Unassociated Document


     

    STOCK
      PLEDGE AGREEMENT

     

    This
      Stock Pledge Agreement (this “Agreement”), dated as of November 30, 2007,
      among LV ADMINISTRATIVE SERVICES INC., as administrative and collateral agent
      for the Creditor Parties (as defined below) (the “Pledgee”), NEWMARKET
      TECHNOLOGY, INC., a Nevada corporation (the “Company”), and each of the
      other undersigned parties (the Company and each such other undersigned party,
      a
“Pledgor” and collectively, the “Pledgors”).

     

    BACKGROUND

     

    The
      Company has entered into a Security Agreement dated as of the date hereof (as
      amended, modified, restated or supplemented from time to time, the “Security
      Agreement”), pursuant to which the Pledgee and the other Creditor Parties
      (as defined in the Security Agreement) party thereto provides or will provide
      certain financial accommodations to the Company and certain subsidiaries of
      the
      Company.

     

    In
      order
      to induce the Pledgee and the other Creditor Parties to provide or continue
      to
      provide the financial accommodations described in the Security Agreement, each
      Pledgor has agreed to pledge and grant a security interest in the collateral
      described herein to the Pledgee on the terms and conditions set forth
      herein.

     

    NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration the receipt of which is hereby acknowledged, the parties hereto
      agree as follows:

     

    1.  Defined
      Terms.  All capitalized terms used herein which are not defined
      shall have the meanings given to them in the Security Agreement.

     

    2.  Pledge
      and Grant of Security Interest.  To secure the full and punctual
      payment and performance of (the following clauses (a) and (b), collectively,
      the
“Obligations”) (a) all obligations owing to Pledgee and the other
      Creditor Parties under the Security Agreement and the Ancillary Agreements
      (the
      Security Agreement and the Ancillary Agreements, as each may be amended,
      restated, modified and/or supplemented from time to time, collectively, the
      “Documents”) and (b) all other obligations and liabilities of each
      Pledgor to the Pledgee and the other Creditor Parties whether now existing
      or
      hereafter arising, direct or indirect, liquidated or unliquidated, absolute
      or
      contingent, due or not due and whether under, pursuant to or evidenced by a
      note, agreement, guaranty, instrument or otherwise, including, without
      limitation, obligations of each Pledgor for post-petition interest, fees, costs
      and charges that would have accrued or been added to the Obligations but for
      the
      commencement of such case), each Pledgor hereby pledges, assigns, hypothecates,
      transfers and grants a security interest to the Pledgee, for the ratable benefit
      of the Creditor Parties, in all of the following (the
“Collateral”):

     

    (a)  the
      shares of stock or other equity interests set forth on Schedule A annexed
      hereto and expressly made a part hereof (together with any additional shares
      of
      stock or other equity interests acquired by any Pledgor, the “Pledged
      Stock”), the certificates representing the Pledged Stock and all dividends,
      cash, instruments and other property or proceeds from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of the Pledged Stock;

     

    (b)  all
      additional shares of stock or other equity interests of any issuer (each, an
      “Issuer”) of the Pledged Stock from time to time acquired by any Pledgor
      in any manner, including, without limitation, stock dividends or a distribution
      in connection with any increase or reduction of capital, reclassification,
      merger, consolidation, sale of assets, combination of shares, stock split,
      spin-off or split-off (which shares shall be deemed to be part of the
      Collateral), and the certificates representing such additional shares, and
      all
      dividends, cash, instruments and other property or proceeds from time to time
      received, receivable or otherwise distributed in respect of or in exchange
      for
      any or all of such shares; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)  all
      options and rights, whether as an addition to, in substitution of or in exchange
      for any shares of any Pledged Stock and all dividends, cash, instruments and
      other property or proceeds from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all such options and
      rights.

     

    3.  Delivery
      of Collateral.  All certificates representing or evidencing the
      Pledged Stock shall be delivered to and held by or on behalf of Pledgee pursuant
      hereto and shall be accompanied by duly executed instruments of transfer or
      assignments in blank, all in form and substance satisfactory to the
      Pledgee.  Each Pledgor hereby authorizes the Issuer upon demand by the
      Pledgee to deliver any certificates, instruments or other distributions issued
      in connection with the Collateral directly to the Pledgee, in each case to
      be
      held by the Pledgee, subject to the terms hereof.  Upon the occurrence
      and during the continuance of an Event of Default (as defined below), the
      Pledgee shall have the right, during such time in its discretion and without
      notice to the Pledgor, to transfer to or to register in the name of the Pledgee
      or any of its nominees any or all of the Pledged Stock.  In addition,
      the Pledgee shall have the right at such time to exchange certificates or
      instruments representing or evidencing Pledged Stock for certificates or
      instruments of smaller or larger denominations.

     

    4.  Representations
      and Warranties of each Pledgor.  Each Pledgor jointly and
      severally represents and warrants to the Pledgee (which representations and
      warranties shall be deemed to continue to be made until all of the Obligations
      have been paid in full in cash and each Document and each agreement and
      instrument entered into in connection therewith has been irrevocably terminated)
      that:

     

    (a)  the
      execution, delivery and performance by each Pledgor of this Agreement and the
      pledge of the Collateral hereunder do not and will not result in any violation
      of any agreement, indenture, instrument, license, judgment, decree, order,
      law,
      statute, ordinance or other governmental rule or regulation applicable to any
      Pledgor;

     

    (b)  this
      Agreement constitutes the legal, valid, and binding obligation of each Pledgor
      enforceable against each Pledgor in accordance with its terms;

     

    (c)  (i)
      all
      Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and
      (ii) each Pledgor is the direct and beneficial owner of each share of the
      Pledged Stock;

     

    (d)  all
      of
      the shares of the Pledged Stock have been duly authorized, validly issued and
      are fully paid and non-assessable;

     

    (e)  no
      consent or approval of any person, corporation, governmental body, regulatory
      authority or other entity, is or will be necessary for (i) the execution,
      delivery and performance of this Agreement, (ii) the exercise by the Pledgee
      of
      any rights with respect to the Collateral or (iii) the pledge and assignment
      of,
      and the grant of a security interest in, the Collateral hereunder;

     

    (f)  there
      are
      no pending or, to the best of Pledgor’s knowledge, threatened actions or
      proceedings before any court, judicial body, administrative agency or arbitrator
      which may materially adversely affect the Collateral;

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (g)  each
      Pledgor has the requisite power and authority to enter into this Agreement
      and
      to pledge and assign the Collateral to the Pledgee, for the ratable benefit
      of
      the Creditor Parties, in accordance with the terms of this
      Agreement;

     

    (h)  each
      Pledgor owns each item of the Collateral and, except for the pledge and security
      interest granted to the Pledgee hereunder, the Collateral shall be, immediately
      following the closing of the transactions contemplated by the Documents, free
      and clear of any other security interest, mortgage, pledge, claim, lien, charge,
      hypothecation, assignment, offset or encumbrance whatsoever (collectively,
      “Liens”);

     

    (i)  there
      are
      no restrictions on transfer of the Pledged Stock contained in the certificate
      of
      incorporation or by-laws (or equivalent organizational documents) of any Issuer
      or otherwise which have not otherwise been enforceably and legally waived by
      the
      necessary parties;

     

    (j)  none
      of
      the Pledged Stock has been issued or transferred in violation of the securities
      registration, securities disclosure or similar laws of any jurisdiction to
      which
      such issuance or transfer may be subject;

     

    (k)  the
      pledge and assignment of the Collateral and the grant of a security interest
      under this Agreement vest in the Pledgee, for the ratable benefit of the
      Creditor Parties, all rights of each Pledgor in the Collateral as contemplated
      by this Agreement; and

     

    (l)  the
      Pledged Stock constitutes the percentage of the issued and outstanding shares
      of
      capital stock of each Issuer as set forth on Schedule A attached
      hereto.

     

    5.  Covenants.  Each
      Pledgor jointly and severally covenants that, until the Obligations shall be
      indefeasibly satisfied in full in cash and each Document and each agreement
      and
      instrument entered into in connection therewith is irrevocably
      terminated:

     

    (a)  No
      Pledgor will sell, assign, transfer, convey, or otherwise dispose of its rights
      in or to the Collateral or any interest therein; nor will any Pledgor create,
      incur or permit to exist any Lien whatsoever with respect to any of the
      Collateral or the proceeds thereof other than that created hereby.

     

    (b)  Each
      Pledgor will, at its expense, defend the Pledgee’s right, title and security
      interest in and to the Collateral against the claims of any other
      party.

     

    (c)  Each
      Pledgor shall at any time, and from time to time, upon the written request
      of
      the Pledgee, execute and deliver such further documents and do such further
      acts
      and things as the Pledgee may reasonably request in order to effectuate the
      purposes of this Agreement including, but without limitation, delivering to
      the
      Pledgee, upon the occurrence of an Event of Default, irrevocable proxies in
      respect of the Collateral in form satisfactory to the Pledgee.  Until
      receipt thereof, so long as an Event of Default has occurred and is continuing
      beyond any applicable grace period, this Agreement shall constitute the
      Pledgor’s proxy to the Pledgee or its nominee to vote all shares of Collateral
      then registered in each Pledgor’s name.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (d)  No
      Pledgor will consent to or approve the issuance of (i) any additional shares
      of
      any class of capital stock or other equity interests of the Issuer; or (ii)
      any
      securities convertible either voluntarily by the holder thereof or automatically
      upon the occurrence or nonoccurrence of any event or condition into, or any
      securities exchangeable for, any such shares, unless, in either case, such
      shares are pledged as Collateral pursuant to this Agreement.

     

    6.  Voting
      Rights and Dividends.  In addition to the Pledgee’s rights and
      remedies set forth in Section 8 hereof, in case an Event of Default shall have
      occurred and be continuing, beyond any applicable cure period, the Pledgee
      shall
      (i) be entitled to vote the Collateral, (ii) be entitled to give consents,
      waivers and ratifications in respect of the Collateral (each Pledgor hereby
      irrevocably constituting and appointing the Pledgee, with full power of
      substitution, the proxy and attorney-in-fact of each Pledgor for such purposes)
      and (iii) be entitled to collect and receive for its own use cash dividends
      paid
      on the Collateral which dividends shall be applied as set forth in Section
      10
      hereof.  Unless and until there shall have occurred and be continuing
      an Event of Default, each Pledgor shall be permitted to exercise or refrain
      from
      exercising any voting rights or other powers; provided that, in each case,
      no
      vote shall be cast or any consent, waiver or ratification given or any action
      taken or omitted to be taken if, in the reasonable judgment of the Pledgee,
      such
      action would have a material adverse effect on the value of the Collateral
      or
      any part thereof; and, provided, further, that each Pledgor shall
      give at least five (5) days’ written notice of the manner in which such Pledgor
      intends to exercise, or the reasons for refraining from exercising, any voting
      rights or other powers other than with respect to any election of directors
      and
      voting with respect to any incidental matters.  Following the
      occurrence and during the continuance of an Event of Default, all rights of
      each
      Pledgor to vote and to give consents, waivers and ratifications shall cease
      and
      all dividends and all other distributions in respect of any of the Collateral,
      shall be delivered to the Pledgee to hold as Collateral and shall, if received
      by any Pledgor, be received in trust for the benefit of the Pledgee, be
      segregated from the other property or funds of any other Pledgor, and be
      forthwith delivered to the Pledgee as Collateral in the same form as so received
      (with any necessary endorsement).

     

    7.  Event
      of Default.  An “Event of Default” under this Agreement
      shall occur upon the happening of any of the following events:

     

    (a)  An
      “Event of Default” under any Document or any agreement or note related to
      any Document shall have occurred and be continuing beyond any applicable cure
      period;

     

    (b)  Any
      Pledgor shall breach any term or provision of any Document to which its is
      a
      party, including, without limitation, this Agreement, in any material respect,
      which breach is not cured within any applicable cure or grace period provided
      in
      respect thereof (if any);

     

    (c)  Any
      representation or warranty of any Pledgor made herein, in any Document or in
      any
      agreement, statement or certificate given in writing pursuant hereto or thereto
      or in connection herewith or therewith shall be false or misleading in any
      material respect;

     

    (d)  Any
      attachments or levies in excess of $50,000 in the aggregate are made upon any
      Pledgor’s assets or a judgment is rendered against any Pledgor’s property
      involving a liability of more than $50,000 which shall not have been vacated,
      discharged, stayed or bonded within thirty (30) days form the entry thereof;
      or

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (e)  Any
      Pledgor shall (i) apply for, consent to, or suffer to exist the appointment
      of,
      or the taking of possession by, a receiver, custodian, trustee, liquidator
      or
      other fiduciary of itself or of all or a substantial part of its property,
      (ii)
      make a general assignment for the benefit of creditors, (iii) commence a
      voluntary case under any state or federal bankruptcy laws (as now or hereafter
      in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
      seeking to take advantage of any other law providing for the relief of debtors,
      (vi) not challenge within ten (10) days of the filing thereof, or fail to have
      dismissed within forty five (45) days, any petition filed against it in any
      involuntary case under such bankruptcy laws, or (vii) take any action for the
      purpose of effecting any of the foregoing.

     

    8.  Remedies.  In
      case an Event of Default shall have occurred and is continuing, the Pledgee
      may:

     

    (a)  Transfer
      any or all of the Collateral into its name, or into the name of its nominee
      or
      nominees;

     

    (b)  Exercise
      all corporate rights with respect to the Collateral including, without
      limitation, all rights of conversion, exchange, subscription or any other
      rights, privileges or options pertaining to any shares of the Collateral as
      if
      it were the absolute owner thereof, including, but without limitation, the
      right
      to exchange, at its discretion, any or all of the Collateral upon the merger,
      consolidation, reorganization, recapitalization or other readjustment of the
      Issuer thereof, or upon the exercise by the Issuer of any right, privilege
      or
      option pertaining to any of the Collateral, and, in connection therewith, to
      deposit and deliver any and all of the Collateral with any committee,
      depository, transfer agent, registrar or other designated agent upon such terms
      and conditions as it may determine, all without liability except to account
      for
      property actually received by it; and

     

    (c)  Subject
      to any requirement of applicable law, sell, assign and deliver the whole or,
      from time to time, any part of the Collateral at the time held by the Pledgee,
      at any private sale or at public auction, with or without demand, advertisement
      or notice of the time or place of sale or adjournment thereof or otherwise
      (all
      of which are hereby waived, except such notice as is required by applicable
      law
      and cannot be waived), for cash or credit or for other property for immediate
      or
      future delivery, and for such price or prices and on such terms as the Pledgee
      in its sole discretion may determine, or as may be required by applicable
      law.

     

    Each
      Pledgor hereby waives and releases any and all right or equity of redemption,
      whether before or after sale hereunder.  At any such sale, unless
      prohibited by applicable law, the Pledgee may bid for and purchase the whole
      or
      any part of the Collateral so sold free from any such right or equity of
      redemption.  All moneys received by the Pledgee hereunder, whether
      upon sale of the Collateral or any part thereof or otherwise, shall be held
      by
      the Pledgee and applied by it as provided in Section 10 hereof.  No
      failure or delay on the part of the Pledgee in exercising any rights hereunder
      shall operate as a waiver of any such rights nor shall any single or partial
      exercise of any such rights preclude any other or future exercise thereof or
      the
      exercise of any other rights hereunder.  The Pledgee shall have no
      duty as to the collection or protection of the Collateral or any income thereon
      nor any duty as to preservation of any rights pertaining thereto, except to
      apply the funds in accordance with the requirements of Section 10
      hereof.  The Pledgee may exercise its rights with respect to property
      held hereunder without resort to other security for or sources of reimbursement
      for the Obligations.  In addition to the foregoing, Pledgee shall have
      all of the rights, remedies and privileges of a secured party under the Uniform
      Commercial Code of New York (the “UCC”) regardless of the jurisdiction in
      which enforcement hereof is sought.

     

    9.  Private
      Sale.  Each Pledgor recognizes that the Pledgee may be unable to
      effect (or to do so only after delay which would adversely affect the value
      that
      might be realized from the Collateral) a public sale of all or part of the
      Collateral by reason of certain prohibitions contained in the Securities Act,
      and may be compelled to resort to one or more private sales to a restricted
      group of purchasers who will be obliged to agree, among other things, to acquire
      such Collateral for their own account, for investment and not with a view to
      the
      distribution or resale thereof.  Each Pledgor agrees that any such
      private sale may be at prices and on terms less favorable to the seller than
      if
      sold at public sales and that such private sales shall be deemed to have been
      made in a commercially reasonable manner.  Each Pledgor agrees that
      the Pledgee has no obligation to delay sale of any Collateral for the period
      of
      time necessary to permit the Issuer to register the Collateral for public sale
      under the Securities Act.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    10.  Proceeds
      of Sale.  The proceeds of any collection, recovery, receipt,
      appropriation, realization or sale of the Collateral shall be applied by the
      Pledgee as follows:

     

    (a)  First,
      to
      the payment of all costs, reasonable expenses and charges of the Pledgee and
      to
      the reimbursement of the Pledgee for the prior payment of such costs, reasonable
      expenses and charges incurred in connection with the care and safekeeping of
      the
      Collateral (including, without limitation, the reasonable expenses of any sale
      or any other disposition of any of the Collateral), reasonable attorneys’ fees
      and reasonable expenses, court costs, any other fees or expenses incurred or
      expenditures or advances made by the Pledgee in the protection, enforcement
      or
      exercise of its rights, powers or remedies hereunder;

     

    (b)  Second,
      to the payment of the Obligations, in whole or in part, in such order as the
      Pledgee may elect, whether or not such Obligations are then due;

     

    (c)  Third,
      to
      such persons, firms, corporations or other entities as required by applicable
      law including, without limitation, Section 9-615(a)(3) of the UCC;
      and

     

    (d)  Fourth,
      to the extent of any surplus to the Pledgors or as a court of competent
      jurisdiction may direct.

     

    In
      the
      event that the proceeds of any collection, recovery, receipt, appropriation,
      realization or sale are insufficient to satisfy the Obligations, each Pledgor
      shall be jointly and severally liable for the deficiency plus the costs and
      reasonable fees of any attorneys employed by the Pledgee to collect such
      deficiency.

     

    11.  Waiver
      of Marshaling.  Each Pledgor hereby waives any right to compel any
      marshaling of any of the Collateral.

     

    12.  No
      Waiver.  Any and all of the Pledgee’s rights with respect to the
      Liens granted under this Agreement shall continue unimpaired, and Pledgor shall
      be and remain obligated in accordance with the terms hereof, notwithstanding
      (a)
      the bankruptcy, insolvency or reorganization of any Pledgor, (b) the release
      or
      substitution of any item of the Collateral at any time, or of any rights or
      interests therein, or (c) any delay, extension of time, renewal, compromise
      or
      other indulgence granted by the Pledgee in reference to any of the
      Obligations.  Each Pledgor hereby waives all notice of any such delay,
      extension, release, substitution, renewal, compromise or other indulgence,
      and
      hereby consents to be bound hereby as fully and effectively as if such Pledgor
      had expressly agreed thereto in advance.  No delay or extension of
      time by the Pledgee in exercising any power of sale, option or other right
      or
      remedy hereunder, and no failure by the Pledgee to give notice or make demand,
      shall constitute a waiver thereof, or limit, impair or prejudice the Pledgee’s
      right to take any action against any Pledgor or to exercise any other power
      of
      sale, option or any other right or remedy.

     

    13.  Expenses.  The
      Collateral shall secure, and each Pledgor shall pay to the Pledgee on demand,
      from time to time, all reasonable costs and expenses, (including but not limited
      to, reasonable attorneys’ fees and costs, taxes, and all transfer, recording,
      filing and other charges) of, or incidental to, the custody, care, transfer,
      administration of the Collateral or any other collateral, or in any way relating
      to the enforcement, protection or preservation of the rights or remedies of
      the
      Pledgee under this Agreement or with respect to any of the
      Obligations.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    14.  The
      Pledgee Appointed Attorney-In-Fact and Performance by the
      Pledgee.  Upon the occurrence of an Event of Default, each Pledgor
      hereby irrevocably constitutes and appoints the Pledgee as such Pledgor’s true
      and lawful attorney-in-fact, with full power of substitution, to execute,
      acknowledge and deliver any instruments and to do in such Pledgor’s name, place
      and stead, all such acts, things and deeds for and on behalf of and in the
      name
      of such Pledgor, which such Pledgor could or might do or which the Pledgee
      may
      deem necessary, desirable or convenient to accomplish the purposes of this
      Agreement, including, without limitation, to execute such instruments of
      assignment or transfer or orders and to register, convey or otherwise transfer
      title to the Collateral into the Pledgee’s name.  Each Pledgor hereby
      ratifies and confirms all that said attorney-in-fact may so do and hereby
      declares this power of attorney to be coupled with an interest and
      irrevocable.  If any Pledgor fails to perform any agreement herein
      contained, the Pledgee may itself perform or cause performance thereof, and
      any
      costs and expenses of the Pledgee incurred in connection therewith shall be
      paid
      by the Pledgors as provided in Section 10 hereof.

     

    15.  Recapture.  Notwithstanding
      anything to the contrary in this Agreement, if the Pledgee or any other Creditor
      Party receives any payment or payments on account of the Obligations, which
      payment or payments or any part thereof are subsequently invalidated, declared
      to be fraudulent or preferential, set aside and/or required to be repaid to
      a
      trustee, receiver, or any other party under the United States Bankruptcy Code,
      as amended, or any other federal or state bankruptcy, reorganization, moratorium
      or insolvency law relating to or affecting the enforcement of creditors’ rights
      generally, common law or equitable doctrine, then to the extent of any sum
      not
      finally retained by the Pledgee or such other Creditor Party, each Pledgor’s
      obligations to the Pledgee and the other Creditor Parties shall be reinstated
      and this Agreement shall remain in full force and effect (or be reinstated)
      until payment shall have been made to the Pledgee and the other Creditor
      Parties, which payment shall be due on demand.

     

    16.  NewMarket
      China.  The Pledgor hereby instructs NewMarket China, Inc.
      (“NewMarket China”) to act upon any instruction delivered to it by the
      Pledgee with respect to the Pledged Stock issued by NewMarket China to Pledgor
      without seeking any further instruction from the Pledgor, and, by its
      acknowledgement hereof, NewMarket China hereby agrees to do
      so.  NewMarket China, by its written acknowledgment and acceptance
      hereof, hereby acknowledges receipt of a copy of this Agreement and agrees
      promptly to note on its books and records the security interest granted under
      this Agreement.  NewMarket China also waives any rights or
      requirements at any time hereafter to receive a copy of this Agreement in
      connection with the registration of any Collateral in the name of the Pledgee
      or
      its nominee or the exercise of voting rights by the Pledgee or its nominee
      in
      accordance with the terms of this Agreement.

     

    17.  Captions.  All
      captions in this Agreement are included herein for convenience of reference
      only
      and shall not constitute part of this Agreement for any other
      purpose.

     

    18.  Miscellaneous.

     

    (a)  This
      Agreement constitutes the entire and final agreement among the parties with
      respect to the subject matter hereof and may not be changed, terminated or
      otherwise varied except by a writing duly executed by the parties
      hereto.

     

    (b)  No
      waiver
      of any term or condition of this Agreement, whether by delay, omission or
      otherwise, shall be effective unless in writing and signed by the party sought
      to be charged, and then such waiver shall be effective only in the specific
      instance and for the purpose for which given.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (c)  In
      the
      event that any provision of this Agreement or the application thereof to any
      Pledgor or any circumstance in any jurisdiction governing this Agreement shall,
      to any extent, be invalid or unenforceable under any applicable statute,
      regulation, or rule of law, such provision shall be deemed inoperative to the
      extent that it may conflict therewith and shall be deemed modified to conform
      to
      such statute, regulation or rule of law, and the remainder of this Agreement
      and
      the application of any such invalid or unenforceable provision to parties,
      jurisdictions, or circumstances other than to whom or to which it is held
      invalid or unenforceable shall not be affected thereby, nor shall same affect
      the validity or enforceability of any other provision of this
      Agreement.

     

    (d)  This
      Agreement shall be binding upon each Pledgor, and each Pledgor’s successors and
      assigns, and shall inure to the benefit of the Pledgee and its successors and
      assigns for the ratable benefit of the Creditor Parties.

     

    (e)  Any
      notice or other communication required or permitted pursuant to this Agreement
      shall be given in accordance with the Security Agreement.

     

    (f)  THIS
      AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
      CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF
      CONFLICTS OF LAW.

     

    (g)  EACH
      PLEDGOR 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 PLEDGOR, ON THE ONE HAND,
      AND THE PLEDGEE AND/OR ANY OTHER CREDITOR PARTY, ON THE OTHER HAND, PERTAINING
      TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR TO ANY MATTER ARISING OUT
      OF
      OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS, PROVIDED,
      THAT EACH PLEDGOR 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 AGREEMENT SHALL BE
      DEEMED OR OPERATE TO PRECLUDE THE PLEDGEE OR ANY OTHER CREDITOR PARTY FROM
      BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT
      THE INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
      INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
      PLEDGEE.  EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO
      SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
      PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
      PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUMNONCONVENIENS.  EACH PLEDGOR 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 SUCH PLEDGOR
      AT
      THE ADDRESS SET FORTH IN THE SECURITY AGREEMENT AND THAT SERVICE SO MADE SHALL
      BE DEEMED COMPLETED UPON SUCH PLEDGOR’S ACTUAL RECEIPT THEREOF.

     

    (h)  THE
      PARTIES HERETO DESIRE THAT THEIR 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, THE PARTIES HERETO WAIVE
      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 PLEDGEE
      AND/OR ANY OTHER CREDITOR PARTY, AND/OR ANY PLEDGOR ARISING OUT OF, CONNECTED
      WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEN IN
      CONNECTION WITH THIS AGREEMENT, ANY OTHER DOCUMENT OR THE TRANSACTIONS RELATED
      HERETO OR THERETO.

     

    (i)  It
      is
      understood and agreed that any person or entity that desires to become a Pledgor
      hereunder, or is required to execute a counterpart of this Agreement after
      the
      date hereof pursuant to the requirements of any Document, shall become a Pledgor
      hereunder by (x) executing a Joinder Agreement in form and substance
      satisfactory to the Pledgee, (y) delivering supplements to such exhibits and
      annexes to such Documents as the Pledgee shall reasonably request and/or set
      forth in such joinder agreement and (z) taking all actions as specified in
      this
      Agreement as would have been taken by such Pledgor had it been an original
      party
      to this Agreement, in each case with all documents required above to be
      delivered to the Pledgee and with all documents and actions required above
      to be
      taken to the reasonable satisfaction of the Pledgee.

     

    (j)  This
      Agreement may be executed 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 agreement.  Any signature delivered by a party by facsimile
      or electronic transmission shall be deemed an original signature
      hereto.

     

    [Remainder
      of Page Intentionally Left Blank]

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

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

     

    
      	 	NEWMARKET
              TECHNOLOGY, INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Philip
              M. Verges	 
	 	 	Name Philip
              M. Verges	 
	 	 	Title CEO	 
	 	 	 	 


    

     

     

     

     

    
      	 	LV
              ADMINISTRATIVE
              SERVICES INC.,	 
	 	as
              Agent	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Scott
              Bluestein	 
	 	 	Name Scott
              Bluestein	 
	 	 	Title Authorized
              Signatory	 
	 	 	 	 


    

     

     

    Acknowledged
      and accepted this

     

    ______
      day of November 2007.

     

    
      	 	 	 
	 	 	 
              
              NEWMARKET
                CHINA, INC.

            	 
	
               

            	
              By:
                

            	/s/ Philip
              J. Rauch	 
	 	 	Name Philip
              J. Rauch	 
	 	 	Title CFO	 
	 	 	 	 


    

     

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


     

    SCHEDULE
      A

     

    Pledged
      Stock

     

    
      	
              Pledgor

            	
              Issuer

            	
              Class
                of Stock

            	
              Stock
                Certificate Number

            	
              Par
                Value

            	
              Number
                of Shares

            	
              %
                of outstanding Shares

            
	
              NewMarket
                Technology, Inc.

            	
              IP
                Global Voice, Inc.

            	
              Common

            	
              22

            	
              $.0001

            	
              4,075,000

            	
              65%

            
	
              NewMarket
                Technology, Inc.

            	
              NewMarket
                China, Inc.

            	
              Series
                A Preferred

            	
              N/A

            	
              No
                Par

            	
              250,000

            	
              100%

            
	
              NewMarket
                Technology, Inc.

            	
              NewMarket
                Broadband, Inc.

            	
              Common

            	
              1

            	
              No
                Par

            	
              1,000

            	
              100%

            
	
              NewMarket
                Technology, Inc.

            	
              Netsco,
                Inc.

            	
              Common

            	
              2

            	
              No
                Par

            	
              100

            	
              100%

            
	
              NewMarket
                Technology, Inc.

            	
              NewMarket
                Intellectual Property, Inc.

            	
              Common

            	
              1

            	
              No
                Par

            	
              1,000

            	
              100%

            
	
              NewMarket
                Technology, Inc.

            	
              RedMoon,
                Inc.

            	
              Common

            	
              44

            	
              $.0001

            	
              8,032,817

            	
              11%

            
	
              NewMarket
                Technology, Inc.

            	
              Defense
                Technology Systems, Inc.

            	
              Class
                C Preferred

            	
              100

            	
              $.01

            	
              600,000

            	
              100%

            
	
              NewMarket
                Technology, Inc.

            	
              Defense
                Technology Systems, Inc.

            	
              Class
                D Preferred

            	
              200

            	
              $.01

            	
              3,400,000

            	
              100%

            
	
              NewMarket
                Technology, Inc.

            	
              Broker
                Payment Services

            	 	 	 	 	 
	
              NewMarket
                Technology, Inc.

            	
              TekVoice
                Communications, Inc.

            	
              Common

            	
              6

            	
              $.001

            	
              762,122

            	
              10%

            
	
              NewMarket
                Technology, Inc.

            	
              VirtualHealth
                Technologies, Inc.

            	
              Common

            	
              6122

            	
              $.001

            	
              1,400,000

            	
              3%