Exhibit 14.2

           CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF
                           NewMarket Technology, INC.

This charter governs the operations of the Audit Committee (the  "Committee") of
the  Board of  Directors  (the  "Board")  of  NewMarket  Technology,  Inc.  (the
"Company").  At least  annually,  the  Committee  shall review and reassess this
charter and  recommend any proposed  changes to the Board for its approval.  The
Company   shall   make   this   charter   available   on   its   web   site   at
www.newmarkettechnology.com.

Role of the Audit Committee

The Committee's primary responsibilities fall into three broad categories:

First, the Committee is charged with monitoring the preparation of quarterly and
annual financial reports by the Company's management, including discussions with
management  and the  Company's  outside  auditors  about draft annual  financial
statements and key accounting and reporting matters;

Second,  the Committee is responsible  for matters  concerning the  relationship
between  the  Company and its outside  auditors,  including  recommending  their
appointment or removal;  reviewing the scope of their audit services and related
fees,  as  well  as any  other  services  being  provided  to the  Company;  and
determining  whether  the outside  auditors  are  independent  (based in part on
Independence Standards Board Standard No. 1); and

Third,  the  Committee   oversees   management's   implementation  of  effective
accounting  controls,  and reviews  recommendations  of the  Company's  internal
auditing program.

Composition of the Audit Committee

1. The Audit Committee shall consist of at least two Board members,  all of whom
meet the requirements  for  independence  under the SEC rules and American Stock
Exchange listing standards.

2.  Prospective  members shall be  recommended  by the Nominating and Governance
Committee,  if one exists, and shall be appointed by the Board. One member shall
be designated by the Board as the Committee Chair;

3. All members shall be financially  literate, as determined by the Board in its
business  judgment,  or shall  become so in a  reasonable  period of time  after
appointment; and

4. At least  one  member of the  Committee  shall  have  accounting  or  related
financial  management  expertise,  as  determined  by the Board in its  business
judgment, and shall be a "Financial Expert," as defined by the SEC.




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Meetings

The  Committee  shall meet at least four  times per year or more  frequently  as
circumstances  require. The Committee may have in attendance at meetings members
of management, consultants, or others it deems necessary in order to provide the
information  necessary  to carry out its duties.  The  Committee  will also meet
periodically in executive session without members of management present.

Committee Duties and Responsibilities

The Committee shall have the following duties, responsibilities and powers:

1. With respect to the independent accountant, the Audit Committee shall:

     (a) have the sole authority to  appointment  or to replace the  independent
accountant  (subject  to  stockholder  ratification),   and  shall  be  directly
responsible  for the  compensation  and oversight of the work of the independent
registered public accountant  engaged for the purpose of preparing or issuing an
audit  report  or  related  work or  performing  other  audit,  review or attest
services for the Company.  The independent  accountant  shall report directly to
the Audit  Committee.  The Audit  Committee  shall also be  responsible  for the
resolution of  disagreements,  if any,  between  management and the  independent
accountant regarding financial reporting.

     (b)  pre-approve  all audit and  permitted  non-audit  services,  including
engagement  fees and terms of such services,  to be performed for the Company by
its  independent  accountant.  The Audit Committee may delegate the authority to
pre-approve services to a subcommittee  consisting of one or more members of the
Audit  Committee.  To the  extent  deemed  necessary,  the Audit  Committee  may
establish  policies  and  procedures  for  the  pre-approval  of  all  permitted
non-audit services to be provided by the independent accountant.

     (c)  establish  procedures  for the  receipt,  retention  and  treatment of
complaints  received by the Company regarding  accounting,  internal  accounting
controls or auditing  matters,  and the  confidential  anonymous  submission  by
employees  of the  Company of  concerns  regarding  questionable  accounting  or
auditing matters.

     (d) have the authority to retain independent  outside legal,  accounting or
other advisors, to the extent that it deems necessary to carry out its duties.

     (e)  determine  the  appropriate  amount of funding to be  provided  by the
Company  to the  Audit  Committee,  for  payment  of  compensation  to  (i)  the
independent  accountant engaged for the purpose of rendering or issuing an audit
report or related work or performing other audit,  review or attest services for
the Company; and (ii) any advisors retained by the Audit Committee.

     (f) Meet regularly with the  independent  accountant.  Meet separately on a
periodic  basis with  management,  the  internal  auditors  and the  independent
accountant.  Provide an opportunity for the independent  accountant to meet with
the Board when necessary and appropriate;




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     (g) Confirm and assure the independent accountant's independence by:

          (i) Reviewing the independent  accountant's  annual written  statement
          delineating all relationships  between the independent  accountant and
          the Company;

          (ii) Monitoring, pre-approving and, if appropriate, limiting fees paid
          to  the   independent   accountant   for  audit   services,   internal
          control-related services, and other non-audit services;

          (iii) Discussing with the independent  accountant any relationships or
          services that may affect the independent  accountant's  objectivity or
          independence;

          (iv)  Verifying  that the  independent  accountant  has complied  with
          requirements regarding the rotation of lead audit partners; and

          (v)  Confirming  and assuring no attempts have been made to improperly
          influence  the  performance  of  the  independent  accountant's  audit
          functions.

     (h) Review and approve the annual  audit plan and the audit  reports of the
independent accountant;

     (i) Obtain and review,  at least  annually,  the  independent  accountant's
report  describing:   the  independent   accountant's  internal  quality-control
procedures;   any   material   issues   raised  by  the  most  recent   internal
quality-control review, or peer review, of the independent accountant, or by any
inquiry or investigation by governmental or professional authorities, within the
preceding five years,  respecting one or more independent  audits carried out by
the  independent  accountant;  any steps taken to deal with the issues;  and all
relationships between the independent accountant and the Company; and

     (j) Set policies regulating the hiring of employees and former employees of
the independent accountants.

2. With respect to the internal accountant the Committee shall:

Review periodically internal audit activities,  staffing,  and budget, to assure
the appropriate level of resources is available.

3. With respect to the Company's financial disclosures, the Committee shall:

     (a) review all related party transactions on an ongoing basis;

     (b) Review with management and the independent accountant:

          -  Significant  financial  reporting  issues  and  judgments  made  in
          connection  with  the   preparation  of  the  Company's   consolidated
          financial statements;




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          - Significant issues regarding the Company's  accounting and reporting
          principles and practices, including critical accounting policies;

          - Significant  changes or  developments  in  accounting  and reporting
          principles and practices;

          - the results of the audit,  including a review of any audit  problems
          or  difficulties  encountered  by the  independent  accountant  in the
          course  of the  audit  work,  any  restrictions  on the  scope  of its
          activities  or access to required  personnel or  information,  and any
          disagreements with management;

          - any  significant  changes  required in the scope of the  independent
          accountant's audit; and

          - principles  of  accounting  proposed or  promulgated  by  regulatory
          accounting authorities;

     (c)  Review  legal  matters  that  may  have  a  material   impact  on  the
consolidated financial statements with the Company's management

     (d) Review the annual audited and quarterly reviewed consolidated financial
statements,  including  "Management's  Discussion  and  Analysis"  or  "Plan  of
Operation" with management and the independent accountant prior to the Company's
filing of the related  Annual Report on Form 10-KSB (or Form 10-K) and Quarterly
Reports on Form 10-QSB (or Form 10-QSB), respectively, with the SEC;

     (e)  Recommend  to the Board  whether  the audited  consolidated  financial
statements  be included in the  Company's  Annual Report on Form 10-KSB prior to
its filing;

     (f) Review the Annual  Report on Form 10-KSB and the  Quarterly  Reports on
Form 10-QSB prior to their filing.

Oversight Role:

The Company's  financial  statements are the  responsibility of management.  The
independent  accountant's  responsibility  is to plan and  perform  its audit to
obtain reasonable assurance that the financial statements present fairly, in all
material respects,  the Company's financial position,  results of operations and
cash flows.  The Company's  internal audit function is responsible for providing
an  independent,  objective  appraisal of the Company's  business  activities to
support  management  in  its   responsibilities  to  conduct  operations  in  an
environment  of  effective  internal  control,  and  in  its  assertion  of  the
effectiveness of these internal controls for regulatory reporting purposes.  The
Committee's  responsibility  shall be to oversee these  activities and the other
matters outlined in this Charter.




















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