As filed with the Securities and Exchange Commission on January 2, 2004
                                                      Registration No.

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                              MARKET CENTRAL, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

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

           Delaware                                               59-3562953
 ------------------------------                              -------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                           1650 A Gum Branch Road
                           Jacksonville, NC 28540
         -------------------------------------------------------------
         (Address, Including Zip Code, of Principal Executive Offices)

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

            Market Central, Inc. 2003 Amended and Restated Stock Plan
            ---------------------------------------------------------
                            (Full Title of the Plans)

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

                              Terrence J. Leifheit
                              President, CEO & COO
                              Market Central, Inc.
                              1650 A Gum Branch Road
                              Jacksonville, NC 28540

                              (910) 478-0097

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                    COPY TO:

                     Gerald L. Baxter, Greenberg Traurig LLP
                     3290 Northside Parkway, N.W., Suite 400
                             Atlanta, Georgia 30327
                                 (678) 553-2100

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                    Proposed          Proposed
                              Title Of              Amount           Maximum          Maximum
                             Securities              To Be        Offering Price      Aggregate        Amount Of
                          To Be Registered         Registered        Per Unit      Offering Price   Registration Fee
--------------------------------------------------------------------------------------------------------------------
<C>                                          <C>                     <C>            <C>                 <C>
Common Stock, par value $0.001 per share,
Issuable Under the Amended and Restated
2003 Market Central Stock Plan               3,000,000(1) shares     $1.90(2)       $5,700,000(2)       $461.14(2)
--------------------------------------------------------------------------------------------------------------------
Totals                                       3,000,000(1) shares     $1.90(2)       $5,700,000(2)       $461.14(2)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   This Registration Statement covers, in addition to the number of shares of
      Market Central, Inc., a Delaware corporation (the "Company"), common
      stock, par value $0.001 per share (the "Common Stock"), stated above, and,
      pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
      "Securities Act"), an additional indeterminate number of shares, shares
      issued under such plan as a result of one or more adjustments under such
      plans to prevent dilution resulting from one or more stock splits, stock
      dividends or similar transactions.

(2)   Pursuant to Rule 457(h), the maximum offering price, per share and in the
      aggregate, and the registration fee were calculated based upon the average
      of the high and low prices of a share of Common Stock on December 29,
      2003, as reported on the OTC Bulletin Board.

<PAGE>

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

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 (plan
information and registrant information) will be sent or given to employees as
specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.


                                       2
--------------------------------------------------------------------------------

<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

      The following documents of the Company filed with the Commission are
incorporated herein by reference:

      (a)   The Company's Current Report on Form 8-K/A, which amended an 8-K
            filed on April 9, 2003 and provided the financial statements of U.S.
            Convergion, Inc. for the period from January 1, 2003 through April
            2, 2003, filed with the Commission on December 9, 2003;

      (b)   The Company's Current Report on Form 8-K/A, which amended an 8-K
            filed on August 15, 2003 and provided the financial statements of
            Pliant Technologies, Inc. for the years ended December 31, 2002 and
            2001, filed with the Commission on December 9, 2003;

      (c)   The Company's Annual Report on Form 10-KSB for its fiscal year ended
            August 31, 2003, filed with the Commission on December 1, 2003
            (Commission File No. 000-22969); and

      (d)   The description of the Company's Common Stock contained in its
            Registration Statement on Form 10-SB/A filed with the Commission on
            December 31, 1997 (Commission File No. 000-22969), and any amendment
            or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

<PAGE>

Item 6. Indemnification of Directors and Officers.

The Registrant is incorporated under the laws of the State of Delaware. Section
145 of the Delaware General Corporation Law provides that a corporation may
indemnify any persons who were, are or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
unlawful.

Section 145 of the Delaware General Corporation Law further authorizes a
corporation to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against any liability asserted
against him or her and incurred by him or her in any such capacity, arising out
of his or her status as such, whether or not the corporation would otherwise
have the power to indemnify him or her under Section 145 of the Delaware General
Corporation Law.

The Registrant's certificate of incorporation, as amended, eliminates the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liabilities arising (i) from any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) from acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the Delaware General Corporation Law; or (iv) from any
transaction from which the director derived an improper personal benefit. In
addition, the certificate of incorporation, as aended, and the bylaws, as
amended, of the Registrant provide for indemnification of directors, officers,
employees and agents to the fullest extent permitted by Delaware law.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See the attached Exhibit Index, which is incorporated herein by reference.

Item 9. Undertakings.

(a)   The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of this Registration Statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in this Registration Statement; and

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in this Registration
                  Statement or any material change to such information in this
                  Registration Statement; provided, however, that paragraphs
                  (a)(1)(i) and (a)(1)(ii) do not apply if the information
                  required to be included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed with or
                  furnished to the Commission by the registrant pursuant to
                  Section 13 or 15(d) of the Exchange Act that are incorporated
                  by reference in this Registration Statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act, each such post-effective amendment shall be deemed
            to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

<PAGE>

(b)   The undersigned registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act, each filing of the
      registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Exchange Act (and, where applicable, each filing of an employee benefit
      plan's annual report pursuant to Section 15(d) of the Exchange Act) that
      is incorporated by reference in this Registration Statement shall be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time shall be
      deemed to be the initial bona fide offering thereof.

(h)   Insofar as indemnification for liabilities arising under the Securities
      Act may be permitted to directors, executive officers and controlling
      persons of the registrant pursuant to the provisions described in Item 6
      above, or otherwise, the registrant has been advised that in the opinion
      of the Commission such indemnification is against public policy as
      expressed in the Securities Act and is, therefore, unenforceable. In the
      event that a claim for indemnification against such liabilities (other
      than the payment by the registrant of expenses incurred or paid by a
      director, officer or controlling person of the registrant in the
      successful defense of any action, suit or proceeding) is asserted by such
      director, officer or controlling person in connection with the securities
      being registered, the registrant will, unless in the opinion of its
      counsel the matter has been settled by controlling precedent, submit to a
      court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the
      Securities Act and will be governed by the final adjudication of such
      issue.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant 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, in the City
of Jacksonville, State of North Carolina, on December 31, 2003.


                                         By: /s/ Terrence J. Leifheit
                                            ------------------------------------
                                            Terrence J. Leifheit
                                            President, COO & CEO

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Terrence J. Leifheit, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments, exhibits thereto
and other documents in connection therewith) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them individually, or his substitute or substitutes, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them individually, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.

Signature                             Title                         Date
---------                             -----                         ----

/s/ Terrence J. Leifheit
-----------------------------------   President, Director       12/31/2003
Terrence J. Leifheit

/s/ Glen H. Hammer
-----------------------------------   Director                  12/31/2003
Glen H. Hammer

/s/ William A. Goldstein
-----------------------------------   Director                  12/31/2003
William A. Goldstein

/s/ James L. McGovern
-----------------------------------   Director                  12/31/2003
James L. McGovern

/s/ Clifford A. Clark
-----------------------------------   Vice President & Director 12/31/2003
Clifford A. Clark

<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number    Description of Exhibit
-------   ----------------------

4.1       Market Central, Inc. 2003 Amended and Restated Stock Plan (1)

5.1       Opinion of Greenberg Traurig LLP

23.1      Consent of Russell Bedford Stefanou Mirchandani LLP (consent of
          independent auditors).

23.2      Consent of Counsel (included in Exhibit 5).

24.1      Power of Attorney (included in this Registration Statement under
          "Signatures")

----------
(1)   Filed as Appendix A to the Company's Proxy Statement filed with the
      Commission pursuant to Section 14(a) of the Exchange Act on December 19,
      2003 (Commission File No. 000-22969) and incorporated herein by this
      reference.
[{"type": "S-8", "sequence": "1", "filename": "v01143_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18806}]
{"company-data": {"conformed-name": "MARKET CENTRAL INC", "cik": "0001043933", "assigned-sic": "7372", "irs-number": "593562953", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111703", "film-number": "04501498"}, "business-address": {"street1": "1650A GUM BRANCH RD", "city": "JACKSONVILLE", "state": "NC", "zip": "32830", "phone": "4079091723"}, "mail-address": {"street1": "1650A GUM BRANCH ROAD", "city": "JACKSONVILLE", "state": "NC", "zip": "32746"}, "former-company": [{"former-conformed-name": "PALADYNE CORP", "date-changed": "19990324"}, {"former-conformed-name": "SYNAPTX WORLDWIDE INC", "date-changed": "19970807"}]}
As filed with the Securities and Exchange Commission on January 2, 2004
                                                      Registration No.

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                              MARKET CENTRAL, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

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

           Delaware                                               59-3562953
 ------------------------------                              -------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                           1650 A Gum Branch Road
                           Jacksonville, NC 28540
         -------------------------------------------------------------
         (Address, Including Zip Code, of Principal Executive Offices)

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

            Market Central, Inc. 2003 Amended and Restated Stock Plan
            ---------------------------------------------------------
                            (Full Title of the Plans)

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

                              Terrence J. Leifheit
                              President, CEO & COO
                              Market Central, Inc.
                              1650 A Gum Branch Road
                              Jacksonville, NC 28540

                              (910) 478-0097

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                    COPY TO:

                     Gerald L. Baxter, Greenberg Traurig LLP
                     3290 Northside Parkway, N.W., Suite 400
                             Atlanta, Georgia 30327
                                 (678) 553-2100

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                                    Proposed          Proposed
                              Title Of              Amount           Maximum          Maximum
                             Securities              To Be        Offering Price      Aggregate        Amount Of
                          To Be Registered         Registered        Per Unit      Offering Price   Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001 per share,
Issuable Under the Amended and Restated
2003 Market Central Stock Plan               3,000,000(1) shares     $1.90(2)       $5,700,000(2)       $461.14(2)
--------------------------------------------------------------------------------------------------------------------
Totals                                       3,000,000(1) shares     $1.90(2)       $5,700,000(2)       $461.14(2)
--------------------------------------------------------------------------------------------------------------------
(1)   This Registration Statement covers, in addition to the number of shares of
      Market Central, Inc., a Delaware corporation (the "Company"), common
      stock, par value $0.001 per share (the "Common Stock"), stated above, and,
      pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
      "Securities Act"), an additional indeterminate number of shares, shares
      issued under such plan as a result of one or more adjustments under such
      plans to prevent dilution resulting from one or more stock splits, stock
      dividends or similar transactions.

(2)   Pursuant to Rule 457(h), the maximum offering price, per share and in the
      aggregate, and the registration fee were calculated based upon the average
      of the high and low prices of a share of Common Stock on December 29,
      2003, as reported on the OTC Bulletin Board.
--------------------------------------------------------------------------------

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 (plan
information and registrant information) will be sent or given to employees as
specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                       2
--------------------------------------------------------------------------------
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

      The following documents of the Company filed with the Commission are
incorporated herein by reference:

      (a)   The Company's Current Report on Form 8-K/A, which amended an 8-K
            filed on April 9, 2003 and provided the financial statements of U.S.
            Convergion, Inc. for the period from January 1, 2003 through April
            2, 2003, filed with the Commission on December 9, 2003;

      (b)   The Company's Current Report on Form 8-K/A, which amended an 8-K
            filed on August 15, 2003 and provided the financial statements of
            Pliant Technologies, Inc. for the years ended December 31, 2002 and
            2001, filed with the Commission on December 9, 2003;

      (c)   The Company's Annual Report on Form 10-KSB for its fiscal year ended
            August 31, 2003, filed with the Commission on December 1, 2003
            (Commission File No. 000-22969); and

      (d)   The description of the Company's Common Stock contained in its
            Registration Statement on Form 10-SB/A filed with the Commission on
            December 31, 1997 (Commission File No. 000-22969), and any amendment
            or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.
Item 6. Indemnification of Directors and Officers.

The Registrant is incorporated under the laws of the State of Delaware. Section
145 of the Delaware General Corporation Law provides that a corporation may
indemnify any persons who were, are or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
unlawful.

Section 145 of the Delaware General Corporation Law further authorizes a
corporation to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against any liability asserted
against him or her and incurred by him or her in any such capacity, arising out
of his or her status as such, whether or not the corporation would otherwise
have the power to indemnify him or her under Section 145 of the Delaware General
Corporation Law.

The Registrant's certificate of incorporation, as amended, eliminates the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liabilities arising (i) from any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) from acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the Delaware General Corporation Law; or (iv) from any
transaction from which the director derived an improper personal benefit. In
addition, the certificate of incorporation, as aended, and the bylaws, as
amended, of the Registrant provide for indemnification of directors, officers,
employees and agents to the fullest extent permitted by Delaware law.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See the attached Exhibit Index, which is incorporated herein by reference.

Item 9. Undertakings.

(a)   The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of this Registration Statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in this Registration Statement; and

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in this Registration
                  Statement or any material change to such information in this
                  Registration Statement; provided, however, that paragraphs
                  (a)(1)(i) and (a)(1)(ii) do not apply if the information
                  required to be included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed with or
                  furnished to the Commission by the registrant pursuant to
                  Section 13 or 15(d) of the Exchange Act that are incorporated
                  by reference in this Registration Statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act, each such post-effective amendment shall be deemed
            to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.
(b)   The undersigned registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act, each filing of the
      registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Exchange Act (and, where applicable, each filing of an employee benefit
      plan's annual report pursuant to Section 15(d) of the Exchange Act) that
      is incorporated by reference in this Registration Statement shall be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time shall be
      deemed to be the initial bona fide offering thereof.

(h)   Insofar as indemnification for liabilities arising under the Securities
      Act may be permitted to directors, executive officers and controlling
      persons of the registrant pursuant to the provisions described in Item 6
      above, or otherwise, the registrant has been advised that in the opinion
      of the Commission such indemnification is against public policy as
      expressed in the Securities Act and is, therefore, unenforceable. In the
      event that a claim for indemnification against such liabilities (other
      than the payment by the registrant of expenses incurred or paid by a
      director, officer or controlling person of the registrant in the
      successful defense of any action, suit or proceeding) is asserted by such
      director, officer or controlling person in connection with the securities
      being registered, the registrant will, unless in the opinion of its
      counsel the matter has been settled by controlling precedent, submit to a
      court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the
      Securities Act and will be governed by the final adjudication of such
      issue.
SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant 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, in the City
of Jacksonville, State of North Carolina, on December 31, 2003.

                                         By: /s/ Terrence J. Leifheit
                                            ------------------------------------
                                            Terrence J. Leifheit
                                            President, COO & CEO

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Terrence J. Leifheit, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments, exhibits thereto
and other documents in connection therewith) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them individually, or his substitute or substitutes, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them individually, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.

Signature                             Title                         Date
---------                             -----                         ----

/s/ Terrence J. Leifheit
-----------------------------------   President, Director       12/31/2003
Terrence J. Leifheit

/s/ Glen H. Hammer
-----------------------------------   Director                  12/31/2003
Glen H. Hammer

/s/ William A. Goldstein
-----------------------------------   Director                  12/31/2003
William A. Goldstein

/s/ James L. McGovern
-----------------------------------   Director                  12/31/2003
James L. McGovern

/s/ Clifford A. Clark
-----------------------------------   Vice President & Director 12/31/2003
Clifford A. Clark
EXHIBIT INDEX

Exhibit
Number    Description of Exhibit
-------   ----------------------

4.1       Market Central, Inc. 2003 Amended and Restated Stock Plan (1)

5.1       Opinion of Greenberg Traurig LLP

23.1      Consent of Russell Bedford Stefanou Mirchandani LLP (consent of
          independent auditors).

23.2      Consent of Counsel (included in Exhibit 5).

24.1      Power of Attorney (included in this Registration Statement under
          "Signatures")

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(1)   Filed as Appendix A to the Company's Proxy Statement filed with the
      Commission pursuant to Section 14(a) of the Exchange Act on December 19,
      2003 (Commission File No. 000-22969) and incorporated herein by this
      reference.