CONVERTIBLE PROMISSORY NOTE

THIS NOTE, AND ANY SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (" THE ACT "). SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

NEW GENERATION HOLDINGS, INC., a Delaware corporation (hereinafter referred to as " Maker " or the " Company "), for value received, hereby promises to pay to Jacques Mot (the " Payee "), or his assigns, on demand, the aggregate principal amount of Seven Hundred Fifty Three Thousand Three Hundred Four and 27/XX Dollars ($753,304.27) in such coin or currency of the United States of America as at the time of payment shall be legal tender therein for the payment of public and private debts, together with accrued interest, compounded annually (calculated on the basis of the actual number of days elapsed over a year of 360 days), from the date hereof on the unpaid balance of such principal amount, at the rate of ten percent (10%) per annum.

This Convertible Promissory Note (this “ Note ”) was issued pursuant to a Debt Exchange Agreement among the Company, the Payee and the Company's wholly owned subsidiary , New Generation Plastic, Inc. (" NGP ") dated of even date herewith (as amended, restated or modified from time to time, the “ Debt Exchange Agreement ”).

The principal of and interest on this Note shall be payable by wire transfer of immediately available funds to the account of the Payee of this Note at such banking institution as such Payee designates or, if requested by such Payee, by certified or official bank check payable to the Payee of this Note mailed to such Payee at the address of such Payee as set forth in the Debt Exchange Agreement or such other address as shall be designated in writing by the Payee to the Company.

The outstanding principal and interest under this Note shall be convertible at the option of the Payee at any time after the date of this Note, into: (i) shares of the Company's Series A Preferred Stock, par value $0.001 per share (" NGH Preferred Stock ") at a conversion price equal to $1.507 per share; or (ii) shares of NGP's Series A Preferred Stock, par value $0.001 per share (" NGP Preferred Stock " and collectively, with the NGH Preferred Stock, " Preferred Stock ") at a conversion price equal to $1.507 per share, subject to the satisfaction of the conditions set forth in Section 2 of the Debt Conversion Agreement. As soon as possible after a conversion has been effected (but in any event within ten (10) days after the surrender of this Note), Maker will (or will cause NGP, as applicable) to deliver to Payee a certificate or certificates representing the number of shares of Preferred Stock issuable by reason of such conversion in such name or names and such denomination or denominations as Payee has specified, together with payment in lieu of any fraction of a share. Payee shall reserve and keep available for issuance (and shall cause NGP to reserve and keep available for issuance) upon the conversion of the Note such number of its authorized but unissued shares of Preferred Stock, as applicable, as will be sufficient to permit the conversion in full of all amounts outstanding under this Note and such shares of Common Stock as will be sufficient to permit the conversion in full of all such Preferred Stock issued upon conversion of this Note, and upon such issuance such shares of Preferred Stock and/or Common Stock will be validly issued, fully paid and nonassessable.

Any of the following events shall constitute an “ Event of Default ” under this Note:

1.      all or any part of the principal or interest on the Note is not paid when due and payable;

2.      failure of the Maker to observe or perform in any material respect any covenant or agreement of the Maker in this Note or the Debt Exchange Agreement (which failure continues for a period of ten (10) days af