Exhibit 10.1


    
      	
               

            	
              EXHIBIT 10.1

            	
               

            


    


    SECURITIES PURCHASE AGREEMENT


    This Securities Purchase Agreement is made as of the 8th day of March,
      2007,


    BY AND AMONG:


    DIAMOND I, INC., a Delaware corporation with an office located at 8733
      Siegen Lane, Suite 309, Baton Rouge, Louisiana 70810 (“Diamond”);


    DIAMOND I TECHNOLOGIES, INC., a Nevada corporation with an office located
      at 8733 Siegen Lane, Suite 309, Baton Rouge, Louisiana 70810 (“Diamond
      Tech”);


    NEWMARKET TECHNOLOGY, INC., a Nevada corporation with an office located
      at
      14860 Montfort Drive, Suite 210, Dallas Texas 75254 (“NewMarket”); and


    NEWMARKET TECHNOLOGY ACQUISITION SUBSIDIARY, a corporation to be formed
      under the laws of the State of Nevada and wholly owned by NewMarket Technology,
      Inc., and to have an office located at 14860 Montfort Drive, Suite 210, Dallas
      Texas 75254 (“Acquisition Sub”).


    WHEREAS:


    A. NewMarket owns 100% of the presently issued and outstanding equity of
      Acquisition Sub; and


    B. NewMarket, through Acquisition Sub, desires to acquire voting control
      of
      Diamond; and


    C. The respective Boards of Directors of Diamond, Diamond Tech, NewMarket
      and Acquisition Sub deem it advisable and in the best interests of each such
      corporation that the transactions contemplated herein be consummated pursuant
      to
      the terms and conditions set forth in this Agreement;


    WITNESSETH, THEREFORE, in consideration of the premises and the mutual
      covenants, agreements, representations and warranties contained herein, and
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the parties hereto hereby agree as follows:


    I. DEFINITIONS


     Whenever used in this Agreement, the following terms shall have the
      meanings set forth below, including the exhibit hereto or amendments
      hereof.


     (a) “Acquisition Sub” shall mean NewMarket Technology Acquisition
      Subsidiary, a Nevada corporation.


     (b) “Agreement” shall mean this Securities Purchase Agreement and all
      scheduled and exhibits hereto or amendments hereof.


     (c) “Closing” shall mean the completion, on the Closing Date, of the
      transactions contemplated by this Agreement.


     (d) “Closing Date” shall mean the day on which all conditions
      precedent to the completion of the transaction as contemplated hereby have
      been
      satisfied or waived, but, in any event, no later than June 7, 2007.


     (e) “Diamond” shall mean Diamond I, Inc., a Delaware
      corporation.


     (f) “Diamond Tech” shall mean Diamond I Technologies, Inc., a Nevada
      corporation.


     (g) “Knowledge of Diamond” or matters “known to Diamond” shall mean
      matters actually known to the Board of Directors or officers of Diamond, or
      which reasonably should be or should have been known by them upon reasonable
      investigation.


     (h) “Knowledge of Diamond Tech” or matters “known to Diamond Tech”
shall mean matters actually known to the Board of Directors or officers
      of
      Diamond Tech, or which reasonably should be or should have been known by them
      upon reasonable investigation.


     (i) “Knowledge of Acquisition Sub” or matters “known to Acquisition
      Sub” shall mean matters actually known to the Board of Directors or officers of
      Acquisition Sub, or which reasonably should be or should have been known by
      them
      upon reasonable investigation.


     (j) “Knowledge of NewMarket” or matters “known to NewMarket” shall
      mean matters actually known to the Board of Directors or officers of NewMarket,
      or which reasonably should be or should have been known by them upon reasonable
      investigation.


     (k) “NewMarket” shall mean NewMarket Technology, Inc., a Nevada
      corporation.


     Any term used herein to which a special meaning has been ascribed
      shall be construed in accordance with either (1) the context in which such
      term
      is used, or (2) the definition provided for such term in the place in this
      Agreement at which such term is first used.


    II. DISCLOSURES


     NewMarket and Acquisition Sub, and each of them, hereby acknowledge
      that they have (a) received and reviewed copies of Diamond’s periodic reports
      filed with the Securities and Exchange Commission and (b) had the opportunity
      to
      ask questions of, and receive answers from, the principals of Diamond and
      Diamond Tech regarding their respective business plans and otherwise investigate
      the matters contained therein. Specifically, NewMarket and Acquisition Sub,
      and
      each of them, understand that Diamond and Diamond Tech are in the
      development-stage, that they do not possess any working capital and that they
      are dependent upon the consummation this Agreement in order to pursue their
      respective business plans. Specifically, NewMarket and Acquisition Sub, and
      each
      of them, acknowledge that neither Diamond nor Diamond Tech may ever earn a
      profit.


     Diamond and Diamond Tech, and each of them, hereby acknowledge that
      they have (a) received and reviewed copies of NewMarket’s periodic reports filed
      with the Securities and Exchange Commission and (b) had the opportunity to
      ask
      questions of, and receive answers from, the principals of NewMarket and
      Acquisition Sub regarding their business plans and otherwise investigate the
      matters contained therein. 


    III. PURCHASE AND SALE OF SECURITIES


     Diamond hereby sells to Acquisition Sub and Acquisition Sub hereby
      buys from Diamond 2,000,000 shares of the Series B Preferred Stock of Diamond,
      which shares shall have the rights and preferences set forth in Exhibit III
      attached hereto and made a part hereof, in consideration of the
      following:


     (a) the establishment of a line-of-credit (the “Diamond LOC”) in
      favor of Diamond in the principal amount of $250,000.00; and


     (b) a promissory note, in the form of Exhibit III(b) attached hereto,
      in the principal amount of $2,000,000.00 (the “Dividend Note”), payable to
      Diamond.


     Acquisition Sub shall deliver the consideration set forth above
      pursuant to the terms hereof.


     Diamond shall cause the 2,000,000 shares of its Series B Preferred
      Stock purchased and sold hereunder to be issued as provided hereunder and
      delivered at the Closing hereunder.


    IV. THE CLOSING


     The Closing of the transactions contemplated by this Agreement shall
      take place (a) at the offices of NewMarket at 2:00 p.m., local time, on the
      earlier of (i) June 7, 2007, or (ii) the third business day immediately
      following the date on which the last of the conditions set forth herein has
      been
      fulfilled or waived, or (b) at such other time and place and on such other
      date
      as the parties shall agree (the Closing Date).


    V. FURTHER AGREEMENTS


     (a) Beginning one year from the Closing Date, not less than
      bi-annually following the Closing hereunder, Diamond shall distribute, as a
      dividend to the shareholders of record of its common stock as of the Closing
      Date, all cash received by it pursuant to the Dividend Note, until such time
      as
      the Dividend Note shall have been paid in full.


     (b) Upon the mutual execution of this Agreement, NewMarket and/or
      Acquisition Sub shall deliver to Diamond $25,200.00 in cash, which amount shall
      be shall constitute the first advance on the Diamond LOC. It is further agreed
      by the parties that such funds shall be applied to the payment of accounting
      and
      legal fees associated with the preparation and filing of Diamond’s Annual Report
      on Form 10-KSB for the year ended December 31, 2006.


     (c) Upon the mutual execution of this Agreement, and every 30 days
      thereafter and until August 2008, NewMarket and/or Acquisition Sub shall,
      pursuant to the Diamond LOC, deliver to Diamond the sum of $5,200.00 in cash.
      It
      is further agreed by the parties that such funds shall be applied to the payment
      of employee and office-related expenses of Diamond.


     (d) Prior to the Closing, Diamond shall have assigned to Diamond Tech
      all gaming-related assets, including goodwill, and liabilities associated
      therewith.


     (e) Within one year of the Closing Date, NewMarket, Acquisition Sub
      and Diamond Tech shall cause 100% of the then-outstanding shares of common
      stock
      of Diamond Tech to be distributed to the shareholders of record of Diamond
      common stock, as a property dividend, as of the Closing Date, pursuant to an
      effective registration statement on file with the Securities Exchange
      Commission; it being expressly agreed that there shall be only common stock
      of
      Diamond Tech outstanding. NewMarket, Acquisition Sub and Diamond Tech agree
      that
      they shall use commercially reasonable efforts to complete the distribution
      of
      the Diamond Tech common stock prior to such one-year anniversary.


     (f) Prior to or at the Closing, NewMarket shall have executed an
      employment agreement with David Loflin (the “DL Employment Agreement”), the
      terms and conditions of which shall be negotiated in good faith by Mr. Loflin
      and NewMarket.


     (g) Prior to the Closing, the parties shall have negotiated in good
      faith a $1,000,000 investment commitment on behalf of and for the benefit of
      Diamond, which investment funds are to be applied to the then-business
      operations of Diamond.


     (h) Prior to the Closing, the parties shall have negotiated in good
      faith a $750,000 investment commitment on behalf of and for the benefit of
      Diamond Tech, which investment funds are to be applied to the then-business
      operations of Diamond.


     (i) From the date hereof to the Closing Date, Diamond and Diamond
      Tech, and each of them, shall, and shall cause their respective affiliates,
      officers, directors, employees, auditors and agents to afford the officers,
      employees and agents of NewMarket and Acquisition Sub complete access at all
      reasonable times to its officers, employees, agents, properties, offices, plants
      and other facilities and to all books and records, and shall furnish NewMarket
      and Acquisition Sub with all financial, operating and other data and information
      as NewMarket and Acquisition Sub, through their respective officers, employees
      or agents, may reasonably request.


     (j) From the date hereof to the Closing Date, NewMarket and
      Acquisition Sub, and each of them, shall, and shall cause their respective
      affiliates, officers, directors, employees, auditors and agents to afford the
      officers, employees and agents of Diamond and Diamond Tech complete access
      at
      all reasonable times to its officers, employees, agents, properties, offices,
      plants and other facilities and to all books and records, and shall furnish
      Diamond and Diamond Tech with all financial, operating and other data and
      information as Diamond and Diamond Tech, through their respective officers,
      employees or agents, may reasonably request.


     (k) In the event of the termination of this Agreement, NewMarket and
      Acquisition Sub shall, and shall cause, their respective affiliates, officers,
      directors, employees and agents to (i) return promptly every document furnished
      to them by Diamond and Diamond Tech in connection with the transactions
      contemplated hereby and any copies thereof, and (ii) shall cause others to
      whom
      such documents may have been furnished promptly to return such documents and
      any
      copies thereof any of them may have made. In the event of the termination of
      this Agreement, Diamond and Diamond Tech shall, and shall cause, their
      respective affiliates, officers, directors, employees and agents to (x) return
      promptly every document furnished to them by NewMarket and Acquisition Sub
      in
      connection with the transactions contemplated hereby and any copies thereof,
      and
      (y) shall cause others to whom such documents may have been furnished promptly
      to return such documents and any copies thereof any of them may have
      made.


     (l) No investigation pursuant to this Agreement shall affect any
      representations or warranties of the parties herein or the conditions to the
      obligations of the parties hereto.


     (m) Upon the terms and subject to the conditions hereof, each of the
      parties hereto shall use its best efforts to take, or cause to be taken, all
      actions and to do, or cause to be done, all other things necessary, proper
      or
      advisable to consummate and make effective as promptly as practicable the
      transactions contemplated by this Agreement.


     (n) No party shall issue a press release or otherwise make any public
      statements with respect to the transactions contemplated herein, without the
      prior consent of the other parties; provided, however, that NewMarket and
      Diamond may, without the prior consent of the other, issue a press release
      or
      otherwise make public statements with respect to the transactions contemplated
      herein, should such press release or public statements be deemed, in good faith,
      necessary by either of such parties to assure its compliance with applicable
      securities laws.


    VI. REPRESENTATIONS OF DIAMOND


     Diamond hereby represents and warrants to NewMarket and Acquisition
      Sub that:


     (a) Organization, Qualification and Subsidiaries. Diamond is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware and has the requisite power and authority and is in
      possession of all franchises, grants, authorizations, licenses, permits,
      easements, consents, certificates, approvals and orders to own, operate or
      lease
      the properties that it purports to own, operate or lease and to carry on its
      business as it is now being conducted, and is duly qualified as a foreign entity
      to do business, and is in good standing, in each jurisdiction where the
      character of its properties owned, operated or leased or the nature of its
      activities makes such qualification necessary. Diamond has not received any
      notice of proceedings relating to the revocation or modification of any such
      franchises, grants, authorizations, licenses, permits, easements, consents,
      certificates, approvals or orders. Diamond has three subsidiary corporations:
      (i) Diamond I Technologies, Inc., a Nevada corporation; (ii) Touchdev Limited,
      a
      U.K. corporation; and (iii) AirRover Networks, Inc., a Maryland
      corporation.


     (b) Certificate of Incorportion and Bylaws. Diamond shall furnish, as
      Schedule VI(b) attached hereto and made a part hereof, to NewMarket and
      Acquisition Sub a complete and correct copy of its Certificate of Incorporation
      and Bylaws, each as amended to date. Such Certificate of Incorporation and
      Bylaws are in full force and effect.


     (c) Capitalization. The authorized capital stock of Diamond consists
      of 700,000,000 shares of common stock, $.001 par value per share, and 50,000,000
      shares of preferred stock, $.001 par value per share. As of the date hereof,
      approximately 305,000,000 shares of common stock are issued and outstanding,
      all
      of which are validly issued, fully paid and non-assessable. As of the date
      hereof, 500,000 shares of Diamond’s Series A preferred stock are issued and
      outstanding. No shares of Diamond’s common stock or preferred stock are held in
      the treasury of Diamond or by the subsidiary of Diamond. Each of the outstanding
      shares of capital stock of Diamond’s subsidiaries is duly authorized, validly
      issued, fully paid and non-assessable and such shares owned by Diamond are
      owned
      free and clear of all security interests, liens, claims, pledges, agreements,
      limitations on Diamond’s voting rights, charges or other encumbrances of any
      nature whatsoever.


     (d) Options, etc. Except as set forth in Schedule VI(d) attached
      hereto and made a part hereof, there are no options, warrants or other rights,
      agreements, arrangements or commitments of any character relating to the issued
      or unissued capital stock of Diamond. There are no outstanding contractual
      obligations of Diamond to repurchase, redeem or otherwise acquire any shares
      of
      the capital stock of Diamond.


     (e) Rights and Preferences of Series B Preferred Stock. The shares of
      Series B Preferred Stock of Diamond to be issued and delivered hereunder shall
      have the rights and preferences set forth in Exhibit III attached hereto and
      made a part hereof.


     (f) Issuance of the Series B Preferred Stock. The shares of Series B
      Preferred Stock of Diamond, when issued and delivered in accordance with this
      Agreement, will be duly and validly issued, fully paid and non-assessable,
      and
      will be free and clear of any liens or encumbrances and, to the knowledge of
      Diamond, will be issued in compliance with applicable state and federal
      laws.


     (g) No Conflict; Required Filings and Consents.


      (i) The execution and delivery of this Agreement by Diamond do
      not, and the performance of this Agreement by Diamond shall not, (A) conflict
      with or violate the Certificate of Incorporation or Bylaws of Diamond, (B)
      conflict with or violate any law, rule, regulation, order, judgment or decree
      applicable to Diamond or by which any of its properties are bound or affected,
      or (C) result in any breach of or constitute a default (or an event which with
      notice or lapse of time or both would become a default) under, or give to others
      any rights of termination, amendment, acceleration or cancellation of, or result
      in the creation of a lien or encumbrance on any of the respective properties
      or
      assets of Diamond pursuant to, any note, bond, mortgage, indenture, contract,
      agreement, lease, license, permit, franchise or other instrument or obligation
      to which Diamond is a party or by which Diamond or its properties are bound
      or
      affected.


      (ii) The execution and delivery of this Agreement by Diamond
      does not, and the performance of this Agreement shall not, require any consent,
      approval, authorization or permit of, or filing with or notification to, any
      governmental or regulatory authority, domestic or foreign.


     (h) Compliance. Diamond is not in conflict with, or in default or
      violation of, (i) its Certificate of Incorporation or Bylaws, (ii) any law,
      rule, regulation, order, judgment or decree applicable to Diamond or by which
      its properties are bound or affected, including, without limitation, health
      and
      safety, environmental and civil rights laws and regulations and zoning
      ordinances and building codes, or (iii) any note, bond, mortgage, indenture,
      contract, agreement, lease, license, permit, franchise, easement, consent,
      order
      or other instrument or obligation to which Diamond is a party or by which
      Diamond or its properties are bound or affected.


     (i) Absence of Certain Changes or Events. Since September 30, 2006,
      except as contemplated by this Agreement, Diamond has conducted its business
      only in the ordinary course and in a manner consistent with past practice and,
      since such date, there has not been any adverse change in the business or
      prospects of Diamond or any declaration, setting aside or payment of any
      dividends or distributions in respect of ownership of the common stock of
      Diamond or any redemption, purchase or other acquisition of any of the capital
      stock of Diamond.


     (j) Absence of Litigation. Except as disclosed in Schedule VI(j)
      attached hereto and made a part hereof, there are no claims, actions,
      proceedings or investigations pending or threatened against Diamond, or any
      properties or rights of Diamond, before any court, arbitrator, or
      administrative, governmental or regulatory authority or body. As of the date
      hereof, neither Diamond nor its properties is subject to any order, writ,
      judgment, injunction, decree, determination or award.


     (k) Labor Matters. Except as set forth in the Schedule VI(k) attached
      hereto and made a part hereof, (a) there are no controversies pending or
      threatened, between Diamond and any of its employees; and (b) Diamond is not
      a
      party to any collective bargaining agreement or other labor union
      contract.


     (l) Contracts. Schedule VI(l) attached hereto and made a part hereof
      lists or describes all contracts, authorizations, approvals or arrangements
      to
      which Diamond is a party, or by which it is bound, as of the date hereof, and
      which (i) obligates or may obligate Diamond to pay more than $500; or (ii)
      are
      financing documents, loan agreements or agreements providing for the guarantee
      of the obligations of any party in each case involving an obligation in excess
      of $1,000.


     (m) Title to Property and Leases.


      (i) Each asset owned or leased by Diamond is owned or leased
      free and clear of any mortgages, pledges, liens, security and installment sale
      agreements, encumbrances, charges or other claims of third parties of any
      kind.


      (ii) All leases of real property leased for the use or benefit
      of Diamond to which it is a party, and all amendments and modifications thereof,
      are in full force and effect and have not been modified or amended and there
      exists no material default under the leases by Diamond, nor any event which,
      with the giving of notice or lapse of time, or both, would constitute a material
      default thereunder by Diamond.


      (iii) A statement describing all assets of Diamond is included
      in Schedule VI(m)(iii) attached hereto and made a part hereof.


     (n) Intellectual Property. Schedule VI(n) attached hereto and made a
      part hereof lists or describes every item of intellectual property of
      Diamond.


     (o) Insurance. Schedule VI(o) attached hereto and made a part hereof
      includes copies of every valid and currently effective insurance policies,
      including key-man insurance policies, issued in favor of Diamond.


     (p) Taxes. Diamond has not filed all federal and state tax returns
      and reports.


     (q) Brokers, Finders, and Agents. Diamond acknowledges that no
      broker, finder or investment banker is, or will be, entitled to any brokerage,
      finder's or other fee or commission in connection with the transactions
      contemplated by this Agreement.


     (r) Full Disclosure. No statement contained in any document,
      certificate or other writing furnished or to be furnished by Diamond to
      NewMarket and Acquisition Sub pursuant to the provisions of this Agreement
      contains or shall contain any untrue statement of a material fact or omits
      or
      shall omit to state any material fact necessary, in light of the circumstances
      under which it was or may be made, in order to make the statements herein or
      therein not misleading.


     (s) Corporate Authority. The execution and performance of this
      Agreement by Diamond has been approved by the Board of Directors of
      Diamond.


     (t) Representations Relating to the Promissory Notes. Diamond
      represents and warrants to NewMarket and Acquisition Sub that the Promissory
      Notes being acquired pursuant to this Agreement are being acquired for its
      own
      account and for investment and not with a view to the public resale or
      distribution of such securities and further acknowledges that the Promissory
      Notes being issued have not been registered under the Securities Act of 1933,
      as
      amended, or any state securities law and are “restricted securities”, as that
      term is defined in Rule 144 promulgated by the Securities and Exchange
      Commission, and must be held indefinitely, unless they are subsequently
      registered or an exemption from such registration is available.


     (u) Consent to Legend. Diamond consents to the placement of a legend
      restricting future transfer on the Dividend Note delivered hereunder, which
      legend shall be in the following, or similar, form:


    “THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM
      REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED,
      AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN TRANSACTIONS EXEMPT
      FROM SUCH REGISTRATION.”


    VII. REPRESENTATIONS OF DIAMOND TECH


     Diamond Tech hereby represents and warrants to NewMarket and
      Acquisition Sub that:


     (a) Organization, Qualification and Subsidiaries. Diamond Tech is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Nevada and has the requisite power and authority and is in
      possession of all franchises, grants, authorizations, licenses, permits,
      easements, consents, certificates, approvals and orders to own, operate or
      lease
      the properties that it purports to own, operate or lease and to carry on its
      business as it is now being conducted, and is duly qualified as a foreign entity
      to do business, and is in good standing, in each jurisdiction where the
      character of its properties owned, operated or leased or the nature of its
      actiVIIties makes such qualification necessary. Diamond Tech has not received
      any notice of proceedings relating to the revocation or modification of any
      such
      franchises, grants, authorizations, licenses, permits, easements, consents,
      certificates, approvals or orders. Diamond Tech has no subsidiary
      corporation.


     (b) Articles of Incorporation and Bylaws. Diamond Tech shall furnish,
      as Schedule VII(b) attached hereto and made a part hereof, to NewMarket and
      Acquisition Sub a complete and correct copy of its Articles of Incorporation
      and
      Bylaws, each as amended to date. Such Articles of Incorporation and Bylaws
      are
      in full force and effect.


     (c) Capitalization. The authorized capital stock of Diamond Tech
      consists of 100,000,000 shares of common stock, $.0001 par value per share.
      As
      of the date hereof, 33,000,000 shares of common stock are issued and
      outstanding, all of which are validly issued, fully paid and non-assessable.
      No
      shares of Diamond Tech’s common stock are held in the treasury of Diamond
      Tech.


     (d) Options, etc. Except as set forth in Schedule VII(d) attached
      hereto and made a part hereof, there are no options, warrants or other rights,
      agreements, arrangements or commitments of any character relating to the issued
      or unissued capital stock of Diamond Tech. There are no outstanding contractual
      obligations of Diamond Tech to repurchase, redeem or otherwise acquire any
      shares of the capital stock of Diamond Tech.


     (e) No Conflict; Required Filings and Consents.


      (i) The execution and delivery of this Agreement by Diamond
      Tech do not, and the performance of this Agreement by Diamond Tech shall not,
      (A) conflict with or violate the Certificate of Incorporation or Bylaws of
      Diamond Tech, (B) conflict with or violate any law, rule, regulation, order,
      judgment or decree applicable to Diamond Tech or by which any of its properties
      are bound or affected, or (C) result in any breach of or constitute a default
      (or an event which with notice or lapse of time or both would become a default)
      under, or give to others any rights of termination, amendment, acceleration
      or
      cancellation of, or result in the creation of a lien or encumbrance on any
      of
      the respective properties or assets of Diamond Tech pursuant to, any note,
      bond,
      mortgage, indenture, contract, agreement, lease, license, permit, franchise
      or
      other instrument or obligation to which Diamond Tech is a party or by which
      Diamond Tech or its properties are bound or affected.


      (ii) The execution and delivery of this Agreement by Diamond
      Tech does not, and the performance of this Agreement shall not, require any
      consent, approval, authorization or permit of, or filing with or notification
      to, any governmental or regulatory authority, domestic or foreign.


     (f) Compliance. Diamond Tech is not in conflict with, or in default
      or violation of, (i) its Articles of Incorporation or Bylaws, (ii) any law,
      rule, regulation, order, judgment or decree applicable to Diamond Tech or by
      which its properties are bound or affected, including, without limitation,
      health and safety, environmental and civil rights laws and regulations and
      zoning ordinances and building codes, or (iii) any note, bond, mortgage,
      indenture, contract, agreement, lease, license, permit, franchise, easement,
      consent, order or other instrument or obligation to which Diamond Tech is a
      party or by which Diamond Tech or its properties are bound or
      affected.


     (g) Absence of Litigation. Except as disclosed in Schedule VII(g)
      attached hereto and made a part hereof, there are no claims, actions,
      proceedings or investigations pending or threatened against Diamond Tech, or
      any
      properties or rights of Diamond Tech, before any court, arbitrator, or
      administrative, governmental or regulatory authority or body. As of the date
      hereof, neither Diamond Tech nor its properties is subject to any order, writ,
      judgment, injunction, decree, determination or award.


     (h) Labor Matters. Except as set forth in the Schedule VII(h)
      attached hereto and made a part hereof, (i) there are no controversies pending
      or threatened, between Diamond Tech and any of its employees; and (ii) Diamond
      Tech is not a party to any collective bargaining agreement or other labor union
      contract.


     (i) Contracts. Schedule VII(i) attached hereto and made a part hereof
      lists or describes all contracts, authorizations, approvals or arrangements
      to
      which Diamond Tech is a party, or by which it is bound, as of the date hereof,
      and which (i) obligates or may obligate Diamond Tech to pay more than $500;
      or
      (ii) are financing documents, loan agreements or agreements providing for the
      guarantee of the obligations of any party in each case involving an obligation
      in excess of $1,000.


     (j) Title to Property and Leases.


      (i) Each asset owned or leased by Diamond Tech is owned or
      leased free and clear of any mortgages, pledges, liens, security and installment
      sale agreements, encumbrances, charges or other claims of third parties of
      any
      kind.


      (ii) All leases of real property leased for the use or benefit
      of Diamond Tech to which it is a party, and all amendments and modifications
      thereof, are in full force and effect and have not been modified or amended
      and
      there exists no material default under the leases by Diamond Tech, nor any
      event
      which, with the giving of notice or lapse of time, or both, would constitute
      a
      material default thereunder by Diamond Tech.


      (iii) A statement describing all assets of Diamond Tech is
      included in Schedule VII(j)(iii) attached hereto and made a part
      hereof.


     (k) Intellectual Property. Schedule VII(k) attached hereto and made a
      part hereof lists or describes every item of intellectual property of Diamond
      Tech.


     (l) Insurance. Schedule VII(l) attached hereto and made a part hereof
      includes copies of every valid and currently effective insurance policies,
      including key-man insurance policies, issued in favor of Diamond Tech.


     (m) Taxes. Diamond Tech has not filed all federal and state tax
      returns and reports.


     (n) Brokers, Finders, and Agents. Diamond Tech acknowledges that no
      broker, finder or investment banker is, or will be, entitled to any brokerage,
      finder's or other fee or commission in connection with the transactions
      contemplated by this Agreement.


     (o) Full Disclosure. No statement contained in any document,
      certificate or other writing furnished or to be furnished by Diamond Tech to
      NewMarket and Acquisition Sub pursuant to the provisions of this Agreement
      contains or shall contain any untrue statement of a material fact or omits
      or
      shall omit to state any material fact necessary, in light of the circumstances
      under which it was or may be made, in order to make the statements herein or
      therein not misleading.


     (p) Corporate Authority. The execution and performance of this
      Agreement by Diamond Tech has been approved by the Board of Directors of Diamond
      Tech.


     (q) Representations Relating to the Promissory Notes. Diamond Tech
      represents and warrants to NewMarket and Acquisition Sub that the Promissory
      Note being acquired pursuant to this Agreement are being acquired for its own
      account and for investment and not with a view to the public resale or
      distribution of such securities and further acknowledges that the Promissory
      Note being issued has not been registered under the Securities Act of 1933,
      as
      amended, or any state securities law and are “restricted securities”, as that
      term is defined in Rule 144 promulgated by the Securities and Exchange
      Commission, and must be held indefinitely, unless they are subsequently
      registered or an exemption from such registration is available.


    VIII. REPRESENTATIONS OF NEWMARKET


     NewMarket hereby represents and warrants to Diamond and Diamond Tech
      that:


     (a) Organization, Qualification and Subsidiaries. NewMarket is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Nevada and has the requisite power and authority and is in
      possession of all franchises, grants, authorizations, licenses, permits,
      easements, consents, certificates, approvals and orders to own, operate or
      lease
      the properties that it purports to own, operate or lease and to carry on its
      business as it is now being conducted, and is duly qualified as a foreign entity
      to do business, and is in good standing, in each jurisdiction where the
      character of its properties owned, operated or leased or the nature of its
      activities makes such qualification necessary. NewMarket has not received any
      notice of proceedings relating to the revocation or modification of any such
      franchises, grants, authorizations, licenses, permits, easements, consents,
      certificates, approvals or orders. 


     (b) Articles of Incorporation and Bylaws. NewMarket shall furnish, as
      Schedule VIII(b) attached hereto and made a part hereof, to NewMarket and
      Acquisition Sub a complete and correct copy of its Articles of Incorporation
      and
      Bylaws, each as amended to date. Such Articles of Incorporation and Bylaws
      are
      in full force and effect.


     (c) Capitalization. The authorized capital stock of NewMarket
      consists of 300,000,000 shares of common stock, $.001 par value per share,
      and
      10,000,000 shares of preferred stock, $.001 par value per share. As of the
      date
      hereof, 183,866,820 shares of common stock are issued and outstanding, all
      of
      which are validly issued, fully paid and non-assessable. As of the date hereof,
      the following shares of NewMarket’s preferred stock are issued and outstanding:
      100 shares of Series A, zero shares of Series B, 925 shares of Series C, zero
      shares of Series D, 267 shares of Series E, 1,800 shares of Series F, zero
      shares of Series G, 1,035 shares of Series H and 758 shares of Series I. No
      shares of NewMarket’s common stock or preferred stock are held in the treasury
      of NewMarket or by the subsidiary of NewMarket. Each of the outstanding shares
      of capital stock of NewMarket’s subsidiaries is duly authorized, validly issued,
      fully paid and non-assessable and such shares owned by NewMarket are owned
      free
      and clear of all security interests, liens, claims, pledges, agreements,
      limitations on NewMarket’s voting rights, charges or other encumbrances of any
      nature whatsoever.


     (d) Options, etc. Except as set forth in Schedule VIII(d) attached
      hereto and made a part hereof, there are no options, warrants or other rights,
      agreements, arrangements or commitments of any character relating to the issued
      or unissued capital stock of NewMarket. There are no outstanding contractual
      obligations of NewMarket to repurchase, redeem or otherwise acquire any shares
      of the capital stock of NewMarket.


     (e) No Conflict; Required Filings and Consents.


      (i) The execution and delivery of this Agreement by NewMarket
      do not, and the performance of this Agreement by NewMarket shall not, (A)
      conflict with or violate the Certificate of Incorporation or Bylaws of
      NewMarket, (B) conflict with or violate any law, rule, regulation, order,
      judgment or decree applicable to NewMarket or by which any of its properties
      are
      bound or affected, or (C) result in any breach of or constitute a default (or
      an
      event which with notice or lapse of time or both would become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of, or result in the creation of a lien or encumbrance on any
      of
      the respective properties or assets of NewMarket pursuant to, any note, bond,
      mortgage, indenture, contract, agreement, lease, license, permit, franchise
      or
      other instrument or obligation to which NewMarket is a party or by which
      NewMarket or its properties are bound or affected.


      (ii) The execution and delivery of this Agreement by NewMarket
      does not, and the performance of this Agreement shall not, require any consent,
      approval, authorization or permit of, or filing with or notification to, any
      governmental or regulatory authority, domestic or foreign.


     (f) Compliance. NewMarket is not in conflict with, or in default or
      violation of, (ia) its Articles of Incorporation or Bylaws, (ii) any law, rule,
      regulation, order, judgment or decree applicable to NewMarket or by which its
      properties are bound or affected, including, without limitation, health and
      safety, environmental and civil rights laws and regulations and zoning
      ordinances and building codes, or (iii) any note, bond, mortgage, indenture,
      contract, agreement, lease, license, permit, franchise, easement, consent,
      order
      or other instrument or obligation to which NewMarket is a party or by which
      NewMarket or its properties are bound or affected.


     (g) Absence of Certain Changes or Events. Since September 30, 2006,
      except as contemplated by this Agreement, NewMarket has conducted its business
      only in the ordinary course and in a manner consistent with past practice and,
      since such date, there has not been any adverse change in the business or
      prospects of NewMarket or any declaration, setting aside or payment of any
      dividends or distributions in respect of ownership of the common stock of
      NewMarket or any redemption, purchase or other acquisition of any of the capital
      stock of NewMarket.


     (h) Absence of Litigation. Except as disclosed in Schedule VIII(h)
      attached hereto and made a part hereof, there are no claims, actions,
      proceedings or investigations pending or threatened against NewMarket, or any
      properties or rights of NewMarket, before any court, arbitrator, or
      administrative, governmental or regulatory authority or body. As of the date
      hereof, neither NewMarket nor its properties is subject to any order, writ,
      judgment, injunction, decree, determination or award.


     (i) Labor Matters. Except as set forth in the Schedule VIII(i)
      attached hereto and made a part hereof, (i) there are no controversies pending
      or threatened, between NewMarket and any of its employees; and (ii) NewMarket
      is
      not a party to any collective bargaining agreement or other labor union
      contract.


     (j) Contracts. Schedule VIII(j) attached hereto and made a part
      hereof lists or describes all contracts, authorizations, approvals or
      arrangements to which NewMarket is a party, or by which it is bound, as of
      the
      date hereof, and which (i) obligates or may obligate NewMarket to pay more
      than
      $500; or (ii) are financing documents, loan agreements or agreements providing
      for the guarantee of the obligations of any party in each case involving an
      obligation in excess of $1,000.


     (k) Title to Property and Leases.


      (i) Each asset owned or leased by NewMarket is owned or leased
      free and clear of any mortgages, pledges, liens, security and installment sale
      agreements, encumbrances, charges or other claims of third parties of any
      kind.


      (ii) All leases of real property leased for the use or benefit
      of NewMarket to which it is a party, and all amendments and modifications
      thereof, are in full force and effect and have not been modified or amended
      and
      there exists no material default under the leases by NewMarket, nor any event
      which, with the giving of notice or lapse of time, or both, would constitute
      a
      material default thereunder by NewMarket.


      (iii) A statement describing all assets of NewMarket is
      included in Schedule VIII(k)(iii) attached hereto and made a part
      hereof.


     (l) Intellectual Property. Schedule VIII(l) attached hereto and made
      a part hereof lists or describes every item of intellectual property of
      NewMarket.


     (m) Insurance. Schedule VIII(m) attached hereto and made a part
      hereof includes copies of every valid and currently effective insurance
      policies, including key-man insurance policies, issued in favor of
      NewMarket.


     (n) Taxes. NewMarket has filed all federal and state tax returns and
      reports and does not owe any taxes to any taxing authority.


     (o) Brokers, Finders, and Agents. NewMarket acknowledgeds that no
      broker, finder or investment banker is, or will be, entitled to any brokerage,
      finder's or other fee or commission in connection with the transactions
      contemplated by this Agreement.


     (p) Full Disclosure. No statement contained in any document,
      certificate or other writing furnished or to be furnished by NewMarket to
      NewMarket and Acquisition Sub pursuant to the provisions of this Agreement
      contains or shall contain any untrue statement of a material fact or omits
      or
      shall omit to state any material fact necessary, in light of the circumstances
      under which it was or may be made, in order to make the statements herein or
      therein not misleading.


     (q) Corporate Authority. The execution and performance of this
      Agreement by NewMarket has been approved by the Board of Directors of
      NewMarket.


     (r) Representations Relating to the Promissory Notes. NewMarket
      represents and warrants to Diamond and Diamond Tech that the shares of Series
      B
      Preferred Stock being acquired pursuant to this Agreement are being acquired
      for
      its own account and for investment and not with a view to the public resale
      or
      distribution of such securities and further acknowledges that the shares of
      Series B Preferred Stock being issued have not been registered under the
      Securities Act of 1933, as amended, or any state securities law and are
“restricted securities”, as that term is defined in Rule 144 promulgated by the
      Securities and Exchange Commission, and must be held indefinitely, unless they
      are subsequently registered or an exemption from such registration is
      available.


     (s) Consent to Legend. NewMarket consents to the placement of a
      legend restricting future transfer on the shares of Series B Preferred Stock
      delivered hereunder, which legend shall be in the following, or similar,
      form:


    “THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM
      REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED,
      AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN TRANSACTIONS EXEMPT
      FROM SUCH REGISTRATION.”


    IX. REPRESENTATIONS OF ACQUISITION SUB


     Acquisition Sub hereby represents and warrants to Diamond and Diamond
      Tech that:


     (a) Organization and Qualification. Acquisition Sub is a corporation
      duly organized, validly existing and in good standing under the laws of the
      State of Nevada and has the requisite power and authority and is in possession
      of all franchises, grants, authorizations, licenses, permits, easements,
      consents, certificates, approvals and orders to own, operate or lease the
      properties that it purports to own, operate or lease and to carry on its
      business as it is now being conducted, and is duly qualified as a foreign entity
      to do business, and is in good standing, in each jurisdiction where the
      character of its properties owned, operated or leased or the nature of its
      activities makes such qualification necessary. Acquisition Sub has not received
      any notice of proceedings relating to the revocation or modification of any
      such
      franchises, grants, authorizations, licenses, permits, easements, consents,
      certificates, approvals or orders.


     (b) Articles of Incorporation and Bylaws. Acquisition Sub shall
      furnish, as Schedule IX(b) attached hereto and made a part hereof, to
      Acquisition Sub and Acquisition Sub a complete and correct copy of its Articles
      of Incorporation and Bylaws, each as amended to date. Such Articles of
      Incorporation and Bylaws are in full force and effect.


     (c) Capitalization. The authorized capital stock of Acquisition Sub
      consists of __________ shares of common stock, $.____ par value per share,
      and
      ___________ shares of preferred stock, $.____ par value per share. As of the
      date hereof, ____________ shares of common stock are issued and outstanding,
      all
      of which are validly issued, fully paid and non-assessable. As of the date
      hereof, no shares of Acquisition Sub’s preferred stock are issued and
      outstanding. No shares of Acquisition Sub’s common stock or preferred stock are
      held in the treasury of Acquisition Sub or by the subsidiary of Acquisition
      Sub.
      Each of the outstanding shares of capital stock of Acquisition Sub’s
      subsidiaries is duly authorized, validly issued, fully paid and non-assessable
      and such shares owned by Acquisition Sub are owned free and clear of all
      security interests, liens, claims, pledges, agreements, limitations on
      Acquisition Sub’s voting rights, charges or other encumbrances of any nature
      whatsoever.


     (d) Options, etc. Except as set forth in Schedule IX(d) attached
      hereto and made a part hereof, there are no options, warrants or other rights,
      agreements, arrangements or commitments of any character relating to the issued
      or unissued capital stock of Acquisition Sub. There are no outstanding
      contractual obligations of Acquisition Sub to repurchase, redeem or otherwise
      acquire any shares of the capital stock of Acquisition Sub.


     (e) No Conflict; Required Filings and Consents.


      (i) The execution and delivery of this Agreement by Acquisition
      Sub do not, and the performance of this Agreement by Acquisition Sub shall
      not,
      (A) conflict with or violate the Certificate of Incorporation or Bylaws of
      Acquisition Sub, (B) conflict with or violate any law, rule, regulation, order,
      judgment or decree applicable to Acquisition Sub or by which any of its
      properties are bound or affected, or (C) result in any breach of or constitute
      a
      default (or an event which with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, or result in the creation of a lien or
      encumbrance on any of the respective properties or assets of Acquisition Sub
      pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
      license, permit, franchise or other instrument or obligation to which
      Acquisition Sub is a party or by which Acquisition Sub or its properties are
      bound or affected.


      (ii) The execution and delivery of this Agreement by
      Acquisition Sub does not, and the performance of this Agreement shall not,
      require any consent, approval, authorization or permit of, or filing with or
      notification to, any governmental or regulatory authority, domestic or
      foreign.


     (f) Compliance. Acquisition Sub is not in conflict with, or in
      default or violation of, (i) its Certificate of Incorporation or Bylaws, (ii)
      any law, rule, regulation, order, judgment or decree applicable to Acquisition
      Sub or by which its properties are bound or affected, including, without
      limitation, health and safety, environmental and civil rights laws and
      regulations and zoning ordinances and building codes, or (iii) any note, bond,
      mortgage, indenture, contract, agreement, lease, license, permit, franchise,
      easement, consent, order or other instrument or obligation to which Acquisition
      Sub is a party or by which Acquisition Sub or its properties are bound or
      affected.


     (g) Absence of Certain Changes or Events. Since September 30, 2006,
      except as contemplated by this Agreement, Acquisition Sub has conducted its
      business only in the ordinary course and in a manner consistent with past
      practice and, since such date, there has not been any adverse change in the
      business or prospects of Acquisition Sub or any declaration, setting aside
      or
      payment of any dividends or distributions in respect of ownership of the common
      stock of Acquisition Sub or any redemption, purchase or other acquisition of
      any
      of the capital stock of Acquisition Sub.


     (h) Absence of Litigation. Except as disclosed in Schedule IX(h)
      attached hereto and made a part hereof, there are no claims, actions,
      proceedings or investigations pending or threatened against Acquisition Sub,
      or
      any properties or rights of Acquisition Sub, before any court, arbitrator,
      or
      administrative, governmental or regulatory authority or body. As of the date
      hereof, neither Acquisition Sub nor its properties is subject to any order,
      writ, judgment, injunction, decree, determination or award.


     (i) Labor Matters. Except as set forth in the Schedule IX(i) attached
      hereto and made a part hereof, (i) there are no controversies pending or
      threatened, between Acquisition Sub and any of its employees; and (ii)
      Acquisition Sub is not a party to any collective bargaining agreement or other
      labor union contract.


     (j) Contracts. Schedule IX(j) attached hereto and made a part hereof
      lists or describes all contracts, authorizations, approvals or arrangements
      to
      which Acquisition Sub is a party, or by which it is bound, as of the date
      hereof, and which (i) obligates or may obligate Acquisition Sub to pay more
      than
      $500; or (ii) are financing documents, loan agreements or agreements providing
      for the guarantee of the obligations of any party in each case involving an
      obligation in excess of $1,000.


     (k) Title to Property and Leases.


      (i) Each asset owned or leased by Acquisition Sub is owned or
      leased free and clear of any mortgages, pledges, liens, security and installment
      sale agreements, encumbrances, charges or other claims of third parties of
      any
      kind.


      (ii) All leases of real property leased for the use or benefit
      of Acquisition Sub to which it is a party, and all amendments and modifications
      thereof, are in full force and effect and have not been modified or amended
      and
      there exists no material default under the leases by Acquisition Sub, nor any
      event which, with the giving of notice or lapse of time, or both, would
      constitute a material default thereunder by Acquisition Sub.


      (iii) A statement describing all assets of Acquisition Sub is
      included in Schedule IX(k)(iii) attached hereto and made a part
      hereof.


     (l) Intellectual Property. Schedule IX(l) attached hereto and made a
      part hereof lists or describes every item of intellectual property of
      Acquisition Sub.


     (m) Insurance. Schedule IX(m) attached hereto and made a part hereof
      includes copies of every valid and currently effective insurance policies,
      including key-man insurance policies, issued in favor of Acquisition
      Sub.


     (n) Taxes. Acquisition Sub has not filed all federal and state tax
      returns and reports.


     (o) Brokers, Finders, and Agents. Acquisition Sub acknowledgeds that
      no broker, finder or investment banker is, or will be, entitled to any
      brokerage, finder's or other fee or commission in connection with the
      transactions contemplated by this Agreement.


     (p) Full Disclosure. No statement contained in any document,
      certificate or other writing furnished or to be furnished by Acquisition Sub
      to
      Acquisition Sub and Acquisition Sub pursuant to the provisions of this Agreement
      contains or shall contain any untrue statement of a material fact or omits
      or
      shall omit to state any material fact necessary, in light of the circumstances
      under which it was or may be made, in order to make the statements herein or
      therein not misleading.


     (q) Corporate Authority. The execution and performance of this
      Agreement by Acquisition Sub has been approved by the Board of Directors of
      Acquisition Sub.


     (r) Representations Relating to the Promissory Notes. Acquisition Sub
      represents and warrants to Diamond and Diamond Tech that the shares of Series
      B
      Preferred Stock being acquired pursuant to this Agreement are being acquired
      for
      its own account and for investment and not with a view to the public resale
      or
      distribution of such securities and further acknowledges that the shares of
      Series B Preferred Stock being issued have not been registered under the
      Securities Act of 1933, as amended, or any state securities law and are
“restricted securities”, as that term is defined in Rule 144 promulgated by the
      Securities and Exchange Commission, and must be held indefinitely, unless they
      are subsequently registered or an exemption from such registration is
      available.


     (s) Consent to Legend. Acquisition Sub consents to the placement of a
      legend restricting future transfer on the shares of Series B Preferred Stock
      delivered hereunder, which legend shall be in the following, or similar,
      form:


    “THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM
      REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED,
      AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN TRANSACTIONS EXEMPT
      FROM SUCH REGISTRATION.”


    X. INDEMNIFICATION


     (a) General Indemnification Covenants – Diamond and Diamond Tech.
      Diamond and Diamond Tech, and each of them, shall indemnify, save and keep
      NewMarket and Acquisition Sub and their respective affiliates, agents,
      attorneys, successors and permitted assigns (collectively, the “NewMarket
      Indemnitees”), harmless against and from all liability, demands, claims, actions
      or causes of action, assessments, losses, fines, penalties, costs, damages
      and
      expenses, including reasonable attorneys’ fees, disbursements and expenses
      (collectively, the “Damages”), sustained or incurred by any of the NewMarket
      Indemnitees as a result of, arising out of or by virtue of any
      misrepresentation, breach of any warranty or representation or non-fulfillment
      of any agreement or covenant on the part of Diamond or Diamond Tech, whether
      contained in this Agreement or any exhibit or schedule hereto or any written
      statement or certificate furnished or to be furnished to NewMarket and
      Acquisition Sub pursuant hereto or in any closing document delivered by Diamond
      or Diamond Tech to NewMarket and Acquisition Sub in connection
      herewith.


     (b) General Indemnification Covenants – NewMarket and Acquisition
      Sub. NewMarket and Acquisition Sub, and each of them, shall indemnify, save
      and
      keep Diamond and Diamond Tech and their respective affiliates, agents,
      attorneys, successors and permitted assigns (collectively, the “Diamond
      Indemnitees”), harmless against and from all liability, demands, claims, actions
      or causes of action, assessments, losses, fines, penalties, costs, damages
      and
      expenses, including reasonable attorneys’ fees, disbursements and expenses
      (collectively, the “Damages”), sustained or incurred by any of the Diamond
      Indemnitees as a result of, arising out of or by virtue of any
      misrepresentation, breach of any warranty or representation or non-fulfillment
      of any agreement or covenant on the part of NewMarket or Acquisition Tech,
      whether contained in this Agreement or any exhibit or schedule hereto or any
      written statement or certificate furnished or to be furnished to Diamond and
      Diamond Tech pursuant hereto or in any closing document delivered by NewMarket
      or Acquisition Sub to Diamond and Diamond Tech in connection herewith.

     

    XI.      CONDITIONS
      PRECEDENT TO OBLIGATIONS


     (a) Conditions to Obligation of Each Party to Effect the Closing. The
      respective obligations of each party to effect the Closing shall be subject
      to
      the fulfillment of all of the following conditions precedent at or prior to
      the
      Closing:


      (i) Shareholder Approval. This Agreement shall have been
      approved and adopted by holders of a majority of the outstanding common stock
      of
      Diamond.


      (ii) No Order. No United States or state governmental authority
      or other agency or commission or United States or state court of competent
      jurisdiction shall have enacted, issued, promulgated, enforced or entered any
      statute, rule, regulation, injunction or other order (whether temporary,
      preliminary or permanent) which is in effect and has the effect of making the
      transactions contemplated herein illegal or otherwise prohibiting consummation
      of the transactions contemplated by this Agreement.


      (iii) No Challenge. There shall not be pending or threatened
      any action, proceeding or investigation before any court or administrative
      agency by any government agency or any other person challenging, or seeking
      material damages in connection with the transactions contemplated herein or
      otherwise materially adversely affecting the business, assets, prospects,
      financial condition or results of operations of Diamond or Diamond
      Tech.


     (b) Additional Conditions to Obligations of Diamond and Diamond Tech.
      The obligations of Diamond and Diamond Tech to effect the Closing are also
      subject to the fulfillment of all of the following conditions precedent at
      or
      prior to the Closing:


      (i) Representations and Warranties. The representations and
      warranties of NewMarket and Acquisition Sub, and each of them, contained in
      this
      Agreement shall be true and correct in all material respects on and as of the
      Closing, except for changes contemplated by this Agreement and except for those
      representations and warranties which address matters only as of a particular
      date (which shall remain true and correct as of such date), with the same force
      and effect as if made on and as of the Closing, and Diamond and Diamond Tech
      shall have received a Certificate of President of each of NewMarket and
      Acquisition Sub which is to that effect, which certificates shall be in the
      forms of Exhibit XI(b)(i)-1 and Exhibit XI(b)(i)-2, respectively, attached
      hereto.


      (ii) Agreements and Covenants. NewMarket and Acquisition Sub,
      and each of them, shall have performed or complied in all material respects
      with
      all agreements and covenants required by this Agreement to be performed or
      complied with by them on or prior to the Closing Date, and Diamond and Diamond
      Tech shall have received a Certificate of President of each of NewMarket and
      Acquisition Sub which is to that effect, which certificates shall be in the
      forms of Exhibit XI(b)(ii)-1 and Exhibit XI(b)(ii)-2, respectively, attached
      hereto.


      (iii) Consents Obtained. All consents, waivers, approvals,
      authorizations or orders required to be obtained, and all filings required
      to be
      made, by NewMarket and Acquisition Sub for the authorization, execution and
      delivery of this Agreement and the consummation by it of the transactions
      contemplated hereby shall have been obtained and made by NewMarket and
      Acquisition Sub, and each of them.


      (iv) DL Employment Agreement. NewMarket and Acquisition Sub
      shall have executed and delivered the DL Employment Agreement.


      (v) No Material Adverse Change. There shall have been no
      material adverse change in the condition, financial or otherwise, of NewMarket
      and Acquisition Sub.


     (c) Additional Conditions to Obligations of NewMarket and Acquisition
      Sub. The obligations of NewMarket and Acquisition Sub to effect the Closing
      are
      also subject to the fulfillment of all of the following conditions precedent
      at
      or prior to the Closing:


      (i) Representations and Warranties. The representations and
      warranties of Diamond and Diamond Tech, and each of them, contained in this
      Agreement shall be true and correct in all material respects on and as of the
      Closing, except for changes contemplated by this Agreement and except for those
      representations and warranties which address matters only as of a particular
      date (which shall remain true and correct as of such date), with the same force
      and effect as if made on and as of the Closing, and NewMarket and Acquisition
      Sub shall have received a Certificate of President of each of Diamond and
      Diamond Tech which is to that effect, which certificates shall be in the forms
      of Exhibit XI(c)(i)-1 and Exhibit XI(c)(i)-2, respectively, attached
      hereto.


      (ii) Agreements and Covenants. Diamond and Diamond Tech, and
      each of them, shall have performed or complied in all material respects with
      all
      agreements and covenants required by this Agreement to be performed or complied
      with by them on or prior to the Closing Date, and NewMarket and Acquisition
      Sub
      shall have received a Certificate of President of each of Diamond and Diamond
      Tech which is to that effect, which certificates shall be in the forms of
      Exhibit XI(c)(ii)-1 and Exhibit XI(c)(ii)-2, respectively, attached
      hereto.


      (iii) Consents Obtained. All consents, waivers, approvals,
      authorizations or orders required to be obtained, and all filings required
      to be
      made, by Diamond and Diamond Tech for the authorization, execution and delivery
      of this Agreement and the consummation by it of the transactions contemplated
      hereby shall have been obtained and made by Diamond and Diamond Tech, and each
      of them.


      (iv) DL Employment Agreement. David Loflin shall have executed
      and delivered the DL Employment Agreement.


      (v) Investment Commitment - Diamond. The parties shall have
      negotiated in good faith a $1,000,000 investment commitment on behalf of and
      for
      the benefit of Diamond.


      (vi) Investment Commitment - Diamond Tech. The parties shall
      have negotiated in good faith a $750,000 investment commitment on behalf of
      and
      for the benefit of Diamond Tech.


      (vii) No Material Adverse Change. There shall have been no
      material adverse change in the condition, financial or otherwise, of Diamond
      and
      Diamond Tech.


    XII. MISCELLANEOUS


     (a) Captions and Section Numbers. The headings and section references
      in this Agreement are for convenience of reference only and do not form a part
      of this Agreement and are not intended to interpret, define or limit the scope,
      extent or intent of this Agreement or any provision thereof.


     (b) Section References and Schedules. Any reference to a particular
“Article”, “section”, “paragraph”, “clause” or other subdivision is to the
      particular Article, section, clause or other subdivision of this Agreement
      and
      any reference to a Schedule by letter will mean the appropriate Schedule
      attached to this Agreement and by such reference the appropriate Schedule is
      incorporated into and made part of this Agreement. The Schedules to this
      Agreement are as follows:


     (c) Severability of Clauses. If any part of this Agreement is
      declared or held to be invalid for any reason, such invalidity will not affect
      the validity of the remainder which will continue in full force and effect
      and
      be construed as if this Agreement had been executed without the invalid portion,
      and it is hereby declared the intention of the parties that this Agreement
      would
      have been executed without reference to any portion which may, for any reason,
      be hereafter declared or held to be invalid.


     (d) Arbitration. The parties agree that any dispute arising out of
      this Agreement shall be submitted to arbitration with the American Arbitration
      Association at its Dallas, Texas, office. Such arbitration shall be governed
      by
      the Rules of Commercial Arbitration of the American Arbitration Association
      then
      in effect. Any award by the arbitrator or arbitrators shall be enforceable
      by
      any court of competent jurisdiction.


     (e) Notice. Any notice required or permitted to be given by any party
      will be deemed to be given when in writing and delivered to the address for
      notice of the intended recipient by personal delivery, prepaid single certified
      or registered mail, or telecopier. Any notice delivered by mail shall be deemed
      to have been received on the fourth business day after and excluding the date
      of
      mailing, except in the event of a disruption in regular postal service in which
      event such notice shall be deemed to be delivered on the actual date of receipt.
      Any notice delivered personally or by telecopier shall be deemed to have been
      received on the actual date of delivery.


     (f) Addresses for Service. The address for service of notice of each
      of the parties hereto is as follows:

     

      (i)       Diamond
      and Diamond Tech:


       8733 Siegen Lane, Suite 309, 

       Baton Rouge, Louisiana 70810

       Attention: David Loflin

       Telephone: _________________

       Facsimile: __________________


      (ii) NewMarket and Acquisition Sub:


       14860 Montfort Drive, Suite 210

       Dallas, Texas 75245

       Attention: Lisa Hargraves

       Telephone: (972) 386-3372

       Facsimile: (972) 386-8165


       With a copy to:


       Sichenzia Ross Friedman Ference LLP

       1065 Avenue of the Americas

       New York, New York 10018

       Attn: Andrea Cataneo, Esq.

       Telephone: (212) 930-9700

       Faxsimile: (212) 930-9725


     (g) Change of Address. Any party may, by notice to the other parties
      change its address for notice to some other address in North America and will
      so
      change its address for notice whenever the existing address or notice ceases
      to
      be adequate for delivery by hand. A post office box may not be used as an
      address for service.


     (h) Further Assurances. Each of the parties will execute and deliver
      such further and other documents and do and perform such further and other
      acts
      as any other party may reasonably require to carry out and give effect to the
      terms and intention of this Agreement.


     (i) Time of the Essence. Time is expressly declared to be the essence
      of this Agreement.


     (j) Entire Agreement. The provisions contained herein constitute the
      entire agreement among and between the parties respecting the subject matter
      hereof and supersede all previous communications, representations and
      agreements, whether verbal or written, among and between the parties with
      respect to the subject matter hereof.


     (k) Enurement. This Agreement will enure to the benefit of and be
      binding upon the parties hereto and their respective heirs, executors,
      administrators, successors and permitted assigns.


     (l) Assignment. This Agreement is not assignable without the prior
      written consent of the parties hereto.


     (m) Counterparts. This Agreement may be executed in counterparts,
      each of which when executed by any party will be deemed to be an original and
      all of which counterparts will together constitute one and the same Agreement.
      Delivery of executed copies of this Agreement by telecopier will constitute
      proper delivery, provided that originally executed counterparts are delivered
      to
      the parties within a reasonable time thereafter.


     (n) Applicable Law. This Agreement shall be enforced, governed by and
      construed in accordance with the laws of the State of Delaware applicable to
      agreements made and to be performed entirely within such state, without regard
      to the principles of conflict of laws


     IN WITNESS WHEREOF, the parties have signed this Agreement as of the
      day and year first above written.


          DIAMOND I, INC.


          By: /s/ DAVID LOFLIN

          Name: David Loflin

          Title: President


          DIAMOND I TECHNOLOGIES, INC.


          By: /s/ DAVID LOFLIN

          Name: David Loflin

          Title: CEO


          NEWMARKET TECHNOLOGY, INC.


          By: /s/

          Name: _________________

          Title: __________________


          NEWMARKET TECHNOLOGY ACQUISITION
      SUBSIDIARY


          By: /s/

          Name: _________________

          Title: __________________


    Exhibit “A”


    CERTIFICATE OF DESIGNATION, VOTING POWERS, PREFERENCES 

    AND RIGHTS OF THE SERIES OF THE PREFERRED STOCK 

    OF DIAMOND I, INC. TO BE DESIGNATED 

    SERIES “B” PREFERRED STOCK


     Diamond I, Inc., a Delaware corporation (the “Corporation”), pursuant
      to Section 151 of the General Corporation Law of the State of Delaware, DOES
      HEREBY CERTIFY:


     That pursuant to the authority conferred upon the Board of Directors
      by the Amended and Restated Certificate of Incorporation of the Corporation,
      the
      Board of Directors of the Corporation, acting by unanimous written consent
      in
      lieu of a meeting, duly adopted the following resolutions creating a series
      of
      2,000,000 shares of Preferred Stock of the par value of $.001 each to be
      designated “Series B Preferred Stock”:


     “RESOLVED, that the Corporation be and it hereby is authorized to
      issue up to 2,000,000 shares of a series of shares of Preferred Stock,
      designated as Series “B”, (the “Series B Preferred Stock”), and having the
      following characteristics:


     Section 1. Designation and Amount. The shares of such series shall
      have $.001 par value per share and shall be designated as Series B Preferred
      Stock (the “Series B Preferred Stock”) and the number of shares constituting the
      Series B Preferred Stock shall be Two Million (2,000,000).


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


     Section 3. Dividends. The Series B Preferred Stock shall bear no
      dividend and shall have no right to receive any portion of cash to be received
      by the Corporation under that certain promissory note described in Section
      7(a)
      and distributed by the Corporation pursuant to that certain Securities Purchase
      Agreement (the “Purchase Agreement”) dated March 8, 2007, by and among the
      Corporation, Diamond I Technologies, Inc., a Nevada corporation, NewMarket
      Technology, Inc., a Nevada corporation, and NewMarket Technology Acquisition
      Subsidiary, a Nevada corporation.


     Section 4. Liquidation Preference.


      (a) In the event of any liquidation, dissolution or winding up
      of the Corporation, either voluntary or involuntary, the Holders of shares
      of
      Series B Preferred Stock shall be entitled to receive, immediately after any
      distributions to Senior Securities required by the Corporation’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 $1.00 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 B 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 B Preferred Stock
      and
      the Parity Securities, respectively, then the entire assets and funds of the
      Corporation legally available for distribution shall be distributed among the
      Holders of the Series B 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 Corporation’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 Corporation, they shall be distributed
      to holders of Junior Securities in accordance with the Corporation’s Certificate
      of Incorporation including any duly adopted certificate(s) of
      designation.


     Section 5. Redemption by Corporation. The Corporation has no
      redemption right.


     Section 6. Voting Rights. The Record Holders of the Series B
      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
      2,000,000 Series B 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 common
      shares which is not less than 60% of the vote required to approve any action,
      which Delaware 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
      shares or the holders of other securities entitled to vote, if any.


     The Record Holders of the Series B 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 B
      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 2,000,000 Series B Preferred Shares shall
      be
      included and shall be deemed as the equivalent of 60% of all common shares
      represented at and entitled to vote at such meetings.


     For period of one year immediately following the issuance of the
      shares of the Series B Preferred Stock, the Record Holders of the Series B
      Preferred Stock shall be forbidden from effecting a reverse split of the
      outstanding shares of the Corporation’s common stock, without the affirmative
      vote of not less than 66.67% of the then-outstanding shares of the Corporation’s
      common stock.


     Section 7. Suspension of Voting Rights. If, at any time during which
      any shares of the Series B Preferred Stock are outstanding, any payment owing
      to
      the Corporation under the Dividend Note, as that term is defined in the Purchase
      Agreement, in favor of the Corporation shall not be current, the Series B
      Preferred Stock shall possess none of the voting rights otherwise granted
      herein.


     The Dividend Note referred to in the foregoing paragraph are
      described as follows: Promissory note, dated March 8, 2007, face amount
      $2,000,000.00, with NewMarket Technology Acquisition Subsidiary, a Nevada
      corporation, as maker, and Diamond I, Inc., a Delaware corporation, as
      payee.


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


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


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


     In the event Holders of at least seventy-five percent (75%) of the
      then outstanding shares of Series B Preferred Stock agree to allow the
      Corporation to alter or change the rights, preferences or privileges of the
      shares of Series B Preferred Stock, pursuant to subsection (a) above, so as
      to
      affect the Series B Preferred Stock, then the Corporation will deliver notice
      of
      such approved change to the Holders of the Series B Preferred Stock that did
      not
      agree to such alteration or change.


     Section 9. Preference Rights. Nothing contained herein shall be
      construed to prevent the Board of Directors of the Corporation 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
      B
      Preferred Stock.


     Section 10. General Provisions.


      (a) General Definition. Except as otherwise defined for
      purposes of particular sections hereinabove, the term “outstanding” when used
      with reference to shares of stock shall mean issued shares, excluding shares
      held by the Corporation or a subsidiary.


      (b) Accounting Terms. All accounting terms used herein and not
      expressly defined herein shall have the meaning as given to them in accordance
      with generally accepted accounting principles.


      (c) Headings. The headings of the paragraphs, subparagraphs,
      clauses and subclauses hereof are for convenience of reference only and shall
      not define, limit or affect any of the provisions hereof.”


     IN WITNESS WHEREOF, said Diamond I, Inc. has caused this certificate
      to be signed by its duly authorized officers this ____ day of _________,
      2007.

          DIAMOND I, INC.

     By: ___________________________

    David Loflin, President

    ATTEST:

    Waddell D. Loflin

    Secretary

    Exhibit “B”


    THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM
      REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED,
      AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN TRANSACTIONS EXEMPT
      FROM SUCH REGISTRATION.


    PROMISSORY NOTE


    $2,000,000.00

    _________, 2007


     FOR VALUE RECEIVED, with reference being made hereby to that certain
      Securities Purchase Agreement, by and among Diamond I, Inc., a Delaware
      corporation (“Payee”), Diamond I Technologies, Inc., a Nevada corporation,
      NewMarket Technology, Inc., a Nevada corporation (“Guarantor”), and NewMarket
      Technology Acquisition Subsidiary, a Nevada corporation (“Maker”), dated as of
      March 8, 2007, the undersigned, Maker, promises, pursuant to the terms of this
      Promissory Note (the “Note”), to pay to Payee (Payee and any subsequent holders
      hereof are hereinafter referred to collectively as “Holder”), at 8733 Siegen
      Lane, Suite 309, Baton Rouge, LA 70810, or at such other place as Holder may
      designate to Maker in writing from time to time, the amount of TWO MILLION
      AND
      NO/100 DOLLARS ($2,000,000.00), together with interest thereon at the rate
      of
      eight percent (8%) per annum until paid, which shall be due and payable as
      follows:


    From the date of closing under the Purchase Agreement and continuing for
      a
      period of five years, Maker shall, on a quarterly basis, deliver to Holder
      equal
      payments of principal, plus all accrued and unpaid interest, until paid. In
      the
      event of default in payment in any amount due hereunder when due, Payee may
      declare this Note to be in default and all sums then unpaid shall be immediately
      due and payable.


     The indebtedness evidenced hereby may be prepaid in whole or in part,
      at any time and from time to time, without premium or penalty.


     All payments due pursuant to this Note shall be made in lawful money
      of the United States of America in immediately available funds, at the address
      of Payee indicated above, or such other place as Holder shall designate in
      writing to Maker. If any payment on this Note shall become due on a day which
      is
      not a Business Day (as hereinafter defined), such payment shall be made on
      the
      next succeeding Business Day and any payment made pursuant to the foregoing
      shall not be deemed late for purposes of assessing interest pursuant to the
      preceding paragraph. As used herein, the term “Business Day” shall mean any day
      other than a Saturday, Sunday or any other day on which national banking
      associations are authorized to be closed.


     As used herein, the terms “Maker” and “Payee” shall be deemed to
      include their respective successors, legal representatives, and assigns, whether
      by voluntary action of the parties or by operation of law.


     In the event this Note is placed in the hands of an attorney for
      collection, or if Holder incurs any costs incident to the collection of the
      indebtedness evidenced hereby, Maker and any endorsers hereof agree to pay
      to
      Holder an amount equal to all such costs, including without limitation all
      reasonable attorneys’ fees and all court costs.


     This Note shall be the joint and several obligation of all Makers,
      endorsers, guarantors, and sureties, if any, as may exist now or hereafter
      in
      addition to Maker, and shall be binding upon them and their respective heirs,
      administrators, executors, legal representatives, successors, and assigns and
      shall inure to the benefit of Payee and its successors and assigns.


     Notwithstanding any provision to the contrary contained herein or in
      any other document, it is expressly provided that in no case or event shall
      the
      aggregate of any amounts accrued or paid pursuant to this Note or any other
      document which under applicable laws are or may be deemed to constitute interest
      ever exceed the maximum non-usurious interest rate permitted by applicable
      Texas
      or federal laws, whichever permit the higher rate. In this connection, Maker
      and
      Payee stipulate and agree that it is their common and overriding intent to
      contract in strict compliance with applicable usury laws. In furtherance
      thereof, none of the terms of this Note shall ever be construed to create a
      contract to pay, as consideration for the use, forbearance or detention of
      money, interest at a rate in excess of the maximum rate permitted by applicable
      laws. Maker shall never be liable for interest in excess of the maximum rate
      permitted by applicable laws. If, for any reason whatever, such interest paid
      or
      received during the full term of the applicable indebtedness produces a rate
      which exceeds the maximum rate permitted by applicable laws, Holder shall credit
      against the principal of such indebtedness (or, if such indebtedness shall
      have
      been paid in full, shall refund to the payor of such interest) such portion
      of
      said interest as shall be necessary to cause the interest paid to produce a
      rate
      equal to the maximum rate permitted by applicable laws. All sums paid or agreed
      to be paid to Payee for the use, forbearance, or detention of money shall,
      to
      the extent permitted by applicable law, be amortized, prorated, allocated,
      and
      spread throughout the full term of the applicable indebtedness. The provisions
      of this paragraph shall control all agreements, whether now or hereafter
      existing and whether written or oral, between Maker and Payee.


    THIS PROMISSORY NOTE AND ALL OTHER WRITTEN AGREEMENTS EXECUTED IN
      CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
      NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
      AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
      PARTIES.


          MAKER:


          NEWMARKET TECHNOLOGY ACQUISITION
      SUBSIDIARY



          By: ____________________________

          

          Name:
      __________________________


          Title:
      ___________________________



    GUARANTY


     FOR VALUE RECEIVED, the undersigned does hereby guarantee prompt and
      timely payment of all sums due on the above Note and agrees to remain fully
      bound until fully paid.


          NEWMARKET TECHNOLOGY,
      INC.



          By: ____________________________

          

          Name:
      __________________________


          Title:
      ___________________________