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                                Exhibit 10 (xiii)

                       CONSULTING FEE CONVERSION AGREEMENT

         CONSULTING FEE CONVERSION AGREEMENT (this "AGREEMENT"), dated as of
November 13, 2000, by and between NEW GENERATION HOLDINGS, INC., a Delaware
corporation ("NGH"), and BAMI CONSULTING, INC., ("BAMI").

                              W I T N E S S E T H:

         WHEREAS, BAMI has provided certain consulting services to NGH and its
subsidiaries and is owed $675,000 in consulting fees by NGH (the "CONSULTING
FEE"); and

         WHEREAS, BAMI and the Company have agreed to convert the amount of the
Consulting Fee into shares of Common Stock of NGH at a conversion price of $3.59
per share of NGH Common Stock.

         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. CONVERSION OF CONSULTING FEE. The parties agree that, simultaneously
with the execution and delivery of this Agreement, the Consulting Fee will be

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converted into 188,022 shares of Common Stock of NGH at a conversion price of
$3.59 per share of Common Stock, representing the average closing price of NGH
Common Stock on the 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 BAMI
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 BAMI that the shares of NGH Common Stock issuable to BAMI
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.


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         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 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


                                            BAMI CONSULTING, INC.

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


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