CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF DESIGNATIONS,
                             POWERS, PREFERENCES AND
                        RELATIVE, PARTICIPATING, OPTIONAL
                            AND OTHER SPECIAL RIGHTS
                   OF THE SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                              MARKET CENTRAL, INC.

      MARKET  CENTRAL,  INC., a corporation  organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,

      DOES HEREBY CERTIFY:

      FIRST:  The  name  of  the  corporation  is  Market  Central,   Inc.  (the
"Corporation");

      SECOND: The Certificate of Designations,  Powers, Preferences and Relative
Participating,  Optional and other  Special  Rights of the Series A  Convertible
Preferred  Stock of the  Corporation is hereby amended by striking the following
recital:

      "RESOLVED,  that,  pursuant  to  authority  conferred  upon  the  Board of
Directors  by the Amended  and  Restated  Certificate  of  Incorporation  of the
Corporation (the  "Certificate of  Incorporation"),  there is hereby created the
following classes of Preferred Stock:

      o     3,001,877 shares shall be designated Series A Convertible  Preferred
            Stock, par value $.001 per share (the "Series A Preferred Stock").

and by substituting in lieu of said recital the following:

      "RESOLVED,  that,  pursuant  to  authority  conferred  upon  the  Board of
Directors  by the Amended  and  Restated  Certificate  of  Incorporation  of the
Corporation (the  "Certificate of  Incorporation"),  there is hereby created the
following classes of Preferred Stock:

      o     5,253,287 shares shall be designated Series A Convertible  Preferred
            Stock, par value $.001 per share (the "Series A Preferred Stock");

      THIRD:  That the  aforesaid  amendment  was duly  adopted  pursuant to the
provisions  of  Sections  242 of the  General  Corporation  Law of the  State of
Delaware by the Board of Directors of the Corporation.


      IN WITNESS WHEREOF, Market Central, Inc. has caused this Certificate to be
duly executed by the undersigned this 17th day of November, 2004.

                                                     MARKET CENTRAL, INC.


                                                     By: /s/ Doyle Bryant
                                                        ------------------------
                                                        Name:  Doyle Bryant
                                                        Title: President and CEO