May 9, 2005
New Generation Holdings, Inc.
245 Park Avenue, 39th Floor
New York, New York 10167
The undersigned investor (the "Investor") hereby agrees with you as
1. The Investor hereby agrees to purchase Nine Hundred Thirty-Seven
Thousand Five Hundred (937,500) separable units (the "Units") of New Generation
Holdings, Inc., a Delaware corporation (the "Company") for an aggregate purchase
price of US$93,750. Each Unit shall consist of: one share (a "Share") of
Common Stock, par value US$0.001 per share of the Company, and (b) a warrant (a
"Warrant") to purchase one (1) share of Common stock, par value US$0.001 per
share, of the Company for every two (2) Shares at a price of US$0.35 per share
for a period of three (3) years from the date hereof
2. In connection with its purchase the Investor shall deliver (or has
delivered), in addition to two (2) executed copies of this Agreement, its check,
subject to collection, for the full amount of the purchase price of the Units
payable to the order of "New Generation Holdings, Inc." in the amount set forth
at the end of this Agreement. In lieu of delivery of a check, the Investor may
send a wire transfer of immediately available funds and can get appropriate wire
transfer instructions from the Company. The Investor agrees and acknowledges
that this Subscription Agreement is and shall be irrevocable and that the
purchase price is due and payable upon execution hereof.
3. The Investor represents, warrants and agrees as follows, and the
Investor acknowledges that the Investor has full knowledge that the Company
intends to rely on such representations, warranties and agreements:
(a) The Investor understands that this transaction has not been
reviewed or passed upon by any governmental agency, Federal or state; that the
Investor must bear the economic risk of all or part of its investment for an
indefinite period; that the Units have not been registered under the United
States Securities Act of 1933, as amended (the "1933 Act") and, therefore,
cannot be resold or otherwise disposed of unless subsequently registered under
the 1933 Act or unless an exemption from such registration is available; that
the Investor is purchasing the Units for investment for the account of the
Investor and not with any view toward resale or other distribution thereof; that
the Investor agrees not to resell or otherwise dispose of all or any part of the
Units, except as permitted by law, including, without limitation, any and all
applicable regulations under the 1933 Act. For the foregoing reasons, an
Investor will be required to retain ownership of the Units and bear the economic
risk of its investment for an indefinite period.
(b) The Investor has no need for liquidity in connection with its
purchase of the Units.
(c) The Investor currently has and had immediately prior to receipt
of any offer regarding the Company such knowledge and experience in financial
and business matters as to be able to evaluate the merits and risks of an
investment in the Units.
(d) The Investor is not acquiring the Units with a view to realizing
any benefits under United States Federal income tax laws, and no representations
have been made to the Investor that any such benefits will be available as a
result of the Investor's acquisition, ownership, or disposition of the Units.