EXHIBIT 10.1

________________________________________________________________________________



                            STOCK PURCHASE AGREEMENT

                                     BETWEEN

                        NEWPORT INTERNATIONAL GROUP, INC.

                                       AND

                          LANGLEY PARK INVESTMENTS PLC


                        _________________________________


                                  JULY 6, 2004

                        _________________________________





________________________________________________________________________________

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                                TABLE OF CONTENTS


ARTICLE I   CERTAIN DEFINITIONS................................................1
     1.1    Certain Definitions................................................1

ARTICLE II  PURCHASE AND SALE OF SHARES........................................4
     2.1    Purchase and Sale; Purchase Price..................................4
     2.2    Execution and Delivery of Documents; The Closing...................5

ARTICLE III REPRESENTATIONS AND WARRANTIES.....................................5
     3.1    Representations, Warranties and Agreements of the Target Company...5
     3.2    Representations and Warranties of Langley..........................8

ARTICLE IV  OTHER AGREEMENTS OF THE PARTIES...................................11
     4.1    Manner of Offering................................................11
     4.2    Notice of Certain Events..........................................12
     4.3    Blue Sky Laws.....................................................12
     4.4    Integration.......................................................12
     4.5    Furnishing of Rule 144(c) Materials...............................12
     4.6    Solicitation Materials............................................12
     4.7    Listing of Common Stock...........................................13
     4.8    Indemnification...................................................13
     4.9    Sale of Langley Shares............................................15
     4.10   Lock Up by Langley................................................15
     4.11   London Stock Exchange.............................................15

ARTICLE V   MISCELLANEOUS.....................................................15
     5.1    Fees and Expenses.................................................15
     5.2    Entire Agreement..................................................15
     5.3    Notices...........................................................15
     5.4    Amendments; Waivers...............................................16
     5.5    Headings..........................................................16
     5.6    Successors and Assigns............................................16
     5.7    No Third Party Beneficiaries......................................17
     5.8    Governing Law; Venue; Service of Process..........................17
     5.9    Survival..........................................................17
     5.10   Counterpart Signatures............................................17
     5.11   Publicity.........................................................17
     5.12   Severability......................................................17
     5.13   Limitation of Remedies............................................17

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LIST OF SCHEDULES:

Schedule 3.1(a)   Subsidiaries
Schedule 3.1(c)   Capitalization and Registration Rights
Schedule 3.1(d)   Equity and Equity Equivalent Securities
Schedule 3.1(e)   Conflicts
Schedule 3.1(f)   Consents and Approvals
Schedule 3.1(g)   Litigation
Schedule 3.1(h)   Defaults and Violations


LIST OF EXHIBITS:

Exhibit A         Escrow Agreement
Exhibit B         Officer's Certificate


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         THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of July 6, 2004, between Newport International Group, Inc.], a
corporation organized and existing under the laws of the State of Delaware (the
"Target Company"), and Langley Park Investments PLC, a corporation organized
under the laws of England and Wales with its offices at 30 Farringdon Street,
London EC4A 4HJ ( "Langley").

         WHEREAS, subject to the terms and conditions set forth in this
Agreement, the Target Company desires to issue and sell to Langley and Langley
desires to acquire from the Target Company the shares of the Target Company's
common stock, par value $____ (the "Common Stock") for the Total Purchase Price
set forth in Section 2.1(b) below. The consideration to be paid by Langley for
the Common Stock shall be subject to certain downside price protection (the
"Downside Price Protection") provided in Section 2 of the Escrow Agreement.

         IN CONSIDERATION of the mutual covenants contained in this Agreement,
the Target Company and Langley agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         1.1 Certain Definitions. As used in this Agreement, and unless the
context requires a different meaning, the following terms have the meanings
indicated:

         "Affiliate" means, with respect to any Person, any Person that,
directly or indirectly, controls, is controlled by or is under common control
with such Person. For the purposes of this definition, "control" (including,
with correlative meanings, the terms "controlled by" and "under common control
with") shall mean the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities or by contract or otherwise.

         "Attorney-in-Fact" means Gottbetter & Partners, LLP, 488 Madison
Avenue, 12 Florr, New York, NY 10022; tel:212-400-6900; Fax: 212-400-6901.

         "Agreement" shall have the meaning set forth in the introductory
paragraph of this Agreement.

         "Business Day" means any day except Saturday, Sunday, any day which
shall be a legal holiday or a day on which banking institutions in the State of
New York are authorized or required by law or other government actions to close.

         "Change of Control" means the acquisition, directly or indirectly of an
Person or ownership of, or the power to direct the exercise power with respect
to, a majority of the issued and outstanding voting shares of the Target
Company.

         "Closing" shall have the meaning set forth in Section 2.2(a) hereof.

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         "Closing Bid Price" shall mean the closing bid price for a share of
Common Stock on such date on the OTCBB (or such other exchange, market, or other
system that the Common Stock is then traded on), as reported on Bloomberg, L.P.
(or similar organization or agency succeeding to its functions of reporting
prices).

         "Closing Date" shall have the meaning set forth in Section 2.2(a)
hereof.

         "Closing Price" shall be the Closing Bid Price of the Common Stock on
the day of Closing.

         "Common Stock" shall have the meaning in the recital.

         "Consideration Stock" shall have the meaning set forth in Section
2.1(a) hereof.

         "Control Person" shall have the meaning set forth in Section 4.8(a)
hereof.

         "Disclosure Documents" means the Target Company's reports filed under
the Exchange Act with the SEC.

         "Downside Price Protection" shall have the meaning in the recital.

         "Escrow Agent" means Gottbetter & Partners, LLP, 488 Madison Avenue, 12
Floor, New York, NY 10022; Tel: 212-400-6900; Fax: 212-400-6901.

         "Escrow Agreement" means the escrow agreement, dated the date hereof,
by and among the Target Company, Langley and the Escrow Agent annexed hereto as
EXHIBIT A.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Execution Date" means the date of this Agreement first written above.

         "G&P" means Gottbetter & Partners, LLP.

         "Indemnified Party" shall have the meaning set forth in Section 4.8(b)
hereof.

         "Indemnifying Party" shall have the meaning set forth in Section 4.8(b)
hereof.

         "Langley" shall have the meaning in the introductory paragraph.

         "Langley Consideration Shares" shall have the meaning in Section 2.1(c)
hereof.

         "Langley Escrow Shares" means the Langley Consideration Shares
deposited into escrow by the Target Company under the terms of the Escrow
Agreement in EXHIBIT A.

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         "Langley Protection Shares" means the Langley Escrow Shares that the
Target Company is required to sell to Langley under the terms of the Escrow
Agreement in EXHIBIT A.

         "Langley Shares" shall mean ordinary shares of 1.0p each in Langley.

         "Losses" shall have the meaning set forth in Section 4.8(a) hereof.

         "Market Value Per Share" of the Comon Stock means on any particular
date (a) the last sale price of shares of Common Stock on such date or, if no
such sale takes place on such date, the last sale price on the most recent prior
date, in each case as officially reported on the principal national securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if the Common Stock is not then listed or admitted to trading on any national
securities exchange, the closing bid price per share as reported by Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on the Nasdaq,
the closing bid price per share of the Common Stock on such date as reported on
the OTCBB or if there is no such price on such date, than the last bid price on
the date nearest preceding such date, or (d) if the Common Stock is not quoted
on the OTCBB, the closing bid price for a share of Common Stock on such date in
the over-the counter market as reported by the Pinksheets LLC ( or similar
organization or agency succeeding to its functions of reporting prices) or if
there is no such price on such date, then the last bid price on the date nearest
preceding such date, or (e) if the Common Stock is no longer publicly traded,
the fair market value of a share of the Common Stock as determined by an
appraiser selected in good faith by Langley and the Target Company.

         "Material" shall mean having a financial consequence in excess of
$25,000.

         "Material Adverse Effect" shall have the meaning set forth in Section
3.1(a) hereof.

         "NASD" means the National Association of Securities Dealers, Inc.

         "Nasdaq" shall mean the Nasdaq Stock Market, Inc.(R)

         "OTCBB" shall mean the NASD over-the counter Bulletin Board(R).

         "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         "Private Placement Memorandum" shall have the meaning set forth in
Section 3.1(l) hereof.

         "Proceeding" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

         "Reporting Issuer" means a company that is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act.

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         "Required Approvals" shall have the meaning set for the in Section 3.1
(f).

         "Securities" means the Common Stock and stock of any other class into
which such shares may hereafter have been reclassified or changed.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Subsidiaries" shall have the meaning set forth in Section 3.1(a)
hereof.

         "Target Company" shall have the meaning set forth in the introductory
paragraph.

         "Total Purchase Price" shall have the meaning set forth in Section
2.1(b).

         "Trading Day" means (a) a day on which the Common Stock is quoted on
Nasdaq, the OTCBB or the principal stock exchange on which the Common Stock has
been listed, or (b) if the Common Stock is not quoted on Nasdaq, the OTCBB or
any stock exchange, a day on which the Common Stock is quoted in the
over-the-counter market, as reported by the Pinksheets LLC (or any similar
organization or agency succeeding its functions of reporting prices).

         "Transaction Documents" means this Agreement and all exhibits and
schedules hereto and all other documents, instruments and writings required
pursuant to this Agreement.

         "U.S." means the United States.

                                   ARTICLE II

                           PURCHASE AND SALE OF SHARES

         2.1 Purchase and Sale; Purchase Price.

                  (a) Subject to the terms and conditions set forth herein, the
         Target Company shall issue and sell and Langley shall purchase Five
         Million Eight Hundred Eighty Two Thousand Three Hundred Fifty Two
         (5,882,352) shares of the Target Company's Common Stock (the
         "Consideration Stock").

                  (b) The total purchase price (the "Total Purchase Price")
         shall be the number of shares of Consideration Stock multiplied by the
         average of the Closing Bid Price per share of Common Stock during the
         ten (10) Trading Days immediately preceding July 30, 2004.

                  (c) The Total Purchase Price shall be paid by delivery to the
         Target Company of the number of Langley Shares (the "Langley
         Consideration Shares") equal to the Total Purchase Price divided by the
         conversion rate of the British Pound Sterling to purchase US Dollars as
         determined below on the July 30, 2004. The Langley Shares

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         shall have a value of (pound)1 per share. The number of Langley Shares
         to be issued will be based on the conversion rate of the British Pound
         Sterling to the US Dollar in effect as of the close of business on the
         day preceding the Closing Date, as quoted by Coutts & Co. as the
         commercial rate it gives to purchase US Dollars. For example, if the
         effective conversion rate is $1.80/(pound) 1 and the Total Purchase
         Price is $8,000,000, then the number of Langley Shares the Target
         Company will receive shall equal the $8,000,000/$1.80, or 4,444,444
         Langley Shares. The Langley Consideration Shares shall be subject to
         the "Downside Price Protection" provided in Section 2 of the Escrow
         Agreement.


         2.2 Execution and Delivery of Documents; The Closing.

                  (a) The Closing of the purchase and sale of the shares of
         Consideration Stock (the "Closing") shall take place within sixty(60)
         days from the date hereof (the "Closing Date"). On the Closing Date,

                           (i) the Target Company shall execute and deliver to
                  the Escrow Agent certificates in the name of Langley
                  representing the shares of Consideration Stock;

                           (ii) the Target Company shall execute and deliver to
                  Langley a certificate of its President, in the form of EXHIBIT
                  B annexed hereto, certifying that attached thereto is a copy
                  of resolutions duly adopted by the Board of Directors of the
                  Target Company authorizing the Target Company to execute and
                  deliver the Transaction Documents and to enter into the
                  transactions contemplated thereby;

                           (iii) the Target Company, Langley and the Escrow
                  Agent shall execute and deliver to each other the Escrow
                  Agreement;

                           (iv) Langley shall execute and deliver to the Escrow
                  Agent certificates in the name of the Target Company
                  representing the Langley Consideration Shares to the Escrow
                  Agent; and

                           (v) the Target Company shall wire the monies owed to
                  G&P pursuant to Section 5.1 hereof for legal fees with the
                  following wire instructions:

                               Citibank, N.A.
                               488 Madison Avenue
                               New York, NY
                               ABA Routing No.: 021000089
                               Account Name: Gottbetter & Partners, LLP
                               Account No. 49061322
                               Reference:  Newport International Group, Inc.

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                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         3.1 Representations, Warranties and Agreements of the Target Company.
The Target Company hereby makes the following representations and warranties to
Langley, all of which shall survive the Closing:

                  (a) Organization and Qualification. The Target Company is a
         corporation, duly incorporated, validly existing and in good standing
         under the laws of the jurisdiction of its formation, with the requisite
         corporate power and authority to own and use its properties and assets
         and to carry on its business as currently conducted. The Target Company
         has no subsidiaries other than as set forth on SCHEDULE 3.1(A) attached
         hereto (collectively, the "Subsidiaries"). Each of the Subsidiaries is
         a corporation, duly incorporated, validly existing and in good standing
         under the laws of the jurisdiction of its incorporation, with the full
         corporate power and authority to own and use its properties and assets
         and to carry on its business as currently conducted. Each of the Target
         Company and the Subsidiaries is duly qualified to do business and is in
         good standing as a foreign corporation in each jurisdiction in which
         the nature of the business conducted or property owned by it makes such
         qualification necessary, except where the failure to be so qualified or
         in good standing, as the case may be, would not, individually or in the
         aggregate, have a material adverse effect on the results of operations,
         assets, prospects, or financial condition of the Target Company and the
         Subsidiaries, taken as a whole (a "Material Adverse Effect").

                  (b) Authorization, Enforcement. The Target Company has the
         requisite corporate power and authority to enter into and to consummate
         the transactions contemplated hereby and by each other Transaction
         Document and to otherwise to carry out its obligations hereunder and
         thereunder. The execution and delivery of this Agreement and each of
         the other Transaction Documents by the Target Company and the
         consummation by it of the transactions contemplated hereby and thereby
         has been duly authorized by all necessary action on the part of the
         Target Company. Each of this Agreement and each of the other
         Transaction Documents has been or will be duly executed by the Target
         Company and when delivered in accordance with the terms hereof or
         thereof will constitute the valid and binding obligation of the Target
         Company enforceable against the Target Company in accordance with its
         terms, except as such enforceability may be limited by applicable
         bankruptcy, insolvency, reorganization, moratorium, liquidation or
         similar laws relating to, or affecting generally the enforcement of,
         creditors' rights and remedies or by other equitable principles of
         general application.

                  (c) Capitalization. The authorized, issued and outstanding
         capital stock of the Company is set forth on SCHEDULE 3.1(C). No shares
         of Common Stock are entitled to preemptive or similar rights, nor is
         any holder of the Common Stock entitled to preemptive or similar rights
         arising out of any agreement or understanding with the Target Company
         by virtue of this Agreement. Except as disclosed in SCHEDULE 3.1(C),
         there are no outstanding options, warrants, script, rights to subscribe
         to, registration rights, calls or commitments of any character
         whatsoever relating to securities, rights or

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         obligations convertible into or exchangeable for, or giving any person
         any right to subscribe for or acquire, any shares of Common Stock, or
         contracts, commitments, understandings, or arrangements by which the
         Target Company or any Subsidiary is or may become bound to issue
         additional shares of Common Stock, or securities or rights convertible
         or exchangeable into shares of Common Stock. Neither the Target Company
         nor any Subsidiary is in violation of any of the provisions of its
         Certificate of Incorporation, bylaws or other charter documents.

                  (d) Issuance of Securities. The shares of Consideration Stock
         have been duly and validly authorized for issuance, offer and sale
         pursuant to this Agreement and, when issued and delivered as provided
         hereunder against payment in accordance with the terms hereof, shall be
         valid and binding obligations of the Target Company enforceable in
         accordance with their respective terms.

                  (e) No Conflicts. The execution, delivery and performance of
         this Agreement and the other Transaction Documents by the Target
         Company and the consummation by the Target Company of the transactions
         contemplated hereby and thereby do not and will not (i) conflict with
         or violate any provision of its Certificate of Incorporation or bylaws
         (each as amended through the date hereof) or (ii) be subject to
         obtaining any consents except those referred to in Section 3.1(f),
         conflict with, or constitute a default (or an event which with notice
         or lapse of time or both would become a default) under, or give to
         others any rights of termination, amendment, acceleration or
         cancellation of, any agreement, indenture or instrument to which the
         Target Company is a party, or (iii) result in a violation of any law,
         rule, regulation, order, judgment, injunction, decree or other
         restriction of any court or governmental authority to which the Target
         Company or its Subsidiaries is subject (including, but not limited to,
         those of other countries and the federal and state securities laws and
         regulations), or by which any property or asset of the Target Company
         or its Subsidiaries is bound or affected, except in the case of clause
         (ii), such conflicts, defaults, terminations, amendments,
         accelerations, cancellations and violations as would not, individually
         or in the aggregate, have a Material Adverse Effect. The business of
         the Target Company and its Subsidiaries is not being conducted in
         violation of any law, ordinance or regulation of any governmental
         authority.

                  (f) Consents and Approvals. Except as specifically set forth
         in SCHEDULE 3.1(F), neither the Target Company nor any Subsidiary is
         required to obtain any consent, waiver, authorization or order of, or
         make any filing or registration with, any court or other federal,
         state, local or other governmental authority or other Person in
         connection with the execution, delivery and performance by the Target
         Company of this Agreement and each of the other Transaction Documents.

                  (g) Litigation; Proceedings. Except as specifically disclosed
         in SCHEDULE 3.1(G), there is no Proceeding threatened against or
         affecting the Target Company or any of its Subsidiaries or any of their
         respective properties before or by any court, governmental or
         administrative agency or regulatory authority (federal, state, county,
         local or foreign) which (i) relates to or challenges the legality,
         validity or enforceability of any of the Transaction Documents or the
         shares of Consideration Stock,

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         (ii) could, individually or in the aggregate, have a Material Adverse
         Effect or (iii) could, individually or in the aggregate, materially
         impair the ability of the Target Company to perform fully on a timely
         basis its obligations under the Transaction Documents.

                  (h) No Default or Violation. Except as set forth in SCHEDULE
         3.1(H) hereto, neither the Target Company nor any Subsidiary (i) is in
         default under or in violation of any indenture, loan or credit
         agreement or any other agreement or instrument to which it is a party
         or by which it or any of its properties is bound, except such conflicts
         or defaults as do not have a Material Adverse Effect, (ii) is in
         violation of any order of any court, arbitrator or governmental body,
         except for such violations as do not have a Material Adverse Effect, or
         (iii) is in violation of any statute, rule or regulation of any
         governmental authority which could (individually or in the aggregate)
         (a) adversely affect the legality, validity or enforceability of this
         Agreement, (b) have a Material Adverse Effect or (c) adversely impair
         the Target Company's ability or obligation to perform fully on a timely
         basis its obligations under this Agreement.

                  (i) Disclosure Documents. The Disclosure Documents are
         accurate in all material respects and do not contain any untrue
         statement of material fact or omit to state any material fact necessary
         in order to make the statements made therein, in light of the
         circumstances under which they were made, not misleading.

                  (j) Non-Registered Offering. Neither the Target Company nor
         any Person acting on its behalf has taken or will take any action
         (including, without limitation, any offering of any securities of the
         Target Company under circumstances which would require the integration
         of such offering with the offering of the Consideration Stock under the
         Securities Act) which might subject the offering, issuance or sale of
         the Consideration Stock to the registration requirements of Section 5
         of the Securities Act.

                  (k) Placing Agent. The Target Company accepts and agrees that
         Dungarvon Associates, Inc. ("Dungarvon") is acting for Langley and does
         not regard any person other than Langley as its customer in relation to
         this Agreement, and that it has not made any recommendation to the
         Target Company, in relation to this Agreement and is not advising the
         Target Company, with regard to the suitability or merits of the Langley
         Shares and in particular Dungarvon has no duties or responsibilities to
         the Target Company for the best execution of the transaction
         contemplated by this Agreement.

                  (l) Private Placement Representations. The Target Company (i)
         has received and carefully reviewed such information and documentation
         relating to Langley that the Target Company has requested, including,
         without limitation, Langley's Confidential Private Offering Memorandum,
         dated June 17, 2004 (the "Private Placement Memorandum"); (ii) has had
         a reasonable opportunity to ask questions of and receive answers from
         Langley concerning the Langley Shares, and all such questions, if any,
         have been answered to the full satisfaction of the Target Company;
         (iii) has such knowledge and expertise in financial and business
         matters that it is capable of evaluating the merits and risks involved
         in an investment in the Langley Shares; (iii) understands that Langley
         has determined that the exemption from the registration provisions of

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         the Securities Act, provided by Section 4(2) of the Securities Act is
         applicable to the offer and sale of the Langley Shares, based, in part,
         upon the representations, warranties and agreements made by the Target
         Company herein; and (iv) except as provided herein and in the Private
         Placement Memorandum dated June 17, 2004, no representations or
         warranties have been made to the Target Company by Langley or any
         agent, employee or affiliate of Langley and in entering into this
         transaction the Target Company is not relying upon any information,
         other than the results of independent investigation by the Target
         Company.

Langley acknowledges and agrees that the Target Company makes no representation
or warranty with respect to the transactions contemplated hereby other than
those specifically set forth in Section 3.1 hereof.

         3.2 Representations and Warranties of Langley. Langley hereby makes the
following representations and warranties to the Target Company, all of which
shall survive the Closing:

                  (a) Organization; Authority. Langley is a corporation, duly
         organized, validly existing and in good standing under the laws of the
         jurisdiction of its formation with the requisite power and authority to
         enter into and to consummate the transactions contemplated hereby and
         by the other Transaction Documents and otherwise to carry out its
         obligations hereunder and thereunder. The acquisition of the shares of
         Consideration Stock to be purchased by Langley hereunder has been duly
         authorized by all necessary action on the part of Langley. This
         Agreement has been duly executed and delivered by Langley and
         constitutes the valid and legally binding obligation of Langley,
         enforceable against it in accordance with its terms, except as such
         enforceability may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or similar laws relating to, or affecting
         generally the enforcement of, creditors rights and remedies or by other
         general principles of equity.

                  (b) Investment Intent. Langley is acquiring the shares of
         Consideration Stock to be purchased by it hereunder, for its own
         account for investment purposes only and not with a view to or for
         distributing or reselling such shares of Consideration Stock, or any
         part thereof or interest therein, without prejudice, however, to
         Langley's right, subject to the provisions of this Agreement, at all
         times to sell or otherwise dispose of all or any part of such shares of
         Consideration Stock in compliance with applicable federal and state
         securities laws.

                  (c) Experience of Langley. Langley, either alone or together
         with its representatives, has such knowledge, sophistication and
         experience in business and financial matters so as to be capable of
         evaluating the merits and risks of an investment in the shares of
         Consideration Stock to be acquired by it hereunder, and has so
         evaluated the merits and risks of such investment.

                  (d) Ability of Langley to Bear Risk of Investment. Langley is
         able to bear the economic risk of an investment in the Securities to be
         acquired by it hereunder and, at the present time, is able to afford a
         complete loss of such investment.

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<PAGE>

                  (e) Access to Information. Langley acknowledges that it has
         been afforded (i) the opportunity to ask such questions as it has
         deemed necessary of, and to receive answers from, representatives of
         the Target Company concerning the terms and conditions of the
         Consideration Stock offered hereunder and the merits and risks of
         investing in such securities; (ii) access to information about the
         Target Company and the Target Company's financial condition, results of
         operations, business, properties, management and prospects sufficient
         to enable it to evaluate its investment in the Consideration Stock; and
         (iii) the opportunity to obtain such additional information which the
         Target Company possesses or can acquire without unreasonable effort or
         expense that is necessary to make an informed investment decision with
         respect to the investment and to verify the accuracy and completeness
         of the information that it has received about the Target Company.

                  (f) Reliance. Langley understands and acknowledges that (i)
         the shares of Consideration Stock being offered and sold to it
         hereunder are being offered and sold without registration under the
         Securities Act in a private placement that is exempt from the
         registration provisions of the Securities Act under Section 4(2) of the
         Securities Act and (ii) the availability of such exemption depends in
         part on, and that the Target Company will rely upon the accuracy and
         truthfulness of, the foregoing representations and Langley hereby
         consents to such reliance.

                  (g) Regulation S. Langley understands and acknowledges that
         (A) the shares of Consideration Stock have not been registered under
         the Securities Act, are being sold in reliance upon an exemption from
         registration afforded by Regulation S; and that such shares of
         Consideration Stock have not been registered with any state securities
         commission or authority; (B) pursuant to the requirements of Regulation
         S, the shares of Consideration Stock may not be transferred, sold or
         otherwise exchanged unless in compliance with the provisions of
         Regulation S and/or pursuant to registration under the Securities Act,
         or pursuant to an available exemption hereunder; and (C) the Target
         Company is under no obligation to register the shares of Consideration
         Stock under the Securities Act or any state securities law, or to take
         any action to make any exemption from any such registration provisions
         available.

         Langley is not a U.S. Person and is not acquiring the shares of
Consideration Stock for the account of any U.S. Person; (B) no director or
executive officer of Langley is a national or citizen of the United States; and
(C) it is not otherwise deemed to be a "U.S. Person" within the meaning of
Regulation S.

         Langley was not formed specifically for the purpose of acquiring the
shares of Consideration Stock purchased pursuant to this Agreement.

         Langley is purchasing the shares of Consideration Stock for its own
account and risk and not for the account or benefit of a U.S. Person as defined
in Regulation S and no other person has any interest in or participation in the
shares of Consideration Stock or any right, option, security interest, pledge or
other interest in or to the shares of Consideration Stock. Langley understands,
acknowledges and agrees that it must bear the economic risk of its investment in
the shares of Consideration Stock for an indefinite period of time and that
prior to any such offer or sale, the

                                       10
<PAGE>

Target Company may require, as a condition to effecting a transfer of the shares
of Consideration Stock, an opinion of counsel, acceptable to the Target Company,
as to the registration or exemption therefrom under the Securities Act and any
state securities acts, if applicable.

         Langley will, after the expiration of the Restricted Period, as set
forth under Regulation S Rule 903(b)(3)(iii)(A), offer, sell, pledge or
otherwise transfer the shares of Consideration Stock only in accordance with
Regulation S, or pursuant to an available exemption under the Securities Act
and, in any case, in accordance with applicable state securities laws. The
transactions contemplated by this Agreement have neither been pre-arranged with
a purchaser who is in the U.S. or who is a U.S. Person, nor are they part of a
plan or scheme to evade the registration provisions of the United States federal
securities laws.

         The offer leading to the sale evidenced hereby was made in an "offshore
transaction." For purposes of Regulation S, Langley understands that an
"offshore transaction" as defined under Regulation S is any offer or sale not
made to a person in the United States and either (A) at the time the buy order
is originated, the purchaser is outside the United States, or the seller or any
person acting on his behalf reasonably believes that the purchaser is outside
the United States; or (B) for purposes of (1) Rule 903 of Regulation S, the
transaction is executed in, or on or through a physical trading floor of an
established foreign exchange that is located outside the United States or (2)
Rule 904 of Regulation S, the transaction is executed in, on or through the
facilities of a designated offshore securities market, and neither the seller
nor any person acting on its behalf knows that the transaction has been
prearranged with a buyer in the U.S.

         Neither Langley nor any affiliate or any Person acting on Langley's
behalf, has made or is aware of any "directed selling efforts" in the United
States, which is defined in Regulation S to be any activity undertaken for the
purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for any of the shares of
Consideration Stock being purchased hereby.

         Langley understands that the Target Company is the seller of the shares
of Consideration Stock which are the subject of this Agreement, and that, for
purpose of Regulation S, a "distributor" is any underwriter, dealer or other
person who participates, pursuant to a contractual arrangement, in the
distribution of securities offered or sold in reliance on Regulation S and that
an "affiliate" is any partner, officer, director or any person directly or
indirectly controlling, controlled by or under common control with any person in
question. Langley agrees that Langley will not, during the Restricted Period set
forth under Rule 903(b)(iii)(A), act as a distributor, either directly or though
any affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the
shares of Consideration Stock other than to a non-U.S. Person.

         Langley acknowledges that the shares of Consideration Stock will bear a
legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN
"OFFSHORE TRANSACTION" IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED BY

                                       11
<PAGE>

THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING
TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE
SECURITIES ACT.

The Target Company acknowledges and agrees that Langley makes no representations
or warranties with respect to the transactions contemplated hereby other than
those specifically set forth in this Section 3.2.

                                   ARTICLE IV

                         OTHER AGREEMENTS OF THE PARTIES

         4.1 Manner of Offering. The Consideration Stock are being issued
pursuant to section 4(2) of the Securities Act and Regulation S thereunder. The
Langley Consideration Shares are being issued pursuant to section 4(2) of the
Securities Act.

         4.2 Notice of Certain Events. The Target Company shall, on a continuing
basis, (i) advise Langley promptly after obtaining knowledge of, and, if
requested by Langley, confirm such advice in writing, of (A) the issuance by any
state securities commission of any stop order suspending the qualification or
exemption from qualification of the shares of Consideration Stock, for offering
or sale in any jurisdiction, or the initiation of any proceeding for such
purpose by any state securities commission or other regulatory authority, or (B)
any event that makes any statement of a material fact made by the Target Company
in Section 3.1 or in the Disclosure Documents untrue or that requires the making
of any additions to or changes in Section 3.1 or in the Disclosure Documents in
order to make the statements therein, in the light of the circumstances under
which they are made, not misleading, (ii) use its best efforts to prevent the
issuance of any stop order or order suspending the qualification or exemption
from qualification of the Consideration Stock under any state securities or Blue
Sky laws, and (iii) if at any time any state securities commission or other
regulatory authority shall issue an order suspending the qualification or
exemption from qualification of the Consideration Stock under any such laws, and
use its best efforts to obtain the withdrawal or lifting of such order at the
earliest possible time.

         4.3 Blue Sky Laws. The Target Company agrees that it will execute all
necessary documents and pay all necessary state filing or notice fees to enable
the Target Company to sell the Consideration Stock to Langley.

         4.4 Integration. The Target Company shall not and shall use its best
efforts to ensure that no Affiliate shall sell, offer for sale or solicit offers
to buy or otherwise negotiate in respect

                                       12
<PAGE>

of any security (as defined in Section 2 of the Securities Act) that would be
integrated with the offer or sale of the Consideration Stock in a manner that
would require the registration under the Securities Act of the sale of the
Consideration Stock to Langley.

         4.5 Furnishing of Rule 144(c) Materials. The Target Company shall, for
so long as any of the Consideration Stock remain outstanding and during any
period in which the Target Company is not subject to Section 13 or 15(d) of the
Exchange Act, make available to any registered holder of the Consideration Stock
in connection with any sale thereof and any prospective purchaser of such
Consideration Stock from such Person, such information in accordance with Rule
144(c) promulgated under the Securities Act as is required to sell the
Consideration Stock under Rule 144 promulgated under the Securities Act.

         4.6 Solicitation Materials. The Target Company shall not (i) distribute
any offering materials in connection with the offering and sale of the shares of
Consideration Stock other than the Disclosure Documents and any amendments and
supplements thereto prepared in compliance herewith or (ii) solicit any offer to
buy or sell the shares of Consideration Stock by means of any form of general
solicitation or advertising.

         4.7 Listing of Common Stock. If the Common Stock is or shall become
listed on the OTCBB or on another exchange, the Target Company shall (a) use its
best efforts to maintain the listing of its Common Stock on the OTCBB or such
other exchange on which the Common Stock is then listed until two years from the
date hereof, and (b) shall provide to Langley evidence of such listing.

         4.8 Indemnification.

                  (a) Indemnification.

                           (i) The Target Company shall, notwithstanding
                  termination of this Agreement and without limitation as to
                  time, indemnify and hold harmless Langley and its officers,
                  directors, agents, employees and Affiliates, each Person who
                  controls or Langley (within the meaning of Section 15 of the
                  Securities Act or Section 20 of the Exchange Act) (each such
                  Person, a "Control Person") and the officers, directors,
                  agents, employees and Affiliates of each such Control Person,
                  to the fullest extent permitted by applicable law, from and
                  against any and all losses, claims, damages, liabilities,
                  costs (including, without limitation, costs of preparation and
                  attorneys' fees) and expenses (collectively, "Losses"), as
                  incurred, arising out of, or relating to, a breach or breaches
                  of any representation, warranty, covenant or agreement by the
                  Target Company under this Agreement or any other Transaction
                  Document.

                           (ii) Langley shall, notwithstanding termination of
                  this Agreement without limitation as to time, indemnify and
                  hold harmless the Target Company, its officers, directors,
                  agents and employees, each Control Person and the officers,
                  directors, agents and employees of each Control Person, to the
                  fullest extent permitted by applicable law, from and against
                  any and all Losses, as incurred, arising out of, or relating
                  to, a breach or breaches of any representation, warranty,

                                       13
<PAGE>

                  covenant or agreement by Langley under this Agreement or the
                  other Transaction Documents, except for Losses solely arising
                  out of negligence, bad faith or breach of this Agreement .

                           (iii) The Target Company and Langley acknowledge that
                  in the SEC's opinion, directors, officers and persons
                  controlling a company subject to the Securities Act can not be
                  indemnified for liabilities arising under the Securities Act
                  by such company.

                  (b) Conduct of Indemnification Proceedings. If any Proceeding
         shall be brought or asserted against any Person entitled to indemnity
         hereunder (an "Indemnified Party"), such Indemnified Party promptly
         shall notify the Person from whom indemnity is sought (the
         "Indemnifying Party") in writing, and the Indemnifying Party shall
         assume the defense thereof, including the employment of counsel
         reasonably satisfactory to the Indemnified Party and the payment of all
         fees and expenses incurred in connection with defense thereof;
         provided, that the failure of any Indemnified Party to give such notice
         shall not relieve the Indemnifying Party of its obligations or
         liabilities pursuant to this Agreement, except (and only) to the extent
         that it shall be finally determined by a court of competent
         jurisdiction (which determination is not subject to appeal or further
         review) that such failure shall have proximately and materially
         adversely prejudiced the Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party or
Parties unless: (1) the Indemnifying Party has agreed to pay such fees and
expenses; or (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party
and the Indemnifying Party, and such Indemnified Party shall have been advised
by counsel that a conflict of interest is likely to exist if the same counsel
were to represent such Indemnified Party and the Indemnifying Party (in which
case, if such Indemnified Party notifies the Indemnifying Party in writing that
it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense of the
claim against the Indemnified Party but will retain the right to control the
overall Proceedings out of which the claim arose and such counsel employed by
the Indemnified Party shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably
withheld. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.

         All fees and expenses of the Indemnified Party to which the Indemnified
Party is entitled hereunder (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten (10) Business Days of written notice
thereof to the Indemnifying Party.

                                       14
<PAGE>

         No right of indemnification under this Section shall be available as to
a particular Indemnified Party if the Indemnifying Party obtains a
non-appealable final judicial determination that such Losses arise solely out of
the negligence, breach of agreement or bad faith of such Indemnified Party in
performing the obligations of such Indemnified Party under this Agreement or a
breach by such Indemnified Party of its obligations under this Agreement.

                  (c) Contribution. If a claim for indemnification under this
         Section is unavailable to an Indemnified Party or is insufficient to
         hold such Indemnified Party harmless for any Losses in respect of which
         this Section would apply by its terms (other than by reason of
         exceptions provided in this Section), then each Indemnifying Party, in
         lieu of indemnifying such Indemnified Party, shall contribute to the
         amount paid or payable by such Indemnified Party as a result of such
         Losses in such proportion as is appropriate to reflect the relative
         benefits received by the Indemnifying Party on the one hand and the
         Indemnified Party on the other and the relative fault of the
         Indemnifying Party and Indemnified Party in connection with the actions
         or omissions that resulted in such Losses as well as any other relevant
         equitable considerations. The relative fault of such Indemnifying Party
         and Indemnified Party shall be determined by reference to, among other
         things, whether there was a judicial determination that such Losses
         arise in part out of the negligence or bad faith of the Indemnified
         Party in performing the obligations of such Indemnified Party under
         this Agreement or the Indemnified Party's breach of its obligations
         under this Agreement. The amount paid or payable by a party as a result
         of any Losses shall be deemed to include any attorneys' or other fees
         or expenses incurred by such party in connection with any Proceeding to
         the extent such party would have been indemnified for such fees or
         expenses if the indemnification provided for in this Section was
         available to such party.

                  (d) Non-Exclusivity. The indemnity and contribution agreements
         contained in this Section are in addition to any obligation or
         liability that the Indemnifying Parties may have to the Indemnified
         Parties.

         4.9 Sale of Langley Consideration Shares. Langley shall assist the
Target Company in setting up and maintaining a trading account at a registered
broker in the United Kingdom to facilitate the sale of the Langley Consideration
Shares. Broker's commissions in the trading account shall not exceed one half
percent (0.5%).

         4.10 Lock Up by Langley. Langley shall not sell, transfer or assign all
or any of the shares of Consideration Stock for a period of two (2) years
following the Closing, without the written consent of the Target Company, which
consent may be withheld in the Target Company's sole discretion.

                                    ARTICLE V

                                  MISCELLANEOUS

         5.1 Fees and Expenses. Except as set forth in this Agreement, each
party shall pay the fees and expenses of its advisers, counsel, accountants and

                                       15
<PAGE>

other experts, if any, and all other expenses incurred by such party incident to
the negotiation, preparation, execution, delivery and performance of this
Agreement. The Target Company shall pay all stamp and other taxes and duties
levied in connection with the issuance of the shares of Consideration Stock
pursuant hereto. Langley shall be responsible for any taxes payable by Langley
that may arise as a result of the investment hereunder or the transactions
contemplated by this Agreement or any other Transaction Document. The Target
Company agrees to pay $7,500 to G&P for legal fees associated with the
transactions contemplated by this Agreement at Closing. The Target Company shall
pay all costs, expenses, fees and all taxes incident to and in connection with:
(A) the issuance and delivery of the Consideration Stock, (B) the exemption from
registration of the Consideration Stock for offer and sale to Langley under the
securities or Blue Sky laws of the applicable jurisdictions, and (C) the
preparation of certificates for the Consideration Stock (including, without
limitation, printing and engraving thereof), and (D) all fees and expenses of
counsel and accountants of the Target Company.

         5.2 Entire Agreement This Agreement, together with all of the Exhibits
and Schedules annexed hereto, and any other Transaction Document contains the
entire understanding of the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings, oral or written, with
respect to such matters. This Agreement shall be deemed to have been drafted and
negotiated by both parties hereto and no presumptions as to interpretation,
construction or enforceability shall be made by or against either party in such
regard.

         5.3 Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly
given upon facsimile transmission (with written transmission confirmation
report) at the number designated below (if delivered on a Business Day during
normal business hours where such notice is to be received), or the first
Business Day following such delivery (if delivered other than on a Business Day
during normal business hours where such notice is to be received) whichever
shall first occur. The addresses for such communications shall be:

         If to the Target Company:  Newport International Group, Inc.
                                    73061 El Paseo Suite 202
                                    Palm Desert, California 92260
                                    Attn:  President and CEO
                                    Tel:   (760) 779-0251
                                    Fax:   (760)674-0016

         If to Langley:             Langley Park Investments PLC
                                    30 Farringdon Street
                                    London EC4A 4HJ
                                    Attn: Harry Pearl
                                    Tel: 44.207.569.0044
                                    Fax: 44.207.724.0090

                                       16
<PAGE>

         With copies to:            Gottbetter & Partners, LLP
                                    488 Madison Avenue, 12th Floor
                                    New York, NY 10022
                                    Attn:  Adam S. Gottbetter, Esq.
                                    Tel:  (212) 400-6900
                                    Fax:  (212) 400-6901

or such other address as may be designated hereafter by notice given pursuant to
the terms of this Section 5.3.

         5.4 Amendments; Waivers. No provision of this Agreement may be waived
or amended except in a written instrument signed, in the case of an amendment,
by both the Target Company and Langley, or, in the case of a waiver, by the
party against whom enforcement of any such waiver is sought. No waiver of any
default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other provision, condition or requirement hereof, nor shall any delay or
omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right accruing to it thereafter.

         5.5 Headings. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.

         5.6 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns. The assignment by a party of this Agreement or any rights
hereunder shall not affect the obligations of such party under this Agreement.

         5.7 No Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

         5.8 Governing Law; Venue; Service of Process. The parties hereto
acknowledge that the transactions contemplated by this Agreement and the
exhibits hereto bear a reasonable relation to the State of New York. The parties
hereto agree that the internal laws of the State of New York shall govern this
Agreement and the exhibits hereto, including, but not limited to, all issues
related to usury. Any action to enforce the terms of this Agreement or any of
its exhibits, or any other Transaction Document shall be brought exclusively in
the state and/or federal courts situated in the County and State of New York. If
and only if New York declines jurisdiction within the State of New York, such
action shall be brought in the State and County where the Target Company's
principle place of business is situated. Service of process in any action by
Langley or the Target Company to enforce the terms of this Agreement may be made
by serving a copy of the summons and complaint, in addition to any other
relevant documents, by commercial overnight courier to the other party at its
principal address set forth in this Agreement.

                                       17
<PAGE>

         5.9 Survival. The representations and warranties of the Target Company
and Langley contained in Article III and the agreements and covenants of the
parties contained in Article IV and this Article V shall survive the Closing.

         5.10 Counterpart Signatures. This Agreement may be executed in two or
more counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

         5.11 Publicity. The Target Company and Langley shall consult with each
other in issuing any press releases or otherwise making public statements with
respect to the transactions contemplated hereby and neither party shall issue
any such press release or otherwise make any such public statement without the
prior written consent of the other, which consent shall not be unreasonably
withheld or delayed, unless counsel for the disclosing party deems such public
statement to be required by applicable federal and/or state securities laws.
Except as otherwise required by applicable law or regulation, the Target Company
will not disclose to any third party (excluding its legal counsel, accountants
and representatives) the name of Langley.

         5.12 Severability. In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefore, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.

5.13 Limitation of Remedies. With respect to claims by the Target Company or any
person acting by or through the Target Company, or by Langley or any person
acting through Langley, for remedies at law or at equity relating to or arising
out of a breach of this Agreement, liability, if any, shall, in no event,
include loss of profits or incidental, indirect, exemplary, punitive, special or
consequential damages of any kind.


                           [ SIGNATURE PAGE FOLLOWS ]


                                       18
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first indicated above.

                                        Target Company:

                                        Newport International Group, Inc.


                                        By: /s/ Cery Perle
                                            --------------
                                        Name: Cery Perle
                                              ----------
                                        Title: Chief Executive Officer
                                               -----------------------



                                        Langley:

                                        Dungarvon Associates, Inc. on behalf of
                                        Langley Park Investments Plc.


                                        By: /s/ David J. Kinder
                                            -------------------
                                        Name: David Kinder
                                              ------------
                                        Title: Director
                                               --------

                                       19
<PAGE>
                                 Schedule 3.1(a)

                                  Subsidiaries
                                  ------------


         GrassRoots Communications, inc.



                                       20
<PAGE>

                                 Schedule 3.1(c)

                     Capitalization and Registration Rights
                     --------------------------------------


                                  COMMON STOCK
                                  ------------

         TOTAL  14,233,365



                              OPTIONS AND WARRANTS
                              --------------------

         Warrants: 2,911,875   Options: 5,975,459    Total:  23,120,699



                                       21
<PAGE>
                                 Schedule 3.1(d)

                     Equity and Equity Equivalent Securities
                     ---------------------------------------


$1.8 million of convertible debt due January 2006 and convertible into 2.572
million shares of common stock

$300,000 of convertible debt due July 2005 and convertible into 150,000 shares
of common stock



                                       22
<PAGE>
                                 Schedule 3.1(e)

                                    Conflicts
                                    ---------


         None



                                       23
<PAGE>
                                 Schedule 3.1(f)

                             Consents and Approvals
                             ----------------------


         N/A



                                       24
<PAGE>
                                 Schedule 3.1(g)

                                   Litigation
                                   ----------


         None



                                       25
<PAGE>
                                 Schedule 3.1(h)

                             Defaults and Violations
                             -----------------------


         None



                                       26