25% Uses in Issuance of the Placement Agent Warrants Clause

Issuance of the Placement Agent Warrants 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).

Issuance of the Placement Agent Warrants. The Company shall provide Brookstreet with warrants (the Placement Agent Warrants) to purchase the number of shares of Common Stock equal to 25% of the aggregate number of Shares sold by the Company in the Offering. The Placement Agent Warrants shall be issuable simultaneously upon each escrow closing.