Unassociated Document


     

    THIS
      NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
      LAWS.  THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF
      THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT
      AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO NEWMARKET TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    THIS
      NOTE IS REGISTERED WITH THE PARENT PURSUANT TO SECTION 24(B) OF THE SECURITY
      AGREEMENT (AS DEFINED BELOW).  TRANSFER OF ALL OR ANY PORTION OF THIS
      NOTE IS PERMITTED SUBJECT TO THE PROVISIONS SET FORTH IN SUCH SECTION 24(B)
      WHICH REQUIRE, AMONG OTHER THINGS, THAT NO TRANSFER IS EFFECTIVE UNTIL THE
      TRANSFEREE IS REFLECTED AS SUCH ON THE REGISTRY MAINTAINED WITH THE AGENT
      PURSUANT TO SUCH SECTION 24(B).

     

    SECURED
      CONVERTIBLE TERM NOTE

     

    FOR
      VALUE
      RECEIVED, each of NEWMARKET TECHNOLOGY, INC., a Nevada corporation (the
“Parent”), and the other companies listed on Exhibit A attached
      hereto (such other companies together with the Parent, each a “Company” and
      collectively, the “Companies”), hereby, jointly and severally, promises
      to pay to Valens Offshore SPV II, Corp. (the “Holder”) or its registered
      assigns or successors in interest, the sum of Two Million Two Hundred Thousand
      Dollars ($2,200,000), together with any accrued and unpaid interest hereon,
      on
      November 30, 2010 (the “Maturity Date”) if not sooner indefeasibly paid
      in full.

     

    Capitalized
      terms used herein without definition shall have the meanings ascribed to such
      terms in that certain Security Agreement dated as of the date hereof (as
      amended, restated, modified and/or supplemented from time to time, the
“Security Agreement”) among the Companies, the Holder, each other Lender
      and LV Administrative Services, Inc., as administrative and collateral agent
      for
      the Lenders (the “Agent” together with the Lenders, collectively, the
“Creditor Parties”).

     

    The
      following terms shall apply to this Secured Convertible Term Note (this
“Note”):

     

    ARTICLE
      I

     

    CONTRACT
      RATE AND AMORTIZATION

     

    1.1  Contract
      Rate.  Subject to Sections 4.2 and 5.10, interest payable on the
      outstanding principal amount of this Note (the “Principal Amount”) shall
      accrue at a rate per annum equal to the “prime rate” published in The Wall
      Street Journal from time to time (the “Prime Rate”), plus two percent
      (2%) (the “Contract Rate”).  The Contract Rate shall be
      increased or decreased as the case may be for each increase or decrease in
      the
      Prime Rate in an amount equal to such increase or decrease in the Prime Rate;
      each change to be effective as of the day of the change in the Prime
      Rate.  The Contract Rate shall not at any time be less than nine
      percent (9%).  Interest shall be (i) calculated on the basis of a 360
      day year, and (ii) payable monthly, in arrears, commencing on December 1, 2007,
      on the first business day of each consecutive calendar month thereafter through
      and including the Maturity Date, and on the Maturity Date, whether by
      acceleration or otherwise.

     

    1.2  Contract
      Rate Payments.  The Contract Rate shall be calculated on the last
      business day of each calendar month hereafter (other than for increases or
      decreases in the Prime Rate which shall be calculated and become effective
      in
      accordance with the terms of Section 1.1) until the Maturity Date and shall
      be
      subject to adjustment as set forth herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.3  Principal
      Payments.

     

    (a)  Amortizing
      payments of the Principal Amount shall be made, jointly and severally, by the
      Companies on June 1, 2008 and on the first business day of each succeeding
      month
      thereafter through and including the Maturity Date (each, an “Amortization
      Date”).  Subject to Article III below, commencing on the first
      Amortization Date, the Companies shall make, jointly and severally, monthly
      payments to the Holder on each Amortization Date, each such payment in the
      amount of $73,333 together with any accrued and unpaid interest on such portion
      of the Principal Amount plus any and all other unpaid amounts which are then
      owing to the Holder under this Note, the Security Agreement and/or any other
      Ancillary Agreement (collectively, the “Monthly Amount”).  Any
      outstanding Principal Amount together with any accrued and unpaid interest
      and
      any and all other unpaid amounts which are then owing by the Companies to the
      Holder under this Note, the Security Agreement and/or any other Ancillary
      Agreement shall be due and payable on the Maturity Date.

     

    (b)  Upon
      receipt by any Company of any principal payment made to such Company in respect
      of any Note Receivable, such Company shall immediately apply an amount equal
      to
      fifty percent (50%) of such payment to prepay the outstanding principal balance
      of the Notes, to be applied first against the last maturing installments of
      the
      Principal Amount of the Term Loan in the inverse order thereof (including any
      accrued and unpaid interest thereon) until the Term Loan is paid in full and
      then to the Revolving Loans (including any accrued and unpaid interest thereon);
      provided, however, following the occurrence and during the
      continuance of an Event of Default, such prepayments shall be applied to the
      Obligations in such order as the Agent may elect in its sole
      discretion.  If more than one Note is outstanding, the proceeds
      payable under this Section 1.3(b) shall be applied to the Notes on a pro rata
      basis.

     

    ARTICLE
      II

     

    CONVERSION
      AND REDEMPTION

     

    2.1  Payment
      of Monthly Amount.

     

    (a)  Payment
      in Cash or Common Stock.  If the Monthly Amount (or a portion of
      such Monthly Amount if not all of the Monthly Amount may be converted into
      shares of Common Stock pursuant to Section 3.2) is required to be paid in cash
      pursuant to Section 2.1(b), then the Companies shall pay the Holder an amount
      in
      cash equal to 100% of the Monthly Amount (or such portion of such Monthly Amount
      to be paid in cash) due and owing to the Holder on the Amortization
      Date.  If the Monthly Amount (or a portion of such Monthly Amount if
      not all of the Monthly Amount may be converted into shares of Common Stock
      pursuant to Section 3.2) is required to be paid in shares of Common Stock
      pursuant to Section 2.1(b), the number of such shares to be issued by the Parent
      to the Holder on such Amortization Date (in respect of such portion of the
      Monthly Amount converted into shares of Common Stock pursuant to Section
      2.1(b)), shall be the number determined by dividing (i) the portion of the
      Monthly Amount converted into shares of Common Stock, by (ii) the then
      applicable Fixed Conversion Price.  For purposes hereof, subject to
      Section 3.6 hereof, the initial “Fixed Conversion Price” means $.20 which
      has been determined on the date of this Note as an amount equal to 107% of
      the
      average closing price of the Common Stock for the ten (10) trading days
      immediately prior to the date of this Note.

     

    
      
         

      

      
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    (b)  Monthly
      Amount Conversion Conditions.  Subject to Sections 2.1(a), 2.2,
      and 3.2 hereof, the Holder shall convert into shares of Common Stock all or
      a
      portion of the Monthly Amount due on each Amortization Date if the following
      conditions (the “Conversion Criteria”) are satisfied: (i) the average
      closing price of the Common Stock as reported by Bloomberg, L.P. on the
      Principal Market for the five (5) trading days immediately preceding such
      Amortization Date shall be greater than or equal to 115% of the Fixed Conversion
      Price and (ii) the amount of such conversion does not exceed twenty-five percent
      (25%) of the average dollar trading volume of the Common Stock for the period
      of
      twenty-two (22) trading days immediately preceding and including such
      Amortization Date.  If subsection (i) of the Conversion Criteria is
      met but subsection (ii) of the Conversion Criteria is not met as to the entire
      Monthly Amount, the Holder shall convert only such part of the Monthly Amount
      that meets subsection (ii) of the Conversion Criteria.  Any portion of
      the Monthly Amount due on an Amortization Date that the Holder has not been
      able
      to convert into shares of Common Stock due to the failure to meet the Conversion
      Criteria, shall be paid in cash by the Companies, jointly and severally, at
      the
      rate of 100% of the Monthly Amount otherwise due on such Amortization Date,
      within three (3) business days of such Amortization Date.

     

    2.2  No
      Effective Registration.  Notwithstanding anything to the contrary
      herein, the Parent shall not be permitted to pay any part of its obligations,
      or
      the obligations of any other Company, to the Holder hereunder in shares of
      Common Stock if (i) there fails to exist an effective current Registration
      Statement (as defined in the Registration Rights Agreement) covering the resale
      of the shares of Common Stock to be issued in connection with such payment
      and
      there fails to exist an exemption from registration for resale available
      pursuant to Rule 144 of the Securities Act and in respect of the Common Stock
      to
      be issued in connection with such payment or (ii) an Event of Default (as
      hereinafter defined) exists and is continuing, unless such Event of Default
      is
      cured within any applicable cure period or otherwise waived in writing by the
      Holder.

     

    2.3  Optional
      Redemption in Cash.  The Companies may prepay this Note
      (“Optional Redemption”) by paying to the Holder a sum of money equal to
      (a) one hundred thirty percent (130%) of the Principal Amount outstanding at
      such time if such payment occurs prior to the first anniversary of the Closing
      Date, (b) one hundred eighteen (118%) of the Principal Amount outstanding at
      such time if such payment occurs on or after the first anniversary of the
      Closing Date and prior to the second anniversary of the Closing Date and (c)
      one
      hundred seven percent (107%) of the Principal Amount outstanding at such time
      if
      such payment occurs on or after the second anniversary of the Closing Date,
      in
      each case, together with accrued but unpaid interest thereon and any and all
      other sums due, accrued or payable to the Holder arising under this Note, the
      Security Agreement or any other Ancillary Agreement (the “Redemption
      Amount”) outstanding on the Redemption Payment Date (as defined
      below).  The Companies shall deliver to the Holder a written notice of
      redemption (the “Notice of Redemption”) specifying the date for such
      Optional Redemption (the “Redemption Payment Date”), which date shall be
      ten (10) business days after the date of the Notice of Redemption (the
“Redemption Period”).  A Notice of Redemption shall not be
      effective with respect to any portion of this Note for which the Holder has
      previously delivered a Notice of Conversion (as hereinafter defined) or for
      conversions elected to be made by the Holder pursuant to Article III during
      the
      Redemption Period.  The Redemption Amount shall be determined as if
      the Holder’s conversion elections had been completed immediately prior to the
      date of the Notice of Redemption.  On the Redemption Payment Date, the
      Redemption Amount must be paid in good funds to the Holder.  In the
      event the Companies fail to pay the Redemption Amount on the Redemption Payment
      Date as set forth herein, then such Redemption Notice will be null and
      void.  If any Notes issued pursuant to the Security Agreement, in
      addition to this Note, are outstanding (collectively, the “Outstanding
      Notes”) and the Company pursuant to this Section elects to make an Optional
      Redemption, then the Company shall take the same action with respect to all
      Outstanding Notes and make such payments to all holders of Outstanding Notes
      on
      a pro rata basis based upon the Redemption Amount of each Outstanding
      Note.

     

    
      
         

      

      
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    ARTICLE
      III

     

    HOLDER’S
      CONVERSION RIGHTS

     

    3.1  Optional
      Conversion.  Subject to the terms set forth in this Article III,
      the Holder shall have the right, but not the obligation, to convert all or
      any
      portion of the issued and outstanding Principal Amount and/or accrued interest
      and fees due and payable into fully paid and non-assessable shares of Common
      Stock at the Fixed Conversion Price.  The shares of Common Stock to be
      issued upon such conversion are herein referred to as, the “Conversion
      Shares.”

     

    3.2  Conversion
      Limitation.  Notwithstanding anything herein to the contrary, in
      no event shall the Holder be entitled to convert any portion of this Note in
      excess of that portion of this Note upon exercise of which the sum of (1) the
      number of shares of Common Stock beneficially owned by the Holder and its
      Affiliates (other than shares of Common Stock which may be deemed beneficially
      owned through the ownership of the unconverted portion of this Note or the
      unexercised or unconverted portion of any other security of the Holder subject
      to a limitation on conversion analogous to the limitations contained herein)
      and
      (2) the number of shares of Common Stock issuable upon the conversion of the
      portion of this Note with respect to which the determination of this proviso
      is
      being made, would result in beneficial ownership by the Holder and its
      Affiliates of any amount greater than 9.99% of the then outstanding shares
      of
      Common Stock (whether or not, at the time of such conversion, the Holder and
      its
      Affiliates beneficially own more than 9.99% of the then outstanding shares
      of
      Common Stock). As used herein, the term “Affiliate” means any person or
      entity that, directly or indirectly through one or more intermediaries, controls
      or is controlled by or is under common control with a person or entity, as
      such
      terms are used in and construed under Rule 144 under the Securities
      Act.  For purposes of the second preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except
      as
      otherwise provided in clause (1) of such sentence.  For any reason at
      any time, upon written or oral request of the Holder, the Parent shall within
      one (1) business day confirm orally and in writing to the Holder the number
      of
      shares of Common Stock outstanding as of any given date.  The
      limitations set forth herein (x) may be waived by the Holder upon provision
      of
      no less than sixty-one (61) days prior written notice to the Parent and (y)
      shall automatically become null and void (i) following notice to the Parent
      upon
      the occurrence and during the continuance of an Event of Default, or (ii) upon
      receipt by the Holder of a Notice of Redemption.

     

    3.3  Mechanics
      of Holder’s Conversion.  In the event that the Holder elects to
      convert this Note into Common Stock, the Holder shall give notice of such
      election by delivering an executed and completed notice of conversion in
      substantially the form of Exhibit B hereto (appropriate completed)
      (“Notice of Conversion”) to the Parent and such Notice of Conversion
      shall provide a breakdown in reasonable detail of the Principal Amount, accrued
      interest and fees that are being converted.  On each Conversion Date
      (as hereinafter defined) and in accordance with its Notice of Conversion, the
      Holder shall make the appropriate reduction to the Principal Amount, accrued
      interest and fees as entered in its records and shall provide written notice
      thereof to the Parent within two (2) business days after the Conversion
      Date.  Each date on which a Notice of Conversion is delivered or
      telecopied to the Parent in accordance with the provisions hereof shall be
      deemed a Conversion Date (the “Conversion Date”).  Pursuant to
      the terms of the Notice of Conversion, the Parent will issue instructions to
      the
      transfer agent accompanied by an opinion of counsel within one (1) business
      day
      of the date of the delivery to the Parent of the Notice of Conversion and shall
      cause the transfer agent to transmit the certificates representing the
      Conversion Shares to the Holder by crediting the account of the Holder’s
      designated broker with the Depository Trust Corporation (“DTC”) through
      its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3)
      business days after receipt by the Parent of the Notice of Conversion (the
      “Delivery Date”).  In the case of the exercise of the
      conversion rights set forth herein the conversion privilege shall be deemed
      to
      have been exercised and the Conversion Shares issuable upon such conversion
      shall be deemed to have been issued upon the date of receipt by the Parent
      of
      the Notice of Conversion.  The Holder shall be treated for all
      purposes as the record holder of the Conversion Shares, unless the Holder
      provides the Parent written instructions to the contrary.

     

    
      
         

      

      
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    3.4  Late
      Payments.  The Companies understand that a delay in the delivery
      of the Conversion Shares in the form required pursuant to this Article beyond
      the Delivery Date could result in economic loss to the Holder.  As
      compensation to the Holder for such loss, in addition to all other rights and
      remedies which the Holder may have under this Note, applicable law or otherwise,
      the Companies shall, jointly and severally, pay late payments to the Holder
      for
      any late issuance of Conversion Shares in the form required pursuant to this
      Article III upon conversion of this Note, in the amount equal to $500 per
      business day after the Delivery Date.  The Companies shall, jointly
      and severally, make any payments incurred under this Section in immediately
      available funds upon demand.

     

    3.5  Conversion
      Mechanics.  The number of shares of Common Stock to be issued upon
      each conversion of this Note shall be determined by dividing that portion of
      the
      principal and interest and fees to be converted, if any, by the then applicable
      Fixed Conversion Price.  In the event of any conversions of a portion
      of the outstanding Principal Amount pursuant to this Article III, such
      conversions shall be deemed to constitute conversions of the outstanding
      Principal Amount applying to Monthly Amounts for the remaining Amortization
      Dates in chronological order.

     

    3.6  Adjustment
      Provisions.  The Fixed Conversion Price and number and kind of
      shares or other securities to be issued upon conversion determined pursuant
      to
      this Note shall be subject to adjustment from time to time upon the occurrence
      of certain events during the period that this conversion right remains
      outstanding, as follows:

     

    (a)  Reclassification.  If
      the Parent at any time shall, by reclassification or otherwise, change the
      Common Stock into the same or a different number of securities of any class
      or
      classes, this Note, as to the unpaid Principal Amount and accrued interest
      thereon, shall thereafter be deemed to evidence the right to purchase an
      adjusted number of such securities and kind of securities as would have been
      issuable as the result of such change with respect to the Common Stock (i)
      immediately prior to or (ii) immediately after, such reclassification or other
      change at the sole election of the Holder.

     

    (b)  Stock
      Splits, Combinations and Dividends.  If the shares of Common Stock
      are subdivided or combined into a greater or smaller number of shares of Common
      Stock, or if a dividend is paid on the Common Stock or any preferred stock
      issued by the Parent in shares of Common Stock, the Fixed Conversion Price
      shall
      be proportionately reduced in case of subdivision of shares or stock dividend
      or
      proportionately increased in the case of combination of shares, in each such
      case by the ratio which the total number of shares of Common Stock outstanding
      immediately after such event bears to the total number of shares of Common
      Stock
      outstanding immediately prior to such event.

     

    3.7  Reservation
      of Shares.  During the period the conversion right exists, the
      Parent will reserve from its authorized and unissued Common Stock a sufficient
      number of shares to provide for the issuance of Conversion Shares upon the
      full
      conversion of this Note and the Warrant.  The Parent represents that
      upon issuance, the Conversion Shares will be duly and validly issued, fully
      paid
      and non-assessable.  The Parent agrees that its issuance of this Note
      shall constitute full authority to its officers, agents, and transfer agents
      who
      are charged with the duty of executing and issuing stock certificates to execute
      and issue the necessary certificates for the Conversion Shares upon the
      conversion of this Note.

     

    3.8  Registration
      Rights.  The Holder has been granted registration rights with
      respect to the Conversion Shares as set forth in the Registration Rights
      Agreement.

     

    
      
         

      

      
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    3.9  Issuance
      of New Note.  Upon any partial conversion of this Note, a new Note
      containing the same date and provisions of this Note shall, at the request
      of
      the Holder, be issued by the Companies to the Holder for the principal balance
      of this Note and interest which shall not have been converted or
      paid.  Subject to the provisions of Article IV of this Note, the
      Companies shall not pay any costs, fees or any other consideration to the Holder
      for the production and issuance of a new Note.

     

    3.10  Rights
      of Shareholders.  No Holder shall be entitled to vote or receive
      dividends or be deemed the holder of the Note Shares or any other securities
      of
      the Parent which may at any time be issuable upon conversion of this Note for
      any purpose, nor shall anything contained herein be construed to confer upon
      the
      Holder, as such, any of the rights of a shareholder of the Parent or any right
      to vote for the election of directors or upon any matter submitted to
      shareholders at any meeting thereof, or to give or withhold consent to any
      corporate action (whether upon the recapitalization, issuance of shares,
      reclassification of shares, change of nominal value, consolidation, merger,
      conveyance or otherwise) or to receive notice of meetings, or to receive
      dividends or subscription rights or otherwise, in each case, until the Delivery
      Date applicable to the respective Note Shares purchasable upon the conversion
      hereof shall have occurred as provided herein.

     

    ARTICLE
      IV

     

    EVENTS
      OF DEFAULT

     

    4.1  Events
      of Default.  The occurrence of any Event of Default under the
      Security Agreement shall constitute an event of default (“Event of
      Default”) hereunder.

     

    4.2  Default
      Interest.  Following the occurrence and during the continuance of
      an Event of Default, each Company shall, jointly and severally, pay additional
      interest on the outstanding principal balance of this Note in an amount equal
      to
      one percent (1%) per month, and all outstanding obligations under this Note,
      the
      Security Agreement and each other Ancillary Agreement, including unpaid
      interest, shall continue to accrue interest at such additional interest rate
      from the date of such Event of Default until the date such Event of Default
      is
      cured or waived.

     

    4.3  Default
      Payment.  Following the occurrence and during the continuance of
      an Event of Default, the Agent may demand repayment in full of all obligations
      and liabilities owing by the Companies to the Holder under this Note, the
      Security Agreement and/or any other Ancillary Agreement and/or may elect, in
      addition to all rights and remedies of the Agent under the Security Agreement
      and the other Ancillary Agreements and all obligations and liabilities of each
      Company under the Security Agreement and the other Ancillary Agreements, to
      require the Companies, jointly and severally, to make a Default Payment
      (“Default Payment”).  The Default Payment shall be one hundred
      fifteen percent (115%) of the outstanding principal amount of this Note, plus
      accrued but unpaid interest, all other fees then remaining unpaid, and all
      other
      amounts payable hereunder.  The Default Payment shall be due and
      payable immediately on the date that the Agent has demanded payment of the
      Default Payment pursuant to this Section 4.3.

     

    
      
         

      

      
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    ARTICLE
      V

     

    MISCELLANEOUS

     

    5.1  Conversion
      Privileges.  The conversion privileges set forth in Article III
      shall remain in full force and effect immediately from the date hereof until
      the
      date this Note is indefeasibly paid in full and irrevocably
      terminated.

     

    5.2  Cumulative
      Remedies.  The remedies under this Note shall be
      cumulative.

     

    5.3  Failure
      or Indulgence Not Waiver.  No failure or delay on the part of the
      Holder hereof in the exercise of any power, right or privilege hereunder shall
      operate as a waiver thereof, nor shall any single or partial exercise of any
      such power, right or privilege preclude other or further exercise thereof or
      of
      any other right, power or privilege.  All rights and remedies existing
      hereunder are cumulative to, and not exclusive of, any rights or remedies
      otherwise available.

     

    5.4  Notices.  Any
      notice herein required or permitted to be given shall be given in writing in
      accordance with the terms of the Security Agreement.

     

    5.5  Amendment
      Provision.  The term “Note” and all references thereto, as
      used throughout this instrument, shall mean this instrument as originally
      executed, or if later amended or supplemented, then as so amended or
      supplemented, and any successor instrument as such successor instrument may
      be
      amended or supplemented.

     

    5.6  Assignability.  This
      Note shall be binding upon each Company and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and assigns, and
      may
      be assigned by the Holder in accordance with the requirements of the Security
      Agreement.  No Company may assign any of its obligations under this
      Note without the prior written consent of the Holder, any such purported
      assignment without such consent being null and void.

     

    5.7  Cost
      of Collection.  In case of the occurrence of an Event of Default
      under this Note, the Companies shall, jointly and severally, pay the Holder
      the
      Holder’s reasonable costs of collection, including reasonable attorneys’
fees.

     

    
      
         

      

      
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    5.8  Governing
      Law, Jurisdiction and Waiver of Jury Trial.

     

    (a)  THIS
      NOTE
      SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
      LAW.

     

    (b)  EACH
      COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED
      IN
      THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
      TO
      HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY COMPANY, ON THE ONE HAND,
      AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE OR ANY OF THE OTHER
      ANCILLARY AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE
      OR
      ANY OF THE ANCILLARY AGREEMENTS; PROVIDED, THAT EACH COMPANY ACKNOWLEDGES
      THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
      OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND
FURTHERPROVIDED, THAT NOTHING IN THIS NOTE SHALL BE DEEMED OR
      OPERATE TO PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION
      IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE
      COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT
      OR OTHER COURT ORDER IN FAVOR OF THE HOLDER.  EACH COMPANY EXPRESSLY
      SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
      COMMENCED IN ANY SUCH COURT, AND EACH COMPANY HEREBY WAIVES ANY OBJECTION WHICH
      IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
      NON CONVENIENS.  EACH COMPANY HEREBY WAIVES PERSONAL SERVICE OF
      THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT
      AND
      AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE
      BY
      REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE PARENT AT THE ADDRESS SET FORTH
      IN
      THE SECURITY AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON
      THE PARENT’S ACTUAL RECEIPT THEREOF.

     

    (c)  EACH
      COMPANY DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
      APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE
      BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH COMPANY HERETO WAIVES
      ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
      RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN
      THE
      HOLDER AND/OR ANY COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL
      TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE,
      ANY
      OTHER ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR
      THERETO.

     

    5.9  Severability.  In
      the event that any provision of this Note is invalid or unenforceable under
      any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law.  Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of this
      Note.

     

    5.10  Maximum
      Payments.  Nothing contained herein shall be deemed to establish
      or require the payment of a rate of interest or other charges in excess of
      the
      maximum permitted by applicable law.  In the event that the rate of
      interest required to be paid or other charges hereunder exceed the maximum
      rate
      permitted by such law, any payments in excess of such maximum rate shall be
      credited against amounts owed by the Companies to the Holder and thus refunded
      to the Companies.

     

    5.11  Security
      Interest.  The Agent, for the ratable benefit of the Creditor
      Parties, has been granted a security interest in certain assets of the Companies
      as more fully described in the Security Agreement and the other Ancillary
      Agreements.

     

    5.12  Construction;
      Counterparts.  Each party acknowledges that its legal counsel
      participated in the preparation of this Note and, therefore, stipulates that
      the
      rule of construction that ambiguities are to be resolved against the drafting
      party shall not be applied in the interpretation of this Note to favor any party
      against the other.  This Note may be executed by the parties hereto in
      one or more counterparts, each of which shall be deemed an original and all
      of
      which when taken together shall constitute one and the same
      instrument.  Any signature delivered by a party by facsimile or
      electronic transmission shall be deemed to be an original signature
      hereto.

     

    5.13  Registered
      Obligation. This Note shall be registered (and such registration shall
      thereafter be maintained) as set forth in Section 24(b) of the Security
      Agreement.  Notwithstanding any document, instrument or agreement
      relating to this Note to the contrary, transfer of this Note (or the right
      to
      any payments of principal or stated interest thereunder) may only be effected
      by
      (i) surrender of this Note and either the reissuance by the Companies of this
      Note to the new holder or the issuance by the Companies of a new instrument
      to
      the new holder or (ii) registration of such holder as an assignee in accordance
      with Section 24(b) of the Security Agreement.

     

    [Balance
      of page intentionally left blank; signature page follows]

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, each Company has caused this Secured Convertible Term
      Note to be signed in its name effective as of this 30 day of November,
      2007.

     

    
      	
              WITNESS:

            	
              NEWMARKET
                TECHNOLOGY, INC.

            
	
               

              By:_____________________________

            	
              By:/s/
                Philip M. Verges 
                

              

              Name:
                Philip M. Verges

              Title:
                CEO

            
	 	 
	
              WITNESS:

            	
              IP
                GLOBAL VOICE, INC.

            
	
               

              By:_____________________________

            	
              By:/s/
                Peter Geddis 
                

              

              Name:
                Peter Geddis

              Title:
                President

            
	 	 
	
              WITNESS:

            	
              NEWMARKET
                CHINA, INC.

            
	
               

              By:_____________________________

            	
              By:/s/
                Philip J. Rauch 
                

              

              Name:
                Philip J. Rauch

              Title:
                President

            
	 	 
	
              WITNESS:

            	
              NEWMARKET
                INTELLECTUAL PROPERTY, INC.

            
	
               

              By:_____________________________

            	
              By:/s/
                Philip M. Verges 
                

              

              Name:
                Philip M. Verges

              Title:
                President

            
	 	 
	
              WITNESS:

            	
              NETSCO,
                INC.

            
	
               

              By:_____________________________

            	
              By:/s/
                Philip M. Verges 
                

              

              Name:
                Philip M. Verges

              Title:
                President

            
	 	 
	
              WITNESS:

            	
              NEWMARKET
                BROADBAND, INC.

            
	
               

              By:_____________________________

            	
              By:/s/
                Philip M. Verges 
                

              

              Name:
                Philip M. Verges

              Title:
                President

            


    

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    OTHER
      COMPANIES

     

    IP
      Global
      Voice, Inc., a Delaware corporation

     

    NewMarket
      China, Inc., a Nevada corporation

     

    Netsco,
      Inc., a North Carolina corporation

     

    NewMarket
      Intellectual Property, Inc., a Nevada corporation

     

    NewMarket
      Broadband, Inc., a Nevada corporation

     

    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    EXHIBIT
      B

     

    NOTICE
      OF CONVERSION

     

    (To
      be
      executed by the Holder in order to convert all or part of

     

    the
      Secured Convertible Term Note into Common Stock)

     

    NewMarket
      Technology, Inc.

    14860
      Montfort Drive, Suite 210

    Dallas,
      Texas 75254

    Attn:  Philip
      Rauch

     

    The
      undersigned hereby converts $_________ of the principal due on
      [specify applicable Repayment Date] under the Secured
      Convertible Term Note dated as of November 30, 2007 (the “Note”) issued
      by NewMarket Technology, Inc. (the “Parent”) and certain of its
      Subsidiaries by delivery of shares of Common Stock of the Parent
      (“Shares”) on and subject to the conditions set forth in the
      Note.

     

    1.  Date
      of
      Conversion                                                      

     

    2.  Shares
      To
      Be
      Delivered:                                                      

     

    [HOLDER]

     

    
      	
               

            	
              By:

            	 	 


    

     

    
      	
               

            	
              Name:

            


    

     

    
      	
               

            	
              Title: