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                                Exhibit 10 (xii)

                            LOAN RETIREMENT AGREEMENT

         LOAN RETIREMENT AGREEMENT (this "AGREEMENT"), dated as of November 13,
2000, by and between NEW GENERATION HOLDINGS, INC., a Delaware corporation
("NGH"), and BACHKINE & MEYER INDUSTRIES, S.A., a British Virgin Islands
corporation ("BMI").

                              W I T N E S S E T H:

         WHEREAS, BMI has made loans to the Company which, together with
interest, are in the aggregate amount of $2,165,696 as of the date hereof (the
"BMI DEBT"); and

         WHEREAS, NGH entered into a strategic collaboration agreement with
Double Impact, Inc. ("DI") dated March 31, 2000 (the "STRATEGIC COLLABORATION
AGREEMENT"), pursuant to which DI agreed to provide certain services to NGH; and

         WHEREAS, pursuant to the Strategic Collaboration Agreement and a
related share transfer agreement of between BMI and DI dated March 31, 2000 (the
"SHARE TRANSFER AGREEMENT"), BMI agreed to transfer 500,000 shares of NGH common
stock ("COMMON STOCK") to DI; and

         WHEREAS, NGH and BMI have entered into a Settlement Agreement with DI
pursuant to which, among other things, NGH agreed to forgive a loan to DI in the
principal amount of


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$500,000 and BMI was relieved of its obligation to transfer 500,000 shares of
Common Stock of NGH to DI pursuant to the Strategic Collaboration Agreement and
Share Transfer Agreement; and

         WHEREAS, pursuant to this Agreement, and in consideration for, among
other things, BMI being relieved of its obligation to transfer 500,000 shares of
Common Stock of NGH to DI pursuant to the Share Transfer Agreement, BMI has
agreed to retire the BMI Debt for (x) $300,000 in cash, (y) a $500,000 reduction
in the amount of the BMI Debt and (z) the conversion of the remaining $1,365,696
of the BMI Debt into shares of Common Stock at a conversion price equal to $3.59
per share.

         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. RETIREMENT OF BMI DEBT. The parties agree that in consideration for
BMI being relieved of its obligation to transfer 500,000 shares of Common Stock
of NGH to DI pursuant to the Share Transfer Agreement, the BMI Debt will be
retired in accordance with the following: (x) a cash payment by the Company to
BMI in the amount of $300,000, (y) a $500,000 reduction in the amount of the BMI
Debt and (z) the conversion of the remaining $1,365,696 of BMI Debt into 380,417
shares of Common Stock of NGH at a conversion price of $3.59 per share of Common
Stock, representing the average price of NGH Common Stock on the


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OTC-Bulletin Board for the date of and the ten business days immediately
preceding the date of this Agreement.

         2. REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each of NGH and BMI
represent and warrant to the other that this Agreement has received all
necessary corporate authorizations prior to its execution and is binding and
enforceable against each such party in accordance with its terms. NGH represent
and warrants to BMI that the shares of NGH Common Stock issuable to BMI pursuant
to the conversion described herein are fully paid, validly issued and
non-assessable.

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

         4. ASSIGNMENT, ETC. 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.

         5. 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


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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.

         6. 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.

         7. 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 both parties.

         8. 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.


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         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/ THOMAS R. MARSHALL
                                                -----------------------------
                                            Name:    Thomas R. Marshall
                                            Title:   Executive Vice President

                                            BACHKINE & MEYER INDUSTRIES, S.A.

                                            By:   /S/ JACQUES MOT
                                                -----------------------------
                                            Name:    Jacques Mot
                                            Title:   Director


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