Palm Desert Uses in Transfer Clause

Transfer 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).

Transfer. The Warrantholder, at Warrantholders sole discretion, may transfer the Warrants, in whole or in part only, to affiliates, employees, selected dealers, and others, provided any such transfer complies with all applicable Federal and state securities laws. The Warrants shall be transferable in whole or in part only on the books of the Company maintained at its principal office in Palm Desert, California, or wherever its principal office may then be located, upon delivery thereof duly endorsed by the Warrantholder or by its duly authorized attorney or representative, accompanied by proper evidence of succession, assignment or authority to transfer. Upon any registration of transfer, the Company shall promptly execute and deliver new Warrants to the person or persons entitled thereto.