DEBT RESTRUCTURE AND EQUITY REORGANIZATION
                             COMPREHENSIVE AGREEMENT
                                  BY AND AMONG
                          GREEN SHIELD MANAGEMENT CO.,
                               ES HORIZONS, INC.,
                                       AND
                           NEWMARKET TECHNOLOGY, INC.


This  Comprehensive  Debt  Restructure  and  Equity   Reorganization   Agreement
("Agreement") is entered into by and among NewMarket Technology,  Inc., a Nevada
Corporation ("NMKT"),  Green Shield Management Co. ("GS") and ES Horizons, Inc.,
a Nevada  corporation  ("ES")  as of the last  date  written  below  ("Effective
Date").  NMKT,  GS and ES may each be  referred  to herein as a "Party"  and may
collectively be referred to herein as the "Parties."

                                   WITNESSETH:

WHEREAS:       GS is the holder (or manager of holdings) of  $1,250,000 in notes
               participation (the "Note Participation") with Valens Offshore and
               Valens SPV and,

WHEREAS:       NMKT's Articles of Incorporation  authorize  10,000,000 shares of
               preferred stock  ("Preferred  Stock"),  of which 2,552 are issued
               and outstanding on the date hereof and

WHEREAS:       GS is the holder  (or  manager of  holdings)  of all  outstanding
               shares of the Series F, H, and I of the Preferred  Stock of NMKT,
               including  the  respective  quantities of each series as shown on
               Exhibit A hereto (collectively the "GS Preferred Shares") and,

WHEREAS:       NMKT has  expressed  an  interest in  restructuring  the debt and
               equity held or managed by GS and,

WHEREAS:       The Parties now desire to restructure the debt and reorganize the
               equity of the Preferred Stock of NMKT held, managed or controlled
               by GS.

NOW THEREFORE:  The Parties,  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.   GS hereby agrees to submit for  cancellation,  the GS Preferred  Shares, in
     exchange   for   1,601   shares   of   Series  J   Preferred   Convertible,
     Dividend-bearing  (Cumulative)  Stock with the  Designations  of Rights and
     Privileges  as  contained  on  Exhibit B hereto  (the  "Series J  Shares"),
     effective  upon  issuance  of the  Series J of  Preferred  Stock,  required
     hereby.

2.   GS hereby  elects  and  agrees  to  convert  $750,000  of the  Valens  Note
     Participation into 750 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 Series J Shares.

<PAGE>

3.   GS  enters  into  this   Agreement,   and  agrees  to  participate  in  the
     restructuring and complete the undertakings  described  herein,  subject to
     the requirement,  by GS, that NMKT issue concurrently  herewith a series of
     super majority voting  Preferred Stock (Series K), which must be and remain
     outstanding to current  management of NMKT for so long as GS holds Series J
     Shares.  Concurrent  herewith,  GS has agreed to sell  $500,000 of the Note
     Participation  to ES, an  entity  controlled  by  management  of NMKT,  for
     valuable consideration,  effective upon execution hereof by all Parties. ES
     hereby  elects  and  agrees to  convert  the  $500,000  Note  Participation
     purchased hereby from GS into 5,000 shares of Series K Preferred Stock with
     the  Designation  of Rights and Privileges as contained on Exhibit C hereto
     effective upon issuance of the Series K Preferred  Stock  required  hereby.
     NMKT  agrees  that it will not issue any  Series J  Preferred  Stock to any
     person or entity other than to or at the  direction of GS without the prior
     written consent of GS.

4.   GS and ES 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.

5.   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.

6.   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.

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

8.   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 ES:            ES Horizons, Inc.
                                    14860 Montfort Drive, Suite 210
                                    Dallas, Texas 75254
                                    Fax no. (972) 386-3372

<PAGE>

     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.

9.   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.

10.  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.

11.  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.

12.  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.

13.  Integration.  This  Agreement  represents  the entire  agreement  among the
     Parties,  it  supercedes  all prior  negotiations  and  agreements,  and no
     statements, promises, or inducements made by any Party hereto not contained
     in this instrument shall be valid or binding.

14.  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.

15.  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.

<PAGE>

16.  Governing Law;  Jurisdiction  and Venue.  This Agreement shall be construed
     and  enforced in  accordance  with the laws of the State of North  Carolina
     without  reference to its choice of law or conflict of law provisions.  The
     Parties agree to submit to the personal jurisdiction of the state courts of
     the  State of  North  Carolina  sitting  in  Raleigh,  Wake  County,  North
     Carolina,  and  agree  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.

17.  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
     transmitted 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.




ES HORIZONS, INC.

                   By:  /s/ Philip Verges
                        ------------------------------------------------
         Printed Name:  Philip Verges
                        ------------------------------------------------
                Title:  President
                        ------------------------------------------------
                 Date:  4/28/09
                        ------------------------------------------------



NEWMARKET TECHNOLOGY, INC.

                   By:  /s/ Philip Rauch
                        ------------------------------------------------
         Printed Name:  Philip Rauch
                        ------------------------------------------------
                Title:  Chief Financial Officer
                        ------------------------------------------------
                 Date:  4/28/09
                        ------------------------------------------------
<PAGE>

GREEN SHIELD MANAGEMENT CO.

                   By:  /s/ EB Cole
                        ------------------------------------------------
         Printed Name:  E.B. Cole
                        ------------------------------------------------
                Title:  Director
                        ------------------------------------------------
                 Date:  4/28/09
                        ------------------------------------------------




EXHIBIT A

Preferred  Securities  Owned / Controlled  / Managed by Green Shield  Management
Company


Series F Preferred Stock - 225 Shares (stated value $1,000 per share)

Series H Preferred Stock - 541 Shares (stated value $1,000 per share)

Series I Preferred Stock - 835 Shares (stated value $1,000 per share)