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
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
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