7% Uses in Issuance of the Exercise Warrants Clause

Issuance of the Exercise 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 Exercise Warrants. The Company shall further provide Brookstreet with warrants (the Exercise Warrants) to purchase the number of shares of common stock of the Company equal to 7% of the aggregate number of shares of Common Stock issued upon exercise of the Investor Warrants. The Placement Agent Warrants and the Exercise Warrants shall be collectively referred to herein as Warrants. The shares of Common Stock underlying both the Placement Agent Warrants and Exercise Warrants shall be collectively referred to herein as Shares.