CONSULTING
      AGREEMENT

     

    CONSULTING
      AGREEMENT
      (this
      "Agreement"),
      dated
      as of March 15, 2006, by and between NEW
      GENERATION HOLDINGS, INC.,
      a
      corporation organized and existing under the laws of the State of Delaware
      (the
      "Company")
      and
      the party set forth on Schedule
      I
      attached
      hereto (the “Consultant”).

    


    WITNESSETH:

    


    WHEREAS,
      the
      Consultant has provided certain consulting services to the Company in 2005
      and
      shall continue to do so in 2006; and

    


    WHEREAS,
      the
      Company desires to engage Consultant to continue providing such consulting
      services upon the terms and conditions set forth below and Consultant agrees
      to
      provide such consulting services upon such terms and conditions.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants and agreements contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      to
      be legally bound, hereby agree as follows:

    


    1. 
CONSULTING
      SERVICES. The
      Company hereby engages Consultant to advise the Company regarding strategic
      and
      alternative financing options, upon the terms and subject to the conditions
      set
      forth in this Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. 
TERM.
       This
      Agreement shall commence as of the date first written above and shall continue
      through December 31, 2006. The period during which this Agreement shall be
      in
      effect as provided herein is referred to as the "Consulting
      Term".

     

    3. 
REPRESENTATIONS
      AND WARRANTIES OF CONSULTANT.
      Consultant represents and warrants to the Company that Consultant is free to
      provide the services described herein to the Company as contemplated herein
      and
      has no other written or oral obligations or commitments of any kind or nature
      which would in any way interfere with the services to be provided pursuant
      to
      the terms hereof or the full performance of his obligations hereunder or the
      exercise of his best efforts in his services hereunder or which would otherwise
      pose any conflict of interest.

     

    4. 
CONSULTING
      FEES. As
      consideration for the consulting services rendered to the Company by the
      Consultant, the Company shall issue to Consultant on or before December 31,
      2006, shares and warrants in the Company, or at the Company’s sole option, in
      the Company’s wholly-owned subsidiary New Generation Plastic, Inc. (the
“Subsidiary”),
      in
      the amounts set forth on Schedule
      I, provided
      that the spin-off of the Subsidiary occurs on or before December 31, 2006 as
      contemplated in the Company’s most recent Form 10-QSB filed with the Securities
      and Exchange Commission for the period ending September 30, 2005. The Warrants
      to be issued hereunder shall have an exercise price of $0.35 and shall be in
      the
      form annexed hereto as “Exhibit A”.

    


    
      
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    5. 
CONFIDENTIALITY. Consultant
      agrees that in performing his duties under this Agreement and by virtue of
      the
      relationship of trust and confidence between Consultant and the Company,
      Consultant may obtain certain proprietary knowledge of operations and products
      and other confidential information of the Company which are of a special and
      unique nature and value to the Company. Consultant covenants and agrees that
      he
      will not, at any time, whether during the term of this Agreement or otherwise,
      reveal, divulge or make known to any person or entity or use for his own account
      or the account of others, any proprietary records, data, plans, trade secrets,
      policies, strategies, methods or practices of obtaining or doing business,
      computer programs, know-how or knowledge relating to customers, sales,
      suppliers, market developments, equipment, processes, products or any other
      confidential or proprietary information whatsoever of the Company (the
      "Confidential
      Information"),
      whether or not obtained with knowledge and permission of the Company. Consultant
      further covenants and agrees that Consultant shall retain all Confidential
      Information which he acquires or develops in trust for the sole benefit of
      the
      Company and its successors and assigns. The Consultant agrees that a remedy
      at
      law for any breach of the covenants contained in this Section 5 would be
      inadequate and that the Consultant shall be entitled to seek and obtain a
      temporary and permanent injunction or an order for specific performance of
      such
      covenants without the necessity of proving actual damage to the
      Company.

    


    6. 
LAW
      APPLICABLE. This
      Agreement shall be governed by and construed pursuant to the laws of the State
      of New York, without giving effect to conflicts of laws principles.


    


    
      
        3

      

      
         

        
          

        

      

      
         

      

    

    7. 
NOTICES. Any
      notices required or permitted to be given pursuant to this Agreement shall
      be
      sufficient, if in writing and sent by certified or registered mail, return
      receipt requested, or overnight courier to the following addresses:

     

    
      	
              If
                to Consultant:

            	
              To
                the Address set forth in Schedule I

            
	
              If
                to The Company:

            	
              New
                Generation Holdings, Inc.

            
	 	
              245
                Park Avenue

              39th
                Fl.

            
	 	
              New
                York, New York 10002

            


    

    


    8. 
ASSIGNMENT.
      This
      Agreement may not be assigned by either party without the prior written consent
      of the other party. This Agreement shall inure to the benefit of and be binding
      upon the parties hereto and their respective permitted assignees and/or
      successors in interest.

    


    9. 
SEVERABILITY.
      If any
      provision of this Agreement shall be held to be invalid or unenforceable, and
      is
      not reformed by a court of competent jurisdiction, such invalidity or
      unenforceability shall attach only to such provision and shall not in any way
      affect or render invalid or unenforceable any other provision of this Agreement,
      and this Agreement shall be carried out as if such invalid or unenforceable
      provision were not contained herein. 

    


    10. 
INDEPENDENT
      CONTRACTOR.
      The
      parties agree that the Consultant is an independent contractor for all purposes
      and he shall not hold himself out as an agent, servant or employee of the
      Company. Consultant acknowledges and agrees that the Company is not responsible
      for paying or withholding any taxes associated with Consultant’s engagement
      hereunder and Consultant shall pay all taxes in accordance with applicable
      law.
      Nothing contained herein shall be construed to create any relationship other
      than that of an independent contracting relationship.

    


    
      
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    11. 
NO
      WAIVER.
      A
      waiver of any breach or violation of any term, provision or covenant contained
      herein shall not be deemed a continuing waiver or a waiver of any future or
      past
      breach or violation. No oral waiver shall be binding.

    


    12. 
COUNTERPARTS.
      This
      Agreement may be executed in counterparts, each of which shall be an original,
      but all of which together shall constitute one and the same instrument and
      it
      shall not be necessary in making proof of this agreement to account for all
      such
      counterparts.

     

     

    
      
        5

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      undersigned have hereunto set their hands to this Agreement on the day and
      year
      first above written.

     

    
      	 	
              NEW
                GENERATION HOLDINGS, INC.

            
	 	 
	 	 
	 	
              By:
                /s/ Jacques
                Mot                                
                

            
	 	
              Name: 
                Jacques Mot

            
	 	
              Title:President

            
	 	 
	 	 
	 	 
	 	
              CONSULTANT

            
	 	 
	 	 
	 	
              By:
                /s/ Jan
                Rasschaert                            

            
	 	
              Name: 
                Jan Rasschaert

            
	 	
              Title:
                

            


    

    


    


    


    
      
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    SCHEDULE
      I

    


    


    
      	
               

              Consultant

            	
               

              Shares

            	
               

              Warrants

            
	 	 	 
	
              Jan
                Rasschaert

              Pijlpoelstraat
                31

              B-9260
                Wichelen

            	
              100,400

            	
              100,400

            


    

    


     

    
      
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    “EXHIBIT
      A”

    FORM
      OF WARRANT

    


    


    


    


    


    


    


    


     

    
      
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