SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Schedule TO
Tender Offer Statement under Section 14(d)91) or 13(e)(1) of the
Securities Exchange Act of 1934

MARKET CENTRAL, INC.
(issuer)

MARKET CENTRAL, INC.
(offeror)

Series A Convertible Preferred Stock, par value $.001
(Title of Class of Securities)

N.A.
(CUSIP Number of Class of Securities)

Clifford A. Clark
Market Central, Inc.
7810 Ballantyne Commons Parkway
Suite 300
Charlotte, North Carolina 28277
(704) 319-5155

Copies to:

Gerald L. Baxter,, Esq.
Greenberg Traurig, LLP
3290 Northside Parkway
Suite 400
Atlanta, Georgia 30327
(678) 553-2430

CALCULATION OF FILING FEE

Transaction Valuation(s) Amount of Filing Fee
===============================================================================

$ 12,614,601 $ 2,523

(a) Estimated solely for the purpose of determining the registration fee, and
calculated based on the market value of the securities offered in exchange. The
amount of the filing fee was calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, and equals $.0002 for each $1.00 of
the value of the transaction.

===============================================================================

|_| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.

|_| Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this
statement relates:

|_| third party tender offer subject to Rule 14d-1
|_| going-private transaction subject to Rule 13e-3
|X| issuer tender offer subject to Rule 13e-4
|_| amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|

===============================================================================

This Issuer Tender Offer Statement on Schedule TO ("Schedule TO") relates
to an offer by Market Central, Inc. (the "Company"), a Delaware corporation, to
exchange one (1) share of Company Common Stock par value $.001 ("Common Stock")
and one (1) warrant to purchase one (1) share of the Company's Common Stock at
$.85 per share with a term ending June 30, 2010 (the "Warrants") for one (1)
share of the Company's Series A Convertible Preferred Stock (the "Preferred
Stock"), upon the terms and subject to the conditions contained in the
Memorandum dated April 21, 2005, as supplemented June 10, 2005 (the
"Memorandum").

This Schedule TO is being filed in satisfaction of the reporting
requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

Item 1. Summary Term Sheet.

The information under the heading "Summary of the Note Offering and
Exchange Offer" in the Memorandum and in the Addendum to the Memorandum dated
June 10, 2005 is incorporated herein by reference in answer to Item 1 of this
Schedule TO.

Item 2. Subject Company Information.

(a) Name and Address. The name of the issuer of the Common Stock,
Preferred Stock and Warrants is Market Central, Inc. The address of the
principal executive offices of Market Central,, Inc. is 7810 Ballantyne Commons
Parkway, Suite 300, Charlotte, North Carolina 28277. Its telephone number is
(704) 319-2220.

(b) Securities. This Schedule TO relates to the offer by the Company to
exchange one (1) share of Common Stock and one (1) Warrant for each share of
validly tendered and accepted outstanding share of Preferred Stock. As of June
9, 2005, there were 5,557,005 shares of Preferred Stock outstanding.

(d) Dividends. No dividends have been paid during the past two (2) years
with respect to the Preferred Stock. In connection with the Exchange Offer, the
Company will accrue dividends in accordance with the terms of the Preferred
Stock, issue additional shares of Preferred Stock in payment of such dividends,
and exchange such aggregate shares of Preferred Stock to holders who validly
tender outstanding Preferred Stock.

Item 3. Identity and Background of Filing Person.

(a) Name and Address. This is an issuer tender offer. The Company is the
filing person. The information set forth in Item 2(a) above is incorporated
herein by reference in answer to Item 3 of this Schedule TO.

The Directors of the Company are as listed below:

---------------------------------------------------------------------
Doyal Bryant Clifford A. Clark
7810 Ballantyne Commons Parkway 7810 Ballantyne Commons Parkway
Suite 300 Suite 300
Charlotte, North Carolina 28277 Charlotte, North Carolina 28277
---------------------------------------------------------------------
James McGovern Thomas Gordy
7810 Ballantyne Commons Parkway 7810 Ballantyne Commons Parkway
Suite 300 Suite 300
Charlotte, North Carolina 28277 Charlotte, North Carolina 28277
---------------------------------------------------------------------
Hoyt Lowder Ronald Attkisson
7810 Ballantyne Commons Parkway 7810 Ballantyne Commons Parkway
Suite 300 Suite 300
Charlotte, North Carolina 28277 Charlotte, North Carolina 28277
---------------------------------------------------------------------

===============================================================================

The Executive Officers of the Company are as listed below:

------------------------------------------------------------------------
Doyal Bryant Clifford A. Clark
7810 Ballantyne Commons Parkway 7810 Ballantyne Commons Parkway
Suite 300 Suite 300
Charlotte, North Carolina 28277 Charlotte, North Carolina 28277
------------------------------------------------------------------------
Paul Odom Robert Maze
7810 Ballantyne Commons Parkway 7810 Ballantyne Commons Parkway
Suite 300 Suite 300
Charlotte, North Carolina 28277 Charlotte, North Carolina 28277
------------------------------------------------------------------------
Dale Field
7810 Ballantyne Commons Parkway
Suite 300
Charlotte, North Carolina 28277
------------------------------------------------------------------------

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

Item 4. Terms of the Transaction.

(a) Material Terms.

(1) Tender offers. The information under the headings "Summary of the
Offering and Exchange Offer - Exchange Offer to Series A Holders", "Certain
Income Tax Consequences - Exchange Offer", "Description of Securities Offer in
Note Offering and Exchange Offer - Exchange Offer" in the Memorandum and in the
Addendum to Memorandum dated June 10, 2005, is incorporated herein by reference
in partial answer to Item 4 of this Schedule TO.

(2) Mergers or Similar Transactions. Not applicable.

(b) Purchases. To the best knowledge of the Company, no Preferred Stock is
to be purchased from any officer, director or affiliate of the Company, other
than two (2) shareholders of the Company who own greater than 10% percent of the
outstanding shares of Common Stock, and who may participate in the Exchange
Offer. The terms of exchange offered to such affiliates of the Company are
identical to those offered to all other Holders of the Preferred Stock.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a) The information under the heading "Recapitalization Transactions" and
in the Addendum to Memorandum dated June 10, 2005, are incorporated by
reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth under the headings "Summary of the
Offering and Exchange Offer - Exchange Offer to Series A Holders" in the
Memorandum and in the Addendum to Memorandum dated June 10, 2005 are
incorporated herein by reference.

(b) Use of Securities Acquired. Any shares of Preferred Stock submitted
for exchange will be canceled.

Item 7. Source and Amount of Funds or Other Consideration.

The consideration for each share of Preferred Stock to be purchased by the
Company is the issuance of one (1) share of Common Stock and one (1) Warrant.

The total consideration required to purchase all of the outstanding Preferred
Stock is 5,557,005 shares of Common Stock and 5,557,005 Warrants. It is not
expected that alternative financing arrangements or plans will be required.

Item 8. Interest in Securities of the Subject Company.

(a) Securities Ownership. One director of the Company owns 225,144 shares
of Preferred Stock (4.1% of the outstanding Preferred Stock).

(b) Securities Transactions. To the best knowledge of the Company, none of
the persons referenced in this item has engaged in any transactions in the
Preferred Stock during the 60 days preceding the dates of this Schedule TO.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations. The information under the
subheadings "Summary of the Note Offering and Exchange Offer - Placement Agent"
and "Plan of Distribution" in the Memorandum is incorporated herein by reference
in answer to Item 9 of this Schedule TO.

Item 10. Financial Statements.

Not applicable.

Item 11. Additional Information.

Not applicable.

Item 12. Exhibits.

Exhibit No. Description
- ----------- -----------

(a)(1)(i) Memorandum dated April 21, 2005.

(a)(1)(ii) Form of Letter of Transmittal.

(a)(1)(iii) Addendum to Memorandum dated June 10, 2005 and accompanying
company letter

(a)(4) See Exhibit (a)(1).

Item 13. Information required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.

Market Central, Inc.

By: /s/ Clifford A. Clark
--------------------------------
Name: Clifford A. Clark
Title: Chief Financial Officer

Dated: June 10, 2005

Exhibit (a)(1)(i)

SCIENTIGO, INC.
(a Delaware corporation)

- ----------------------------------------------------------------- ----------------------------------------------------
Up to $6,250,000 Principal Amount
of
Scientigo 2005 6.4% Senior Convertible Notes
and Exchange Offer to Holders of Scientigo Series A
Warrants to Purchase Scientigo Common Stock Preferred Stock
- ----------------------------------------------------------------- ----------------------------------------------------

This Memorandum (the "Memorandum") relates to up to $6,250,000 Principal
Amount of Scientigo 2005 6.4% Senior Convertible Notes (the "Notes") and
Warrants to Purchase Scientigo Common Stock (the "Note Warrants"), that may be
offered by Market Central, Inc., a Delaware corporation doing business as
Scientigo, Inc. (the "Company" or "Scientigo") to potential investors. The Notes
are convertible into shares of Common Stock, par value $.001 per share (the
"Common Stock") of Scientigo on the basis of one share of Common Stock for each
$1.3325 of Principal Amount of Notes surrendered. For each $2.00 of Note
Principal Amount purchased, the investor will receive one (1) Note Warrant to
Purchase Scientigo Common Stock at $1.00 per share with a term ending June 30,
2010.

The repayment of the Notes will be secured by a grant of a first security
interest in all intellectual property owned by the Company.

Additionally, for current record holders of the Company's Series A
Preferred Stock (the "Series A Preferred Stock"), Scientigo will offer to
exchange one (1) Warrant to purchase one (1) share of Common Stock (the
"Preferred Stock Warrants") and one (1) share of Common Stock for each share of
Series A Preferred Stock surrendered to the Company by such holder for
cancellation. Such Preferred Stock Warrants will be exercisable at $.85 per
share and will have a term of two (2) years.

The Common Stock trades on the OTC Bulletin Board, under the symbol
"MKTE.OB." On April 20, 2005, the closing bid price of one share of Common Stock
on the OTC Bulletin Board was $1.58.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION (THE "SEC"), HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR APPLICABLE STATE SECURITIES LAWS, NOR HAS THE SEC OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM.
THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS
EXEMPT UNDER SUCH SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER
SUCH SECURITIES ACT. THE SUBSEQUENT SALE OF THE SECURITIES IS RESTRICTED.

The date of this Memorandum is April 21, 2005

===============================================================================
NOTICE TO INVESTORS
===============================================================================

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

YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 16 IN THIS
MEMORANDUM.

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

INVESTORS SHOULD READ THIS MEMORANDUM IN ITS ENTIRETY. INVESTORS ARE ALSO
ADVISED TO REVIEW CAREFULLY THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB,
QUARTERLY REPORTS ON FORM 10-QSB AND PERIODIC REPORTS ON FORM 8-K, ALL OF WHICH
ARE PART OF AND INCORPORATED INTO THIS MEMORANDUM OR ARE AVAILABLE UPON REQUEST.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM, AND THE
SECURITIES DESCRIBED HEREIN ARE OFFERED SOLELY ON THE BASIS OF INFORMATION
CONTAINED IN THIS MEMORANDUM. ANY FURTHER INFORMATION GIVEN OR REPRESENTATIONS
MADE BY ANY PERSON, IF GIVEN OR MADE, MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES REFERRED TO HEREIN, OR AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

THIS MEMORANDUM CONTAINS INFORMATION ABOUT THE COMPANY THAT POTENTIAL INVESTORS
SHOULD KNOW WHEN EVALUATING WHETHER TO INVEST IN THE SECURITIES OFFERED HEREBY
AND SHOULD BE RETAINED FOR FUTURE REFERENCE. THE INFORMATION IN THIS MEMORANDUM
SPEAKS ONLY AS OF ITS DATE UNLESS THE INFORMATION INDICATES SPECIFICALLY THAT
ANOTHER DATE APPLIES. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREIN.

IN AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE
COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

================================================================================
CONFIDENTIAL INFORMATION
================================================================================

THIS MEMORANDUM IS BEING FURNISHED BY THE COMPANY ON A CONFIDENTIAL BASIS IN
CONNECTION WITH AN OFFERING EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS. THE INFORMATION CONTAINED IN THIS
MEMORANDUM IS CONFIDENTIAL AND PROPRIETARY TO THE COMPANY AND IS BEING SUBMITTED
TO POTENTIAL INVESTORS WITH THE EXPRESS UNDERSTANDING THAT, WITHOUT THE PRIOR
EXPRESS PERMISSION OF THE COMPANY, DELIVERY OF THIS MEMORANDUM TO ANY PERSON OR
ANY REPRODUCTION OF THIS MEMORANDUM OR ANY DISCUSSIONS OF THE INFORMATION
CONTAINED HEREIN OR ANY USE OF THE INFORMATION CONTAINED HEREIN FOR ANY PURPOSE
OTHER THAN AS AUTHORIZED BY THE COMPANY IS PROHIBITED. POTENTIAL INVESTORS SHALL
CAUSE THEIR ADVISORS (IF ANY) TO MAINTAIN THE CONFIDENTIALITY OF THE INFORMATION
CONTAINED HEREIN. THE INFORMATION CONTAINED IN THIS MEMORANDUM HAS BEEN PROVIDED
BY THE COMPANY AND NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY
THE COMPANY AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN
THIS MEMORANDUM AFTER THE DATE OF THIS MEMORANDUM.

================================================================================
FORWARD-LOOKING STATEMENTS
================================================================================

THIS MEMORANDUM CONTAINS "FORWARD-LOOKING STATEMENTS" (AS SUCH TERM IS DEFINED
IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995), IN ADDITION, FROM TIME
TO TIME THE COMPANY OR ITS REPRESENTATIVES HAVE MADE OR MAY MAKE FORWARD-LOOKING
STATEMENTS, ORALLY OR IN WRITING. SUCH FORWARD-LOOKING STATEMENTS, GENERALLY CAN
BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES,"
"EXPECTS," "MAY," "WILL," "PLANS," "ESTIMATES," "PREDICTS," "POTENTIAL,"
"CONTINUE," "SHOULD" OR "ANTICIPATES" OR THE NEGATIVE THEREOF OR OTHER
VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSION OF STRATEGY THAT
INVOLVES RISKS AND UNCERTAINTIES. THE COMPANY WISHES TO CAUTION THE INVESTOR
THAT THESE FORWARD-LOOKING STATEMENTS REGARDING MATTERS THAT ARE NOT HISTORICAL
FACTS, ARE ONLY PREDICTIONS AND ESTIMATES REGARDING FUTURE EVENTS AND
CIRCUMSTANCES. ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE SUBJECT TO
MATERIAL RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE
COMPANY. FOR EXAMPLE, COMPETITION IN OUR INDUSTRY IS STRONG AND COULD INCREASE
MORE THAN WE EXPECT, GENERAL ECONOMIC OR BUSINESS CONDITIONS COULD TAKE AN
UNEXPECTED DOWNTURN, AND LEGISLATIVE OR REGULATORY CHANGES COULD ADVERSELY
AFFECT OUR BUSINESS. MARKET CONDITIONS AND THE COMPANY'S ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THE MARKET CONDITIONS AND RESULTS DISCUSSED IN THESE
STATEMENTS.

iii

================================================================================
INFORMATION
================================================================================

The Company is subject to the informational requirements of the SEC
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files period reports, proxy and information
statements and other information with the SEC pursuant to the Exchange Act,
relating to its business, financial statements and other matters.

INFORMATION INCORPORATED BY REFERENCE

The Company's (1) Annual Report on Form 10-KSB for the fiscal year
ended August 31, 2004, that has previously been filed with the SEC, is attached
hereto at Attachment A; (2) Quarterly Report on Form 10-QSB for the fiscal
quarters ended November 30, 2004, and February 28, 2005, that have been
previously filed with the SEC, are available upon request; and (3) Periodic
Reports on Form 8-K since February 28, 2004, that have been previously filed
with the SEC, are available upon request. Attachment A, as well as the Company's
Quarterly Reports and Periodic Reports described above, are incorporated herein
by reference.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and made a part hereof from the date any such document is filed. Any
statements contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.

THIS MEMORANDUM INCORPORATES DOCUMENTS BY REFERENCE THAT MAY NOT BE PRESENTED
HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS, OTHER THAN EXHIBITS
TO SUCH DOCUMENTS, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS MEMORANDUM IS DELIVERED UPON WRITTEN OR ORAL
REQUEST TO:

Clifford Clark
CFO and Secretary
Market Central, Inc.
DBA
Scientigo, Inc.
Suite 300
7810 Ballantyne Commons Parkway
Charlotte, NC 28277

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

SUMMARY OF THE OFFERING
AND
EXCHANGE OFFER

- --------------------------------------------------------------------------------
ISSUER: Market Central, Inc., a Delaware
corporation dba Scientigo, Inc.
(the "Company" or "Scientigo").
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT OF NOTE OFFERING: Up to $6,250,000 Principal Amount
of Scientigo 2005 6.4% Senior
Convertible Notes (the "Notes")
will be offered to accredited
investors and up to 35
non-accredited investors approved
by the Company (collectively the
"Noteholders"). Such Notes will
be made available first to record
holders of the Company's Series A
Preferred Stock (the "Series A
Holders"). To the extent that all
of such Notes are not subscribed
by the Series A Holders, such
additional Notes will be offered
to other accredited investors.
Subject to the right of the
Company to accept lesser
subscription amounts, the minimum
investment in the Notes is
$50,000. See "Description of
Securities Offered in Note
Offering and Exchange Offer."

- --------------------------------------------------------------------------------
NOTE PRICE: Eighty Percent (80%) of Principal
Amount.
- --------------------------------------------------------------------------------
INTEREST RATE: 6.4% per annum payable quarterly
in cash beginning May 31, 2005,
on the Principal Amount of the
Notes.
- --------------------------------------------------------------------------------
MATURITY: May 31, 2007.
- --------------------------------------------------------------------------------
CONVERSION: Convertible at any time by the
Noteholder into Common Stock of
the Company at a conversion rate
of $1.3325 Principal Amount per
share of Common Stock.
- --------------------------------------------------------------------------------
WARRANTS: For each $2.00 Principal Amount
of Notes purchased, the
Noteholder will receive one (1)
Note Warrant to purchase one (1)
share of the Company's Common
Stock at $1.00 per share. The
Note Warrants will be exercisable
through June 30, 2010.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
COLLATERAL: The repayment of the Notes will
be secured by a first priority
security interest in the
Company's intellectual property
granted pursuant to a security
agreement to be entered into by
the Company. Upon the payment or
conversion of $5,000,000 of the
total Principal Amount of the
Notes, the XML patents owned by
Scientigo will be released from
such security interest. Prior to
a payment of any Principal Amount
of the Notes, Noteholders will be
provided with adequate notice to
convert their Notes into Common
Stock if they should so desire.
- --------------------------------------------------------------------------------
EXCHANGE OFFER TO SERIES A HOLDERS: Scientigo will offer to exchange
(a) one (1) Preferred Stock
Warrant to purchase one (1) share
of Common Stock and one (1) share
of Common Stock, for (b) each
share of Series A Preferred Stock
surrendered to the Company by
such Series A Holder for
cancellation (the "Exchange
Offer"). If such Exchange Offer
is accepted by the Series A
Holder, any accrued but unpaid
dividends will be paid through
the issuance of Series A
Preferred Stock and added to the
number of shares exchanged for
Common Stock. Such Preferred
Stock Warrants will be
exercisable at $.85 per share and
will have a term ending June 30,
2007. The Exchange Offer, which
will be offered to holders of
record of the Series A Preferred
Stock as of April 29, 2005, shall
remain available no longer than
the close of business on June 15,
2005, subject to the right of the
Company to extend such time
period for an additional 30 days.

The availability of the Exchange
Offer to the Series A Holders is
not in any way dependent upon the
participation of the Series A
Holders in the Note Offering.
- --------------------------------------------------------------------------------
RISK FACTORS: This investment involves various
and substantial risks, including
the risks more specifically
described at "Risk Factors"
below.
- --------------------------------------------------------------------------------
INCOME TAX CONSEQUENCES: This investment may result in
federal and state income tax
consequences to investors. See
"Certain Income Tax
Consequences."
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
USE OF PROCEEDS: Scientigo intends to use the
proceeds of the offering to
discharge existing liabilities in
the approximate amount of
$2,700,000 (including up to
$150,000 in debt repayments
pursuant to the recapitalization
transactions described at
"Recapitalization Transactions"
below), lending of $400,000 to a
stockholder of the Company
pursuant to the recapitalization
transactions described at
"Recapitalization Transactions"
and to maximize the value of its
intellectual property thorough
expanded sales and marketing
efforts. See "Use of Proceeds."
- --------------------------------------------------------------------------------
RESTRICTIONS ON USE OF PROCEEDS: Except as specifically
contemplated in connection with
the offering, no proceeds may be
used to pay indebtedness to
stockholders of the Company.
- --------------------------------------------------------------------------------
PLACEMENT AGENT: Jones Byrd & Attkisson, Inc.
("JBA") will conduct the Note
offering on a best efforts basis.
JBA or its designee will receive
five percent (5%) of the proceeds
of the offering (before expenses)
to the Company ($250,000 if the
entire Note offering is sold) and
one Warrant to purchase one (1)
share of the Company's Common
Stock at $1.00 per share for each
$10.00 of net proceeds from the
offering (500,000 Warrants if the
entire Note offering is sold).
The Warrants will be exercisable
through June 30, 2010. Ronald L.
Attkisson, a principal of JBA, is
a director of the Company.

JBA will not be paid any
compensation pursuant to the
Exchange Offer.
- --------------------------------------------------------------------------------
OFFERING PROCEDURAL MATTERS: The Note offering will be made to
Accredited Investors and up to 35
non-accredited investors to the
extent that such non-accredited
investors are Series A Holders.
There will be no minimum offering
amount and no escrow arrangement,
i.e., the proceeds of the
offering will be available to the
Company immediately upon
acceptance of subscriptions.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
REGISTRATION RIGHTS: Following the closing of the
offering and upon the demand of
Noteholders holding not less 20%
of the total Principal Amount of
the Notes, the Company will
undertake to register for resale
all shares of Common Stock
underlying the Company's Series A
Preferred Stock, Series B
Preferred Stock, the Notes, all
Warrants issued to JBA in the
offering of Series A Preferred
Stock and the Notes, all Note
Warrants issued to Noteholders,
and all Preferred Stock Warrants
issued to Series A Holders, as
well as all shares of Common
Stock issued to the Series A
Holders in the Exchange Offer.
- --------------------------------------------------------------------------------
NOTE SUBSCRIPTION AGREEMENT: The investment in Notes and Note
Warrants shall be made pursuant
to a Subscription Agreement.
- --------------------------------------------------------------------------------
EXCHANGE OFFER LETTER OF TRANSMITTAL: The
exchange of shares of Series A
Preferred Stock for Common Stock
and Preferred Stock Warrants
shall be made pursuant to a
Letter of Transmittal.
- --------------------------------------------------------------------------------

THE COMPANY

This summary highlights selected information and does not contain all
the information that is important to you. You should carefully read this
Memorandum and the documents we have referred you to above that are filed with
the SEC and incorporated herein.

Market Central, Inc. dba Scientigo, Inc. (the "Company") is primarily
focused in intelligent Business Process Automation technologies, specializing in
developing and licensing intellectual property to partners whose products and
services complement our technologies for the benefit of clients. These
customizable solutions enable organizations to convert data from a processing
and storage burden into a competitive advantage, whether structured,
semi-structured, or unstructured, whether it is in paper or digital form, and
regardless of volume. The Company's believes its technology provides next
generation artificial intelligence and collaboration capabilities today. In
addition, the Company provides customer support and professional services to
support its products. Scientigo's product strategy is to focus on developing and
licensing technologies from its valuable intellectual property portfolio.
Development of the technology that is the foundation of Scientigo's unique
capabilities was begun in the mid 1990s and has resulted in four issued patents
with numerous patents pending or under development both within the United States
and internationally.

Initial testing and demonstration of the product has been on-going and
in March 2005, the Company announced it first license agreement with a customer.

The Company operates two wholly-owned subsidiaries, Convey Systems
International, Inc., a wholly-owned subsidiary that will be the entity that
acquires the assets of Convey Systems and Tech Umbrella from The Tag Group, Inc.
upon the closing of this transaction which is expected to be in May 2005, and
ecommerce support centers, inc ("ECOM"). ECOM contains the Company's call center
assets and operations and as of February 28, 2005, this has been treated as a
discontinued operation in the Company's financial statements.

The Company has entered into a non-binding letter of intent to purchase
substantially all of the assets of The Tag Group, Inc. ("TAG"). These assets
consist of cash, accounts receivable and certain proprietary products in the
areas of web conferencing and collaboration and web-based PC support tools.
Subject to the execution of definitive agreements and TAG shareholder approval,
this transaction is now expected to be completed in May 2005. Audit issues and
stockholder notification requirements relating to TAG caused the delays. TAG and
its wholly-owned subsidiary, Convey Systems, Inc. ("Convey"), and the Company
have executed an agreement whereby the Company is providing day-to-day
management for Convey. The Company will receive the net proceeds from sales of
Convey products from April 15, 2004 through the May 2005 closing. The purchase
price of these assets plus related expenses is expected to be up to
approximately 2,000,000 shares of the Company's Common Stock.

The Company's executive offices are at 7810 Ballantyne Commons Parkway,
Suite 300, Charlotte, NC 28277 and its telephone number is (704) 319-2220.

THE FOLLOWING SELECTED FINANCIAL INFORMATION HAS BEEN DERIVED FROM THE COMPANY'S
CONSOLIDATED FINANCIAL STATEMENTS. THE INFORMATION SET FORTH BELOW IS NOT
NECESSARILY INDICATIVE OF RESULTS OF FUTURE OPERATIONS AND CASH FLOWS AND SHOULD
BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
THERETO APPEARING IN ATTACHMENT A HERETO AND IN THE COMPANY'S 10-QSB FOR THE
QUARTER ENDED FEBRUARY 28, 2005.

RESULTS OF OPERATIONS

Market Central, Inc. (formerly Paladyne Corp.) (the "Company") has two
wholly owned subsidiaries, ecommerce support centers, inc.("ecom") and Convey
Systems International, Inc.. The ecom subsidiary's activities have been
reflected as discontinued operations in the accompanying financial statements.
Convey Systems International, Inc. is inactive at this time.

The Company's on-going operations are conducted within Market Central,
Inc. Market Central, Inc. will be changing its name, with appropriate
shareholder approval to Scientigo, Inc. This change is expected to be effective
in May 2005. The Company is now primarily focused in intelligent Business
Process Automation technologies, specializing in developing and licensing
intellectual property to partners whose products and services complement our
technologies for the benefit of clients. These customizable solutions enable
organizations to convert data from a processing and storage burden into a
competitive advantage, whether structured, semi-structured, or unstructured,
whether it is in paper or digital form, and regardless of volume. The Company's
believes its technology provides next generation artificial intelligence and
collaboration capabilities today. In addition, the Company provides customer
support and professional services to support its products. Scientigo product
strategy is to focus on developing and licensing technologies from its valuable
intellectual property portfolio.

The Company's unaudited condensed consolidated financial statements are
presented on a going concern basis, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. As with any
new venture, concerns must be considered in light of the normal problems,
expenses and complications encountered by entrance into established markets and
the competitive environment in which the Company operates. The unaudited
condensed consolidated financial statements do not include, nor does management
feel it necessary, any adjustments to reflect any possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to
continue as a going concern.

COMPARISON OF THE THREE MONTHS ENDED FEBRUARY 28, 2005 TO THE THREE MONTHS ENDED
FEBRUARY 29, 2004

As discussed in Note B to the financial statements in the Company's
Quarterly Report on Form 10-QSB for the quarter ended February 28, 2005 (the
"10-QSB"), the statements of operations for three months ended February 28, 2005
and February 29, 2004 reflect the reclassification of the Company's call center
operating results into one line item, discontinued operations. Accordingly, all
amounts remaining in the various line items on the statements of operations
reflect the ongoing activities of the Company.

Revenues for the three months ended February 28, 2005 and February 29,
2004 were $5,014 and $-0-, respectively, due to the classification of Company's
call center operations into discontinued operations. As a result of the sale of
the Company's call center in April 2005, all of the revenue from 2004 and most
of that for the 2005 period are combined with related expenses as a separate
line item. The Company's new focus to exploit its intellectual property and
related software products began within the last six months with sales as of
February 28, 2005 being minimal.

Operating expenses, which in the 2004 period included the $4,062,003
impairment charge, were $679,975 and $4,399,486 during the three month periods
ended February 28, 2005 and February 29, 2004, respectively. The 2004 period
amount is $337,483 when the impairment charge is excluded from the amount. The
increase in operating expenses from 2004 to 2005 is $337,483, excluding the
impairment charge and consists of increased payroll and consultant costs
together with a growth in legal and professional fees relating to the Company's
transition from a call center dominated company to a technology based
enterprise. The growth in salaries is a result of the Company's recruitment of
management and marketing personnel needed to exploit its market opportunity.
Depreciation and amortization were $11,432 and $9,210 for the three month
periods ended February 28, 2005 and February 29, 2004, respectively. This
expense includes $8,110 of amortization expenses related to the Company's patent
portfolio during both periods shown.

Other income of $235,661 recognized during the three months ended
February 28, 2005 relates to the Company's settlement of vendor obligations for
amounts less than originally agreed to. Due to the Company's financial condition
during recent years, certain vendor obligations are in arrears and these vendors
have agreed to accept reduced amounts to settle the debts than had been
originally agreed to.

Interest expense decreased slightly from $20,846 to $16,946 during the
three months ended February 29, 2004 as compared to the three months ended
February 28, 2005. This decrease is attributable to reductions in the Company's
vendor notes payable.

COMPARISON OF THE SIX MONTHS ENDED FEBRUARY 28, 2005 TO THE SIX MONTHS ENDED
FEBRUARY 29, 2004

As discussed in Note B to the financial statements in the 10-QSB, the
statements of operations for six months ended February 28, 2005 and February 29,
2004 reflect the reclassification of the Company's call center operating results
into one line item, discontinued operations. Accordingly, all amounts remaining
in the various line items on the statements of operations reflect the ongoing
activities of the Company.

Revenues for the six months ended February 28, 2005 and February 29,
2004 were $6,784 and $-0-, respectively, due to the classification of Company's
call center operations into discontinued operations. As a result of the sale of
the Company's call center in April 2005, all of the revenue from 2004 and most
of that for the 2005 period are combined with related expenses as a separate
line item. The Company's new focus to exploit its intellectual property and
related software products began within the last six months with sales as of
February 28, 2005 being minimal.

Operating expenses, which in the 2004 period included the $4,062,003
impairment charge, were $1,474,597 and $4,477,564 during the six month periods
ended February 28, 2005 and February 29, 2004, respectively. The 2004 period
amount is $415,561 when the impairment charge is excluded from the amount. The
increase in operating expenses from 2004 to 2005 is $1,059,036, excluding the
impairment charge and consists of increased payroll and consultant costs
together with a growth in legal and professional fees relating to the Company's
transition from a call center dominated company to a technology based
enterprise. During the six month periods ended February 28, 2005 and February
29, 2004, the increase in Operating expenses is also the result of the shift of
general and administrative personnel and costs related to the on-going
operations of the Company being effected during the first few months of the 2005
period while in 2004, these items were generally focused on the call center
operations and have been reclassified into discontinued operations. The growth
in salaries is a result of the Company's recruitment of management and marketing
personnel needed to exploit its market opportunity. Depreciation and
amortization were $22,863 and $18,420 for the six month periods ended February
28, 2005 and February 29, 2004, respectively. This expense includes $16,220 of
amortization expenses related to the Company's patent portfolio during both
periods shown.

Interest expense increased slightly from $33,870 to $44,499 during the
six months ended February 29, 2004 as compared to the six months ended February
28, 2005. This increase is attributable to interest costs during the first part
of the 2005 period including certain fees as a result of late payments.

LIQUIDITY AND CAPITAL RESOURCES

The Company is not currently generating positive cash flow and its cash
resources on hand are insufficient for its long term needs. As a result, certain
vendor payables, capital leases and other obligations are in arrears and in
default. Sale of Series A Convertible Preferred shares since November 2004 has
resulted in approximately $1,717,000 in capital for the Company through April 4,
2005. These have been the primary source of capital for the Company and
approximately $500,000 remains to be sold unless additional shares are
authorized by the Board of Directors. The Company's decision to sell its call
center operations will result in improved cash flows but the Company must, and
is continuing pursue other capital sources to enable it to grow and enhance its
operations going forward. The Company's Board of Directors has approved a term
sheet for a convertible debt offering that if successfully completed should
provide the Company with long term financial stability.

The Company's principal cash requirements are for selling, general and
administrative expenses, employee costs, funding of accounts receivable and
capital expenditures. The Company's redirection to a technology enterprise that
includes both software products and licensing of intellectual property will
dramatically alter all phases of the Company's operations and cash flow issues.

Cash used in operating activities was $2,204,379 for the six months
ended February 28, 2005. This was due primarily as a result of operating losses,
caused by the revenue levels that are at less than a breakeven volume.
Increasing revenues or further cost cutting will be required in the future. The
Company invested $10,801 in computers and furniture during this period. The
Company met its cash requirements during the six months ended February 28, 2005
mainly through the receipt of $1,915,749 in proceeds from its sale of its Series
A Preferred Stock, net of offering expenses of approximately $201,333.

While the Company has continued to raise capital to meet its working
capital requirements, additional financing is required in order to meet future
needs. There are no assurances the Company will be successful in raising the
funds required and any equity raised would be substantially dilutive to existing
shareholders.

The Company's independent certified public accountants have stated in
their report included in the Company's August 31, 2004 Form 10-KSB, that the
Company has incurred operating losses in the last two years, and that the
Company is dependent upon management's ability to develop profitable operations.
These factors among others may raise substantial doubt about the Company's
ability to continue as a going concern.

INFLATION

In the opinion of management, inflation has not had a material effect
on the operations of the Company.

RECAPITALIZATION TRANSACTIONS

In November 2004, the Company's two largest shareholders notified the
Company that they were returning 5,880,740 shares of Common Stock to the
Company's treasury, canceling warrants that they owned which provided them with
the right to purchase approximately 2,300,000 shares of Common Stock in the
Company, resigning from the Company's Board of Directors and seeking to convert
approximately $1,000,000 in demand Notes due from the Company into shares of the
Company's Series A Preferred Stock. One of the shareholders has returned
2,940,370 shares of Common Stock, cancelled warrants to purchase 1,166,666
shares of Common Stock and converted $701,786 of indebtedness into shares of the
Company's Series A Preferred Stock. Further, it was agreed that the Company's
bank debt of $1,250,000 would be assumed by the other shareholder in exchange
for a note payable from the Company, which the shareholder completed in December
2004. At that time, the Company was released from such note. This new note
provides for interest only, at LIBOR plus 2.75%, through the earlier of when the
shareholder returns 2,940,370 shares of Common Stock to the Company, but no
later than April 30, 2005. Effective April 20, 2005, the Company and such
shareholder entered into an agreement which terminates earlier agreements and
provides for the contribution of 3,100,000 shares of Common Stock to the Company
by the shareholder. In return, the Company will lend such shareholder $400,000
of the proceeds of the Note Offering for the purpose of discharging indebtedness
of such shareholder, enter into a loan agreement with the shareholder as
previously agreed to including the payment of approximately $150,000 of the
$1,250,000 principal of such indebtedness and issue the shareholder 262,238

shares of the Series A Preferred Stock in payment of all other outstanding
indebtedness of the Company to such shareholder. The $400,000 loan is to be
repaid out of the proceeds of the sale of a portion of the remaining shares of
the Common Stock owned by such shareholder and in any event not later than one
(1) year from the date of such loan. All of such transactions are to be
completed by June 1, 2005.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 85,000,000 shares of
Common Stock and 10,000,000 shares of Preferred Stock.

The following is a summary of the rights of the Company's Common Stock and
Preferred Stock. This summary is not complete. For more detailed information,
refer to the Company's Certificate of Incorporation which is filed as an exhibit
to the Company's Annual Report on Form 10-KSB.

Common Stock

At April 20, 2005, the Company had 9,946,823 shares of Common Stock
outstanding prior to the return of 3,100,000 shares of Common Stock which are
due by June 1, 2005. See "Recapitalization Transactions." After the return of
these shares, the Company would have 7,006,453 shares of Common Stock
outstanding. As of April 20, 2005, the Company had 153 record holders of Common
Stock.

Dividend Rights. Subject to preferences that may apply to shares of
preferred stock, including the Preferred Stock, outstanding at the time, the
holders of outstanding shares of Common Stock are entitled to receive dividends
out of assets legally available at the times and in the amounts as the Company's
board of directors may from time to time determine. Currently, the Company's
board of directors does not intend to pay any dividends to holders of shares of
Common Stock.

Voting Rights. Each Common Stockholder is entitled to one vote for each
share of Common Stock held on all matters submitted to a vote of stockholders.
Cumulative voting for the election of directors is not provided for in the
Company's Certificate of Incorporation, which means that the holders of a
majority of the shares voted can elect all of the directors then standing for
election.

No Preemptive or Similar Rights. The Common Stock is not entitled to
preemptive rights and is not subject to conversion or redemption.Right to
Receive Liquidation Distributions. Upon the Company's liquidation, dissolution
or winding-up, the assets legally available for distribution to the Company's
stockholders are distributable ratably among the holders of our Common Stock and
any participating Preferred Stock outstanding at that time after payment of
liquidation preferences, if any, on any outstanding Preferred Stock and payment
of other claims of creditors.

Preferred Stock

The Company's board of directors is authorized, subject to the limits
imposed by the Delaware General Corporation Law, to issue 10,000,000 shares of
preferred stock in one or more series, to establish from time to time the number
of shares to be included in each series, to fix the rights, preferences and
privileges of the shares of each wholly unissued series and any of its
qualifications, limitations and restrictions. The board of directors can also
increase or decrease the number of shares of any series, but not below the
number of shares of that series then outstanding, without any further vote or
action by the Company's stockholders.

The board of directors may authorize the issuance of preferred stock
with voting or conversion rights that adversely affect the voting power or other
rights of the Company's Common Stockholders. The issuance of additional
preferred stock, while providing flexibility in connection with possible
acquisitions, financings and other corporate purposes, could have the effect of
delaying, deferring or preventing the Company's change in control and may cause
the market price of the Common Stock to decline or impair the voting and other
rights of the holders of the Common Stock.

Series A Preferred Stock

At April 20, 2005, 4,915,336 shares of Series A Preferred Stock were
outstanding. This is prior to the issuance to one of the Company's two largest
shareholders of Series A Preferred Stock as agreed to on April 20, 2004 (see
description above in "Recapitalization Transactions"). This agreement provides
for an additional 262,238 shares of Series A Preferred Stock to be issued.

The Company's board of directors adopted the original Certificate of
Designations containing the terms of the Series A Preferred Stock effective
December 4, 2003, as subsequently amended. These terms include the following:

Price. $1.3325 per share of Series A Preferred Stock.

Dividends. Four percent (4%) cumulative annually payable when, as and
if declared by the board of directors of the Company, in additional shares of
Series A Preferred Stock determined by dividing the amount of such dividend by
the Series A Liquidation Value. Such dividends shall begin to accrue on December
15, 2003, except to the extent that dividends accrue on the portion of a
holder's Liquidation Value resulting from the issuance of additional shares of
Series A Preferred Stock as dividends, in which event such dividends shall
accrue from the date of issuance of such additional shares of Series A Preferred
Stock. No dividends may be paid on shares of Common Stock unless the dividends
due on the shares of Series A Preferred Stock have been paid currently.

Series A Liquidation Value. $1.3325 per share of Series A Preferred
Stock, as adjusted for certain reorganizations and reclassifications.

Conversion Rights. At any time after the first anniversary of the date
of issuance of the Series A Preferred Stock, the holder may elect to convert his
shares of Series A Preferred Stock into shares of Common Stock on a one-for-one
basis, as adjusted for certain reorganizations and reclassifications.

Registration Rights. Holders of Series A Preferred Stock have the right
to request the registration of the Common Stock issued to them upon conversion
of their shares of Series A Preferred Stock in the event that the Company
proposes to conduct certain public offerings of their securities (a "Qualified
Offering"). Such rights are subject to restrictions based on market conditions,
the size of the public offering and the type of offering.

Company Redemption Rights. At any time after December 14, 2005, but
before a Qualified Offering, the Company has the right to redeem all but not
less than all of the shares of Series A Preferred Stock at their Series A
Liquidation Value upon notice to such shareholders. Upon the receipt of such
notice, the holders of the Series A Preferred Stock will have the right to
convert their shares of Series A Preferred Stock into shares of Common Stock and
not be subject to such redemption.

Liquidation. Upon a liquidation or dissolution of the Company, the
holders of Series A Preferred Stock will be entitled to a liquidation preference
in the amount of the Series A Liquidation Value before any distribution to the
holders of Common Stock. In the event the amount available for distribution is
less than the aggregate Series A Liquidation Value, such amounts will be
distributed pro rata to the holders of the Series A Preferred Stock.

Voting Rights. Except as provided by Delaware law, the holders of
Series A Preferred Stock will have no voting rights in the Company.

Additional Series A Preferred Stock. On September 13, 2004, the
Company's Board of Directors increased the number of designated shares of Series
A Preferred Stock from 2,251,407 shares to 3,001,877 shares. On November 17,
2004, the Company's Board of Directors increased the number of designated shares
of Series A Preferred Stock from 3,001,877 shares to 5,253,287 shares. On April
21, 2005, the Company's Board of Directors increased the number of designated
shares of Series A Preferred Stock from 5,253,287 shares to 5,628,518 shares.

Series B Preferred Stock

On March 25, 2004, the Company entered into an agreement to issue to an
investment group 350,000 shares of its newly designated Series B Convertible
Preferred Stock, $.001 par value per share, with a stated value of $10.00 per
share and an aggregate stated value of $3.5 million (the "Series B Preferred
Stock").

The Company's board of directors adopted the original Certificate of
Designations containing the terms of the Series B Preferred Stock effective
March 24, 2004. These terms include the following:

Price. $5.00 per share of Series B Preferred Stock.

Dividends. None.

Series B Liquidation Value. $10.00 per share of Series B Preferred
Stock, as adjusted for certain reorganizations and reclassifications.

Conversion Rights. At any time, the holder of the Series B Preferred
Stock may elect to convert its shares of Series B Preferred Stock into shares of
Common Stock at a conversion price, as applied against the stated value of the
Series B Preferred Stock, that is 80% of the lowest closing bid price of the
Company's Common Stock during the ten (10) days prior to the conversion notice.
Such conversion price has a floor of $.875 and a ceiling of $1.75. Such
conversion price is adjusted for certain reorganizations and reclassifications.

Option Rights. The holder of the Series B Preferred Stock received an
option to acquire additional shares of Company Common Stock to the extent that
the full exercise of its conversion rights described above results in the
receipt of less than 4,000,000 shares of Common Stock. Such option will have an
exercise price of $1.92, $.10 above the closing bid price on the effective date
of the agreement between the parties, and will be exercisable for a 30-day
period following the completion of the conversion of all shares of Series B
Preferred Stock. The option is exercisable only upon the payment of the cash
exercise price.

Registration Rights. Holders of Series B Preferred Stock have the right
to request the registration of the Common Stock issued to them upon conversion
of their shares of Series B Preferred Stock. Such rights are subject to
restrictions based on market conditions, the size of the public offering and the
type of offering.

Company Redemption Rights. At any time prior to the conversion of all
shares of Series B Preferred Stock by the holders, in the event of certain
defined transactions which constitute a change of control of the Company, the
Company has the right to require the conversion of all remaining outstanding
shares of Series B Preferred Stock. of Series B Preferred Stock into shares of
Common Stock and not be subject to such redemption.

Liquidation Preference. Upon a liquidation or dissolution of the
Company, the holders of Series B Preferred Stock will be entitled to a
liquidation preference in the amount of the Series B Liquidation Value before
any distribution to the holders of Common Stock. With respect to the Series A
Preferred Stock, the Series B Liquidation Value shall be $5.00 per share of
Series B Preferred Stock until such time that the holders of the Series A
Preferred Stock have received their full Series A Liquidation Value. At such
time, the holders of the Series B Preferred Stock will be entitled to receive an
additional $5.00 per share Liquidation Value prior to any further distributions
to other holders of Company stock. In the event the amount available for
distribution is less than the aggregate Series A Liquidation Value and Series B
Liquidation Value, such amounts will be distributed pro rata to the holders of
the Series A Preferred Stock and the Series B Preferred Stock.

Voting Rights. Except as provided by Delaware law, the holders of
Series B Preferred Stock will have no voting rights in the Company.

Options and Warrants

As of April 20, 2005, there were (i) options outstanding to purchase
5,935,760 shares of the Company's Common Stock, at a weighted average exercise
price of $2.02 per share, and (ii) warrants outstanding to purchase 2,573,578
shares of the Company's Common Stock, at a weighted average exercise price of

$2.53 per share. Generally, each warrant contains provisions for the adjustment
of its exercise price and the number of shares issuable upon its exercise upon
the occurrence of any stock dividend or stock split. Certain of the warrants
have net exercise provisions under which the holder may, in lieu of payment of
the exercise price in cash, surrender the warrant and receive a net amount of
shares based on the fair market value of our Common Stock at the time of
exercise of the warrant after deduction of the aggregate exercise price. The
option totals do not include those options which may be available to the holder
of the Series B Preferred Stock upon its conversion to Common Stock.

Pro Forma Condensed Capitalization Summary

The following table summarizes, as of March 15, 2005, the pro forma
effect on the Common Stock of the Company and the proceeds to the Company of the
Note offering, the exchange of all outstanding shares of Series A Preferred
Stock pursuant to the Exchange Offer, the contribution to the Company of
5,880,740 shares of Common Stock by two shareholders of the Company, the
conversion of indebtedness payable to such shareholders into shares of Series A
Preferred Stock and the conversion of such Preferred Stock to Common Stock, the
conversion of all outstanding shares of Series B Preferred Stock into Common
Stock, the exercise of all Note Warrants and Preferred Stock Warrants issued
pursuant to the Note offering and the Exchange Offer, respectively, and the
issuance of Common Stock to acquire all of the assets of TAG:

Pro Forma Capitalization
March 15, 2005
Proceeds to
No. of Shares Company
------------- -------

Common shares outstanding: 9,946,823 --
Deductions:
Shares Contributed by Shareholders (3,100,00) --

Conversions from Preferred Stock to Common Stock:
Series A outstanding at April 20, 2005 4,915,336 --
Series B (minimum conversion ratio) 2,000,000 --

Conversion of indebtedness to Series A Preferred
Stock and subsequent conversion into
Common Stock by:
Shareholders 262,238 --
-----------

Subtotal 14,024,397

Sale of remaining Series A Preferred Stock and
subsequent conversion into Common Stock: 450,944 $ 600,883

Sale of Scientigo 2005 6.4% Senior Convertible
Notes and subsequent conversion into
Common Stock 4,690,431 5,000,000

Exercise of Exchange Offer and subsequent
exercise of Preferred Stock Warrant 5,628,518 4,784,240

Exercise of Note Warrants accompanying the
6.4% Senior Convertible Notes 3,125,000 3,125,000

Issuance of Common Stock in conjunction the
Purchase of assets of The Tag Group, Inc. 2,000,000 --
-----------

Total 29,919,290 $13,510,123
=========== ===========

This table does not include the exercise of the options and warrants that are
disclosed as currently outstanding in other parts of this Memorandum, nor are
any of the warrants related to the commissions for the sale of the Series A
Preferred Stock or the Notes issued in this offering included.

RISK FACTORS

You should consider carefully the following factors, in addition to
those documents that Scientigo has filed with the SEC, which we have
incorporated by reference into this document, and other information included in
this Memorandum, before making an investment decision.

The Company has incurred significant losses recently. The Company has
incurred significant losses. There is no assurance that such losses will not
continue to occur.

The Company is not currently generating positive cash flow and its cash
resources on hand are insufficient for its long term needs. In the absence of
the obtaining of additional capital, the Company would be unable to continue
operations at its current level for any significant period of time.

The Notes are not a liquid investment. The Notes offered herein will
not be freely tradable and there will be no public market for such Notes. Upon
conversion of the Notes into shares of Common Stock, such shares will continue
to be restricted securities until they are registered for resale in a resale
public offering. As such, upon conversion, they will be salable under all
applicable provisions of Rule 144 promulgated by the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended.

The Company's industry is very competitive. Scientigo long-term success
will depend on our ability to compete successfully with other companies which
develop intellectual property similar to ours. Some of our competitors will have
a broader geographic reach and customer base and a longer history of combined
operations than we have. As a result, some competitors may be able to provide a
broader range of technology to their customers more efficiently than we can.

General economic or business conditions could be worse than management
expects. Any factors that adversely affect the economy of our market areas could
adversely affect the Company's performance.

Fluctuations in market prices may cause the value of the shares of
Common Stock that investors receive upon conversion to be less than the price of
the Notes. Upon conversion of the Notes into shares of Common Stock, there will
be no adjustment for changes after the date of issuance of the Notes in the
market price of the Common Stock. Any change in the price of the Common Stock
will affect the value investors may receive upon conversion.

DESCRIPTION OF SECURITIES OFFERED
IN NOTE OFFERING AND
EXCHANGE OFFER

Note and Note Warrant Offering

Up to $6,250,000 Principal Amount of Scientigo 2005 6.4% Senior
Convertible Notes (the "Notes") will be offered to accredited investors and up
to 35 non-accredited investors approved by the Company (collectively the
"Noteholders"). Such Notes will be made available first to record holders of the
Company's Series A Preferred Stock (the "Series A Holders"). To the extent that
all of such Notes are not subscribed by the Series A Holders, such additional
Notes will be offered to other accredited investors. Subject to the right of the
Company to accept lesser subscription amounts, the minimum investment in the
Notes is $50,000.

Notes. The Notes will be issued pursuant to the Subscription Agreement
attached as Attachment B hereto and in form of the Note attached as Attachment C
hereto and will be convertible into Common Stock at the rate of one share per
$1.3325 of Principal Amount of the Notes. The Note Price will be eight percent
(80%) of Principal Amount. Interest at the rate of 6.4% per annum will be
payable quarterly in cash beginning May 31, 2005, on the Principal Amount of the
Notes. The Notes will mature and be payable in full on May 31, 2007. The Notes
may be prepaid at any time by the Company without penalty. The repayment of the
Notes will be secured by a first priority security interest in the Company's
intellectual property granted pursuant to a security agreement to be entered
into by the Company. Upon the payment or conversion of $5,000,000 of the total
Principal Amount of the Notes, the XML patents owned by Scientigo will be
released from such security interest. Prior to a payment of any Principal Amount
of the Notes, Noteholders will be provided with thirty (30) days written notice
in the event that they wish to convert their Notes into Common Stock prior to
such payment. Following the closing of the offering and upon the demand of
Noteholders holding not less 20% of the total Principal Amount of the Notes, the
Company will undertake to register for resale all shares of Common Stock
underlying the Company's Series A Preferred Stock, Series B Preferred Stock, the
Notes, all Warrants issued to JBA in the offering of Series A Preferred Stock
and the Notes, all Note Warrants issued to Noteholders, all Preferred Stock
Warrants issued to Series A Holders and all shares of Common Stock issued to the
Series A Holders in the Exchange Offer.

Note Warrants. The Note Warrants will be issued pursuant to the
Subscription Agreement attached as Attachment B hereto and in the form of the
Note Warrant attached as Attachment D hereto. For each $2.00 Principal Amount of
Notes purchased, the Noteholder will receive one (1) Note Warrant to purchase
one (1) share of the Company's Common Stock at $1.00 per share. The Note
Warrants will be exercisable through June 30, 2010. The other terms and
conditions of the Note Warrants are set forth in the form of Note Warrant.

Exchange Offer

Scientigo will offer, to Series A Holders of record on April 29, 2005,
to exchange (a) one (1) Preferred Stock Warrant to purchase one (1) share of
Common Stock and one (1) share of Common Stock, for (b) each share of Series A
Preferred Stock surrendered to the Company by such Series A Holder for

cancellation (the "Exchange Offer"). If such Exchange Offer is accepted by the
Series A Holder, any accrued but unpaid dividends will be paid in shares of
Series A Preferred Stock and added to the number of shares exchanged for Common
Stock. Such Preferred Stock Warrants will be exercisable at $.85 per share and
will have a term ending June 30, 2007. The exchange offer shall remain open
until the close of business on June 15, 2005, subject to the right of the
Company to extend such time period for an additional 30 days. The other terms
and conditions of the Preferred Stock Warrants are set forth in the form of
Preferred Stock Warrant attached as Attachment E hereto. Series A Holders of
record on April 29, 2005, will be able to elect to accept the Exchange Offer by
completing the Letter of Transmittal attached as Attachment F hereto, enclosing
their properly endorsed certificate(s) evidencing their shares of Series A
Preferred Stock and mailing such documents to the Company at the address set
forth in the Letter of Transmittal. Such Letter of Transmittal must be received
by the Company not later than June 15, 2005, subject to the right of the Company
to extend such time period for an additional 30 days. Upon receipt and
verification of accuracy, the Company will promptly deliver to the Series A
Holder the Preferred Stock Warrant and a certificate evidencing the Common Stock
issuable to the Series A Holder. The shares of Series A Preferred Stock
exchanged will thereafter be cancelled by the Company.

CERTAIN INCOME TAX CONSEQUENCES

Note and Note Offering

This general discussion of certain U.S. federal income and estate tax
considerations with respect to the purchase, ownership and disposition of a Note
and Note Warrants (hereinafter sometimes described as a "Unit"), and of a share
of Common Stock acquired upon conversion of a Note or exercise of a Note Warrant
applies to you if you acquire a Unit for cash on its original issuance at its
issue price and if you hold the Unit, the Note, the Note Warrants and any Common
Stock acquired on conversion of the Note or exercise of a Note Warrant as a
capital asset within the meaning of Section 1221 of the Internal Revenue Code of
1986, as amended, hereafter referred to as the "Code".

This discussion is based upon the Code, Treasury regulations, Internal
Revenue Service rulings and pronouncements and judicial decisions now in effect,
each of which is subject to change at any time by legislative, administrative,
or judicial action, possibly with retroactive effect. The discussion does not
discuss every aspect of U.S. federal income and estate taxation that may be
relevant to a particular taxpayer in light of its individual circumstances or to
persons who are otherwise subject to special tax treatment. For example, special
rules not discussed here may apply to you if you are:

o a bank or other financial institution

o a broker-dealer;

o an insurance company;

o a regulated investment company, real estate investment trust or real
estate mortgage investment conduit;

o a pension or other employee benefit plan;

o a tax-exempt organization or entity;

o a U.S. expatriate;

o a person holding Units, Notes, Note Warrants or Common Stock as a
part of a straddle, "hedge" or "conversion transaction" with other
investments,

o a person who has elected mark-to-market accounting

o a hybrid entity or an owner of interests therein; or

o a holder whose functional currency is not the U.S. dollar.

In addition, this discussion does not address the effect of any
applicable foreign, state, local or other tax laws. We have not sought and will
not seek any rulings from the Internal Revenue Service concerning the tax
consequences of the purchase, ownership or disposition of a Unit, a Note, a Note
Warrant or a share of Common Stock and, accordingly, we cannot assure you that
the Internal Revenue Service will not successfully challenge the tax
consequences described below. We urge you to consult your tax adviser with
respect to the U.S. federal income and estate tax considerations relevant to
holding and disposing of a Unit, a Note, a Note Warrant or a share of Common
Stock as well as any tax considerations applicable under the laws of any
foreign, state, local or other taxing jurisdiction.

U.S. Holders

If you are a "U.S. Holder," as defined below, this section applies to
you. Otherwise, the section entitled "Non-U.S. Holders" applies to you. You are
a U.S. Holder if you are the beneficial owner of a Unit, a Note, a Note Warrant
or a share of Common Stock acquired on conversion of a Note or exercise of a
Note Warrant and you are:

o a citizen or resident alien individual of the United States,

o a corporation, or an entity treated as a corporation, organized
under the law of the United States, any State thereof or the
District of Columbia,

o an estate the income of which is subject to U.S. federal income tax
without regard to its source or

o a trust if (1) a court within the United States is able to exercise
primary supervision over the administration of the trust, and one or
more United States persons have the authority to control all
substantial decisions of the trust, or (2) the trust was in
existence on August 20, 1996 and properly elected to continue to be
treated as a United States person.

If a partnership, including for this purpose any entity treated as a partnership
for U.S. federal tax purposes, is a beneficial owner of a Unit, a Note, a Note
Warrant or a share of Common Stock, the U.S. tax treatment of a partner in the
partnership generally will depend on the status of the partner and the
activities of the partnership. A holder that is a partnership and partners in
that partnership should consult their own tax advisers regarding their U.S.
federal income tax consequences.

Allocation of Issue Price Among Notes and Note Warrants. For U.S.
federal income tax purposes, each Unit will be treated as an investment Unit
consisting of a Note and Note Warrants. The issue price of a Unit will be the
first price at which a substantial portion of the Units is sold for money,
excluding sales to bond houses, brokers or similar persons or organizations
acting the capacity of underwriters, placement agents or wholesalers. The issue
price of each Unit must be allocated between the Note and Note Warrants based
upon their relative fair market values. That allocation will be used to
determine each U.S. Holder's income tax basis in the Note Warrants and initial
tax basis in the Note and, as described below, the issue price of the Note. We
will allocate the issue price of each Unit between the Note and the Note
Warrants comprising the Unit in accordance with our determination of their
relative fair market values on the issue date. This allocation will not be
binding on the Internal Revenue Service, which may challenge the allocation.
However, a U.S. Holder is bound by our allocation, unless the U.S. Holder
explicitly discloses in a timely filed U.S. federal income tax return of the
U.S. Holder for the taxable year in which it acquires the Unit that it intends
to use an allocation that is inconsistent with our allocation.

Original Issue Discount. Because the Notes are being sold at a
substantial discount from their principal amount at maturity, the Notes will be
treated as issued with original issue discount, referred to as "OID," in an
amount equal to the excess of the "stated redemption price at maturity" over the
"issue price" of the Notes. The "issue price" of a Note will equal the portion
of the issue price of the Unit allocated to the Note as described under
"--Allocation of Issue Price Among Notes and Warrants." The "stated redemption
price at maturity" is the sum of all payments to be made on the Notes other than
"qualified stated interest." The term "qualified stated interest" means,
generally, stated interest that is unconditionally payable at least annually at
a single fixed or variable rate. Because interest will be paid on the Notes
quarterly at a single fixed rate, all of the interest paid on the Notes will be
qualified stated interest. Accordingly, the stated redemption price at maturity
of the Notes should be the stated principal amount of the Notes.

A U.S. Holder of a Note, in general, must include in income OID
calculated on a constant-yield accrual method prescribed by Treasury regulations
in advance of the receipt of some or all of the related cash payments. The
amount of OID included in income by an initial U.S. Holder of a Note is the sum
of the "daily portions" of OID with respect to that Note for each day during the
taxable year or portion of the taxable year in which the U.S. Holder holds that
Note. This amount is referred to as "accrued OID." The daily portion is
determined by allocating to each day in any accrual period a pro rata portion of
the OID allocable to that accrual period. The accrual period for the Notes may
be of any length selected by the U.S. Holder and may vary in length over the
term of the Notes, provided that each accrual period is no longer than one year
and each scheduled payment of principal or interest occurs on the first day or
the final day of an accrual period. The amount of OID allocable to any accrual
period is equal to:

o the product of the Note's adjusted issue price at the beginning of
the accrual period and the Note's yield to maturity, determined on
the basis of compounding at the close of each accrual period,
properly adjusted for the length of the accrual period, over

o the qualified stated interest allocable to the accrual period. OID
allocable to the final accrual period is the difference between the
amount payable at maturity of the Note and the Note's "adjusted
issue price" at the beginning of the final accrual period. Special
rules will apply in calculating OID for an initial short accrual
period. The "adjusted issue price" of a Note at the beginning of any
accrual period is equal to its issue price increased by the accrued
OID for each prior accrual period and reduced by any payments other
than qualified stated interest made on the Note on or before the
first day of the accrual period.

Sale, Exchange or Retirement of Notes. Upon a sale, exchange or
retirement of a Note, a U.S. Holder will recognize gain or loss to the extent of
the difference between the sum of the cash and the fair market value of any
property received for the Note and the U.S. Holder's adjusted tax basis in the
Note. A U.S. Holder's tax basis in a Note will equal the portion of the issue
price of a Unit allocated to the Note increased by any OID included in the
holder's income prior to the disposition of the Note and reduced by any payments
other than qualified stated interest received on the Note. Any gain or loss
recognized by a U.S. Holder upon a sale, exchange or retirement of a Note will
be capital gain or loss and will be long-term capital gain or loss if the Note
has been held for more than one year.

Conversion of Notes. Upon a conversion of a Note for Common Stock, a
U.S. Holder will not recognize gain or loss except to the extent cash is
received in lieu of a fractional share. A U.S. Holder's basis in the Common
Stock will be equal to the holder's basis in the Note that was converted
therefor, and the holder's holding period for that Common Stock will include the
holder's holding period for that Note.

Disposition of Units. Upon a sale, exchange or retirement of a Unit, a
U.S. Holder will recognize gain or loss on each of the Note and the Note
Warrants, respectively. For purposes of determining gain or loss in respect of
each of the Note and the Note Warrants, the proceeds realized upon the sale,
exchange or retirement will be allocated between the Note and the Note Warrants
based on their then relative fair market values. Consequently, the gain or loss
realized upon the sale, exchange or retirement will be calculated separately for
each of the Note and the Note Warrants and will equal the difference between the
amount so allocated and the adjusted basis of the Note or Note Warrants,
respectively, as described above, at that time.

Tax Treatment of Note Warrants. A U.S. Holder will recognize gain or
loss upon a sale, redemption, lapse or other taxable disposition of a Note
Warrant in an amount equal to the difference between the sum of the amount of
cash and the fair market value of any property received for the Note Warrant and
the U.S. Holder's tax basis in the Note Warrant. A U.S. Holder's tax basis in a
Note Warrant will equal that portion of the issue price of the Unit that is
allocated to the Note Warrant, as described in "--Allocation of Issue Price
Among Notes and Note Warrants" above. That gain or loss will be capital gain or
loss if the Common Stock to which the Note Warrant relates would be a capital

asset in the hands of the Note Warrant holder and will be long-term capital gain
or loss if the holding period for the Note Warrant exceeds one year.

The exercise of a Note Warrant will not be a taxable event for the
exercising U.S. Holder, except with respect to cash, if any, received in lieu of
a fractional share. A U.S. Holder will have a tax basis in the shares of Common
Stock received upon exercise of a Note Warrant equal to the sum of the U.S.
Holder's tax basis in the Note Warrant surrendered and the exercise price of the
Note Warrant, as adjusted for any fractional share for which cash is received. A
U.S. Holder generally will have a holding period in shares of Common Stock
acquired upon exercise of a Note Warrant that commences on the date of exercise
of the Note Warrant.

An adjustment to the exercise price of the Note Warrants, or the
failure to make an adjustment, in certain circumstances, may result in a
constructive distribution to the holders of the Note Warrants that could be
taxable as a dividend under Section 305 of the Code. In that event, a holder's
tax basis in the Note Warrant would increase by the amount of the dividend.

Tax Treatment of Common Stock Acquired on Conversion of a Note or
Exercise of a Warrant. Cash distributed on Common Stock will be treated as a
dividend to the extent of our current and accumulated earnings and profits
attributable to the distribution as determined under U.S. federal income tax
principles. Subject to certain exceptions for short-term and hedged positions, a
dividend a noncorporate shareholder receives on a share before January 1, 2009
will be subject to a maximum tax rate of 15%. If the amount of a distribution
exceeds our current and accumulated earnings and profits attributable to the
distribution, the distribution next will be treated as a nontaxable return of
capital and will he applied against and reduce your adjusted tax basis in the
Common Stock, but not below zero. If the distribution exceeds both our current
and accumulated earnings and profits attributable to the distribution and your
adjusted tax basis in your Common Stock, the excess will be treated as capital
gain and will be either long-term or short-term capital gain depending on
whether your holding period for that Common Stock is or is not more than one
year.

Corporate holders of Common Stock generally should be eligible for the
70% dividends-received deduction with respect to the portion of any distribution
on the stock taxable as a dividend. However, corporate investors should consider
certain provisions that may limit the availability of a dividends-received
deduction, including but not limited to the holding period rules of Section
246(c) of the Code, the rules of Section 246A that reduce the dividends-received
deduction for dividends on certain debt-financed stock, and the rules in Section
1059 of the Code that reduce the basis of stock, and may require recognition of
taxable gain, in respect of certain extraordinary dividends. Corporate holders
should also consider the effect of the dividends-received deduction on the
determination of alternative minimum tax liability.

above. The gain or loss will be long-term capital gain or loss if your holding
period for your Common Stock exceeds one year. For corporate taxpayers,
long-term capital gains are taxed at the same rate as ordinary income. For
noncorporate taxpayers, net capital gains--the excess of the taxpayer's net
long-term capital gains over short-term capital losses--are subject to a maximum
tax rate of 15%. The deductibility of capital losses is restricted and generally
may be used only to reduce capital gains to the extent thereof.

Information Reporting; Backup Withholding. We are required to furnish
to record holders of the Notes and record holders of Common Stock, other than
corporations and other exempt holders, and to the Internal Revenue Service,
information with respect to interest paid and OID accrued on the Notes and
dividends paid on the Common Stock.

Certain U.S. Holders may be subject to backup withholding at the rate
of 28% with respect to interest and OID paid on a Note, with respect to
dividends paid on Common Stock or with respect to proceeds received from a
disposition of a Unit, a Note, a Note Warrant or a share of Common Stock.
Generally, backup withholding applies only if:

o the payee fails to furnish a correct taxpayer identification number
to the payer in the manner required or fails to demonstrate that it
otherwise qualifies for an exemption;

o the Internal Revenue Service notifies the payer that the taxpayer
identification number furnished by the payee is incorrect;

o the payee has failed to report properly the receipt of a "reportable
payment" on one or more occasions, and the Internal Revenue Service
has notified the payer that withholding is required; or

o the payee fails, in certain circumstances, to provide a certified
statement, signed under penalties of perjury, that the taxpayer
identification number furnished is the correct number and that the
holder is not subject to backup withholding.

Backup withholding is not an additional tax but, rather, is a method of
tax collection. A U.S. Holder will he entitled to credit any amount withheld
under the backup withholding rules against its actual tax liability, provided
the required information is furnished to the Internal Revenue Service.

Non-U.S. Holders

The following discussion is limited to U.S. federal income and estate
tax consequences relevant to a Non-U.S. Holder. As used herein, a "Non-U.S.
Holder" is a beneficial owner of a Unit, a Note, a Note Warrant or a share of
Common Stock acquired on conversion of a Note or exercise of a Note Warrant
that, for U.S. federal income tax purposes, is

o a nonresident alien individual;

o a corporation, or an entity treated as a corporation, created or
organized in or under the law of a country other than the United
States or a political subdivision thereof; or

o an estate or trust that is not a U.S. Holder.

This discussion does not address tax consequences relevant to an
expatriate or former long-term resident of the United States or to a person who
holds a Unit, Note, Note Warrant or share of Common Stock through a partnership.
A person who holds a Unit, Note, Note Warrant or share of Common Stock through a
hybrid entity, that is, an entity that is fiscally transparent for U.S. federal
income tax purposes but not for foreign tax purposes, may not he entitled to the
benefits of a tax treaty. For example, a person who is a partner in a foreign
partnership or beneficiary of a foreign trust or estate and who is subject to
U.S. federal income tax because of his own status, for example, as a U.S.
resident or a foreign person engaged in trade or business in the United States,
may be subject to U.S. federal income tax even though the foreign partnership,
trust or estate is not itself subject to U.S. federal income tax. For purposes
of the following discussion, "U.S. trade or business income" of a Non-U.S.
Holder generally means interest on a Note, a dividend on Common Stock or gain on
a sale, exchange or retirement of a Unit, Note, Note Warrant or share of Common
Stock if the interest, dividend or gain is (i) effectively connected with trade
or business conducted by the Non-U.S. Holder within the United States or (ii) in
most cases of a resident of a country with which the United States has an income
tax treaty, attributable to a permanent establishment or fixed base of the
Non-U.S. Holder in the United States.

Interest and OID. In general, interest paid to, and OID paid to or accrued
by, a Non-U.S. Holder of a Note will not be subject to U.S. withholding tax if
it qualifies for the portfolio interest exemption, and it will not otherwise be
subject to U.S. federal income tax if it is not U.S. trade or business income of
the Non-U.S. Holder. Interest and OID on a Note qualify for the portfolio
interest exemption if (i) the Non-U.S. Holder of the Note (a) does not own,
actually and constructively, 10% or more of the total combined voting power of
all classes of our stock entitled to vote, (b) is not a controlled foreign
corporation related, directly or indirectly, to us through stock ownership and
(c) is not a bank receiving interest on an extension of credit made pursuant to
a loan agreement made in the ordinary course of its trade or business and (ii)
either (a) the Non-U.S. Holder certifies, under penalties of perjury, to us or
the paying agent, as the case may he, that it is a Non-U.S. Holder and provides
its name and address or (b) a securities clearing organization, bank or other
financial institution that holds customers' securities in the ordinary course of
its trade or business, referred to as a "Financial Institution", and holds the
Note on behalf of the Non-U.S. Holder certifies, under penalties of perjury,
that it or a Financial Institution between it and the Non-U.S Holder has
received such a certificate and furnishes the payer with a copy thereof. In
general, in the case of a Note held by a foreign partnership, the certificate
described in (ii) above must be provided by the foreign partners rather than by
the foreign partnership.

OID accrued by a Non-U.S. Holder that constitutes U.S. trade or business
income will be subject to U.S. federal income tax on a net income basis at
graduated rates in the same manner that a U.S. taxpayer is subject to tax and
will be exempt from the withholding tax described above. In the case of a
Non-U.S. Holder that is a corporation, U.S. trade or business income under

certain circumstances also will be subject to an additional branch profits tax
at a 30% rate, or, if applicable, a lower treaty rate. The gross amount of OID
paid to a Non-U.S. Holder that does not qualify for the portfolio interest
exemption and that is not U.S. trade or business income will be subject to
withholding of U.S. federal income tax at the rate of 30%, unless a U.S. income
tax treaty reduces or eliminates withholding. To claim the benefit of a tax
treaty or to claim an exemption from withholding because income is U.S. trade or
business income, a Non-U.S. Holder must provide a properly executed Form W-8BEN
or W-8ECI or a successor form, as applicable, prior to the payment of the
income. These forms generally must be updated periodically. A Non-U.S. Holder
who is claiming the benefits of a tax treaty may be acquired to obtain a U.S.
taxpayer identification number and to provide certain documentary evidence
issued by a foreign governmental authority to prove residence in the foreign
country.

Conversion of Notes. Upon a conversion of a Note for Common Stock, a
Non-U.S. Holder will not recognize gain or loss except to the extent cash is
received in lieu of a fractional share. A U.S. Holder's basis in the Common
Stock will be equal to the holder's basis in the Note that was converted
therefor, and the holder's holding period for that Common Stock will include the
holder's holding period for that Note.

Tax Treatment of Note Warrants. The exercise of a Note Warrant will not
be a taxable disposition of the Note Warrant for the exercising Non-U.S. Holder,
except with respect to cash, if any, received in lieu of a fractional share. In
general, a Non-U.S. Holder will not be subject to U.S. Federal income tax upon a
taxable disposition of a Note Warrant, except as described in "Certain U.S.
Federal Tax Consequences--Non-U.S. Holders---Taxable Disposition of a Note, Note
Warrant or Share of Common Stock" below.

An adjustment to the exercise price of the Note Warrants, or the
failure to make an adjustment, in certain circumstances may result in a
constructive distribution to the holders of the Note Warrants that could be
taxable as a dividend under Section 305 of the Code. In that event, a holder's
tax basis in the Note Warrant would increase by the amount of the dividend.

Dividends on Common Stock. If a Note Warrant is exercised, a Non-U.S.
Holder of Common Stock generally will be subject to withholding of U.S. federal
income tax on actual or deemed dividend distributions at a 30% rate or a lower
rate that an applicable income tax treaty may specify. Non-U.S. Holders should
consult their tax advisers on their entitlement to benefits under a relevant
income tax treaty. A Non-US. Holder of Common Stock that claims the benefit of
an income tax treaty rate generally will be required to satisfy applicable
certification and other requirements. A Non-U.S. Holder of Common Stock that is
eligible for a reduced rate of U.S. withholding tax under an income tax treaty
may obtain a refund or credit of any excess amounts withheld by filing an
appropriate claim for a refund with the IRS.

Dividends that are U.S. trade or business income are generally subject
to U.S. federal income tax on a net income basis at graduated rates in the same
manner that a U.S. taxpayer is subject to tax and will be exempt from the
withholding tax described above. In the case of a Non-U.S. Holder that is a
corporation, U.S. trade or business income under certain circumstances also will
be subject to an additional branch profits tax at a 30% rate, or, if applicable,
a lower treaty rate. To claim an exemption from withholding because a dividend
is U.S. trade or business income, a Non U.S. Holder must satisfy applicable
certification and other requirements.

Taxable Disposition of a Note, Note Warrant or Share of Common Stock.
Subject to the discussion below of backup withholding, you generally will not be
subject to U.S. federal income tax on any gain recognized upon a sale, exchange,
retirement or other taxable disposition of a Note, upon a sale, redemption,
lapse or other taxable disposition of a Note Warrant or upon a sale, exchange or
other taxable disposition of our Common Stock. However, you will be subject to
federal income tax on the gain if:

o the gain is U.S. trade or business income;

o you are a non-resident alien individual, you are present in the
United States for 183 or more days in the taxable year of
disposition and either (a) you have a "tax home" in the United
States for U.S. federal income tax purposes or (b) the gain is
attributable to an office or other fixed place of business you
maintain in the United States; or

o with respect to a sale, exchange or other taxable disposition of a
Note Warrant or a share of Common Stock, we are a "United States
real property holding corporation" within the meaning of Section
897(c) of the Code, or we have been a United States real property
holding corporation at any time during the shorter of the five year
period ending on the date of your sale or other disposition and the
period you have held the Note Warrant or Common Stock that is sold
or otherwise disposed of. We believe that we currently are not a
United States real property holding corporation, and we do not
anticipate becoming one. No assurance, however, can be provided that
we will not become a United States real property holding corporation
in the future

A Non-U.S. Holder's tax basis in a Note and in a Note Warrant will be
equal to the portion of the holders tax basis in a Unit that is allocated to the
Note and the Note Warrant as described in "Certain U.S. Federal Tax
Consequences--U.S. Holders--Allocation of Issue Price Among Notes and Warrants"
above. A Non-U.S. Holder's tax basis in shares of Common Stock acquired upon
conversion of a Note will be determined in the manner set forth in "--Non-U.S.
Holders--Conversion of Notes" above, and a Non-U.S. Holder's tax basis in shares
acquired on exercise of a Note Warrant will be determined in the manner set
forth in "--U.S. Holders--Tax Treatment of Note Warrants" above.

Federal Estate Tax. In the case of an individual who is not a citizen of
the United States and who is not domiciled in the United States at the time of
death,

o a Note that is owned, or treated as owned, at the time of death will
not be subject to U.S. federal estate tax, unless, except as an
applicable estate tax treaty provides to the contrary, the
individual owned, actually and constructively, 10% or more of the
total combined voting power of all classes of our stock entitled to
vote or the income on the Note was U.S. trade or business income;

o a Note Warrant that is owned, or treated as owned, at the time of
death may be subject to U.S. federal estate tax, except as an
applicable estate tax treaty provides to the contrary; and

o a share of our Common Stock will be subject to U.S. federal estate
tax, except as an applicable estate tax treaty provides to the
contrary.

In the case of an individual who is not a citizen of the United States but
who is domiciled in the United States at the time of death, a Note, a Note
Warrant and a share of our Common Stock will be subject to U.S. federal estate
tax, regardless of whether the individual is not a resident of the United
States, except as an applicable estate tax treaty provides to the contrary.

Information Reporting; Backup Withholding. We must report annually to the
IRS and to each Non-U.S. Holder any OID that is subject to U.S. withholding tax
or that is exempt from withholding pursuant to a tax treaty or the portfolio
interest exception. Copies of these information returns also may be made
available under the provisions of a specific treaty or agreement to the tax
authorities of the country in which the Non-U.S. Holder resides. Information
reporting and backup withholding, at a rate of 28%, do not apply to interest or
OID paid to a Non-U.S. Holder if the holder makes the requisite certification or
otherwise establishes an exemption provided that neither we nor our paying agent
has actual knowledge that the holder is a Non-U.S. Holder or that the conditions
of any other exemption are not, in fact, satisfied.

Backup withholding and information reporting do not apply to our payments
of principal of a Note to a Non-U.S. Holder if the holder certifies under
penalties of perjury that it is not a U.S. Holder or otherwise establishes an
exemption, provided that neither we nor our paying agent has actual knowledge
that the holder is not a Non-U.S. Holder or that the conditions of any other
exemption are not, in fact, satisfied.

Under specific circumstances, the IRS requires information reporting and
backup withholding at a rate of 28% on dividends paid to a Non-U.S. Holder of
Common Stock that is required to certify its Non-U.S. Holder status but fails to
do so.

The payment of the proceeds from the disposition of a Note to or through
the U.S. office of any broker, U.S. or foreign, is subject to information
reporting and possible backup withholding unless the owner certifies under
penalties of perjury that it is not a U.S. Holder or otherwise establishes an
exemption provided that the broker does not have actual knowledge that the
holder is not a Non-U.S. Holder or that the conditions of any other exemption
are not, in fact, satisfied.

The proceeds of a disposition of a Note, a Note Warrant or a share of our
Common Stock by a Non-U.S. Holder to or through a foreign office of a broker
will not be subject to backup withholding. However information reporting will
apply in the case of a "U.S. related broker" unless the broker has documentary
evidence in its files of the Non-U.S. Holder's foreign status and has no actual
knowledge to the contrary or unless the Non-U.S. Holder otherwise establishes an
exemption. A broker is a "U.S. related broker" if the broker is a United States
person, a controlled foreign corporation for U.S. federal income tax purposes, a
foreign person 50% or more of whose income from all sources for a designated
period is from activities that are effectively connected with the conduct of
trade or business within the United States or a foreign partnership that, at any
time during its taxable year, is owned 50% or more, by income or capital
interest, by United States persons or is engaged in the conduct of trade or
business in the United States.

Any amounts withheld under the backup withholding rules from a payment to
a Non-U.S. Holder will be allowed as a refund or as a credit against the
Non-U.S. Holder's U.S. federal income tax liability, provided the requisite
procedures are followed.

Exchange Offer

This general discussion of certain U.S. federal income and estate tax
considerations with respect to the exchange of a share of Series A Preferred
Stock for Common Stock and a Preferred Stock Warrant, the acquisition of Common
Stock on the exercise of a Preferred Stock Warrant and the ownership and
disposition of a share of Common Stock and a Preferred Stock Warrant applies to
you if you are a U.S. Holder who holds the Series A Preferred Stock, the Common
Stock and the Preferred Stock Warrant as capital assets within the meaning of
Section 1221 of the Code. You are a U.S. Holder if you are the beneficial owner
of a share of Series A Preferred Stock, a share of Common Stock or a Preferred
Stock Warrant and you are:

o a citizen or resident alien individual of the United States,

o a corporation, or an entity treated as a corporation, organized
under the law of the United States, any State thereof or the
District of Columbia,

o an estate the income of which is subject to U.S. federal income tax
without regard to its source or

If a partnership, including for this purpose any entity treated as a
partnership for U.S. federal tax purposes, is a beneficial owner of a share of
Series A Preferred Stock, a share of Common Stock or a Preferred Stock Warrant,
the U.S. tax treatment of a partner in the partnership generally will depend on
the status of the partner and the activities of the partnership. A holder that
is a partnership and partners in that partnership should consult their own tax
advisers regarding their U.S. federal income tax consequences.

o a bank or other financial institution;

o a broker-dealer;

o an insurance company;

o a regulated investment company, real estate investment trust or real
estate mortgage investment conduit;

o a pension or other employee benefit plan;

o a tax-exempt organization or entity;

o a U.S. expatriate;

o a person holding Series A Preferred Stock, Common Stock or Preferred
Stock Warrants as a part of a straddle, "hedge" or "conversion
transaction" with other investments;

o a person who has elected mark-to-market accounting;

o a hybrid entity or an owner of interests therein; or

o a holder whose functional currency is not the U.S. dollar.

In addition, this discussion does not address the effect of any applicable
foreign, state, local or other tax laws. We have not sought and will not seek
any rulings from the Internal Revenue Service concerning the tax consequences of
the exchange of a share of Series A Preferred Stock for Common Stock and a
Preferred Stock Warrant, the acquisition of Common Stock on the exercise of a
Preferred Stock Warrant or the ownership or disposition of a share of Common
Stock or a Preferred Stock Warrant. Moreover, the tax consequences are subject
to uncertainties that are not insignificant. Accordingly, we cannot assure you
that the Internal Revenue Service will not successfully challenge the tax
consequences described below. We urge you to consult your tax adviser with
respect to the U.S. federal income and estate tax considerations relevant to you
as well as any tax considerations applicable under the laws of any foreign,
state, local or other taxing jurisdiction.

The Exchange. The exchange of a share of Series A Preferred Stock for
Common Stock and a Preferred Stock Warrant should be treated as a
recapitalization and thus as a reorganization within the meaning of Section 368
of the Code. As a result, you should not recognize any gain or loss on that
exchange, although you may be treated as receiving a deemed distribution as a
result of that exchange by reason of the existence of the accumulated but unpaid
dividends on the Series A Preferred Stock. The amount that may be treated as a
deemed distribution is equal to, with respect to each exchange of a share of
Series A Preferred Stock, the lesser of (i) the amount by which the fair market
value of the share of Common Stock and the Preferred Stock Warrant you receive
in the exchange (determined immediately after the exchange) exceeds the issue
price of the share of Series A Preferred Stock and (ii) the amount of the
dividends in arrears on the share of Series A Preferred Stock. The issue price
of a share of Series A Preferred Stock should be the price initially paid by a
holder of that share upon the original issuance of the share. Such a deemed
distribution would be treated as a dividend to the extent it is paid out of our
current or accumulated earnings and profits attributable to the distribution as
determined under U.S. federal income tax principles, and if received by a

noncorporate shareholder, would be subject to a maximum tax rate of 15%, subject
to certain exceptions for short-term and hedged positions. Conversely, if we
have no accumulated or current earnings and profits at the end of our taxable
year in which the exchange occurs, no part of any amount treated as a deemed
distribution to you would be treated as a dividend. It appears that your
combined basis in the Common Stock and Preferred Stock Warrant you receive
should be equal to the basis of the share of Series A Preferred Stock you
exchange therefor, increased by any amount treated as a dividend as described
above and that that basis should be allocated between the Common Stock and
Preferred Stock Warrant based on their relative fair market values on the date
of the exchange. In general, your holding period in the Common Stock and
Preferred Stock Warrant you receive should include your holding period for the
share of Series A Preferred Stock you exchange therefor. However, if any amount
is treated as a dividend as described above, you could be treated as having a
split holding period for the Common Stock and the Preferred Stock Warrant in
which a new holding period would begin in respect of a portion of each share of
Common Stock and each Preferred Stock Warrant corresponding to the portion of
the total value of the Common Stock and Preferred Stock Warrant you receive that
is treated as a dividend. The manner in which your basis in a share of Series A
Preferred Stock, increased by any amount treated as a dividend, will be
allocated between the Common Stock and Preferred Stock Warrant you receive, and
the determination of any Common Stock and/or Preferred Stock Warrant in which a
new holding period would begin, are subject to uncertainty.

The exchange of a share of Series A Preferred Stock for Common Stock
and a Preferred Stock Warrant is subject to possible alternative tax treatment.
For example, your receipt of the Preferred Stock Warrant might be treated as
ordinary income consisting of a fee paid to you to induce you to convert your
Series A Preferred Stock into Common Stock. In that event, however, you
nevertheless should not recognize any gain or loss on the exchange of a share of
Series A Preferred Stock for Common Stock, although you may be treated as
receiving a deemed distribution as a result of that exchange by reason of the
existence of the accumulated but unpaid dividends on the Series A Preferred
Stock. The amount that may be treated as a deemed distribution is equal to, with
respect to each exchange of a share of Series A Preferred Stock, the lesser of
(i) the amount by which the fair market value of the Common Stock you receive in
the exchange (determined immediately after the exchange) exceeds the issue price
of the share of Series A Preferred Stock and (ii) the amount of the dividends in
arrears on the share of Series A Preferred Stock. The tax consequences of such a
deemed distribution would be the same as those described in the preceding
paragraph. Under this alternative characterization, your tax basis in the Common
Stock you receive should be equal to the basis of the share of Series A
Preferred Stock you exchange therefor, increased by any amount treated as a
dividend as described above, and your holding period in the Common Stock you
receive should include your holding period for the share of Series A Preferred
Stock you exchange therefor. However, if any amount is treated as a dividend as
described above, you could be treated as having a split holding period for the
Common Stock in which a new holding period would begin in respect of a portion
of each share of Common Stock corresponding to the portion of the total value of
the Common Stock received that is treated as a dividend. The manner in which
your basis in a share of Series A Preferred Stock, increased by any amount
treated as a dividend, will be allocated to the Common Stock you receive, and
the determination of any Common Stock in which a new holding period would begin,
are subject to uncertainty. Under this alternative characterization, your basis
in the Preferred Stock Warrant should be equal to its fair market value on the

date of the exchange, and your holding period in the Preferred Stock Warrant
should begin on the day after the date of the exchange.

Tax Treatment of Preferred Stock Warrants. A U.S. Holder will recognize
gain or loss upon a sale, redemption, lapse or other taxable disposition of a
Preferred Stock Warrant in an amount equal to the difference between the sum of
the amount of cash and the fair market value of any property received for the
Preferred Stock Warrant and the U.S. Holder's tax basis in the Preferred Stock
Warrant. A U.S. Holder's tax basis in a Preferred Stock Warrant should be
determined under one of the alternative methods described in "--The Exchange"
above. That gain or loss will be capital gain or loss if the Common Stock to
which the Preferred Stock Warrant relates would be a capital asset in the hands
of the Preferred Stock Warrant holder and will be long-term capital gain or loss
if the holding period for the Preferred Stock Warrant exceeds one year.

The exercise of a Preferred Stock Warrant will not be a taxable event
for the exercising U.S. Holder, except with respect to cash, if any, received in
lieu of a fractional share. A U.S. Holder will have a tax basis in the Common
Stock received upon exercise of a Preferred Stock Warrant equal to the sum of
the U.S. Holder's tax basis in the Preferred Stock Warrant surrendered and the
exercise price of the Preferred Stock Warrant, as adjusted for any fractional
share for which cash is received. A U.S. Holder generally will have a holding
period in Common Stock acquired upon exercise of a Preferred Stock Warrant that
commences on the date of exercise of the Preferred Stock Warrant.

An adjustment to the exercise price of the Preferred Stock Warrants, or
the failure to make an adjustment, in certain circumstances, may result in a
constructive distribution to the holders of the Preferred Stock Warrants that
could be taxable as a dividend under Section 305 of the Code. In that event, a
holder's tax basis in the Preferred Stock Warrant would increase by the amount
of the dividend.

Tax Treatment of Common Stock Acquired on Exercise of a Preferred Stock
Warrant. Cash distributed on Common Stock will be treated as a dividend to the
extent of our current and accumulated earnings and profits attributable to the
distribution as determined under U.S. federal income tax principles. Subject to
certain exceptions for short-term and hedged positions, a dividend a
noncorporate shareholder receives on a share before January 1, 2009 will be
subject to a maximum tax rate of 15%. If the amount of a distribution exceeds
our current and accumulated earnings and profits attributable to the
distribution, the distribution next will be treated as a nontaxable return of
capital and will be applied against and reduce your adjusted tax basis in the
Common Stock, but not below zero. If the distribution exceeds both our current
and accumulated earnings and profits attributable to the distribution and your
adjusted tax basis in your Common Stock, the excess will be treated as capital
gain and will be either long-term or short-term capital gain depending on
whether your holding period for that Common Stock is or is not more than one
year.

Corporate holders of Common Stock generally should be eligible for the
70% dividends-received deduction with respect to the portion of any distribution
taxable as a dividend. However, corporate investors should consider certain
provisions that may limit the availability of a dividends-received deduction,

including but not limited to the holding period rules of Section 246(c) of the
Code, the rules of Section 246A of the Code that reduce the dividends-received
deduction for dividends on certain debt-financed stock, and the rules in Section
1059 of the Code that reduce the basis of stock and may require recognition of
taxable gain in respect of certain extraordinary dividends. Corporate investors
should also consider the effect of the dividends-received deduction on the
determination of alternative minimum tax liability.

If you sell or dispose of your Common Stock in a taxable transaction, you
will recognize capital gain or loss equal to the difference between the sum of
the cash and the fair market value of any property received and your tax basis
in the Common Stock. A U.S. Holder's tax basis in shares of Common Stock
acquired on exercise of a Preferred Stock Warrant will be determined in the
manner set forth in "--Tax Treatment of Preferred Stock Warrants" above. The
gain or loss will be long-term capital gain or loss if your holding period for
your Common Stock exceeds one year. For corporate taxpayers, long-term capital
gains are taxed at the same rate as ordinary income. For noncorporate taxpayers,
net capital gains--the excess of the taxpayer's net long-term capital gains over
short-term capital losses--are subject to a maximum tax rate of 15%. The
deductibility of capital losses is restricted and generally may be used only to
reduce capital gains to the extent thereof.

Information Reporting; Backup Withholding. We are required to furnish to
record holders of Common Stock, other than corporations and other exempt
holders, and to the Internal Revenue Service, information with respect to
dividends paid on the Common Stock.

Certain U.S. Holders may be subject to backup withholding at the rate of
28% with respect to dividends paid on Common Stock or with respect to proceeds
received from a disposition of a share of Common Stock or a Preferred Stock
Warrant. Generally, backup withholding applies only if:

o the payee fails to furnish a correct taxpayer identification number
to the payer in the manner required or fails to demonstrate that it
otherwise qualifies for an exemption;

o the Internal Revenue Service notifies the payer that the taxpayer
identification number furnished by the payee is incorrect;

o the payee has failed to report properly the receipt of a "reportable
payment" on one or more occasions, and the Internal Revenue Service
has notified the payer that withholding is required; or

RESTRICTIONS ON RESALES

Note Offering - Restricted Notes, Note Warrants and Underlying Common Stock

The Notes and Note Warrants issued pursuant to this offering will be
issued without registration under the Securities Act, in reliance upon
exemptions contained in Section 4(2) thereof, and without registration under any
state securities laws and reliance on specific exemptions from registration
provided by such laws. Consequently, the Notes and Note Warrants or Common Stock
issued upon conversion of such Notes or exercise of such Note Warrants may not
be offered or sold in the absence of an effective registration statement under
the Securities Act and any applicable state securities laws or an opinion of
counsel acceptable to Scientigo and its counsel that such registration is not
required pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Each investor will represent,
agree and acknowledge that: (i) neither the Notes, the Note Warrants nor the
Common Stock has been registered under the Securities Act and may not be offered
or sold except as set forth above; (ii) the Notes, Note Warrants and the Common
Stock share certificates will bear a legend to the effect of the above regarding
lack of registration and transfer restrictions, and (iii) the Notes and Note
Warrants are being acquired with the intent of being held for investment for
his/her own account and without the intent or a view to participating directly
or indirectly, and, or for resale in connection with, any distribution of such
Notes or Note Warrants within the meaning of the Securities Act. Investors
should consult their own legal counsel as to the impact of the Securities Act or
state securities laws on the transfer of any Notes, Note Warrants or shares of
Common Stock.

Exchange Offer - Restricted Common Stock and Preferred Stock Warrants and
Underlying Common Stock

The Common Stock and Preferred Stock Warrants issued pursuant to the
Exchange Offer will be issued without registration under the Securities Act, in
reliance upon exemptions contained in Section 3(a)(9) thereof, and without
registration under any state securities laws and reliance on specific exemptions
from registration provided by such laws. Consequently, the Common Stock and
Preferred Stock Warrants or Common Stock issued upon exercise of such Preferred
Stock Warrants may not be offered or sold in the absence of an effective
registration statement under the Securities Act and any applicable state
securities laws or an opinion of counsel acceptable to Scientigo and its counsel
that such registration is not required pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
Each investor will represent, agree and acknowledge that: (i) neither the Common
Stock or Preferred Stock Warrants issued in the Exchange Offer nor the Common
Stock underlying such Preferred Stock Warrants has been registered under the
Securities Act and may not be offered or sold except as set forth above; (ii)
the Common Stock share certificate and Preferred Stock Warrants will bear a
legend to the effect of the above regarding lack of registration and transfer
restrictions, and (iii) the Common Stock and Preferred Stock Warrants being
offered in the Exchange Offer are being acquired with the intent of being held
for investment for his/her own account and without the intent or a view to
participating directly or indirectly, and, or for resale in connection with, any

distribution of such Common Stock or Preferred Stock Warrants within the meaning
of the Securities Act. Investors should consult their own legal counsel as to
the impact of the Securities Act or state securities laws on the transfer of any
shares of Common Stock or Preferred Stock Warrants.

USE OF PROCEEDS

The Company intends to use the net proceeds of the offering for payment of
existing payables in the approximate amount of $2,700,000 (including up to
$150,000 in principal repayments pursuant to the recapitalization transactions
described at "Recapitalization Transactions" above), lending of $400,000 to a
stockholder of the Company pursuant to the recapitalization transactions
described at "Recapitalization Transactions" above, general working capital and
for the continuing development of a suite of solutions that include software for
next-generation search, intelligent document recognition, data capture,
cleansing, mining and integration.

Except as specifically contemplated in connection with the offering, no
proceeds may be used to pay indebtedness to stockholders of the Company.

After the estimated expenses of the offering, if the offering is
fully-subscribed, the Company anticipates that approximately $4,700,000 will be
available to the Company for such purposes.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Subsection (a) of Section 14-2-851 of the Delaware Business Corporation
Code provides that a corporation may indemnify or obligate itself to indemnify
an individual made a party to a proceeding because he or she is or was a
director against liability incurred in the proceeding if such individual
conducted himself or herself in good faith and such individual reasonably
believed, in the case of conduct in an official capacity, that such conduct was
in the best interests of the corporation and, in all other cases, that such
conduct was at least not opposed to the best interests of the corporation and,
in the case of any criminal proceeding, such individual had no reasonable cause
to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the
Delaware Business Corporation Code provides that a corporation may not indemnify
a director in connection with a proceeding by or in the right of the corporation
except for reasonable expenses incurred if it is determined that the director
has met the relevant standard of conduct, or in connection with any proceeding
with respect to conduct under Section 14-2-851 of the Delaware Business
Corporation Code for which he was adjudged liable on the basis that personal
benefit was improperly received by him. Notwithstanding the foregoing, pursuant
to Section 14-2-854 of the Delaware Business Corporation Code a court may order
a corporation to indemnify a director or advance expenses if such court
determines that the director is entitled to indemnification under the Delaware
Business Corporation Code or that the director is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not
such director met the standard of conduct set forth in subsections (a) and (b)
of Section 14-2-851 of the Delaware Business Corporation Code, failed to comply
with Section 14-2-853 of the Delaware Business Corporation Code or was adjudged
liable as described in paragraph (1) or (2) of subsection (d) of Section
14-2-851 of the Delaware Business Corporation Code.

Section 14-2-852 of the Delaware Business Corporation Code provides that
to the extent that a director has been successful, on the merits or otherwise,
in the defense of any proceeding to which he was a party, because he or she is
or was a director of the corporation, the corporation shall indemnify the
director against reasonable expenses incurred by the director in connection
therewith.

Section 14-2-857 of the Delaware Business Corporation Code provides that a
corporation may indemnify and advance expenses to an officer of the corporation
who is a party to a proceeding because he or she is an officer of the
corporation to the same extent as a director and if he or she is not a director
to such further extent as may be provided in its articles of incorporation,
bylaws, action of its board of directors or contract except for liability
arising out of conduct specified in Section 14-2-857(a)(2) of the Delaware
Business Corporation Code. Section 14-2-857 of the Delaware Business Corporation
Code also provides that an officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 14-2-852 and is entitled to
apply for court ordered indemnification or advances for expenses under Section
14-2-854, in each case to the same extent as a director. In addition, Section
14-2-857 provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.

In accordance with Scientigo's bylaws, every person who is or was (and the
heirs and personal representatives of such person) a director, officer, employee
or agent of Scientigo shall be indemnified and held harmless by Scientigo from
and against the obligation to pay a judgment, settlement, penalty, fine
(including an excise tax assessed with respect to an employee benefits plan),
and reasonable expenses (including attorneys' fees and disbursements) that may
be imposed upon or incurred by him or her in connection with or resulting from
any threatened, pending, or completed, action, suit, or proceeding, whether
civil, criminal, administrative, investigative, formal or informal, in which he
or she is threatened to be made, a named defendant or respondent: (a) because he
or she is or was a director, officer, employee, or agent of Scientigo; (b)
because he or she is or was serving at the request of Scientigo as a director,
officer, partner, trustee, employee, or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise; or
(c) because he or she is or was serving as an employee of the corporation who
was employed to render professional services as a lawyer or accountant to the
corporation; regardless of whether such person is acting in such a capacity at
the time such obligation shall have been imposed or incurred, if (i) such person
acted in a manner he or she believed in good faith to be in or not opposed to
the best interest of such corporation, and, with respect to any criminal
proceeding, if such person had no reasonable cause to believe his or her conduct
was unlawful or (ii), with respect to an employee benefit plan, such person
believed in good faith that his or her conduct was in the interests of the
participants in and beneficiaries of the plan.

Pursuant to the bylaws of Scientigo, reasonable expenses incurred in any
proceeding shall be paid by Scientigo in advance of the final disposition of
such proceeding if authorized by the board of directors of Scientigo in the
specific case, or if authorized in accordance with procedures adopted by the
board of directors of Scientigo, upon receipt of a written undertaking executed
personally by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he or she is not entitled
to be indemnified by Scientigo, and a written affirmation of his or her good
faith belief that he or she has met the standard of conduct required for
indemnification.

The foregoing rights of indemnification and advancement of expenses are
not intended to be exclusive of any other right to which those indemnified may
be entitled, and Scientigo has reserved the right to provide additional
indemnity and rights to its directors, officers, employees or agents to the
extent they are consistent with law.

Scientigo carries insurance for the purpose of providing indemnification
to its directors and officers. Such policy provides for indemnification of
Scientigo for losses and expenses they might incur to its directors and officers
for successful defense of claims alleging negligent acts, errors, omissions or
breach of duty while acting in their capacity as directors or officers and
indemnification of its directors and officers for losses and expense upon the
unsuccessful defense of such claims.

PLAN OF DISTRIBUTION

The offering of the Notes and Note Warrants will be conducted by Jones,
Byrd & Attkisson Incorporated ("JBA"), a registered broker-dealer, on a best
efforts basis. There will be no minimum amount of the offering. The maximum
Principal Amount of Notes that may be sold pursuant to this Memorandum is
$6,250,000, and the maximum number of Note Warrants that may be sold pursuant to
this Memorandum is 3,125,000.

The Notes and Note Warrants will be offered to accredited investors and up
to 35 non-accredited investors approved by the Company (collectively the
"Noteholders"). Such Notes and Note Warrants will be made available first to
record holders of the Company's Series A Preferred Stock (the "Series A
Holders"). To the extent that all of such Notes are not subscribed by the Series
A Holders, such additional Notes will be offered to other accredited investors.
Subject to the right of the Company to accept lesser subscription amounts, the
minimum investment in the Notes is $50,000.

Jones Byrd & Attkisson, Inc. ("JBA") will conduct the Note offering on a
best efforts basis. JBA will receive five percent (5%) of the proceeds of the
offering (before expenses) to the Company ($250,000 if the entire Note offering
is sold) and one Warrant to purchase one (1) share of the Company's Common Stock
at $1.00 per share for each $10.00 of net proceeds from the offering (500,000
Warrants if the entire Note offering is sold). The Warrants will be exercisable
through June 30, 2010, and will provide for cashless exercise rights. Ronald L.
Attkisson, a principal of JBA, is a director of the Company. Mr. Attkisson and
his affiliates, including JBA, hold warrants to purchase 581,429 shares of
Common Stock of the Company at exercise prices of between $1.00 and $1.3325.

JBA will not be compensated pursuant to the Exchange Offer.

JBA may enter into Selling Agreements with other selected and qualified
dealers.

Exhibit (a)(1)(ii)
MARKET CENTRAL, INC. d/b/a SCIENTIGO, INC.

LETTER OF TRANSMITTAL

This Letter of Transmittal must accompany certificates for shares of Series A
Preferred Stock (the Series A Stock") of Market Central, Inc. d/b/a Scientigo,
Inc. (the "Company") surrendered in connection with the exchange of such shares
of Series A Stock for (i) shares of Common Stock, par value $.01 per share (the
"Common Stock") and (ii) Preferred Stock Warrants ("Warrants") of the Company.

SEND IN THE ENCLOSED ENVELOPE TO:

GREENBERG TRAURIG, LLP
3290 NORTHSIDE PARKWAY, NW, SUITE 400
ATLANTA, GEORGIA 30327

as Exchange Agent

Delivery of the enclosed certificate(s) will be effected and risk of loss shall
pass only upon proper delivery to the Exchange Agent in accordance with this
Letter of Transmittal.

THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE YOU COMPLETE THIS LETTER OF TRANSMITTAL.

To the Series A Stockholders of Market Central, Inc. d/b/a Scientigo, Inc. (the
"Company"):

In accordance with the terms of the Exchange Offer Memorandum dated as
of April 21, 2005 (the "Exchange"), whereby, the undersigned hereby surrenders
to Greenberg Traurig, LLC, as Exchange Agent (the "Exchange Agent"), the
certificates described below representing shares of Series A Preferred Stock,
par value $.01 (the "Shares"), of the Company. The certificates accompanying
this Letter of Transmittal are being surrendered in exchange for Shares of
Common Stock and the Warrants with regard thereto.

The undersigned hereby warrants that the undersigned has full power and
authority to surrender the certificates delivered herewith, that, with respect
to the certificates, the Shares represented thereby are free and clear of all
liens, charges, encumbrances, pledges, security interests, or other obligations,
and that such certificates and Shares will not be subject to any adverse claim.
Upon request, the undersigned hereby agrees to execute and deliver any
additional documents deemed necessary or desirable by the Exchange Agent to
complete the surrender of the certificates.

The undersigned hereby irrevocably constitutes the Exchange Agent, or
its designee or appointee, his, her or its true and lawful attorney-in-fact with
respect to the certificates surrendered herewith, to deliver such certificates
together with all accompanying evidences of authority, against receipt therefor
(as the undersigned's agent) of the shares of Common Stock and Warrants as
provided in the Offering and in this Letter of Transmittal (such power of
attorney being deemed a power coupled with an interest).

Page 1 of 6

Unless otherwise indicated in the box entitled "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal, if applicable, the undersigned requests payment by check to the
registered holder appearing in box labeled "Description of Shares Tendered".

DESCRIPTION OF SHARES TENDERED
(See Instruction 2)

- ---------------------------------------------------------------------------------------------------------------------
Name and Address of Registered Holder(s) of Record Certificate(s) Enclosed:
(Attach signed separate list if space below is
inadequate.)
- ---------------------------------------------------------------------------------------------------------------------
Certificate Number Number of Shares
Represented by
Certificate
- ---------------------------------------------------------------------------------------------------------------------

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

INSTRUCTIONS

1. Guarantee of Signatures. Signatures on this Letter of Transmittal need
not be guaranteed: (a) if this Letter of Transmittal is signed by the registered
holder(s) of the certificate(s) transmitted herewith and such holder(s) has
(have) not completed the instruction entitled "Special Payment Instruments"
and/or "Special Delivery Instructions" on this Letter of Transmittal; or (b) if
such certificates are transmitted for the account of an Eligible Institution. In
all other cases, all signatures on this Letter of Transmittal must be guaranteed
by a financial institution (including most banks, savings and loan associations
and brokerage houses) that is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchange Medallion Program (each of the foregoing constituting an
"Eligible Institution"). See Instruction 4.

2. Delivery of Letter of Transmittal and Certificates; Lost Certificates.
Certificates surrendered, as well as a properly completed and duly executed
Letter of Transmittal, any required signature guarantees and any other documents
required by this Letter of Transmittal, must be delivered to the Exchange Agent
at its address set forth on the cover of this Letter of Transmittal. In the
event that your certificates have been lost, stolen or destroyed, please
indicate this on the face of this Letter of Transmittal. The Exchange Agent will
forward you additional documentation that you must complete in order to
effectively surrender lost, stolen or destroyed certificates, including an
affidavit of the fact that such certificates have been lost, stolen or
destroyed. A surety bond may be required. All questions as to the documents,
validity, form, eligibility and acceptance for payment of any certificates
surrendered pursuant to any of the procedures described herein will be
determined by the Exchange Agent, and its reasonable determination shall be
final and binding. Delivery of certificates surrendered hereby shall be effected
and risk of loss and title to certificates shall pass only upon proper delivery
thereof to the Exchange Agent. Delivery of documents to an address other than
the address set forth on the cover of this Letter of Transmittal does not
constitute delivery to the Exchange Agent. The surrender of certificates will be
deemed made only when this Letter of Transmittal and any other documents are
actually received by the Exchange Agent.

The method of delivery of certificates and the other required documents is
at the option and risk of the tendering holder. If sent by mail, registered mail
with return receipt requested, is recommended.

3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule and attached hereto.

4. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the
certificate(s) transmitted hereby, the signature(s) must correspond with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.

Page 2 of 6

If any of the certificates transmitted hereby are held of record by two
or more joint holders, all such holders must sign this Letter of Transmittal.

If any of the certificates transmitted hereby are registered in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different
registrations of certificates.

When this Letter of Transmittal is signed by the registered holder(s)
of the certificate(s) listed and transmitted hereby, no endorsements of
certificates or separate stock powers or signature guarantees are required. If,
however, this Letter of Transmittal is signed by a person other than the
registered holder(s), then the certificate(s) transmitted hereby must be
endorsed or accompanied by appropriate stock powers. An Eligible Institution
must guarantee all signatures on such certificates or stock powers and on this
Letter of Transmittal if special payment instructions are given.

If this Letter of Transmittal or any certificate is signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Exchange Agent of this authority so to act must be submitted.

5. Special Payment and Delivery Instructions; Transfer Taxes. If a
check is to be issued in the name(s) of person(s) other than the signer(s) of
this Letter of Transmittal or if a check is to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
If a check is to be issued in the name(s) of person(s) other than the signer(s)
of this Letter of Transmittal or if a check is to be sent to someone other than
the signer of this Letter of Transmittal, then the certificate(s) transmitted
hereby must be endorsed or accompanied by appropriate stock powers. The person
requesting such issuance or delivery shall pay to the Exchange Agent any
transfer or other taxes payable by reason of the foregoing or shall establish to
the satisfaction of the Exchange Agent that such taxes have been paid or are not
required to be paid.

6. Requests for Assistance and Additional Copies. Request for
assistance may be directed to the Exchange Agent or to your broker, dealer,
commercial bank or trust company. Additional copies of this Letter of
Transmittal and the Certification of Taxpayer Identification Number on
Substitute Form W-9 may be obtained from the Exchange Agent at the address set
forth above.

7. Substitute Form W-9. Each tendering holder is required to provide
the Exchange Agent with a correct taxpayer identification number ("TIN"),
generally the holder's social security or federal employer identification
number, on Substitute Form W-9, which is provided below. You must cross out item
(2) in the certification box on the Substitute Form W-9 if you are subject to
backup withholding. Failure to provide the information on the form may subject
the tendering holder to 28% federal income tax withholding on the payments made
to the holder or other payee with respect to their certificates. The box in Part
3 of the form may be checked if the tendering holder has not been issued a TIN
and has applied for a TIN or intends to apply for a TIN in the near future. If
the box in Part 3 is checked and the Exchange Agent is not provided with a TIN
within sixty (60) days, thereafter the Exchange Agent will withhold 28% of all
payments of the merger consideration until a TIN is provided to the Exchange
Agent.

8. No Conditional Surrender. No alternative, conditional or contingent
surrender of certificates will be accepted.

9. Miscellaneous and Inquires. All inquires regarding the surrender of
Shares and the Letter of Transmittal should be directed to the Exchange Agent at
the address listed above.

Page 3 of 6

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

SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4 and 5) (See Instructions 1, 4 and 5)

To be completed ONLY if the check for the merger To be completed ONLY if the check for the merger
consideration is to be issued int he name of someone other consideration is to be sent to someone other than
than the registered holder. the registered holder or to the registered holder
at an address other than that below.

Issue check to:
Mail check to:

Name: Name:
----------------------------------------- ---------------------------------------
(Please print) (Please print)

Address: Address:
----------------------------------------- -----------------------------------

----------------------------------------- -----------------------------------
(Zip Code) (Zip Code)

(Taxpayer Identification or Social Security No.): (Taxpayer Identification or Social Security No.):

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

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

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

SIGN HERE

Also complete Substitute Form W-9

Signature(s) of Holder(s):
----------------------------------------------------

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

Dated: , 200__
-------------------------------

(Must be signed by registered holder(s) exactly as name(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by an officer of a corporation, attorney-in-fact, executor,
administrator, trustee, guardian or other person(s) acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 4.)

Name(s):
----------------------------------------------------------------------

----------------------------------------------------------------------
(Print Name)

Capacity (Full Title):
Address:
----------------------------------------------------------------------

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

Area Code and Tel. No:

Taxpayer Identification or Social Security Number:
-----------------------------
- --------------------------------------------------------------------------------

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

GUARANTEE OF SIGNATURE(S)
(If Required--See Instructions 1 and 4)

Authorized Signature:
----------------------------------------------------------
Name(s):
-----------------------------------------------------------------------
(Please print)

Name of Firm:
------------------------------------------------------------------
Address:
-----------------------------------------------------------------------

Area Code and Tel. No.: Dated:
--------------------

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

REMEMBER TO ENCLOSE YOUR CERTIFICATES

Page 4 of 6

IMPORTANT TAX INFORMATION

Under federal tax law, a holder who transmits certificates hereby is
required by law to provide the Exchange Agent with such holder's correct TIN on
Substitute Form W-9 below. If such holder is an individual, the TIN is his or
her social security number. If the Exchange Agent is not provided with the
correct TIN, the holder or other payee may be subject to a $50 penalty imposed
by the Internal Revenue Service. In addition, payments that are made to such
holder or other payee with respect to certificates may be subject to backup
withholding.

Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that holder must submit to the Exchange Agent a properly completed
Internal Revenue Service Form W-8BEN, signed under penalties of perjury,
attesting to that holder's exempt status. A Form W-8BEN can be obtained from the
Exchange Agent. A holder should consult with his, her or its tax advisor as to
such holder's qualification for exemption from backup withholding and the
procedure for obtaining such exemption.

If backup withholding applies, the Exchange Agent is required to
withhold 28% of any payments made to the holder or other payee. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

To prevent backup withholding on payments made to a holder or other
payee with respect to certificates, the holder is required to notify the
Exchange Agent of the holder's correct TIN by completing the form below,
certifying that the TIN provided on Substitute Form W-9 is correct (or that such
holder is awaiting a TIN) and that (1) the holder has not been notified by the
Internal Revenue Service that the holder is subject to backup withholding as a
result of failure to report all interest or dividends or (2) the Internal
Revenue Service has notified the holder that the holder is no longer subject to
backup withholding (3) the holder is a U.S. person (including a U.S. resident
alien).

What Number to Give the Exchange Agent

The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the record owner of the
certificates. If the certificates are in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.

NOTE: Failure to complete and return Substitute Form W-9 may result in backup
withholding of 28% of any payments made to you pursuant to the Merger.
Please review the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional details.

Page 5 of 6

CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9

(See Instruction 7)
- --------------------------------------------------------------------------------------------------------------------

SUBSTITUTE Part 1-- PLEASE PROVIDE YOUR TIN IN THE Social Security Number(s)
FORM W-9 BOX AT RIGHT. (For most individuals, this
Department of the Treasury is your social security number. If you do _________________________
Internal Revenue Service not have a number, see the enclosed OR
Guidelines.) CERTIFY BY SIGNING AND
DATING BELOW Employer Identification
Payer's Request for Taxpayer Number: __________________
Identification Number (TIN)
- --------------------------------------------------------------------------------------------------------------------

Part 2--

Certification -- under penalties of perjury, I certify that:

1. The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me).
2. I am not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a result of failure to report
all interest or dividends, or (c) the IRS has notified me that I am not longer
subject to backup withholding.
3. I am a U.S. person (including a U.S. resident alien).

Part 3--
Certification instructions-You must cross out item (2) above if you have been awaiting TIN [ ]
notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on
your tax return.

SIGNATURE Date:
--------------------------- ----------------

---------------------------
(Print Name)
- --------------------------------------------------------------------------------------------------------------------

NOTE: You must complete the following certificate if you checked the box in Part
3 of Substitute Form W-9.

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

Certificate of Awaiting Taxpayer Identification Number I certify under
penalties of perjury that a taxpayer identification number has not been issued
to me, and either (a) I have mailed or delivered an application to receive a
taxpayer identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (b) I intend to mail or
deliver an application in the near future. I understand that if I do not provide
a taxpayer identification number within sixty (60) days, 28% of all reportable
payments made to me thereafter will be withheld until I provide a taxpayer
identification number.

------------------------------------ -------------------------
Signature Date

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

Page 6 of 6

Exhibit (a)(1)(iii)

June 10, 2005

Dear Series A Convertible Preferred Stockholder:

You may have been contacted previously regarding the offer of the Company to
exchange common stock and warrants to purchase common stock for your shares of
the Company's Series A Preferred Stock.

Regulations of the Securities Exchange Commission require that you be given
certain rights in such an exchange offer including the right to withdraw your
tendered shares until such time that the exchange offer is terminated. Because
the Company's disclosure materials did not adequately explain this right to you,
we have extended the exchange offer until July 13, 2005, and have provided you
with the right to withdraw any tendered shares on or prior to that date, all as
explained in the attached Addendum dated June 10, 2005, to the Company
Memorandum dated April 21, 2005.

We apologize for any confusion this may cause you. If you have any questions,
you are encouraged to call your financial advisor at Jones, Byrd & Attkisson,
the Company's placement agent.

Sincerely,

Clifford A. Clark
CFO and Secretary

Addendum to Memorandum
Dated April 21, 2005

This Addendum is dated June 10, 2005, and is intended to supplement the
Memorandum of Market Central, Inc. d/b/a Scientigo, Inc. (the "Company") dated
April 21, 2005 (the "Memorandum"), with respect to the Company's Exchange Offer
to the record holders of the Company's Series A Preferred Stock. All capitalized
terms used herein have the same meaning as set forth in the Memorandum.

As of the date hereof, the Company has accepted subscriptions for
$4,360,625 Principal Amount of the Notes.

Effective May 31, 2005, the Company consummated the transaction with its
largest shareholder as described at "Recapitalization Transaction" in the
Memorandum upon the terms described in the Memorandum.

The Exchange Offer shall remain open until July 13, 2005, and any
holders of Series A Preferred Stock who elect to withdraw their tender of their
Preferred Stock may do by delivering written notice of such election to the
Exchange Agent as set forth in the Memorandum and the form of Letter of
Transmittal attached to the Memorandum as Attachment F.

Upon exchange of their Series A Preferred Stock, the holders of such Stock
will no longer be entitled to accrue dividends at the rate of four (4%) percent
per annum payable in additional shares of Series A Preferred Stock. The holders
of the Company's Common Stock are entitled to one (1) vote per share. The
holders of the Company's Series A Preferred Stock are not entitled to voting
right except with respect to certain specified corporate actions.

June 10, 2005