$0.45 Uses in Reservation of Shares Clause

Reservation of Shares from Warrant Agreement

THIS MANAGING DEALER WARRANT AGREEMENT (the Agreement), dated as of June 21, 2006, is made and entered into by and between NEWPORT INTERNATIONAL GROUP, INC., a Delaware corporation (the Company), and BROOKSTREET SECURITIES CORPORATION, a California corporation (Brookstreet or the Warrantholder).

Reservation of Shares. There has been reserved, out of its authorized capital stock, such number of shares of Common Stock as shall be subject to purchase under the Warrants, and the Company shall at all times keep reserved, for so long as any of the Warrants remain outstanding, such shares of Common Stock that from time to time are, and such additional Shares or other securities that, pursuant to Section 9 hereof, become issuable on exercise of the Warrants.