**Exhibit
        A**
 
 **FORM
        OF**
 **CONVERTIBLE
        PROMISSORY NOTE**
 
 THIS
        NOTE, AND ANY SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED, 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.
 
 **NEW
        GENERATION HOLDINGS, INC.**
 
 **Convertible
        Promissory Note**
 
 $753,304.27
                December
                    ___,
                    2005
 
 **NEW
        GENERATION HOLDINGS, INC.,** a
        Delaware corporation (hereinafter referred to as " Maker "
        or the
        " Company "),
        for
        value received, hereby promises to pay to Jacques Mot (the " Payee "),
        or
        his assigns, on demand, the aggregate principal amount of Seven Hundred Fifty
        Three Thousand Three Hundred Four and 27/XX Dollars ($753,304.27) in such
        coin
        or currency of the United States of America as at the time of payment shall
        be
        legal tender therein for the payment of public and private debts, together
        with
        accrued interest, compounded annually (calculated on the basis of the actual
        number of days elapsed over a year of 360 days), from the date hereof on
        the
        unpaid balance of such principal amount, at the rate of ten percent (10%)
        per
        annum.
 
 This
        Convertible Promissory Note (this “ Note ”)
        was
        issued pursuant to a Debt Exchange Agreement among the Company, the Payee
        and
        the Company's wholly owned subsidiary , New Generation Plastic, Inc.
        (" NGP ")
        dated
        of even date herewith (as amended, restated or modified from time to time,
        the
“ Debt
        Exchange Agreement ”).
 
 The
        principal of and interest on this Note shall be payable by wire transfer
        of
        immediately available funds to the account of the Payee of this Note at such
        banking institution as such Payee designates or, if requested by such Payee,
        by
        certified or official bank check payable to the Payee of this Note mailed
        to
        such Payee at the address of such Payee as set forth in the Debt Exchange
        Agreement or such other address as shall be designated in writing by the
        Payee
        to the Company.
 
 The
        outstanding principal and interest under this Note shall be convertible at
        the
        option of the Payee at any time after the date of this Note, into: (i) shares
        of
        the Company's Series A Preferred Stock, par value $0.001 per share
        (" NGH
        Preferred Stock ")
        at a
        conversion price equal to $1.507 per share; or (ii) shares of NGP's Series
        A
        Preferred Stock, par value $0.001 per share (" NGP
        Preferred Stock "
        and
        collectively, with the NGH Preferred Stock, " Preferred
        Stock ")
        at a
        conversion
  
 price
        equal to $1.507 per share, subject to the satisfaction of the conditions
        set
        forth in Section 2 of the Debt Conversion Agreement. As
        soon
        as possible after a conversion has been effected (but in any event within
        ten
        (10) days after the surrender of this Note), Maker will (or will cause NGP,
        as
        applicable) to deliver to Payee a certificate or certificates representing
        the
        number of shares of Preferred Stock issuable by reason of such conversion
        in
        such name or names and such denomination or denominations as Payee has
        specified, together with payment in lieu of any fraction of a share. Payee
        shall
        reserve and keep available for issuance (and shall cause NGP to reserve and
        keep
        available for issuance) upon the conversion of the Note such number of its
        authorized but unissued shares of Preferred Stock, as applicable, as will
        be
        sufficient to permit the conversion in full of all amounts outstanding under
        this Note and such shares of Common Stock as will be sufficient to permit
        the
        conversion in full of all such Preferred Stock issued upon conversion of
        this
        Note, and upon such issuance such shares of Preferred Stock and/or Common
        Stock
        will be validly issued, fully paid and nonassessable.
  Any
        of
        the following events shall constitute an “ Event
        of Default ”
        under
        this Note:
 
 1.  all
        or
        any part of the principal or interest on the Note is not paid when due and
        payable;
 
 2.  failure
        of the Maker to observe or perform in any material respect any covenant or
        agreement of the Maker in this Note or the Debt Exchange Agreement (which
        failure continues for a period of ten (10) days after notice from Payee to
        Maker);
 
 3.  filing
        by
        the Maker of a petition seeking relief under any provision of any bankruptcy,
        reorganization, arrangement, insolvency, readjustment of debt, dissolution
        or
        liquidation law of any jurisdiction, or consenting in writing to the filing
        of
        any such petition against it;
 
 4.  the
        Maker
        grants, or agrees to grant, any lien or security interest on any of its assets
        or properties (from and after the date hereof;
 
 5.  making
        by
        the Maker of a general assignment for the benefit of its creditors, or admitting
        in writing its inability to pay, or in fact failure to pay, its debts generally
        as they become due, or consenting in writing to the appointment of a receiver,
        conservator, custodian, liquidator or trustee of the Maker, or of all or
        any
        part of the assets of the Maker;
 
 6.   appointment
        of a receiver, conservator, custodian, liquidator or trustee of the Maker
        or of
        all or any of its assets by court order, if such order remains in effect
        for
        more than thirty (30) days; or entering of an order for relief with respect
        to
        the Maker under the U.S. Bankruptcy Code; or filing of a petition against
        the
        Maker under any bankruptcy, reorganization, arrangement, insolvency,
        readjustment of debt, dissolution or liquidation law of any jurisdiction,
        if not
        dismissed within thirty (30) days; or
 
 7.   sale
        of
        all or substantially all of the Company's assets other than in connection
        with
        the "spinoff" of NGP to its stockholders.
 
 2
 Upon
        the
        occurrence and continuation of an Event of Default hereunder, all of the
        unpaid
        principal amount of this Note and any accrued interest thereon shall
        automatically become due and payable, and the Maker hereby waives diligence,
        presentment, demand, protest and notice of every kind whatsoever. The failure
        of
        the Payee to exercise any of its rights hereunder in any particular instance
        shall not constitute a waiver of the same or of any other right in that or
        any
        subsequent instance with respect to the Payee or any subsequent holder.
 
 Upon
        the
        failure to make payment of any principal or interest due hereunder, then
        at the
        option of Payee and without notice to the Company, all accrued and unpaid
        interest, if any, shall be added to the outstanding principal balance hereof,
        and the entire outstanding principal balance, as so adjusted, shall bear
        interest thereafter until paid at an annual rate equal to the lesser of (i)
        the
        rate that is five percentage points (5.0%) in excess of the above-specified
        interest rate, or (ii) the maximum rate of interest allowed to be charged
        under
        applicable law.
 
 Should
        the indebtedness evidenced by this Note or any part hereof be collected at
        law
        or in equity or in bankruptcy, receivership or other court proceedings, or
        this
        Note placed in the hands of attorneys for collection, the Company agrees
        to pay,
        in addition to principal and interest due and payable hereon, all costs of
        collection, including reasonable attorneys' fees, incurred by the Payee of
        this
        Note in collecting or enforcing this Note.
 
 No
        extension of the time for payment of the indebtedness evidenced hereby, made
        by
        agreement with any person now or hereafter liable for payment of the
        indebtedness evidenced hereby, shall operate to release, discharge, modify,
        change or affect the original liability of the Company hereunder or that
        of any
        other person now or hereafter liable for payment of the indebtedness evidenced
        hereby, either in whole or in part, unless the Payee otherwise agrees in
        writing. No delay by the Payee in exercising any power or right hereunder
        shall
        operate as a waiver of any power or right, nor shall any single or partial
        exercise of any power or right preclude other or further exercise thereof,
        or
        the exercise of any other power or right hereunder or otherwise, and no waiver
        or modification of the terms hereof shall be valid unless set forth in writing
        by the Payee of this Note and then only to the extent set forth therein.
 
 Any
        action or exercise of any power or right hereunder requiring the approval
        of the
        holders of Notes shall require the written consent of the holders of a majority
        of the aggregate principal amount of the Notes then outstanding.
 
 The
        provisions hereof shall be binding upon and inure to the benefit of the Payee
        of
        this Note and its successors, assigns, heirs/or personal representatives.
        This
        Note may be assigned, in whole or in part, by the Payee or any subsequent
        Payee
        hereof without the consent of the Company.
 
 THE
        COMPANY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR
        COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT
        OF
        OR IN ANY WAY RELATING TO THIS NOTE.
 
 Maker
        acknowledges that its failure to effect the conversion of this Note into
        Preferred Stock, pursuant to the terms of this Note and/or the Debt Exchange
        Agreement will cause irreparable and continuing damage to the Payee, the
        extent
        of which will be difficult or impossible to
  
 ascertain,
        and that the remedies at law for any such breach will be inadequate.
        Accordingly, Maker hereby agrees that Payee shall be entitled to specific
        performance with respect to all acts or actions necessary or appropriate
        to
        effect the conversion of this Note into Preferred Stock, in accordance with
        the
        terms of this Note and/or the Debt Exchange Agreement.
 
 The
        Maker, from time to time after the date hereof, at the Payee’s request, will
        execute, acknowledge and deliver to the Payee such other instruments and
        will
        take such other actions and execute and deliver such other documents,
        certifications and further assurances as the Payee may reasonably request
        in
        order to carry out the intent and purposes of this Note.
 
 
 This
        Note
        is made and delivered in, and shall be governed by and construed in accordance
        with, the laws of the State of Delaware without giving effect to the conflicts
        of laws rules thereof.
 
 
 
 
 
 
 
 
 
 
 
 
 **[REMAINDER
        INTENTIONALLY LEFT BLANK]**
        
 4
  
 IN
        WITNESS WHEREOF, the Company has caused this Note to be duly executed and
        delivered by its duly authorized officer as of the date first above
        written.
 
 
 
 **NEW
        GENERATION HOLDINGS, INC.**
 
 By:______________________________________
 Name:
 Title: