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.)

300  Mercer  Street,  Suite  26J,  New  York  NY                           10003
(Address  of  principal  executive  offices)                         (Zip  Code)


                            ENGAGEMENT 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)

                                 March 19, 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    Offering
                                          Unit         Price
--------------------------------------------------------------------------------
$0.0001 Par Value        1,600,000        $0.50        $800,000     $211.20
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, March 15, 2001, average
                            close, discounted by 30%.

                                        1


                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

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

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

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

     (c)  The  Issuer's  Common  Equity Voting Stock (ACommon 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
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

                                        2


that  the  person  indemnified  was  liable  to  the corporation or its security
holders  by  reason  of  willful  misfeasance,  bad  faith, gross negligence, or
reckless  disregard  of  the  duties  involved in the conduct of his Office. The
foregoing  rights and indemnification shall not be exclusive of any other rights
to  which  the  officers  and  Directors  may  be  entitled  according  to law."

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

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

ITEM  8.  EXHIBITS.

     Provided as an exhibit hereto are three Engagement Agreements for services.
Receipt of the Securities covered by this Registration Statement will be treated
as  the  equivalent  of  cash  received  for  services  as  ordinary income. The
Securities  are  issued  in  compensation  for services at the rate of $0.50 per
share  per  $0.50  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  March  19,  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

           ENGAGEMENT AGREEMENT BETWEEN EMPIRE CAPITAL LLC AND ISSUER
--------------------------------------------------------------------------------

                                        4


                              ENGAGEMENT AGREEMENT
                            BETWEEN PETER J. FRUGONE
                                        &
                      MARKET CENTRAL NET CORP (MKTS-OTC BB)


     This  Consulting  Agreement (herein the Agreement) is entered into this 6th
day  of  March  2001  by  and  between  MARKET CENTRAL NET CORP (MKTS B OTC BB )
(herein  "the  Company")  and  Peter  J.  Frugone  (herein "the" "consultant" or
"consultants").


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

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


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


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

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

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

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

                                        5


III.     SERVICES
          The Consultants agree to provide the following, hereafter collectively
referred  to  as  the  "services":

     A.     Advise  the  Company  and/or  any  of its affiliates, associates, or
principles  in  any  and  all  matters  related  to  be financial and/or capital
structure  of  the  Company.  The  Consultant  will  act  as  exclusive agent to
identifying  suitable  merger  and acquisition candidates and secure any and all
debt  financing  required  for  any  and  all  transactions.

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

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

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

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

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

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

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

          E.     It  is  understood  that the Company will modify their business
plan  based on the business concepts, research material, background material and
financial  material  supplied  by  Company.  The  Consultant  will  outline  the

                                        6


modifications  and  edit the final work product.  The business plan will be used
as a marketing document, by the Company, in its efforts to secure financing. The
Consultant  will  furnish,  at its expense, all personnel, materials, equipment,
office  space  and  services  as are necessary for the proper performance of its
duties  hereunder.  An  engagement  fee of 300,000 shares of free trading common
stock  of  the  Company.  This  stock  to  be  delivered  upon execution of this
agreement.


IV.     EXPENSES

     The  Company  agrees  that:

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

     B     Travel, including: airfare (business class), hotel lodging and meals,
transportation,  etc.will  be  the responsibility of the Company. The Consultant
must  obtain  prior  written approval for travel or other such arrangements that
incur  individual  costs  over  $1,000  (one thousand dollars) from the Company.

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


V.     COMPENSATION

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

DEBT  PLACEMENT(S)

     A.          The  cash  "transaction  fees"  are equal to three and one half
(3.5%)  percent  computed  on  the  gross  amount  of  any and debt infusions or
agreements,  credit  facilities,  credit  lines,  and  any  other  form  of debt
financing  accepted  by the Company. These fees are due and payable upon closing
of  any  and  all  transactions,  introduced by the Consultant, contemplated and
completed  under  this  agreement.

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

          B.     The  Company  agrees  that  any  and  all  transactions will be
conducted  through  an  escrow account to be established by the Consultant.  The

                                        7


Company  further  agrees  that any and all legal fees associated with the escrow
will be deducted from the proceeds on any and all transactions. These legal fees
are  subject  to  the  Company's  advance  written  approval  and  consent.

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

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

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


VI.       REPRESENTATIONS,  WARRANTIES  AND  COVENANTS

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

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

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

                                        8


               4.  The  Consultants  shall  use  its  best  efforts  to keep all
documents and information confidential as described in the section below titled,
"CONFIDENTIAL  DATA".

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

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

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

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

          H.     The  Company  hereby  agrees  to enter into an escrow agreement
with  an  escrow  agent  selected  by  the Consultants (the "Escrow Agent"), and
agrees  to  abide  by  the  terms of an escrow agreement set forth by the Escrow
Agent  and the Consultants on such terms as may be acceptable to the Company and
the  Consultants.
          I.     The  Company  also  agrees  to  enter  into  such  additional
agreements,  sign  such  additional  documents,  and  provide  such  additional
certifications  and  documentation  as may be requested by the Escrow Agent, the
Consultant,  or  such  other parties related to the obtaining of capital for the
Company  on  such terms as may be acceptable to the Company and the Consultants.

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


VII.     TERM  AND  TERMINATION

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

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

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


IIX.     CONFIDENTIAL  DATA

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

                                        9


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

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



IX.     OTHER  MATERIAL  TERMS  AND  CONDITIONS:

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

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

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

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

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

                                       10


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

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

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

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

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

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

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

                                       11


APPROVED  AND  AGREED:


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

/s/Paul Taylor               Monday,  March  19,  2001_
   Paul  Taylor                 Dated
   CEO




Empire  Capital,  LLC
     One  Rockefeller  Plaza,  Suite  1600
New  York,  NY  10020
     Tel.  (212)  247-4447
     Fax  (212)  247-4321



/s/Peter Frugone                      Monday,  March  19,  2001
Peter  John  Frugone     Dated
Managing  Director

                                       12


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

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

                                       13


                              ENGAGEMENT AGREEMENT

                                ESPER GULLATT JR.
                             17532 E. DICKENSON PL.
                                AURORA, CO. 80013
                                        &
                        MARKET CENTRAL NET CORP (MKTS:OB)


     This  Consulting  Agreement (herein the Agreement) is entered into this 6th
day  of March 2001 by and between MARKET CENTRAL NET CORP (MKTS:OB) (herein "the
Company")  and  Esper  Gullatt  Jr.  (herein  "the  "Consultant").


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

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


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


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

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

                                       14


     C.     The  Consultant  will  not  have  or  be  deemed  to have, fiduciary
obligations  or  duties  to  the Company and will be free to pursue, conduct and
carry  on  for  its  own account (or for the account of others) such activities,
employments,  ventures,  businesses  and
other  pursuits  as  the  Consultant  in  its  sole,  absolute  and  unfettered
discretion,  may  elect.

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


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

     A.     Advise  the  Company  and/or  any  of its affiliates, associates, or
principles  in  any  and  all  matters  related  to  be financial and/or capital
structure  of  the  Company.  The  Consultant  will  act  as  exclusive agent to
identifying  suitable  merger  and acquisition candidates and secure any and all
debt  financing  required  for  any  and  all  transactions.

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

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


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

          2.     Make  itself  available  for  telephone  conferences  with  the

                                       15


principal  financial  sales  and/or  operating  officer(s) of the Company during
normal  business  hours.

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

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

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

          E     .     It  is  understood  that  the  Company  will  modify their
business  plan  based  on  the  business concepts, research material, background
material and financial material supplied by Company. The Consultant will outline
the  modifications  and  edit the final work product.  The business plan will be
used  as  a  marketing  document,  by  the  Company,  in  its  efforts to secure
financing.  The  Consultant  will  furnish,  at  its  expense,  all  personnel,
materials,  equipment, office space and services as are necessary for the proper
performance of its duties hereunder. An engagement fee of 800,000 (eight hundred
thousand  shares) of free trading common stock  of the Company. This stock to be
delivered  upon  execution  of  this  agreement.


     IV.     EXPENSES

     The  Company  agrees  that:

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


B.     Travel,  including:  airfare  (business  class), hotel lodging and meals,
transportation, etc.   will be the responsibility of the Company. The Consultant
must  obtain  prior  written approval for travel or other such arrangements that
incur  individual  costs  over  $1,000  (one thousand dollars) from the Company.

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

                                       16


     V.     COMPENSATION

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

          DEBT  PLACEMENT(S)

A.     The  cash  "transaction  fees"  are  equal  to  three and one half (3.5%)
percent  computed  on  the gross amount of any and debt infusions or agreements,
credit  facilities,  credit lines, and any other form of debt financing accepted
by  the  Company.  These  fees  are  due and payable upon closing of any and all
transactions,  introduced  by  the  Consultant, contemplated and completed under
this  agreement.

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

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

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

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

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


     VI.       REPRESENTATIONS,  WARRANTIES  AND  COVENANTS

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

                                       17


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

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

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

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

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

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

     H.     The  Company hereby agrees to enter into an escrow agreement with an
escrow  agent  selected  by  the  Consultant (the "Escrow Agent"), and agrees to

                                       18


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

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


     VII.     TERM  AND  TERMINATION

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

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

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


     IIX.     CONFIDENTIAL  DATA

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

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

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

                                       19


     IX.     OTHER  MATERIAL  TERMS  AND  CONDITIONS:

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

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

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

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

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

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

                                       20


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

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

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

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

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

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

                                       21


APPROVED  AND  AGREED:


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

     /s/Paul Taylor
     Paul  Taylor                 Dated
     CEO


Esper  Gullatt  Jr.
17532  E.  Dickenson  Pl.
Aurora,  Co.  80013



     /s/Esper Gullatt
     Esper  Gullatt  Jr.        Dated

                                       22


--------------------------------------------------------------------------------

                                    EXHIBIT 3

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

                                       23


                              ENGAGEMENT AGREEMENT


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

                                        &

                        MARKET CENTRAL NET CORP (MKTS:OB)


     This  Consulting  Agreement (herein the Agreement) is entered into this 6th
day  of March 2001 by and between MARKET CENTRAL NET CORP (MKTS:OB) (herein "the
Company")  and  Robyn  M.  Storer  (herein  "the  "Consultant").


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

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


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


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

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

                                       24


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

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


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

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

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

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


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

                                       25


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

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

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

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

E                 It  is  understood that the Company will modify their business
plan  based on the business concepts, research material, background material and
financial  material  supplied  by  Company.  The  Consultant  will  outline  the
modifications  and  edit the final work product.  The business plan will be used
as a marketing document, by the Company, in its efforts to secure financing. The
Consultant  will  furnish,  at its expense, all personnel, materials, equipment,
office  space  and  services  as are necessary for the proper performance of its
duties  hereunder.  An  engagement  fee of 500,000 shares of free trading common
stock  of  the  Company.  This  stock  to  be  delivered  upon execution of this
agreement.


     IV.     EXPENSES

     The  Company  agrees  that:

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


B.     Travel,  including:  airfare  (business  class), hotel lodging and meals,
transportation, etc.   will be the responsibility of the Company. The Consultant
must  obtain  prior  written approval for travel or other such arrangements that
incur  individual  costs  over  $1,000  (one thousand dollars) from the Company.

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

                                       26


     V.     COMPENSATION

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

          DEBT  PLACEMENT(S)

A.     The  cash  "transaction fees" are equal to three (3%) percent computed on
the  gross  amount  of  any and debt infusions or agreements, credit facilities,
credit  lines,  and  any  other  form of debt financing accepted by the Company.
These  fees  are  due  and  payable  upon  closing  of any and all transactions,
introduced  by  the Consultant, contemplated and completed under this agreement.

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

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

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

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

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


     VI.       REPRESENTATIONS,  WARRANTIES  AND  COVENANTS

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

                                       27


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

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

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

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

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

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

     H.     The  Company hereby agrees to enter into an escrow agreement with an
escrow  agent  selected  by  the  Consultant (the "Escrow Agent"), and agrees to

                                       28


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

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


     VII.     TERM  AND  TERMINATION

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

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

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


     IIX.     CONFIDENTIAL  DATA

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

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

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

                                       29


     IX.     OTHER  MATERIAL  TERMS  AND  CONDITIONS:

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

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

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

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

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

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

                                       30


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

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

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

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

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

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

                                       31


APPROVED  AND  AGREED:


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

     /s/Paul Taylor
     Paul  Taylor                 Dated
     CEO



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





    /s/ Robyn Storer
        Robyn  M.  Storer        Dated

                                       32


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

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

                                       33


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



                                  March  13,  2001
To  the  President  and  the
Board  of  Directors
MarketCentral.net  Corp.
300  Mercer  Street  Suite  26J
New  York  NY  10003

                          re:  Opinion  of  Special  Counsel

     Dear  Gentlemen:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on Form S-8 to compensate consultants in the amount of $800,000 in
the  form  of  1,600,000  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  '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 $0.50 per share for
$0.50  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

                                       34
[{"type": "S-8", "sequence": "1", "filename": "r01s801.txt", "description": "MARKET CENTRAL S-8 FILING", "secsgml_size_bytes": 92038}]
{"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": "333-57246", "film-number": "1572097"}, "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.)

300  Mercer  Street,  Suite  26J,  New  York  NY                           10003
(Address  of  principal  executive  offices)                         (Zip  Code)

                            ENGAGEMENT 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)

                                 March 19, 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    Offering
                                          Unit         Price
--------------------------------------------------------------------------------
$0.0001 Par Value        1,600,000        $0.50        $800,000     $211.20
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, March 15, 2001, average
                            close, discounted by 30%.

                                        1

                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

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

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

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

     (c)  The  Issuer's  Common  Equity Voting Stock (ACommon 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
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

                                        2

that  the  person  indemnified  was  liable  to  the corporation or its security
holders  by  reason  of  willful  misfeasance,  bad  faith, gross negligence, or
reckless  disregard  of  the  duties  involved in the conduct of his Office. The
foregoing  rights and indemnification shall not be exclusive of any other rights
to  which  the  officers  and  Directors  may  be  entitled  according  to law."

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

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

ITEM  8.  EXHIBITS.

     Provided as an exhibit hereto are three Engagement Agreements for services.
Receipt of the Securities covered by this Registration Statement will be treated
as  the  equivalent  of  cash  received  for  services  as  ordinary income. The
Securities  are  issued  in  compensation  for services at the rate of $0.50 per
share  per  $0.50  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  March  19,  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

           ENGAGEMENT AGREEMENT BETWEEN EMPIRE CAPITAL LLC AND ISSUER
--------------------------------------------------------------------------------

                                        4

                              ENGAGEMENT AGREEMENT
                            BETWEEN PETER J. FRUGONE
                                        &
                      MARKET CENTRAL NET CORP (MKTS-OTC BB)

     This  Consulting  Agreement (herein the Agreement) is entered into this 6th
day  of  March  2001  by  and  between  MARKET CENTRAL NET CORP (MKTS B OTC BB )
(herein  "the  Company")  and  Peter  J.  Frugone  (herein "the" "consultant" or
"consultants").

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

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

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

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

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

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

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

                                        5

III.     SERVICES
          The Consultants agree to provide the following, hereafter collectively
referred  to  as  the  "services":

     A.     Advise  the  Company  and/or  any  of its affiliates, associates, or
principles  in  any  and  all  matters  related  to  be financial and/or capital
structure  of  the  Company.  The  Consultant  will  act  as  exclusive agent to
identifying  suitable  merger  and acquisition candidates and secure any and all
debt  financing  required  for  any  and  all  transactions.

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

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

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

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

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

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

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

          E.     It  is  understood  that the Company will modify their business
plan  based on the business concepts, research material, background material and
financial  material  supplied  by  Company.  The  Consultant  will  outline  the

                                        6

modifications  and  edit the final work product.  The business plan will be used
as a marketing document, by the Company, in its efforts to secure financing. The
Consultant  will  furnish,  at its expense, all personnel, materials, equipment,
office  space  and  services  as are necessary for the proper performance of its
duties  hereunder.  An  engagement  fee of 300,000 shares of free trading common
stock  of  the  Company.  This  stock  to  be  delivered  upon execution of this
agreement.

IV.     EXPENSES

     The  Company  agrees  that:

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

     B     Travel, including: airfare (business class), hotel lodging and meals,
transportation,  etc.will  be  the responsibility of the Company. The Consultant
must  obtain  prior  written approval for travel or other such arrangements that
incur  individual  costs  over  $1,000  (one thousand dollars) from the Company.

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

V.     COMPENSATION

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

DEBT  PLACEMENT(S)

     A.          The  cash  "transaction  fees"  are equal to three and one half
(3.5%)  percent  computed  on  the  gross  amount  of  any and debt infusions or
agreements,  credit  facilities,  credit  lines,  and  any  other  form  of debt
financing  accepted  by the Company. These fees are due and payable upon closing
of  any  and  all  transactions,  introduced by the Consultant, contemplated and
completed  under  this  agreement.

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

          B.     The  Company  agrees  that  any  and  all  transactions will be
conducted  through  an  escrow account to be established by the Consultant.  The

                                        7

Company  further  agrees  that any and all legal fees associated with the escrow
will be deducted from the proceeds on any and all transactions. These legal fees
are  subject  to  the  Company's  advance  written  approval  and  consent.

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

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

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

VI.       REPRESENTATIONS,  WARRANTIES  AND  COVENANTS

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

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

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

                                        8

               4.  The  Consultants  shall  use  its  best  efforts  to keep all
documents and information confidential as described in the section below titled,
"CONFIDENTIAL  DATA".

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

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

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

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

          H.     The  Company  hereby  agrees  to enter into an escrow agreement
with  an  escrow  agent  selected  by  the Consultants (the "Escrow Agent"), and
agrees  to  abide  by  the  terms of an escrow agreement set forth by the Escrow
Agent  and the Consultants on such terms as may be acceptable to the Company and
the  Consultants.
          I.     The  Company  also  agrees  to  enter  into  such  additional
agreements,  sign  such  additional  documents,  and  provide  such  additional
certifications  and  documentation  as may be requested by the Escrow Agent, the
Consultant,  or  such  other parties related to the obtaining of capital for the
Company  on  such terms as may be acceptable to the Company and the Consultants.

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

VII.     TERM  AND  TERMINATION

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

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

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

IIX.     CONFIDENTIAL  DATA

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

                                        9

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

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

IX.     OTHER  MATERIAL  TERMS  AND  CONDITIONS:

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

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

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

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

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

                                       10

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

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

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

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

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

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

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

                                       11

APPROVED  AND  AGREED:

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

/s/Paul Taylor               Monday,  March  19,  2001_
   Paul  Taylor                 Dated
   CEO

Empire  Capital,  LLC
     One  Rockefeller  Plaza,  Suite  1600
New  York,  NY  10020
     Tel.  (212)  247-4447
     Fax  (212)  247-4321

/s/Peter Frugone                      Monday,  March  19,  2001
Peter  John  Frugone     Dated
Managing  Director

                                       12

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

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

                                       13

                              ENGAGEMENT AGREEMENT

                                ESPER GULLATT JR.
                             17532 E. DICKENSON PL.
                                AURORA, CO. 80013
                                        &
                        MARKET CENTRAL NET CORP (MKTS:OB)

     This  Consulting  Agreement (herein the Agreement) is entered into this 6th
day  of March 2001 by and between MARKET CENTRAL NET CORP (MKTS:OB) (herein "the
Company")  and  Esper  Gullatt  Jr.  (herein  "the  "Consultant").

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

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

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

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

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

                                       14

     C.     The  Consultant  will  not  have  or  be  deemed  to have, fiduciary
obligations  or  duties  to  the Company and will be free to pursue, conduct and
carry  on  for  its  own account (or for the account of others) such activities,
employments,  ventures,  businesses  and
other  pursuits  as  the  Consultant  in  its  sole,  absolute  and  unfettered
discretion,  may  elect.

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

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

     A.     Advise  the  Company  and/or  any  of its affiliates, associates, or
principles  in  any  and  all  matters  related  to  be financial and/or capital
structure  of  the  Company.  The  Consultant  will  act  as  exclusive agent to
identifying  suitable  merger  and acquisition candidates and secure any and all
debt  financing  required  for  any  and  all  transactions.

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

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

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

          2.     Make  itself  available  for  telephone  conferences  with  the

                                       15

principal  financial  sales  and/or  operating  officer(s) of the Company during
normal  business  hours.

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

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

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

          E     .     It  is  understood  that  the  Company  will  modify their
business  plan  based  on  the  business concepts, research material, background
material and financial material supplied by Company. The Consultant will outline
the  modifications  and  edit the final work product.  The business plan will be
used  as  a  marketing  document,  by  the  Company,  in  its  efforts to secure
financing.  The  Consultant  will  furnish,  at  its  expense,  all  personnel,
materials,  equipment, office space and services as are necessary for the proper
performance of its duties hereunder. An engagement fee of 800,000 (eight hundred
thousand  shares) of free trading common stock  of the Company. This stock to be
delivered  upon  execution  of  this  agreement.

     IV.     EXPENSES

     The  Company  agrees  that:

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

B.     Travel,  including:  airfare  (business  class), hotel lodging and meals,
transportation, etc.   will be the responsibility of the Company. The Consultant
must  obtain  prior  written approval for travel or other such arrangements that
incur  individual  costs  over  $1,000  (one thousand dollars) from the Company.

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

                                       16

     V.     COMPENSATION

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

          DEBT  PLACEMENT(S)

A.     The  cash  "transaction  fees"  are  equal  to  three and one half (3.5%)
percent  computed  on  the gross amount of any and debt infusions or agreements,
credit  facilities,  credit lines, and any other form of debt financing accepted
by  the  Company.  These  fees  are  due and payable upon closing of any and all
transactions,  introduced  by  the  Consultant, contemplated and completed under
this  agreement.

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

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

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

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

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

     VI.       REPRESENTATIONS,  WARRANTIES  AND  COVENANTS

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

                                       17

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

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

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

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

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

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

     H.     The  Company hereby agrees to enter into an escrow agreement with an
escrow  agent  selected  by  the  Consultant (the "Escrow Agent"), and agrees to

                                       18

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

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

     VII.     TERM  AND  TERMINATION

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

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

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

     IIX.     CONFIDENTIAL  DATA

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

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

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

                                       19

     IX.     OTHER  MATERIAL  TERMS  AND  CONDITIONS:

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

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

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

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

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

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

                                       20

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

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

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

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

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

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

                                       21

APPROVED  AND  AGREED:

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

     /s/Paul Taylor
     Paul  Taylor                 Dated
     CEO

Esper  Gullatt  Jr.
17532  E.  Dickenson  Pl.
Aurora,  Co.  80013

     /s/Esper Gullatt
     Esper  Gullatt  Jr.        Dated

                                       22

--------------------------------------------------------------------------------

                                    EXHIBIT 3

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

                                       23

                              ENGAGEMENT AGREEMENT

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

                                        &

                        MARKET CENTRAL NET CORP (MKTS:OB)

     This  Consulting  Agreement (herein the Agreement) is entered into this 6th
day  of March 2001 by and between MARKET CENTRAL NET CORP (MKTS:OB) (herein "the
Company")  and  Robyn  M.  Storer  (herein  "the  "Consultant").

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

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

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

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

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

                                       24

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

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

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

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

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

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

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

                                       25

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

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

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

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

E                 It  is  understood that the Company will modify their business
plan  based on the business concepts, research material, background material and
financial  material  supplied  by  Company.  The  Consultant  will  outline  the
modifications  and  edit the final work product.  The business plan will be used
as a marketing document, by the Company, in its efforts to secure financing. The
Consultant  will  furnish,  at its expense, all personnel, materials, equipment,
office  space  and  services  as are necessary for the proper performance of its
duties  hereunder.  An  engagement  fee of 500,000 shares of free trading common
stock  of  the  Company.  This  stock  to  be  delivered  upon execution of this
agreement.

     IV.     EXPENSES

     The  Company  agrees  that:

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

B.     Travel,  including:  airfare  (business  class), hotel lodging and meals,
transportation, etc.   will be the responsibility of the Company. The Consultant
must  obtain  prior  written approval for travel or other such arrangements that
incur  individual  costs  over  $1,000  (one thousand dollars) from the Company.

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

                                       26

     V.     COMPENSATION

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

          DEBT  PLACEMENT(S)

A.     The  cash  "transaction fees" are equal to three (3%) percent computed on
the  gross  amount  of  any and debt infusions or agreements, credit facilities,
credit  lines,  and  any  other  form of debt financing accepted by the Company.
These  fees  are  due  and  payable  upon  closing  of any and all transactions,
introduced  by  the Consultant, contemplated and completed under this agreement.

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

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

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

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

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

     VI.       REPRESENTATIONS,  WARRANTIES  AND  COVENANTS

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

                                       27

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

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

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

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

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

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

     H.     The  Company hereby agrees to enter into an escrow agreement with an
escrow  agent  selected  by  the  Consultant (the "Escrow Agent"), and agrees to

                                       28

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

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

     VII.     TERM  AND  TERMINATION

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

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

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

     IIX.     CONFIDENTIAL  DATA

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

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

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

                                       29

     IX.     OTHER  MATERIAL  TERMS  AND  CONDITIONS:

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

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

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

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

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

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

                                       30

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

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

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

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

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

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

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APPROVED  AND  AGREED:

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

     /s/Paul Taylor
     Paul  Taylor                 Dated
     CEO

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

    /s/ Robyn Storer
        Robyn  M.  Storer        Dated

                                       32

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

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

                                       33

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

                                  March  13,  2001
To  the  President  and  the
Board  of  Directors
MarketCentral.net  Corp.
300  Mercer  Street  Suite  26J
New  York  NY  10003

                          re:  Opinion  of  Special  Counsel

     Dear  Gentlemen:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on Form S-8 to compensate consultants in the amount of $800,000 in
the  form  of  1,600,000  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  '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 $0.50 per share for
$0.50  of  services  performed. These services were duly invoiced pursuant to an
agreed time-fee agreement, and none of the services billed or performed pursuant
to  the  three  Engagement  Agreements  were  direct  or indirect commissions or
compensation  for  raising  funds  for  the  Issuer.

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

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

                                Very Truly Yours,

                               /s/William Stocker
                                 William Stocker
                           special securities counsel

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