0125 of services performed. These services were duly invoiced pursuant to
an  agreed  time-fee  agreement,  and  none  of the services billed or performed
pursuant  to the three Consulting Agreements were direct or indirect commissions
or  compensation  for  raising  funds  for  the  Issuer.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.

     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.


                                Very Truly Yours,


                              /s/William Stocker
                                 William Stocker
                           special securities counsel

                                       31
[{"type": "S-8", "sequence": "1", "filename": "r01qs8.txt", "description": "MARKETCENTRAL.NET S-8 FILING", "secsgml_size_bytes": 81936}]
{"company-data": {"conformed-name": "MARKETCENTRAL NET CORP", "cik": "0001068170", "assigned-sic": "7389", "irs-number": "760270330", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68952", "film-number": "1730970"}, "business-address": {"street1": "300 MERCER ST SUITE 26J", "street2": "STE 46", "city": "NEW YORK", "state": "NY", "zip": "10003", "phone": "9492489561"}, "mail-address": {"street1": "300 MERCER STREET SUITE 26J", "street2": "STE 46", "city": "NEW YORK", "state": "NY", "zip": "10003"}, "former-company": {"former-conformed-name": "ALL AMERICAN CONSULTANT AIRCRAFT INC", "date-changed": "19990210"}}
SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             MARKETCENTRAL.NET CORP.
               (Exact name of registrant as specified in charter)

 Texas                                                                76-0270330
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

6401  South  Boston,  Q205,  Englewood  CO                                 80111
(Address  of  principal  executive  offices)                         (Zip  Code)

                              CONSULTING AGREEMENTS
                              (Full Title of Plan)

                                 William Stocker
                                 Attorney at Law
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    phone (949) 487-7295  fax (949) 487-7285
                               (Agent for Service)

                                September 4, 2001

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of         | Amount to be  |  Proposed       | Proposed      |Amount of
Securities       | Registered    |  Maximum        | Maximum       |Registration
to be            |               |  Offering Price | Aggregate     |Fee
Registered       |               |  Per Unit       | Offering Price|
--------------------------------------------------------------------------------
$0.001 par value | 9,500,000     |  $0.0125        |      $118,750 |     $31.35
Common Stock     | shares        |  Per  share     |               |
--------------------------------------------------------------------------------

1  The  securities  of the Issuer are presently trading or listed for trading on
the  Non-NASDAQ Bulletin Board of the NASD or elsewhere. The price is determined
accordingly  by  reference  to  the  last trading date, August 31, 2001, average
close,  discounted  by  50%.

--------------------------------------------------------------------------------
 CONSULTANT TO RECEIVE SHARES                 AMOUNT OF SECURITIES
--------------------------------------------------------------------------------
  Andrew Lewis                                      1,000,000
  Robyn M. Storer                                   1,000,000
  Joseph Bodenstein                                 7,500,000
-----------------------------------------==========================-------------
  TOTAL AMOUNT OF SHARES                            9,500,000
--------------------------------------------------------------------------------

                                        1

                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents are incorporated by reference as though fully set
forth  herein,  and all documents subsequently filed by this Registrant pursuant
to  Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior  to  the  filing  of  a  post-effective amendment which indicates that all
securities  offered  have  been  sold  or which de-registers all securities then
remaining  unsold,  shall  be  deemed  to  be  incorporated  by reference in the
Registration  Statement  and  a  part  hereof  from  the  date of filing of such
documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ("Common Stock") Registered
under  section  12(g) of the 1934 Act, as described in Form 10-SB. Each share is
entitled  to  one  vote;  all shares of the class share equally in dividends and
liquidation rights. Pursuant to the laws of Texas a majority of all shareholders
entitled to vote at a shareholders meeting regularly called upon notice may take
action  as  a  majority  and  give notice to all shareholders of such action. No
market  presently  exists  for  the  securities  of  this  Issuer.

ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     The  service  providers  have an interest in the securities requested to be
issued.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  following  provision is contained in the Articles of Incorporation, in
Article  IX,  provides:

          "Each Director and officer or former Director or officer or any person
who  may have served at the request of this corporation as a Director or officer
of another corporation in which this corporation owns shares of capital stock or
of  which  this  corporation  is  a  creditor  (and  their heirs, executors, and
administrators)  may  be indemnified by the corporation against reasonable costs
and  expenses incurred by him in connection with any action, suit, or proceeding
to  which  he  may  be  made  a party by reason of his being or having been such
Director or officer, except in relation to any actions, suits, or proceedings in
which  he  has  been  adjudged liable because of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his  office, or in the event of a settlement, each Director and officer (and his
heirs,  executors,  and  administrators)  may  be indemnified by the corporation
against  payments  made,  including reasonable costs and expenses, provided that
such indemnity shall be conditioned upon the prior determination by a resolution
of  two-thirds  (2/3)  of  those  members  of  the  Board  of  Directors  of the
corporation  who  are  not  involved in the action, suit, or proceeding that the
Director  or  officer  has  no  liability  by reason of willful misfeasance, bad
faith,  gross  negligence,  or  reckless disregard of the duties involved in the
conduct of his office, and provided further that if a majority of the members of
the  Board  of Directors of the corporation are involved in the action, suit, or
proceedings,  such  determination  shall  have been made by a written opinion of
independent  counsel.  Amounts  paid in settlement shall not exceed costs, fees,
and expenses which would have been reasonable if the action, suit, or proceeding

                                        2

had  been  litigated  to  a  conclusion.  Such  a  determination by the Board of
Directors,  or  by  independent  counsel,  and  the  payments  of amounts by the
corporation  on  the  basis  thereof  shall  not  prevent  a  shareholder  from
challenging such indemnification by appropriate legal proceedings on the grounds
that  the  person  indemnified  was  liable  to  the corporation or its security
holders  by  reason  of  willful  misfeasance,  bad  faith, gross negligence, or
reckless  disregard  of  the  duties  involved in the conduct of his Office. The
foregoing  rights and indemnification shall not be exclusive of any other rights
to  which  the  officers  and  Directors  may  be  entitled  according  to law."

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  Applicable. No restricted securities are re-offered or resold pursuant
to  this  Registration  Statement.

ITEM  8.  EXHIBITS.

     Provided  as  an  exhibit  hereto is the Consulting Agreement for services.
Receipt of the Securities covered by this Registration Statement will be treated
as  the  equivalent  of  cash  received  for  services  as  ordinary income. The
Securities  are  issued  in compensation for services at the rate of $0.0125 per
share  per  $0.0125  of  services  performed.

ITEM  9.  UNDERTAKINGS.

     Not  Applicable.

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  on  August  31,  2001.

                             MARKETCENTRAL.NET CORP.
                               A TEXAS CORPORATION

                                       by

/S/Paul  Taylor                     /S/Paul  Taylor
   Paul  Taylor                        Paul  Taylor
   President/Director                  Secretary/Director

                                        3

--------------------------------------------------------------------------------
                                    EXHIBIT 1

              CONSULTING AGREEMENT BETWEEN ANDREW LEWIS AND ISSUER
--------------------------------------------------------------------------------

                                        4

              CONSULTING AGREEMENT BETWEEN ANDREW LEWIS AND ISSUER

                  Independent Contractor / Consulting Agreement

THIS  AGREEMENT  made  and  entered  into this Thursday, August 14, 2001, by and
between Market Central.Net Inc. (MKTS-OTC/BB) (Client), with its principal place
of  business  at  6401  South Boston Street, Englewood, Colorado, 80111, and Mr.
Andrew  Lewis  (the  Consultant)  of  445  West  Barry  Avenue - Apt 102 Chicago
Illinois  60657.

                                    Recitals

WHEREAS, Client is engaged in the ownership and management of Market Central.Net
Corp.  (MKTS)  OTCBB.

WHEREAS,  Consultant  is  in  the business of providing highly specific Internet
consulting,  including IP Protocol planning and supervision, IP administration &
operations.

WHEREAS,  in  the  operation  of  Client  s  business,  Client is in need of the
services  which  Consultant  provides  and  wishes  to  enter  into  a  business
arrangement  with  Consultant  to  provide  such  services.

IN  CONSIDERATION  of  the promises and mutual covenants hereby contained, it is
hereby agreed as follows and will confirm the arrangements, terms and conditions
pursuant  to which the Consultant has been retained to serve as a consultant and
to  Client  on  a  nonexclusive  basis.

The  undersigned  hereby  agrees  to  the  following  terms  and  conditions:

Terms  of  Contract

This  Agreement  will  become  effective  on  Tuesday,  September  04,  2001 and
will  run  concurrent  with  existing agreement for  a  period of Six (6) months
unless  earlier  terminated  pursuant  to  Section  5  of  this  Agreement.

Services  to  be  Performed  by  Independent  Contractor/Consultant

Duties  of  Independent  Contractor.  Contractor  shall,  at  the request of the
Company, upon reasonable notice, render the above noted services to the Company.

Duties  of  Consultant.  Consultant  agrees to provide certain Internet Protocol
planning  and  liaison  with  certain  of  the  Company's  business  partners.

The  Consultant  will  provide such consulting services and advice pertaining to
the  Company  s  technology  integrations  as  the Company may from time to time
reasonably  request.

This  Agreement  is  not  a  contract  for  any form of Securities based listing
services  or  services  related  to  Securities  or  Market  Making  services.

                                        5

Independent  Contractor  Status. It is the express intention of the parties that
Consultant  be  an  independent contractor and not an employee, agent of Client.
Client  shall  have  no  right  to  and  shall  not  control the method by which
Consultant  performs  the  above-described  services.
Consultant shall be entirely and  solely  responsible  for  its  own actions and
the  sanctions  of  its  agents,  employees  or  partners  while  engaged in the
performance  of  services  required  by  the  Agreement.

Nothing  in  this  Agreement  shall  be  interpreted or construed as creating or
establishing  the  relationship  of  employer  and  employee  between Client and
Consultant  or  any employee, agent or Consultant. Both parties acknowledge that
Consultant  is  not  an  employee  for  state or federal income tax purposes and
Consultant  specifically  agrees  that  it  shall  be exclusively liable for the
payment  of all income taxes, or the state or federal charges, that are due as a
result  of receipt of any consideration for the performance of services required
by  this  Agreement.

Consultant  agrees  that any such consideration is not subject to withholding by
the  Client for payment of any taxes and also directs Client not to withhold any
sums  for  the  consideration  paid  to  Consultant  for  the  services provided
hereunder.

Consultant shall retain the right to perform services for others during the term
of  this Agreement. Nothing herein shall constitute Consultant as an employee or
agent  of  the  Company,  except  to such extent as might hereinafter be agreed,
Consultant shall not have the authority to obligate or commit the Company in any
manner  whatsoever.

Use  of  Employees  of  Contractor.  Consultant may, at its own expense, use any
employee  or  subcontractors  in  the  performance  of  those  services.

Expense.  Consultant  shall be reimbursed for all costs and expenses incident to
the  performance  of  services  required  by  this  Agreement, including but not
limited  to,  the  cost of materials used by Consultant, travel, telephone, fax,
meals  and  supplies  required  specifically  for  the  Company.

Available  Time.  Consultant  shall  make available such time as it, in its sole
discretion,  shall deem appropriate for the performance of its obligations under
this  Agreement.

Compensation
Reimbursement  for Out-Of-Pocket Expenses. Client shall not reimburse Consultant
at net cost, for out-of-pocket expenses incurred by Consultant in furtherance of
this  Agreement for travel and related expenses, contact entertainment, postage,
delivery  services (e.g. Federal Express), printing, telex and other third party
expenses  PROVIDED  THAT  any  such  expenses  in excess of $500  (exclusives of
airfares(s))  shall  be  subject  to  Client  pre-approval.

Stock.  Client  and  Consultant  agree  that  Consultant shall receive 1,000,000
shares  of  Client  s  freely tradable public common stock in the capital of the
Company  to  be  delivered  to  Consultant  immediately  after the filing of the
appropriate  SEC  filings.

Obligations  of  Client

Cooperation.  Client shall company with all reasonable requirement of Consultant
and provided access to all documents reasonably necessary for the performance of
Consultant's  duties  under  this  Agreement.

Confidentiality.  Except  in  the  course  of  the  performance  of  its  duties
hereunder,  Consultant  agrees  that  it  shall  not disclose any trade secrets,
know-how, or other proprietary information not in the public domain learned as a
result  of  this  Agreement  unless and until such information becomes generally
known.

                                        6

Termination  of  Agreement

Termination  on  Notice.  Notwithstanding any other provision of this Agreement,
either party may terminate this Agreement at any time by giving thirty (30) days
written  notice  to  the  other party. Upon Consultant receiving 30 days written
notification  of  termination  of  this Agreement by Client, they are to receive
full payment for services, expenses and the monthly fee as stated in item 3.2 of
this  Agreement. Unless otherwise terminated as provided in this Agreement, this
Agreement  will  continue  in  force  for  a  period  of  twelve  (12)  months.

Termination  of  Occurrence  of  Stated  Event.  This  Agreement  will terminate
automatically  on  the  occurrence  of  the  following  event:  bankruptcy  or
insolvency  of  either  party;  and non-payment  of  performance  as  stated  in
this  Agreement  by  Client.

General  Provisions
Further  Acts.
Each  operate  agrees  to  perform any further acts and execute and deliver  any
further  documents  that may be reasonably necessary to carry out the provisions
and  intent  of  this  Agreement.

Entire  Agreement.  This  Agreement  contains  the  entire  understanding of the
parties  hereto  with  respect  to the subject matter contained herein and my be
amended  only by a written instrument signed by the parties affected thereby, or
their  respective  successor s or assigns. This Agreement cancels and supersedes
all  prior  agreements,  if  any,  oral or written, among Client and Consultant.

Severability.  If  any  provision  of  this Agreement shall be held invalid such
invalidity  shall  not affect the other provision hereof, and to this extent the
provisions  of  this Agreement are intended to be and Shall be deemed severable.

Counterparts.  This  Agreement  may  be  executed  simultaneously in two or more
counterparts,  each  of  which  shall  be  deemed  an  original by tall of which
together  shall  constitute  on  and  the  same  instrument.

Notices.  Any  notice  or  other  communication required or permitted under this
Agreement  shall  be  sufficiently  given  if  delivered  personally  or sent by
registered  or  certified mail, postage prepaid and return receipt requested, to
the address of the parties set forth in the first paragraph of this Agreement or
at  such  address as may have been provided in like manner in writing to both of
the  parties  to  this  Agreement.

Any  notice  that  is  sent  by  mail  under  this Agreement shall be considered
received  on  the  date on which it is actually delivered to the premises of the
party  of  whom it is properly addressed, such date to be conclusively evidenced
by  the  date  of  the  return  receipt.

Governing  Law.  This  Agreement  shall  be  construed  in  accordance with, and
governed  by  the  laws  of  the  State  of  Texas.

Assignment. No party to this Agreement may assign this Agreement or its right or
obligations  hereunder  without  the  written  consent  of  the  other.

Headings.  The heading of this Agreement are inserted solely for the convenience
of  reference  and are not part of, and are not intended to govern, limit or aid
in  the  construction  of  any  term  or  provision  hereof.

                                        7

Pronouns.  All  pronouns  and any variations thereof shall be deemed to refer to
the  masculine,  feminine  or neuter, singular or plural, as the identity of the
person,  person,  entity  or  entities  may  require.

Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or
shall  constitute  a  waiver  of  any  other  provision,  nor  shall  any waiver
constitute  a  continuing  waiver. No waiver shall be binding unless executed in
writing  by  the  party  making  the  waiver.

Acknowledgment  Concerning  Counsel.  Each  party  acknowledges  that it had the
opportunity  to  employ  separate and independent counsel of its own choosing in
connection  with  this  Agreement.

Arbitration.  Any controversy, claim, misunderstanding, course of action, matter
in  question, breach, disagreement, dispute, or other related matter arising out
of,  or  relating  to  this  Agreement, or the relationship between the parties,
shall  be  decided  b  y  mandatory  binding  arbitration  before  the  American
Arbitration  Association, State of Colorado, or as designated by the Consultant.
In  such arbitration, the parties shall be entitled to the full discovery rights
accorded  to  litigants  under  the  Laws  of  the  State  of  Illinois.

The  prevailing  party  shall  be  entitled  to  recover  all costs and expenses
incurred,  including  its  reasonable  attorney  s  fees, related costs, and any
advanced  arbitration  expenses.

Indemnification.  Consultant  will  indemnify  and  hold harmless Client and its
officers,  directors,  agents  and  employees against any expenses, which may be
incurred  by  Client  as  a  result  of  statements made by Consultant which are
inaccurate  or misleading or the failure by Consultant to state facts, which are
necessary  to  be  stated  in  order  to  make  statements  made not misleading.

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

Paul  Taylor,  CEO
MarketCentral.net  Corp

/s/Paul Taylor
   Paul  Taylor

ACCEPTED  BY  ANDREW  LEWIS

/s/Andrew Lewis
   Andrew  Lewis
   (The  Consultant)

                                        8

--------------------------------------------------------------------------------
                                    EXHIBIT 2

             CONSULTING AGREEMENT BETWEEN ROBYN M. STORER AND ISSUER
--------------------------------------------------------------------------------

                                        9

ENGAGEMENT  AGREEMENT
---------------------

TUESDAY,  SEPTEMBER  04,  2001
------------------------------

ROBYN  M.  STORER
HOUSTON  PALACE
7  AVE  PRINCESS  GRACE
MC  98000
MONACO

&

MARKET  CENTRAL  NET  CORP  (MKTS:OB)

     This  Consulting  Agreement  (herein  the  Agreement)  is entered into this
Tuesday,  September  04,  2001by  and  between MARKET CENTRAL NET CORP (MKTS:OB)
(herein  "the  Company")  and  Robyn  M.  Storer  (herein  "the  "Consultant").

RECITALS
     The  Consultant,  through  considerable  experience,  time and effort, have
created  and  developed,  a  system for providing financial consultancy services
("the  Services")  to  private  and  public  companies.
     The  Company  desires  to  obtain the services of the Consultant and on the
basis  of  previous telephone conversations and meetings between the Company and
the  Consultant  as well as other discussions, preliminary financial statements,
initial  reports  submitted  by  the  Company,  and the representations that the
Company  has  made  to the Consultant describing the Company and its principals,
the  present  and  proposed  business activities of the Company, its operations,
financial  condition and capital structure, and various agreements and documents
related  thereto,  the  Consultant  are  willing to provide such services to the
Company.

     NOW,  THEREFORE,  in  consideration  of  the  mutual covenants and promises
contained herein, the sufficiency of which is hereby acknowledged by each of the
parties,  the  Company  and  the  Consultant  hereby  agree  as  follows:

I.     ENGAGEMENT
--     ----------
     The  Company  hereby  engages  and  retains  the  Consultant  as  Business
Consultant/  Financial  advisors for and on behalf of the Company to perform the
Services (as that term is hereinafter defined) and the Consultant hereby accepts
such  appointment  on  the  terms  and subject to the conditions hereinafter set
forth  and  agree  to  use  their  best  efforts  in  providing  such  Services.

II.     INDEPENDENT  CONTRACTOR
---     -----------------------
     A.     The  Consultant  are,  and  in  all  respects  are  deemed  to  be,
independent contractors in the performance of their duties hereunder, any law of
any  jurisdiction  to  the  contrary  notwithstanding.

     B.          The  Consultant  will  not,  by reason of this Agreement or the
performance of the Services, be or be deemed to be, an employee, agent, partner,
co-venture or controlling person of the Company, and the Consultant will have no
power  to  enter  into any agreement on behalf of or otherwise bind the Company.

                                       10

     C.     The  Consultant  will  not  have  or  be  deemed  to have, fiduciary
obligations  or  duties  to  the Company and will be free to pursue, conduct and
carry  on  for  its  own account (or for the account of others) such activities,
employments,  ventures,  businesses  and other  pursuits as the Consultant in
its sole, absolute and unfettered discretion  may  elect.  The  Consultant  is
a  registered  broker  dealer  and associated  person of such, and is purporting
to act in all capacities requiring registration  as  a  broker  dealer  or
associated  person.

     D.     Notwithstanding  the  above,  no  activity,  employment,  venture,
business  or  other  pursuit of the Consultant during the term of this agreement
will conflict with the Consultant obligations under this Agreement or be adverse
to  the  Company's  interests  during  the  term  of  this  Agreement.

III.     SERVICES
----     --------
          The  Consultant agree to provide the following, hereafter collectively
referred  to  as  the  "Services":

     A.     Advise  the  Company  and/or  any  of its affiliates, associates, or
principles  in  any  and  all  matters  related  to  be financial and/or capital
structure  of  the  Company.

     B.     Best  Efforts.  The Consultant will devote such time and best effort
to  the  affairs  of  the  Company  as  is reasonable and adequate to render the
consulting  services  contemplated  by  this  agreement.

     C.     The  Consultant  are  not  responsible  for  the  performance of any
services  which  may  be  rendered  hereunder  without the Company providing the
necessary  information in writing prior thereto, nor will the Consultant include
any  services that constitute the rendering of any legal opinions or performance
of  work  that  is in the ordinary purview of a Certified Public Accountant. The
Consultant  cannot  guarantee  results on behalf of the Company, but will pursue
all  reasonable  avenues available through its network of contacts. At such time
as  an  interest  is  expressed  by  a  third  party in the Company's needs, the
Consultant  will  notify  the  Company  and  advise  it as to the source of such
interest  and  any  terms  and  conditions of such interest.  The acceptance and
consummation  of  any  transaction  is  subject  to  acceptance of the terms and
conditions  by  the  Company.

     D.     In  conjunction  with  the  Services,  the  Consultant  agrees  to:
          1.     Make  itself  available  to the officers of the Company at such
mutually  agreed  upon place during normal business hours for reasonable periods
of  time,  subject  to  reasonable  advance  notice  and  mutually  convenient
scheduling,  for  the purpose of advising the Company in the preparation of such
reports,  executive  summaries,  corporate  and/or  transaction  profiles,  due
diligence  packages and/or other material and documentation ("Documentation") as
will  be  necessary,  in  the opinion of the Consultant, to properly present the
Company  to  other  entities  and  individuals  that  could be of benefit to the

                                       11

Company.

          2.     Make  itself  available  for  telephone  conferences  with  the
principal  financial  sales  and/or  operating  officer(s) of the Company during
normal  business  hours.

          3.     Advise  the  Company's  management  in  corporate  finance,
structuring  the  nature,  extent  and other parameters of any private or public
offer(s)  to  be made to prospective investors, investor groups or their agents.

          4.     Advise  the  Company's  management  in evaluating proposals and
participating  in  negotiations  with  prospective investors, investor groups or
their  agents.

          5.     Advise  the  Company  regarding  company  operations, staffing,
strategy,  and  other  issues  related  to  building shareholder value as is may
reasonably  request,  consistent  with  the  provisions  of  this  Agreement.

          E.     It  is  understood  that the Company will modify their business
plan  based on the business concepts, research material, background material and
financial  material  supplied  by  Company.  The  Consultant  will  outline  the
modifications  and  edit the final work product.  The business plan will be used
as a marketing document, by the Company, in its efforts to secure financing. The
Consultant  will  furnish,  at its expense, all personnel, materials, equipment,
office  space  and  services  as are necessary for the proper performance of its
duties  hereunder. An engagement fee of  1,000,000 shares of free trading common
stock  of  the  Company.  This  stock  to  be  delivered  upon execution of this
agreement.

IV.     EXPENSES
---     --------

     The  Company  agrees  that:

     A.     The  Company will be responsible for the Consultant expenses related
to  services and consultancy to the Company. Normal and reasonable out-of-pocket
expenses  will  be  included  but are not limited to: accounting, printing, long
distance  communication, express mail, outside other Consultant, etc., and other
costs  involved  in the execution of this Agreement.  The Consultant must obtain
prior  written  approval  for  travel  or  other  such  arrangements  that incur
individual  costs  over  $1,000 (one thousand dollars) from the Company. Travel,
including:  airfare  (business  class), hotel lodging and meals, transportation,
etc.   will  be  the  responsibility  of the Company. The Consultant must obtain
prior  written  approval  for  travel  or  other  such  arrangements  that incur
individual  costs  over  $1,000  (one  thousand  dollars)  from  the  Company.

          B.     The  Company  will designate counsel to prepare the appropriate
documents (including subscription and escrow agreement) with regard to the terms
of  any  financial  transactions  and  the  closing  thereof.  The  Company  is
responsible  for  any and all reasonable expenses associated with the escrow and
escrow  agent.

                                       12

V.     COMPENSATION
--     ------------

     If, at any time during the term of this Agreement and for a period of three
years  following  the  termination  of this agreement, the Company completes any
transaction which includes, but is not limited to; any equity or debt financing,
merges  with or acquires assets  involving either public or private companies or
any  other  property  from  any  of  the  entities, affiliations or persons, its
employees  or former employees, agents, representatives, advisors, or Consultant
introduces  to  the  Company  by  the  Consultant,  the  Company  agrees  to:

          This  schedule  of  fees  listed  above  are  subject to the terms and
conditions  listed  below.  These terms and conditions are applicable to any and
all  transactions  contemplated  and  or  completed  under  this  agreement.

     A.     The  Company  agrees that any and all transactions will be conducted
through  an  escrow  account  to  be established by the Consultant.  The Company
further  agrees  that  any and all legal fees associated with the escrow will be
deducted  from  the  proceeds  on any and all transactions. These legal fees are
subject  to  the  Company's  advance  written  approval  and  consent.

     B.     The  Company  further  agrees  to  execute  any and all documents or
instruction's  necessary directing the funding source(s) to pay the Consultant's
fee(s)  directly  from  the proceeds of any and all funding(s) directly from any
and  all  escrow  accounts.

     C.     If required by applicable law, or at the election of the Consultant,
the  fees  deemed  to have been earned by the Consultant will be paid to any and
all  placement  agent(s)  selected  exclusively  by  the  Consultant.

     The various transactions contemplated in this agreement or to be considered
independent transactions and the fees described above shall be considered earned
on  a  transaction  by  transaction  basis.  These  transactions  are  in no way
contingent  upon one another. Obligations, transactions, introductions and sales
agreements/contracts  that  have been consummated will continue for the duration
of  their  respective  contract, etc. The Company  further agrees to execute any
and  all documents or instruction's necessary directing the funding source(s) to
pay  the  Consultant's  fee(s)  directly  from  the  proceeds  of  the  funding.

VI.       REPRESENTATIONS,  WARRANTIES  AND  COVENANTS
---       --------------------------------------------

A.          Execution.  The  execution,  delivery  and  performance  of  this
Agreement,  in  the  time  and  manner herein specified, will not conflict with,
result  in  a  breach  of, or constitute a default under any existing agreement,
indenture,  or other instrument to which either the Company or the Consultant is
a  party  or  by  which  either  entity  may  be  bound  or  affected.

     B.     Non-Circumvention.  The  Company  hereby  irrevocably  agrees not to
circumvent,  avoid,  bypass,  or  obviate, directly or indirectly, the intent of
this  Agreement,  to  avoid  payment  of  fees  in  any  transaction  with  any
corporation,  partnership  or  individual,  introduced  by the Consultant to the
Company,  in  connection  with  any  project,  any loans or collateral, or other
transaction  involving  any  products,  transfers  or services, or any addition,
renewal  extension, rollover, amendment, renegotiations, new contracts, parallel
contracts/agreements,  or  third  party  assignments  thereof.  The  Company
understands  and  acknowledges that its obligations under this Non-Circumvention
Agreement  are for the benefit of the Consultant and its successors and assigns,
and  that  the  Consultant's failure or delay in exercising any right, power and
privilege  hereunder shall not operate as a waiver thereof, nor shall any single
or  partial  exercise  thereof  or  the  exercise  of  any other right, power or

                                       13

privilege  hereunder  operate  as  a  waiver.

C.          Timely Appraisals.  The Company shall keep the Consultant up to date
and  appraised  of  all  business  market  and legal developments related to the
Company  and  its  operations  and  management.
          1.  Accordingly, the Company shall use its best efforts to provide the
Consultant  with copies of all amendments, revisions and changes to its business
and  marketing  plans,  bylaws,  articles  of  incorporation  private  placement
memoranda,  key  contracts,  employment  and  consulting  agreements  and  other
operational  agreements.
          2.  The  Company  shall  use  its  best efforts to promptly notify the
Consultant  of  the  threat or filing of any suit, arbitration or administrative
action,  injunction, lien, claim or complaint and promptly forward a copy of all
related  documentation directly to the Consultant or at the Consultant option to
the  Consultant  counsel.
          3.  The Company shall use its best efforts to also provide directly to
the  Consultant  current  financial statements, including balance sheets, income
statements,  cash  flows  and  all  other documents provided or generated by the
Company  in  the  normal  course of its business and requested by the Consultant
from  time  to  time.
          4. The Consultant shall use its best efforts to keep all documents and
information confidential as described in the section below titled, "CONFIDENTIAL
DATA".

D.     Corporate  Authority. Both the Company and the Consultant have full legal
authority  to  enter into this Agreement and to perform the same in the time and
manner  contemplated.

E.     The individuals whose signatures appear below are authorized to sign this
Agreement  on  behalf  of  their  respective  corporations.

 F.     The  Company  will  cooperate  with  the  Consultant,  and will promptly
provide the Consultant with all pertinent materials and requested information in
order  for  the  Consultant  to perform its Services pursuant to this Agreement.

G.     When  issued,  the Shares of the Company's Common Stock shall be duly and
validly  issued,  fully  paid  and  non-assessable.

H.     The  Company  hereby  agrees  to  enter  into an escrow agreement with an
escrow  agent  selected  by  the  Consultant (the "Escrow Agent"), and agrees to
abide  by the terms of an escrow agreement set forth by the Escrow Agent and the
Consultant on such terms as may be acceptable to the Company and the Consultant.

I.     The  Company  also  agrees to enter into such additional agreements, sign
such  additional  documents,  and  provide  such  additional  certifications and
documentation  as  may be requested by the Escrow Agent, the Consultant, or such
other  parties related to the obtaining of capital for the Company on such terms
as  may  be  acceptable  to  the  Company  and  the  Consultant.

J.     Until  termination  of  the  engagement,  the  Company  will  notify  the
Consultant  promptly  of  the  occurrence  of  any event, which might materially
affect  the  condition  (financial  or  otherwise), or prospects of the Company.

                                       14

VII.     TERM  AND  TERMINATION
----     ----------------------

     A.     This  Agreement  shall  be  effective  upon  its execution and shall
remain  in  effect  for  one  (1)  years.

     B.     In  no event shall any termination be effective until the expiration
of  at  least  one  hundred  and  eighty  (180)  days  after the signing of this
agreement.

     C.     After  one  hundred  and eighty (180) days from the date hereof, the
Company  or  the  Consultant  shall have the right to request the terminating of
this  engagement  by furnishing  the other party with  written notice requesting
such  termination.  However,  no  termination  of this Agreement by either party
shall  be  in  full  force or affect without the express written consent of both
parties. Termination of this agreement shall not, in any way affect the right of
the  Consultant  to  receive, as a result of its services rendered, transactions
consummated and introductions made;  its fees, securities or warrants on any and
all  transactions  which  result  in  the  Company  receiving financing or other
benefits  hereunder.

IIX.     CONFIDENTIAL  DATA
----     ------------------

     A.     The  Consultant  shall  not  divulge  to others, any trade secret or
confidential  information,  knowledge,  or  data concerning or pertaining to the
business  and  affairs of the Company, obtained by the Consultant as a result of
its  engagement  hereunder,  unless  authorized,  in  writing  by  the  Company.

     B.     The  Company  shall  not  divulge  to  others,  any  trade secret or
confidential  information,  knowledge,  or  data concerning or pertaining to the
business  and  affairs of the Consultant, obtained by the Company as a result of
its  engagement  hereunder,  unless  authorized,  in writing, by the Consultant.

     C.     The  Consultant  shall  not  be  required  in the performance of its
duties  to divulge to the Company or any officer, director, agent or employee of
the  Company,  any  secret  or  confidential  information,  knowledge,  or  data
concerning  any other person, firm or entity (including, but not limited to, any
such  persons,  firm or entity which may be a competitor or potential competitor
of  the  Company)  which  the Consultant may have or be able to obtain otherwise
than  as  a  result  of  the  relationship  established  by  this  Agreement.

IX.     OTHER  MATERIAL  TERMS  AND  CONDITIONS:
---     ----------------------------------------

     A.     INDEMNITY.  The  Company  agrees  to indemnify and hold harmless the
Consultant  and  its  affiliates  against  any legal action arising from written
warranties  and  representations  provided  by the Company. Such indemnification
shall  include  payment  of judgments, if any, and costs of legal representation
and  court  costs,  if  any.

B.     ADDITIONAL  INSTRUMENTS.  Each of the parties shall from time to time, at
the  request  of others, execute, acknowledge and deliver to the other party any
and  all further instruments that may be reasonably required to give full effect
and  force  to  the  provisions  of  this  Agreement.

C.     ENTIRE  AGREEMENT.  Each  of  the  parties  hereby  covenants  that  this
Agreement  is  intended  to  and  does  contain  and  embody  herein  all of the

                                       15

understandings  and Agreements, both written or oral, of the parties hereby with
respect  to  the subject matter of this Agreement, and that there exists no oral
agreement or understanding expressed or implied liability, whereby the absolute,
final  and  unconditional character and nature of this Agreement shall be in any
way  invalidated,  empowered  or  affected.  There  are  no  representations,
warranties  or  covenants  other  than  those  set  forth  herein.

D.     LAWS  OF THE STATE OF TEXAS.    This Agreement shall be deemed to be made
in,  governed  by  and  interpreted  under  and  construed  in  all  respects in
accordance  with  the laws of the State of Texas, irrespective of the country or
place  of  domicile  or  residence  of either party. In the event of controversy
arising  out  of the interpretation, construction, performance or breach of this
Agreement, the parties hereby agree and consent to the jurisdiction and venue of
the  District  or  County Court of  Texas   County,  Texas; or the United States
District Court for the District of  Texas,  Texas, and further agree and consent
that personal service or process in any such action or proceeding outside of the
State  of   Texas   and  Texas  County  shall be tantamount to service in person
within  Texas  County,   Texas  and shall confer personal jurisdiction and venue
upon  either  of  said  Courts.

E.     ASSIGNMENTS.  The benefits of the Agreement shall inure to the respective
successors  and  assigns  of  the  parties hereto and of the indemnified parties
hereunder  and  their  successors  and  assigns  and  representatives,  and  the
obligations  and  liabilities  assumed  in  this Agreement by the parties hereto
shall be binding upon their respective successors and assigns; provided that the
rights  and  obligations of the Company under this Agreement may not be assigned
or  delegated  without the prior written consent of the Consultant, and any such
purported assignment shall be null and void.  Notwithstanding the foregoing, the
Consultant  may  not  assign  or  delegate its obligations and rights under this
Agreement  without  consent  of  the  Company, in the Company's sole discretion.

F.     ORIGINALS.  This Agreement may be executed in any number of counterparts,
each of which so executed shall be deemed an original and constitute one and the
same  agreement.  Facsimile copies with signatures shall be given the same legal
effect  as  an  original.

G.     ADDRESSES  OF  PARTIES.  Each  party  shall  at  all times keep the other
informed  of  its  principal  place  of  business  if different from that stated
herein, and shall promptly notify the other of any change, giving the address of
the  new  place  of  business  or  residence.

H.     NOTICES.  All  notices that are required to be or may be sent pursuant to
the  provision of this Agreement shall be sent by certified mail, return receipt
requested,  or  by  overnight package delivery service to each of the parties at
the  address  appearing  herein, and shall count from the date of mailing or the
validated  air  bill.

I.     MODIFICATION  AND  WAIVER.  A  modification  or  waiver  of  any  of  the
provisions  of  this  Agreement  shall  be effective only if made in writing and
executed  with the same formality as this Agreement. The failure of any party to
insist  upon strict performance of any of the provisions of this Agreement shall
not  be  construed  as a waiver of any subsequent default of the same or similar
nature  or  of  any  other  nature.

J.     INJUNCTIVE  RELIEF.  Solely  by  virtue  of their respective execution of
this  Agreement and in consideration for the mutual covenants of each other, the
Company  and  the  Consultant hereby agree, consent and acknowledge that, in the

                                       16

event  of  the failure by the Company to pay the consideration to the Consultant
or  in  the event of a breach of any other material term, the Consultant will be
without  adequate  remedy-at-law and shall therefore, be entitled to immediately
redress  any  material  breach  of  this  Agreement  by  temporary  or permanent
injunctive or mandatory relief obtained in an action or proceeding instituted in
the District or County Court of  Texas   County, State of   Texas  or the United
States  District  Court  for  the District of   Texas   without the necessity of
proving damages and without prejudice to any other remedies which the Consultant
may  have  at law or in equity.  For the purposes of this Agreement, the Company
hereby  agrees  and  consents  that upon a material breach of this Agreement (as
determined  by  a  Court of Competent Jurisdiction) as aforesaid, in addition to
any other legal and/or equitable remedies the Consultant may present a conformed
copy  of  this  Agreement  to  the aforesaid courts and shall thereby be able to
motion  the  court  obtain  a  permanent  injunction enforcing this Agreement or
barring  enjoining  or  otherwise prohibiting the Company from circumventing the
express  written  intent  of  the  parties  as  enumerated  in  this  Agreement.

K.     ATTORNEYS  FEES.  If  any arbitration, litigation, action, suit, or other
proceeding  is  instituted  to remedy, prevent or obtain relief from a breach of
this  Agreement,  in  relation  to a breach of this Agreement or pertaining to a
declaration  of  rights  under this Agreement, the prevailing party will recover
all  such parties attorneys fees incurred in each and every such action, suit or
other proceeding, including any and all appeals or petitions there from. As used
in  this Agreement, attorneys fees will be deemed to be the full and actual cost
of  any  legal  services  actually  performed  in  connection  with  the matters
involved,  including  those  related  to  any  appeal  or the enforcement of any
judgment  calculated  on  the  basis  of  the  usual  fee  charged  by attorneys
performing  such  services.

L.     PUBLIC  NOTICES.  Any  public  notice,  press  release  or  any  type  of
dissemination of information regarding the Closing of any transaction covered in
this  agreement  shall  include a statement to the effect that "Robyn M. Storer"
acted  as  a  consultant  in  the  matter  referenced.

APPROVED  AND  AGREED:

Market  Central  Net  Corp  (MKTS:OB)
5299  DTC  Boulevard,  Suite  620
Englewood,  CO  80111
Tel:  (720)  489-9041
Fax:  (303)  741-3074

/s/Paul Taylor
   Paul  Taylor                 Dated
   CEO

Robyn  M.  Storer
Houston  Palace
7  Ave  Princess  Grace
MC  98000
Monaco

/s/Robyn M. Storer
   Robyn  M.  Storer     Dated

                                       17

--------------------------------------------------------------------------------
                                    EXHIBIT 3

          CONSULTING AGREEMENT BETWEEN JOSEPH BODENSTEIN AND THE ISSUER
--------------------------------------------------------------------------------

                                       18

                              CONSULTING  AGREEMENT

          THIS  CONSULTING  AGREEMENT  (this  "Agreement")  is  between  JOSEPH
BODENSTEIN  and  or  assigns  (the "Consultant") and  MARKETCENTRAL.NET CORP., a
Texas  corporation  (the "Company").  Each of the Consultant and the Company are
also  referred  to  in  this  agreement  as  the  "Parties."

     WHEREAS,  the  Consultant  is  a  business  Consultant with contacts in the
Middle  East  and  the  west  coast  of  the  United  States;  and

     WHEREAS,  the  Company desires to utilize the services of the Consultant to
promote  and  develop  a market for the Company's Internet Software Products and
Services  ("Products  and  Services").

     NOW  THEREFORE,  in  consideration of the premises and mutual covenants set
forth  in  this  Agreement.  the  Parties  hereby  agrees  as  follows:

     1.     Scope  of  Services.  The  Company  hereby retains the Consultant to
promote  and  develop  a  market  for  the Company's Products and Services.  The
Consultant  agrees  to use his best efforts during the term of this Agreement to
market and promote the Products and Services. Specifically, Consultant shall use
his  best  efforts  to (i) introduce the Company to new and potential customers,
(ii)  promote the sales of the Company's Products and Services on the west coast
of  the United States, and (iii) introduce the Company to potential distributors
of  the  Company's Products and Services in Israel and other parts of the Middle
East.  Consultant  represents and warrants to the Company that he is experienced
in  providing  the  types  of  services  set  forth  in  this  Section  1.

     2.     Term.  This  Agreement  shall  become  effective  as of the data set
forth  on  the signature page of this Agreement, and shall continue for a period
of  one  (1)  year  (this  "Term").
Notwithstanding  the  foregoing, the Company or the Consultant shall be entitled
to  terminate  this  Agreement  for  "cause" upon 30 days' written notice, which
written  notice  shall be effective upon mailing by first class mail accompanied
by  facsimile transmission to the Consultant at the address and telephone number
last  provided  by  the  Consultant of the Company.  "Cause" shall be determined
solely  as the violation of any rule or regulation of any regulatory agency, and
other  neglect,  act  or  omission  detrimental to the conduct of Company or the
Consultant's  business,  material  breech  of this Agreement or any unauthorized
disclosure  of  any  of  the secrets or confidential information of Company, and
dishonesty  related  to  independent  contractor  status.

     3.     Compensation;  Grant  of  Stock  Options.  In  consideration for the
services to be provided by the Consultant to the Company under the terms of this
Agreement,  the  Company agrees to grant to the Consultant upon the execution of
this Agreement a non-qualified stock option (the "Option") in purchase up to the
number  of  shares  (the  "Shares")  of  the Company's common stock (the "Common
Stock") as set forth below which shall fully  vest immediately upon execution of
this  Agreement,  at  an  exercise  price  as  set  forth  below:
     Number  of  Shares:  7,500,000  shares

                                       19

     Exercise  Price  or  percentage  per  Share  (in US$):  50% of Market Price

In no event shall the number of Option Shares exceed 7,500,000 Shares. The terms
of  the  Option  shall otherwise be set forth in a Non-Qualified Stock Agreement
between  the  Company  and the Consultant, substantially in the form attached as
Exhibit  A  to  this  Agreement.  The  Company agrees to register the Shares for
resale  under the Securities Act of 1933, as amended, pursuant to a registration
statement  filed with the Securities and Exchange Commission on Form S-8 (or, if
Form  S-8  is not then available, such other form of registration statement then
available),  pursuant  to  the  terms  of  such  registration  set  forth in the
Non-Qualified  Stock  Option  Agreement.  For  the  purposes  of  this Agreement
"Market  Price"  shall  mean  50% of the lowest closing bid price  of the Common
Stock  of  the  Company  as reported on the OTC Electronic Bulletin Board or any
exchange  on which the Company's shares are traded ("OTCBB") (i) for any trading
day  on  which  a  Notice  of Exercise is received by the Company, provided such
Notice  of  Exercise  is  delivered by fax to the Company between the hours of 4
P.M.  Eastern  Standard  or Daylight Savings Time and 7 P.M. Eastern Standard or
Daylight  Savings  Time,  or  (ii)  for  any  of the lowest of the 3 consecutive
trading  days  immediately  preceding the date of receipt by the Company of each
Notice  of  Exercise.

     4.     Confidentiality.  The  Consultant  covenants  that  all  information
concerning the Company, including proprietary information, which it obtains as a
result  of  service  rendered pursuant to this Agreement shall keep confidential
and  shall  not  be  used by the Consultant except for the direct benefit of the
Company nor shall the confidential information be disclosed by the Consultant to
any  third  party  without the prior written approval of the Company,  provided,
however, that the Consultant shall not be obligated to treat as confidential, or
return  to  the  Company  copies  of  any  confidential information that (i) was
publicly  known  at  the time of disclosure to Consultant, (ii) becomes publicly
known  or  available  thereafter  other  than  by any names in violation of this
Agreement  or  any other duty owed to the Company by the Consultant, or (iii) is
lawfully  disclosed  to  the  Consultant  by  a  third  party.

     5.     Independent  Contractor.  The  Consultant  and  the  Company  hereby
acknowledge  that  the  Consultant is an independent contractor.  The Consultant
agrees  not  to  hold  himself  out  as, nor shall he take any action from which
others  might reasonably infer that the Consultant is a partner or agent, of, or
a  joint  venturer  with the Company.  in addition, the Consultant shall take no
action which, to the knowledge of the Consultant, binds, or purpose to bind, the
Company  to  any  contract  of  agreement.

     6.     Miscellaneous.

          (a)     Entire  Agreement.  This  Agreement  contains  the  entire
agreement  between  the  Parties,  and  may  not be waived, amended, modified or
supplemented  except  by  agreement in writing signed by the Party  against whom
enforcement  of  any  waiver  amendment,  modification  or supplement is sought.
Waiver  of  or  failure to exercise any rights provided by this Agreement in any
respect  shall  not  be  deemed  a  waiver  of  any  further  or  future rights.

     (b)     Governing  Law.     This  Agreement  shall  be  construed under the
internal laws of the State of Virginia, and the Parties agree that the exclusive

                                       20

jurisdiction for any litigation or arbitration arising from this Agreement shall
be  in  Los  Angeles,  California.

     (c)     Successors  and  Assigns.  This Agreement shall be binding upon the
Parties,  their  successors  and assigns, provided, however, that the Consultant
shall  not  permit  any  person  any  other  person  or  entity  to assume these
obligations  hereunder  without  the prior written approval of the Company which
approval  shall not be unreasonable withheld and written notice of the Company's
position  shall be given within ten (10) days after approval has been requested.

     (d)     Indemnification.  The  Company  shall  indemnify the Consultant for
all  losses  or  damages  sustained  (including  reasonable  attorney  fees  and
disbursements)  as  incurred  by  the  Consultant  arising  from  the Consultant
performing  services  under  this  Agreement.

     (e)     Counterparts.   This  Agreement  may  be  executed  in  two or more
counterparts,  each  of  which shall be deemed an original, but which when taken
together  shall  constitute  one  agreement.

     (f)     Severability.   If  one  or  more  provisions of this Agreement are
held  to  be  unenforceable  under  applicable  law,  such provision(s) shall be
excluded  from  this  Agreement  and  the  balance  of  this  Agreement shall be
interpreted  as  if  such  provision  were  excluded and shall be enforceable in
accordance  with  its  terms.

     (g)     Consultant's  Representations  and  Warranties:

          (A)     The Consultant shall not promote nor maintain a market for the
Company's securities  to  the  general public or in connection with, or related
to capital raising  transactions,  and  no  part  of  the  compensation paid by
the Company hereunder  shall  in  connection  with  such  activities.

          (B)     Any  compensation  received by the Consultant pursuant to this
Agreement, will not be used in connection with the distribution of the Company's
Securities to  the  general  public  and  the  Consultant will not act as a
conduit for the distribution  of  the  Company's  securities.

          (C)     Consultant  is  a  natural  person  who has contracted in this
Agreement  directly with  the  Company.

          (D)     Consultant  shall  not  render any services in connection with
any  potential restructuring  of  the  capital  of  the  Company.

          (E)     Consultant  will  not  sell  nor resell nor remit any proceeds
from  the  sale  of Shares  obtained  as  compensation  herein,  back  to  the
Company or apply the proceeds  to  debts  of  the  Company.

                                       21

IN WITNESS WHEREOF, the Parties hereto have executed or caused this Agreement to
be  executed  as  of  the  date  set  forth  below.

Date:                                CONSULTANT:

                                   JOSEPH  BODENSTEIN
                                   Address  for  Notices:

                                   529  North  Formosa  Avenue
                                   Los  Angeles,  California  90036
                                   Fax:  (323)  934-3982

                                   COMPANY:

                                   MARKETCENTRAL.NET  CORP.

                                   By: /s/Paul Taylor
                                          Paul  Taylor
                                          Chief  Executive  Officer

                                   Address  for  Notices:

                                   6401  South  Boston  Street-  Q205
                                   Englewood,  Colorado  80111
                                   Fax:  720-489-9485

                                       22

                                    EXHIBIT A

                                     FORM OF
                      NON-QUALIFIED STOCK OPTION AGREEMENT

     THIS  NON-QUALIFIED  STOCK  OPTION  AGREEMENT (this "Agreement") is between
JOSEPH  BODENSTEIN (the "Grantee") and MARKETCENTRAL.NET CORP.  (the "Company").
Each  of  the  Grantee and the Company are also referred to in this agreement as
the  "Parties."

     WHEREAS,  the Board of Directors of the Company  (the "Board of Directors")
has  authorized  the  grant  to  the Grantee, for services to be rendered by the
Grantees  as  a  consultant to the Company pursuant to the terms of a Consulting
Agreement  (the  "Consulting Agreement") between the Company and the Grantee, of
non-qualified  stock options (the "Options") to purchase the number of shares of
the Company's common stock (the "Common Stock") specified in paragraph 1 of this
Agreement  at  the  price  specified  in  paragraph  1  of  this  Agreement.

     NOW  THEREFORE,  in  consideration of the premises and mutual covenants set
forth  in  this  Agreement,  the  Parties  hereby  agree  as  follows:

     1.     Number  of  Shares: Exercise Price.  Pursuant to action taken by the
Board  of  Directors, the Company hereby grants to the Grantee, in consideration
of  consulting  services to be performed for the benefit of the Company pursuant
to  the  Consulting  Agreement,  Options to purchase the number of common shares
("Option  Shares")  of  Common  Stock set forth below, at the exercise price set
forth  below  ("Exercise  Price");

     Number  of  Shares:  7,500,000  shares.  In  no  event  shall the number of
Option  Shares  exceed  7,500,000  Shares.

     Exercise  Prices  or  Percentage  per Share (in US$):  50% of Market Price.
"Market  Price"  shall  mean  50% of the lowest closing bid price  of the Common
Stock  of  the  Company  as reported on the OTC Electronic Bulletin Board or any
exchange  on which the Company's shares are traded ("OTCBB") (i) for any trading
day  on  which  a  Notice  of Exercise is received by the Company, provided such
Notice  of  Exercise  is  delivered by fax to the Company between the hours of 4
P.M.  Eastern  Standard  or Daylight Savings Time and 7 P.M. Eastern Standard or
Daylight  Savings  Time,  or  (ii)  for  any  of the lowest of the 3 consecutive
trading  days  immediately  preceding the date of receipt by the Company of each
Notice  of  Exercise.

     2.     Term.  The Options and this Agreement shall expire one (1) year from
the  date  of  this  Agreement.

     3.     Shares  Subject  to  Exercise.  The  Options  shall  be  immediately
exercisable  and  shall  remain  exercisable  for  the  entire Term specified in
Paragraph  2  of  this  Agreement.

     4.     Escrow  Agent,  Method,  Manner  and  Time  of  Exercise.

                                       23

          (a)     The  Grantee and the Company hereby appoint Edward H. Burnbam,
Esq., as  escrow  agent  (the  "Escrow  Agent"),  in connection with this Stock
Option Agreement.

          (b)   The  Options  may  be exercised by the Grantee by giving written
notice  of  the exercise  of the Options ("Notice of Exercise") to  the  Company
and to the Escrow Agent,  as  defined  below,  in the  form  annexed  hereto  as
Exhibit A stating the number of Option Shares with respect to which  the  Option
is then being exercised and  setting forth the  exercise  price.  Simultaneously
with giving the Notice of Exercise, the  Grantee  shall  wire  transfer  to  the
Escrow Agent the Exercise Price for  the  shares  being purchased as  set  forth
in the Notice.  Not less than two hundred  thousand  (200,000) Option Shares may
be purchased upon exercise of the Options at any one time unless the  number  of
Option Shares for which exercise  of  the  Options  is  being  made  is  all  of
the Option Shares then issuable upon exercise of the Options.  Only whole shares
shall be issued upon exercise of the Options.

          (c)     Within  3  days  from  receipt  of  a  Notice of Exercise, the
Company  shall deliver or cause to be delivered to the Escrow Agent certificates
representing  the  number  of shares set forth in the Notice of Exercise without
restrictive  legend  of  any  nature  whatsoever.

          (d)     Upon  the receipt of (i) a Notice of Exercise from the Grantee
stipulating  the  number  of  Option  Shares  it  is  purchasing,  (ii) a  wire
transfer for the Exercise  Price  of  the  Option Shares set forth in the Notice
of Exercise, and (iii) the Option Shares from  the  Company,  the  Escrow  Agent
shall (x) deliver the Option  Shares  being  purchased to the Grantee,  and  (y)
send the Exercise Price received  from  the  Grantee  to  the  Company  by  wire
transfer, less the fees of the  Escrow  Agent  as  provided  below.  The  Escrow
Agent  shall  have irrevocable authority  to  transfer  the Option Shares to the
Grantee upon the  receipt  of  a  Notice  of  Exercise,  provided  Escrow  Agent
receives  the  accompanying  Exercise  Price  for  the  Option  Shares.  In  the
event  the Exercise Price is not wire transferred  to  the  Escrow  Agent within
3  days of receipt of the Notice of Exercise,  the  Escrow  Agent  shall  return
any Option Shares received from the Company  upon  such  Notice of  Exercise  to
the Company.  In the event the Option shares  are  not  received  by  the Escrow
Agent within 3 days of receipt of the  Notice  of  Exercise,  the  Escrow  Agent
shall wire transfer to the  Grantee  the  Exercise  Price  ("Voided  Exercise").
In  the  event of a Voided Exercise, the  Notice  of  Exercise  upon  which  the
Grantee and the Company have acted shall be null  and  void  and of  no  further
effect.  A Voided Exercise  shall  not  preclude  any  future  exercise  of  the
Options  at  the  election  of  the  Grantee.

          (e)     The  Escrow  Agent's  obligation  under  this  Agreement shall
terminate  simultaneously  upon the expiration of the Options or the exercise in
full  of  the  Options granted under this Agreement and upon such expiration the
Escrow  Agent shall have no further obligations whatsoever under this Agreement.
The  Escrow  Agent is acting under this Agreement as a stakeholder only. No term
or  provision of this Escrow Agreement is intended to create, nor shall any such
term  or  provision be deemed to have created, any joint venture, partnership or
attorney  client relationship between or among the Escrow Agent, the Sellers and
the Purchaser.   The Escrow Agent's only duties are those expressly set forth in
this  Agreement,  and each of the Seller and the Purchaser authorizes the Escrow
Agent  to perform those duties in accordance with its usual practices in holding
property of its own or those of other escrows.  The Escrow Agent may exercise or

                                       24

otherwise  enforce any of its rights, powers, privileges, remedies and interests
under this  Agreement and applicable law or perform any of its duties under this
Agreement by or through its partners, employees, attorneys, agents or designees,
and  such  partners,  employees,  attorneys  and  agents,  shall  not  incur any
liability  whatsoever  for the disposition of the Option Shares or the taking of
any  other action in accordance with the terms and provisions of this Agreement,
for  any mistake or error in judgment, for compliance with any applicable law or
any  attachment,  order  or  other  directive  of  any  court or other authority
(irrespective  of  any  conflicting term or provision of this Agreement), or for
any  act  or  omission  of  any  other  person selected with reasonable care and
engaged  by  the  Escrow Agent in connection with this Agreement (other than for
such Escrow Agent's or such person's own acts or omissions breaching a duty owed
to  the  claimant  under  this  Agreement  and  amounting to gross negligence or
willful  misconduct  as  finally  determined  pursuant  to  applicable  law by a
governmental  authority  having  jurisdiction);  and each of the Grantee and the
Company  hereby  waive  any  and  all  claims and actions whatsoever against the
Escrow  Agent  and  its  designees,  and  their  respective partners, employees,
attorneys  and  agents,  arising out of or related directly or indirectly to any
and  all  of  the foregoing acts, omissions and circumstances.  Furthermore, the
Escrow  Agent  and  its  designees,  and  their  respective partners, employees,
attorneys  and  agents, shall not incur any liability (other than for a person's
own acts or omissions breaching a duty owed to the claimant under this Agreement
and  amounting  to  gross negligence or willful misconduct as finally determined
pursuant  to applicable law by a governmental authority having jurisdiction) for
other  acts  and  omissions  arising out of or related directly or indirectly to
this  Agreement  or  the  Shares; and each of the Grantee and the Company hereby
expressly waive any and all claims and actions (other than the Escrow Agent's or
such  person's  own  acts or omissions breaching a duty owed to the claimant and
amounting  to  gross  negligence  or  willful  misconduct  as finally determined
pursuant  to  applicable  law  by  a governmental authority having jurisdiction)
against  the  Escrow  Agent  and  its  designees, and their respective partners,
employees,  attorneys  and  agents,  arising  out  of  or  related  directly  or
indirectly  to  any  and all of the foregoing acts, omissions and circumstances.

          (f)     The  Escrow  Agent  and  its  designees,  and their respective
partners, employees, attorneys and agents,  shall  be  indemnified,  reimbursed,
held harmless and,  at  the  request  of  the  Escrow  Agent, defended,  by  the
Grantee and  the  Company  from  and  against any and  all claims,  liabilities,
losses and expenses (including, without limitation, the reasonable disbursements
expenses and fees of  their  respective  attorneys)  that  may be imposed  upon,
incurred by, or  asserted  against  any of  them,  arising  out  of  or  related
directly or indirectly to  this Escrow Agreement or the  Option  Shares,  except
such as are occasioned by  the  indemnified  person's  own  acts  and  omissions
breaching a duty owed  to  the  claimant  under  this  Agreement  and  amounting
to willful misconduct or gross negligence  as  finally  determined  pursuant  to
applicable law by a governmental authority  having  jurisdiction.

     5.     Tax  Withholding.  As a condition to exercise of the options Grantee
shall  be  liable to  pay  to  all  applicable  federal,  state and local taxes.

     6.     Exercise Following Termination of Consulting Agreement.  The Options
shall  not terminate  as  a result of the termination of Grantee's  services  as
a consultant to  the  Company  pursuant  to  the  Consulting  Agreement.

     7.     Transferability.  The Options and this Agreement may not be assigned
or  transferred  except by will or by laws of descent and distribution, and with
consent  of  the  Company.

                                       25

     8.     Grantee  Not  a  Shareholder.  The Grantee shall have no rights as a
shareholder  with  respect  to  the  Option Shares issued from time to time upon
exercise  of  the  Options until the earlier of: (1) the date of issuance of the
stock certificates or stock certificates to the Grantee applicable to the Option
Shares  then  issuable  to the Grantee upon exercise of the Options, and (2) the
date  on  which  the  Grantee or his nominee is recorded as owner of such Option
Shares  on  the  Company's  stock ledger by the Company's registrar and transfer
agent,  which  may  be the Company.  Except as set forth in paragraph 13 of this
Agreement,  no  adjustment  will be made for dividends or other rights for which
the  record  date is prior to the earlier of the events described in clauses (1)
and  (2)  of  this  paragraph.

     9.     Shares  Qualified  for  Listing.  Company represents that its Common
Stock  is  qualified  for  trading  or  quotation  on  a  nationally  recognized
securities  exchange or stock quotation system, including, without the OTCBB and
other  applicable  jurisdictions.

     10.     Registration  Rights.  Upon  signing  this  Agreement,  the Company
shall  immediately,  at the Company's expense, use its best efforts to file with
the  Securities  and  Exchange  Commission  ("SEC"),  a  registration  statement
("Registration  Statement")  on  Form  S-8  or other comparable form, or if such
forms  is  nor  then  available,  such other form of registration statement then
available,  in such form as to comply with applicable federal and state laws for
the  purpose of registering or qualifying the Option Shares for public resale by
the  Grantee,  and  prepare  and  file  with  the  appropriate  same  securities
regulatory authorities the documents reasonably necessary to register or qualify
the  Option Shares, subject to the ability of the Company to register or qualify
the  Option  Shares  under  applicable  state  law.

     11.     Notices.  All  notices  to  the  Company  shall be addressed to the
Company  at  the  principal  office of the Company at the address  and facsimile
number set forth on the signature page of this Agreement, and all notices to the
Grantee shall be addressed to the Grantee at the address and facsimile number of
the  Grantee set forth on the signature page of this Agreement or, if different,
the  last  address and facsimile number on the file with the Company, or to such
other  address  and  facsimile  number  as  either may designate to the other in
writing,  A  notice  shall  be deemed to be duly given if and when enclosed in a
properly  addressed  sealed  envelope deposited, postage prepaid and followed by
facsimile  to  the  addressee.  In  lieu  of giving notice by mail as aforesaid,
written  notices  under  this Agreement may be given by personal delivery to the
Grantee  or to the Company (as the case may be) by nationally recognized courier
or  overnight  delivery  service.

     12.     Adjustments.  If  there  is any change in the capitalization of the
Company  after  the date of this Agreement affecting in any manner the number of
kind  of  outstanding  shares  of  Common Stock of the Company, whether by stock
dividend,  stock  split,  reclassification or recapitalization of such stock, or
because  the  Company  has  merged  or  consolidated  with  one  or  more  other
corporations, then the number and kind of shares then subject to the Options and
the  exercise  price  to  be  paid  for the Option Shares shall be appropriately
adjusted by the Board of Directors; provided however, that in no event shall any
such  adjustment  result  in  the  Company  being  required to sell or issue any
fractional  shares.  Any  such  adjustment  shall  be made without change in the
aggregate  exercise price applicable to the unexercised portion of that Options,

                                       26

but with an appropriate adjustment to the exercise price of each Option Share or
other  unit  of  security  then  covered  by  the  Options  and  this Agreement.

     13.     Cessation  of  Corporate  Existence.  Notwithstanding  any  other
provision  of  this  Agreement,  in  the  event of the reorganization, merger or
consolidation  of the Company with one or more corporations as a result of which
the  Company is not the surviving corporation, or the sale of substantially  all
the  assets  of  the  Company  or  of  more than fifty percent (50%) of the then
outstanding  stock  of  the  Company to another corporation or other entity in a
single  transaction,  the  Option  grated  hereunder  shall  terminate, provided
however,  that  not  later  than five (5) days before the effective date of such
merger  or  consolidation  or  sale  of  assets  in which the Company is not the
surviving  corporation,  the  surviving  corporation  may,  but  shall not be so
obligated  to, tender to the Grantee an Option to purchase a number of shares of
capital  stock of the surviving corporation equal to the number of Option Shares
then  issuable  upon exercise of the Options, and such new options for shares of
the surviving corporation shall contain such terms, conditions and provisions as
shall  be  required  substantially  to  preserve  the rights and benefits of the
Options  and  this  Agreement.

     14.     Miscellaneous.

     (a)     Entire  Agreement.  This  Agreement  and  the  Consulting Agreement
contain the  entire  agreement  between  the  Parties,  and  may not  be waived,
amended, modified  or  supplemented  except     by  agreement  in  writing
signed by  the  Parties  against  whom  enforcement  of  any  waiver  amendment,
modification or supplement  is  sought.  Waiver of or failure  to  exercise  any
rights provided by this  Agreement  in  any  respect shall not be deemed a
waiver of any further or future  rights.

     (b)     Governing  Law.     This  Agreement  shall  be  construed under the
internal laws of the State of Virginia, and the Parties agree that the exclusive
jurisdiction for any litigation or arbitration arising from this Agreement shall
be  in  Los  Angeles,  California.

     (c)     Successors  and  Assigns.  This Agreement shall be binding upon the
Parties,  their  successors  and assigns, provided, however, that the Consultant
shall  not  permit  any  person  any  other  person  or  entity  to assume these
obligations  hereunder  without  the prior written approval of the Company which
approval  shall not be unreasonable withheld and written notice of the Company's
position  shall be given within ten (10) days after approval has been requested.

     (d)     Indemnification.  The  Company  shall  indemnify the Consultant for
all  losses  or  damages  sustained  (including  reasonable  attorney  fees  and
disbursements)  as  incurred  by  the  Consultant  arising  from  the Consultant
performing  services  under  this  Agreement.

     (e)     Counterparts.   This  Agreement  may  be  executed  in  two or more
counterparts,  each  of  which shall be deemed an original, but which when taken
together  shall  constitute  one  agreement.

     (f)     Severability.   If  one  or  more  provisions of this Agreement are
held  to  be  unenforceable  under  applicable  law,  such provision(s) shall be

                                       27

excluded  from  this  Agreement  and  the  balance  of  this  Agreement shall be
interpreted  as  if  such  provision  were  excluded and shall be enforceable in
accordance  with  its  terms.

     (g)     Fees  of  Escrow  Agent: The fees of the Escrow Agent in connection
with  this Agreement  shall  be  $7,500  ("Fees") of which the Company shall pay
$3,750 and Grantee  shall pay $3,750.  The Fees shall be paid  as  follows:  (i)
by deducting from  the first two Option Shares purchases the sum of $1,875  from
the proceeds received  from  the  Grantee  to  be  paid to the Company and  (ii)
the amount of $3,750,  to  be  paid by Grantee directly to  Escrow  Agent  upon
each of the first two  Option  Shares  disbursements  to  the  Company.

     IN  WITNESS  WHEREOF,  the  Parties  hereto  have  executed  or caused this
Agreement  to  be  executed  as  of  the  date  set  forth  below.

Date:

CONSULTANT:

JOSEPH  BODENSTEIN

Address  for  Notices:

529  North  Formosa  Avenue
Los  Angeles,  California  90036
Fax:  (323)  934-3982

COMPANY:

MARKETCENTRAL.NET  CORP.

By:/s/Paul Taylor
      Paul  Taylor
      Chief  Executive  Officer

Address  for  Notices:

6401  South  Boston  Street-  Q205
Englewood,  Colorado  80111
Fax:720-489-9485

                                       28

                                    EXHIBIT A

                          NOTICE OF EXERCISE OF OPTION

     (To  be  Executed  by  the  Holder  in  order  to  Exercise  Options)

          The  undersigned  hereby  irrevocably  elects  to  exercise __________
options to purchase Shares of Common Stock of  Marketcentral.net Corp. according
to  the  conditions  set forth in a certain Non-Qualified Stock Option Agreement
dated  August  17,  2001,  as  of  the  date  written  below.

          If  Shares  are  to  be  issued in the name of a person other than the
undersigned,  the  undersigned will pay all transfer and other taxes and charges
payable  with  respect  thereto.

Date  of  Exercise__________________________

Applicable  Price  per  Share:  $
                                -
Number  of  Options  Exercised  (minimum  200,000):
Gross  Purchase  Price  (number  of  shares  purchased  x  Price  per  Share):
Signature__________________________________________________________
               [Print  Name  of  Holder  and  Title  of  Signer]
Address:___________________________________________________________

        ___________________________________________________________

SSN  or  EIN:
Shares  are  to  be  registered  in  the  following  name:

Name:
Address:
Tel:

Fax:

SSN  or  EIN:

Shares  are  to  be  sent  or  delivered  to  the  following  account:

Account  Name:
Address:

                                       29

--------------------------------------------------------------------------------
                                    EXHIBIT 4

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                       30

                                 LAW OFFICES OF
                                William Stocker

                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624

                    phone (949) 487-72950 fax (949) 487-7285

                                August 31, 2001
To  the  President  and  the
Board  of  Directors
MarketCentral.net  Corp.
6401  South  Boston  Street
Englewood  CO  80111     re:  Opinion  of  Special  Counsel

     Dear  Gentlemen:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on Form S-8 to compensate consultants in the amount of $118,750.00
in  the  form  of  9,500,000  shares  of  common stock to be registered thereby.

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's  Common Stock is Registered pursuant to Section 12(g) of the Securities
Exchange  Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The  three Consulting Agreements are not qualified plans of any kind or sort and
are  not  qualified for any special tax treatment under State or Federal Law. If
and  when  issued, the securities would be and must be treated as the equivalent
of  cash  paid  and  received back as the purchase of securities. The Securities
would  be  issued  in compensation for services at the rate of $0.0125 per share
for $0.0125 of services performed. These services were duly invoiced pursuant to
an  agreed  time-fee  agreement,  and  none  of the services billed or performed
pursuant  to the three Consulting Agreements were direct or indirect commissions
or  compensation  for  raising  funds  for  the  Issuer.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.

     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.

                                Very Truly Yours,

                              /s/William Stocker
                                 William Stocker
                           special securities counsel

                                       31