Exhibit
10.1

     

    NEW
GENERATION BIOFUELS HOLDINGS, INC.

    SUBSCRIPTION
AGREEMENT

    


    New
Generation Biofuels Holdings, Inc.

    5850
Waterloo Road, Suite 140

    Columbia,
MD  21045

    


    Ladies
and Gentlemen:

    


    The
undersigned (the “Investor”) hereby confirms its
agreement with New Generation Biofuels Holdings, Inc., a Florida corporation
(the “Company”), as
follows:

    


    1.  This
Subscription Agreement, including the Terms and Conditions for Purchase of Units
attached hereto as Annex I
(collectively, this “Agreement”) is made as of the
date set forth below between the Company and the Investor.

    


    2.  The
Company has authorized the sale and issuance to certain investors of up to an
aggregate of 2,804,228 units (the “Units”), subject to adjustment
by the Company’s Board of Directors or a committee thereof, with each Unit
consisting of: (i) one share (each, a “Share,” and, collectively, the
“Shares ”) of its common
stock, par value $0.001 per share (the “Common Stock”), and
(ii) one warrant (each, a “Warrant,” and, collectively,
the “Warrants”) to
purchase 0.30 shares of Common Stock (and the fractional amount being the
“Warrant Ratio”), in
substantially the form attached hereto as Exhibit B, for a
purchase price of $0.80 per Unit (the “Purchase Price
”).  Units will not be issued or certificated and will not trade on
any exchange or be listed for quotation on any market.  The Shares and
Warrants are immediately separable and will be issued separately.  The
shares of Common Stock issuable upon exercise of the Warrants are referred to
herein as the “Warrant
Shares” and, together with the Units, the Shares and the Warrants, are
referred to herein as the “Securities”).

    


    3.  The
offering and sale of the Units (the “Offering”) are being made
pursuant to: (a) an effective Registration Statement on Form S-3,
No. 333-156449 (the “Registration Statement”) filed
by the Company with the Securities and Exchange Commission (the “Commission”), including the
Prospectus contained therein (the “Base Prospectus”), (b) if
applicable, certain “free writing prospectuses” (as that term is defined in
Rule 405 under the Securities Act of 1933, as amended (the “Act”)), that have been or will
be filed, if required, with the Commission and delivered to the Investor on or
prior to the date hereof (the “Issuer Free Writing
Prospectus”), containing certain supplemental information regarding the
Units, the terms of the Offering and the Company and (c) a Prospectus Supplement
(the “Prospectus
Supplement” and, together with the Base Prospectus, the “Prospectus”) containing
certain supplemental information regarding the Units and terms of the Offering
that will be filed with the Commission and delivered to the Investor (or made
available to the Investor by the filing by the Company of an electronic version
thereof with the Commission).

    


    4.  The
Company and the Investor agree that the Investor will purchase from the Company
and the Company will issue and sell to the Investor the Units set forth below
for the aggregate purchase price set forth below.  The Units shall be
purchased pursuant to the Terms and
Conditions for Purchase of Units attached hereto as Annex I and
incorporated herein by this reference as if fully set forth
herein.  The Investor acknowledges that the Offering is not being
underwritten by Jesup & Lamont Securities Corp., the placement agent for the
Offering (the “Placement
Agent”) and that there is no minimum offering amount.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    5.  The
manner of settlement of the Shares included in the Units purchased by the
Investor shall be determined by such Investor as follows (check
one):

    


    
      [     ]       
A.
Delivery
by crediting the account of the Investor’s prime broker (as specified by such
Investor on Exhibit A
annexed hereto) with the Depository Trust Company (“DTC”) through its
Deposit/Withdrawal At Custodian (“DWAC”) system, whereby
Investor’s prime broker shall initiate a DWAC transaction on the Closing Date
(as defined on Annex
I hereto) using its DTC participant identification number, and released
by Olde Monmouth Stock Transfer Co. Inc., the Company’s transfer agent (the
“Transfer Agent”), at
the Company’s direction.  NO LATER THAN FOUR
(4) BUSINESS DAYS AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND
THE COMPANY, THE INVESTOR SHALL:

    

    


    
      
        	
              	
                (I) 

              	
                DIRECT
      THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE
      SHARES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO
      CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES,
  AND

              


      

    

    


    
      
        	
              	
                (II) 

              	
                REMIT
      BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE
      FOR THE UNITS BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING
      ACCOUNT:

              


      

    

    


    [Account
information to be provided under separate cover]

    


    -- OR
--

    


    
      [     ]       
B.
Delivery
versus payment (“DVP”)
through DTC (i.e., on the Closing  Date, the Company shall deliver the
Shares registered in the Investor’s name and address as set forth below and
released by the Transfer Agent to the Investor through DTC at the Closing
directly to the account(s) at the Placement Agent identified by the Investor;
upon receipt of such Shares, the Placement Agent shall promptly electronically
deliver such Shares to the Investor, and simultaneously therewith payment shall
be made by the Placement Agent by wire transfer to the Company).  NO LATER THAN FOUR
(4) BUSINESS DAYS AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND
THE COMPANY, THE INVESTOR SHALL:

    

    


    
      
        	
              	
                (I) 

              	
                NOTIFY
      THE PLACEMENT AGENT OF THE ACCOUNT OR ACCOUNTS AT THE PLACEMENT AGENT TO
      BE CREDITED WITH THE SHARES BEING PURCHASED BY SUCH INVESTOR,
      AND

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (II)

            	
              CONFIRM
      THAT THE ACCOUNT OR ACCOUNTS AT THE PLACEMENT AGENT TO BE CREDITED WITH
      THE SHARES BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO
      THE AGGREGATE PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE
      INVESTOR.

            


    

    


    IT IS THE INVESTOR’S
RESPONSIBILITY TO: (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE
PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY
WAY OF DWAC OR DVP IN A TIMELY MANNER.

    


    IF THE INVESTOR DOES NOT
DELIVER THE AGGREGATE PURCHASE PRICE FOR THE UNITS OR DOES NOT MAKE PROPER
ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES AND WARRANTS MAY NOT
BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE
CLOSING ALTOGETHER, AT THE COMPANY’S DISCRETION .

    


    6.  The
executed Warrant shall be delivered in accordance with the terms
thereof.

    


    7.  The
Investor represents that, except as set forth below: (a) it has had no
position, office or other material relationship within the past three years with
the Company or persons known to it to be affiliates of the Company, (b) it
is not a member of the Financial Industry Regulatory Authority, Inc. or an
Associated Person (as such term is defined under the NASD Membership and
Registration Rules Section 1011) as of the Closing, and
(c) neither the Investor nor any group of Investors (as identified in a
public filing made with the Commission) of which the Investor is a part in
connection with the Offering of the Units, acquired, or obtained the right to
acquire, 20% or more of the Common Stock (or securities convertible into or
exercisable for Common Stock) or the voting power of the Company on a
post-transaction basis.

    


    Exceptions:

    


    (Please
provide a listing of exceptions to the foregoing representations.  If
no exceptions, write “none.”  If left blank, response will be deemed
to be “none.”)

    


    8.  The
Investor represents that it has received (or otherwise had made available to it
by the filing by the Company of an electronic version thereof with the
Commission) the Base Prospectus which is a part of the Company’s Registration
Statement, the documents incorporated by reference therein and any free writing
prospectus (collectively, the “Disclosure Package”), prior to
or in connection with the receipt of this Agreement.  The Investor
acknowledges that, prior to the delivery of this Agreement to the Company, the
Investor will receive certain additional information regarding the Offering,
including pricing information (the “Offering
Information”).  Such information may be provided to the
Investor by any means permitted under the Act, including the Prospectus
Supplement, a free writing prospectus and oral communications.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    9.  No
offer by the Investor to buy Units will be accepted and no part of the Purchase
Price will be delivered to the Company until the Investor has received the
Offering Information and the Company has accepted such offer by countersigning a
copy of this Agreement, and any such offer may be withdrawn or revoked, without
obligation or commitment of any kind, at any time prior to the Company (or
Placement Agent on behalf of the Company) sending (orally, in writing or by
electronic mail) notice of its acceptance of such offer.  An
indication of interest will involve no obligation or commitment of any kind
until the Investor has been delivered the Offering Information and this
Agreement is accepted and countersigned by or on behalf of the
Company.  The Investor understands and agrees that the Company, in its
sole discretion, reserves the right to accept or reject this subscription for
Units, in whole or in part.

    


    10.  The
Company acknowledges that the only material, non-public information relating to
the Company it has provided to the Investor in connection with the Offering
prior to the date hereof is the existence of the Offering.

    


    


    


    [Signature
Page Follows]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    Number of
Units: __________

    Purchase
Price Per Unit: $0.80

    Aggregate
Purchase Price:
$[          ]

    


    Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.

    


    Dated as
of: _____________________________, 2009

    


    INVESTOR:

    


    [                                   ]

    


    


    


    By:
_____________________

          Name:

          Title:

    


    Address:

    _____________________________________________

    _____________________________________________

    _____________________________________________

    _____________________________________________

    


    Agreed
and Accepted

    this
_____ day of ______________, 2009:

    


    NEW
GENERATION BIOFUELS HOLDINGS, INC.

    


    


    


    By:
_______________________________________

          Name:

          Title:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ANNEX I

    


    TERMS
AND CONDITIONS FOR PURCHASE OF UNITS

    


    Capitalized terms used but not defined
on this Annex I shall have the meanings ascribed to such terms in the
Subscription Agreement to which this Annex is attached.

    


    1.  Authorization and Sale of the
Units.  Subject to the terms and conditions of this Agreement,
the Company has authorized the sale of the Units.

    


    2.  Agreement to Sell and Purchase the
Units; Placement Agent.

    


    2.1 
At the Closing (as defined in Section 3.1),
the Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions set forth herein, the number of Units set
forth on the last page of the Agreement to which these Terms and Conditions for
Purchase of Units are attached as Annex I (the
“Signature Page”) for
the aggregate purchase price therefor set forth on the Signature
Page.

    


    2.2  The
Company proposes to enter into substantially this same form of Subscription
Agreement with certain other investors (the “Other Investors”) and expects
to complete sales of Units to them.  The Investor and the Other
Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement
and the Subscription Agreements executed by the Other Investors are hereinafter
sometimes collectively referred to as the “Agreements.”

    


    2.3  Investor
acknowledges that the Company has agreed to pay Jesup & Lamont Securities
Corp. (the “Placement
Agent”) a cash fee and warrants to purchase shares of Common Stock in
respect of the sale of Units to the Investor.

    


    2.4  The
Company has entered into a Placement Agent Agreement, dated December
10, 2009 (the “Placement
Agreement”), with the Placement Agent that contains certain
representations, warranties, covenants and agreements of the Company, each of
which may be relied upon by the Investor as if fully set forth
herein.  It is specifically agreed that Investor shall be a third
party beneficiary of all such representations, warranties, covenants and
agreements of the Company.

    


    3.  Closing and Delivery of the Shares,
Warrants and Funds.

    


    3.1  Closing.  The
completion of the purchase and sale of the Units (the “Closing”) shall occur at a
place and time (the “Closing
Date”) to be specified by the Company and the Placement Agent, and of
which the Investors will be notified in advance by the Placement Agent, in
accordance with Rule 15c6-1 promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).  At
the Closing: (a) the Company shall cause the Transfer Agent to deliver to
the Investor the number of Shares set forth on the Signature Page registered in
the name of the Investor or, if so indicated on the Investor Questionnaire
attached hereto as Exhibit A, in
the name of a nominee designated by the Investor, (b) the Company shall
cause to be delivered to the Investor a Warrant to purchase a number of whole
Warrant Shares determined by multiplying the number of Shares set forth on the
signature page by the Warrant Ratio and rounding down to the nearest whole
number and (c) the aggregate purchase price for the Units being purchased
by the Investor will be delivered by or on behalf of the Investor to the
Company.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    


    3.2  Conditions
to the Obligations of the Parties.

    


    (a)  Conditions to the Company’s
Obligations.  The Company’s obligation to issue and sell the
Units to the Investor shall be subject to: (i) the receipt by the Company
of the purchase price for the Units being purchased hereunder as set forth on
the Signature Page and (ii) the accuracy of the representations and
warranties made by the Investor and the fulfillment of those undertakings of the
Investor to be fulfilled prior to the Closing Date.

    


    (b)  Conditions to the Investor’s
Obligations.  The Investor’s obligation to purchase the Units
will be subject to the accuracy of the representations and warranties made by
the Company and the fulfillment of those undertakings of the Company to be
fulfilled prior to the Closing Date, including without limitation, those
contained in the Placement Agreement, and to the condition that the Placement
Agent shall not have: (i) terminated the Placement Agreement pursuant to
the terms thereof or (ii) determined that the conditions to the closing in
the Placement Agreement have not been satisfied.  The Investor’s
obligations are expressly not conditioned on the purchase by any or all of the
Other Investors of the Units that they have agreed to purchase from the
Company.  The Investor understands and agrees that, in the event that
the Placement Agent in its sole discretion determines that the conditions to
closing in the Placement Agreement have not been satisfied or if the Placement
Agreement may be terminated for any other reason permitted by the Placement
Agreement, then the Placement Agent may, but shall not be obligated to,
terminate the Placement Agreement, which shall have the effect of terminating
this Subscription Agreement pursuant to Section 14
below.

    


    3.3  Delivery
of Funds.

     

    (a)  DWAC
Delivery.  If the Investor elects to settle the Shares
purchased by such Investor through DTC’s Deposit/Withdrawal at Custodian (“DWAC”) delivery system, no later
than four (4) business days after the execution of this Agreement by the
Investor and the Company, the Investor shall remit by wire transfer the
amount of funds equal to the aggregate purchase price for the Units being
purchased by the Investor to the following account designated by the Company and
the Placement Agent:

     

    [Account
information to be provided under separate cover]

     

    The
Investor acknowledges and agrees that no minimum amount is required to be raised
in order for the Company and the Placement Agent to close the
Offering.

    


    (b)  Delivery Versus Payment
through The Depository Trust Company.  If the Investor elects
to settle the Shares purchased by such Investor by delivery versus payment
through DTC, no later
than four (4) business days after the execution of this Agreement by the
Investor and the Company, the Investor shall confirm that the account or
accounts at the Placement Agent to be credited with the Units being purchased by
the Investor have a minimum balance equal to the aggregate purchase price for
the Units being purchased by the Investor.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    


    3.4  Delivery
of Shares.

    


    (a)  DWAC
Delivery.  If the Investor elects to settle the Shares
purchased by such Investor through DTC’s DWAC delivery system, no later
than four (4) business days after the execution of this Agreement by the
Investor and the Company, the Investor shall direct the broker-dealer at
which the account or accounts to be credited with the Shares being purchased by
such Investor are maintained, which broker/dealer shall be a DTC participant, to
set up a DWAC instructing Olde Monmouth Stock Transfer Co. Inc., the Company’s
transfer agent (the “Transfer
Agent”), to credit such account or accounts with the
Shares.  Such DWAC instruction shall indicate the settlement date for
the deposit of the Shares, which date shall be provided to the Investor by the
Placement Agent.  Simultaneously with the delivery to the Company of
the funds pursuant to Section 3.3
above, the Company shall direct the Transfer Agent to credit the Investor’s
account or accounts with the Shares pursuant to the information contained in the
DWAC.

    


    (b)  Delivery Versus Payment
through The Depository Trust Company.  If the Investor elects
to settle the Shares purchased by such Investor by delivery versus payment
through DTC, no later than four (4) business days after the execution of
this Agreement by the Investor and the Company, the Investor shall notify the
Placement Agent of the account or accounts at the Placement Agent to be credited
with the Shares being purchased by such Investor.  On the Closing
Date, the Company shall deliver the Shares to the Investor through DTC directly
to the account(s) at the Placement Agent identified by Investor and
simultaneously therewith payment shall be made by the Placement Agent by wire
transfer to the Company.

    


    4.  Representations,
Warranties and Covenants of the Investor.

    


    The
Investor acknowledges, represents and warrants to, and agrees with, the Company
and the Placement Agent that:

    


    4.1  The
Investor: (a) is knowledgeable, sophisticated and experienced in making,
and is qualified to make decisions with respect to, investments in shares
presenting an investment decision like that involved in the purchase of the
Units, including investments in securities issued by the Company and investments
in comparable companies, (b) has answered all questions on the Signature
Page and the Investor Questionnaire and the answers thereto are true and correct
as of the date hereof and will be true and correct as of the Closing Date and
(c) in connection with its decision to purchase the number of Units set
forth on the Signature Page, has received and is relying only upon the
Disclosure Package and the documents incorporated by reference therein and the
Offering Information.

    


    4.2  (a)  No
action has been or will be taken in any jurisdiction outside the United States
by the Company or the Placement Agent that would permit an offering of the
Units, or possession or distribution of offering materials in connection with
the issue of the Securities in any jurisdiction outside the United States where
action for that purpose is required, (b) if the Investor is outside the
United States, it will comply with all applicable laws and regulations in each
foreign jurisdiction in which it purchases, offers, sells or delivers Securities
or has in its possession or distributes any offering material, in all cases at
its own expense and (c) the Placement Agent is not authorized to make and
has not made any representation, disclosure or use of any information in
connection with the issue, placement, purchase and sale of the Units, except as
set forth or incorporated by reference in the Base Prospectus or the Prospectus
Supplement or any free writing prospectus.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    


    4.3  (a)  The
Investor has full right, power, authority and capacity to enter into this
Agreement and to consummate the transactions contemplated hereby and has taken
all necessary action to authorize the execution, delivery and performance of
this Agreement, and (b) this Agreement constitutes a valid and binding
obligation of the Investor enforceable against the Investor in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and
contracting parties’ rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except as
to the enforceability of any rights to indemnification or contribution that may
be violative of the public policy underlying any law, rule or regulation
(including any federal or state securities law, rule or
regulation).

    


    4.4  The
Investor understands that nothing in this Agreement, the Prospectus, the
Disclosure Package, the Offering Information or any other materials presented to
the Investor in connection with the purchase and sale of the Units constitutes
legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors and made such investigation as it, in its sole discretion,
has deemed necessary or appropriate in connection with its purchase of
Units.  The Investor also understands that there is no established
public trading market for the Warrants being offered in the Offering, and that
the Company does not expect such a market to develop.  In addition,
the Company does not intend to apply for listing the Warrants on any securities
exchange.  Without an active market, the liquidity of the Warrants
will be limited.

    


    4.5  Since
the date on which the Placement Agent first contacted the Investor about the
Offering, the Investor has not disclosed any information regarding the Offering
to any third parties (other than its legal, accounting and other advisors who
are bound by agreements or duties of confidentiality) and has not engaged in any
purchases or sales involving the securities of the Company (including, without
limitation, any Short Sales involving the Company’s securities).  The
Investor covenants that it will not engage in any purchases or sales involving
the securities of the Company (including Short Sales) prior to the time that the
transactions contemplated by this Agreement are publicly
disclosed.  The Investor agrees that it will not use any of the
Securities acquired pursuant to this Agreement to cover any short position in
the Common Stock if doing so would be in violation of applicable securities
laws.  For purposes hereof, “Short Sales” include, without
limitation, all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act, whether or not against the box, and
all types of direct and indirect stock pledges, forward sales contracts,
options, puts, calls, short sales, swaps, “put equivalent positions” (as defined
in Rule 16a-1(h) under the Exchange Act) and similar arrangements
(including on a total return basis), and sales and other transactions through
non-US broker dealers or foreign regulated brokers.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    


    5.  Survival of
Representations, Warranties and Agreements; Third Party
Beneficiary.  Notwithstanding any investigation made by any
party to this Agreement or by the Placement Agent, all covenants, agreements,
representations and warranties made by the Company and the Investor herein will
survive the execution of this Agreement, the delivery to the Investor of the
Shares and Warrants being purchased and the payment therefor.  It is
specifically agreed that the Placement Agent shall be a third party beneficiary
with respect to the representations, warranties and agreements of the Investor
in Section 4
hereof.

    


    6.  Notices.  All
notices, requests, consents and other communications hereunder will be in
writing, will be mailed (a) if within the domestic United States by
first-class registered or certified airmail, or nationally recognized overnight
express courier, postage prepaid, or by facsimile or (b) if delivered from
outside the United States, by International Federal Express or facsimile, and
(c) will be deemed given (i) if delivered by first-class registered or
certified mail domestic, three business days after so mailed, (ii) if
delivered by nationally recognized overnight carrier, one business day after so
mailed, (iii) if delivered by International Federal Express, two business
days after so mailed and (iv) if delivered by facsimile, upon electronic
confirmation of receipt and will be delivered and addressed as
follows:

    


    (a)  if
to the Company, to:

    


    New
Generation Biofuels Holdings, Inc.

    5850
Waterloo Road, Suite 140

    Columbia,
Maryland 21045

    Attention:
Cary J. Claiborne, President and Chief Executive Officer

    Fax
Number: (443) 638-0277

    


    with
copies (which shall not constitute notice) to:

    


    Hogan
& Hartson LLP

    555
Thirteenth Street, NW

    Washington,
DC 20004

    Attention:
Steven M. Kaufman, Esq.

    Fax
Number: (202) 637-5910

    


    (b)  if
to the Investor, at its address on the Signature Page hereto, or at such other
address or addresses as may have been furnished to the Company in
writing

    


    with
copies (which shall not constitute notice) to:

     

    Richardson
& Patel LLP

    10900
Wilshire Blvd.

    Suite
500

    Los
Angeles, CA  90024

    Fax:
(310) 208-1154

    Attention:  Erick
Richardson, Esq.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    


    7.  Changes.  This
Agreement may not be modified or amended except pursuant to an instrument in
writing signed by the Company and the Investor.

    


    8.  Headings.  The
headings of the various sections of this Agreement have been inserted for
convenience of reference only and will not be deemed to be part of this
Agreement.

    


    9.  Severability.  In
case any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein will not in any way be affected or
impaired thereby.

    


    10.  Governing
Law.  This Agreement will be governed by, and construed in
accordance with, the internal laws of the State of New York, without giving
effect to the principles of conflicts of law that would require the application
of the laws of any other jurisdiction.

    


    11.  Counterparts.  This
Agreement may be executed in two or more counterparts, each of which will
constitute an original, but all of which, when taken together, will constitute
but one instrument, and will become effective when one or more counterparts have
been signed by each party hereto and delivered to the other
parties.  Delivery of a signed counterpart of this Agreement by
facsimile or other electronic transmission shall constitute valid and sufficient
delivery thereof.  The Company and the Investor acknowledge and agree
that the Company shall deliver its counterpart to the Investor along with the
Prospectus Supplement (or the filing by the Company of an electronic version
thereof with the Commission).

    


    12.  Confirmation of
Sale.  The Investor
acknowledges and agrees that such Investor’s receipt of the Company’s signed
counterpart to this Agreement, together with the Prospectus Supplement (or the
filing by the Company of an electronic version thereof with the Commission),
shall constitute written confirmation of the Company’s sale of the Units to such
Investor.

    


    13.  Press
Release.  The Company and the Investor agree that the Company
shall, prior to the opening of the financial markets in New York City on the
business day immediately after the date hereof: (a) issue a press release
announcing the Offering and disclosing all material information regarding the
Offering and (b) file a Current Report on Form 8-K with the Securities and
Exchange Commission including a form of this Agreement and a form of Warrant as
exhibits thereto.

    


    14.  Termination.  In
the event that the Placement Agreement is terminated by the Placement Agent
pursuant to the terms thereof, this Agreement shall terminate without any
further action on the part of the parties hereto.

     

    [Exhibit
A (Investor Questionnaire) Follows]

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    NEW
GENERATION BIOFUELS HOLDINGS, INC.

    


    INVESTOR
QUESTIONNAIRE

    


    Pursuant
to Section 3
of Annex I
to the Agreement, please provide us with the following information:

    


    1.  The
exact name that your Shares and Warrants are to be registered in.  You
may use a nominee name if appropriate:

    


    _____________________________________________________________________

    


    2.  The
relationship between the Investor and the registered holder listed in response
to item 1 above:

    


    _____________________________________________________________________

    


    3.  The
mailing address of the registered holder listed in response to item 1
above:

    


    ____________________________________________________

    ____________________________________________________

    ____________________________________________________

    ____________________________________________________

    Fax:
________________________________________________

    


    4.  The
Social Security Number or Tax Identification Number of the registered holder
listed in the response to item 1 above:
_________________________________________

    


    5.  Name
of DTC Participant (broker-dealer at which the account or accounts to be
credited with the Shares are maintained):

    


    6.  DTC
Participant Number: _________________________________________

    


    7.  Name
of Account at DTC Participant being credited with the Shares:

    


    ______________________________________________________________

    


    8.  Account
Number at DTC Participant being credited with the Shares:

    


    ______________________________________________________________

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
B

    


    Form
of Warrant

     

    
      
        
        

      

      
        B-1