DATED NOVEMBER 29, 2005

                        (1)   NEWGEN TECHNOLOGIES INC

                        (2)   NEWGEN FUEL TECHNOLOGIES LTD

                              TECHNOLOGY LICENCE &
                              DEVELOPMENT AGREEMENT

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                                    CONTENTS

CLAUSE                                 HEADING                              PAGE
------                                 -------                              ----

   1           DEFINITIONS                                                     3
   2           LICENCE                                                         4
   3           PAYMENT                                                         5
   4           COMMUNICATION OF IMPROVEMENTS                                   6
   5           PROMOTION OF SALES                                              6
   6           NON-DISCLOSURE OF INFORMATION                                   6
   7           IMPROVEMENTS TO LICENCED TECHNOLOGY                             7
   8           REGISTRATION MAINTENANCE AND ENFORCEMENT OF RIGHTS              7
   9           THIRD PARTY RESTRICTION                                         7
  10           DURATION OF AGREEMENT                                           7
  11           TERMINATION                                                     8
  12           ASSIGMNENT AND SUB-LICENCING                                    9
  13           NO WARRANTY AS TO PATENT OR GOODS                               9
  14           NOTICES                                                        10
  15           SEVERABILITY                                                   11
  16           RESERVED RIGHTS                                                11
  17           INDEMNITY BY LICENSOR                                          11
  18           INDEMNITY BY LICENSEE                                          12
  19           GOVERNING LAW AND JURISDICTION                                 12

               SCHEDULE 1 - LICENSOR'S TRADEMARK
               SCHEDULE 2 - ANNUAL PERFORMANCE TARGETS

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THIS AGREEMENT is made the 29th day of November, 2005 BETWEEN:

      1) NEWGEN TECHNOLOGIES INC having its registered office at 6000 Fairview
      Road, suite 1201, (Charlotte, NC, USA 28210 ('the Licensor') and

      2) NEWGEN FUEL TECHNOLOGIES LTD having its registered office at KSB Law,
      Elan House 5-11 Fetter (LaneLondon EC4A 1QD ) ('the Licensee')

IT IS AGREED as follows:

1 DEFINITIONS

In this Agreement the following expressions shall have the following meanings:

'Business'                          exploiting technology in the field of
                                    petro-diesel, petrol, biodiesel, biodiesel
                                    mixtures and by-products, ethanol, ethanol
                                    mixtures and by-products, fuel additives;
                                    and, the manufacture, sale and distribution
                                    of products derived therefrom;

'Effective Date'                    the date of this Agreement;

'Goods Sold'                        the motor fuel additives manufactured by or
                                    for Licensee or its affiliates, using the
                                    Licensed Technology, sold either as
                                    stand-alone products, or as component
                                    products, in each case as sold by or for
                                    Licensee or its affiliates.

'Infringement Claim'                means a claim by any third party alleging
                                    misappropriation or infringement of such
                                    third party's trade secret, patent,
                                    copyright or trademark rights;

'Patents'                           means Great Britain Patent Applications
                                    (reference numbers GB0509818.1, GB0509653.2
                                    and GB0509649.0) filed with the Patent
                                    Office on May 12, 2005.

"Improvements"                      additional proprietary intellectual
                                    property, including patents; all patents
                                    issued on Patents, and all extensions,
                                    continuations, divisions thereof and, all
                                    Improvements thereon, to the extent owned by
                                    the Licensor, trade secrets, business
                                    methods, processes, know-how and copyrights,
                                    based, solely or primarily, upon, the
                                    Patents and/or Processes or Goods Sold.

'New Technology'                    all technology, including all patents issued
                                    thereon; all extensions, continuations,
                                    divisions thereof; and, the related
                                    technical information, know-how,
                                    manufacturing techniques, engineering data,
                                    chemical formulae and specifications of
                                    materials produced, developed or acquired by
                                    one or both of the parties in connection
                                    with the Business, BUT EXCLUDING
                                    Improvements;


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'Processes'                         the processes and methods of working,
                                    current at the date of the License and
                                    relating to, or in respect of, or for the
                                    manufacture of, the Goods Sold;

"Licensed Technology"               collectively, the Patents, Licensor's New
                                    Technology, Improvements, Processes and
                                    Technical Knowledge.

'Product Liability Claim'           means a claim (whether in contract, tort, or
                                    otherwise) by any third party alleging that
                                    any Goods Sold have caused any destruction
                                    of, or injury (including death) to, property
                                    or persons, or are defective;

'Quarter Days'                      31 March, 30 June, 30 September, and 31
                                    December;

'Technical Knowledge'               knowledge about the Patents, Improvements,
                                    Licensor's New Technology and Processes and
                                    all technical information, know-how,
                                    manufacturing techniques, engineering data,
                                    chemical formulae, specifications of
                                    materials and other information in the
                                    possession of the Licensor relating to or in
                                    respect of or for use with the Patents, New
                                    Technology, Improvements and Processes and
                                    all or part of which may be necessary to
                                    enable the Licensee to work or practice the
                                    Processes for the manufacture of the Goods
                                    Sold to a standard and quality similar to
                                    the standard and quality of the equivalent
                                    goods manufactured by or for the Licensor

'Territories'                       means Europe (excluding Germany),
                                    Scandinavia and the Nordic Region, the
                                    Middle East, Pakistan and India, the ASEAN
                                    region (Indonesia, Malaysia, Philippines,
                                    Singapore, Thailand, Brunei Darussalam,
                                    Vietnam. Lao People's Democratic Republic,
                                    Burma/Myanmar and Cambodia), and Australia.

'Year'                              each period of 365 days calculated from the
                                    calendar quarter day following the date on
                                    which the Licensee shall have commenced the
                                    manufacture of the goods for commercial
                                    purposes

2 LICENCE

      2.1   The Licensor grants to the Licensee an exclusive license of the
            Licensor's right, title and interest in and to the Licensed
            Technology in the Territories in order to:(i) commercialize,
            manufacture, use, promote, market, sell and distribute any products
            or services in connection with the Licensed Technology, (ii)
            develop, commercialize, manufacture, use, promote, market, sell and
            distribute any products or services in connection with any New
            Technology (including Improvements), (iii) develop, commercialize,
            manufacture, use, promote, market, sell and distribute Improvements
            and (iv) otherwise conduct the Business, in each case, within the
            Territories (collectively, the "License").


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      2.2   As consideration for the License, the Licensee shall pay to the
            Licensor royalties pursuant to the terms of clause 3 of this
            Agreement.

3 PAYMENT

The Licensee shall pay to the Licensor as follows:

      3.1   On [March] 3rd 2006, and on each March 3rd thereafter the Licensee
            shall pay a sum of $US25,000.00 (the "Retainer") to the Licensor for
            as long as this Agreement remains in effect. The Retainer will be
            adjusted as and when the Licensee grants sub-licenses from the
            License, to take account of the increased market size (if any)
            expected to be derived from such sub-licensing. Market size will be
            determined based on total oil consumption in the market covered by
            the sub-license. The retainer will be determined as a ratio of this
            oil consumption v. US oil consumption, multiplied by the US retainer
            rate of $250,000.

      3.2   As long as this Agreement remains in effect, the Licensee shall pay
            to the Licensor, on the Quarter Days, a royalty in respect of the
            use of the Licensed Technology. Such royalty shall be calculated at
            the rate of 0.115% of the Total Gross Turnover (defined below) since
            the previous Quarter Day ("Royalties"). The Retainer will be
            deducted from the Royalties if and to the extent that the total,
            annual Royalties in any one year exceed the Retainer.

      3.3   The first payment of Royalties shall be due immediately after the
            Licensee has been paid for its first sale of Goods Sold in the
            Territories ("First Payment"). All subsequent Royalties shall be
            paid on the Quarter Days of each year the first such Quarter Day
            being that which falls first after the First Payment. .

      3.4   'Total Gross Turnover' means the aggregate price of the Goods Sold
            in the relevant period which the Licensee (or any person, firm or
            corporation controlling or controlled by the Licensee) actually
            receives from its customers including: the cost of manufacturing the
            Goods Sold in the Territories and a proportionate allocation of
            manufacturing overhead costs, all as determined in accordance with
            generally accepted accounting principals, consistently applied, in
            the United States ("GAAP") as stated in financial statements to be
            prepared by Licensee; transport charges and other delivery costs;
            and, taxes of the nature of sales, purchase, excise or other similar
            taxes charged upon or included in the selling price or invoice value
            to such customers; and before the deduction, by the Licensee, of any
            taxes on income, profit or otherwise; and before the deduction of
            any currency exchange or bank fees.

      3.5   To minimize the exchange rate risk to Licensor, Licensee shall
            accrue Royalties in US$ on a monthly basis at the exchange rate (US$
            : invoice currency) current on the last business day in the City of
            London in each month. Payment on each Quarter Day shall be the
            aggregate of such accrued amounts.


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4 IMPROVEMENTS BY LICENSOR OR LICENSEE

      4.1 (a) Each of Licensor and Licensee (as the case may be) shall, during
      the continuance of this Agreement and at no additional charge to the
      other, communicate to the other any Improvements which the Licensor or
      Licensee (as the case may be) may acquire, invent, make or discover.
      Licensor shall permit the Licensee to use and apply the Licensor's
      Improvements within the Territories on an exclusive basis.

            (b) To the extent that Improvements belong to the Licensor, such use
      and application by Licensee shall be in accordance with the Licence. The
      Licensor shall also grant to the Licensee any patent or similar license
      which may be necessary to give effect to this clause.

            (c) To the extent that Improvements belong to the Licensee, the
      Licensor shall receive an exclusive, sub-licensable right and license to
      exploit, develop, commercialize, manufacture, use, promote, market, sell
      and distribute the Licensee's Improvements throughout the world, other
      than in the Territories, at no charge to the Licensor.

      4.2 All Improvements made solely or primarily by the Licensor shall be
      owned by the Licensor. All Improvements made solely or primarily by the
      Licensee shall be owned by the Licensee. All other Improvements shall be
      owned jointly by the Licensee and Licensor on terms to be agreed between
      themselves on a case-by-case basis and, failing such agreement, on a
      simple, royalty-free joint ownership basis.

      4.3 The Licensor shall use its reasonable efforts to comply with all
      applicable laws relating to Licensee's Improvements. The Licensee shall
      pay any prosecution fees and costs and all maintenance taxes, fees and
      costs imposed within the Territories relating to the Licensee's
      Improvements. The Licensor shall pay any prosecution fees and costs and
      all maintenance taxes, fees and costs imposed outside of the Territories
      relating to the Licensee's Improvements.

5 PROMOTION OF SALES

The Licensee shall use reasonable endeavours to promote and extend the use and
the sale, in the Territories, of the Goods Sold.

6 NON-DISCLOSURE OF INFORMATION

The Licensee shall hold the Licensed Technology as absolutely secret and shall
not during the continuance of this Agreement or at any time after its expiration
or termination disclose or permit the same to be disclosed to any person, firm
or company save that any part thereof which has entered the public domain other
than by default of the Licensee shall be deemed not to come within the
provisions of this clause.

7 NEW TECHNOLOGY

      7.1   New Technology developed or acquired by the Licensee or the Licensor
            (as the case may be) shall be promptly disclosed to the Licensor or
            the Licensee, as the case may be.

      7.2   The Licensee shall make available to the Licensor (and vice versa)
            any New Technology. All New Technology acquired solely or primarily
            by the Licensor shall be owned by the Licensor. All New Technology
            acquired solely or primarily by the Licensee shall be owned by the
            Licensee. All other New Technology shall be owned jointly by the
            Licensee and Licensor on terms to be agreed between themselves on a
            case-by-case basis and, failing such agreement, on a simple,
            royalty-free joint ownership basis.


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      7.3   For New Technology acquired and/or owned by the Licensee, the
            Licensor shall receive an exclusive, sub-licensable right and
            license to exploit, develop, commercialize, manufacture, use,
            promote, market, sell and distribute the Licensee's New Technology
            throughout the world other than in the Territories on the basis of a
            fair market royalty value, which value shall be determined in good
            faith by the parties. If the parties cannot agree, after 30 business
            days of good faith negotiations, as to the fair market value of any
            royalty payable under any New Technology license, then they shall
            each prepare and submit their own calculation of such fair market
            value in writing to an independent financial advisory firm with
            expertise in intellectual property valuations (or, if the parties
            cannot agree on a single such firm, each party shall select one such
            firm and those two firms shall select a third firm, with all three
            firms (acting by a majority) to resolve the matter). Such firm (or
            firms) shall select one of such two calculations to be the fair
            market value, which determination shall be binding on both parties.
            The non-prevailing party shall bear all costs and expenses of
            retaining such firm (or firms).

      7.4   The Licensor shall use its reasonable efforts to comply with all
            applicable laws relating to Licensee's New Technology. The Licensee
            shall pay any prosecution fees and costs and all maintenance taxes,
            fees and costs imposed within the Territories relating to the
            Licensee's New Technology. The Licensor shall pay any prosecution
            fees and costs and all maintenance taxes, fees and costs imposed
            outside of the Territories relating to the New Technology.

8 REGISTRATION MAINTENANCE AND ENFORCEMENT OF RIGHTS

      8.1   The Licensor shall comply with all applicable laws relating to the
            Licensed Technology and shall pay any prosecution fees and costs and
            all maintenance taxes, fees and costs relating to the Licensed
            Technology.

      8.2   The Licensor shall have the right to participate with the Licensee
            in any prosecution, protection or defence, relating to an
            infringement of the Licensed Technology.

      8.3   The Licensor shall, at its sole expense, use its reasonable efforts,
            diligently to prosecute, maintain and renew, in the Territories, all
            rights relating to the Licensed Technology and to protect all such
            rights from and against infringement by third parties.

      8.4   The Licensor shall use its best efforts to obtain and secure all
            filings, registrations and applications necessary for protecting,
            preserving and/or enforcing the Patents in the Territories (the
            "Patent Filings"). All Patent Filings shall be made by the Licensor
            in the Licensor's name, to be owned by the Licensor, and shall be
            made or filed at the expense of the Licensor. The Licensee shall
            take any action reasonably requested at the Licensor's cost and
            expense by the Licensor in connection with the Patent Filings

      8.5   All filings, registrations and applications necessary for
            protecting, preserving, and/or enforcing the Licensee's New
            Technology in the Territories shall be made by the Licensee in the
            Licensee's name, to be owned by the Licensee, and shall be made or
            filed at the expense of the Licensee.


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      8.6   The Licensee shall take any action reasonably requested by the
            Licensor, at the Licensor's cost and expense in connection with the
            Licensee's New Technology filings outside of the Territories.

9 THIRD PARTY RESTRICTION

The parties to this Agreement recognise that the other of them may have entered
into or may enter into agreements with a third party whereby there is a
restriction on disclosing information belonging to such third party, and in any
such case the Licensor or the Licensee as the case may be will endeavour to
obtain the consent of any such third party to disclose such information.

10 DURATION OF AGREEMENT

      10.1  This Agreement shall commence on the Effective Date and continue in
            effect until terminated as provided for in this Agreement.

      10.2  If, within the first two (2) years after the Effective Date, the
            Licensee fails to meet the Performance Based Criteria, as defined
            below, the License automatically shall become non-exclusive.

      10.3  "Performance Based Criteria" shall be limited to the following:

            (a)   any material, uncured (after notice thereof from the Licensor
                  and a reasonable opportunity to cure) persistent breach of the
                  terms of this Agreement by the Licensee; and

            (d)   the Licensee's failure to meet the annual performance targets,
                  as set out in Schedule 2, (the "Annual Performance Targets").
                  The Annual Performance Targets shall be determined in good
                  faith by the Licensor's Board of Directors and the Licensee's
                  Board of Directors (jointly, the "Boards") at least 30 days
                  prior to each successive anniversary of the Effective Date;
                  provided, that if, after 30 business days of good faith
                  negotiations, the Boards cannot agree upon the Annual
                  Performance Target for any specific year, the Annual
                  Performance Target for that year shall be equal to a value
                  equivalent to a 5% improvement of the previous year's Annual
                  Performance Targets.

11 TERMINATION

      11.1  The Licensor or Licensee (as the case may be) shall have the right
            to terminate this Agreement and all rights and licences granted or
            to be granted under it upon the happening of one or more of the
            following events:

            11.2.1 if the Licensee or Licensor shall become insolvent; or

            11.2.2 if the Licensee or Licensor shall go into liquidation whether
                  compulsory or voluntary except for the purpose of amalgamation
                  or reconstruction; or

            11.2.3 if the Licensor shall commit any material breach of this
                  Agreement and the covenants on the part of the Licensor
                  contained in it and shall fail to remedy such breach (if
                  capable of being remedied) within 28 days after written notice
                  to the Licensor by the Licensee specifying the nature of the
                  breach; or


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            11.2.4 if the Licensee or Licensor shall have a receiver appointed
                  of any of its assets or undertaking or any distress, execution
                  sequestration or other process shall be issued against any
                  property of the Licensee or Licensor.

      11.3  Any such termination shall be without prejudice to the rights of the
            Licensor or Licensee (as the case may be) to recover any sums due to
            it under this Agreement and to the rights or remedies of either
            party in respect of any antecedent breach of this Agreement.

      11.4  If the Licensee terminates this Agreement under clause 11.2.3 then,
            at its option, the Licensee shall be free to continue to exploit the
            Licensed Technology in the Territories on a Royalty-free basis.

12 ASSIGNMENT AND SUB- LICENCING

      12.1 Licensee may grant sub-licenses within the Territories, on condition
      that it ensures that any sub- Licensee shall be bound by the terms of this
      Agreement.

13 NO WARRANTY AS TO PATENT OR GOODS SOLD

      13.1  Nothing in this Agreement or the Licence is to be construed as a
            representation or warranty that any patent or similar industrial
            property right is valid or that manufacture, use, sale, lease or any
            other dealing or disposition of any of the Patents, Processes,
            Technical Knowledge or Goods Sold made in accordance with them in
            whole or in part is not an infringement of any industrial property
            right not owned or controlled by the Licensor.

      13.2  The Licensor does not warrant that the Patents, Processes or
            Technical Knowledge as used by the 1 Licensee will be sufficient for
            the manufacture of the Goods Sold by the Licensee so that the same
            are manufactured in a condition suitable for the open market.

14 NOTICES

14.1 Any notice or other communication to be given by one party to another
under, or in connection with the matters contemplated by this Agreement shall be
addressed to the recipient and sent to the address or facsimile number of such
other party given in this Agreement for the purpose and marked for the attention
of the person so given or such other address or facsimile number and/or marked
for such other attention as such other party may from time to time specify by
notice given in accordance with this clause to the party giving the relevant
notice or communication to it. In the case of the Company, such details are:

            Address: Elan House, 5-11 Fetter Lane, London EC4A 1QD, England
            Facsimile Number: +44-(0)-207-822-7600
            For the attention of: Geoffrey Dawson

14.2 In the case of NewGen, such details are:

            Address: 6000 Fairview Rd, Charlotte, NC, 28210
            Facsimile Number: +1 704 552 3591
            For the attention of: Scott Deininger


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14.3  Any notice or other communication to be given by any party to any other
      party under, or in connection with the matters contemplated by this
      Agreement shall be in writing and shall be given by letter delivered by
      hand or sent by first class prepaid post (airmail if overseas) or
      facsimile, and shall be deemed to have been received:

            (A)   in the case of delivery by hand, when delivered; or

            (B)   in the case of airmail post, at the expiration of 48 hours
                  following the posting; or

            (C)   in the case of facsimile or electronic data transmission, at
                  the time of sending (but the sender is under a duty to seek
                  confirmation of receipt).

14.4  Any notice or other communication not received on a Business Day or
      received after 17:00 hours local time on any Business Day in the place of
      receipt shall be deemed to be received on the next following Business Day.

15. SEVERABILITY

The provisions of this Agreement shall be deemed separable. Therefore, if any
part of this Agreement is rendered void, invalid or unenforceable, such
rendering shall not affect the validity or enforceability of the remainder of
this Agreement; provided, however, that if the part or parts which are void,
invalid or unenforceable as aforesaid shall substantially impair the value of
this whole Agreement to any party, that party may cancel, and terminate the
Agreement by giving written notice to the other party.

16 RESERVED RIGHTS

The Licensor retains its exclusive rights to use, and to license to others, the
Patents, subject to the Licensee's rights within the Territories set forth in
this Agreement. The Licensee shall at all times retain its exclusive right to
use the New Technology within the Territories.

17. INDEMNITY BY LICENSOR

The Licensor hereby indemnifies and shall defend and hold harmless the Licensee
and its shareholders, directors, officers, employees, agents and affiliates from
and against any and all claims, losses and expenses based on, caused by or
arising as a result of or in connection with any of the following:

      (a)   Any breach or default under or with respect to any of Licensor's
            duties, obligations or representations pursuant to the terms of this
            Agreement;

      (b)   Any negligence, recklessness, wilful or intentional
            misrepresentation, misconduct or fraud, or violation of law by
            Licensor or its shareholders, directors, officers, employees, agents
            or affiliates;

      (c)   Any Product Liability Claim based on, caused by or arising as a
            result of or in connection with the Licensed Technology; and

      (d)   Any Infringement Claim with respect to the Licensed Technology

The Licensor's obligations shall only apply to claims based on the Licensee's
use of the Licensed Technology as authorized by the Licensor. The Licensor's
indemnification obligations shall not apply to the extent that any claims,
losses or expenses are caused by the Licensee.


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18 INDEMNITY BY LICENSEE

The Licensee hereby indemnifies and shall defend and hold harmless the Licensor
and its shareholders, directors, officers, employees, agents and affiliates from
and against any and all claims, losses and expenses based on, caused by or
arising as a result of or in connection with any of the following:

      (a)   Any breach or default under or with respect to any of Licensee's
            duties, obligations or representations pursuant to the terms of this
            Agreement;

      (b)   Any gross negligence, recklessness, wilful or intentional
            misrepresentation, misconduct or fraud, or violation of law by
            Licensee or its shareholders, directors, officers, employees, agents
            or affiliates;

The Licensee's indemnification obligations shall not apply to the extent that
any claims, losses or expenses are caused by the Licensor.

19 GOVERNING LAW AND JURISDICTION

This Agreement shall be read and construed according to and shall be governed by
the law of England and Wales. The Courts of England shall have exclusive
jurisdiction in relation to any claim, dispute or difference concerning this
Agreement and any matter arising therefrom.

IN WITNESS

Executed as a deed by
NewGen Technologies Inc
acting by two Directors/a               /s/ Bruce Wunner
Director and the Secretary              Director
                                        Print name Bruce Wunner

                                        /s/ Michael D'Onofio
                                        Director/Secretary
                                        Print name Michael D'Onofio

Executed as a deed by
NewGen Fuel Technologies Ltd
acting by two Directors/a               /s/ Geoff Dawson
Director and the Secretary              Director
                                        Print name Geoff Dawson

                                        /s/ Alex Greystoke
                                        Director/Secretary
                                        Print name Alex Greystoke


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