Common Stock Certificate




NUMBER:
C-_______                                                                                           SHARES 

 

 




NEWPORT
ENTERTAINMENT GROUP, INC




INCORPORATED
UNDER THE LAWS OF THE STATE OF NEVADA




COMMON
STOCK




SEE
REVERSE FOR

CERTAIN
DEFINITIONS










THIS
CERTIFIES
THAT                                                                                                                                                                                                                                                             
CUSIP




IS THE
OWNER OF










FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF

$.001
EACH OF THE COMMON STOCK OF





NEWPORT
ENTERTAINMENT GROUP, INC





transferable
on the books of the Corporation in person or by duly authorized

attorney
upon surrender of this certificate properly endorsed. This

certificate
is not valid unless countersigned by the Transfer

Agent and
registered by the Registrar. Witness the seal of

the
Corporation and the facsimile signatures of

its duly
authorized officers.




Dated:










------------------------------------                                                                                                                                                                                                                                    ------------------------------------

             CHAIRMAN                                                                                            SECRETARY





NEWPORT
ENTERTAINMENT GROUP


CORPORATE

SEAL
2005

NEVADA
















The
following abbreviations, when used in the inscription on the face of
this
certificate, shall be construed as though they were 

written
out in full according
to applicable laws or regulations:




TEN COM -
as tenants in common

TEN ENT -
as tenants by the entireties

JT TEN -
as joint tenants with right of survivorship

and not
as tenants in common




UNIF GIFT
MIN ACT -
_____             
Custodian ______

                                                                                                           
(Cust)                                (Minor)

under
Uniform Gifts to Minors

Act
______________

(State)







Additional
Abbreviations may also be used though not in the above list.





NEWPORT
ENTERTAINMENT GROUP, INC





The
Corporation will furnish without charge to each stockholder who so requests
the powers, designations, preferences and relative, participating,

optional
or other special rights of each class of stock or series thereof of the
Corporation
and the qualifications, limitations, or restrictions of such

preferences
and/or rights. This certificate and the shares represented thereby are
issued and shall be held subject to all the provisions of the Certificate
of

Incorporation
and all amendments thereto and resolutions of the Board of Directors
providing for the issue of shares of Preferred Stock (copies of
which

may be
obtained from the secretary of the Corporation), to all of which the
holder of
this certificate by acceptance hereof assents.




For value
received, ___________________________ hereby sell, assign and transfer
unto




PLEASE
INSERT SOCIAL SECURITY OR OTHER

     
IDENTIFYING NUMBER OF ASSIGNEE

 

        
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(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)




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_________________________________________________________________________
shares of the
capital stock represented by the within Certificate, and do hereby

irrevocably
constitute and appoint




_______________________________________________________________________
Attorney to
transfer the said stock on the books of the within named Corporation
will

full
power of substitution in the premises.




Dated
______________







--------------------------------------------------

NOTICE:
The signature to this assignment must correspond
with the name as written upon

the face
of the certificate in every particular,
without alteration or enlargement
or any change whatever.




Signature(s)
Guaranteed:







--------------------------------------------------------------------------------

THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION

(BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH

MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO

S.E.C.
RULE 17Ad-15).