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.)

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


                            CONSULTING AGREEMENTS (3)
                              (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)

                                  July 20, 2001

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of Securities to.  Amount to be    Proposed    Proposed   Amount of
be Registered . . . . .  Registered      Maximum     Maximum    Registration
                         Offering        Aggregate   Fee
                         Price per Unit  Offering
                         Price
--------------------------------------------------------------------------------
0.001 par value. . . .   1,400,000       $     0.08  $ 112,000  $       29.57
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, July 19, 2001, average close,
discounted by 50%.

                                        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 is the Consulting Agreement for services.
Receipt of the Securities covered by this Registration Statement will be treated
as  the  equivalent  of  cash  received  for  services  as  ordinary income. The
Securities  are  issued  in  compensation  for services at the rate of $0.08 per
share  per  $0.08  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  July  20,  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 CHARLES VAN MUSSCHER AND ISSUER
--------------------------------------------------------------------------------

                                        4


     MarketCentral.net
     6401  South  Boston  Street
     Englewood
     Colorado  80111
     Tele  (720)  489  1315
     Fax  (720)  489  9485

                                          Paul Taylor   direct line 720 489 9041
                                             Email  paultaylor@marketcentral.net
   WEDNESDAY,  JULY  18,  2001
     Charles  van  Musscher
     Robert-Koch-Strasse  16
     82031  Gruenwald,  Germany

                            RE: ENGAGEMENT AGREEMENT
     Between
     MARKETCENTRAL.NET  CORP.
     (Referred  to  as  Company  )
     6401  South  Boston  Street
     Englewood,  CO  80111

     And

     CHARLES  VAN  MUSSCHER
      (Referred  to  as  Consultant  )
     Robert-Koch-Strasse  16
     82031  Gruenwald,  Germany

     WHEREAS,  The  Company  desires  to  engage  the services of Consultant and
Consultant  will  use  his best efforts to provide the following services to the
Company:  and

     NOW  THEREFORE,  in  consideration of the foregoing and the mutual promises
herein  set  forth,  the  parties  hereto, intending to be legally bound, hereby
agree  as  follows:

              1. SERVICES.   Services shall include the following:

a)  Assist  the  Company  in  its  ongoing  Public  Relations  efforts in Europe
including  but  not  limited  to  arranging  follow-up  meetings with investors,
brokers  and  other parties similarly involved as well as journalists interviews
so as to enhance the image of the Company with the European financial community.

b)     Arrange a two-day, three-city road show presentation with representatives
of  the  Company  in  Germany.

                                        5


c)     Evaluating  and  consulting the Company concerning any European financing
proposals,  strategic  relationships, joint ventures, and business opportunities
the  Company  may  receive.

d)     Acting  as  the  liaison  for  the Company with the Specialist in Germany
concerning  the  Company  s  German  listing.

2.     COMPENSATION.  Consultant  s remuneration for the above services outlined
will  be  as follows: $75,000 USD or approximately 500,000 shares. If shares are
issued  in  lieu  of  cash,  then  shares  are  to  be  DTC  to:

     Global  Capital  Securities  Corp.
     6300  S.  Syracuse  Way,  Suite  645
     Englewood,  CO  80111
     DTC#  0331   Fiserv  Correspondent  Services
     FBO:  Global  Capital  Securities  Corp.
     FFC:  Charles  van  Musscher
     Acct  #  81734935

3.     TERM.  The term of this Agreement shall be for a period of six (6) months
from  the  date  of  execution  but may be terminated by the Company at any time
within 90 days from the execution of this agreement and for any reason effective
three  (3)  days  after  delivery  of  written  notice  of  termination  by  the
terminating  party.


4.  FINDERS  FEE.  Consultant represents that it is not a licensed broker-dealer
and  will not structure or negotiate the terms of any financing that the Company
may  be offered or pursue as a result of being introduced to any of Consultant s
SOURCES.  The  Company  does  represent  and  agree,  however,  that  it will be
responsible  for  the payment to Consultant of a finder s fee equal to 5% of the
gross  proceeds  of  any financing raised through one of Consultant s introduced
SOURCES.  The Company agrees that the 5% finder s fee shall be paid directly out
of  escrow upon funding if an escrow agent is used, otherwise, the Company shall
pay  Consultant  immediately  upon  funding.


5.  INDEMNIFICATION.   The  Company agrees to indemnify and hold Consultant, its
attorneys  and  all of its officers, directors, employees, affiliates and agents
harmless  from  and  against  any  and  all manner of actions, causes of action,
claims,  demands,  costs, damages, liabilities, losses, obligations and expenses
(including  actual  attorney's  fees)  arising  or  resulting from or related to
Consultant's performance of the services pursuant hereunder, unless they are due
to  breach  of  this  agreement  or  gross  negligence  or willful misconduct of
Consultant.  Consultant  agrees to indemnify and hold the Company, its attorneys
and  all  of  its officers, directors, employees, affiliates and agents harmless
from  and  against  any  and  all  manner  of actions, causes of action, claims,
demands,  costs,  damages,  liabilities,  losses,  obligations  and  expenses
(including  actual  attorney's  fees)  arising  or  resulting from or related to
Consultant's performance of the services pursuant hereunder, unless they are due
to  misrepresentations  or  breach  of  this  agreement  by  the  Company.

                                        6


6.  LAW,  FORUM  AND  JURISDICTION.  This  agreement  shall  be  construed  and
interpreted  in  accordance  with  the laws of the State of Florida. The parties
agree  that  any  dispute arising under or with respect to or in connection with
this  agreement,  whether during the term of this agreement or at any subsequent
time,  shall  be  resolved  fully  and  exclusively  by  binding  arbitration in
accordance  with  the commercial rules then in force of the American Arbitration
Association  and  the  proceedings  taking  place  in  Jacksonville,  Florida.

7.  ATTORNEY'S  FEES.  In  the  event  that  any  party institutes any action to
enforce  this Agreement or to secure relief from any default hereunder or breach
hereof,  the  prevailing  party  shall  be  entitled  to  reimbursement from the
non-prevailing  party  for  all  costs,  including  reasonable  attorney's fees,
incurred  in  connection  therewith  and in enforcing or collecting any judgment
rendered  therein.

8.  CONFIDENTIALITY.  The  Company  and  Consultant  agree that unless and until
mutually  agreed  upon,  they  and  their  representatives  will  hold in strict
confidence  all data and information obtained with respect to the other party or
any  subsidiary  thereof from any representative, officer, director or employee,
or  from  any books or records or from personal inspection, of such other party,
and  shall  not  use  such  data  or information or disclose the same to others,
except:

(i)  to  the extent such data or information are a matter of public knowledge or
are  required  by  law  to  be  published;  and,

(ii)  to  the  extent that such data or information must be used or disclosed in
order  to  consummate  the  transactions  contemplated  by  this  Agreement.

9.  ENTIRE AGREEMENT. This Agreement represents the entire agreement between the
parties hereto relating to the subject matter hereof. This agreement alone fully
and  completely  expresses  the agreement of the parties relating to the subject
matter  hereof  and  there  are  no  other  courses  of dealing, understandings,
agreements,  representations or warranties, written or oral, except as set forth
herein.  This  Agreement  may  not  be  amended or modified, except by a written
agreement  signed  by  all  parties  hereto.  This  agreement may be executed in
multiple  counterparts,  each  of  which  shall be deemed an original and all of
which  taken  together  shall  be  but  a  single  instrument.

Wherefore,  the  parties  have  executed  this  Agreement  this  July  20, 2001.


CHARLES  VAN  MUSSCHER                                       MARKETCENTRAL.NET
CORP.

By:  /s/  Charles  van  Musscher                    By:  /s/  Paul  Taylor
Charles  van  Musscher                                        Paul  Taylor
                                                              CEO

                                        7


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

           CONSULTING AGREEMENT BETWEEN MICHAEL P. WILLIAMS AND ISSUER
--------------------------------------------------------------------------------

                                        8


                              CONSULTING AGREEMENT


THIS  CONSULTING  AGREEMENT  ( Agreement ) is made and entered into this Monday,
July  16,  2001,  effective  as  of Friday, July 20, 2001(the  Effective Date ),
between  MarketCentral.net,  a Texas corporation (the  Company ), and Michael P.
Williams  (  Consultant  ).

     For and in consideration of the mutual covenants contained herein and other
good  and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,  the  parties  agree  as  follows:

1.          TERM AND TERMINATION. This Agreement shall commence on the Effective
Date  and  shall continue for a period of six months thereafter (the termination
date  being  referred  to as the  Expiration Date ) unless earlier terminated by
either  party  for  any  reason upon not less than ten days  notice given to the
other party. Notwithstanding any such termination, expense reimbursement payable
to  Consultant  by  the  Company  as  provided  herein shall be paid promptly in
accordance  with  this  Agreement.

2.          SERVICES  AND  RECORDS. The Company hereby engages the Consultant to
provide  Internet  Protocol  Interface  Programming  Services ( the  Services  )
Consultant  accepts  such  engagement  and agrees to timely perform the Services
fully,  faithfully and in a professional manner. The scope of the Services shall
be  defined  by  the Company and shall be performed within the time frame agreed
upon  between  the  Company  and  Consultant.  Electronic mail shall serve as an
acceptable  form  to authorize specific tasks. Consultant agrees to be available
to  perform the Services as reasonably required by the Company. Consultant shall
perform  the  Services  in  full  compliance with all applicable laws, rules and
regulations.

3.          COMPENSATION.  In  consideration  of performance of future Services,
the  Company  agrees  to remunerate the Consultant with 750,000 shares of common
stock.  The  stock  will  be  held in physical for, by the Company until certain
payment  watermarks  of  the  Consultancy  have  been  met.

4.          REIMBURSEMENT  FOR  EXPENSES. The Company shall reimburse Consultant
for all pre-approved reasonable out of pocket expenses incurred by Consultant in
the  performance of Consultant's duties. Expenses shall not include Consultant s
overhead  such  as  rent,  telephone,  salaries  and  other  operating expenses.
Consultant will maintain such records and written receipts as may be required by
the  Company  to  substantiate  such  expenses.

5.          CORPORATE  OPPORTUNITY.  Consultant acknowledges and agrees that any
actual or potential opportunity within the area of interest of the Company which
comes  to  its  attention at any time during the term of this Agreement shall be
made  available  to  the  Company.

6.          NONCOMPETITION  AND  NONSOLICITATION. Consultant agrees that he will
not,  directly  or indirectly, (i) engage in or become financially interested in
any  business  which competes with the business of the Company or any subsidiary
or affiliate of the Company, or (ii) induce or attempt to induce any employee of

                                        9


the  Company  or of any subsidiary or affiliate of the Company to terminate such
employment,  in  all cases during the term of this Agreement and for a period of
two  years thereafter. Consultant acknowledges and agrees that the terms of this
Section 6 are fair and equitable in all respects and are reasonably necessary to
protect  the  business  and  goodwill  of  the  Company.

7.          CONFIDENTIAL  INFORMATION.  Consultant agrees that during the entire
term of this Agreement and at all times thereafter, any confidential information
or  trade  secrets  ( Confidential Information ) owned or used by the Company or
any  subsidiary  or  affiliate  of the Company of which Consultant shall acquire
knowledge  shall be considered and kept by Consultant as the private, privileged
and  proprietary  records  of the Company and will not be divulged to or used by
any person except on the direct authority of the Company. Consultant agrees that
the  Company shall be entitled, with or without notice, to temporary restraining
orders  and  preliminary  and  permanent  injunctions  restraining and enjoining
Consultant,  any persons acting in concert with Consultant and any other persons
having or proposed to have the use or benefit of Confidential Information or for
any  other  breach  of  either  Section 6 or Section 7. Confidential Information
includes, without limitation, all documentation and other tangible or intangible
discoveries,  ideas,  concepts,  software,  designs,  drawings,  specifications,
techniques,  models,  information,  source  code,  object  code,  diagrams, flow
charts,  procedures,  know-how,  financial  statements  and  other  financial
information,  customer  and  supplier  lists,  tax  records,  personnel records,
accounting  procedures  and  other  business  records  and  information, whether
similar  or  dissimilar to the foregoing. Confidential Information also includes
any  information  described  above which the Company obtains from another person
which  the  Company treats or designates as proprietary or confidential, whether
or  not  owned  or  developed  by  the  Company.

8.          ARBITRATION.  Except as provided in Section 7 above, in the event of
any  differences,  claims or disputed matters between the parties hereto arising
out  of  this  Agreement or connected herewith, the parties agree to submit such
matters  to arbitration by the American Arbitration Association or its successor
in  the Denver, Colorado, metropolitan area. Either party can invoke arbitration
upon  ten  days  notice  to the other party. The determination of the arbitrator
shall  be  final  and  absolute.  The  arbitrator  shall be governed by the duly
promulgated rules and regulations of the American Arbitration Association or its
successor,  and  the  pertinent provisions of the laws of the State of Colorado,
relating  to  arbitration.  The  decision  of the arbitrator may be entered in a
judgment  in  any court of the State of Texas or elsewhere. The arbitrator shall
not  have  the  power  to  award  consequential  or  exemplary  damages.

9.          INDEMNIFICATION.  To  the full extent allowed by law, the Consultant
shall fully protect, defend, indemnify and hold the Company harmless against and
from  any  and  all  claims,  losses,  damages,  judgments,  expenses  or costs,
including attorneys  fees and costs of investigation, incurred by it or to which
it  may  become  subject,  resulting  from  breach  of any term, representation,
provision  or  condition  of  this  Agreement.

10.          MISCELLANEOUS.  (i)  This Agreement sets forth the understanding of
the  parties  and  supersedes  all  prior  written  or  oral  understandings and
agreements  and may be modified only by a writing signed by all parties; (ii) No
party  shall  have  the  right  to

                                       10


assign  all  or  any  portion  of  its  rights, duties or obligations under this
Agreement  to  any  other  person.  Subject  to  the  foregoing,  all  terms and
provisions  of  this Agreement shall be binding upon and inure to the benefit of
and  be  enforceable  by  the  heirs,  personal  representatives, successors and
assigns  of  the  parties  hereto; (iii) This Agreement shall be governed by and
construed  in  accordance  with the laws of the State of Texas without regard to
the conflict of laws provisions thereof; (iv) The failure of any party to insist
in any one or more instances upon performance of any terms or conditions of this
Agreement  shall  not  be construed as a waiver of future performance of such or
any  other  term,  covenant or condition; (v) In the event any party takes legal
action  against any other party in order to enforce the terms of this Agreement,
the party in whose favor a final judgment or order is rendered shall be entitled
to  recover  from the other party its reasonable attorneys' fees and costs to be
fixed by the court or arbitrator which renders such judgment or order. Such fees
and costs shall include those incurred in connection with any appeal or appeals;
(vi)  Should any term or condition of this Agreement be determined by a court of
competent jurisdiction to be void or unenforceable, all other provisions of this
Agreement  shall remain in full force and effect; and (vii) All notices required
hereunder shall be deemed to have been given when in writing upon the earlier of
personal  delivery  by  courier,  facsimile or other receipted delivery or three
days  following  deposit  in  the United States mails by certified or registered
mail,  postage prepaid, to the party at the addresses set forth below. Any party
hereto,  by  notice duly given, may change the address for the giving of notice.

11.          LEGAL  COUNSEL.  Consultant acknowledges that legal counsel for the
Company  has  prepared this Agreement; that such counsel does not, and will not,
represent  Consultant  in  connection  with  this  Agreement  and  any  and  all
transactions  contemplated hereby; and that Consultant has been urged to consult
with  its  own  legal  counsel.

12.          REMEDIES  NOT  EXCLUSIVE. The remedies provided herein are not, and
shall  not  be,  exclusive  but  shall be cumulative with and in addition to any
other  remedy,  which  may be available to any party hereto at law or in equity,
including,  but  not  by  way  of  limitation,  damages  for  any breach hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set  forth  above.

MARKETCENTRAL.NET  INC
A  TEXAS  CORPORATION


By:  /s/  Paul  Taylor
Title:     President
Addr:     6401  South  Boston  St
     Englewood,  CO  80111



By:  /s/  Michael  P.  Williams
Name:  Michael  P.  Williams
Title:   Consultant

                                       11


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

              CONSULTING AGREEMENT BETWEEN TOM RICHFIELD AND ISSUER
--------------------------------------------------------------------------------

                                       12


                              CONSULTING AGREEMENT

Introduction.  This  Agreement  is  made and entered into this 11th day of July,
2001,  by  and between Tom Richfield ( Consultant ), and MarketCentral.net Corp.
having  its  principal place of business at 6401 S. Boston St., Q205, Englewood,
CO  80111  (  Client  ).

Description  of  Services.  During  the  term of this Agreement, Consultant will
diligently  use  best efforts to provide consulting services related to Internet
Service  Provider  Merger and Acquisition Candidates, Due Diligence of ISP s and
general  M/A  consultation  for  Client,  as  decided  upon  by  the  Client.

Term  of  Agreement.  Consultant  shall  be retained on an exclusive basis for a
term  of  twelve  (12)  months,  commencing  on  the  date  hereof.

Where  Services Are to Be Performed.  Consultant's services will be performed at
Consultant  s  facilities  or  such  other places that are deemed appropriate by
Consultant.

Compensation.  Client  will  pay  150,000  shares  of  MKTS  common  stock  as a
consulting  fee.  The  compensation  shall  be  due  with  the execution of this
Agreement.

Reimbursement of  Expenses.  Client will reimburse Consultant for all authorized
expenses  incurred  by  Consultant  required  in connection with this Agreement.
Reimbursement  of  expenses  shall  be  made on the basis of itemized statements
submitted  by  Consultant  and  including,  whenever  possible,  actual  bills,
receipts,  or  other  evidence  of expenditures.  Payment is due within ten (10)
days  after  delivery  of  statements  to  Client.

Consultant  an  Independent  Contractor.  Consultant  will  furnish Consultant's
services  as  an  independent contractor and not as an employee of Client, or of
any company affiliated with Client.  Consultant has no power or authority to act
for,  represent,  or  bind  Client, or any company affiliated with Client in any
manner.  Consultant  is  not  entitled  to any medical coverage, life insurance,
participation  in  Client's savings plan, or other benefits afforded to Client's
regular  employees,  or  those  of  any  of  Client  s  affiliated  companies.


Confidential  Information,  Trade Secrets and Inventions.  Consultant will treat
as  proprietary and confidential any Confidential Information, Trade Secrets and
Inventions,  belonging to Client, or affiliated companies, or any third parties,
disclosed to Consultant in the course of Consultant's services.  For purposes of
this  Agreement,  "Confidential Information, Trade Secrets and Inventions" means
all  information, processes, process parameters, methods, practices, techniques,
plans, computer programs and related documentation, customer lists, price lists,
supplier  lists,  marketing plans, advertising materials, financial information,
and  all other compilations of information which relate, directly or indirectly,
to  the  business  and/or  operations  of  Client  and/or  which  have  not been
intentionally  disclosed  by Client to the general public, and/or which may give
the Client an opportunity to obtain an advantage over other competitors, persons
or  parties,  regardless  of  the  source  from,  or  method  or manner by which
Consultant  may  have  acquired  same.

                                       13


Inside  Information  --  Securities  Laws  Violations.  In  the  course  of  the
performance  of Consultant's duties, it is expected that Consultant will receive
information  that  is  considered material inside information within the meaning
and  intent  of  the  U.S.  federal  securities  laws,  rules,  and regulations.
Consultant  will  not  disclose  this  information directly or indirectly to any
third  party,  nor  will Consultant provide advice to any other party concerning
any  decision  to  buy,  sell,  or otherwise deal in securities of the Client or
those of any of Client's affiliated companies falling within the jurisdiction of
U.S.  securities  laws.

Warranty  That  Agreement  Does  Not  Contemplate  Corrupt Practices-Domestic or
Foreign.  Consultant  represents  and  warrants that (a) all payments under this
Agreement  constitute compensation for services performed and (b) this Agreement
and  all  payments,  and the use of the payments by Consultant, do not and shall
not constitute an offer, payment, or promise, or authorization of payment of any
money  or  gift to an official or political party of, or candidate for political
office in, any jurisdiction within or outside the United States.  These payments
may  not  be  used  to  influence  any act or decision of an official, party, or
candidate  in  his,  her,  or its official capacity, or to induce such official,
party,  or  candidate  to  use  his,  her, or its influence with a government to
affect  or  influence any act or decision of such government to assist Client in
obtaining,  retaining,  or  directing business to Client, or any person or other
corporate  entity.  As  used  in  this  Paragraph, the term "official" means any
officer  or  employee  of  a  government,  or  any  person acting in an official
capacity  for or on behalf of any government; the term "government" includes any
department,  agency,  or  instrumentality  of  a  government.

General  Provisions.

     Successors  and  Assigns.  This  Agreement  is  intended  to benefit and is
binding  on  (i) the successors and assigns of Consultant and (ii) the heirs and
legal  successors  of  Client.

     Governing  Law.  This  Agreement  shall be construed in accordance with and
governed  by the laws of the State of Texas and shall be enforceable only in any
U.S.  District  Court  of Texas in spite of the fact that Consultant may perform
services  hereunder  in  various  jurisdictions.

     Separate  Enforcement  of  Provisions.  If  for  any  reason a part of this
Agreement  is unenforceable, the remainder of the Agreement shall be enforced to
the  extent  possible.

     Modification  of Agreement.  This Agreement may only be modified in writing
signed  by  both  the  (i)  Client  and  (ii)  the  Consultant.

     Effective  Date.  Regardless  of  when  executed,  the  parties  expressly
acknowledge  and  agree this Agreement is deemed to be effective on the date set
forth  in  the  first  paragraph  of  this  Agreement.

     Entire  Document.  This Agreement constitutes the sole and entire agreement
among  the  parties  with  respect to the subject matter hereof and replaces and
supersedes  any and all prior understandings and agreements between the parties,
whether  oral  or  written,  express  or  implied.

                                       14


     Indemnity.  Each  party  hereby  expressly agrees to indemnify and hold the
other  party,  its  officers, directors, agents and employees, harmless from and
against  any  and  all  losses,  costs,  damages,  claims  or  liabilities,  of
what-soever nature, including, without limitation, attorneys' fees, arising from
(i)  any  breach of this Agreement or (ii) the fact that any representation made
herein  by Client was false or misleading when made.  Client shall indemnify and
hold  Consultant  harmless  from  any claims arising from the services performed
hereunder,  or  any  portion  thereof.

     Arbitration.  Any  controversy  or claim arising out of or relating to this
Agreement,  or the breach thereof, shall be resolved by binding and specifically
enforceable  arbitration  in accordance with the Commercial Arbitration Rules of
the  American  Arbitration  Association, and judgment upon the award rendered by
the  arbitrator  may  be  entered in any court having jurisdiction thereof.  Any
arbitration  hereunder  shall be held only in Englewood, CO and enforced only in
the  state  district  court  situated  therein.  No  appeals shall be permitted.

     Execution  of  Agreement.  This  Agreement  shall  be  deemed  to have been
executed  in  Englewood,  CO.


Consultant:     TOM  RICHFIELD
By:/s/  Tom  Richfield
        Tom  Richfield

Client:  MarketCentral.net  Corp.
By:/s/  Paul  Taylor
       Paul  Taylor

                                       15


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

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

                                       16


                                 LAW OFFICES OF
                                 William Stocker
                      34700  Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                      phone  (949)  248-9561 fax (949) 248-1688


                                  July 20, 2001
To  the  President  and  the
Board  of  Directors
MarketCentral.net  Corp.
6401  South  Boston  Street
Englewood  CO  80111     re:  Opinion  of  Special  Counsel

     Dear  Gentlemen:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on Form S-8 to compensate consultants in the amount of $112,000 in
the  form  of  1,400,000  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 $0.08 per share for
$0.08  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

                                       17
[{"type": "S-8", "sequence": "1", "filename": "r01s8.txt", "secsgml_size_bytes": 37570}]
{"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": "333-65524", "film-number": "1685238"}, "business-address": {"street1": "300 MERCER ST SUITE 26J", "street2": "STE 46", "city": "NEW YORK", "state": "NY", "zip": "10003", "phone": "9492489561"}, "mail-address": {"street1": "300 MERCER STREET SUITE 26J", "street2": "STE 46", "city": "NEW YORK", "state": "NY", "zip": "10003"}, "former-company": {"former-conformed-name": "ALL AMERICAN CONSULTANT AIRCRAFT INC", "date-changed": "19990210"}}
SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                                    formerly

                     ALL AMERICAN CONSULTANT AIRCRAFT, INC.

                          GREAT AMERICAN LEASING, INC.

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

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

                            CONSULTING AGREEMENTS (3)
                              (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)

                                  July 20, 2001

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of Securities to.  Amount to be    Proposed    Proposed   Amount of
be Registered . . . . .  Registered      Maximum     Maximum    Registration
                         Offering        Aggregate   Fee
                         Price per Unit  Offering
                         Price
--------------------------------------------------------------------------------
0.001 par value. . . .   1,400,000       $     0.08  $ 112,000  $       29.57
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, July 19, 2001, average close,
discounted by 50%.

                                        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 is the Consulting Agreement for services.
Receipt of the Securities covered by this Registration Statement will be treated
as  the  equivalent  of  cash  received  for  services  as  ordinary income. The
Securities  are  issued  in  compensation  for services at the rate of $0.08 per
share  per  $0.08  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  July  20,  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 CHARLES VAN MUSSCHER AND ISSUER
--------------------------------------------------------------------------------

                                        4

     MarketCentral.net
     6401  South  Boston  Street
     Englewood
     Colorado  80111
     Tele  (720)  489  1315
     Fax  (720)  489  9485

                                          Paul Taylor   direct line 720 489 9041
                                             Email  paultaylor@marketcentral.net
   WEDNESDAY,  JULY  18,  2001
     Charles  van  Musscher
     Robert-Koch-Strasse  16
     82031  Gruenwald,  Germany

                            RE: ENGAGEMENT AGREEMENT
     Between
     MARKETCENTRAL.NET  CORP.
     (Referred  to  as  Company  )
     6401  South  Boston  Street
     Englewood,  CO  80111

     And

     CHARLES  VAN  MUSSCHER
      (Referred  to  as  Consultant  )
     Robert-Koch-Strasse  16
     82031  Gruenwald,  Germany

     WHEREAS,  The  Company  desires  to  engage  the services of Consultant and
Consultant  will  use  his best efforts to provide the following services to the
Company:  and

     NOW  THEREFORE,  in  consideration of the foregoing and the mutual promises
herein  set  forth,  the  parties  hereto, intending to be legally bound, hereby
agree  as  follows:

              1. SERVICES.   Services shall include the following:

a)  Assist  the  Company  in  its  ongoing  Public  Relations  efforts in Europe
including  but  not  limited  to  arranging  follow-up  meetings with investors,
brokers  and  other parties similarly involved as well as journalists interviews
so as to enhance the image of the Company with the European financial community.

b)     Arrange a two-day, three-city road show presentation with representatives
of  the  Company  in  Germany.

                                        5

c)     Evaluating  and  consulting the Company concerning any European financing
proposals,  strategic  relationships, joint ventures, and business opportunities
the  Company  may  receive.

d)     Acting  as  the  liaison  for  the Company with the Specialist in Germany
concerning  the  Company  s  German  listing.

2.     COMPENSATION.  Consultant  s remuneration for the above services outlined
will  be  as follows: $75,000 USD or approximately 500,000 shares. If shares are
issued  in  lieu  of  cash,  then  shares  are  to  be  DTC  to:

     Global  Capital  Securities  Corp.
     6300  S.  Syracuse  Way,  Suite  645
     Englewood,  CO  80111
     DTC#  0331   Fiserv  Correspondent  Services
     FBO:  Global  Capital  Securities  Corp.
     FFC:  Charles  van  Musscher
     Acct  #  81734935

3.     TERM.  The term of this Agreement shall be for a period of six (6) months
from  the  date  of  execution  but may be terminated by the Company at any time
within 90 days from the execution of this agreement and for any reason effective
three  (3)  days  after  delivery  of  written  notice  of  termination  by  the
terminating  party.

4.  FINDERS  FEE.  Consultant represents that it is not a licensed broker-dealer
and  will not structure or negotiate the terms of any financing that the Company
may  be offered or pursue as a result of being introduced to any of Consultant s
SOURCES.  The  Company  does  represent  and  agree,  however,  that  it will be
responsible  for  the payment to Consultant of a finder s fee equal to 5% of the
gross  proceeds  of  any financing raised through one of Consultant s introduced
SOURCES.  The Company agrees that the 5% finder s fee shall be paid directly out
of  escrow upon funding if an escrow agent is used, otherwise, the Company shall
pay  Consultant  immediately  upon  funding.

5.  INDEMNIFICATION.   The  Company agrees to indemnify and hold Consultant, its
attorneys  and  all of its officers, directors, employees, affiliates and agents
harmless  from  and  against  any  and  all manner of actions, causes of action,
claims,  demands,  costs, damages, liabilities, losses, obligations and expenses
(including  actual  attorney's  fees)  arising  or  resulting from or related to
Consultant's performance of the services pursuant hereunder, unless they are due
to  breach  of  this  agreement  or  gross  negligence  or willful misconduct of
Consultant.  Consultant  agrees to indemnify and hold the Company, its attorneys
and  all  of  its officers, directors, employees, affiliates and agents harmless
from  and  against  any  and  all  manner  of actions, causes of action, claims,
demands,  costs,  damages,  liabilities,  losses,  obligations  and  expenses
(including  actual  attorney's  fees)  arising  or  resulting from or related to
Consultant's performance of the services pursuant hereunder, unless they are due
to  misrepresentations  or  breach  of  this  agreement  by  the  Company.

                                        6

6.  LAW,  FORUM  AND  JURISDICTION.  This  agreement  shall  be  construed  and
interpreted  in  accordance  with  the laws of the State of Florida. The parties
agree  that  any  dispute arising under or with respect to or in connection with
this  agreement,  whether during the term of this agreement or at any subsequent
time,  shall  be  resolved  fully  and  exclusively  by  binding  arbitration in
accordance  with  the commercial rules then in force of the American Arbitration
Association  and  the  proceedings  taking  place  in  Jacksonville,  Florida.

7.  ATTORNEY'S  FEES.  In  the  event  that  any  party institutes any action to
enforce  this Agreement or to secure relief from any default hereunder or breach
hereof,  the  prevailing  party  shall  be  entitled  to  reimbursement from the
non-prevailing  party  for  all  costs,  including  reasonable  attorney's fees,
incurred  in  connection  therewith  and in enforcing or collecting any judgment
rendered  therein.

8.  CONFIDENTIALITY.  The  Company  and  Consultant  agree that unless and until
mutually  agreed  upon,  they  and  their  representatives  will  hold in strict
confidence  all data and information obtained with respect to the other party or
any  subsidiary  thereof from any representative, officer, director or employee,
or  from  any books or records or from personal inspection, of such other party,
and  shall  not  use  such  data  or information or disclose the same to others,
except:

(i)  to  the extent such data or information are a matter of public knowledge or
are  required  by  law  to  be  published;  and,

(ii)  to  the  extent that such data or information must be used or disclosed in
order  to  consummate  the  transactions  contemplated  by  this  Agreement.

9.  ENTIRE AGREEMENT. This Agreement represents the entire agreement between the
parties hereto relating to the subject matter hereof. This agreement alone fully
and  completely  expresses  the agreement of the parties relating to the subject
matter  hereof  and  there  are  no  other  courses  of dealing, understandings,
agreements,  representations or warranties, written or oral, except as set forth
herein.  This  Agreement  may  not  be  amended or modified, except by a written
agreement  signed  by  all  parties  hereto.  This  agreement may be executed in
multiple  counterparts,  each  of  which  shall be deemed an original and all of
which  taken  together  shall  be  but  a  single  instrument.

Wherefore,  the  parties  have  executed  this  Agreement  this  July  20, 2001.

CHARLES  VAN  MUSSCHER                                       MARKETCENTRAL.NET
CORP.

By:  /s/  Charles  van  Musscher                    By:  /s/  Paul  Taylor
Charles  van  Musscher                                        Paul  Taylor
                                                              CEO

                                        7

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

           CONSULTING AGREEMENT BETWEEN MICHAEL P. WILLIAMS AND ISSUER
--------------------------------------------------------------------------------

                                        8

                              CONSULTING AGREEMENT

THIS  CONSULTING  AGREEMENT  ( Agreement ) is made and entered into this Monday,
July  16,  2001,  effective  as  of Friday, July 20, 2001(the  Effective Date ),
between  MarketCentral.net,  a Texas corporation (the  Company ), and Michael P.
Williams  (  Consultant  ).

     For and in consideration of the mutual covenants contained herein and other
good  and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,  the  parties  agree  as  follows:

1.          TERM AND TERMINATION. This Agreement shall commence on the Effective
Date  and  shall continue for a period of six months thereafter (the termination
date  being  referred  to as the  Expiration Date ) unless earlier terminated by
either  party  for  any  reason upon not less than ten days  notice given to the
other party. Notwithstanding any such termination, expense reimbursement payable
to  Consultant  by  the  Company  as  provided  herein shall be paid promptly in
accordance  with  this  Agreement.

2.          SERVICES  AND  RECORDS. The Company hereby engages the Consultant to
provide  Internet  Protocol  Interface  Programming  Services ( the  Services  )
Consultant  accepts  such  engagement  and agrees to timely perform the Services
fully,  faithfully and in a professional manner. The scope of the Services shall
be  defined  by  the Company and shall be performed within the time frame agreed
upon  between  the  Company  and  Consultant.  Electronic mail shall serve as an
acceptable  form  to authorize specific tasks. Consultant agrees to be available
to  perform the Services as reasonably required by the Company. Consultant shall
perform  the  Services  in  full  compliance with all applicable laws, rules and
regulations.

3.          COMPENSATION.  In  consideration  of performance of future Services,
the  Company  agrees  to remunerate the Consultant with 750,000 shares of common
stock.  The  stock  will  be  held in physical for, by the Company until certain
payment  watermarks  of  the  Consultancy  have  been  met.

4.          REIMBURSEMENT  FOR  EXPENSES. The Company shall reimburse Consultant
for all pre-approved reasonable out of pocket expenses incurred by Consultant in
the  performance of Consultant's duties. Expenses shall not include Consultant s
overhead  such  as  rent,  telephone,  salaries  and  other  operating expenses.
Consultant will maintain such records and written receipts as may be required by
the  Company  to  substantiate  such  expenses.

5.          CORPORATE  OPPORTUNITY.  Consultant acknowledges and agrees that any
actual or potential opportunity within the area of interest of the Company which
comes  to  its  attention at any time during the term of this Agreement shall be
made  available  to  the  Company.

6.          NONCOMPETITION  AND  NONSOLICITATION. Consultant agrees that he will
not,  directly  or indirectly, (i) engage in or become financially interested in
any  business  which competes with the business of the Company or any subsidiary
or affiliate of the Company, or (ii) induce or attempt to induce any employee of

                                        9

the  Company  or of any subsidiary or affiliate of the Company to terminate such
employment,  in  all cases during the term of this Agreement and for a period of
two  years thereafter. Consultant acknowledges and agrees that the terms of this
Section 6 are fair and equitable in all respects and are reasonably necessary to
protect  the  business  and  goodwill  of  the  Company.

7.          CONFIDENTIAL  INFORMATION.  Consultant agrees that during the entire
term of this Agreement and at all times thereafter, any confidential information
or  trade  secrets  ( Confidential Information ) owned or used by the Company or
any  subsidiary  or  affiliate  of the Company of which Consultant shall acquire
knowledge  shall be considered and kept by Consultant as the private, privileged
and  proprietary  records  of the Company and will not be divulged to or used by
any person except on the direct authority of the Company. Consultant agrees that
the  Company shall be entitled, with or without notice, to temporary restraining
orders  and  preliminary  and  permanent  injunctions  restraining and enjoining
Consultant,  any persons acting in concert with Consultant and any other persons
having or proposed to have the use or benefit of Confidential Information or for
any  other  breach  of  either  Section 6 or Section 7. Confidential Information
includes, without limitation, all documentation and other tangible or intangible
discoveries,  ideas,  concepts,  software,  designs,  drawings,  specifications,
techniques,  models,  information,  source  code,  object  code,  diagrams, flow
charts,  procedures,  know-how,  financial  statements  and  other  financial
information,  customer  and  supplier  lists,  tax  records,  personnel records,
accounting  procedures  and  other  business  records  and  information, whether
similar  or  dissimilar to the foregoing. Confidential Information also includes
any  information  described  above which the Company obtains from another person
which  the  Company treats or designates as proprietary or confidential, whether
or  not  owned  or  developed  by  the  Company.

8.          ARBITRATION.  Except as provided in Section 7 above, in the event of
any  differences,  claims or disputed matters between the parties hereto arising
out  of  this  Agreement or connected herewith, the parties agree to submit such
matters  to arbitration by the American Arbitration Association or its successor
in  the Denver, Colorado, metropolitan area. Either party can invoke arbitration
upon  ten  days  notice  to the other party. The determination of the arbitrator
shall  be  final  and  absolute.  The  arbitrator  shall be governed by the duly
promulgated rules and regulations of the American Arbitration Association or its
successor,  and  the  pertinent provisions of the laws of the State of Colorado,
relating  to  arbitration.  The  decision  of the arbitrator may be entered in a
judgment  in  any court of the State of Texas or elsewhere. The arbitrator shall
not  have  the  power  to  award  consequential  or  exemplary  damages.

9.          INDEMNIFICATION.  To  the full extent allowed by law, the Consultant
shall fully protect, defend, indemnify and hold the Company harmless against and
from  any  and  all  claims,  losses,  damages,  judgments,  expenses  or costs,
including attorneys  fees and costs of investigation, incurred by it or to which
it  may  become  subject,  resulting  from  breach  of any term, representation,
provision  or  condition  of  this  Agreement.

10.          MISCELLANEOUS.  (i)  This Agreement sets forth the understanding of
the  parties  and  supersedes  all  prior  written  or  oral  understandings and
agreements  and may be modified only by a writing signed by all parties; (ii) No
party  shall  have  the  right  to

                                       10

assign  all  or  any  portion  of  its  rights, duties or obligations under this
Agreement  to  any  other  person.  Subject  to  the  foregoing,  all  terms and
provisions  of  this Agreement shall be binding upon and inure to the benefit of
and  be  enforceable  by  the  heirs,  personal  representatives, successors and
assigns  of  the  parties  hereto; (iii) This Agreement shall be governed by and
construed  in  accordance  with the laws of the State of Texas without regard to
the conflict of laws provisions thereof; (iv) The failure of any party to insist
in any one or more instances upon performance of any terms or conditions of this
Agreement  shall  not  be construed as a waiver of future performance of such or
any  other  term,  covenant or condition; (v) In the event any party takes legal
action  against any other party in order to enforce the terms of this Agreement,
the party in whose favor a final judgment or order is rendered shall be entitled
to  recover  from the other party its reasonable attorneys' fees and costs to be
fixed by the court or arbitrator which renders such judgment or order. Such fees
and costs shall include those incurred in connection with any appeal or appeals;
(vi)  Should any term or condition of this Agreement be determined by a court of
competent jurisdiction to be void or unenforceable, all other provisions of this
Agreement  shall remain in full force and effect; and (vii) All notices required
hereunder shall be deemed to have been given when in writing upon the earlier of
personal  delivery  by  courier,  facsimile or other receipted delivery or three
days  following  deposit  in  the United States mails by certified or registered
mail,  postage prepaid, to the party at the addresses set forth below. Any party
hereto,  by  notice duly given, may change the address for the giving of notice.

11.          LEGAL  COUNSEL.  Consultant acknowledges that legal counsel for the
Company  has  prepared this Agreement; that such counsel does not, and will not,
represent  Consultant  in  connection  with  this  Agreement  and  any  and  all
transactions  contemplated hereby; and that Consultant has been urged to consult
with  its  own  legal  counsel.

12.          REMEDIES  NOT  EXCLUSIVE. The remedies provided herein are not, and
shall  not  be,  exclusive  but  shall be cumulative with and in addition to any
other  remedy,  which  may be available to any party hereto at law or in equity,
including,  but  not  by  way  of  limitation,  damages  for  any breach hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set  forth  above.

MARKETCENTRAL.NET  INC
A  TEXAS  CORPORATION

By:  /s/  Paul  Taylor
Title:     President
Addr:     6401  South  Boston  St
     Englewood,  CO  80111

By:  /s/  Michael  P.  Williams
Name:  Michael  P.  Williams
Title:   Consultant

                                       11

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

              CONSULTING AGREEMENT BETWEEN TOM RICHFIELD AND ISSUER
--------------------------------------------------------------------------------

                                       12

                              CONSULTING AGREEMENT

Introduction.  This  Agreement  is  made and entered into this 11th day of July,
2001,  by  and between Tom Richfield ( Consultant ), and MarketCentral.net Corp.
having  its  principal place of business at 6401 S. Boston St., Q205, Englewood,
CO  80111  (  Client  ).

Description  of  Services.  During  the  term of this Agreement, Consultant will
diligently  use  best efforts to provide consulting services related to Internet
Service  Provider  Merger and Acquisition Candidates, Due Diligence of ISP s and
general  M/A  consultation  for  Client,  as  decided  upon  by  the  Client.

Term  of  Agreement.  Consultant  shall  be retained on an exclusive basis for a
term  of  twelve  (12)  months,  commencing  on  the  date  hereof.

Where  Services Are to Be Performed.  Consultant's services will be performed at
Consultant  s  facilities  or  such  other places that are deemed appropriate by
Consultant.

Compensation.  Client  will  pay  150,000  shares  of  MKTS  common  stock  as a
consulting  fee.  The  compensation  shall  be  due  with  the execution of this
Agreement.

Reimbursement of  Expenses.  Client will reimburse Consultant for all authorized
expenses  incurred  by  Consultant  required  in connection with this Agreement.
Reimbursement  of  expenses  shall  be  made on the basis of itemized statements
submitted  by  Consultant  and  including,  whenever  possible,  actual  bills,
receipts,  or  other  evidence  of expenditures.  Payment is due within ten (10)
days  after  delivery  of  statements  to  Client.

Consultant  an  Independent  Contractor.  Consultant  will  furnish Consultant's
services  as  an  independent contractor and not as an employee of Client, or of
any company affiliated with Client.  Consultant has no power or authority to act
for,  represent,  or  bind  Client, or any company affiliated with Client in any
manner.  Consultant  is  not  entitled  to any medical coverage, life insurance,
participation  in  Client's savings plan, or other benefits afforded to Client's
regular  employees,  or  those  of  any  of  Client  s  affiliated  companies.

Confidential  Information,  Trade Secrets and Inventions.  Consultant will treat
as  proprietary and confidential any Confidential Information, Trade Secrets and
Inventions,  belonging to Client, or affiliated companies, or any third parties,
disclosed to Consultant in the course of Consultant's services.  For purposes of
this  Agreement,  "Confidential Information, Trade Secrets and Inventions" means
all  information, processes, process parameters, methods, practices, techniques,
plans, computer programs and related documentation, customer lists, price lists,
supplier  lists,  marketing plans, advertising materials, financial information,
and  all other compilations of information which relate, directly or indirectly,
to  the  business  and/or  operations  of  Client  and/or  which  have  not been
intentionally  disclosed  by Client to the general public, and/or which may give
the Client an opportunity to obtain an advantage over other competitors, persons
or  parties,  regardless  of  the  source  from,  or  method  or manner by which
Consultant  may  have  acquired  same.

                                       13

Inside  Information  --  Securities  Laws  Violations.  In  the  course  of  the
performance  of Consultant's duties, it is expected that Consultant will receive
information  that  is  considered material inside information within the meaning
and  intent  of  the  U.S.  federal  securities  laws,  rules,  and regulations.
Consultant  will  not  disclose  this  information directly or indirectly to any
third  party,  nor  will Consultant provide advice to any other party concerning
any  decision  to  buy,  sell,  or otherwise deal in securities of the Client or
those of any of Client's affiliated companies falling within the jurisdiction of
U.S.  securities  laws.

Warranty  That  Agreement  Does  Not  Contemplate  Corrupt Practices-Domestic or
Foreign.  Consultant  represents  and  warrants that (a) all payments under this
Agreement  constitute compensation for services performed and (b) this Agreement
and  all  payments,  and the use of the payments by Consultant, do not and shall
not constitute an offer, payment, or promise, or authorization of payment of any
money  or  gift to an official or political party of, or candidate for political
office in, any jurisdiction within or outside the United States.  These payments
may  not  be  used  to  influence  any act or decision of an official, party, or
candidate  in  his,  her,  or its official capacity, or to induce such official,
party,  or  candidate  to  use  his,  her, or its influence with a government to
affect  or  influence any act or decision of such government to assist Client in
obtaining,  retaining,  or  directing business to Client, or any person or other
corporate  entity.  As  used  in  this  Paragraph, the term "official" means any
officer  or  employee  of  a  government,  or  any  person acting in an official
capacity  for or on behalf of any government; the term "government" includes any
department,  agency,  or  instrumentality  of  a  government.

General  Provisions.

     Successors  and  Assigns.  This  Agreement  is  intended  to benefit and is
binding  on  (i) the successors and assigns of Consultant and (ii) the heirs and
legal  successors  of  Client.

     Governing  Law.  This  Agreement  shall be construed in accordance with and
governed  by the laws of the State of Texas and shall be enforceable only in any
U.S.  District  Court  of Texas in spite of the fact that Consultant may perform
services  hereunder  in  various  jurisdictions.

     Separate  Enforcement  of  Provisions.  If  for  any  reason a part of this
Agreement  is unenforceable, the remainder of the Agreement shall be enforced to
the  extent  possible.

     Modification  of Agreement.  This Agreement may only be modified in writing
signed  by  both  the  (i)  Client  and  (ii)  the  Consultant.

     Effective  Date.  Regardless  of  when  executed,  the  parties  expressly
acknowledge  and  agree this Agreement is deemed to be effective on the date set
forth  in  the  first  paragraph  of  this  Agreement.

     Entire  Document.  This Agreement constitutes the sole and entire agreement
among  the  parties  with  respect to the subject matter hereof and replaces and
supersedes  any and all prior understandings and agreements between the parties,
whether  oral  or  written,  express  or  implied.

                                       14

     Indemnity.  Each  party  hereby  expressly agrees to indemnify and hold the
other  party,  its  officers, directors, agents and employees, harmless from and
against  any  and  all  losses,  costs,  damages,  claims  or  liabilities,  of
what-soever nature, including, without limitation, attorneys' fees, arising from
(i)  any  breach of this Agreement or (ii) the fact that any representation made
herein  by Client was false or misleading when made.  Client shall indemnify and
hold  Consultant  harmless  from  any claims arising from the services performed
hereunder,  or  any  portion  thereof.

     Arbitration.  Any  controversy  or claim arising out of or relating to this
Agreement,  or the breach thereof, shall be resolved by binding and specifically
enforceable  arbitration  in accordance with the Commercial Arbitration Rules of
the  American  Arbitration  Association, and judgment upon the award rendered by
the  arbitrator  may  be  entered in any court having jurisdiction thereof.  Any
arbitration  hereunder  shall be held only in Englewood, CO and enforced only in
the  state  district  court  situated  therein.  No  appeals shall be permitted.

     Execution  of  Agreement.  This  Agreement  shall  be  deemed  to have been
executed  in  Englewood,  CO.

Consultant:     TOM  RICHFIELD
By:/s/  Tom  Richfield
        Tom  Richfield

Client:  MarketCentral.net  Corp.
By:/s/  Paul  Taylor
       Paul  Taylor

                                       15

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

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

                                       16

                                 LAW OFFICES OF
                                 William Stocker
                      34700  Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                      phone  (949)  248-9561 fax (949) 248-1688

                                  July 20, 2001
To  the  President  and  the
Board  of  Directors
MarketCentral.net  Corp.
6401  South  Boston  Street
Englewood  CO  80111     re:  Opinion  of  Special  Counsel

     Dear  Gentlemen:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on Form S-8 to compensate consultants in the amount of $112,000 in
the  form  of  1,400,000  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 $0.08 per share for
$0.08  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

                                       17