0001144204-05-039066 Sample Contracts

NEW GENERATION HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • December 7th, 2005 • New Generation Holdings Inc • Crude petroleum & natural gas

THIS WARRANT, AND ALL SHARES OF COMMON STOCK ISSUABLE UNDER THIS WARRANT, 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.

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DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • December 7th, 2005 • New Generation Holdings Inc • Crude petroleum & natural gas • Delaware

DEBT EXCHANGE AGREEMENT (this "Agreement"), dated as of December 7, 2005, by and between NEW GENERATION HOLDINGS, INC., a Delaware corporation (“NGH”), NEW GENERATION PLASTIC, INC., a Delaware corporation wholly owned by NGH ("NGP") and JACQUES MOT, the Chief Executive Officer of NGH ("JM").

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