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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Commission File Number:  000-25891

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

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

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




                              CONSULTING AGREEMENT
                              (Full Title of Plan)

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

                            Dated: November 30, 2001


                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |                 |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock|    140,000      |  $0.04          |   $ 5,600      |  $1.40      |
$0.001      |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------



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, November 29 2001, the average
of  the  high  and  low  prices  of  the  common  stock  discounted  by  50%.

                                        1
<PAGE>

                                     PART I

                                 Not applicable.

                                     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 10K-SB containing Audited Financial Statements
for  the  Registrant's  last  fiscal  year;

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

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


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


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     A service provider, consultant, has 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

                                        2
<PAGE>

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

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

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

ITEM  8.  EXHIBITS.

     Provided  as  an  exhibit  hereto is the Consulting Agreement for services.
Receipt of the Securities covered by this Registration Statement will be treated
as  the  equivalent  of  cash  received  for  services  as  ordinary income. The
Securities  are  issued  in  compensation  for services at the rate of $0.04 per
share  per  $0.04  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  November  30,  2001.


                             MARKETCENTRAL.NET CORP.
                               A TEXAS CORPORATION

                                       by


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

                                        3
<PAGE>

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

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

                                        4
<PAGE>

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

                                November 30, 2001

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

     Dear  Gentlemen:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form  S-8 dated November 30, 2001 to compensate consultants in
the  amount  of  $5,600  in  the  form  of  140,000 shares of common stock to be
registered  thereby.

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

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The  Consulting Agreement is not a qualified plan of any kind or sort and is not
qualified  for any special tax treatment under State or Federal Law. If and when
issued,  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 $0.04 per share for $0.04 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
Consulting  Agreement  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

                                        5
<PAGE>

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

             CONSULTING AGREEMENT BETWEEN BARRY R. CLARK AND ISSUER
--------------------------------------------------------------------------------

                                        6
<PAGE>

                              CONSULTING AGREEMENT


This  Consulting Agreement ("Agreement") is to be effective as of the 5th day of
November,  2001,  by and between MarketCentral.net Corporation ("Company"), with
offices located at 6401 South Boston Street, Q205, Englewood, CO 80111 and Barry
R.  Clark  ("Consultant"), an individual, having his principal address at 4182 H
Mount  Alifan  Place,  San  Diego,  CA  92111.

For  the purposes of this Agreement, either of the above shall be referred to as
a  "Party"  and  collectively  as  the  "Parties".

The  Parties  hereby  agree  as  follows:


1.     APPOINTMENT  OF  BARRY  R.  CLARK. Company hereby appoints Consultant and
Consultant  hereby agrees to render services to Company as a Marketing and Sales
Representative.

2.     SERVICES.  During  the  term  of this Agreement, Consultant shall provide
advice  to  undertake  for and consult with the Company concerning management of
sales  and  marketing  resources,  consulting,  strategic  planning,  corporate
organization  and  structure, financial matters in connection with the operation
of  the  businesses  of  the  Company,  expansion  of services, acquisitions and
business  opportunities,  and  shall review and advise the Company regarding its
and his overall progress, needs, and condition.  Consultant agrees to provide on
a  timely  basis  the following enumerated services plus any additional services
contemplated  thereby:

(a)     The  implementation  of  short-range and long-term strategic planning to
fully  develop  and enhance  the  Company's  assets,  resources,  products,
and  services;

(b)     The  implementation  of  a  marketing  program  to enable the Company to
broaden  the  markets  for its services and promote the image of the Company and
its  products  and  services;

(c)     Advise  the  Company  relative  to the recruitment and employment of key
executives  consistent  with  the  expansion  of  operations  of  the  Company.

(d)     The identification, evaluation, structuring, negotiating, and closing of
joint  ventures,  strategic  alliances,  business  acquisitions, and advise with
regard  to  the  ongoing  managing  and  operating  of  such  acquisitions  upon
consummation  thereof;  and

(e)     Advise  and  recommendations regarding corporate financing including the
structures,  terms, and content of bank loans, institutional loans, private debt
funding,  mezzanine  financing,  blind  pool  financing, and other preferred and
common  stock  equity  private  or  public  financing.

TERM.  The  term  ("Term") of this Consulting Agreement shall be for a period of
six (6) months commencing on the date hereof. The contract will automatically be
extended  for an additional three (3) months. Either party hereto shall have the
right  to terminate this Agreement upon thirty (30) days prior written notice to
the  other  party  after  the  first  three  (3)  months.

3.     COMPENSATION.  See  Attachment  "A".

                                        7
<PAGE>

4.     CONFIDENTIALITY.  Consultant  will not disclose to any other person, firm
or  corporation,  nor  use for its own benefit, during or after the Term of this
Consulting  Agreement,  any  trade  secrets  or  other information designated as
confidential  by  Company  which  is  acquired  by  Consultant  in the course of
performing  services  hereunder.  Any  financial  advice  rendered by Consultant
pursuant to this Consulting Agreement may not be disclosed in any manner without
the  prior  written  approval  of  Company.

5.     INDEMNIFCATION.  Company, its agents or assigns hereby agree to indemnify
and  hold  Consultant  harmless  from  and  against all losses, claims, damages,
liabilities,  costs  or  expenses  (including  reasonable  attorney's  fees,
collectively the "Liabilities"), joint and several, arising from the performance
of  this  Consulting  Agreement,  whether  or  not  Consultant  is party to such
dispute.  This  indemnity  shall  not  apply,  however,  and  Consultant  shall
indemnify and hold Company, its affiliates, control persons, officers, employees
and agents harmless from and against all liabilities, where a court of competent
jurisdiction  has  made  a  final determination that Consultant engaged in gross
recklessness  and  willful  misconduct  in  the  performance  of  its  services
hereunder.

6.     INDEPENDENT  CONTRACTOR.  Consultant  and Company hereby acknowledge that
Consultant  is  an independent contractor.  Consultant shall not hold itself out
as,  nor  shall  it  take any action from which others might infer that it is an
agent  of  or  a  joint  venture  of  Company.

7.     MISCELLANEOUS.  This  Consulting  Agreement  sets  forth  the  entire
understanding  of  the  Parties  relating  to  the  subject  matter  hereof, and
supersedes  and  cancels any prior communications, understandings and agreements
between  the  Parties.  This Consulting Agreement is non-exclusive and cannot be
modified  or changed, nor can any of its provisions be waived, except by written
agreement signed by all Parties.  This Consulting Agreement shall be governed by
the  laws  of  the  State of California without reference to the conflict of law
principles  thereof.  In  the  event  of  any  dispute  as  to the Terms of this
Consulting  Agreement,  the prevailing Party in any litigation shall be entitled
to  reasonable  attorney's  fees.

8.     NOTICES.  Any  notice  required  or permitted hereunder shall be given in
writing  (unless  otherwise  specified  herein)  and shall be deemed effectively
given  upon personal delivery or seven business days after deposit in the United
States  Postal  Service,  by  (a)  advance  copy  by fax, (b) mailing by express
courier or registered or certified mail with postage and fees prepaid, addressed
to  each  of the other Parties thereunto entitled at the following addresses, or
at  such  other  addresses  as a Party may designate by ten days advance written
notice  to each of the other Parties at the addresses above and to the attention
of  the  persons  that  have  signed  below.

                                        8
<PAGE>

Please  confirm  that  the foregoing sets forth our understanding by signing the
enclosed copy of this Consulting Agreement where provided and returning it to me
at  your  earliest  convenience.


All  Parties  signing  below  do  so  with  full  authority:


PARTY  RECEIVING  SERVICES:                    PARTY  PROVIDING  SERVICES:

MARKETCENTRAL.NET  CORP.                    BARRY  R.  CLARK,  AN  INDIVIDUAL

/s/Paul  Taylor,  CEO                        /s/Barry R. Clark, an individual
   Paul  Taylor,  CEO                           Barry R. Clark, an individual

                                        9
<PAGE>

                                 ATTACHMENT "A"
                                 --------------


PAYMENT  FOR  SERVICES:


A.     For the services rendered and performed by Barry R. Clark during the term
of  this  Agreement,  Company  shall,  upon acceptance of this Agreement: Pay to
Barry R. Clark One Hundred and Forty (140,000) free-trading shares of MKCT stock
due  upon  the  signing  of  this  Agreement.



Accepted  with  full  authority:


MarketCentral.net  Corp.


By:  /s/Paul Taylor
        Paul  Taylor,  CEO

                                       10
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 18961}]
{"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": "333-74380", "film-number": "1804762"}, "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"}}
United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Commission File Number:  000-25891

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

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

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

                              CONSULTING AGREEMENT
                              (Full Title of Plan)

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

                            Dated: November 30, 2001

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |                 |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock|    140,000      |  $0.04          |   $ 5,600      |  $1.40      |
$0.001      |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------

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, November 29 2001, the average
of  the  high  and  low  prices  of  the  common  stock  discounted  by  50%.

                                        1
PART I

                                 Not applicable.

                                     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 10K-SB containing Audited Financial Statements
for  the  Registrant's  last  fiscal  year;

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

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

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

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     A service provider, consultant, has 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

                                        2
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
that  the  person  indemnified  was  liable  to  the corporation or its security
holders  by  reason  of  willful  misfeasance,  bad  faith, gross negligence, or
reckless  disregard  of  the  duties  involved in the conduct of his Office. The
foregoing  rights and indemnification shall not be exclusive of any other rights
to  which  the  officers  and  Directors  may  be  entitled  according  to  law.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

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

ITEM  8.  EXHIBITS.

     Provided  as  an  exhibit  hereto is the Consulting Agreement for services.
Receipt of the Securities covered by this Registration Statement will be treated
as  the  equivalent  of  cash  received  for  services  as  ordinary income. The
Securities  are  issued  in  compensation  for services at the rate of $0.04 per
share  per  $0.04  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  November  30,  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

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

                                        4
LAW OFFICES OF
                                 William Stocker
phone (949)487-7295    34190 Sepulveda Avenue, Suite 200        fax(949)487-7285
                            Capistrano Beach CA 92624

                                November 30, 2001

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

     Dear  Gentlemen:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form  S-8 dated November 30, 2001 to compensate consultants in
the  amount  of  $5,600  in  the  form  of  140,000 shares of common stock to be
registered  thereby.

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

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The  Consulting Agreement is not a qualified plan of any kind or sort and is not
qualified  for any special tax treatment under State or Federal Law. If and when
issued,  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 $0.04 per share for $0.04 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
Consulting  Agreement  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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                                    EXHIBIT 2

             CONSULTING AGREEMENT BETWEEN BARRY R. CLARK AND ISSUER
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CONSULTING AGREEMENT

This  Consulting Agreement ("Agreement") is to be effective as of the 5th day of
November,  2001,  by and between MarketCentral.net Corporation ("Company"), with
offices located at 6401 South Boston Street, Q205, Englewood, CO 80111 and Barry
R.  Clark  ("Consultant"), an individual, having his principal address at 4182 H
Mount  Alifan  Place,  San  Diego,  CA  92111.

For  the purposes of this Agreement, either of the above shall be referred to as
a  "Party"  and  collectively  as  the  "Parties".

The  Parties  hereby  agree  as  follows:

1.     APPOINTMENT  OF  BARRY  R.  CLARK. Company hereby appoints Consultant and
Consultant  hereby agrees to render services to Company as a Marketing and Sales
Representative.

2.     SERVICES.  During  the  term  of this Agreement, Consultant shall provide
advice  to  undertake  for and consult with the Company concerning management of
sales  and  marketing  resources,  consulting,  strategic  planning,  corporate
organization  and  structure, financial matters in connection with the operation
of  the  businesses  of  the  Company,  expansion  of services, acquisitions and
business  opportunities,  and  shall review and advise the Company regarding its
and his overall progress, needs, and condition.  Consultant agrees to provide on
a  timely  basis  the following enumerated services plus any additional services
contemplated  thereby:

(a)     The  implementation  of  short-range and long-term strategic planning to
fully  develop  and enhance  the  Company's  assets,  resources,  products,
and  services;

(b)     The  implementation  of  a  marketing  program  to enable the Company to
broaden  the  markets  for its services and promote the image of the Company and
its  products  and  services;

(c)     Advise  the  Company  relative  to the recruitment and employment of key
executives  consistent  with  the  expansion  of  operations  of  the  Company.

(d)     The identification, evaluation, structuring, negotiating, and closing of
joint  ventures,  strategic  alliances,  business  acquisitions, and advise with
regard  to  the  ongoing  managing  and  operating  of  such  acquisitions  upon
consummation  thereof;  and

(e)     Advise  and  recommendations regarding corporate financing including the
structures,  terms, and content of bank loans, institutional loans, private debt
funding,  mezzanine  financing,  blind  pool  financing, and other preferred and
common  stock  equity  private  or  public  financing.

TERM.  The  term  ("Term") of this Consulting Agreement shall be for a period of
six (6) months commencing on the date hereof. The contract will automatically be
extended  for an additional three (3) months. Either party hereto shall have the
right  to terminate this Agreement upon thirty (30) days prior written notice to
the  other  party  after  the  first  three  (3)  months.

3.     COMPENSATION.  See  Attachment  "A".

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4.     CONFIDENTIALITY.  Consultant  will not disclose to any other person, firm
or  corporation,  nor  use for its own benefit, during or after the Term of this
Consulting  Agreement,  any  trade  secrets  or  other information designated as
confidential  by  Company  which  is  acquired  by  Consultant  in the course of
performing  services  hereunder.  Any  financial  advice  rendered by Consultant
pursuant to this Consulting Agreement may not be disclosed in any manner without
the  prior  written  approval  of  Company.

5.     INDEMNIFCATION.  Company, its agents or assigns hereby agree to indemnify
and  hold  Consultant  harmless  from  and  against all losses, claims, damages,
liabilities,  costs  or  expenses  (including  reasonable  attorney's  fees,
collectively the "Liabilities"), joint and several, arising from the performance
of  this  Consulting  Agreement,  whether  or  not  Consultant  is party to such
dispute.  This  indemnity  shall  not  apply,  however,  and  Consultant  shall
indemnify and hold Company, its affiliates, control persons, officers, employees
and agents harmless from and against all liabilities, where a court of competent
jurisdiction  has  made  a  final determination that Consultant engaged in gross
recklessness  and  willful  misconduct  in  the  performance  of  its  services
hereunder.

6.     INDEPENDENT  CONTRACTOR.  Consultant  and Company hereby acknowledge that
Consultant  is  an independent contractor.  Consultant shall not hold itself out
as,  nor  shall  it  take any action from which others might infer that it is an
agent  of  or  a  joint  venture  of  Company.

7.     MISCELLANEOUS.  This  Consulting  Agreement  sets  forth  the  entire
understanding  of  the  Parties  relating  to  the  subject  matter  hereof, and
supersedes  and  cancels any prior communications, understandings and agreements
between  the  Parties.  This Consulting Agreement is non-exclusive and cannot be
modified  or changed, nor can any of its provisions be waived, except by written
agreement signed by all Parties.  This Consulting Agreement shall be governed by
the  laws  of  the  State of California without reference to the conflict of law
principles  thereof.  In  the  event  of  any  dispute  as  to the Terms of this
Consulting  Agreement,  the prevailing Party in any litigation shall be entitled
to  reasonable  attorney's  fees.

8.     NOTICES.  Any  notice  required  or permitted hereunder shall be given in
writing  (unless  otherwise  specified  herein)  and shall be deemed effectively
given  upon personal delivery or seven business days after deposit in the United
States  Postal  Service,  by  (a)  advance  copy  by fax, (b) mailing by express
courier or registered or certified mail with postage and fees prepaid, addressed
to  each  of the other Parties thereunto entitled at the following addresses, or
at  such  other  addresses  as a Party may designate by ten days advance written
notice  to each of the other Parties at the addresses above and to the attention
of  the  persons  that  have  signed  below.

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Please  confirm  that  the foregoing sets forth our understanding by signing the
enclosed copy of this Consulting Agreement where provided and returning it to me
at  your  earliest  convenience.

All  Parties  signing  below  do  so  with  full  authority:

PARTY  RECEIVING  SERVICES:                    PARTY  PROVIDING  SERVICES:

MARKETCENTRAL.NET  CORP.                    BARRY  R.  CLARK,  AN  INDIVIDUAL

/s/Paul  Taylor,  CEO                        /s/Barry R. Clark, an individual
   Paul  Taylor,  CEO                           Barry R. Clark, an individual

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ATTACHMENT "A"
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PAYMENT  FOR  SERVICES:

A.     For the services rendered and performed by Barry R. Clark during the term
of  this  Agreement,  Company  shall,  upon acceptance of this Agreement: Pay to
Barry R. Clark One Hundred and Forty (140,000) free-trading shares of MKCT stock
due  upon  the  signing  of  this  Agreement.

Accepted  with  full  authority:

MarketCentral.net  Corp.

By:  /s/Paul Taylor
        Paul  Taylor,  CEO

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