--------------------------------------------------------------------------------
                                   Paul Taylor
                                    PRESIDENT
                             MarketCentral.net, Corp
                            6401 South Boston Street
                         Villa Q201 Englewood CO, 80111
            (Name and Address of Person Authorized to Receive Notices
          and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
                                 WITH A COPY TO:
                             KARL E. RODRIGUEZ, ESQ
                              24843 Del Prado, #318
                              Dana Point, CA 92629
                                 (949) 248-9561
                               fax (949) 248-1688
--------------------------------------------------------------------------------



                       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)

                                    formerly

                     ALL AMERICAN CONSULTANT AIRCRAFT, INC.

                          GREAT AMERICAN LEASING, INC.

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

5299  DTC  Blvd.,  Suite  620,  Englewood  CO                              80111
(Address  of  principal  executive  offices)                         (Zip  Code)


                            CONSULTING AGREEMENTS (2)
                              (Full Title of Plan)

                                 William Stocker
                                 Attorney at Law
                     34700 Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                    phone (949) 248-9561  fax (949) 248-1688

                               (Agent for Service)

                                   May 7, 2001

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title  of  Securities  | Amount to be|Proposed      |Proposed      |           |
To be registered       | Registered  |Maximum       |Maximum       |Amount of  |
                       |             |Offering Price|Aggregate     |Registration
                       |             |Per Unit      |Offering Price| Fee       |
--------------------------------------------------------------------------------
$0.0001  par  value    | 850,000     |$0.055        |    $46,750   |     $12.34|
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, May 4, 2001, average close,
discounted by 30%.

                                        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 '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

                                        2


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
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 are three Engagement Agreements 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 $0.055 per
share  per  $0.055  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  May  7,  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 PETER J. FRUGONE AND ISSUER
--------------------------------------------------------------------------------

                                        4


                  Independent Contractor / Consulting Agreement

THIS  AGREEMENT  made  and  entered  into  this  Wednesday, May 02, 2001, by and
between Market Central.Net Inc. (MKTS-OTC/BB) (Client), with its principal place
of  business at 5299 DTC Blvd Suite 620 Englewood, Colorado, 80111, and Peter J.
Frugone  (the Consultant).

                                    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 general business consulting,
including strategic business planning, operations, mergers and acquisitions, and
related  transactions.

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
advisor  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  March 6, 2001 and will continue in
effect  for a period of twelve (12) 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 following services to the Company
from  time  to  time.

Duties of Consultant. Consultant agrees to provide strategic planning to Client.
The  Consultant  will  provide such consulting services and advice pertaining to
the  Company  s business affairs as the Company may from time to time reasonably
request.  Without  limiting  the  generality  of  the foregoing, Consultant will
assist  the  Company  in  developing,  studying  and  evaluating,  merger  and
acquisitions  proposals, prepare reports, assist with Internet websites, feature
stories,  analytical  reports  and studies thereon when advisable, and assist in
negotiations  and  discussion  pertaining  thereof  in  North  America and Asia.
Consultant  will  distribute  a  company-approved profile of Market Central. Net
Corp.  to  a  proprietary database of investors, which the Consultant has at its
disposal.

This Agreement is not a contract for listing services or services related to, or
composed  of  Market  Making  services,  however, nothing in this Agreement will
prohibit  the  Consultant  from  discussions  on  behalf  of  the  Company  with
corporations  that  are  involved  with  listing or making a market in corporate
securities in the OTC Markets, which markets might includes the NASDAQ Small-Cap
Market or the NASD Electronic Bulletin Board. The Consultant will be entitled to
additional  compensation  under  such  terms  as maybe agreed to by the parties.

Independent  Contractor  Status. It is the express intention of the parties that
Consultant  be  an  independent  contractor  and  not  an employee, agent, joint
venture  or  partner  of  Client.  Client  shall  have no right to and shall not
control  the  manner  or  prescribe  the method by which Consultant performs the

                                        5


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 400,000 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.

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

                                        6


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  Commonwealth  of  the  Bahamas.
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.
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 Florida, 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 Florida. 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.

                                        7


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  PETER  J.  FRUGONE


/s/Peter  J.  Frugone
   Peter  J.  Frugone

                                        8


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

            CONSULTING AGREEMENT BETWEEN ESPER GULLATT JR. AND ISSUER
--------------------------------------------------------------------------------

                                        9


                  Independent Contractor / Consulting Agreement

THIS AGREEMENT made and entered into this Wednesday, May 2, 2001, by and between
Market  Central  .  Net Inc. (MKTS-OTC/BB) (Client), with its principal place of
business  at  5299  DTC  Blvd  Suite  620 Englewood, Colorado, 80111, and  Esper
Gullatt  Jr.  (  the  Consultant  ).

                                    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 general business consulting,
including strategic business planning, operations, mergers and acquisitions, and
related  transactions.

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
advisor  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  March 6, 2001 and will continue in
effect  for a period of twelve (12) 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 following services to the Company
from  time  to  time.
Duties of Consultant. Consultant agrees to provide strategic planning to Client.
The  Consultant  will  provide such consulting services and advice pertaining to
the  Company  s business affairs as the Company may from time to time reasonably
request.  Without  limiting  the  generality  of  the foregoing, Consultant will
assist  the  Company  in  developing,  studying  and  evaluating,  merger  and
acquisitions  proposals, prepare reports, assist with Internet websites, feature
stories,  analytical  reports  and studies thereon when advisable, and assist in
negotiations  and  discussion  pertaining  thereof  in  North  America and Asia.
Consultant  will  distribute  a  company-approved profile of Market Central. Net
Corp.  to  a  proprietary database of investors, which the Consultant has at its
disposal.
This Agreement is not a contract for listing services or services related to, or
composed  of  Market  Making  services,  however, nothing in this Agreement will
prohibit  the  Consultant  from  discussions  on  behalf  of  the  Company  with
corporations  that  are  involved  with  listing or making a market in corporate
securities in the OTC Markets, which markets might includes the NASDAQ Small-Cap
Market or the NASD Electronic Bulletin Board. The Consultant will be entitled to
additional  compensation  under  such  terms  as maybe agreed to by the parties.
Independent  Contractor  Status. It is the express intention of the parties that
Consultant  be  an  independent  contractor  and  not  an employee, agent, joint
venture  or  partner  of  Client.  Client  shall  have no right to and shall not
control  the  manner  or  prescribe  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

                                       10


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 450,000 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.

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

                                       11


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  Commonwealth  of  the  Bahamas.
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.
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 Florida, 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 Florida. 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

                                       12


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  Esper  Gullatt  Jr.


/s/Esper  Gullatt  Jr.
Esper  Gullatt  Jr.

                                       13


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

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

                                       14


                                 LAW OFFICES OF
                                 William Stocker
phone  (949)  248-9561     34700  Pacific Coast Highway, Suite 303     fax (949)
248-1688
                            Capistrano Beach CA 92624
                                   May 4, 2001
To  the  President  and  the
Board  of  Directors
MarketCentral.net  Corp.
300  Mercer  Street  Suite  26J
New  York  NY  10003     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 $46,750 in
the  form  of  850,000  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 Engagement 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 $0.055 per share for
$0.055  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  Engagement  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

                                       15
[{"type": "S-8", "sequence": "1", "filename": "r01s801.txt", "description": "MARKET CENTRAL.NET CORP S-8 FILING", "secsgml_size_bytes": 37195}]
{"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": "333-60322", "film-number": "1623929"}, "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"}}
--------------------------------------------------------------------------------
                                   Paul Taylor
                                    PRESIDENT
                             MarketCentral.net, Corp
                            6401 South Boston Street
                         Villa Q201 Englewood CO, 80111
            (Name and Address of Person Authorized to Receive Notices
          and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
                                 WITH A COPY TO:
                             KARL E. RODRIGUEZ, ESQ
                              24843 Del Prado, #318
                              Dana Point, CA 92629
                                 (949) 248-9561
                               fax (949) 248-1688
--------------------------------------------------------------------------------

                       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)

                                    formerly

                     ALL AMERICAN CONSULTANT AIRCRAFT, INC.

                          GREAT AMERICAN LEASING, INC.

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

5299  DTC  Blvd.,  Suite  620,  Englewood  CO                              80111
(Address  of  principal  executive  offices)                         (Zip  Code)

                            CONSULTING AGREEMENTS (2)
                              (Full Title of Plan)

                                 William Stocker
                                 Attorney at Law
                     34700 Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                    phone (949) 248-9561  fax (949) 248-1688

                               (Agent for Service)

                                   May 7, 2001

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title  of  Securities  | Amount to be|Proposed      |Proposed      |           |
To be registered       | Registered  |Maximum       |Maximum       |Amount of  |
                       |             |Offering Price|Aggregate     |Registration
                       |             |Per Unit      |Offering Price| Fee       |
--------------------------------------------------------------------------------
$0.0001  par  value    | 850,000     |$0.055        |    $46,750   |     $12.34|
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, May 4, 2001, average close,
discounted by 30%.

                                        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 '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

                                        2

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
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 are three Engagement Agreements 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 $0.055 per
share  per  $0.055  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  May  7,  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 PETER J. FRUGONE AND ISSUER
--------------------------------------------------------------------------------

                                        4

                  Independent Contractor / Consulting Agreement

THIS  AGREEMENT  made  and  entered  into  this  Wednesday, May 02, 2001, by and
between Market Central.Net Inc. (MKTS-OTC/BB) (Client), with its principal place
of  business at 5299 DTC Blvd Suite 620 Englewood, Colorado, 80111, and Peter J.
Frugone  (the Consultant).

                                    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 general business consulting,
including strategic business planning, operations, mergers and acquisitions, and
related  transactions.

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
advisor  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  March 6, 2001 and will continue in
effect  for a period of twelve (12) 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 following services to the Company
from  time  to  time.

Duties of Consultant. Consultant agrees to provide strategic planning to Client.
The  Consultant  will  provide such consulting services and advice pertaining to
the  Company  s business affairs as the Company may from time to time reasonably
request.  Without  limiting  the  generality  of  the foregoing, Consultant will
assist  the  Company  in  developing,  studying  and  evaluating,  merger  and
acquisitions  proposals, prepare reports, assist with Internet websites, feature
stories,  analytical  reports  and studies thereon when advisable, and assist in
negotiations  and  discussion  pertaining  thereof  in  North  America and Asia.
Consultant  will  distribute  a  company-approved profile of Market Central. Net
Corp.  to  a  proprietary database of investors, which the Consultant has at its
disposal.

This Agreement is not a contract for listing services or services related to, or
composed  of  Market  Making  services,  however, nothing in this Agreement will
prohibit  the  Consultant  from  discussions  on  behalf  of  the  Company  with
corporations  that  are  involved  with  listing or making a market in corporate
securities in the OTC Markets, which markets might includes the NASDAQ Small-Cap
Market or the NASD Electronic Bulletin Board. The Consultant will be entitled to
additional  compensation  under  such  terms  as maybe agreed to by the parties.

Independent  Contractor  Status. It is the express intention of the parties that
Consultant  be  an  independent  contractor  and  not  an employee, agent, joint
venture  or  partner  of  Client.  Client  shall  have no right to and shall not
control  the  manner  or  prescribe  the method by which Consultant performs the

                                        5

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 400,000 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.

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

                                        6

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  Commonwealth  of  the  Bahamas.
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.
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 Florida, 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 Florida. 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.

                                        7

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  PETER  J.  FRUGONE

/s/Peter  J.  Frugone
   Peter  J.  Frugone

                                        8

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

            CONSULTING AGREEMENT BETWEEN ESPER GULLATT JR. AND ISSUER
--------------------------------------------------------------------------------

                                        9

                  Independent Contractor / Consulting Agreement

THIS AGREEMENT made and entered into this Wednesday, May 2, 2001, by and between
Market  Central  .  Net Inc. (MKTS-OTC/BB) (Client), with its principal place of
business  at  5299  DTC  Blvd  Suite  620 Englewood, Colorado, 80111, and  Esper
Gullatt  Jr.  (  the  Consultant  ).

                                    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 general business consulting,
including strategic business planning, operations, mergers and acquisitions, and
related  transactions.

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
advisor  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  March 6, 2001 and will continue in
effect  for a period of twelve (12) 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 following services to the Company
from  time  to  time.
Duties of Consultant. Consultant agrees to provide strategic planning to Client.
The  Consultant  will  provide such consulting services and advice pertaining to
the  Company  s business affairs as the Company may from time to time reasonably
request.  Without  limiting  the  generality  of  the foregoing, Consultant will
assist  the  Company  in  developing,  studying  and  evaluating,  merger  and
acquisitions  proposals, prepare reports, assist with Internet websites, feature
stories,  analytical  reports  and studies thereon when advisable, and assist in
negotiations  and  discussion  pertaining  thereof  in  North  America and Asia.
Consultant  will  distribute  a  company-approved profile of Market Central. Net
Corp.  to  a  proprietary database of investors, which the Consultant has at its
disposal.
This Agreement is not a contract for listing services or services related to, or
composed  of  Market  Making  services,  however, nothing in this Agreement will
prohibit  the  Consultant  from  discussions  on  behalf  of  the  Company  with
corporations  that  are  involved  with  listing or making a market in corporate
securities in the OTC Markets, which markets might includes the NASDAQ Small-Cap
Market or the NASD Electronic Bulletin Board. The Consultant will be entitled to
additional  compensation  under  such  terms  as maybe agreed to by the parties.
Independent  Contractor  Status. It is the express intention of the parties that
Consultant  be  an  independent  contractor  and  not  an employee, agent, joint
venture  or  partner  of  Client.  Client  shall  have no right to and shall not
control  the  manner  or  prescribe  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

                                       10

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 450,000 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.

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

                                       11

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  Commonwealth  of  the  Bahamas.
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.
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 Florida, 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 Florida. 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

                                       12

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  Esper  Gullatt  Jr.

/s/Esper  Gullatt  Jr.
Esper  Gullatt  Jr.

                                       13

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

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

                                       14

                                 LAW OFFICES OF
                                 William Stocker
phone  (949)  248-9561     34700  Pacific Coast Highway, Suite 303     fax (949)
248-1688
                            Capistrano Beach CA 92624
                                   May 4, 2001
To  the  President  and  the
Board  of  Directors
MarketCentral.net  Corp.
300  Mercer  Street  Suite  26J
New  York  NY  10003     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 $46,750 in
the  form  of  850,000  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 Engagement 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 $0.055 per share for
$0.055  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  Engagement  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

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