EXHIBIT 4.1

                                     AMENDED
                          CERTIFICATE OF DESIGNATION OF
                            SERIES J 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 (herein, "Preferred Stock" or "Preferred Shares"), and expressly vests
in the Board of Directors of the Company the authority provided therein to issue
any or all of the  Preferred  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 J 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 J
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 the  series  of
Preferred  Stock hereby and herein created shall have $0.001 par value per share
and shall be  designated  as Series J Preferred  Stock (the  "Series J Preferred
Stock") and the number of shares constituting the Series J Preferred Stock shall
be Five  Thousand  (5,000).  The Series J  Preferred  Stock  shall have a deemed
purchase price and value of One Thousand  United States Dollars  ($1,000.00) per
share.

         Section 2. Rank. The Series J Preferred Stock shall rank: (i) senior to
any other class or series of outstanding  Preferred  Shares or series of capital
stock 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 J  Preferred  Stock of  whatever
subdivision  (collectively,  with the Common  Stock and all  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 J 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  J  Preferred  Stock  shall  bear
cumulative dividends of eight percent (8%) per annum payable annually in cash or
common stock of the Company.  Accrued and unpaid dividends on Series J Preferred
Stock that is  converted  into Common Stock in  accordance  with Section 5 below

<PAGE>

shall be paid in cash or Common  Stock at the  Conversion  Price (as  defined in
Section 5(a) below) at the Company's sole option upon  conversion of such Series
J Preferred Stock, as stated and described in Section 5 below.

         Section 4.        Liquidation Preference.

                  (a) In the event of any liquidation, dissolution or winding up
of the Company, either voluntary or involuntary, the holders of shares of Series
J Preferred  Stock (each a "Holder" and  collectively  the  "Holders")  shall be
entitled to receive,  immediately  after any  distributions to Senior Securities
required by the Company's  Certificate of  Incorporation  or any  certificate of
designation,  and prior in preference to any  distribution to Junior  Securities
but in parity with any  distribution to Parity  Securities,  an amount per share
equal to $1,000.00 per share.  If upon the  occurrence of such event,  and after
payment  in  full  of the  preferential  amounts  with  respect  to  the  Senior
Securities,  the assets and funds available to be distributed  among the Holders
of the Series J Preferred Stock and Parity  Securities  shall be insufficient to
permit the payment to such Holders of the full  preferential  amounts due to the
Holders of the Series J Preferred Stock and the Parity Securities, respectively,
then  the  entire  assets  and  funds  of  the  Company  legally  available  for
distribution  shall be  distributed  among the Holders of the Series J Preferred
Stock and the Parity Securities,  pro rata, based on the respective  liquidation
amounts  to  which  each  such  series  of stock is  entitled  by the  Company's
Certificate of  Incorporation  and any  certificate(s)  of designation  relating
thereto.

                  (b)  Upon  the  completion  of the  distribution  required  by
subsection  4(a), if assets remain in the Company,  they shall be distributed to
holders of Junior  Securities in accordance  with the Company's  Certificate  of
Incorporation including any duly adopted certificate(s) of designation.

         Section 5.     Conversion. The record Holders of the Series J Preferred
Stock shall have conversion rights as follows (the "Conversion Rights"):

                  (a) Right to Convert.  On and after date  hereof,  each record
Holder of Series J Preferred  Stock  shall be entitled  (at the times and in the
amounts set forth below), at the office of the Company or any transfer agent for
the Series J Preferred Stock designated by the Company to the Holders in writing
(the "Transfer Agent"),  to convert Series J Preferred Stock in whole or in part
into Common Stock (in multiples of one (1) share of Series J Preferred Stock) as
follows:

         On and after date hereof and after a shareholder approved reverse stock
         split,  which shall be  completed  as soon as  possible  after the date
         hereof,  but in any event within ninety (90) days from the date hereof,
         of the issued and outstanding Common Stock of the Company,  the Holders
         of the Series J Preferred Stock shall,  collectively  have the right to
         convert all of their Series J Preferred Stock for which a conversion is
         elected into that number of  authorized  but unissued  shares of Common
         Stock of the Company,  determined by the following  formula:  $1,000.00
         per share of Series J Preferred Stock being converted,  plus the dollar
         amount of all accrued and unpaid dividends thereon,  divided by 100% of
         the  volume  weighted  average of the  closing  bid prices per share of
         Common Stock on the Nasdaq, American Stock Exchange, any other national
         securities exchange or market, the OTC Bulletin Board, the Pink Sheets,
         LLC, "pink sheets" market, or any other market or exchange on which the
         Common  Stock is  listed  or  eligible  for  trading,  for the ten (10)
         trading  days prior to the  Conversion  Date  (defined in Section  5(b)
         below) (the "Conversion Price").


<PAGE>

                  (b)  Mechanics  of  Conversion.  In order to convert  Series J
Preferred  Stock into full shares of Common  Stock,  the Holder shall (i) fax or
deliver via electronic mail, on or prior to 11:59 p.m., Dallas,  Texas time (the
"Conversion Notice Deadline") on the date of conversion (the "Conversion Date"),
a copy of the fully executed  notice of conversion  ("Notice of  Conversion") to
the Company at the office of the Company or the Transfer  Agent stating that the
Holder  elects to convert  Series J  Preferred  Stock into Common  Stock,  which
Notice of Conversion shall specify the date of conversion,  the number of shares
of Series J Preferred Stock to be converted, the applicable Conversion Price and
a  calculation  of the  number  of shares of  Common  Stock  issuable  upon such
conversion  (together  with a copy of the front page of each  certificate  to be
converted)  and  (ii)  once   converted  in  full  (but  not  otherwise   unless
specifically  requested by the Company from time to time), surrender to a common
courier for  delivery to the office of the Company or the  Transfer  Agent,  the
original  certificate(s)   representing  the  Series  J  Preferred  Stock  being
converted  (the  "Preferred  Stock  Certificates"),  duly endorsed for transfer;
unless  the  Holder  notifies  the  Company  or its  Transfer  Agent  that  such
certificates have been lost, stolen or destroyed (subject to the requirements of
subparagraph  (i) below).  Upon receipt by the Company of a facsimile  copy of a
Notice of Conversion,  Company shall immediately send, via facsimile or email, a
confirmation  of receipt  of the  Notice of  Conversion  to Holder  which  shall
specify  that  the  Notice  of  Conversion  has been  received  and the name and
telephone  number of a contact  person at the  Company  whom the  Holder  should
contact  regarding  information  related  to the  Conversion.  In the  case of a
dispute  as to the  calculation  of the  Conversion  Price,  the  Company  shall
promptly  issue to the Holder the number of shares of Common  Stock that are not
disputed and shall submit the disputed  calculations  to its outside  accountant
via facsimile within three (3) days of receipt of Holder's Notice of Conversion.
The Company shall cause the  accountant to perform the  calculations  and notify
the Company and the Holder of the results no later than  forty-eight  (48) hours
from the time it receives the disputed  calculations.  Accountant's  calculation
shall be deemed conclusive absent manifest error.

                           (i)      Lost or Stolen Certificates. Upon receipt by
the Company of evidence of the loss,  theft,  destruction  or  mutilation of any
Preferred Stock  Certificates  representing  shares of Series J Preferred Stock,
and (in the case of  loss,  theft  or  destruction)  of  indemnity  or  security
reasonably  satisfactory to the Company,  and upon surrender and cancellation of
the Preferred Stock Certificate(s),  if mutilated, the Company shall execute and
deliver new Preferred Stock  Certificate(s) of like tenor and date. However, the
Company shall not be obligated to re-issue such lost or stolen  Preferred  Stock
Certificates  if Holder  contemporaneously  requests the Company to convert such
Series J Preferred Stock into Common Stock.

                           (ii)    Delivery of Common Stock Upon Conversion. The
Transfer Agent or the Company (as applicable)  shall, no later than the close of
business on the third (3rd) business day (the  "Deadline")  after receipt by the
Company or the Transfer  Agent of a facsimile copy of a Notice of Conversion and
receipt  by  Company or the  Transfer  Agent  from the  Holder of all  necessary
documentation duly executed and in proper form required for conversion as stated
in this Section 5, issue and surrender to a common courier for either  overnight
or (if delivery is outside the United States) two (2) day delivery to the Holder
at the  address  of the Holder as shown on the stock  records  of the  Company a
certificate  for the number of shares of Common  Stock to which the Holder shall
be  entitled  as  aforesaid.   In  lieu  of  delivering  physical   certificates
representing Common Stock to be received by a Holder upon conversion of Series J
Preferred  Stock,  the Company may, if the said Common  Stock is not  restricted
from transfer and does not contain a restrictive legend,  utilize the Depository
Trust Company ("DTC") Fast Automated Securities Transfer program and/or the DWAC
system to  electronically  credit the account of the Holder's  prime broker with
DTC  for the  number  of  shares  of  Common  Stock  to be  received  upon  such
conversion.

<PAGE>

         In any event,  delivery to each Holder of Common  Stock upon a properly
submitted  conversion of Series J Preferred Stock shall be made within three (3)
business  days after the  Conversion  Date.  Without  limiting a Holder's  other
rights at law or in equity,  should  delivery  be later than three (3)  business
days after the  Conversion  Date,  the Holder shall have the right to either (1)
rescind the conversion by facsimile  notice to the Company;  (2) by giving a new
Notice of Conversion,  adjust the  Conversion  Price and the amount of dividends
accrued and unpaid, in which case the Company shall process the conversion as if
the latter notice were the original notice; or (3) accept the late delivery. The
Holders shall also be entitled to the equitable  remedy of specific  performance
to enforce  the  delivery  requirements  upon  conversion  of Series J Preferred
Stock.

                           (iii)    No Fractional Shares.  If any  conversion of
the Series J Preferred Stock would create a fractional  share of Common Stock or
a right to acquire a fractional  share of Common Stock,  such  fractional  share
shall be  disregarded  and the number of shares of Common  Stock  issuable  upon
conversion, in the aggregate, shall be rounded to the nearest whole share.

                           (iv)     Date of Conversion. The date on which conver
-sion occurs (the "Conversion Date") shall be deemed to be the date set forth in
such  Notice of  Conversion,  provided  that the  advance  copy of the Notice of
Conversion is faxed to the Company before 11:59 p.m., Dallas, Texas time, on the
Conversion  Date. The person or persons entitled to receive the shares of Common
Stock  issuable  upon such  conversion  shall be treated for all purposes as the
record Holder or Holders of such shares of Common Stock on the Conversion.

                  (c) Reservation of Stock Issuable Upon Conversion. The Company
shall at all times  reserve and keep  available  or make  provision to increase,
reserve and keep available out of its  authorized but unissued  shares of Common
Stock,  solely  for the  purpose of  effecting  the  conversion  of the Series J
Preferred Stock, such number of its shares of Common Stock as shall from time to
time be sufficient to effect the  conversion  of all then  outstanding  Series J
Preferred  Stock into Common Stock;  and if at any time the number of authorized
but  unissued  shares of Common  Stock  shall not be  sufficient  to effect  the
conversion  of all then  outstanding  shares of Series J  Preferred  Stock,  the
Company  will take such  corporate  action as may be  necessary  to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose.

                  (d)      Adjustment to Conversion Rate.

                           (i)     Adjustment Due to Merger, Consolidation, Etc.
If, prior to the conversion of all Series J Preferred Stock,  there shall be any
merger, consolidation, exchange of shares, recapitalization,  reorganization, or
other similar event,  as a result of which shares of Common Stock of the Company
shall be changed  into the same or a  different  number of shares of the same or
another class or classes of stock or securities of the Company or another entity
or there is a sale of all or substantially  all the Company's  assets,  then the
Holders of Series J Preferred  Stock shall  thereafter have the right to receive
upon conversion of Series J Preferred  Stock,  upon the basis and upon the terms
and  conditions  specified  herein  and in lieu of the  shares of  Common  Stock
immediately theretofore issuable upon conversion,  such stock, securities and/or
other assets ("New Assets") which the Holder would have been entitled to receive
in such  transaction had the Series J Preferred Stock been  convertible into New
Assets from the date hereof,  at the market price of such New Assets on the date
of conversion,  and in any such case  appropriate  provisions shall be made with

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respect to the rights and  interests  of the  Holders of the Series J  Preferred
Stock to the end that the  provisions  hereof  (including,  without  limitation,
provisions  for the  adjustment  of the  conversion  price and of the  number of
shares of Common Stock issuable or New Assets deliverable upon conversion of the
Series J Preferred  Stock) shall  thereafter be applicable,  as nearly as may be
practicable  in  relation  to any  securities  thereafter  deliverable  upon the
exercise hereof.

                           (iii)   No Fractional Shares. If any adjustment under
this Section 5(d) would create a fractional  share of Common Stock or a right to
acquire a  fractional  share of Common  Stock,  such  fractional  share shall be
disregarded  and the number of shares of Common Stock  issuable upon  conversion
shall be rounded to the nearest whole share.

                  (e) Conversion  Limitations.  Notwithstanding  anything to the
contrary set forth  herein,  in no event shall any Holder be entitled to convert
Series J Preferred  Stock in excess of such  portion of the stated  value of the
Series J Preferred  Stock that,  upon giving  effect to such  conversion,  would
cause the aggregate number of shares of Common Stock  beneficially  owned by the
Holder and its  affiliates to exceed 4.99% of the  outstanding  shares of Common
Stock following such conversion.  For purposes of the foregoing  provision,  the
aggregate number of shares of Common Stock  beneficially owned by the Holder and
its affiliates  shall include the number of shares of Common Stock issuable upon
the specific  conversion  of the Series J Preferred  Stock with respect to which
the  determination of such proviso is made. Except as set forth in the preceding
sentence, for purposes of this section, beneficial ownership shall be calculated
in  accordance  with Section  13(d) of the  Securities  Exchange Act of 1934, as
amended.  The  limitations  of this Section 5(e) shall no longer apply,  and the
Holder may convert its Series J Preferred  Stock  irrespective  of the  Holder's
beneficial  ownership of Common Stock, should any of the following events occur:
(1) the Company shall either become insolvent, admit in writing its inability to
pay its debts  generally or as they come due, make an assignment for the benefit
of  creditors  or commence  proceedings  for its  dissolution,  or apply for, or
consent to the appointment of, a trustee, liquidator, or receiver for its or for
a material  part of its property or business;  or (2) a trustee,  liquidator  or
receiver  shall be  appointed  for the Company or for a material  portion of its
property or business  without the Company's  consent and such appointment is not
discharged within sixty (60) days thereafter;  or (3) any governmental agency or
any court of competent  jurisdiction at the instance of any governmental  agency
shall  assume  custody or control of the whole or a  substantial  portion of the
properties or assets of the Company and shall not be dismissed within sixty (60)
days thereafter;  or (4) bankruptcy,  reorganization,  insolvency or liquidation
proceedings or other  proceedings for relief under any bankruptcy law or any law
for the relief of debtors  shall be instituted by or against the Company and, if
instituted  against the Company,  shall not be dismissed  within sixty (60) days
after such  institution or the Company by any answer,  action or omission to act
approve of, or default in, answering a petition filed in, such proceeding.

         Section 6.  Redemption  by  Company.  The Company may redeem all or any
portion of the Series J Preferred  Stock by paying in cash by wire  transfer the
stated value of US$1,000.00 per share,  plus all accrued and unpaid dividends on
the Series J  Preferred  Stock to be  redeemed,  to the Holder  pursuant  to the
Holder's written instructions.  The Holders may convert Series J Preferred Stock
until such cash has been received by the Holder, at which time Conversion Rights
shall  cease and the Holder  shall  surrender  all  redeemed  Series J Preferred
Certificates to the Company for cancellation.

         Section 7. Voting Rights.  The record Holders of the Series J Preferred
Stock  shall not have the right to vote on any  matter  with  holders  of Common
Stock or any 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.

<PAGE>

         The record Holders of the Series J Preferred Stock shall be entitled to
the same notice of any  regular or special  meeting of the  shareholders  of the
Company  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.

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

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

         In the event Holders of at least seventy-five percent (75%) of the then
outstanding shares of Series J 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 J Preferred
Stock,  pursuant to subsection (a) above, so as to affect the Series J Preferred
Stock,  then the Company  will  deliver  notice of such  approved  change to the
Holders of the Series J 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 J Preferred Stock.

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


Signed on April 28, 2009

                                           NewMarket Technology, Inc.


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