ex105.htm


     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
      STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
      OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
      IN
      THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
      SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM
      SUCH
      REGISTRATION REQUIREMENTS.

     

    Right
      to
      Purchase up to 8,347,287 Shares of Common Stock of

     

    NewMarket
      Technology, Inc.

     

    (subject
      to adjustment as provided herein)

     

    COMMON
      STOCK PURCHASE WARRANT

     

    No.
      _________________ Issue Date:  November 30, 2007

     

    NEWMARKET
      TECHNOLOGY, INC., a corporation organized under the laws of the State of Nevada
      (the “Company”), hereby certifies that, for value
      received, Valens U.S. SPV I, LLC, or assigns (the “Holder”), is
      entitled, subject to the terms set forth below, to purchase from the Company
      (as
      defined herein) from and after the Issue Date of this Warrant and at any time
      or
      from time to time before 5:00 p.m., New York time, through the close of business
      November 30, 2012 (the “Expiration Date”), up to 8,347,287
      fully paid and non-assessable shares of Common Stock (as hereinafter defined),
      $0.001 par value per share, at the applicable Exercise Price per share (as
      defined below).  The number and character of such shares of Common
      Stock and the applicable Exercise Price per share are subject to adjustment
      as
      provided herein.

     

    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings:

     

    (a)  Common
      Stock” means (i) the Company’s Common Stock, par value $0.001 per
      share; and (ii) any other securities into which or for which any of the
      securities described in the preceding clause (i) may be converted or exchanged
      pursuant to a plan of recapitalization, reorganization, merger, sale of assets
      or otherwise.

     

    (b)  “Company”
      means NewMarket Technology, Inc. and any person or entity which shall succeed,
      or assume the obligations of, NewMarket Technology, Inc. hereunder.

     

    (c)  “Exercise
      Price” means: a price of $.22 per share (as adjusted from time to time
      in accordance with the terms hereof).

     

    (d)  “Other
      Securities” means any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      Holder at any time shall be entitled to receive, or shall have received, on
      the
      exercise of this Warrant, in lieu of or in addition to Common Stock, or which
      at
      any time shall be issuable or shall have been issued in exchange for or in
      replacement of Common Stock or Other Securities pursuant to Section 4 or
      otherwise.

     

    (e)  “Security
      Agreement” means the Security Agreement dated as of the date hereof
      among the Company, various Subsidiaries of the Company party thereto, the
      Holder, the other Lenders (as defined therein) from time to time party thereto
      and LV Administrative Services, Inc., as administrative and collateral agent
      for
      the Lenders (as defined therein), as amended, modified, restated and/or
      supplemented from time to time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.  Exercise
      of Warrant.

     

    1.1  Number
      of Shares Issuable upon Exercise.  From and after the date hereof
      through and including the Expiration Date, the Holder shall be entitled to
      receive, upon exercise of this Warrant in whole or in part, by delivery of
      an
      original or fax copy of an exercise notice in the form attached hereto as
Exhibit A (the “Exercise Notice”), shares of Common
      Stock of the Company, subject to adjustment pursuant to Section 4.

     

    1.2  Fair
      Market Value.  For purposes hereof, the “Fair Market Value” of a
      share of Common Stock as of a particular date (the “Determination
      Date”) shall mean:

     

    (a)  If
      the
      Company’s Common Stock is traded on the American Stock Exchange or another
      national exchange or is quoted on the National or Capital Market of The Nasdaq
      Stock Market, Inc. (“Nasdaq”), then the closing or last sale
      price, respectively, reported for the last business day immediately preceding
      the Determination Date.

     

    (b)  If
      the
      Company’s Common Stock is not traded on the American Stock Exchange or another
      national exchange or on the Nasdaq but is traded on the NASD Over The Counter
      Bulletin Board, then the mean of the average of the closing bid and asked prices
      reported for the last business day immediately preceding the Determination
      Date.

     

    (c)  Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Holder and the Company agree or in the absence of agreement
      by arbitration in accordance with the rules then in effect of the American
      Arbitration Association, before a single arbitrator to be chosen from a panel
      of
      persons qualified by education and training to pass on the matter to be
      decided.

     

    (d)  If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to holders of the
      Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the shares of Common Stock then issuable
      upon exercise of this Warrant are outstanding at the Determination
      Date.

     

    1.3  Company
      Acknowledgment.  The Company will, at the time of the exercise of
      this Warrant, upon the request of the Holder acknowledge in writing its
      continuing obligation to afford to the Holder any rights to which the Holder
      shall continue to be entitled after such exercise in accordance with the
      provisions of this Warrant.  If the Holder shall fail to make any such
      request, such failure shall not affect the continuing obligation of the Company
      to afford to the Holder any such rights.

     

    1.4  Trustee
      for Warrant Holders.  In the event that a bank or trust company
      shall have been appointed as trustee for the Holder pursuant to Subsection
      3.2,
      such bank or trust company shall have all the powers and duties of a warrant
      agent (as hereinafter described) and shall accept, in its own name for the
      account of the Company or such successor person as may be entitled thereto,
      all
      amounts otherwise payable to the Company or such successor, as the case may
      be,
      on exercise of this Warrant pursuant to this Section 1.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    2.  Procedure
      for Exercise.

     

    2.1  Delivery
      of Stock Certificates, Etc., on Exercise.  The Company agrees that
      the shares of Common Stock purchased upon exercise of this Warrant shall be
      deemed to be issued to the Holder as the record owner of such shares as of
      the
      close of business on the date on which this Warrant shall have been surrendered
      and payment made for such shares in accordance herewith.  As soon as
      practicable after the exercise of this Warrant in full or in part, and in any
      event within three (3) business days thereafter, the Company at its expense
      (including the payment by it of any applicable issue taxes) will cause to be
      issued in the name of and delivered to the Holder, or as the Holder (upon
      payment by the Holder of any applicable transfer taxes) may direct in compliance
      with applicable securities laws, a certificate or certificates for the number
      of
      duly and validly issued, fully paid and non-assessable shares of Common Stock
      (or Other Securities) to which the Holder shall be entitled on such exercise,
      together with any other stock or other securities and property (including cash,
      where applicable) to which the Holder is entitled upon such exercise pursuant
      to
      Section 1 or otherwise.  Any fractional share to which the Holder may
      be entitled shall be rounded up to the next full share of stock.

     

    2.2  Exercise.

     

    (a)  Payment
      may be made either (i) in cash by wire transfer of immediately available funds
      or by certified or official bank check payable to the order of the Company
      equal
      to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant,
      or
      shares of Common Stock and/or Common Stock receivable upon exercise of this
      Warrant in accordance with the formula set forth in subsection (b) below, or
      (iii) by a combination of any of the foregoing methods, for the number of shares
      of Common Stock specified in such Exercise Notice (as such exercise number
      shall
      be adjusted to reflect any adjustment in the total number of shares of Common
      Stock issuable to the Holder per the terms of this Warrant) and the Holder
      shall
      thereupon be entitled to receive the number of duly authorized, validly issued,
      fully-paid and non-assessable shares of Common Stock (or Other Securities)
      determined as provided herein.

     

    (b)  Notwithstanding
      any provisions herein to the contrary, if the Fair Market Value of one share
      of
      Common Stock is greater than the Exercise Price (at the date of calculation
      as
      set forth below), in lieu of exercising this Warrant for cash, the Holder may
      elect to receive shares equal to the value (as determined below) of this Warrant
      (or the portion thereof being exercised) by surrender of this Warrant at the
      principal office of the Company together with the properly endorsed Exercise
      Notice in which event the Company shall issue to the Holder a number of shares
      of Common Stock computed using the following formula:

     

    
      	 	
              X=

            	
              Y(A-B)

            	 
	 	 	
              A

            	 
	 	 	 	 
	 	
              Where
                X =

            	the
              number of shares of Common Stock to be issued to the Holder
	 	 	 
	 	
              Y
                =

            	the
              number of shares of Common Stock purchasable under this Warrant or,
              if
              only a portion of this Warrant is being exercised, the portion of this
              Warrant being exercised (at the date of such calculation)
	 	 	 
	 	
              A
                =

            	the
              Fair Market Value of one share of the Company’s Common Stock (at the date
              of such calculation)
	 	 	 
	 	
              B
                =

            	the
              Exercise Price per share (as adjusted to the date of such
              calculation)


    

     

    Notwithstanding
      anything to the contrary set forth in Section 2.2(a) above, to the extent that
      a
      registration statement registering all the shares of Common Stock of the Company
      issuable upon exercise of this Warrant (i) has not been declared effective
      by
      the Securities and Exchange Commission within one year from the date hereof
      and
      (ii) remains effective as of the date of the proposed exercise set forth in
      an
      Exercise Notice, the Holder shall upon such proposed exercise, make payment
      to
      the Company of each respective Exercise Price set forth in such Exercise Notice
      in cash by wire transfer of immediately available funds or by certified or
      official bank check only.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    3.  Effect
      of Reorganization, Etc.; Adjustment of Exercise Price.

     

    3.1  Reorganization,
      Consolidation, Merger, Etc.  If there occurs any capital
      reorganization or any reclassification of the Common Stock of the Company,
      the
      consolidation or merger of the Company with or into another person (other than
      a
      merger or consolidation of the Company in which the Company is the continuing
      entity and which does not result in any reorganization or reclassification
      of
      its outstanding Common Stock) or the sale or conveyance of all or substantially
      all of the assets of the Company to another person, then, as a condition
      precedent to any such reorganization, reclassification, consolidation, merger,
      sale or conveyance, the Holder will be entitled to receive upon surrender of
      this Warrant to the Company (x) to the extent there are cash proceeds resulting
      from the consummation of such reorganization, reclassification, consolidation,
      merger, sale or conveyance, in exchange for such Warrant, cash in an amount
      equal to the cash proceeds that would have been payable to the Holder had the
      Holder exercised such Warrant immediately prior to the consummation of such
      reorganization, reclassification, consolidation, merger, sale or conveyance,
      less the aggregate Exercise Price payable upon exercise of this Warrant, and
      (y)
      to the extent that the Holder would be entitled to receive Common stock (or
      Other Securities) (in addition to or in lieu of cash in connection with any
      such
      reorganization, reclassification, consolidation, merger, sale or conveyance),
      the same kind and amounts of securities or other assets, or both, that are
      issuable or distributable to the holders of outstanding Common Stock (or Other
      Securities) of the Company with respect to their Common Stock (or Other
      Securities) upon such reorganization, reclassification, consolidation, merger,
      sale or conveyance, as would have been deliverable to the Holder had the Holder
      exercised such Warrant immediately prior to the consummation of such
      reorganization, reclassification, consolidation, merger, sale or conveyance
      less
      an amount of such securities having a value equal to the aggregate Exercise
      Price payable upon exercise of this Warrant.

     

    3.2  Dissolution.  In
      the event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, concurrently with
      any distributions made to holders of its Common Stock, shall at its expense
      deliver or cause to be delivered to the Holder the stock and other securities
      and property (including cash, where applicable) receivable by the Holder
      pursuant to Section 3.1, or, if the Holder shall so instruct the Company, to
      a
      bank or trust company specified by the Holder and having its principal office
      in
      New York, NY as trustee for the Holder (the
“Trustee”).

     

    3.3  Continuation
      of Terms.  Upon any reorganization, consolidation, merger or
      transfer (and any dissolution following any transfer) referred to in this
      Section 3, this Warrant shall continue in full force and effect and the terms
      hereof shall be applicable to the shares of stock and other securities and
      property receivable on the exercise of this Warrant after the consummation
      of
      such reorganization, consolidation or merger or the effective date of
      dissolution following any such transfer, as the case may be, and shall be
      binding upon the issuer of any such stock or other securities, including, in
      the
      case of any such transfer, the person acquiring all or substantially all of
      the
      properties or assets of the Company, whether or not such person shall have
      expressly assumed the terms of this Warrant as provided in Section
      4.  In the event this Warrant does not continue in full force and
      effect after the consummation of the transactions described in this Section
      3,
      then the Company’s securities and property (including cash, where applicable)
      receivable by the Holder will be delivered to the Holder or the Trustee as
      contemplated by Section 3.2.

     

    4.  Extraordinary
      Events Regarding Common Stock.  In the event that the Company
      shall (a) issue additional shares of the Common Stock as a dividend or other
      distribution on outstanding Common Stock or any preferred stock issued by the
      Company, (b) subdivide its outstanding shares of Common Stock or (c) combine
      its
      outstanding shares of the Common Stock into a smaller number of shares of the
      Common Stock, then, in each such event, the Exercise Price shall, simultaneously
      with the happening of such event, be adjusted by multiplying the then Exercise
      Price by a fraction, the numerator of which shall be the number of shares of
      Common Stock outstanding immediately prior to such event and the denominator
      of
      which shall be the number of shares of Common Stock outstanding immediately
      after such event, and the product so obtained shall thereafter be the Exercise
      Price then in effect.  The Exercise Price, as so adjusted, shall be
      readjusted in the same manner upon the happening of any successive event or
      events described herein in this Section 4.  The number of shares of
      Common Stock that the Holder shall thereafter, on the exercise hereof as
      provided in Section 1, be entitled to receive shall be adjusted to a number
      determined by multiplying the number of shares of Common Stock that would
      otherwise (but for the provisions of this Section 4) be issuable on such
      exercise by a fraction of which (a) the numerator is the Exercise Price that
      would otherwise (but for the provisions of this Section 4) be in effect, and
      (b)
      the denominator is the Exercise Price in effect on the date of such exercise
      (taking into account the provisions of this Section
      4).  Notwithstanding the foregoing, in no event shall the Exercise
      Price be less than the par value of the Common Stock.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    5.  Certificate
      as to Adjustments.  In each case of any adjustment or readjustment
      in the shares of Common Stock (or Other Securities) issuable on the exercise
      of
      this Warrant, the Company at its expense will promptly cause its Chief Financial
      Officer or other appropriate designee to compute such adjustment or readjustment
      in accordance with the terms of this Warrant and prepare a certificate setting
      forth such adjustment or readjustment and showing in detail the facts upon
      which
      such adjustment or readjustment is based, including a statement of (a) the
      consideration received or receivable by the Company for any additional shares
      of
      Common Stock (or Other Securities) issued or sold or deemed to have been issued
      or sold, (b) the number of shares of Common Stock (or Other Securities)
      outstanding or deemed to be outstanding, and (c) the Exercise Price and the
      number of shares of Common Stock to be received upon exercise of this Warrant,
      in effect immediately prior to such adjustment or readjustment and as adjusted
      or readjusted as provided in this Warrant.  The Company will forthwith
      mail a copy of each such certificate to the Holder and any warrant agent of
      the
      Company (appointed pursuant to Section 11 hereof).

     

    6.  Reservation
      of Stock, Etc., Issuable on Exercise of Warrant.  The Company will
      at all times reserve and keep available, solely for issuance and delivery on
      the
      exercise of this Warrant, shares of Common Stock (or Other Securities) from
      time
      to time issuable on the exercise of this Warrant.

     

    7.  Assignment;
      Exchange of Warrant.  Subject to compliance with applicable
      securities laws, this Warrant, and the rights evidenced hereby, may be
      transferred by any registered holder hereof (a “Transferor”) in
      whole or in part.  On the surrender for exchange of this Warrant, with
      the Transferor’s endorsement in the form of Exhibit B attached hereto
      (the “Transferor Endorsement Form”) and together with evidence
      reasonably satisfactory to the Company demonstrating compliance with applicable
      securities laws, which shall include, without limitation, a legal opinion from
      the Transferor’s counsel (at the Company’s reasonable expense) that provides
      that such transfer is exempt from the registration requirements of applicable
      securities laws, the Company at its expense (but with payment by the Transferor
      of any applicable transfer taxes) will issue and deliver to or on the order
      of
      the Transferor thereof a new Warrant of like tenor, in the name of the
      Transferor and/or the transferee(s) specified in such Transferor Endorsement
      Form (each a “Transferee”), calling in the aggregate on the
      face or faces thereof for the number of shares of Common Stock called for on
      the
      face or faces of this Warrant so surrendered by the Transferor.

     

    8.  Replacement
      of Warrant.  On receipt of evidence reasonably satisfactory to the
      Company of the loss, theft, destruction or mutilation of this Warrant and,
      in
      the case of any such loss, theft or destruction of this Warrant, on delivery
      of
      an indemnity agreement or security reasonably satisfactory in form and amount
      to
      the Company or, in the case of any such mutilation, on surrender and
      cancellation of this Warrant, the Company at its expense will execute and
      deliver, in lieu thereof, a new Warrant of like tenor.

     

    9.  Registration
      Rights.  The Holder has been granted certain registration rights
      by the Company.  These registration rights are set forth in a
      Registration Rights Agreement entered into by the Company and Holder dated
      as of
      the date hereof, as the same may be amended, modified and/or supplemented from
      time to time.

     

    10.  Maximum
      Exercise.  Notwithstanding anything herein to the contrary, in no
      event shall the Holder be entitled to exercise any portion of this Warrant
      in
      excess of that portion of this Warrant 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 unexercised portion of this Warrant 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 exercise of the
      portion of this Warrant 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 exercise, 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 of 1933, as amended.   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 Company shall within three (3) business days 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 Company and (y) shall automatically become null and void following notice
      to the Company upon the occurrence and during the continuance of an Event of
      Default (as defined in the Security Agreement).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    11.  Warrant
      Agent.  The Company may, by written notice to the Holder of this
      Warrant, appoint an agent for the purpose of issuing Common Stock (or Other
      Securities) on the exercise of this Warrant pursuant to Section 1, exchanging
      this Warrant pursuant to Section 7, and replacing this Warrant pursuant to
      Section 8, or any of the foregoing, and thereafter any such issuance, exchange
      or replacement, as the case may be, shall be made at such office by such
      agent.

     

    12.  Transfer
      on the Company’s Books.  Until this Warrant is transferred on the
      books of the Company, the Company may treat the registered holder hereof as
      the
      absolute owner hereof for all purposes, notwithstanding any notice to the
      contrary.

     

    13.  Rights
      of Shareholders.  The Holder shall not be entitled to vote or
      receive dividends or be deemed the holder of the shares of Common Stock or
      any
      other securities of the Company which may at any time be issuable upon exercise
      of this Warrant for any purpose (the “Warrant Shares”), nor
      shall anything contained herein be construed to confer upon the Holder, as
      such,
      any of the rights of a shareholder of the Company 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 earlier to occur of (x) the date of actual
      delivery to Holder (or its designee) of the Warrant Shares issuable upon the
      exercise hereof or (y) the third business day following the date such Warrant
      Shares first become deliverable to Holder, as provided herein.

     

    14.  Notices,
      Etc.  All notices and other communications from the Company to the
      Holder shall be mailed by first class registered or certified mail, postage
      prepaid, at such address as may have been furnished to the Company in writing
      by
      the Holder from time to time.

     

    15.  Miscellaneous.  This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought.  THIS
      WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
      LAWS.  ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY
      THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE
      FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE
      HOLDER MAY CHOOSE TO WAIVE THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE
      OF NEW YORK.  The individuals executing this Warrant on behalf of the
      Company agree to submit to the jurisdiction of such courts and waive trial
      by
      jury.  The prevailing party shall be entitled to recover from the
      other party its reasonable attorneys’ fees and costs.  In the event
      that any provision of this Warrant 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
      Warrant.  The headings in this Warrant are for purposes of reference
      only, and shall not limit or otherwise affect any of the terms
      hereof.  The invalidity or unenforceability of any provision hereof
      shall in no way affect the validity or enforceability of any other provision
      hereof.  The Company acknowledges that legal counsel participated in
      the preparation of this Warrant 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 Warrant to favor any party
      against the other party.

     

    [BALANCE
      OF PAGE INTENTIONALLY LEFT BLANK;

     

    SIGNATURE
      PAGE FOLLOWS]

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above.

    
      	 	 
	
              WITNESS:

            	
              NEWMARKET
                TECHNOLOGY, INC.

            
	 	
              By:/s/
                Philip M. Verges

              Name:

              Title:

            


    

    


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    FORM
      OF SUBSCRIPTION

     

    (To
      Be
      Signed Only On Exercise Of Warrant)

     

    
      	
              To:

            	
              NewMarket
                Technology, Inc.

            


    

     

    
      	
               

            	
              14860
                Montfort Drive, Suite 210

            


    

     

    
      	
               

            	
              Dallas,
                TX 75254

            


    

     

    
      	
               

            	
              Attention:

            


    

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____) (the “Warrant”), hereby irrevocably elects to
      purchase (check applicable box):

     

    
      	
               ______

            	
              ________
                shares of the common stock covered by the Warrant; or

            
	
               ______

            	
              the
                maximum number of shares of common stock covered by the Warrant pursuant
                to the cashless exercise procedure set forth in Section 2 of the
                Warrant.

            


    

     

    The
      undersigned herewith makes payment of the full Exercise Price for such shares
      at
      the price per share provided for in the Warrant, which is
      $___________.  Such payment takes the form of (check applicable box or
      boxes):

     

    
      	
               ______

            	
              $__________
                in lawful money of the United States; and/or

            
	
               ______

            	
              the
                cancellation of such portion of the Warrant as is exercisable for
                a total
                of _______ shares of Common Stock (using a Fair Market Value of $_______
                per share for purposes of this calculation); and/or

            
	
               ______

            	
              the
                cancellation of such number of shares of Common Stock as is necessary,
                in
                accordance with the formula set forth in Section 2.2 of the Warrant,
                to
                exercise this Warrant with respect to the maximum number of shares
                of
                Common Stock purchasable pursuant to the cashless exercise procedure
                set
                forth in Section 2 of the Warrant.

            


    

     

    The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to ______________________________________________ whose
      address is
      ___________________________________________________________________________.

     

    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the Warrant shall be made pursuant
      to registration of the Common Stock under the Securities Act of 1933, as amended
      (the “Securities Act”) or pursuant to an exemption from
      registration under the Securities Act.

    
      	
              Dated:

            	 _________________	 _____________________________________________________________
	 	 	
              (Signature
                must conform to name of holder as specified on the face of the
                Warrant)

            
	 	 	
              Address:___________________________________________________                                                                    

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    FORM
      OF TRANSFEROR ENDORSEMENT

     

    (To
      Be
      Signed Only On Transfer Of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of NewMarket Technology, Inc. into which the within Warrant relates
      specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
      person Attorney to transfer its respective right on the books of NewMarket
      Technology, Inc. with full power of substitution in the premises.

    
      	
              Transferees

            	
              Address

            	
              Percentage
                Transferred

            	
              Number

              Transferred

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              Dated:

            	 ______________	      
              _______________________________________________________
	 	 	
              (Signature
                must conform to name of holder as specified on the face of the
                Warrant)

            
	 	 	
              Address: _________________________________________________                                                                 

               

            
	 	 	
              SIGNED
                IN THE PRESENCE OF:

            
	 	 	                            
              ____________________________________________________
	 	 	
              (Name)

            
	
              ACCEPTED
                AND AGREED:

              [TRANSFEREE]

            	 
	                   
              __________________________________	 
	
              (Name)