DEBT
      EXCHANGE AGREEMENT

    


    DEBT
      EXCHANGE AGREEMENT
      (this
      "Agreement"),
      dated
      as of December 31, 2007, by and between NEW
      GENERATION HOLDINGS, INC.,
      a
      Delaware corporation (“NGH”),
      and
JACQUES
      MOT,
      the
      Chief Executive Officer of NGH ("JM").

     

    WITNESSETH:

     

    WHEREAS,
      NGH is
      indebted to JM in the amount of $207,429 representing all outstanding cash
      advances made to NGH by JM through December 31, 2007 (the “NGH
      Debt”);
      

     

    WHEREAS,
      on
      February 20, 2007, NGH completed the spin-off to NGH stockholders of its 94%
      ownership interest in Plastinum Polymer Technologies Corp. (“Plastinum”)
      and
      since such date has been dormant with no business activities; 

     

    WHEREAS,
      through
      the efforts of JM and the use of the NGH Debt, NGH has maintained its status
      as
      a public company whose shares are quoted on the Over-the Counter Bulletin Board
      and has timely made all filings with the Securities and Exchange Commission
      required to keep NGH current with its filing obligations under U.S. securities
      laws;

     

    WHEREAS,
      in
      order to recognize the significant efforts of JM in maintaining the public
      company status of NGH and maintaining NGH current with its reporting obligations
      under U.S. securities laws, NGH desires to reward JM with an increased equity
      stake in NGH by exchanging the NGH Debt owed to JM for shares of NGH Preferred
      Stock, upon the terms and subject to the conditions set forth in this
      Agreement.

     

    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

        
          

        

      

      
        
        

      

    

    1. EXCHANGE
      OF DEBT; ISSUANCE OF PREFERRED STOCK.
       The
      parties agree that, upon the execution and delivery of this Agreement, NGH
      will
      issue JM 91,081 shares of Series B Preferred Stock, par value $.001 per share,
      of NGH, and that upon such issuance of 91,081 shares of NGH Series B Preferred
      Stock, the NGH Debt owed to JM shall be deemed satisfied in full with no further
      obligation from NGH to JM. 

     

     

    2. REPRESENTATIONS
      AND WARRANTIES OF THE PARTIES; COVENANTS. 

     

    (a) NGH
      represents and warrants that the NGH Debt owed to JM is a valid debt not subject
      to offset or counterclaim of any nature. NGH represents and warrants that this
      Agreement has been duly authorized by its Board of Directors, including its
      Independent Director, and that this Agreement is binding and enforceable against
      it in accordance with its terms. In addition, NGH represents and warrants that
      the shares of NGH Preferred Stock to be issued to JM hereunder will be fully
      paid, validly issued and non-assessable. JM represents that this Agreement
      is
      binding and enforceable against him in accordance with its terms.

     

    (b) Upon
      execution hereof, NGH shall promptly file documents or instruments necessary
      or
      appropriate to adopt Preferred Stock terms substantially in the form of Exhibit
      A attached hereto. NGH covenants and agrees to submit this Agreement to its
      stockholders for ratification at its next stockholders meeting.

     

    3. LAW
      APPLICABLE. This
      Agreement shall be governed by and construed pursuant to the laws of Delaware
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of Delaware or any other jurisdiction) that would cause
      the application of the laws of any jurisdiction other than the State of
      Delaware. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    4. 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. 

     

    5.
       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.

     

    6. ENTIRE
      AGREEMENT; AMENDMENT.
      This
      Agreement constitutes the entire agreement between the parties and supersedes
      all prior understandings or agreements, whether written or oral, with respect
      to
      the subject matter hereof. No amendment or modification of this Agreement shall
      be valid unless it is in writing and signed by each party.

     

    7.
       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.

     

    [Remainder
      of Page Intentionally Left Blank]

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

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

     

     

    
      	 	
              NEW
                GENERATION HOLDINGS, INC.

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Marcel
                Rokegem

            
	 	
              Name:

            	
              Marcel
                Rokegem

            
	 	
              Title:

            	
              Director

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
                /s/
                Jacques Mot

            
	 	
              JACQUES
                MOT

            


    

    


    


    


    


    
 

    


    [Signature
      page to Debt Exchange Agreement]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Exhibit
      A

    Form
      of Preferred Stock Terms 

    


    Section
      II. Preferred
      Stock.  
      The designation of the series of Preferred Stock created hereby is Series B
      Preferred Stock and the number of shares constituting such series is Ninety
      One
      Thousand Eighty One (91,081) (the "Series
      B Preferred Stock"
      or the
      "Preferred
      Stock").
      The
      powers, privileges, preferences, rights, restrictions of, and other matters
      relating to the Series B Preferred Stock, are as follows:

    


    1. Dividends.

    


    The
      holders of the Series B Preferred Stock shall not be entitled to receive
      dividends. 

    


    2. Liquidation
      Preference.

    


    (a) In
      the
      event of any liquidation, dissolution, Deemed Liquidation (as hereinafter
      defined) or winding up of the Corporation, whether voluntary or involuntary
      (a
“Liquidation
      Event”),
      the
      holders of the Series B Preferred Stock, shall be entitled to receive, prior
      and
      in preference to any distribution of any of the assets, capital or surplus
      funds
      of the Corporation to the holders of the Company's Common Stock, an amount
      per
      share equal to $2.27741
      per
      share Preferred Stock (as adjusted for any stock dividends, combinations, splits
      or the like with respect to such share) (the “Series
      B Liquidation Preference”)
      If
      upon the occurrence of a Liquidation Event, (i) the assets, capital and funds
      thus distributed among the holders of the Series B Preferred Stock shall be
      insufficient to permit the payment to such holders of the full Series B
      Liquidation Preference, then the entire assets and funds of the Corporation
      legally available for distribution shall be distributed ratably among the
      holders of the Series B Preferred Stock in proportion to the aggregate Series
      B
      Liquidation Preference each such holder is otherwise entitled to receive or
      (ii)
      after payment to the holders of the Series B Preferred Stock their full Series
      B
      Liquidation Preference there shall remain assets, capital or funds of the
      Corporation legally available for distribution to the holders of the
      Corporation’s Common Stock, then unless the assets of the Corporation are not
      being liquidated in connection with such Liquidation Event, the holders of
      the
      Series B Preferred Stock shall be entitled to receive a distribution of such
      remaining assets, capital or funds ratably with the holders of the Common Stock
      as if such Series B Preferred Stock had been converted into Common
      Stock.

    


    (b) A
      “Deemed
      Liquidation”
shall
      mean (A) the acquisition of the Corporation by another entity or the acquisition
      of another entity by the Corporation by means of any transaction or series
      of
      related transactions (including, without limitation, any reorganization, merger,
      or consolidation other than any merger effected exclusively for the purpose
      of
      changing the domicile of the Corporation) or a sale of all or substantially
      all
      of the assets of the Corporation unless, in the case of any such transaction,
      series of transactions or sale, the Corporation’s stockholders of record as
      constituted immediately prior to such transaction, series of transactions or
      sale shall, immediately after such transaction, series of transactions or sale
      (by virtue of securities issued as consideration for the Corporation’s
      securities or otherwise) hold more than 50% of the voting power and economic
      interest of the surviving or (in the case of a sale of all or substantially
      all
      of the assets of the Corporation) acquiring entity in the same proportions
      among
      such stockholders as held by them, and with the same relative powers,
      privileges, preferences, rights and restrictions as among themselves and as
      against the Corporation as, immediately prior to such transaction, series of
      transactions or sale, or (B) a transaction or series of transactions in which
      a
      person or group of persons (as defined in Rule 13d-5(b)(1) of the Securities
      Exchange Act of 1934, as amended (the “Exchange
      Act”))
      acquires or following which has acquired beneficial ownership (as determined
      in
      accordance with Rule 13d-3 of the Exchange Act) of 50% or more of the voting
      power or economic interest of the Corporation.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (c) In
      the
      event of any Deemed Liquidation, if the consideration received is other than
      cash, its value shall be deemed to be its Current Market Price (as such term
      is
      defined herein). The consideration to be received by the holders of Series
      B
      Preferred Stock in any such transaction shall be of the same type (cash,
      securities or other property) and in the same proportion, as is payable to
      holders of Common Stock as a result of the transaction unless the holders of
      a
      majority of the outstanding shares of Series B Preferred Stock consent
      otherwise.

    


    (d) The
      Corporation shall give each holder of record of Series B Preferred Stock written
      notice of an impending Liquidation Event not later than thirty (30) days prior
      to the stockholders’ meeting called to approve such transaction, or thirty (30)
      days prior to the consummation of such transaction, whichever is earlier, and
      shall also notify such holders in writing of the final approval of such
      Liquidation Event. The initial notice shall describe the material terms and
      conditions of the impending Liquidation Event and the provisions of this Section
      II.2, and the Corporation shall thereafter give such holders prompt notice
      of
      any material changes. The Liquidation Event shall not be consummated sooner
      than
      the later of thirty (30) days after the Corporation has given the first notice
      provided for herein or ten (10) days after the Corporation has given notice
      of
      any material changes to such impending transaction; provided,
      however,
      that
      such periods may be shortened upon the written consent of the holders of at
      least 67% of the Series B Preferred Stock.

    


    (e) Notwithstanding
      the foregoing, in the event of any Liquidation Event, each holder of Series
      B
      Preferred Stock shall be entitled to receive the amount such holder would have
      received under Section II.2(a).

    


    (f) Except
      as
      provided in Section II.2(c) with respect to a Deemed Liquidation, any amounts
      payable to the holders of the Series B Preferred Stock this Section II.2 shall
      be payable in cash.

    


    (g) 
      For
      purposes hereof, the “Current
      Market Price”
of
      any
      asset other than cash means:

     

    (i) in
      the
      case of a publicly traded security, the average of the daily closing prices
      for
      such security for the 20 consecutive business days commencing 20 business days
      before the date of determination, in which case the closing price for each
      day
      shall be (x) the last reported sales price regular way or, in case no such
      reported sale takes place on such day, the average of the reported closing
      bid
      and asked prices regular way, in either case on the principal national
      securities exchange on which such security is listed or admitted to trading,
      or
      (y) if not listed or admitted to trading on any national securities exchange,
      the average of the highest reported bid and lowest reported asked prices as
      furnished by the National Association of Securities Dealers, Inc.’s Automated
      Quotation System, or the nearest comparable system; provided
      that in
      the event that the security for which the Current Market Price is to be
      determined is subject to any restriction on free marketability, then the method
      of valuation of such security shall be to take an appropriate discount from
      the
      Current Market Price as determined above to reflect the approximate fair market
      value thereof and if the holders of a majority of the Series B Preferred Stock
      shall object to the amount of such discount, such objection shall be resolved
      by
      an independent appraiser as provided in (ii) below and such appraiser’s
      determination of value shall be final, conclusive and binding on the Company
      and
      the holders of Series B Preferred Stock; and

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (ii) in
      the
      case of any other asset, as determined in good faith by the Board of Directors;
      provided
      that if
      the holders of a majority of the outstanding Series B Preferred Stock object
      to
      such determination by the Board of Directors, the Board of Directors shall
      retain an independent appraiser reasonably satisfactory to such holders and
      such
      appraiser’s determination of value shall be final, conclusive and binding on the
      Company and the holders of Series B Preferred Stock. 

    


    3. Redemption.

    


    The
      Series B Preferred Stock shall not have any redemption or similar
      rights.

    


    4. Voting
      Rights.

    


    Each
      holder of shares of Series B Preferred Stock shall be entitled to the number
      of
      votes equal to the number of shares of Common Stock into which such shares
      of
      Series B Preferred Stock may then be converted and shall have voting rights
      and
      powers equal to the voting rights and powers of the Common Stock (except as
      otherwise expressly provided herein or as required by law, voting together
      with
      the Common Stock as a single class) and shall be entitled to notice of any
      stockholders’ meeting in accordance with the By-Laws of the Corporation.
      Fractional votes shall not, however, be permitted and any fractional voting
      rights shall be rounded upward to the nearest whole number. For avoidance of
      doubt, each reference herein to a percentage or other amount of shares of Series
      B Preferred Stock, the holders of which are entitled to consent rights, approval
      rights or other rights, shall be deemed to refer to such percentage or other
      amount of the voting power of such shares determined as provided
      above.

    


    5.
       Conversion.

    


    (a)
      The
      holders of the Series B Preferred Stock shall have conversion rights as
      follows:

    


    (i)
      Each
      share of Series B Preferred Stock shall be convertible, at the option of the
      holder thereof, at any time and from time to time into the number of fully
      paid
      and non-assessable shares of Common Stock of the Corporation as is determined
      by
      dividing $1.00
      by the
      Conversion Price in effect at the time of conversion; provided, that in no
      event
      shall the Series B Preferred Stock convert to an amount of Common Stock which
      when added to the existing outstanding Common Stock will exceed the amount
      of
      Common Stock authorized by the Company's Certificate of Incorporation. The
      Conversion Price at which shares of Common Stock shall be deliverable upon
      conversion of the Series B Preferred Stock shall initially be $.0001
      per
      share
      (as adjusted for any stock dividends, combinations, splits or the like with
      respect to the Series B Preferred Stock). A holder of the Series B Preferred
      Stock may convert any or all of its shares at any time in accordance with this
      Section II.5.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (ii) Each
      share of Series B Preferred Stock shall automatically be converted into shares
      of Common Stock at the then effective Conversion Price upon the approval and
      filing of an amendment to the Corporation’s Amended and Restated Certificate of
      Incorporation providing for a 1-for-10 reverse stock split increasing the number
      of authorized but unissued shares of Common Stock to permit the conversion
      of
      all outstanding shares of Series B Preferred Stock (the “Amendment”).
      In
      the case of any conversion pursuant to this Section II.5(a)(ii), the person
      or
      persons entitled to receive the shares of Common Stock issuable upon such
      conversion shall be treated for all purposes as the record holder or holders
      of
      such shares of Common Stock as of the filing date of the Amendment, regardless
      of whether the shares of Series B Preferred Stock have been surrendered as
      of
      such date.

    


    (b) A
      holder
      of Series B Preferred Stock who elects to convert such shares into shares of
      Common Stock, shall surrender the certificate or certificates representing
      such
      shares of Series B Preferred Stock at the principal United States office of
      the
      Corporation, together with written notice that such holder elects to convert
      all
      or any number of the shares of the Series B Preferred Stock represented by
      such
      certificate or certificates. Such notice shall state such holder’s name or the
      names of the nominees in which such holder wishes the certificate or
      certificates for shares of Common Stock to be issued. If required by the
      Corporation, certificates surrendered for conversion shall be endorsed or
      accompanied by a written instrument or instruments of transfer, in form
      satisfactory to the Corporation, duly executed by the registered holder or
      its
      attorney duly authorized in writing. The date of receipt of such certificates
      and notice by the transfer agent is referred to herein as the “Conversion
      Date”.
      The
      Corporation shall, as soon as practicable after the Conversion Date, issue
      and
      deliver to such holder, or to its nominee, at such holder’s address as shown in
      the records of the Corporation, a certificate or certificates for the number
      of
      whole shares of Common Stock issuable upon such conversion in accordance with
      the provisions hereof, together with cash in lieu of any fractional shares,
      after aggregating all fractional shares as to which a holder shall have elected
      conversion. If less than all of the shares of Series B Preferred Stock
      represented by a stock certificate are converted into shares of Common Stock,
      the Corporation shall issue a new stock certificate in the amount of the shares
      not so converted. 

    


    (c) No
      fractional shares of Common Stock shall be issued upon conversion of shares
      of
      Series B Preferred Stock and, after aggregating all fractional shares as to
      which a holder shall have elected conversion, any remaining fractional share
      to
      which the holder would otherwise be entitled shall be rounded up to the nearest
      whole number.

    


    (d) The
      Corporation shall at all times when any shares of the Series B Preferred Stock
      shall be outstanding, reserve and keep available out of its authorized but
      unissued stock, for the purpose of effecting the conversion of the Series B
      Preferred Stock such number of its duly authorized shares of Common Stock as
      shall from time to time be sufficient to effect the conversion of all
      outstanding shares of Series B Preferred Stock.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (e) All
      shares of Series B Preferred Stock which shall have been surrendered for
      conversion as herein provided shall no longer be deemed to be outstanding,
      and
      all rights with respect to such shares shall immediately cease and terminate
      on
      the applicable Conversion Date, except only the right of the holders thereof
      to
      receive shares of Common Stock in exchange therefor and the payment of any
      declared and unpaid dividends thereon. On the Conversion Date, the shares of
      Common Stock issuable upon such conversion shall be deemed to be outstanding,
      and the holder thereof shall be entitled to exercise and enjoy all rights with
      respect to such shares of Common Stock. All shares of Series B Preferred Stock,
      tendered for conversion shall, from and after the applicable Conversion Date,
      be
      deemed to have been retired and cancelled and shall not be reissued as Preferred
      Stock, and the Corporation may thereafter take such appropriate action as may
      be
      necessary to reduce accordingly the authorized number of shares of Preferred
      Stock.

    


    (f) 
      The term
“Conversion
      Price”
shall
      mean, as of any time, the Conversion Price of the Series B Preferred Stock
      as
      applicable at that time, as specified in paragraph (a) of this Section II.5
      in
      case no adjustment shall have been required, or such Conversion Price as
      adjusted and further adjusted pursuant to this paragraph (f) of this Section
      II.5, as the case may be.

    


    (1) If
      at any
      time the Corporation shall issue any shares of Common Stock or any Convertible
      Securities, Rights or Related Rights (each as herein defined) (such Convertible
      Securities, Rights or Related Rights being hereinafter referred to collectively
      as “Securities”)
      (other
      than a dividend or other distribution payable solely in Common Stock or such
      Securities) for a consideration per share of Common Stock (the consideration
      in
      each case to be determined in the manner provided in subparagraph (2) below)
      less than the Conversion Price in effect immediately prior to the issuance
      of
      such Common Stock or Securities, then the Conversion Price in effect immediately
      prior to each such issuance shall forthwith be reduced to a new Conversion
      Price
      equal to the lowest amount of consideration per share of Common Stock (to be
      determined in the manner provided in subparagraph (2) below) paid for such
      Common Stock or Securities.

    


    (2) For
      the
      purpose of any adjustment of the Conversion Price pursuant to this paragraph
      (f)
      of this Section II.5, the following provisions shall be applicable:

    


    (a) If
      the
      Corporation shall effect a subdivision of the outstanding Common Stock, the
      Conversion Price then in effect immediately before such subdivision shall be
      proportionately decreased. If the Corporation shall combine the outstanding
      shares of Common Stock, the Conversion Price then in effect immediately before
      the combination shall be proportionately increased. If the Corporation shall
      make or issue a dividend or other distribution payable in securities, then
      and
      in each such event provision shall be made so that the holders of shares of
      the
      Series B Preferred Stock shall receive upon conversion thereof in addition
      to
      the number of shares of Common Stock receivable thereupon, the amount of
      securities that they would have received had their Series B Preferred Stock
      been
      converted into Common Stock on the date of such event and had they thereafter
      during the period from the date of such event to and including the Conversion
      Date, retained such securities receivable by them as aforesaid during such
      period giving effect to all adjustments called for during such period under
      this
      paragraph with respect to the rights of the holders of the Series B Preferred
      Stock. If the Corporation shall reclassify its Common Stock (including any
      reclassification in connection with a consolidation or merger in which the
      Corporation is the surviving corporation), then and in each such event provision
      shall be made so that the holders of Series B Preferred Stock shall receive
      upon
      conversion thereof, the amount of such reclassified Common Stock that they
      would
      have received had their Series B Preferred Stock been converted into Common
      Stock immediately prior to such reclassification and had they thereafter during
      the period from the date of such event to and including the Conversion Date,
      retained such reclassified Common Stock giving effect to all adjustments called
      for during such period under this paragraph with respect to the rights of these
      holders of the Series B Preferred Stock.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (b) Whenever
      the Conversion Price shall be adjusted as provided in this Section II.5, the
      Corporation shall forthwith provide notice of such adjustment to each holder
      of
      shares of the Series B Preferred Stock, a statement, certified by the chief
      financial officer of the Corporation, showing in detail the facts requiring
      such
      adjustment and the Conversion Price that shall be in effect after such
      adjustment. The Corporation shall send such notice and statement by first class
      mail, postage prepaid, to each holder of record of Series B Preferred Stock
      at
      such holder’s address as shown in the records of the Corporation.

    


    (c) If
      a
      state of facts shall occur which, without being specifically controlled by
      the
      provisions of this Section II.5, would not fairly protect the conversion rights
      of the holders of the Series B Preferred Stock in accordance with the essential
      intent and principles of such provisions, then the Board of Directors of the
      Corporation shall make an adjustment in the application of such provisions,
      in
      accordance with such essential intent and principles, so as to protect such
      conversion rights.

    


     

    
      
        
        

      

      
        10