EXHIBIT 10.1

                           DEBT RESTRUCTURE AGREEMENT
                                  BY AND AMONG
                          GREEN SHIELD MANAGEMENT CO.,
                           TIMELESS INVESTMENTS LTD.,
                                       AND
                           NEWMARKET TECHNOLOGY, INC.


     This Debt Restructure Agreement  ("Agreement") is entered into by and among
NewMarket  Technology,   Inc.,  a  Nevada  Corporation  ("NMKT"),  Green  Shield
Management Co. ("GS") and Timeless  Investments,  Ltd. ("TI"), as of __ October,
2009 (the "Effective Date"). NMKT, GS and TI may each be referred to herein as a
"Party" and may collectively be referred to herein as the "Parties."


                                   WITNESSETH:

WHEREAS:       TI is the  holder of  $1,500,000  in notes  participation  ("Note
               Participation")  purchased from Valens Offshore and Valens SPV on
               or about October 9, 2009; and,

WHEREAS:       GS is the holder (or  manager of  holdings)  of  $500,000 in Note
               Participation  purchased from Valens  Offshore and Valens SPV and
               assigned to GS as of October 9, 2009; and,

WHEREAS:       NMKT's Articles of Incorporation  authorize  10,000,000 shares of
               preferred stock  ("Preferred  Stock"),  of which 4,577 are issued
               and  outstanding  on the  date  hereof,  including  a  series  of
               convertible  preferred  stock  known as the Series J  Convertible
               Preferred Stock ("Series J Shares") and

WHEREAS:       NMKT has  expressed  an interest in  converting  the debt held or
               managed by GS and by TI into  equity of NMKT,  and GS and TI have
               agreed to the same; and,

WHEREAS:       The  Parties  now  desire  to  exchange   and  convert  the  debt
               represented by the above  referenced Note  Participation  of NMKT
               held, managed or controlled by GS and by TI,  respectively,  into
               Series J Shares as stated hereinafter.

NOW  THEREFORE:  In  consideration  of the foregoing  premises and the following
promises  contained  herein  and  for  other  good  and  valuable  consideration
exchanged  among the Parties,  the receipt and  sufficiency  of which are hereby
acknowledged by each, the Parties covenant and agree as follows:

1.   TI  hereby  elects  and  agrees to  exchange  and  convert  all of its Note
     Participation  into  1,500  Series  J  Shares,  which  conversion  shall be
     effective  upon  issuance  of the  Series J  Shares  required  hereby.  All
     interest,  fees and  penalties  due under the Note  Participation  shall be
     canceled, forgiven or waived, as applicable, upon TI's receipt of the 1,500
     Series J Shares.

2.   GS hereby elects and agrees to convert all of its Note  Participation  into
     500 Series J Shares,  which  conversion shall be effective upon issuance of
     the Series J Shares required hereby.  All interest,  fees and penalties due
     under the Note  Participation  shall be  canceled,  forgiven or waived,  as
     applicable, upon GS's receipt of the said 500 Series J Shares.

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3.   GS and TI hereby  agree to waive and forgive any unpaid  interest,  fees or
     penalties  due under the Note  Participation  from the beginning of time up
     until execution hereof. TI shall cancel all security  interests in the Note
     Participation  and release all collateral of any kind that secures the Note
     Participation  immediately  upon  receipt  of its  Series J  Shares.  Legal
     counsel  for  NWMT  will  prepare  and  deliver  to  TI  such   termination
     statements,  releases and/or cancellation  documents as may be necessary to
     release  all the said  collateral,  which TI will  immediately  (but in any
     event within three (3)  business  days)  execute and return to NWMT per its
     instructions.

4.   Time  is  of  the  Essence.  The  times  for  performance  of  the  various
     obligations  in this  Agreement are essential  due to the  obligations  and
     expenditures  of  the  Parties.  If  a  specific  time  is  not  specified,
     performance  shall be  prompt  and with due  regard  to the  conditions  of
     performance of other parties in reliance thereon.

5.   Cooperation and Further  Assurances.  Approvals required by any Party shall
     not be unreasonably  withheld or delayed. The Parties each agree to execute
     and deliver such  documents  and to perform such other acts,  promptly upon
     request by another Party,  which are, in the requesting  Party's reasonable
     judgment, necessary or appropriate to effectuate the purposes and intent of
     this Agreement.

6.   Binding Effect.  This Agreement shall inure to the benefit of  and shall be
     binding on the Parties and their respective successors and assigns.

7.   Notices.  All  notices,  certificates,  requests,  or other  communications
     required  hereunder  shall be sufficient only if given in writing and shall
     be deemed to have been duly  given  when  delivered  in  person,  sent by a
     nationally recognized courier which can track and verify delivery, or three
     (3) days  after  sent by  registered  or  certified  mail,  return  receipt
     requested, postage prepaid, addressed as follows:

                  To GS:            Green Shield Management Co.
                                    318 North Carson Street, Suite 214
                                    Carson City, Nevada 89701
                                    Fax no. (775) 882-8628

                  To NMKT:          NewMarket Technology, Inc.
                                    14860 Montfort Drive, Suite 210
                                    Dallas, Texas 75254
                                    Fax no. (972) 386-3372

                  To TI:            Timeless Investments, Ltd.
                                    Hibernian House
                                    Leeward Highway
                                    Providenciales
                                    Turks & Caicos Islands, BWI
                                    Attn: Hugh G. O'Neill
                                    Tel. 1.649.946.4514
                                    Fax no. 1.649.946.4955

     Either  Party  hereunder  may, by notice  given  hereunder,  designate  any
     further or different addresses to which subsequent  notices,  certificates,
     requests, or other communications shall be sent.

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8.   Authority  and  Capacity to Execute.  Each person  signing  this  Agreement
     represents  and warrants  that he or she has complete  authority  and legal
     capacity  to execute and enter into this  Agreement  on behalf of the Party
     for which he or she is signing,  and agrees to defend,  indemnify  and hold
     harmless all other Parties if that authority or capacity is challenged.

9.   Knowing and  Voluntary  Agreement.  The Parties each  represent and warrant
     that they have read this Agreement and they understand it. The Parties each
     acknowledge and agree that they had a full and fair  opportunity to consult
     with legal counsel of their own choosing in the  negotiation,  drafting and
     execution of this Agreement.  In entering into this  Agreement,  each Party
     understands and agrees that it does so of its own free will, relying wholly
     upon its own  individual  judgment and the advice of its own legal counsel,
     and  that  it has not  been  influenced  to any  extent  whatsoever  by any
     representations  or  statements  made by the Parties,  persons,  firms,  or
     corporations  which  are  hereby  released,  or by any  person  or  persons
     representing, affiliated with or employed by any Party to this Agreement.

10.  No Drafting Party.  No Party shall be deemed to be the "drafting  party" of
     this Agreement and,  consequently,  this Agreement  shall be construed as a
     whole,  according to its fair meaning and intent,  and not strictly for the
     benefit of or detriment to one Party or the other.

11.  Interpretation.  The  captions  and  headings  of the  various  sections or
     provisions in this Agreement are solely for the  convenience of the Parties
     and for  reference,  and shall not be  construed  in any way to  interpret,
     define  or limit  the  content  of any  provision  or  section  hereof.  In
     interpreting this Agreement,  when applicable the singular form of any word
     shall mean or apply to the plural and the feminine form shall mean to apply
     to the masculine, and visa versa.

12.  Integration.  This Agreement  represents the  entire  a greement  among the
     Parties, it supercedes all prior negotiations and agreements, and no state-
     ments,  promises, or inducements  made by any Party hereto not contained in
     this instrument shall be valid or binding.

13.  Amendments and Modifications.  No change, amendment, or modifications to or
     extension of or waiver of any provisions of or consent  provided under this
     Agreement  shall be valid  unless  such  change,  amendment,  modification,
     extension,  consent,  or waiver is in writing and signed by all the Parties
     to this  Agreement,  or, in the case of  consent  or  waiver,  by the Party
     granting the same.

14.  Severability.  In case any section or  provision of this  Agreement,  or in
     case any covenant,  stipulation,  obligation,  agreement, act or action, or
     part thereof,  made, assumed,  entered into, or taken under this Agreement,
     or any  application  thereof,  is,  for any  reason,  held to be illegal or
     invalid,  or is at any time  inoperable  by reason of any law,  or  actions
     thereunder, such illegality or invalidity or inoperability shall not affect
     the remainder thereof or any covenant, stipulation,  obligation, agreement,
     act or action, or part thereof, made, assumed,  entered into or taken under
     this  Agreement,  which shall, at the time, be construed and enforced as if
     such legal or invalid or inoperable portion were not contained therein.

15.  Governing Law;  Jurisdiction  and Venue.  This Agreement shall be construed
     and  enforced in  accordance  with the laws of the State of Nevada  without
     reference  to its  choice  of  law  or  conflict  of  law  provisions.  Any
     litigation  instituted by a Party against  another Party shall be filed and
     prosecuted only in the jurisdiction of the non-filing Party or Parties (and

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     in the case of GS as a  non-filing  Party to  litigation,  only in Raleigh,
     North  Carolina  USA and no other  place),  and each Party agrees that such
     courts are the required  venue for the  litigation  of any dispute that may
     arise or result from this Agreement,  unless all Parties agree otherwise in
     writing in a specific instance.

16.  Counterparts. This Agreement may be executed in counterparts, each of which
     shall be deemed  an  original,  and all  of   which  taken  together  shall
     constitute one and the same instrument.  Facsimile or electronically trans-
     mitted signatures shall be deemed to be effective as originals.


IN WITNESS WHEREOF: The Parties have executed and entered into this Agreement as
of the last date written below.


TIMELESS INVESTMENTS, LTD.

                   By:  _____________________________________________
         Printed Name:  _____________________________________________
                Title:  _____________________________________________
                 Date:  _____________________________________________


NEWMARKET TECHNOLOGY, INC.

                   By:  _____________________________________________
         Printed Name:  _____________________________________________
                Title:  _____________________________________________
                 Date:  _____________________________________________


GREEN SHIELD MANAGEMENT CO.
                   By:  _____________________________________________
         Printed Name:  _____________________________________________
                Title:  _____________________________________________
                 Date:  _____________________________________________