THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT COVERING THIS NOTE, OR THE MAKER RECEIVES
AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.

    


    CONVERTIBLE
PROMISSORY NOTE

     

    


    
      	
              Number:
[_____]

            	
              Columbia,
      Maryland

            
	
              $xxx,xxx

            	
              November
      [__], 2010

            


    

    


    FOR VALUE
RECEIVED, the undersigned, New Generation Biofuels Holdings, Inc., a
Florida corporation having its principal office located at 5850 Waterloo Road,
Suite 140, Columbia, Maryland 21045 (“Maker” or “Company”) or its permitted
assign, promises to pay to _________, (“Holder”), on May 1, 2011 (the
“Maturity Date”), the
lesser of (i) the principal sum of __________________ plus interest on the
outstanding principal balance and (ii) the aggregate unpaid and unconverted
principal amount hereunder plus interest on the outstanding principal
balance.

    


    
      	
               
      

            	
              1.

            	
              Rate of
      Interest.  The outstanding principal amount of this Note
      from the date hereof until such principal amount is paid in full or
      converted as provided herein, shall bear simple interest at a rate of Six
      Percent (6%) per annum.  Interest shall be payable on the
      earlier of the Maturity Date or on the date the principal amount is paid
      in full (including on the Conversion Date, as defined below, if
      applicable), or at the election of the Holder, interest on the portion of
      the principal amount being converted shall be paid on the applicable
      Conversion Date, as provided in Section 4.  Interest shall be
      calculated on a year of 360 days based upon the actual number of days
      elapsed.

            


    

    


    
      	
               
      

            	
              2.

            	
              Method of
      Payment.  Principal and interest shall be paid in lawful
      money of the United States of America to the account of Holder at such
      account as Holder may from time to time designate to the Maker in
      writing.

            


    

    


    
      	
               
      

            	
              3.

            	
              Prepayment.

            


    

    


    (a)           Optional
Prepayment.  The outstanding principal amount of this Note,
together with any unpaid interest accrued thereon, may be prepaid in its
entirety without penalty at the option of the Maker.  Company shall
provide Holder with five (5) business days advance written notice of its
intention to prepay the Note and Holder shall have the right to convert the Note
prior to such prepayment.

    


    (b)           Mandatory
Prepayment.

     

    (i)           Upon
the occurrence of an Event of Default (as defined in Section 6), the outstanding
principal of and all accrued interest on this Note shall be accelerated and
shall automatically become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which are expressly waived by the
Maker, notwithstanding anything contained herein to the contrary.

    


    (ii)           The
Holder shall, at its sole option, have the right to require the Maker to pay the
outstanding principal of and all accrued interest on this Note upon the
occurrence of any of the following events:  (1)
Maker  closing on an agreement to effectuate any sale or other
disposition of all or substantially all of its assets, in one transaction or in
a series of transactions, (2) the Maker  closing on an agreement to
effectuate any consolidation or merger into another entity, or (3) any sale of a
majority of the outstanding equity of the Maker (or any other event that
constitutes a Change of Control of the Maker (as defined below)), in one
transaction or in a series of transactions other than a transaction triggering
the conversion.  Immediately upon the occurrence of either of the
events set forth in clauses (1) or (2) above, or immediately upon obtaining
knowledge that any person has entered into an agreement to effectuate, the event
set forth in clause (3) above, the Maker shall give written notice of such event
to the Holder.  “Change of Control” means any
person or “group” (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 (the “Exchange Act”)) that is not currently a beneficial
owner of Maker’s stock, becoming the beneficial owner, directly or indirectly,
of outstanding shares of stock of Maker entitling such person or persons to
exercise 50% or more of the total votes entitled to be cast at a regular or
special meeting of the shareholders of the Company in the election of directors
(the term “beneficial owner” shall be determined in accordance with Rule 13d-3
of the Exchange Act), but excluding unexercised warrants with an exercise price
in excess of the then most recent closing sale price of the Company’s Common
Stock (as hereinafter defined).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              4.

            	
              Conversion.  At
      any time prior to the Note being paid in full, at the election of the
      Holder, all or any portion of the outstanding principal amount due under
      the Note and/or accrued and unpaid interest thereon shall be converted
      into that number of shares of common stock of the Company (“Common Stock”) equal to
      the quotient resulting from the division of (i) the amount being converted
      (principal and interest) by (ii) $0.14
      per share, as adjusted as provided herein (the “Conversion
      Price”).  Should the Holder so elect, any accrued but
      unpaid interest on the portion of the Note being converted may be paid in
      cash at the time of, and in lieu of, conversion of such interest into
      Common Stock.

            


    

     

    (a)           Conversion
shall be effected by the surrender of this Note by the Holder, marked
“canceled,” at the principal corporate office of the Maker together with
Holder’s written notice to the Maker stating the amount to be converted (or the
entire outstanding balance, as applicable) and the name or names in which the
certificate or certificates for the Common Stock (the “Conversion Stock”) are to be
issued.  At the time of such conversion, the Maker shall issue and
deliver to the Holder a certificate or certificates for the number of shares of
Conversion Stock to which the Holder is entitled.  Such conversion
shall be deemed to have been made immediately prior to the close of business on
the date the Maker receives the cancelled Note and the Holder’s conversion
notice (the “Conversion
Date”), and the persons entitled to receive the Conversion Stock issuable
upon such conversion shall be treated for all purposes as the record holder or
holders of such Conversion Stock as of such date.  No further interest
shall accrue after the Conversion Date.  No fractional shares shall be
issued upon conversion of this Note and the number of shares of Conversion Stock
to be issued shall be rounded down to the nearest whole share.  If
less than the entire outstanding balance is converted, the Company shall issue a
new Note for the remaining balance outstanding following
conversion.

    


    (b)           This
Note is one of an authorized issue of the Maker’s Convertible Promissory Notes,
due May 1, 2011 (herein collectively called the “Notes”) issued in varying
denominations, numbered consecutively and limited to the maximum aggregate
principal amount of Three Hundred and Seventy Five Dollars ($375,000). All
rights and priorities of the registered owner of this Note and the indebtedness
evidenced hereby shall rank pari passu in all
respects with the rights and priorities accorded the registered owners of the
Notes and the indebtedness evidenced thereby.

    


    (c)           The
Company shall not effect the conversion of this Note, and the Holder shall not
have the right to conversion this Note, to the extent that after giving effect
to such conversion, such Holder (together with such Holder’s affiliates) would
beneficially own in excess of 9.99% (the “Maximum Percentage”) of the
shares of Common Stock outstanding immediately after giving effect to such
conversion.  For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by such Person and its
affiliates shall include the number of shares of Common Stock issuable upon
conversion of this Note with respect to which the determination of such sentence
is being made, but shall exclude shares of Common Stock which would be issuable
upon (A) conversion of the remaining, unconverted portion of this Note
beneficially owned by such Person and its affiliates and (B) conversion or
conversion of the unconverted or unconverted portion of any other securities of
the Company beneficially owned by such Person and its affiliates (including,
without limitation, any convertible notes or convertible preferred stock or
Notes) subject to a limitation on conversion or conversion analogous to the
limitation contained herein.  Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act.  For
purposes of this Note, in determining the number of outstanding shares of Common
Stock, the Holder may rely on the number of outstanding shares of Common Stock
as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current
Report on Form 8-K or other public filing with the Securities and Exchange
Commission (“SEC”), as
the case may be, (2) a more recent public announcement by the Company or (3) any
other notice by the Company or the transfer agent setting forth the number of
shares of Common Stock outstanding.  For any reason at any time, upon
the written or oral request of the Holder, where such request indicates that it
is being made pursuant to this Note, the Company shall within two business days
confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding.  In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the conversion or
conversion of securities of the Company by the Holder and its affiliates since
the date as of which such number of outstanding shares of Common Stock was
reported.  By written notice to the Company, the Holder may increase
or decrease the Maximum Percentage to any other percentage not in excess of
9.99% specified in such notice; provided, that any
such increase will not be effective until the 61st day after such
notice is delivered to the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    (d)           All
shares of Conversion Stock issuable upon the conversion of this Note in
accordance with the terms hereof will not be registered with the SEC and will
not be transferable or resalable by any subscribers except as permitted pursuant
to registration or exemption under the Securities Act.  Rule 144
provides that all non-affiliates who have held restricted securities of an SEC
reporting company for at least six months and have not had an affiliate
relationship with the issuer during the preceding three months may sell their
securities without restriction or limitation, other than that the issuer must be
in compliance with the rule’s current public information requirements during the
six months following satisfaction of the six-month holding period
requirement.  It also provides that all non-affiliates who have held
restricted shares of an SEC reporting company for more than one year, may freely
sell the securities without regard to any Rule 144 conditions.  The
Company will undertake all reasonable efforts to comply with Rule 144’s current
information requirement, including compliance with the filing and reporting
requirements of section 13 or 15(d) of the Exchange Act.

    


    (e)           The
Company shall pay all expenses payable in connection with the preparation, issue
and delivery of stock certificates under this section; provided, however, that the
Holder shall be responsible for all transfer taxes resulting from the fact that
any certificate issued in respect of Conversion Stock is not in the name of the
Holder.

    


    (f)       
    All shares of Conversion Stock issuable upon the
conversion of this Note in accordance with the terms hereof shall be validly
issued, fully paid and nonassessable, and free from all liens and other
encumbrances thereon, other than liens or other encumbrances created by the
Holder or restrictions upon transfer under federal or state securities
laws.

    


    (g)           If,
at any time prior to the repayment in full of this Note, the number of
outstanding shares of Common Stock is (i) increased by a stock dividend payable
in shares of Common Stock or by a subdivision or split-up of shares of Common
Stock, or (ii) decreased by a combination of shares of Common Stock, then,
following the record date fixed for the determination of holders of Common Stock
entitled to receive the benefits of such stock dividend, subdivision, split-up,
or combination, the Conversion Price shall be adjusted to a new amount equal to
the product of (A) the Conversion Price in effect on such record date, and (B)
the quotient obtained by dividing (x) the number of shares of Conversion Stock
into which this Note would be exercisable on such record date (without giving
effect to the event referred to in the foregoing clause (i) or (ii)), by (y) the
number of shares of Conversion Stock which would be outstanding immediately
after the event referred to in the foregoing clause (i) or (ii), if this Note
had been converted immediately prior to such record date.

    


    (h)           The
Conversion Price shall automatically be adjusted such that, in the event that
the Company issues additional shares of Common Stock at a purchase price less
than the current Conversion Price (the “New Price”) prior to a
Conversion Date, then in each such event the Conversion Price shall be reduced,
for no additional consideration, to equal the New Price.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (i)           In
case of any reclassification, reorganization or change of the outstanding Common
Stock of the Company (other than as a result of a subdivision, combination or
stock dividend), or in case of any consolidation of the Company with, or merger
of the Company into, another corporation or other business organization (other
than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or change of the
outstanding Common Stock of the Company) at any time prior to the repayment in
full of this Note, then, as a condition of such reclassification,
reorganization, change, consolidation or merger, lawful provision shall be made,
and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the Holder, so that the Holder shall have the
right prior to the repayment in full of this Note to convert amounts outstanding
under this Note into the kind and amount of shares of stock and other securities
and property receivable upon such reclassification, reorganization, change,
consolidation or merger by a holder of the number of shares of Conversion Stock
of the Company which might have been purchased by the Holder immediately prior
to such reclassification, reorganization, change, consolidation or merger, and
in any such case appropriate provisions shall be made with respect to the rights
and interest of the Holder to the end that the provisions hereof (including
provisions for the adjustment of the Conversion Price and of the number of
shares purchasable upon conversion of this Note) shall thereafter be applicable
in relation to any shares of stock and other securities and property thereafter
deliverable upon conversion hereof.

    


    (j)           Nothing
contained herein shall be construed to confer upon the holder of this Note, as
such, any of the rights of a shareholder of the Company or any right to vote for
the election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of stock, change
of par value or change of stock to no par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Note shall have been
converted and the certificates representing the Conversion Stock shall have been
issued, as provided herein.

    


    (k)           The
Company will not at any time, except upon dissolution, liquidation or winding
up, close its stock books so as to result in preventing or delaying the
conversion of any Note.

    


    (l)           The
Holder, by accepting this Note, covenants and agrees that, at the time of
conversion hereof, and at the time of any proposed transfer of Conversion Stock
acquired upon conversion hereof, unless a current registration statement under
the Securities Act shall be in effect with respect to the Conversion Stock to be
issued upon conversion of this Note, such Holder will deliver to the Company a
written statement that the securities acquired by the Holder upon conversion
hereof are for the account of the Holder or are being held by the Holder as
trustee, investment manager, investment advisor or as any other fiduciary for
the account of the beneficial owner or owners for investment and are not
acquired with a view to, or for sale in connection with, any distribution
thereof (or any portion thereof) and with no present intention (at any such
time) of offering and distributing such securities (or any portion thereof). The
Holder agrees that certificates representing Conversion Stock may bear a legend
substantially as follows:

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN
EFFECT AS TO THESE SECURITIES OR (2) THERE IS AN OPINION OF COUNSEL,
SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION THEREFROM IS
AVAILABLE.

     

    
      	
               
      

            	
              5.

            	
              Piggyback
      Registration.

            


    

    


    (a)           Notice.  If,
at any time, the Company proposes to file a registration statement under the
Securities Act, other than a registration relating solely to employee benefit
plans or Rule 145 transactions, with respect to an offering for its own account
or for the account of others of any class of securities of the Company (a “Registration Statement”), then each such
time, the Company shall give written notice of such intention to file a
Registration Statement (a “Piggyback Notice”) to each
Holder at least fifteen (15) days before the anticipated filing
date.  The Piggyback Notice shall describe the intended method of
distribution and offer each Holder the opportunity to register pursuant to such
Registration Statement such Conversion Stock as the Holder may request in
writing to the Company within five (5) days after the date the Holder first
received the Piggyback Notice (a “Piggyback Registration”). The Holders
shall have unlimited Piggyback Registration rights subject ratably to potential
underwriter’s limitations set forth below in Section 5(b).  The
Company shall take all necessary steps, subject to the provisions of Section
5(b), to include in the Registration Statement all Conversion Stock which the
Company has been so requested to register by the Holders.  The Company
shall be entitled to withdraw a Registration Statement prior to its becoming
effective.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    (b)           Underwritten
Registrations.  In a registration pursuant to this
Section 5 involving an underwritten offering, whether or not for sale for
the account of the Company, any request pursuant to this Section 5 may
require that all Conversion Stock be included in such offering on identical
terms and conditions.  If the offering is a public offering of the
Company’s securities, and if the managing underwriter with respect to such an
offering advises the Company in writing that the inclusion of all the Conversion
Stock which the Holders have requested to be included in the Registration
Statement would materially jeopardize the success of the offering, then the
Company shall be required to include in the underwriting only that number of
shares which the underwriter advises the Company in writing may be sold without
materially jeopardizing the offering.  In the event that the number of
Conversion Stock included in such Piggyback Registration is limited as described
above, then Conversion Stock shall be included based on the following priority:
(i) first, all securities to be registered for the Company’s account, and
Conversion Stock of Holders who have requested their Conversion Stock to be so
included, on a pro rata
basis based on the total number of Conversion Stock held by the Company and such
Holders and (ii) second, securities for the account of persons other than the
Company or the Holders of Conversion Stock (having the contractual right to
require registration of such securities), on a pro rata basis based on the
total number of securities with such contractual rights to require
registration.  In no event will shares of any other selling
stockholder be included in such registration that would reduce the number of
shares which may be included by the Holders without the consent of the Holders
holding not less than a majority of the Conversion Stock proposed to be sold in
the offering.  Any Holders disapproving of the terms of any such
underwriting may elect to withdraw from it by written notice to the Company and
the underwriter.

    


    
      	
               
      

            	
              6.

            	
              Standstill.  Until
      the earlier of, the conversion of the note or December 15th the Company
      shall not, without the consent of the Holder, enter into any agreement to
      amend any outstanding security such that such security, or any securities
      issuable upon exercise or conversion therefrom, shall be free from
      restrictions on transfer pursuant to Rule 144 or pursuant to an effective
      registration statement.

            


    

    


    
      	
               
      

            	
              7.

            	
              Issuance of Further
      Shares.  The Company covenants that other than (i) the
      shares of common stock issued and outstanding as of the date hereof; (ii)
      the registration on Form S-8 (the “Claiborne S-8”) of the shares of common
      stock issued to the Company’s former Chief Executive Officer and
      President, Cary J. Claiborne (“Claiborne”) pursuant to a Settlement
      Agreement; and (iii) shares to be issued pursuant to a registration
      statement of Form S-3 field with the Securities and Exchange Commission
      (the “SEC”) on February 11, 2010 (the “S-3”), upon declaration of
      effectiveness of the S-3 by the SEC; the Company will not issue any
      additional registered shares of common stock or any other shares of common
      stock of the Company that are not restricted (as that term is defined in
      Rule 144 promulgated under the Securities Act of 1933, as amended) before
      December 15, 2010.  For purposes of clarity, as of the date of
      this Amendment, the Claiborne Form S-8 has not been filed with the
      SEC.

            


    

    


    
      	
               
      

            	
              8.

            	
              Events of
      Default.  An “Event of Default” shall
      occur if:

            


    

    


    (a)           The
Maker shall default in the payment of the principal of or interest payable on
this Note, when and as the same shall become due and payable, whether at
maturity or at a date fixed for prepayment or by acceleration or otherwise and
such default shall continue un-remedied for ten (10) business days;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    (b)           The
Maker shall fail, in any material respect, to observe or perform any covenant or
agreement contained in this Note and such failure shall continue for ten (10)
business days after the Maker receives notice of such failure;

    


    (c)           Any
material representation, warranty, certification or statement made by or on
behalf of the Maker in this Note or the Purchase Agreement or in any
certificate, writing or other document delivered pursuant hereto or thereto
shall prove to have been incorrect in any material respect when made, taking
into consideration any applicable cure period thereunder;

    


    (d)           An
involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking (a) relief in respect of
Maker or of a substantial part of Maker’s respective property or assets, under
Title 11 of the United States Code, as now constituted or hereafter amended, or
any other Federal or state bankruptcy, insolvency, receivership or similar law
(any such law, a “Bankruptcy
Law”), (B) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for a substantial part of the
property or assets of the Maker, or (C) the winding up or liquidation of the
Maker, and such proceeding or petition shall continue un-dismissed for 60 days,
or an order or decree approving or ordering any of the foregoing shall be
entered;

    


    (e)           the
Maker shall (A) voluntarily commence any proceeding or file any petition seeking
relief under a Bankruptcy Law, (B) consent to the institution of or the entry of
an order for relief against it, or fail to contest in a timely and appropriate
manner, any proceeding or the filing of any petition thereof, (C) apply for or
consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for a substantial part of the property or assets
of the Maker, (D) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (E) make a general assignment
for the benefit of creditors, (F) become unable, admit in writing its inability
or fail generally to pay its debts as they become due or (G) take any action for
the purpose of effecting any of the foregoing; or

    


    (f)           any
material provisions of this Note or the Purchase Agreement shall become void or
unenforceable or the Maker shall so assert in writing.

     

    
      	
               
      

            	
              9.

            	
              Suits for
      Enforcement.  Upon the occurrence of any one or more
      Events of Default, the holder of this Note may proceed to protect and
      enforce its rights by suit in equity, action at law or by other
      appropriate proceeding, whether for the specific performance of any
      covenant or agreement contained in the Purchase Agreement or in aid of the
      exercise of any power granted in this Note, or may proceed to enforce the
      payment of this Note, or to enforce any other legal or equitable right it
      may have as a holder of this Note.

            


    

    


    
      	
            	
              10.

            	
              Legal
      Holiday.  If any payment pursuant to this Note shall be
      due on a Saturday, a Sunday or a day which is a legal holiday in
      Baltimore, Maryland, such payment shall be made without default on the
      next succeeding day which is a business day, but any interest-bearing
      portions of the payment shall continue to accrue interest until payment
      during the extension.

            


    

    


    
      	
            	
              11.

            	
              No
      Waiver.  The rights and remedies of Holder hereunder
      shall be cumulative and concurrent and may be pursued singularly,
      successively or together at the sole discretion of Holder, and may be
      exercised as often as occasion therefor shall occur, and the failure to
      exercise any such right or remedy shall in no event be construed as a
      waiver or release of the same or any other right or
  remedy.

            


    

    


    
      	
            	
              12.

            	
              Use of
      Proceeds.  Maker hereby declares, represents, and
      warrants that the indebtedness evidenced hereby is made for the purpose of
      acquiring or carrying on a business, professional, or commercial
      activity.

            


    

    


    
      	
            	
              13.

            	
              Assignment; Successors
      and Assigns.  Except with the prior written consent of
      Maker in its sole and absolute discretion, this Note may be not be
      assigned by Holder to any person or entity; provided, however, that
      nothing herein shall limit the transferability of Common Stock received
      upon conversion of all or any part of this Note.  This Note
      shall inure to the benefit of and be enforceable by Holder and Holder’s
      successors and permitted assigns, and shall be binding and enforceable
      against Maker and Maker’s successors and
  assigns.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
            	
              14.

            	
              Governing Law;
      Amendments.  This Note shall be governed by and construed
      under and in accordance with the laws of the State of Delawre.  
      This Note may be amended, supplemented or modified only by written
      instruction duly executed by or on behalf of the Holders of 65% of the
      total Outstanding Balances under the
Notes.

            


    

    


    
      	
            	
              15.

            	
              Accredited Investor
      Status.  Holder hereby represents that Holder (as
      appropriate) is an “accredited investor” as such term is defined in Rule
      501 under the Act, and understands that the Maker is relying on such
      representations in issuing this Note pursuant to an exemption from
      registration under the Act.

            


    

    


    
      	
            	
              16.

            	
              Venue.  Maker
      irrevocably consents to the non-exclusive jurisdiction of the federal and
      state courts located in the State of New York.  Maker agrees
      that venue shall be proper in any federal court located in the State of
      New York selected by Holder and waives any right to object to the
      maintenance of a suit in any of the state or federal courts located in the
      State of New York on the basis of improper venue or of inconvenience of
      forum.

            


    

    


    
      	
            	
              17.

            	
              Waiver of Jury
      Trial.  Maker (by execution of this Note) and Holder (by
      acceptance of this Note) agree that any suit, action, or proceeding,
      whether claim or counterclaim, brought or instituted by or against Maker
      or Holder, or any successor or assign of Maker or Holder, on or with
      respect to this Note, or which in any way relates, directly or indirectly,
      to the obligations of Maker to Holder under this Note, or the dealings of
      the parties with respect thereto, shall be tried only by a court and not
      by a jury.  MAKER AND HOLDER HEREBY EXPRESSLY WAIVE ANY RIGHT TO
      A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING.  Maker
      and Holder acknowledge and agree that this provision is a specific and
      material aspect of the agreement between the parties and that Holder would
      not enter into the transaction contemplated hereby with Maker if this
      provision were not part of their
agreement.

            


    

    


    
      	
            	
              18.

            	
              Counterparts.  This
      Note may be executed in two counterparts, both of which together
      constitute one instrument.  This Note may be executed by
      delivery of an original executed counterpart signature page by facsimile
      transmission.

            


    

     

    [SIGNATURE
PAGE FOLLOWS]

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the undersigned have duly executed this Note, or have caused
this Note to be duly executed on their behalf, as of the day and year first
hereinabove set forth.

     

    
      
        
          
            
              
                
                  	 	
                          MAKER:

                        
	 	 
      
	 	
                          NEW
      GENERATION BIOFUELS HOLDINGS, INC.

                        
	 	 
      	 
      
	 	
                          By:

                        	 
      
	 	 
      	
                          Name:

                        	
                             

                        
	 	 
      	
                          Title:

                        	
                             

                        


                

              

            

          

        

      

    

    


    ACKNOWLEDGED
AND AGREED:

    


    HOLDER:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                     

                                	 
	
                                   
      

                                	 
	 
      	 
      	 
	
                                  By:

                                	
                                     

                                	 
	 
      	
                                  Name:

                                	
                                     

                                	 
	 
      	
                                  Title:

                                	
                                     

                                	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Address: