IRREVOCABLE
      TRANSFER AGENT INSTRUCTIONS

    


    March
      13,
      2007

    


    


    
      	
              Integrity
                Stock Transfer

            
	
              2920
                N. Green Valley Parkway

            
	
              Building
                5 - Suite 527

            
	
              Henderson,
                NV  89014

            


    

    


    RE: NEWGEN
      TECHNOLOGIES, INC.

    


    Ladies
      and Gentlemen:

     

    Reference
      is made to that certain Securities Purchase Agreement (the “Securities
      Purchase Agreement”)
      of
      even date herewith by and between NewGen Technologies, Inc., a Nevada
      corporation (the “Company”),
      and
      the Buyers set forth on Schedule I attached thereto (collectively the
“Buyers”)
      and
      those certain Pledge and Escrow Agreements (the “Pledge
      Agreements”)
      dated
      January 23, 2006 among the Company, S. Bruce Wunner, Ian Williamson, Cliff
      Hazel
      and Scott Deininger, the Buyers and David Gonzalez, as escrow agent (the
“Escrow
      Agent”).
      Pursuant to the Securities Purchase Agreement, the Company shall sell to the
      Buyers, an the Buyers shall purchase from the Company, convertible debentures
      (collectively, the “Debentures”)
      in the
      aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars
      ($1,250,000), plus accrued interest, which are convertible into shares of the
      Company’s common stock, par value $0.001 per share (the “Common
      Stock”),
      at
      the Buyers discretion. These instructions relate to the following stock or
      proposed stock issuances or transfers:

     

    
      	 	
              1.

            	
              Shares
                of Common Stock to be issued to the Buyers upon conversion of the
                Debentures (“Conversion
                Shares”)
                plus the shares of Common Stock to be issued to the Buyers upon conversion
                of accrued interest and liquidated damages into Common Stock (the
                “Interest
                Shares”).
                

            


    

     

    
      	 	
              2.

            	
              S.
                Bruce Wunner, Ian Williamson and Cliff Hazel, have delivered a stock
                certificates representing 214,916, 5,116,433, and 5,000,000 shares,
                respectively, (the “Escrowed
                Shares”)
                of the Company’s Common Stock, in their respective names, that have been
                delivered to the Escrow Agent pursuant to the Pledge Agreements.
                

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    This
      letter shall serve as our irrevocable authorization and direction to Integrity
      Stock Transfer 
      (the
“Transfer
      Agent”)
      to do
      the following:

     

    
      	 	
              1.

            	
              Conversion
                Shares.
                

            


    

     

    
      	 	
              a.

            	
              Instructions
                Applicable to Transfer Agent.
                With respect to the Conversion Shares and the Interest Shares, the
                Transfer Agent shall issue the Conversion Shares and the Interest
                Shares
                to the Buyers from time to time upon delivery to the Transfer Agent
                of a
                properly completed and duly executed Conversion Notice (the “Conversion
                Notice”)
                in the form attached as Exhibit A to the Debentures, delivered to
                the
                Transfer Agent by the Escrow Agent on behalf of the Company. Upon
                receipt
                of a Conversion Notice the Transfer Agent shall within three (3)
                Trading
                Days thereafter (i) issue and surrender to a common carrier for overnight
                delivery to the address as specified in the Conversion Notice, a
                certificate, registered in the name of the Buyer or its designees,
                for the
                number of shares of Common Stock to which the Buyer shall be entitled
                as
                set forth in the Conversion Notice or (ii) provided the Transfer
                Agent is
                participating in The Depository Trust Company (“DTC”)
                Fast Automated Securities Transfer Program, upon the request of the
                Buyers, credit such aggregate number of shares of Common Stock to
                which
                the Buyers shall be entitled to the Buyer’s or their designees’ balance
                account with DTC through its Deposit Withdrawal At
                Custodian (“DWAC”)
                system provided the Buyer causes its bank or broker to initiate the
                DWAC
                transaction. For purposes hereof “Trading
                Day”
                shall mean any day on which the Nasdaq Market is open for customary
                trading.

            


    

     

    
      	 	
              b.

            	
              The
                Company hereby confirms to the Transfer Agent and the Buyer that
                certificates representing the Conversion Shares shall not bear any
                legend
                restricting transfer and should not be subject to any stop-transfer
                restrictions and shall otherwise be freely transferable on the books
                and
                records of the Company; provided
                that
                counsel to the Company delivers (i) the Notice of Effectiveness set
                forth
                in Exhibit
                I
                attached hereto and (ii) an opinion of counsel in the form set forth
                in
                Exhibit
                II
                attached hereto, and that if the Conversion Shares and the Interest
                Shares
                are not registered for sale under the Securities Act of 1933, as
                amended,
                then the certificates for the Conversion Shares and Interest Shares
                shall
                bear the following legend:

            


    

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
      SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY
      ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
      SAID
      ACT.”


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              c.

            	
              In
                the event that counsel to the Company fails or refuses to render
                an
                opinion as required to issue the Conversion Shares in accordance
                with the
                preceding paragraph (either with or without restrictive legends,
                as
                applicable), then the Company irrevocably and expressly authorizes
                counsel
                to the Buyer to render such opinion. The Transfer Agent shall accept
                and
                be entitled to rely on such opinion for the purposes of issuing the
                Conversion Shares. 

            


    

     

    
      	 	
              d.

            	
              Instructions
                Applicable to Escrow Agent.
                Upon the Escrow Agent’s receipt of a properly completed Conversion Notice
                the Escrow Agent shall, within one (1) Trading Day thereafter, send
                to the
                Transfer Agent the Conversion Notice as the case may be, which shall
                constitute an irrevocable instruction to the Transfer Agent to process
                such Conversion Notice in accordance with the terms of these
                instructions.

            


    

     

    
      	 	
              2.

            	
              Escrowed
                Shares.
                

            


    

     

    
      	 	
              a.

            	
              With
                respect to the Escrowed Shares, upon an event of default as set forth
                in
                the Pledge Agreement, the Escrow Agent shall send written notice
                to the
                Transfer Agent (“Escrow
                Notice”)
                to transfer such number of Escrow Shares as set forth in the Escrow
                Notice
                to the Buyers. Upon receipt of an Escrow Notice and the share certificate
                along with a properly executed stock power, the Transfer Agent shall
                promptly transfer such number of Escrow Shares to the Buyers as shall
                be
                set forth in the Escrow Notice delivered to the Transfer Agent by
                the
                Escrow Agent. Further, the Transfer Agent shall promptly transfer
                such
                shares from the Buyers to any subsequent transferee promptly upon
                receipt
                of written notice from the Buyers or their counsel and the share
                certificate along with a properly executed stock power. If the Escrow
                Shares are not registered for sale under the Securities Act of 1933,
                as
                amended, then the certificates for the Escrow Shares shall bear the
                legend
                set forth in Section 1b.

            


    

     

    
      	 	
              b.

            	
              In
                the event that counsel to the Company fails or refuses to render
                an
                opinion as may be required by the Transfer Agent to affect a transfer
                of
                the Escrow Shares (either with or without restrictive legends, as
                applicable), then the Company irrevocably and expressly authorizes
                counsel
                to the Buyers to render such opinion. The Transfer Agent shall accept
                and
                be entitles to rely on such opinion for the purpose of transferring
                the
                Escrow Shares. 

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              3.

            	
              All
                Shares.

            


    

     

    
      	 	
              a.

            	
              The
                Transfer Agent shall reserve for issuance to the Buyers a minimum
                of
                6,250,000 Conversion Shares. All such shares shall remain in reserve
                with
                the Transfer Agent until the Buyers provides the Transfer Agent
                instructions that the shares or any part of them shall be taken out
                of
                reserve and shall no longer be subject to the terms of these instructions.
                

            


    

     

    
      	 	
              b.

            	
              The
                Company hereby irrevocably appoints the Escrow Agent as a duly authorized
                agent of the Company for the purposes of authorizing the Transfer
                Agent to
                process issuances and transfers specifically contemplated
                herein.

            


    

     

    
      	 	
              c.

            	
              The
                Transfer Agent shall rely exclusively on the Conversion Notice, the
                Escrow
                Notice and shall have no liability for relying on such instructions.
                Any
                Conversion Notice, Escrow Notice delivered hereunder shall constitute
                an
                irrevocable instruction to the Transfer Agent to process such notice
                or
                notices in accordance with the terms thereof. Such notice or notices
                may
                be transmitted to the Transfer Agent by facsimile or any commercially
                reasonable method.

            


    

     

    
      	 	
              d.

            	
              The
                Company hereby confirms to the Transfer Agent and the Buyers that
                no
                instructions other than as contemplated herein will be given to Transfer
                Agent by the Company with respect to the matters referenced herein.
                The
                Company hereby authorizes the Transfer Agent, and the Transfer Agent
                shall
                be obligated, to disregard any contrary instructions received by
                or on
                behalf of the Company.

            


    

     

    Certain
      Notice Regarding the Escrow Agent.
      The
      Company and the Transfer Agent hereby acknowledge that the Escrow Agent is
      general counsel to the Buyers, a partner of the general partner of the Buyers
      and counsel to the Buyers in connection with the transactions contemplated
      and
      referred herein. The Company and the Transfer Agent agree that in the event
      of
      any dispute arising in connection with this Agreement or otherwise in connection
      with any transaction or agreement contemplated and referred herein, the Escrow
      Agent shall be permitted to continue to represent the Buyers and neither the
      Company nor the Transfer Agent will seek to disqualify such
      counsel.

     

    The
      Company hereby agrees that it shall not replace the Transfer Agent as the
      Company’s transfer agent without the prior written consent of the
      Buyers.

     

    Any
      attempt by Transfer Agent to resign as the Company’s transfer agent hereunder
      shall not be effective until such time as the Company provides to the Transfer
      Agent written notice that a suitable replacement has agreed to serve as transfer
      agent and to be bound by the terms and conditions of these Irrevocable Transfer
      Agent Instructions.

     

    The
      Company herby confirms and the Transfer Agent acknowledges that while any
      portion of the Debenture
      remains unpaid and unconverted the Company and the
      Transfer Agent
      shall
      not, without the prior consent of the Buyers, (i) issue any Common Stock or
      Preferred Stock without consideration or for a consideration per share less
      than
      closing bid price determined immediately prior to its issuance, (ii) issue
      any Preferred Stock, warrant, option, right, contract, call, or other security
      or instrument granting the holder thereof the right to acquire Common Stock
      without consideration or for a consideration per share less than the closing
      bid
      price of the Common Stock determined immediately prior to its issuance,
(iii)
      issue any S-8
      shares in excess of
      an
      aggregate amount great than twenty percent (20%) of the outstanding shares
      of
      the Company’s Common Stock on the date hereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     The
      Company and the Transfer Agent hereby acknowledge and confirm that complying
      with the terms of this Agreement does not and shall not prohibit the Transfer
      Agent from satisfying any and all fiduciary responsibilities and duties it
      may
      owe to the Company.

     

    The
      Company and the Transfer Agent acknowledge that the Buyers is relying on the
      representations and covenants made by the Company and the Transfer Agent
      hereunder and are a material inducement to the Buyers purchasing convertible
      debentures under the Securities Purchase Agreement. The Company and the Transfer
      Agent further acknowledge that without such representations and covenants of
      the
      Company and the Transfer Agent made hereunder, the Buyers would not purchase
      the
      Debentures.

     

    Each
      party hereto specifically acknowledges and agrees that in the event of a breach
      or threatened breach by a party hereto of any provision hereof, the Buyers
      will
      be irreparably damaged and that damages at law would be an inadequate remedy
      if
      these Irrevocable Transfer Agent Instructions were not specifically enforced.
      Therefore, in the event of a breach or threatened breach by a party hereto,
      including, without limitation, the attempted termination of the agency
      relationship created by this instrument, the Buyers shall be entitled, in
      addition to all other rights or remedies, to an injunction restraining such
      breach, without being required to show any actual damage or to post any bond
      or
      other security, and/or to a decree for specific performance of the provisions
      of
      these Irrevocable Transfer Agent Instructions.

    


     

     

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    IN
      WITNESS WHEREOF,
      the
      parties have caused this letter agreement regarding Irrevocable Transfer Agent
      Instructions to be duly executed and delivered as of the date first written
      above.

    
      	 	 	 
	 	 	
              COMPANY:

            
	 	 	 
	 	 	
              NewGen
                Technologies, Inc.

            
	 
 	 
 	 
 
	 	 	By: 
	 	
              

              Name: S.
                Bruce Wunner

            
	 	Title: 
Vice
              Chairman and Chief Executive Officer 
	 	 
	 	 
	 	
              

              David
                Gonzalez, Esq.

            


    

     

    
      	 	 	 	 
	By: __________________________________	 	 	 
	Name:
              ________________________________	 	 	
            
	Title:
              _________________________________