United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                   POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
  As originally filed with the Securities and Exchange Commission on December 4,
                       2001 and amended on April 23, 2002.

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Commission File Number:  000-25891

                             MARKETCENTRAL.NET CORP.
             (Exact name of Registrant as specified in its 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)



                         AMENDED 2002 STOCK OPTION PLAN
                              (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)

                              Dated: June 14, 2002

                       CALCULATION OF REGISTRATION FEE (1)


--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |   (2)           |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock|  3,000,000      |  $0.16          |   $480,000     |  $44.16     |
$0.0001     |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------

(1)  Estimated  pursuant  to  Rule  457(c) and (h) of the Securities Act of 1933
solely  for  the  purpose  of  calculating the registration fee and based on the
discounted price of 50% of the average closing price of the common stock for the
previous    days  prior  to  filing  this  report  as  reported  by  the
Over-The-Bulletin  Bulletin  Board  ("OTCBB").

(2)  The  Company previously registered 3,000,000 shares of Common Stock, all of
which  are  covered by the existing registration statement pursuant to Rule 416.
As  of  May  31, 2002, additional consultants have become eligible for the "2002

                                        1
<PAGE>

Stock  Option  Plan"  and  the plan allows for subsequent issuances to those who
qualify.  This  amendment  registers  an  additional 3,000,000 shares authorized
under  the plan leaving 8,000,000 shares presently subject to the plan. Together
with  an  indeterminate number of additional shares of common stock which may be
necessary  to  adjust the number of shares reserved for issuance pursuant to the
plan as a result of any future stock split, stock dividend or similar adjustment
of the outstanding common stock pursuant to Rule 416(c) of the Securities Act of
1933.

                                EXPLANATORY NOTE

     The  "Plan" filed as a part of the Registration Statement filed on December
4,  2001(File  No.  333-74466)  and April 23, 2002 (File No. 333-86862) has been
prepared  in  accordance  with  the requirements of Form S-8 and may be used for
further  issuances  of  the Company's Common Stock to be acquired by the persons
qualified  therein  pursuant  to  the  Company's  2002  Stock  Option  Plan.

     The  Registrant's Board of Directors and stockholders subsequently approved
an  Amendment  of  the  Registration  Statement. The Post-Effective Registration
Statement registers an additional 3,000,000 shares pursuant to 2002 Stock Option
Plan.  The  price per share is calculated at 50% of the average closing price of
the  common  stock  for the previous day trading period based on the mutually
acceptable  price  at  discount  from  the current bid price, due to a number of
market  factors,  including  low  trading  volume, market liquidity, and others.


                                ITEM 8  EXHIBITS

     Exhibit  1    Opinion  of  Counsel

     Exhibit  2    Consent  of  Auditor

     Exhibit  3    Amended  2002  Stock  Option  Plan


                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that  it has reasonable grounds to believe it meets all of the
requirements  for  filing  on  Form  S-8 and has duly caused this Post-Effective
Amendment  No.  2  to be signed on its behalf by the undersigned, thereunto duly
authorized.

                             MARKETCENTRAL.NET CORP.
                               A TEXAS CORPORATION

                                       by


/s/Paul  Taylor                                     /s/Paul  Taylor
   Paul  Taylor                                        Paul  Taylor
   President/Director                                  Secretary/Director

                                        2
<PAGE>

EXHIBIT  1
OPINION  OF  COUNSEL

                                 LAW OFFICES OF
                                 William Stocker
phone (949) 487-7295    34190 Sepulveda Avenue, Suite 200     fax (949) 487-7285
                            Capistrano Beach CA 92624

                                  June 14, 2002

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  Post-Effective  Amendment No. 2 Registration Statement on Form
S-8  pursuant  to the 2002 Stock Option Plan in the amount of $480,000.00 in the
form  of an additional 3,000,000 shares of common stock to be registered thereby
and  therefore  registering  8,000,000  shares  presently  subject  to the plan.

     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  2002  Stock Option Plan and amendments there to are not a qualified plan of
any  kind or sort and is not qualified for any special tax treatment under State
or  Federal Law. If and when issued or granted, 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  or  granted in compensation for
services  at  the rate of a discounted price of no less than 50% of the previous
day  average  closing  price  at  the  time of stock award or option granted.

     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

                                        3
<PAGE>

EXHIBIT  2
CONSENT  OF  AUDITOR



                                AJ. ROBBINS, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                                 AND CONSULTANTS
                         3033 EAST 1ST AVENUE, SUITE 201
                             DENVER, COLORADO  80206





               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



We  hereby  consent  to  the  use  in  this  Registration  Statement on Form S-8
Amendment  #2  of  MarketCentral.net  Corp.  of  our  report dated March 1, 2002
relating  to  the  consolidated  financial statements of MarketCentral.net Corp.


                                                           /s/A.J. ROBBINS, P.C.
                                                              A.J. ROBBINS, P.C.
                                                    CERTIFIED PUBLIC ACCOUNTANTS
                                                                 AND CONSULTANTS

Denver, Colorado
June 14, 2002

                                        4
<PAGE>

EXHIBIT  3
AMENDED  2002  STOCK  OPTION  PLAN



                             MARKETCENTRAL.NET CORP.

                             2002 STOCK OPTION PLAN

                                  2ND AMENDMENT



                             SECTION 1. INTRODUCTION

1.1  ESTABLISHMENT. Effective as provided in Section 17, MarketCentral.net Corp.
Inc.,  a  Texas  corporation  (the  "Company"),  hereby establishes this plan of
stock-based  compensation  incentives  for selected Eligible Participants of the
Company  and  its  affiliated  corporations.  This  Plan  shall  be known as the
MarketCentral.net  Corp.  2002  Stock  Plan  (the  "Plan").

1.2  PURPOSE.  The  purpose  of this Plan is to promote the best interest of the
Company,  and  its stockholders by providing a means of non-cash remuneration to
selected Eligible Participants who contribute most to the operating progress and
earning  power  of  the  Company.

                             SECTION 2. DEFINITIONS

The  following  definitions  shall be applicable to the terms used in this Plan:
2.1     "Affiliated  Corporation"  means any corporation that is either a parent
corporation with respect to the Company or a subsidiary corporation with respect
to  the Company (within the meaning of Sections 424(e) and (f), respectively, of
the  Internal  Revenue  Code).

2.2     "Code"  means  the  Internal  Revenue Code of 1986, as it may be amended
from  time  to  time.

2.3     "Committee"  means  a  committee designated by the Board of Directors to
administer  this  Plan  or,  if  no  committee  is  so  designated, the Board of
Directors.  Any Committee member who is also an Eligible Participant may receive
an  Option or Stock Award only if he abstains from voting in favor of a grant to
himself,  and  the  grant  is determined and approved by the remaining Committee
members.  The Board of Directors, in its sole discretion, may at any time remove
any  member of the Committee and appoint another Director to fill any vacancy on
the  Committee.

2.4  "Common  Stock"  means  the  Company's  $.001  par  value  common  stock.

2.5  "Company"  means  MarketCentral.net  Corp.,  a  Texas  corporation  and its
subsidiaries.

2.6      "Effective Date" means the effective date of this Plan, as set forth in
Section  17  hereof.

                                        5
<PAGE>

2.7     "Eligible  Participant"  means  any  employee,  director,  officer,
consultant,  or advisor of the Company who is determined (in accordance with the
provisions  of  Section  4  hereof) to be eligible to receive an Option or Stock
Award  hereunder.

2.8      "Option"  means  the  grant  to  an  Eligible Participant of a right to
acquire  shares  of  Common  Stock.

2.8     "Plan"  means  this  MarketCentral.net  Corp.  2002  Stock  Plan,  dated
November  27,  2001

2.10"Stock Award" means the grant to an Eligible Participant of shares of common
Stock  issuable directly under this Plan rather than upon exercise of an Option.

Wherever  appropriate,  words  used  in  this  Plan in the singular may mean the
plural,  the  plural  may  mean  the  singular,  and  the masculine may mean the
feminine.


               SECTION 3. ADOPTION AND ADMINISTRATION OF THIS PLAN

Upon adoption by the Company's Board of Directors, this Plan became effective as
of  November  27,  2001.  In  the  absence  of  contrary  action by the Board of
Directors, and except for action taken by the Committee pursuant to Section 4 in
connection  with the determination of Eligible Participants, any action taken by
the  Committee  or by the Board of Directors with respect to the implementation,
interpretation  or  administration  of  this Plan shall be final, conclusive and
binding.

                        SECTION 4. ELIGIBILITY AND AWARDS

The  Committee  shall  determine  at  any  time  and from time to time after the
effective  date  of this Plan: (i) the Eligible Participants; (ii) the number of
shares of Common Stock issuable directly or to be granted pursuant to an Option;
(iii)  the  price  per  share  at which each Option may be exercised, in cash or
cancellation  of  fees  for  services  for  which  the  Company  is  liable,  if
applicable,  or  the  value  per  share if a direct issue of stock pursuant to a
Stock  Award;  and  (iv)  the  terms  on  which each Option may be granted. Such
determination,  as  may  from  time  to  time  be amended or altered at the sole
discretion of the Committee. Notwithstanding the provisions of Section 3 hereof,
no  such  determination  by the Committee shall be final, conclusive and binding
upon  the Company unless and until the Board of Directors has approved the same;
provided,  however,  that  if  the  Committee  is  composed of a majority of the
persons  then comprising the Board of Directors of the Company, such approval by
the  Board  of  Directors  shall  not  be  necessary.

                                        6
<PAGE>

                    SECTION 5. GRANT OF OPTION OR STOCK AWARD

Subject to the terms and provisions of this Plan, the terms and conditions under
which  an  Option or Stock Award may be granted to an Eligible Participant shall
be  set  forth  in  a  written agreement (i.e., a Consulting Agreement, Services
Agreement,  Fee  Agreement, or Employment Agreement) or, if an Option, a written
Grant  of  Option  in  the  form  attached  hereto  (which  may  contain  such
modifications  thereto  and  such other provisions as the Committee, in its sole
discretion,  may  determine).

                SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK

The  total number of shares of Common Stock reserved for issuance by the Company
either  directly  as  Stock Awards or underlying Options granted under this Plan
shall  not  be  more  than  EIGHT  MILLION  SHARES.

The  total  number  of  shares of Common Stock reserved for such issuance may be
increased  only  by a resolution adopted by the Board of Directors and amendment
of  this  Plan.

Such  Common  Stock may be authorized and unissued or reacquired Common Stock of
the  Company.

                  SECTION 7. PURCHASE OF SHARES OF COMMON STOCK

7.1     As  soon  as  practicable  after  the determination by the Committee and
approval  by the Board of Directors (if necessary, pursuant to Section 4 hereof)
of  the  Eligible  Participants and the number of shares an Eligible Participant
may  be  issued directly as a Stock Award or eligible to purchase pursuant to an
Option,  the  Committee  shall  give  written  notice  thereof  to each Eligible
Participant,  which  notice  may  be  accompanied  by  the  Grant  of Option, if
appropriate,  to  be  executed  by  such  Eligible  Participant.

7.2     The  negotiated  cost basis of stock issued directly as a Stock Award or
the  exercise  price for each Option to purchase shares of Common Stock pursuant
to  paragraph  7.1  shall  be  as  determined by the Committee and relative to a
discounted  price of no less than 50% of the current market value at the time of
stock  award or option granted. It being understood that the price so determined
by the Committee may vary from one Eligible Participant to another. In computing
the  negotiated direct issue price as a Stock Award or the Option exercise price
per  share  of  Common Stock, the Committee shall take into consideration, among
other  factors,  the  restrictions  set  forth  in  Section  11  hereof.

                   SECTION 8. TERMS AND CONDITIONS OF OPTIONS

The Committee shall determine the terms and conditions of each Option granted to
Eligible  Participants, which terms shall be set forth in writing. The terms and
conditions  so  set  by  the Committee may vary from one Eligible Participant to
another.  In  the  event  that  all  the Committee approves an Option permitting
deferred  payments, the Eligible Participant's obligation to pay for such Common
Stock  may  be  evidenced  by  a  promissory  note  executed  by  such  Eligible
Participant  and containing such modifications thereto and such other provisions
as  the  Committee,  in  its  sole  discretion,  may  determine.

                                        7
<PAGE>

      SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE OF OPTION

The  Company shall deliver to each Eligible Participant such number of shares of
Common  Stock  as such Eligible Participant is entitled to receive pursuant to a
Stock  Award  or  elects  to  purchase  upon  exercise  of  the  Option.

Such  shares,  which  shall  be  fully paid and non-assessable upon the issuance
thereof  (unless  a  portion  or  all  of  the purchase price shall be paid on a
deferred basis) shall be represented by a certificate or certificates registered
in  the  name of the Eligible Participant and stamped with an appropriate legend
referring  to  the  restrictions  thereon,  if  any.  Subject  to  the terms and
provisions  of  the  Texas Business Corporation Act and the written agreement to
which  he  is  a  party,  an Eligible Participant shall have all the rights of a
stockholder  with respect to such shares, including the right to vote the shares
and  to  receive  all dividends or other distributions paid or made with respect
thereto  (except  to  the  extent  such  Eligible  Participant  defaults under a
promissory  note,  if  any,  evidencing  the  deferred  purchase  price for such
shares),  provided  that  such  shares  shall  be  subject  to  the restrictions
hereinafter  set  forth.  In the event of a merger or consolidation to which the
Company  is a party, or of any other acquisition of a majority of the issued and
outstanding  shares  of  Common  Stock of the Company involving an exchange or a
substitution  of  stock  of  an  acquiring  corporation  for Common Stock of the
Company,  or  of  any  transfer of all or substantially all of the assets of the
Company in exchange for stock of an acquiring corporation, a determination as to
whether  the  stock of the acquiring corporation so received shall be subject to
the  restrictions  set forth in Section 11 shall be made solely by the acquiring
corporation.

             SECTION 10. RIGHTS OF EMPLOYEES; ELIGIBLE PARTICIPANTS

10.1     Employment.  Nothing  contained  in this Plan or in any Option or Stock
Award  granted  under  this  Plan shall confer upon any Eligible Participant any
right  with  respect to the continuation of his or her employment by the Company
or  any  Affiliated  Corporation,  or interfere in any way with the right of the
Company  or  any  Affiliated  Corporation,  subject to the terms of any separate
employment  agreement  to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the Eligible Participant from the
rate  in existence at the time of the grant of an Option or Stock Award. Whether
an  authorized  leave  of absence, or absence in military or government service,
shall  constitute termination of employment shall be determined by the Committee
at  the  time.

10.2     Non-transferability.  No  right or interest of any Eligible Participant
in  an  Option  or  Stock  Award  shall be assignable or transferable during the
lifetime  of  the  Eligible Participant, either voluntarily or involuntarily, or
subjected  to  any  lien,  directly  or  indirectly,  by  operation  of  law, or
otherwise,  including  execution,  levy,  garnishment,  attachment,  pledge  or
bankruptcy.  However, the Board of Directors may, in its sole discretion, permit
transfers  to family members if and to the extent such transfers are permissible
under  applicable  securities  laws.  In  the event of an Eligible Participant's
death, an Eligible Participant's rights and interest in an Option or Stock Award
shall  be  transferable  by  testamentary  will  or  the  laws  of  descent  and

                                        8
<PAGE>

distribution,  and  delivery  of  any shares of Common Stock due under this Plan
shall  be  made  to,  and  exercise  of any Options may be made by, the Eligible
Participant's legal representatives, heirs or legatees. If in the opinion of the
Committee  a  person  entitled to payments or to exercise rights with respect to
this  Plan is unable to care for his or her affairs because of mental condition,
physical  condition,  or  age,  payment due such person may be made to, and such
rights shall be exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence satisfactory
to  the  Committee  of  such  status.

                        SECTION 11. GENERAL RESTRICTIONS

11.1     Investment  Representations. The Company may require any person to whom
an  Option  or Stock Award is granted, as a condition of exercising such Option,
or  receiving such Stock Award, to give written assurances in substance and form
satisfactory  to  the  Company and its counsel to the effect that such person is
acquiring  the  Common Stock subject to the Option or Stock Award for his or her
own  account  for  investment  and  not with any present intention of selling or
otherwise  distributing the same, and to such other effects as the Company deems
necessary  or  appropriate  in order to comply with federal and applicable state
securities  laws.

11.2     Restrictions  on  Transfer  of Common Stock. The shares of Common Stock
issuable  directly  as  a  Stock  Award or upon exercise of an Option may not be
offered  for sale, sold or otherwise transferred except pursuant to an effective
registration  statement  or  pursuant  to  an  exemption  from registration, the
availability  of  which is to be established to the satisfaction of the Company,
and  any  certificates representing shares of Common Stock will bear a legend to
that  effect.  However,  the Company may, in the sole discretion of the Board of
Directors,  register  with the Securities and Exchange Commission some or all of
the shares of Common Stock reserved for issuance under this Plan. Special resale
restrictions  may,  however,  continue  to apply to officers, directors, control
shareholders  and affiliates of the Company and such persons will be required to
obtain  an opinion of counsel as regards their ability to resell shares received
pursuant  to  this  Plan.

11.3     Compliance  with  Securities  Laws. Each Option or Stock Award shall be
subject  to  the  requirement  that  if at any time counsel to the Company shall
determine  that  the  listing,  registration  or  qualification of the shares of
Common  Stock subject to such Option or Stock Award upon any securities exchange
or  under  any  state  or  federal  law,  or  the  consent  or  approval  of any
governmental  or  regulatory  body,  is  necessary  as  a  condition  of,  or in
connection  with,  the issuance or purchase of shares thereunder, such Option or
Stock  Award  may  not  be accepted or exercised in whole or in part unless such
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected  or  obtained on conditions acceptable to the Committee. Nothing herein
shall  be  deemed to require the Company to apply for or to obtain such listing,
registration  or  qualification.


                  SECTION 12. COMPLIANCE WITH TAX REQUIREMENTS

Each Eligible Participant shall be liable for payment of all applicable federal,

                                        9
<PAGE>

state  and  local  income  taxes  incurred as a result of the receipt of a Stock
Award  or  an  Option,  the exercise of an Option, and the sale of any shares of
Common  Stock  received pursuant to a Stock Award or upon exercise of an Option.
The Company may be required, pursuant to applicable tax regulations, to withhold
taxes  for  an  Eligible Participant, in which case the Company's obligations to
deliver  shares  of  Common  Stock upon the exercise of any Option granted under
this  Plan  or  pursuant  to  any  Stock Award, shall be subject to the Eligible
Participant's satisfaction of all applicable federal, state and local income and
other  income  tax  withholding  requirements.

              SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES

In  the  event that, at any time or from time to time, any Option or Stock Award
is assigned or transferred to any party (other than the Company) pursuant to the
provisions  of  Section  10.2 hereof, such party shall take such Option or Stock
Award  pursuant  to  all  provisions  and  conditions  of  this  Plan, and, as a
condition  precedent  to  the  transfer of such interest, such party shall agree
(for  and  on  behalf of himself or itself, his or its legal representatives and
his  or its transferees and assigns) in writing to be bound by all provisions of
this  Plan.

                         SECTION 14. COSTS AND EXPENSES

All  costs  and  expenses  with  respect  to  the  adoption,  implementation,
interpretation  and  administration  of this Plan shall be borne by the Company.

             SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY

Appropriate  adjustments  shall  be made to the number of shares of Common Stock
issuable  pursuant to an incomplete or pending Stock Award that has not yet been
delivered  or upon exercise of any Options and the exercise price thereof in the
event of: (i) a subdivision or combination of any of the shares of capital stock
of  the  Company;  (ii)  a  dividend  payable  in shares of capital stock of the
Company; (iii) a reclassification of any shares of capital stock of the Company;
or  (iv)  any  other  change  in  the  capital  structure  of  the  Company.

            SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION

The Board, upon recommendation of the Committee or at its own initiative, at any
time may terminate and at any time and from time to time and in any respect, may
amend  or  modify  this  Plan,  including:

(a)     Increase the total amount of Common Stock that may be awarded under this
Plan,  except  as  provided  in  Section  15  of  this  Plan;

(b)     Change  the  classes  of persons from which Eligible Participants may be
selected  or  materially  modify  the  requirements  as  to  eligibility  for
participation  in  this  Plan;

(c)     Increase  the  benefits  accruing  to  Eligible  Participants;  or

(d)     Extend  the  duration  of  this  Plan.

Any  Option  or other Stock Award granted to a Eligible Participant prior to the

                                       10
<PAGE>

date  this  Plan  is  amended,  modified  or  terminated  will  remain in effect
according to its terms unless otherwise agreed upon by the Eligible Participant;
provided,  however,  that  this  sentence  shall  not  impair  the  right of the
Committee  to  take  whatever  action  it  deems appropriate under Section 11 or
Section

15.  The  termination  or  any modification or amendment of this Plan shall not,
without the consent of a Eligible Participant, affect his rights under an Option
or  other  Stock  Award  previously  granted  to  him.

                     SECTION 17. EFFECTIVE DATE OF THIS PLAN

17.1     Effective Date. This Plan is effective as of NOVEMBER 27, 2001 the date
it  was  adopted  by  the  Board  of  Directors  of  the  Company.

17.2     Duration  of  this  Plan.  This  Plan  shall  terminate  at midnight on
NOVEMBER  26,  2005,  which  is  the  day  before  the  fifth anniversary of the
Effective  Date,  and  may be extended thereafter or terminated prior thereto by
action  of the Board of Directors; and no Option or Stock Award shall be granted
after such termination. Options and Stock Awards outstanding at the time of this
Plan  termination  may continue to be exercised, or become free of restrictions,
in  accordance  with  their  terms.

                         SECTION 18. BURDEN AND BENEFIT

The  terms and provisions of this Plan shall be binding upon, and shall inure to
the  benefit  of,  each  Eligible Participant, his executives or administrators,
heirs,  and  personal  and  legal  representatives.

Dated  -  June  12,  2002

MarketCentral.net  Corp.  Inc.


By:/s/Paul  Taylor,
      Paul  Taylor,  Chairman

                                       11
<PAGE>

                         GRANT OF OPTION PURSUANT TO THE
                 MARKETCENTRAL.NET CORP. 2002 STOCK OPTION PLAN
                                  2nd Amendment


MarketCentral.net  Corp. Inc, a Texas corporation (the "Company"), hereby grants
to  ____________________  ("Optionee")  an Option to purchase ________ shares of
common  stock,  $.001  par  value  (the "Shares") of the Company at the purchase
price  of $________ per share, 50% OF THE PREVIOUS DAY AVERAGE CLOSING PRICE,
(the  "Purchase  Price"),  in  accordance  with  and  subject  to  the terms and
conditions  of  the  MarketCentral.net  Corp. 2002 Stock Plan (the "Plan"). This
option  is  exercisable  in  whole  or  in  part,  and  upon  payment in cash or
cancellation  of fees, or other form of payment acceptable to the Company at the
offices  of  the Company. This Grant of Option supersedes and replaces any prior
notice  of  option  grant,  description  of  vesting  terms or similar documents
previously  delivered  to Optionee for options granted on the date stated below.

Unless  otherwise  set  forth in a separate written agreement, in the event that
Optionee's  employee  or  consultant  status  with  the  Company  or  any of its
subsidiaries  ceases or terminates for any reason whatsoever, including, but not
limited  to,  death,  disability,  or  voluntary  or  involuntary  cessation  or
termination, this Grant of Option shall terminate with respect to any portion of
this  Grant  of  Option  that  has  not vested prior to the date of cessation or
termination  of  employee  or  consultant  status,  as  determined  in  the sole
discretion  of the Company. In the event of termination for cause, this Grant of
Option  shall  immediately  terminate  in  full with respect to any un-exercised
options,  and  any  vested but un-exercised options shall immediately expire and
may  not  be  exercised.  Unless  otherwise  set  forth  in  a  separate written
agreement, vested options must be exercised within five (5) years after the date
of  termination  (other than for cause), notwithstanding the Expiration Date set
forth  below.

Subject to the preceding paragraph, this Grant of Option, or any portion hereof,
may  be  exercised only to the extent vested per the attached schedule, and must
be exercised by Optionee no later than November 26, 2005 (the "Expiration Date")
by  (i)  notice in writing, signed by Optionee; and (ii) payment of the Purchase
Price pursuant to the terms of this Grant of Option and the Plan. Any portion of
this  Grant  of  Option  that  is not exercised on or before the Expiration Date
shall  lapse. The notice must refer to this Grant of Option, and it must specify
the  number  of  shares being purchased, and recite the consideration being paid
therefore.  Notice  shall  be  deemed  given  on the date on which the notice is
received  by  the  Company.

This  Option  shall  be  considered validly exercised once payment therefore has
cleared  the banking system or the Company has issued a credit memo for services
in  the  appropriate  amount,  or receives a duly executed acceptable promissory
note,  if  the  Option  is  granted  with  deferred payment, and the Company has
received  written notice of such exercise. If payment is not received within two
business  days  after  the date the notice is received, the Company may deem the
notice  to  be  invalid.

If  Optionee  fails  to  exercise  this  Option in accordance with this Grant of
Option,  then this Grant of Option shall terminate and have no force and effect,
in  which  event  the Company and Optionee shall have no liability to each other

                                       12
<PAGE>

with respect to this Grant of Option. This Option may be executed simultaneously
in  two or more counterparts, each of which shall be deemed an original, but all
of  which  together  shall  constitute  one  and  the  same  instrument.

The  validity,  construction and enforceability of this Grant of Option shall be
construed  under and governed by the laws of the State of Texas, without regards
to  its  rules  concerning conflicts of laws, and any and all actions brought to
enforce  this Grant of Option or resolve any controversy, breach or disagreement
relative  hereto  shall  only  be  brought  in a court of competent jurisdiction
within  the  State  of  Texas.

The shares of common stock issuable upon exercise of the Option (the "Underlying
Shares")  may  not  be sold, exchanged, assigned, transferred or permitted to be
transferred,  whether  voluntarily,  involuntarily  or  by  operation  of  law,
delivered,  encumbered,  discounted, pledged, hypothecated or otherwise disposed
of  until (i) the Underlying Shares have been registered with the Securities and
Exchange Commission pursuant to an effective registration statement on Form S-8,
or  such  other form as may be appropriate, in the discretion of the Company; or
(ii)  an  Opinion  of  Counsel,  satisfactory to the Company, has been received,
which  opinion sets forth the basis and availability of any exemption for resale
or  transfer  from  federal  or  state  securities  registration  requirements.

This  Grant  of  Option relates to options granted on ___________________, 2002.

MarketCentral.net  Corp.  Inc.

BY  THE  BOARD  OF  DIRECTORS
OR  A  SPECIAL  COMMITTEE  THEREOF


               BY: ______________________________________________


                 OPTIONEE:______________________________________

                                       13
<PAGE>

             GRANT OF OPTION PURSUANT TO THE MARKETCENTRAL.NET CORP.
                     2002 STOCK OPTION PLAN, 2ND AMENDMENT.


OPTIONEE:     ________________

OPTIONS  GRANTED:  ____________  Shares

PURCHASE  PRICE:  $  0.___  per  Share, (no less than 50% of the previous day
Average  Closing  Price)

DATE  OF  GRANT:     _________________,  2002

EXERCISE  PERIOD:     ______________,  2002  to  _____________________,  2005

VESTING  SCHEDULE:  OPTION  ON  ____________________,  2002


 #SHARES     DATE  VESTED
     (ASSUMING  CONTINUED  EMPLOYMENT,  ETC.)

__________     ___________

__________     ___________

__________     ___________

__________     ___________

__________     ___________


EXERCISED  TO  DATE  INCLUDING  THIS  EXERCISE:  ____________________

BALANCE  TO  BE  EXERCISED:  __________________

                                       14
<PAGE>


NOTICE  OF  EXERCISE
(TO  BE  SIGNED  ONLY  UPON  EXERCISE  OF  THE  OPTION)

TO:     MarketCentral.net  Corp.  ("Optionor")


     The  undersigned,  the  holder  of  the  Option  described  above,  hereby
irrevocably  elects  to  exercise the purchase rights represented by such Option
for,  and  to purchase thereunder, ________________________ shares of the Common
Stock  of  MarketCentral.net  Corp.,  and  herewith  makes  payment  of
___________________________  therefore.  Optionee requests that the certificates
for  such  shares be issued in the name of Optionee and be delivered to Optionee
at  the address of _____________________________________________________, and if
such  shares  shall  not  be all of the shares purchasable hereunder, represents
that  a  new Notice of Exercise of like tenor for the appropriate balance of the
shares,  or a portion thereof, purchasable under the Grant of Option pursuant to
the  MarketCentral.net  Corp.  2002  Stock Option Plan, be delivered to Optionor
when  and  as  appropriate.


OPTIONEE:


By:___________________________________        __________________________
                                                                            Date

                                       15
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 36779}]
{"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": "333-90634", "film-number": "02680779"}, "business-address": {"street1": "6401 SOUTH BOSTON STREET", "street2": "SUITE Q205", "city": "ENGLEWOOD", "state": "C0", "zip": "80111", "phone": "7204899041"}, "mail-address": {"street1": "6401 SOUTH BOSTON STREET", "street2": "SUITE Q205", "city": "ENGLEWOOD", "state": "C0", "zip": "80111"}, "former-company": {"former-conformed-name": "ALL AMERICAN CONSULTANT AIRCRAFT INC", "date-changed": "19990210"}}
United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
  As originally filed with the Securities and Exchange Commission on December 4,
                       2001 and amended on April 23, 2002.

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Commission File Number:  000-25891

                             MARKETCENTRAL.NET CORP.
             (Exact name of Registrant as specified in its 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)

                         AMENDED 2002 STOCK OPTION PLAN
                              (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)

                              Dated: June 14, 2002

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |   (2)           |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock|  3,000,000      |  $0.16          |   $480,000     |  $44.16     |
$0.0001     |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------

(1)  Estimated  pursuant  to  Rule  457(c) and (h) of the Securities Act of 1933
solely  for  the  purpose  of  calculating the registration fee and based on the
discounted price of 50% of the average closing price of the common stock for the
previous    days  prior  to  filing  this  report  as  reported  by  the
Over-The-Bulletin  Bulletin  Board  ("OTCBB").

(2)  The  Company previously registered 3,000,000 shares of Common Stock, all of
which  are  covered by the existing registration statement pursuant to Rule 416.
As  of  May  31, 2002, additional consultants have become eligible for the "2002

                                        1
Stock  Option  Plan"  and  the plan allows for subsequent issuances to those who
qualify.  This  amendment  registers  an  additional 3,000,000 shares authorized
under  the plan leaving 8,000,000 shares presently subject to the plan. Together
with  an  indeterminate number of additional shares of common stock which may be
necessary  to  adjust the number of shares reserved for issuance pursuant to the
plan as a result of any future stock split, stock dividend or similar adjustment
of the outstanding common stock pursuant to Rule 416(c) of the Securities Act of
1933.

                                EXPLANATORY NOTE

     The  "Plan" filed as a part of the Registration Statement filed on December
4,  2001(File  No.  333-74466)  and April 23, 2002 (File No. 333-86862) has been
prepared  in  accordance  with  the requirements of Form S-8 and may be used for
further  issuances  of  the Company's Common Stock to be acquired by the persons
qualified  therein  pursuant  to  the  Company's  2002  Stock  Option  Plan.

     The  Registrant's Board of Directors and stockholders subsequently approved
an  Amendment  of  the  Registration  Statement. The Post-Effective Registration
Statement registers an additional 3,000,000 shares pursuant to 2002 Stock Option
Plan.  The  price per share is calculated at 50% of the average closing price of
the  common  stock  for the previous day trading period based on the mutually
acceptable  price  at  discount  from  the current bid price, due to a number of
market  factors,  including  low  trading  volume, market liquidity, and others.

                                ITEM 8  EXHIBITS

     Exhibit  1    Opinion  of  Counsel

     Exhibit  2    Consent  of  Auditor

     Exhibit  3    Amended  2002  Stock  Option  Plan

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that  it has reasonable grounds to believe it meets all of the
requirements  for  filing  on  Form  S-8 and has duly caused this Post-Effective
Amendment  No.  2  to be signed on its behalf by the undersigned, thereunto duly
authorized.

                             MARKETCENTRAL.NET CORP.
                               A TEXAS CORPORATION

                                       by

/s/Paul  Taylor                                     /s/Paul  Taylor
   Paul  Taylor                                        Paul  Taylor
   President/Director                                  Secretary/Director

                                        2
EXHIBIT  1
OPINION  OF  COUNSEL

                                 LAW OFFICES OF
                                 William Stocker
phone (949) 487-7295    34190 Sepulveda Avenue, Suite 200     fax (949) 487-7285
                            Capistrano Beach CA 92624

                                  June 14, 2002

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  Post-Effective  Amendment No. 2 Registration Statement on Form
S-8  pursuant  to the 2002 Stock Option Plan in the amount of $480,000.00 in the
form  of an additional 3,000,000 shares of common stock to be registered thereby
and  therefore  registering  8,000,000  shares  presently  subject  to the plan.

     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  2002  Stock Option Plan and amendments there to are not a qualified plan of
any  kind or sort and is not qualified for any special tax treatment under State
or  Federal Law. If and when issued or granted, 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  or  granted in compensation for
services  at  the rate of a discounted price of no less than 50% of the previous
day  average  closing  price  at  the  time of stock award or option granted.

     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

                                        3
EXHIBIT  2
CONSENT  OF  AUDITOR

                                AJ. ROBBINS, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                                 AND CONSULTANTS
                         3033 EAST 1ST AVENUE, SUITE 201
                             DENVER, COLORADO  80206

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  hereby  consent  to  the  use  in  this  Registration  Statement on Form S-8
Amendment  #2  of  MarketCentral.net  Corp.  of  our  report dated March 1, 2002
relating  to  the  consolidated  financial statements of MarketCentral.net Corp.

                                                           /s/A.J. ROBBINS, P.C.
                                                              A.J. ROBBINS, P.C.
                                                    CERTIFIED PUBLIC ACCOUNTANTS
                                                                 AND CONSULTANTS

Denver, Colorado
June 14, 2002

                                        4
EXHIBIT  3
AMENDED  2002  STOCK  OPTION  PLAN

                             MARKETCENTRAL.NET CORP.

                             2002 STOCK OPTION PLAN

                                  2ND AMENDMENT

                             SECTION 1. INTRODUCTION

1.1  ESTABLISHMENT. Effective as provided in Section 17, MarketCentral.net Corp.
Inc.,  a  Texas  corporation  (the  "Company"),  hereby establishes this plan of
stock-based  compensation  incentives  for selected Eligible Participants of the
Company  and  its  affiliated  corporations.  This  Plan  shall  be known as the
MarketCentral.net  Corp.  2002  Stock  Plan  (the  "Plan").

1.2  PURPOSE.  The  purpose  of this Plan is to promote the best interest of the
Company,  and  its stockholders by providing a means of non-cash remuneration to
selected Eligible Participants who contribute most to the operating progress and
earning  power  of  the  Company.

                             SECTION 2. DEFINITIONS

The  following  definitions  shall be applicable to the terms used in this Plan:
2.1     "Affiliated  Corporation"  means any corporation that is either a parent
corporation with respect to the Company or a subsidiary corporation with respect
to  the Company (within the meaning of Sections 424(e) and (f), respectively, of
the  Internal  Revenue  Code).

2.2     "Code"  means  the  Internal  Revenue Code of 1986, as it may be amended
from  time  to  time.

2.3     "Committee"  means  a  committee designated by the Board of Directors to
administer  this  Plan  or,  if  no  committee  is  so  designated, the Board of
Directors.  Any Committee member who is also an Eligible Participant may receive
an  Option or Stock Award only if he abstains from voting in favor of a grant to
himself,  and  the  grant  is determined and approved by the remaining Committee
members.  The Board of Directors, in its sole discretion, may at any time remove
any  member of the Committee and appoint another Director to fill any vacancy on
the  Committee.

2.4  "Common  Stock"  means  the  Company's  $.001  par  value  common  stock.

2.5  "Company"  means  MarketCentral.net  Corp.,  a  Texas  corporation  and its
subsidiaries.

2.6      "Effective Date" means the effective date of this Plan, as set forth in
Section  17  hereof.

                                        5
2.7     "Eligible  Participant"  means  any  employee,  director,  officer,
consultant,  or advisor of the Company who is determined (in accordance with the
provisions  of  Section  4  hereof) to be eligible to receive an Option or Stock
Award  hereunder.

2.8      "Option"  means  the  grant  to  an  Eligible Participant of a right to
acquire  shares  of  Common  Stock.

2.8     "Plan"  means  this  MarketCentral.net  Corp.  2002  Stock  Plan,  dated
November  27,  2001

2.10"Stock Award" means the grant to an Eligible Participant of shares of common
Stock  issuable directly under this Plan rather than upon exercise of an Option.

Wherever  appropriate,  words  used  in  this  Plan in the singular may mean the
plural,  the  plural  may  mean  the  singular,  and  the masculine may mean the
feminine.

               SECTION 3. ADOPTION AND ADMINISTRATION OF THIS PLAN

Upon adoption by the Company's Board of Directors, this Plan became effective as
of  November  27,  2001.  In  the  absence  of  contrary  action by the Board of
Directors, and except for action taken by the Committee pursuant to Section 4 in
connection  with the determination of Eligible Participants, any action taken by
the  Committee  or by the Board of Directors with respect to the implementation,
interpretation  or  administration  of  this Plan shall be final, conclusive and
binding.

                        SECTION 4. ELIGIBILITY AND AWARDS

The  Committee  shall  determine  at  any  time  and from time to time after the
effective  date  of this Plan: (i) the Eligible Participants; (ii) the number of
shares of Common Stock issuable directly or to be granted pursuant to an Option;
(iii)  the  price  per  share  at which each Option may be exercised, in cash or
cancellation  of  fees  for  services  for  which  the  Company  is  liable,  if
applicable,  or  the  value  per  share if a direct issue of stock pursuant to a
Stock  Award;  and  (iv)  the  terms  on  which each Option may be granted. Such
determination,  as  may  from  time  to  time  be amended or altered at the sole
discretion of the Committee. Notwithstanding the provisions of Section 3 hereof,
no  such  determination  by the Committee shall be final, conclusive and binding
upon  the Company unless and until the Board of Directors has approved the same;
provided,  however,  that  if  the  Committee  is  composed of a majority of the
persons  then comprising the Board of Directors of the Company, such approval by
the  Board  of  Directors  shall  not  be  necessary.

                                        6
SECTION 5. GRANT OF OPTION OR STOCK AWARD

Subject to the terms and provisions of this Plan, the terms and conditions under
which  an  Option or Stock Award may be granted to an Eligible Participant shall
be  set  forth  in  a  written agreement (i.e., a Consulting Agreement, Services
Agreement,  Fee  Agreement, or Employment Agreement) or, if an Option, a written
Grant  of  Option  in  the  form  attached  hereto  (which  may  contain  such
modifications  thereto  and  such other provisions as the Committee, in its sole
discretion,  may  determine).

                SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK

The  total number of shares of Common Stock reserved for issuance by the Company
either  directly  as  Stock Awards or underlying Options granted under this Plan
shall  not  be  more  than  EIGHT  MILLION  SHARES.

The  total  number  of  shares of Common Stock reserved for such issuance may be
increased  only  by a resolution adopted by the Board of Directors and amendment
of  this  Plan.

Such  Common  Stock may be authorized and unissued or reacquired Common Stock of
the  Company.

                  SECTION 7. PURCHASE OF SHARES OF COMMON STOCK

7.1     As  soon  as  practicable  after  the determination by the Committee and
approval  by the Board of Directors (if necessary, pursuant to Section 4 hereof)
of  the  Eligible  Participants and the number of shares an Eligible Participant
may  be  issued directly as a Stock Award or eligible to purchase pursuant to an
Option,  the  Committee  shall  give  written  notice  thereof  to each Eligible
Participant,  which  notice  may  be  accompanied  by  the  Grant  of Option, if
appropriate,  to  be  executed  by  such  Eligible  Participant.

7.2     The  negotiated  cost basis of stock issued directly as a Stock Award or
the  exercise  price for each Option to purchase shares of Common Stock pursuant
to  paragraph  7.1  shall  be  as  determined by the Committee and relative to a
discounted  price of no less than 50% of the current market value at the time of
stock  award or option granted. It being understood that the price so determined
by the Committee may vary from one Eligible Participant to another. In computing
the  negotiated direct issue price as a Stock Award or the Option exercise price
per  share  of  Common Stock, the Committee shall take into consideration, among
other  factors,  the  restrictions  set  forth  in  Section  11  hereof.

                   SECTION 8. TERMS AND CONDITIONS OF OPTIONS

The Committee shall determine the terms and conditions of each Option granted to
Eligible  Participants, which terms shall be set forth in writing. The terms and
conditions  so  set  by  the Committee may vary from one Eligible Participant to
another.  In  the  event  that  all  the Committee approves an Option permitting
deferred  payments, the Eligible Participant's obligation to pay for such Common
Stock  may  be  evidenced  by  a  promissory  note  executed  by  such  Eligible
Participant  and containing such modifications thereto and such other provisions
as  the  Committee,  in  its  sole  discretion,  may  determine.

                                        7
SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE OF OPTION

The  Company shall deliver to each Eligible Participant such number of shares of
Common  Stock  as such Eligible Participant is entitled to receive pursuant to a
Stock  Award  or  elects  to  purchase  upon  exercise  of  the  Option.

Such  shares,  which  shall  be  fully paid and non-assessable upon the issuance
thereof  (unless  a  portion  or  all  of  the purchase price shall be paid on a
deferred basis) shall be represented by a certificate or certificates registered
in  the  name of the Eligible Participant and stamped with an appropriate legend
referring  to  the  restrictions  thereon,  if  any.  Subject  to  the terms and
provisions  of  the  Texas Business Corporation Act and the written agreement to
which  he  is  a  party,  an Eligible Participant shall have all the rights of a
stockholder  with respect to such shares, including the right to vote the shares
and  to  receive  all dividends or other distributions paid or made with respect
thereto  (except  to  the  extent  such  Eligible  Participant  defaults under a
promissory  note,  if  any,  evidencing  the  deferred  purchase  price for such
shares),  provided  that  such  shares  shall  be  subject  to  the restrictions
hereinafter  set  forth.  In the event of a merger or consolidation to which the
Company  is a party, or of any other acquisition of a majority of the issued and
outstanding  shares  of  Common  Stock of the Company involving an exchange or a
substitution  of  stock  of  an  acquiring  corporation  for Common Stock of the
Company,  or  of  any  transfer of all or substantially all of the assets of the
Company in exchange for stock of an acquiring corporation, a determination as to
whether  the  stock of the acquiring corporation so received shall be subject to
the  restrictions  set forth in Section 11 shall be made solely by the acquiring
corporation.

             SECTION 10. RIGHTS OF EMPLOYEES; ELIGIBLE PARTICIPANTS

10.1     Employment.  Nothing  contained  in this Plan or in any Option or Stock
Award  granted  under  this  Plan shall confer upon any Eligible Participant any
right  with  respect to the continuation of his or her employment by the Company
or  any  Affiliated  Corporation,  or interfere in any way with the right of the
Company  or  any  Affiliated  Corporation,  subject to the terms of any separate
employment  agreement  to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the Eligible Participant from the
rate  in existence at the time of the grant of an Option or Stock Award. Whether
an  authorized  leave  of absence, or absence in military or government service,
shall  constitute termination of employment shall be determined by the Committee
at  the  time.

10.2     Non-transferability.  No  right or interest of any Eligible Participant
in  an  Option  or  Stock  Award  shall be assignable or transferable during the
lifetime  of  the  Eligible Participant, either voluntarily or involuntarily, or
subjected  to  any  lien,  directly  or  indirectly,  by  operation  of  law, or
otherwise,  including  execution,  levy,  garnishment,  attachment,  pledge  or
bankruptcy.  However, the Board of Directors may, in its sole discretion, permit
transfers  to family members if and to the extent such transfers are permissible
under  applicable  securities  laws.  In  the event of an Eligible Participant's
death, an Eligible Participant's rights and interest in an Option or Stock Award
shall  be  transferable  by  testamentary  will  or  the  laws  of  descent  and

                                        8
distribution,  and  delivery  of  any shares of Common Stock due under this Plan
shall  be  made  to,  and  exercise  of any Options may be made by, the Eligible
Participant's legal representatives, heirs or legatees. If in the opinion of the
Committee  a  person  entitled to payments or to exercise rights with respect to
this  Plan is unable to care for his or her affairs because of mental condition,
physical  condition,  or  age,  payment due such person may be made to, and such
rights shall be exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence satisfactory
to  the  Committee  of  such  status.

                        SECTION 11. GENERAL RESTRICTIONS

11.1     Investment  Representations. The Company may require any person to whom
an  Option  or Stock Award is granted, as a condition of exercising such Option,
or  receiving such Stock Award, to give written assurances in substance and form
satisfactory  to  the  Company and its counsel to the effect that such person is
acquiring  the  Common Stock subject to the Option or Stock Award for his or her
own  account  for  investment  and  not with any present intention of selling or
otherwise  distributing the same, and to such other effects as the Company deems
necessary  or  appropriate  in order to comply with federal and applicable state
securities  laws.

11.2     Restrictions  on  Transfer  of Common Stock. The shares of Common Stock
issuable  directly  as  a  Stock  Award or upon exercise of an Option may not be
offered  for sale, sold or otherwise transferred except pursuant to an effective
registration  statement  or  pursuant  to  an  exemption  from registration, the
availability  of  which is to be established to the satisfaction of the Company,
and  any  certificates representing shares of Common Stock will bear a legend to
that  effect.  However,  the Company may, in the sole discretion of the Board of
Directors,  register  with the Securities and Exchange Commission some or all of
the shares of Common Stock reserved for issuance under this Plan. Special resale
restrictions  may,  however,  continue  to apply to officers, directors, control
shareholders  and affiliates of the Company and such persons will be required to
obtain  an opinion of counsel as regards their ability to resell shares received
pursuant  to  this  Plan.

11.3     Compliance  with  Securities  Laws. Each Option or Stock Award shall be
subject  to  the  requirement  that  if at any time counsel to the Company shall
determine  that  the  listing,  registration  or  qualification of the shares of
Common  Stock subject to such Option or Stock Award upon any securities exchange
or  under  any  state  or  federal  law,  or  the  consent  or  approval  of any
governmental  or  regulatory  body,  is  necessary  as  a  condition  of,  or in
connection  with,  the issuance or purchase of shares thereunder, such Option or
Stock  Award  may  not  be accepted or exercised in whole or in part unless such
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected  or  obtained on conditions acceptable to the Committee. Nothing herein
shall  be  deemed to require the Company to apply for or to obtain such listing,
registration  or  qualification.

                  SECTION 12. COMPLIANCE WITH TAX REQUIREMENTS

Each Eligible Participant shall be liable for payment of all applicable federal,

                                        9
state  and  local  income  taxes  incurred as a result of the receipt of a Stock
Award  or  an  Option,  the exercise of an Option, and the sale of any shares of
Common  Stock  received pursuant to a Stock Award or upon exercise of an Option.
The Company may be required, pursuant to applicable tax regulations, to withhold
taxes  for  an  Eligible Participant, in which case the Company's obligations to
deliver  shares  of  Common  Stock upon the exercise of any Option granted under
this  Plan  or  pursuant  to  any  Stock Award, shall be subject to the Eligible
Participant's satisfaction of all applicable federal, state and local income and
other  income  tax  withholding  requirements.

              SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES

In  the  event that, at any time or from time to time, any Option or Stock Award
is assigned or transferred to any party (other than the Company) pursuant to the
provisions  of  Section  10.2 hereof, such party shall take such Option or Stock
Award  pursuant  to  all  provisions  and  conditions  of  this  Plan, and, as a
condition  precedent  to  the  transfer of such interest, such party shall agree
(for  and  on  behalf of himself or itself, his or its legal representatives and
his  or its transferees and assigns) in writing to be bound by all provisions of
this  Plan.

                         SECTION 14. COSTS AND EXPENSES

All  costs  and  expenses  with  respect  to  the  adoption,  implementation,
interpretation  and  administration  of this Plan shall be borne by the Company.

             SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY

Appropriate  adjustments  shall  be made to the number of shares of Common Stock
issuable  pursuant to an incomplete or pending Stock Award that has not yet been
delivered  or upon exercise of any Options and the exercise price thereof in the
event of: (i) a subdivision or combination of any of the shares of capital stock
of  the  Company;  (ii)  a  dividend  payable  in shares of capital stock of the
Company; (iii) a reclassification of any shares of capital stock of the Company;
or  (iv)  any  other  change  in  the  capital  structure  of  the  Company.

            SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION

The Board, upon recommendation of the Committee or at its own initiative, at any
time may terminate and at any time and from time to time and in any respect, may
amend  or  modify  this  Plan,  including:

(a)     Increase the total amount of Common Stock that may be awarded under this
Plan,  except  as  provided  in  Section  15  of  this  Plan;

(b)     Change  the  classes  of persons from which Eligible Participants may be
selected  or  materially  modify  the  requirements  as  to  eligibility  for
participation  in  this  Plan;

(c)     Increase  the  benefits  accruing  to  Eligible  Participants;  or

(d)     Extend  the  duration  of  this  Plan.

Any  Option  or other Stock Award granted to a Eligible Participant prior to the

                                       10
date  this  Plan  is  amended,  modified  or  terminated  will  remain in effect
according to its terms unless otherwise agreed upon by the Eligible Participant;
provided,  however,  that  this  sentence  shall  not  impair  the  right of the
Committee  to  take  whatever  action  it  deems appropriate under Section 11 or
Section

15.  The  termination  or  any modification or amendment of this Plan shall not,
without the consent of a Eligible Participant, affect his rights under an Option
or  other  Stock  Award  previously  granted  to  him.

                     SECTION 17. EFFECTIVE DATE OF THIS PLAN

17.1     Effective Date. This Plan is effective as of NOVEMBER 27, 2001 the date
it  was  adopted  by  the  Board  of  Directors  of  the  Company.

17.2     Duration  of  this  Plan.  This  Plan  shall  terminate  at midnight on
NOVEMBER  26,  2005,  which  is  the  day  before  the  fifth anniversary of the
Effective  Date,  and  may be extended thereafter or terminated prior thereto by
action  of the Board of Directors; and no Option or Stock Award shall be granted
after such termination. Options and Stock Awards outstanding at the time of this
Plan  termination  may continue to be exercised, or become free of restrictions,
in  accordance  with  their  terms.

                         SECTION 18. BURDEN AND BENEFIT

The  terms and provisions of this Plan shall be binding upon, and shall inure to
the  benefit  of,  each  Eligible Participant, his executives or administrators,
heirs,  and  personal  and  legal  representatives.

Dated  -  June  12,  2002

MarketCentral.net  Corp.  Inc.

By:/s/Paul  Taylor,
      Paul  Taylor,  Chairman

                                       11
GRANT OF OPTION PURSUANT TO THE
                 MARKETCENTRAL.NET CORP. 2002 STOCK OPTION PLAN
                                  2nd Amendment

MarketCentral.net  Corp. Inc, a Texas corporation (the "Company"), hereby grants
to  ____________________  ("Optionee")  an Option to purchase ________ shares of
common  stock,  $.001  par  value  (the "Shares") of the Company at the purchase
price  of $________ per share, 50% OF THE PREVIOUS DAY AVERAGE CLOSING PRICE,
(the  "Purchase  Price"),  in  accordance  with  and  subject  to  the terms and
conditions  of  the  MarketCentral.net  Corp. 2002 Stock Plan (the "Plan"). This
option  is  exercisable  in  whole  or  in  part,  and  upon  payment in cash or
cancellation  of fees, or other form of payment acceptable to the Company at the
offices  of  the Company. This Grant of Option supersedes and replaces any prior
notice  of  option  grant,  description  of  vesting  terms or similar documents
previously  delivered  to Optionee for options granted on the date stated below.

Unless  otherwise  set  forth in a separate written agreement, in the event that
Optionee's  employee  or  consultant  status  with  the  Company  or  any of its
subsidiaries  ceases or terminates for any reason whatsoever, including, but not
limited  to,  death,  disability,  or  voluntary  or  involuntary  cessation  or
termination, this Grant of Option shall terminate with respect to any portion of
this  Grant  of  Option  that  has  not vested prior to the date of cessation or
termination  of  employee  or  consultant  status,  as  determined  in  the sole
discretion  of the Company. In the event of termination for cause, this Grant of
Option  shall  immediately  terminate  in  full with respect to any un-exercised
options,  and  any  vested but un-exercised options shall immediately expire and
may  not  be  exercised.  Unless  otherwise  set  forth  in  a  separate written
agreement, vested options must be exercised within five (5) years after the date
of  termination  (other than for cause), notwithstanding the Expiration Date set
forth  below.

Subject to the preceding paragraph, this Grant of Option, or any portion hereof,
may  be  exercised only to the extent vested per the attached schedule, and must
be exercised by Optionee no later than November 26, 2005 (the "Expiration Date")
by  (i)  notice in writing, signed by Optionee; and (ii) payment of the Purchase
Price pursuant to the terms of this Grant of Option and the Plan. Any portion of
this  Grant  of  Option  that  is not exercised on or before the Expiration Date
shall  lapse. The notice must refer to this Grant of Option, and it must specify
the  number  of  shares being purchased, and recite the consideration being paid
therefore.  Notice  shall  be  deemed  given  on the date on which the notice is
received  by  the  Company.

This  Option  shall  be  considered validly exercised once payment therefore has
cleared  the banking system or the Company has issued a credit memo for services
in  the  appropriate  amount,  or receives a duly executed acceptable promissory
note,  if  the  Option  is  granted  with  deferred payment, and the Company has
received  written notice of such exercise. If payment is not received within two
business  days  after  the date the notice is received, the Company may deem the
notice  to  be  invalid.

If  Optionee  fails  to  exercise  this  Option in accordance with this Grant of
Option,  then this Grant of Option shall terminate and have no force and effect,
in  which  event  the Company and Optionee shall have no liability to each other

                                       12
with respect to this Grant of Option. This Option may be executed simultaneously
in  two or more counterparts, each of which shall be deemed an original, but all
of  which  together  shall  constitute  one  and  the  same  instrument.

The  validity,  construction and enforceability of this Grant of Option shall be
construed  under and governed by the laws of the State of Texas, without regards
to  its  rules  concerning conflicts of laws, and any and all actions brought to
enforce  this Grant of Option or resolve any controversy, breach or disagreement
relative  hereto  shall  only  be  brought  in a court of competent jurisdiction
within  the  State  of  Texas.

The shares of common stock issuable upon exercise of the Option (the "Underlying
Shares")  may  not  be sold, exchanged, assigned, transferred or permitted to be
transferred,  whether  voluntarily,  involuntarily  or  by  operation  of  law,
delivered,  encumbered,  discounted, pledged, hypothecated or otherwise disposed
of  until (i) the Underlying Shares have been registered with the Securities and
Exchange Commission pursuant to an effective registration statement on Form S-8,
or  such  other form as may be appropriate, in the discretion of the Company; or
(ii)  an  Opinion  of  Counsel,  satisfactory to the Company, has been received,
which  opinion sets forth the basis and availability of any exemption for resale
or  transfer  from  federal  or  state  securities  registration  requirements.

This  Grant  of  Option relates to options granted on ___________________, 2002.

MarketCentral.net  Corp.  Inc.

BY  THE  BOARD  OF  DIRECTORS
OR  A  SPECIAL  COMMITTEE  THEREOF

               BY: ______________________________________________

                 OPTIONEE:______________________________________

                                       13
GRANT OF OPTION PURSUANT TO THE MARKETCENTRAL.NET CORP.
                     2002 STOCK OPTION PLAN, 2ND AMENDMENT.

OPTIONEE:     ________________

OPTIONS  GRANTED:  ____________  Shares

PURCHASE  PRICE:  $  0.___  per  Share, (no less than 50% of the previous day
Average  Closing  Price)

DATE  OF  GRANT:     _________________,  2002

EXERCISE  PERIOD:     ______________,  2002  to  _____________________,  2005

VESTING  SCHEDULE:  OPTION  ON  ____________________,  2002

 #SHARES     DATE  VESTED
     (ASSUMING  CONTINUED  EMPLOYMENT,  ETC.)

__________     ___________

__________     ___________

__________     ___________

__________     ___________

__________     ___________

EXERCISED  TO  DATE  INCLUDING  THIS  EXERCISE:  ____________________

BALANCE  TO  BE  EXERCISED:  __________________

                                       14
NOTICE  OF  EXERCISE
(TO  BE  SIGNED  ONLY  UPON  EXERCISE  OF  THE  OPTION)

TO:     MarketCentral.net  Corp.  ("Optionor")

     The  undersigned,  the  holder  of  the  Option  described  above,  hereby
irrevocably  elects  to  exercise the purchase rights represented by such Option
for,  and  to purchase thereunder, ________________________ shares of the Common
Stock  of  MarketCentral.net  Corp.,  and  herewith  makes  payment  of
___________________________  therefore.  Optionee requests that the certificates
for  such  shares be issued in the name of Optionee and be delivered to Optionee
at  the address of _____________________________________________________, and if
such  shares  shall  not  be all of the shares purchasable hereunder, represents
that  a  new Notice of Exercise of like tenor for the appropriate balance of the
shares,  or a portion thereof, purchasable under the Grant of Option pursuant to
the  MarketCentral.net  Corp.  2002  Stock Option Plan, be delivered to Optionor
when  and  as  appropriate.

OPTIONEE:

By:___________________________________        __________________________
                                                                            Date

                                       15