SETTLEMENT
      AGREEMENT

    


    This
      SETTLEMENT AGREEMENT (this "Agreement") is entered into by and between Titan
      Global Holdings, Inc. (“Titan”), Frank Crivello (“Crivello”), and NewGen
      Technologies, Inc. (“NewGen”) (collectively, the “Parties”).

    


    RECITALS

    


    The
      following introductory provisions are true and correct and form the basis of
      this Agreement:

    


    A.
       NewGen
      is
      a Nevada corporation with its principal place of business in North
      Carolina.

    


    B. Titan
      is
      a Utah corporation with its principal place of business in Texas.

    


    C. Crivello
      is an individual residing in the State of Florida.

    


    D. Appalachian
      Oil Company, Inc. (“APPCO”) is a Tennessee corporation with its principal place
      of business in Tennessee.

    


    E. On
      June
      7, 2006, NewGen executed a non-binding letter of intent with APPCO and its
      shareholders. Among other conditions, the letter of intent required NewGen
      to
      secure and evidence a firm commitment to fund its purchase of APPCO before
      completing a definitive agreement with APPCO and its shareholders. 

    


    F. On
      January 16, 2007, NewGen, APPCO and APPCO’s shareholders entered into a Stock
      Purchase Agreement (the “SPA”).

    


    G. Pursuant
      to the SPA, NewGen agreed to pay approximately $30 million for the purchase
      of
      APPCO’s stock.  Subsequent amendments to the SPA extended the closing date
      and required NewGen to close on or before June 7, 2007. 

    


    H. In
      March
      2007, NewGen engaged Crivello as an independent contractor to assist in
      procuring financing to enable NewGen to close on the SPA with APPCO and its
      shareholders.

    


    I. As
      a
      result of the financial condition of both APPCO and NewGen, the institutional
      investor enlisted by Crivello to finance the APPCO acquisition for NewGen
      rejected the funding request in May 2007.

    


    J. To
      date,
      NewGen has been unable to procure the financing necessary to close on the
      amended SPA. 

    


    K. As
      a
      result of NewGen’s inability to procure financing, the SPA, as amended, expired
      by its terms and, on June 7, 2007, APPCO and its shareholders provided written
      notice to NewGen exercising their right to terminate the SPA on June 18,
      2007.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    L. On
      June
      20, 2007, NewGen, through its President, Ian Williamson, made certain demands
      on
      Crivello and Titan with respect to Titan’s and Crivello’s rights relating to
      communications and/or negotiations with APPCO and its shareholders.

    


    M. NewGen
      acknowledges for purposes of entering into, effectuating, and enforcing this
      Agreement that Titan and Crivello owe no duties to NewGen with respect to the
      Appco acquisition or the financing thereof, except as expressly set forth in
      this Agreement.

    


    N. On
      June
      25, 2007, Titan and Crivello filed a lawsuit against NewGen in the United States
      District Court for the Eastern District of Tennessee (the “Lawsuit”) seeking,
inter
      alia,
      a
      declaration of Titan’s and Crivello’s rights relating to APPCO and NewGen. As of
      the date hereof, NewGen has not yet answered such complaint.

    


    O. The
      Parties desire to fully and finally settle, all pending or current disputes
      and
      controversies between them arising out of all dealings prior to the date of
      this
      Agreement in order to avoid the cost, inconvenience and uncertainty of
      litigation.

    


    TERMS
      AND CONDITIONS

    


     NOW
      THEREFORE, the
      Parties, upon the terms and for the consideration set forth herein and other
      good and valuable consideration, the receipt and legal sufficiency of which
      is
      hereby agree as follows:

    


    1. TITAN’S
      EXCLUSIVE RIGHTS TO NEGOTIATE WITH APPCO. Titan
      and
      NewGen agree that Titan shall have the exclusive right (as between the Parties
      hereto) to negotiate a definitive agreement with APPCO and its shareholders
      to
      purchase the outstanding shares of APPCO; provided, however, that if Titan
      materially breaches this Agreement prior to the closing of the acquisition
      of
      APPCO, this paragraph shall be null and void and of no effect.

    


    2. TITAN’S
      RIGHTS AND NEWGEN’S OBLIGATIONS WITH
      RESPECT TO APPCO.
      Titan
      shall have the following rights and NewGen shall have the following obligations;
      provided, however, that if Titan materially breaches this Agreement prior to
      the
      closing of the acquisition of APPCO, this paragraph shall be null and void
      and
      of no effect:

    


    A. Until
      the
      completion of the acquisition of APPCO by Titan, NewGen shall not, and shall
      use
      its best efforts to cause its officers and directors not to, contact or
      communicate with APPCO or its shareholders, except as authorized or directed
      by
      Titan or Crivello or otherwise in furtherance of the negotiation and closing
      of
      Titan’s acquisition of APPCO, including satisfying Titan’s closing
      obligations under this Settlement Agreement.

    


    B. Without
      the need for execution of further documentation, to the fullest extent
      permissible by applicable law, Titan shall immediately become the owner of
      any
      and all rights that NewGen may have (1) relating to APPCO and its shareholders
      including any rights that may exist under any agreements executed by and between
      NewGen, APPCO, and its shareholders; (2) relating to the possible acquisition
      of
      any real estate owned or controlled by APPCO or its shareholders; (3) relating
      to any rights to any refund of or credits for deposits paid by NewGen to APPCO
      or its shareholders under the SPA or its amendments; and (4) relating to any
      due
      diligence materials prepared by NewGen, Price Waterhouse, Skoda-Minotti,
      Wingfield Environmental, Inc., and Baker Botts, LLP.

    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    3. TITAN’S
      REIMBURSEMENT OBLIGATIONS WITH RESPECT TO NEWGEN’S PROFESSIONAL
      ADVISORS.
      Titan
      will reimburse NewGen $800,000 in total in respect of (i) any payments made
      to
      those third-party vendors set forth on Exhibit
      A
      (the
“Service Providers”) and (ii) any other billed, but unpaid amounts owed to such
      Service Providers, representing in each case work relating to and arising out
      of
      NewGen’s proposed acquisition of the outstanding stock in APPCO. For the
      avoidance of doubt, Titan will have no other reimbursement obligations to NewGen
      or to the Service Providers with respect to amounts owed to the Service
      Providers relating to and arising out of NewGen’s proposed acquisition of the
      outstanding stock in APPCO other than this aggregate $800,000 payment (the
      “Service Provider Amount”). NewGen will use commercially reasonable efforts to
      cause the Service Providers to allow Titan to rely upon Service Providers’ work
      product. Titan shall pay NewGen the Service Provider Amount on the following
      payment schedule:

    


    A. Titan
      shall promptly pay NewGen $50,000 by wire transfer on each of the following
      dates (the “Interim Payments”) until such date as Titan closes the definitive
      agreement with APPCO (the “Definitive Agreement”) to purchase the outstanding
      shares of APPCO (or a substantially similar transaction with APPCO) (the
“Closing Date”): (i) Wednesday August 8, 2007; (ii) Wednesday August 15, 2007;
      (iii) Wednesday August 22, 2007; (iv) Wednesday August 29, 2007; (v) Wednesday
      September 5, 2007; (vi) Wednesday September 12, 2007; (vii) Wednesday September
      19, 2007; (viii) Wednesday September 26, 2007; (ix) Wednesday October 3, 2007;
      (x) Wednesday October 10, 2007; and (xi) if the Closing Date shall not yet
      have
      occurred, each Wednesday thereafter until the total Interim Payments made to
      NewGen are equal to the Service Provider Amount.

    


    B. Immediately
      prior to such time as Titan closes the acquisition of APPCO, Titan will pay
      NewGen by wire transfer the remaining unpaid Service Provider Amount
      (i.e.,
      with a
      deduction for any Interim Payments already made to NewGen pursuant to Section
      5A. Titan will cause prior payment of the Service Provider Amount and the
      $500,000 to be paid to NewGen under Sections 5A and 5B below to be closing
      conditions of APPCO’s obligation to close under the Definitive Agreement and
      shall permit NewGen’s counsel to verify the inclusion of such a closing
      condition in the Definitive Agreement.

    


    4. NEWGEN’S
      GRANT OF WARRANTS TO TITAN.
      Immediately upon the payment of the amounts set forth in Section 3 above, NewGen
      shall execute and deliver to Titan a warrant document that is reasonably
      satisfactory in form and substance to Titan, pursuant to which NewGen grants
      to
      Titan warrants to acquire 2.5 million shares of NewGen common stock, $0.001
      par
      value per share (“NewGen Commmon”).  The warrant exercise price shall be
      $0.35 per share and all warrants shall be fully vested upon execution and
      delivery of the warrant document.  The warrant document shall contain
      customary provisions authorizing cashless exercise of the warrants and shall
      provide that the warrants remain in effect (to the extent not previously
      exercised) for a period of seven years.  Prior to execution and delivery of
      the warrant document to Titan the Board of Directors of NewGen shall authorize
      said grant of warrants and the issuance of shares of NewGen Common upon exercise
      of the warrants, and shall reserve sufficient shares of Common Stock to issue
      the shares covered by the warrant document, upon exercise.

    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    5. TITAN’S
      OBLIGATIONS UPON CLOSING OF TRANSACTION WITH APPCO.

    


    A. APPCO
      and
      Titan acknowledge that Titan is entering into a Definitive Agreement with APPCO
      that gives Titan credit for the deposits made by NewGen to APPCO under the
      SPA
      or its amendments. Upon the execution of such Definitive Agreement by Titan
      and
      Appco, Titan will promptly pay NewGen $250,000 by wire transfer in respect
      of a
      deposit previously paid by NewGen to APPCO and credited to Titan.

    B. Following
      the execution of such Definitive Agreement by Titan and Appco and in no event
      later than August 1, 2007, Titan will promptly pay NewGen a further $250,000
      by
      wire transfer in respect of a deposit previously paid by NewGen to APPCO and
      credited to Titan.

    


    C. On
      the
      Closing Date, Titan will enter into a consulting agreement with NewGen relating
      to APPCO simultaneously with the consummation of the acquisition of APPCO.
      The
      consulting agreement will provide for (i) monthly payments of $50,000, with
      annual Consumer Price Index increases, and (ii) reimbursement of all business
      expenses that meet specified criteria (e.g.,
      travel,
      lodging, meals and other expenses) or which expenses are pre-approved by Titan).
      The consulting agreement will provide that either party is permitted to
      terminate such agreement with cause on 30 days' prior notice. In addition,
      Titan
      can terminate NewGen, without cause, upon 30 day's prior notice; provided,
      however, if Titan terminates the consulting agreement without cause during
      the
      first twelve months of the consulting agreement, Titan shall promptly pay NewGen
      liquidated damages in the amount of $300,000 (i.e.,
      six
      months of fees at $50,000 per month). The intended scope of NewGen’s services to
      Titan will include strategic and operational business matters related to APPCO
      as mutually agreed between Titan and NewGen. In addition, Titan will cause
      APPCO
      to enter into a contract with NewGen for a term of 10 years providing Refuel
      America, Inc., with the exclusive right to supply biofuel products to APPCO
      or
      its affiliates at the then prevailing market price for such biofuel products
      at
      the time an order was placed (the "Supply Contract"). Each of APPCO (or its
      affiliates) and Refuel America, Inc., will be permitted to terminate the Supply
      Contract solely with cause upon 60 days' prior notice.

    


    6. RELEASE
      OF ALL CLAIMS BY NEWGEN.
      To the
      fullest extent allowed by law, NewGen hereby fully, finally and completely
      releases, and forever discharges and acquits Titan, Crivello, and their past,
      present, and future successors, affiliates, representatives, executors,
      administrators, officers, directors, shareholders, partners, servants,
      attorneys, employees, agents, purchasers, assigns and insurers (the “Released
      Titan Parties”), of and from any and all demands, claims, obligations, actions,
      causes of action, suits and controversies accruing prior to the effective date
      of this Agreement that NewGen has or may have against the Released Titan
      Parties. For the avoidance of doubt, all payments to be made by Titan to NewGen
      under this Agreement, including but not limited to the Service Provider Amount,
      shall be made directly to NewGen and not to any third parties unless such
      payments are authorized to be so made in writing by at least two authorized
      officers of NewGen prior to the date of such payment.

    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    7. RELEASE
      OF ALL CLAIMS BY TITAN AND CRIVELLO.
      To the
      fullest extent allowed by law, Titan and Crivello fully, finally and completely
      release, and forever discharge and acquit NewGen and its past, present, and
      future successors, affiliates, representatives, executors, administrators,
      officers, directors, shareholders, partners, servants, attorneys, employees,
      agents, purchasers, assigns and insurers (the “Released NewGen Parties”), of and
      from any and all demands, claims, obligations, actions, causes of action, suits
      and controversies accruing prior to the effective date of this Agreement that
      Titan and Crivello (or their respective affiliates) has or may have against
      the
      Released NewGen Parties; provided, however, nothing herein shall constitute
      a
      release of any claims that Crivello has or may have solely in his capacity
      as a
      shareholder of NewGen.

    


    8. SOLE
      OWNERS OF CLAIMS.
      To the
      fullest extent permitted by law and public policy, the
      Parties represent and warrant that they are the only persons who are entitled
      to
      any recovery for any cause whatsoever for damages, expenses, or losses incurred
      as a result of the circumstances that are made the basis of this Agreement.
      To
      the
      fullest extent permitted by law and public policy, the Parties represent and
      warrant that they have not assigned or transferred all or part of the claims,
      demands, actions, or causes of action arising from or in any way relating to
      the
      circumstances and conditions that are made the basis of this action, to any
      person, firm, or corporation. To the fullest extent permitted by law and public
      policy, the Parties represent and warrant that they are the full and sole owners
      of the claims, demands, actions, or causes of action arising from or in any
      way
      relating to the circumstances and conditions that are made the basis of this
      Agreement.

    


    9. TERMS.
      The
      Parties agree that the releases and agreements set forth herein are good,
      valuable and valid consideration for this Agreement, failure of which shall
      constitute a breach of this Agreement for which damages and specific performance
      may be sought. Time is of the essence.

    


    10. NO
      ADMISSIONS.
      It is
      expressly understood and agreed that the Parties have entered into this
      Agreement to settle the disputes and controversies referenced herein and the
      Parties do not admit liability of any type for any claim asserted or which
      could
      have been asserted, but instead each deny any and all liability on each and
      every claim which has been or which could have been asserted. The purpose of
      this Agreement is to avoid the risks, costs, and burdens of further litigation
      and is an alternative means of resolving the differences between the Parties.
      To
      that end, this Agreement shall not be admissible in any judicial, administrative
      or other proceeding or cause of action as an admission of liability by the
      Parties hereto.

    


    11. DISMISSAL
      OF THE LAWSUIT.
      Within
      three business days of the full execution of this Agreement, Titan and Crivello
      shall file a Stipulation of Dismissal of the Lawsuit in accordance with Rule
      41(a)(1) of the Federal Rules of Civil Procedure.

    


    12. ENTIRE
      AGREEMENT.
      This
      Agreement contains the entire agreement among the Parties relating to the
      pending or current disputes and controversies between the parties arising from
      the Wholesale Agreement and supersedes any and all other negotiations,
      representations, understandings and agreements relating to those disputes and
      controversies. All prior and contemporaneous negotiations, understandings and
      agreements between the Parties relating to those disputes and controversies
      are
      deemed abandoned and waived to the extent that they are not stated in this
      Agreement. This Agreement may be amended only by a written agreement signed
      by
      each party, and a breach of this Agreement may be waived only by a written
      waiver signed by the party granting the waiver. The waiver of any breach of
      this
      Agreement shall not operate or be construed as a waiver of any other similar,
      prior or subsequent breach of this Agreement.

    


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    13. REPRESENTATIONS
      AND WARRANTIES.
      As a
      material inducement to enter into this Agreement, each party represents and
      warrants that at the signing of this Agreement and delivery of any documents
      hereunder:

    


    
      	 	
              A.

            	
              it
                has been fully informed of the terms and conditions of this Agreement
                and
                has done all investigation deemed necessary prior to execution;
                

            


    

    


    
      	 	
              B.

            	
              no
                threat, promise or representation of any kind has been made to it
                by any
                other party hereto or anyone acting on behalf of any party hereto,
                except
                as is expressly stated in this Agreement;


            


    

    


    
      	 	
              C.

            	
              it
                has been represented by counsel of its choosing in connection with
                the
                negotiations and execution of the
                Agreement;

            


    

    


    
      	 	
              D.

            	
              each
                party has the sole right and exclusive authority to execute this
                Agreement
                on its behalf and receive the monies and credits set forth
                herein;

            


    

    


    
      	 	
              E.

            	
              the
                person executing this Agreement on behalf of each party is fully
                competent
                and authorized to execute this Agreement on behalf of the party,
                and
                his/her signature set forth on this Agreement is genuine and binding;
                and

            


    

    


    
      	 	
              F.

            	
              this
                Agreement and all other documents delivered in connection with this
                Agreement have been or will be duly executed and delivered by such
                party
                and are valid and binding agreements and are enforceable in accordance
                with their terms.

            


    

    


    14. ATTORNEY’S
      FEES AND COSTS. With
      respect to the drafting of this Agreement, all attorney’s fees and costs will be
      borne by the party incurring same.
      However, to the extent that either party files a lawsuit to enforce or interpret
      the provisions of this Agreement, the prevailing party in that lawsuit shall
      be
      entitled to recover its attorney’s fees and costs. 

    


    15. BINDING
      EFFECT.
      The
      terms hereof are contractual and not merely recitals. All agreements,
      representations, covenants, terms and conditions of this Agreement shall survive
      its execution and be fully binding upon the Parties, and their respective heirs,
      personal representatives, successors and assigns.

    


    16. SEVERABILITY.
      In the
      event that any one or more of the provisions contained in this Agreement shall,
      for any reason, be held to be invalid, illegal or unenforceable, in any respect,
      such invalidity, illegality or unenforceability shall not affect any of the
      remaining provisions, and this Agreement shall be construed as if such invalid,
      illegal, or unenforceable provision had never been contained herein.


    


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    17. COUNTERPARTS. This
      Agreement may be executed for all purposes in any number of identical
      counterparts, and each party may execute any such counterpart, each of which
      shall be deemed an original for all purposes. A photocopy or facsimile copy
      of
      this Agreement, and any signature to this Agreement, shall be deemed to be
      as
      effective as the original for all purposes. 

    


    18. GOVERNING
      LAW AND EXCLUSIVE JURISDICTION.
      This
      Agreement shall in all respects be governed by, construed and enforced in
      accordance with the laws of the State of Texas, its rules of conflict of laws
      notwithstanding. The parties agree and consent to the exclusive jurisdiction
      of
      the courts of the State of Texas in any suit, action or proceeding seeking
      to
      enforce any provision of, or based on any matter arising out of or in connection
      with, this Agreement. Each party hereby irrevocably consents to the service
      of
      any and all process in any such suit, action or proceeding by registered or
      certified mail addressed and sent to the chief executive officer of such party
      at such party’s main or central office, or in the case of Crivello to the
      following address: 3408 Dover Road Pompano Beach, Florida 33062.

    


    19. HEADINGS. The
      paragraph headings of this Agreement are inserted for convenience of reference
      only and shall not control or affect the meaning, intention, construction or
      effect of the Agreement.

    


    20.
       EFFECTIVE
      DATE.
      The
      Effective Date of this Agreement shall be the date on which the last party
      signs
      it. 

    
 

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    SIGNED and
      EFFECTIVE this 24th day of July, 2007.

     

    
      	 	
              TITAN
                GLOBAL HOLDINGS, INC.

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
              /S/
                David M. Marks

            
	 	 	 
	 	
              Title:

            	
              Chairman

            
	 	 	 


    

    


    
      	 	
              FRANK
                CRIVELLO

            
	 	 
	 	 
	 	 
	 	
              /S/
                Frank Crivello

            
	 	 


    

     

    
      	 	
              NEWGEN
                TECHNOLOGIES, INC. 

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
              /S/
                Bruce Wunner

            
	 	 	
              Bruce
                Wunner

            
	 	
              Title:

            	
              CEO

            


    

    


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    SCHEDULE
      OF CERTAIN PROFESSIONAL ADVISORS USED IN

    CONNECTION
      WITH OR RELATING TO THE APPCO ACQUISITTION

    


    
      	
              Service
                Provider

            	
              Work

            
	 	 
	
              PricewaterhouseCoopers

            	
              Financialduediligence

            
	 	 
	
              Wingfield
                Environ., Inc.

            	
              Phase
                I environmental reports

            
	 	 
	
              Skoda-Minotti

            	
              Audits
                on APPCO

            
	 	 
	
              Baker
                & Botts LLP

            	
              Due
                diligence on APPCO real estate

            
	 	 
	
              Reed
                Smith LLP

            	
              Legal
                services in connection with APPCO

            


    

    


    


    
      
         

      

      
        -9-