AMENDED
                          CERTIFICATE OF DESIGNATION OF
                            SERIES K PREFERRED STOCK

                                       OF

                           NEWMARKET TECHNOLOGY, INC.


It is hereby certified that:

         1.       The name of  the Company (hereinafter called the "Company") is
NewMarket Technology, Inc., a Nevada corporation.

         2. The  Certificate  of  Incorporation  of the Company  authorizes  the
issuance of Ten Million (10,000,000) shares of preferred stock, $0.001 par value
per share,  and  expressly  vests in the Board of  Directors  of the Company the
authority provided therein to issue any or all of said shares in one (1) or more
series and by resolution or resolutions to establish the  designation and number
and to fix the relative rights and preferences of each series to be issued.

         3. The Board of  Directors of the  Company,  pursuant to the  authority
expressly  vested in it as  aforesaid,  has  adopted the  following  resolutions
creating a Series K issue of Preferred Stock:

         RESOLVED,  that Five Thousand  (5,000) of the Ten Million  (10,000,000)
authorized shares of Preferred Stock of the Company shall be designated Series K
Preferred  Stock,  $0.001 par value per share,  and shall possess the rights and
preferences set forth below:

         Section 1. Designation and Amount. The shares of such series shall have
$0.001 par value per share and shall be designated  as Series K Preferred  Stock
(the  "Series K  Preferred  Stock")  and the number of shares  constituting  the
Series K Preferred Stock shall be Five Thousand (5,000).

         Section 2. Rank.  Except for the  voting  rights  specifically  granted
herein which shall have  priority over all other  outstanding  securities of the
Company,  the Series K Preferred  Stock shall rank:  (i) junior to Series A-I of
outstanding  Preferred Shares of the Company; (ii) prior to all of the Company's
Common Stock,  $0.001 par value per share ("Common  Stock");  (iii) prior to any
class  or  series  of  capital  stock  of  the  Company  hereafter  created  not
specifically  ranking  by its terms  senior to or on  parity  with any  Series K
Preferred Stock of whatever subdivision (collectively, with the Common Stock and
the Existing Preferred Stock, "Junior Securities");  and (iv) on parity with any
class or series of capital stock of the Company hereafter  created  specifically
ranking  by its terms on  parity  with the  Series K  Preferred  Stock  ("Parity
Securities")  in each  case as to  distributions  of  assets  upon  liquidation,
dissolution or winding up of the Company,  whether voluntary or involuntary (all
such distributions being referred to collectively as "Distributions").

         Section 3.        Dividends. The Series K Preferred Stock shall bear no
dividend.

         Section 4.        Liquidation Preference. None.

         Section 5.        Conversion.  The  record  Holders  of this  Series  K
Preferred Stock shall have conversion rights as follows: None.

<PAGE>

         Section 6.        Redemption by Company.  None. The company has  no re-
demption right.

         Section 7. Voting Rights.  The Record Holders of the Series K Preferred
Shares  shall have the right to vote on any matter with  holders of Common Stock
voting  together  as one (1)  class.  The Record  Holders of the 5,000  Series K
Preferred  Shares  shall have that  number of votes  (identical  in every  other
respect to the voting rights of the holders of other Series of voting  preferred
shares  and the  holders  of Common  Stock  entitled  to vote at any  Regular or
Special  Meeting of the  Shareholders)  equal to that number of shares of Common
Stock  which is not less than 51% of the vote  required  to approve  any action,
which  Nevada law  provides  may or must be  approved  by vote or consent of the
holders of other  series of voting  preferred  shares and the  holders of Common
Stock or the holders of other securities entitled to vote, if any.

         The Record  Holders of the Series K Preferred  Shares shall be entitled
to the same notice of any Regular or Special Meeting of the  Shareholders as may
or shall be given to holders  of any other  series of  preferred  shares and the
holders of common shares entitled to vote at such meetings. No corporate actions
requiring majority shareholder approval or consent may be submitted to a vote of
preferred  and  common  shareholders  which in any way  precludes  the  Series K
Preferred  Stock from exercising its voting or consent rights as though it is or
was a common shareholder.

         For purposes of determining a quorum for any Regular or Special Meeting
of the Shareholders,  the Five Thousand, (5,000) Series K Preferred Shares shall
be included and shall be deemed as the equivalent of 51% of all shares of Common
Shares represented at and entitled to vote at such meetings.

         Section  8.  Protective  Provision.  So  long as  shares  of  Series  K
Preferred Stock are  outstanding,  the Company shall not without first obtaining
the approval (by vote or written  consent,  as provided by Colorado  Law) of the
Holders of at least seventy-five percent (75%) of the then outstanding shares of
Series K Preferred  Stock, and at least  seventy-five  percent (75%) of the then
outstanding Holders:

                  (a) alter or change the rights,  preferences  or privileges of
the Series K Preferred  Stock so as to affect  adversely  the Series K Preferred
Stock.

                  (b)  create  any  new  class  or  series  of  stock  having  a
preference over the Series K Preferred Stock with respect to  Distributions  (as
defined in Section 2 above) or  increase  the size of the  authorized  number of
Series A-K Preferred.

         In the event Holders of at least seventy-five percent (75%) of the then
outstanding shares of Series K Preferred Stock and at least seventy-five percent
(75%) of the then  outstanding  Holders  agree to allow the  Company to alter or
change the rights, preferences or privileges of the shares of Series K Preferred
Stock,  pursuant to subsection (a) above, so as to affect the Series K Preferred
Stock,  then the Company  will  deliver  notice of such  approved  change to the
Holders of the Series K Preferred Stock that did not agree to such alteration or
change (the  "Dissenting  Holders")  and the  Dissenting  Holders shall have the
right for a period of thirty (30) business days to convert pursuant to the terms
of this  Certificate of  Designation  as they exist prior to such  alteration or
change or continue to hold their shares of Series K Preferred Stock.

         Section 9.  Status of  Converted  or Redeemed  Stock.  In the event any
shares of Series K Preferred  Stock shall be converted  or redeemed  pursuant to
Section 5 or Section 6 hereof,  the shares so  converted  or  redeemed  shall be

<PAGE>

canceled,  shall return to the status of authorized but unissued Preferred Stock
of no  designated  series,  and shall not be issuable by the Company as Series K
Preferred Stock.

         Section  10.  Preference  Rights.  Nothing  contained  herein  shall be
construed  to prevent the Board of Directors of the Company from issuing one (1)
or more series of Preferred Stock with dividend and/or  liquidation  preferences
junior to the dividend  and  liquidation  preferences  of the Series K Preferred
Stock.

Signed on April 28, 2009.

                                       NewMarket Technology, Inc.



                                       By:  /s/ Philip Verges
                                            ------------------------------------
                                                President/CEO