EMPLOYMENT
AGREEMENT





This AGREEMENT is entered into by
and between New Generation Biofuels Holdings, Inc. (the “Company”) and Miles
Mahoney(the “Executive”).





WHEREAS, the Company wishes to
employ the Executive and the Executive wishes to accept such employment, upon
the terms and conditions hereinafter set forth.





NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto agree as
follows:





1.           Employment





The Company agrees to employ the
Executive during the Term specified in Paragraph 2, and the Executive agrees to
accept such employment, upon the terms and conditions hereinafter set
forth.





2.           Term





The Executive’s employment by the
Company will commence on October  9, 2010 and continue until
terminated in accordance with Paragraph 6 below.  The period of the
Executive’s employment hereunder is referred to herein as the “Term.”  The date on
which the Executive ceases to be employed, regardless of the reason, is the
“Date of
Termination.”  If a member of the Board as of the Date of
Termination, such position shall cease as of the Date of Termination without
further action required by the Board or Company.





3.           Duties and
Responsibilities





(a)         Title.  The
Executive shall have the title of President and Chief Executive
Officer.  This is a full-time position.  The Executive shall
also be a member of the Board of Directors so long as he holds such position
with the Company.





(b)         Duties.





(i) The
Executive shall serve the Company faithfully and to the best of his ability and
shall devote his full business and professional time, energy, and diligence to
the performance of the duties of such office and he shall perform such service
and duties in connection with the business and affairs of the Company (i) as are
customarily incident to such office and (ii) as may reasonably be assigned or
delegated to him by the Board of the Company and/or its
designee.





(ii) The
Executive agrees to be subject to the Company’s control, rules, regulations,
policies, programs, and Code of Conduct.  The Executive further agrees
that he shall carry on all correspondence, publicity and advertising in the
Company’s name.


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(iii) In the
event that Executive has the opportunity to invest, participate in, or serve in
a capacity such as that of director or otherwise in another venture or company,
such shall be disclosed to the Company prior to such activity and shall be
permissible unless such participation violates Paragraph 8 of this Agreement,
poses of conflict of interest with the Company, or otherwise interferes with the
performance of Executive’s duties hereunder as reasonably determined by the
Board.





4.           Compensation





(a)         Base
Salary.  The Company will pay the Executive an initial base
salary of $225,000 per annum (“Base Salary”).  The
Company may review and adjust Executive’s Base Salary from time to
time.





(b)         2010 Incentive
Bonus.  For calendar year 2010, Executive shall be eligible to
earn an incentive bonus of up to $125,000 if the Company enters into a
definitive written agreement with a Strategic Investor on or before December 31,
2010. Terms of the agreement must include a capital infusion and other
terms as approved by the Board.  For the avoidance of doubt, it
is anticipated that the amount of capital raised be in the $3,000,000 -
$5,000,000 range.




(c)         Subsequent Years Annual
Incentive Bonus.  The Executive will be eligible to earn an
incentive bonus equal to his then-current Base Salary for each full calendar
year of employment hereunder based upon criteria set forth by the Compensation
Committee of the Board and approved by the Board (the “Annual Incentive
Bonus”).  The bonus criteria is to be agreed between the Board
and the Executive no later than two (2) weeks after the Company files
its Form 10-K, and shall including various performance criteria, including
without limitation the requirement that the Company’s business operations be
cash flow positive for such calendar year.  If earned, any Annual
Incentive Bonus will be paid to the Executive by April 30 of the next calendar
year.





(d)         Stock Awards. 
The Company shall award Executive up to a total of 2,000,000 shares of stock in
the form of stock options and stock awards under the Company’s Omnibus Incentive
Plan.  So long as Executive remains employed by the Company on the vesting
dates listed below, the awards shall vest as follows:





Vesting Date
                  Type of Award
                  Number of SharesHire
      Date
                  Stock
      Option
                  500,000Hire
      Date
                  Stock
                  500,000First
      Anniversary of Employment
                  Stock
      Option
                  500,000First
      Anniversary of Employment
                  Restricted
      Stock
                  500,000





In the
case of stock options, each such option shall have an exercise price equal to
the then-current fair market value of the Company’s common stock as of the award
date.  Each award shall be evidenced by a separate award agreement that
shall contain the noted vesting schedule and shall otherwise comply with the
terms and conditions of the Company’s Omnibus Incentive Plan. 
Notwithstanding anything herein to the contrary, it is the intent of the parties
to accelerate vesting of the awards under this Section 4 in the event the
Company experiences a change of control prior to the first anniversary of
Executive’s employment with the
Company.


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5.           Expenses; Fringe
Benefits





(a)          Expenses.  The
Company will pay or reimburse the Executive for reasonable, ordinary, necessary
and documented business or entertainment expenses incurred during his employment
in the performance of his services in accordance with the policies of the
Company as from time to time in effect.  The Executive must provide
all statements, bills or receipts evidencing the expenses, plus any other
information or materials that the Company may require.





(b)         Benefit
Plans.  The Executive and, to the extent eligible, his
dependents, shall be eligible to participate in and receive benefits under
welfare benefit plans and programs provided by the Company to its executive
employees generally, subject, however, to the applicable eligibility and other
provisions of the plans and programs in effect from time to time.





(c)          Retirement
Plans.  The Executive shall be entitled to participate in
retirement plans and programs provided by the Company to its executive employees
generally, subject, however, to the applicable eligibility and other provisions
of the plans and programs in effect from time to time.





(d)         Paid Time
Off.  The Executive shall be eligible to accrue up to four (4)
weeks of paid time off (PTO) each calendar year (prorated for partial years of
employment), with no right of carryover from year to year (except as otherwise
required by law), to be taken at such times as approved by the
Board.  At separation from employment, the Company will pay the
Executive for his then-current balance of accrued but unused PTO.





(e)         Other
Expenses.  The Executive shall be reimbursed in an amount up to
$7,000 for documented start up home office related expenses and legal
expenses related to this Agreement.  If the Executive resigns his
employment without Good Reason before the first anniversary of his employment
hereunder, he must repay this amount to the Company.





6.           Termination





(a)         Termination by the Company
for Cause.  Notwithstanding anything herein to the contrary,
the Company may terminate the Executive’s employment for Cause (as defined
below) at any time effective upon the giving of written notice to the
Executive.  The term “Cause” shall include, but not
be limited to, the following grounds:





(i)          The
Executive’s material failure to perform his duties and responsibilities to the
satisfaction of the Board, the Executive’s material failure to comply with the
Company’s published business practices and policies, including without
limitation, policies against sexual harassment, or the Executive’s breach of any
material provision of this Agreement; provided, in each such case, if capable of
being cured, the Executive fails to cure such failure, act or breach within
fifteen (15) business days after written notice is given by the
Company;


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(ii)         the
Executive’s misappropriation of the Company’s funds or property;





(iii)        the
Executive’s use of illegal drugs, or conducting Company business under the
influence of illegal drugs, drugs illegally obtained, or alcohol;





(iv)       the
Executive’s commission of any act that constitutes a felony or any crime
involving moral turpitude; dishonesty or theft;





(v)        the
Executive’s commission of any act or omission that materially injures, or could
reasonably be expected to materially injure, the reputation, business, or
business relationships of the Company; or





(vi)       bankruptcy
of the Company.





(b)         Termination by the Company
Without Cause.  Notwithstanding anything to the contrary
herein, the Company may terminate the Executive’s employment without Cause at
any time during by giving written notice to the Executive setting forth a Date
of Termination.





(c)         Termination Upon Death or
Disability.  Notwithstanding anything to the contrary
herein,





(i). in
the event of the Executive’s death, the Executive’s employment shall end and the
Date of Termination shall be the date of the Executive’s
death.





(ii) in
the event the Executive shall be unable to perform the essential functions of
his position, with or without reasonable accommodation, on account of a mental
or physical impairment for periods aggregating 90 calendar days (whether or not
continuous) or more in any period of 365 calendar days (“Disability”), the Company may
terminate the Executive’s employment by giving written notice to the Executive
setting forth a Date of Termination.





(d)         Termination by the Executive
For Good Reason.  Notwithstanding anything herein to the
contrary, the Executive may terminate his employment for Good Reason (as defined
below) at any time effective upon the giving of written notice to the
Company.  The term “Good Reason” shall mean any of
the following having occurred without the Executive’s consent, provided the
Executive resigns no more than thirty (30) days following the event giving rise
to his Good Reason resignation:





(i)           The
Company’s assignment to the Executive of job duties and responsibilities that
amount to a material diminution in the Executive’s position and status as
described in this Agreement, or the Company’s breach of any material provision
of this Agreement, provided, in either case, if capable of being cured, the
Company fails to cure such act or breach within fifteen (15) business days after
written notice is given by the Executive;


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(ii)         The
Company’s reduction of the Executive’s then-current Base Salary by more than
10%, unless such reduction is part of a general salary reduction for all
employees of similar rank to the Executive; or





(iii)        The
Company’s moving the Executive’s primary place of employment more than forty
(40) miles from the Executive’s primary place of employment with the Company
prior to such move.





(e)      
   Termination by the Executive
Without Good Reason.  Notwithstanding anything to the contrary
herein, the Executive may terminate his employment without Good Reason at any
time by giving the Company thirty (30) calendar days advance written notice of
resignation.  The Company may, at any time during the notice period,
relieve the Executive of his duties and place him on a paid leave of absence for
the remainder of the notice period.





7.           Effect of Termination of
Employment





(a)         Termination by the Company
for Cause, by the Executive without Good Reason, or upon Executive’s Death or
Disability.  In the event of the termination of the Executive’s
employment by the Company for Cause, by the Executive without Good Reason, or
upon the Executive’s Death or Disability, the Executive shall be entitled to the
following payments and benefits, subject to any appropriate offsets, as
permitted by applicable law, for debts or money due to the company or an
affiliate thereof (collectively, “Offsets”):





(i)          unpaid
Base Salary through, and any unpaid reimbursable expenses outstanding as of, the
Date of Termination; and





(ii)         any
benefits accrued to the Executive through the Date of Termination under the
plans and programs described in Paragraphs 5(b) and (c).





(b)         Termination by the Company
Without Cause or by the Executive for Good Reason.  In the
event of the termination of the Executive’s employment by the Company without
Cause or by the Executive for Good Reason, the Executive shall be entitled to
the following payments and benefits, subject to any Offsets:





(i)          unpaid
Base Salary through, and any unpaid reimbursable expenses outstanding as of, the
Date of Termination;





(ii)         any
benefits accrued to the Executive through the Date of Termination under the
plans and programs described in Paragraphs 5(b) and (c);





(iii)        as
severance pay, his ending Base Salary for a period of twelve (12) months (the
“Severance Period”);
and


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(iv)       provided
Executive is eligible for and timely elects COBRA coverage, payment of
Executive’s COBRA premiums for family coverage during the
Severance  Period.





The
Executive’s receipt of the severance payments under this Paragraph 7(b)(iii) are
conditioned on the Executive signing, returning, not rescinding and complying
with a separation agreement that includes a full and final release of claims in
favor of the Company, in a form to be provide by the Company (the “Separation
Agreement”).   The severance payments will not begin until
after expiration of the application rescission periods as set forth in the
Separation Agreement.





If the
Executive breaches any material provision of the Separation Agreement or
Paragraphs 8 or 9 of this Agreement, in addition to any other remedies at law or
in equity, the Company may cease making any severance payments under this
Paragraph 7(b)(iii) without affecting its rights under this Agreement or the
Separation Agreement, and the Executive shall repay to the Company any severance
payments already made to the Executive under Paragraph 7(b)(iii).





8.           Restrictive
Covenants





(a)           Non-Solicitation/Non-Servicing.  The
Executive acknowledges that: (i) that the business in which the Company competes
is highly competitive; (ii) as a key executive, he will participate in servicing
current clients and vendors and/or soliciting prospective clients and vendors,
through which the Executive will obtain knowledge of the “know-how” and business
practices of the Company, in which matters the Company has a substantial
proprietary interest; (iii) his employment requires the performance of services
that are special, unique, and extraordinary, and his position with the Company
places him in a position of confidence and trust with the Company’s clients,
vendors and employees; and (iv) his rendering of services to the Company’s
clients and vendors necessarily will require the disclosure to the Executive of
confidential information (as defined in Paragraph 8(b) hereof) of the
Company.  In the course of his employment, the Executive will develop
personal relationships with the Company’s clients and vendors and knowledge of
those clients’ and vendors’ affairs and requirements, and the Company’s
relationship with its clients and vendors will therefore be placed in the
Executive’s hands in confidence and trust.  Thus, the Executive agrees
that it is a legitimate interest of the Company, and reasonable and necessary
for the protection of the company’s confidential information, goodwill and
business, that the Executive make the covenants contained herein and that the
Company would not have entered into this Agreement unless it contained the
covenants in this Paragraph 8.  The Executive therefore agrees that he
will not, as an employee, consultant, contractor, partner, shareholder, or in
association with, any other person, business or enterprise, except on behalf of
the Company, directly or indirectly, and regardless of the reason for his
ceasing to be employed by the Company:





(i)          during
the period that he is employed by the Company and for a period of one (1) year
after the Date of Termination, render any services to, engage in, guaranty any
obligations of, or have any ownership interests or other affiliation in, any
aspect of any business that is a competitor of the Company.  This
subsection (i) shall not apply following the Executive’s employment with the
Company if the Executive is terminated by the Company without Cause or if the
Executive resigns for Good Reason as defined above;


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(ii)         during
the period that he is employed by the Company and for a period of one (1) year
after the Date of Termination, attempt in any manner to solicit, persuade,
induce, or encourage any client, vendor, supplier, consultant or other person or
entity that has (or had within twelve months before the Date of Termination) a
contractual or other business relationship with the Company to cease to do
business or to reduce the amount of business that any such person or entity has
customarily done or is reasonably expected to do with the Company;
or





(iii)        during
the period that he is employed by the Company and for a period of one (1) year
after the Date of Termination, employ as an employee or retain as a consultant
any person who is then (or during the twelve months before the Date of
Termination was) an employee or consultant of the Company or persuade or attempt
to persuade any such employee or consultant to leave the employ of the Company
or to become employed as an employee or retained as a  consultant by
anyone other than the Company.





(b)           Confidential
Information.  During the Executive’s employment with the
Company, he will acquire and have access to confidential or proprietary
information about the Company and/or its clients, including but not limited to,
trade secrets, service models, passwords, technology platforms, text messaging
and transport modules, patents, trademarks, access to computer files, mobile
marketing strategies, marketing campaigns, financial information and records,
computer software programs, agreements and/or contracts between the Company and
clients, client contacts, creative policies and ideas, and information about or
received from clients and other companies with which the Company does
business.  The foregoing shall be collectively referred to as “Confidential
Information.”  The Executive is aware that the Confidential
Information is not readily available to the public; accordingly, he also agrees
that he will not at any time (whether during or after the Term), disclose to
anyone (other than his counsel in the course of a dispute arising from the
alleged disclosure of Confidential Information or as required by law) any
Confidential Information, or utilize such Confidential Information for the
benefit of herself or any third party.  The Executive agrees that
these restrictions shall apply whether or not any such information is marked
“confidential” and regardless of the form of the information.  If the
Executive becomes legally required to disclose any Confidential Information, he
will provide the company with prompt notice thereof so the Company may seek a
protective order or other appropriate remedy and/or waive compliance with the
provisions of this Paragraph 8(b) to permit a particular
disclosure.  If such protective order or other remedy is not obtained
or if the Company waives compliance with the provisions of this Paragraph 8(b)
to permit a particular disclosure , the Executive will furnish only that portion
of the confidential Information that he is legally required to disclose and, at
the Company’s expense, will cooperate with the Company to obtain a protective
order or other reliable assurance that confidential treatment will be accorded
the confidential Information.  The Executive further agrees that all
memoranda, disks, files, notes, records or other documents, whether in
electronic form or hard copy (collectively, the “Material”) compiled by him or
made available to him during his employment with the company and/or its
predecessor (whether or not the Material constitutes or contains confidential
Information), and in connection with the performance of his duties hereunder,
shall be the property of the Company and shall be delivered to the Company on
the termination of the Executive’s employment with the Company or at any other
time upon request.  Except in connection with the Executive’s
employment with the Company, the Executive agrees that he will not make or
retain copies or excerpts of the Material.


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(c)         Remedies.  If
the Executive commits a breach, or is about to commit a breach, of any of the
provisions of Paragraphs 8(a) or (b), the Company shall have the right to have
the provisions of this Agreement specifically enforced by any court having
equity jurisdiction without being required to post bond or other security and
without having to prove the inadequacy of the available remedies at law, it
being acknowledged and agreed that any such breach or threatened breach will
cause irreparable injury to the Company and that money damages will not provide
an adequate remedy to the Company.  In addition, the Company may take
all such other actions and seek all remedies available to it under law or in
equity and shall be entitled to such damages as it can show it has sustained by
reason of such breach.  If the  Company prevails against the
Executive in a legal action for violation of any portion of this Agreement,the Company shall be
entitled to collect from the Executive all attorneys’ fees and costs incurred by
the Company in bringing any action to enforce the terms of this Agreement, as
well as any attorneys’ fees and costs incurred by the Company for the collection
of any judgments in the Company’s favor arising out of the Executive’s
violations.





(d)         Understandings.  The
Executive acknowledges and agrees that (a) the Company informed him as part of
the offer of employment under this terms of this Agreement that the restrictive
covenants set forth above would be required as part of the terms and conditions
of such employment; (b)  he has carefully considered the restrictions
contained in this Agreement and determined that they are reasonable, and has
sought the advice of legal counsel if so inclined; (c) the restrictions in this
Agreement will not unduly restrict the Executive in securing other suitable
employment in the event of termination from the Company; and (d) he signed this
Agreement before or upon commencement of, and as a condition to, his employment
with the Company.





(e)         Notification of Restrictive
Covenants.  Before accepting employment or consulting work with
any person, corporation or other entity during the Term or any period thereafter
that the Executive is subject to the restrictions set forth in Paragraph 8
above, the Executive shall notify the prospective employer or principal in
writing of his obligations under such provisions and shall simultaneously
provide a copy of such written notice to the Company.  In addition, by
signing below, the Executive authorizes the Company to notify third parties
(including, but not limited, the Company’s clients and competitors) of the terms
of Paragraphs 8 and 9 of this Agreement and the Executive’s responsibilities
hereunder.





(f)          Tolling.  The
duration of the restrictive covenants set forth in this Agreement shall not
expire, and shall be tolled, during any period in which the Executive is in
violation of any of those covenants, and all restrictions shall automatically be
extended by the period of the Executive’s violation of any such
covenants.


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(g)         Survival.   The
parties agree that this Paragraph 8 shall survive termination of the Executive’s
employment with the Company and termination of this Agreement for any
reason.





(h)         Scope.  As
used in this Paragraph 8, the term “Company” shall include all subsidiaries and
affiliates of the Company.





9.           Assignment
of Inventions and Copyrights.





(a)         Executive
hereby irrevocably assigns to the Company and its successors, assigns, and legal
representatives:





(i)          Except
as provided by any statutory notice provided herewith, the entire right, title
and interest to all Inventions;





“Inventions”,
as used herein, means all inventions conceived or made or reduced to practice in
whole or in part by Executive after being employed by the Company, including
discoveries, improvements, designs, processes, techniques, equipment,
trademarks, and ideas (whether patentable or not and including, without
limitation, those that might be copyrightable).





(ii)         The
entire right, title and interest to any United States or foreign Letters Patents
which may issue or that has issued with respect to Inventions;





(iii)        The
entire right, title and interest to any renewals, reissues, extensions,
substitutions, continuations, continuations-in-part, or divisions that may be
filed with respect to the Inventions, applications, and patents;





(iv)        The
right to apply for Letters Patents in foreign countries in its own name and to
claim any priority rights to which such foreign applications are entitled under
international conventions, treaties or otherwise; and





(v)         The
right to sue for past, present, and future infringement of such Inventions and
Letters Patent.





(b)         Executive
further agrees to provide written disclosure of all Inventions to the Company,
even if any Invention is not assigned according to terms of any statutory notice
provided herewith.





(c)         Executive
hereby authorizes and requests the Commissioner of Patents and Trademarks to
issue to the Company any Letters Patents which may be granted in accordance with
this Assignment.


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(d)         Copyrights.





(i)           Executive
hereby acknowledges and agrees that, to the extent any work performed by
Executive for the Company gives rise to the creation of any copyrightable
material (“Work”), all such Work, including all text, software, source code,
scripts, designs, diagrams, documentation, writings, visual works, or other
materials shall be deemed to be a work made for hire for the
Company.





(ii)          To
the extent that title to any Work may not, by operation of law, vest in the
Company or such Work may not be considered work made for hire for the Company,
all rights, title and interest therein were assigned and are hereby irrevocably
assigned to the Company, including but not limited to the right to sue for past,
present, and future infringement of any Work.  All such Work shall
belong exclusively to the Company, with the Company having the right to obtain
and to hold in its own name, copyrights, registrations or such other protection
as may be appropriate to the subject matter, and any extensions and renewals
thereof.





(iii)         To
the extent that title to any Work may not be assigned to the Company, Executive
hereby grants the Company a worldwide, nonexclusive, perpetual, irrevocable,
fully paid-up, royalty-free, unlimited, transferable, sublicensable license,
without right of accounting, in such Work.





(e)         Executive
agrees to execute and deliver without further consideration such documents and
to perform such other lawful acts as the Company, its successors and assigns may
deem necessary to fully secure the Company’s rights, title or interest in all
Works and Inventions as set forth in this Agreement.





(f)         This
Agreement does not apply to an invention for which no equipment, supplies,
facility or trade secret information of the Company was used and which was
developed entirely on Executive's own time, and (1) which does not relate (a)
directly to the business of the Company or (b) to the Company's actual or
demonstrably anticipated research or development, or (2) which does not result
from any work performed by Executive for the Company.





(g)         Survival.   The
parties agree that this Paragraph 9 shall survive termination of the Executive’s
employment with the Company and termination of this Agreement for any
reason.


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10.         Indemnification of Executive
by Company





Executive
shall in no way be liable or responsible for any act of the Company, Executive’s
predecessor or any other officer, director or employee of the Company prior to
execution of this Agreement and the Company shall fully indemnify and hold
harmless Executive against such liability.  The Company also agrees
that if the Executive is made a party, is threatened to be made a party or
reasonably anticipates being made a party, to any formal or informal action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
“Proceeding”), by reason of the fact that he is or was a director, officer,
manager, trustee, representative, consultant or employee of the Company or is or
was serving at the request of the Company as a director, officer, member,
employee, manager, trustee, representative, consultant or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether or not the basis of such
proceeding is the Executive's alleged action in an official capacity while
serving as a director, officer, member, employee, manager, trustee,
representative, consultant or agent, the Executive shall be promptly indemnified
and held harmless by the Company to the fullest extent permitted by law against
all cost, expense, liability and loss (including, without limitation, attorney's
fees and other professional fees and charges, judgments, fines, interest,
expenses of investigation, ERISA excise taxes or other liabilities or penalties
and other amounts paid or to be paid in settlement if such settlement is
approved in advance by the Company, which approval shall not be unreasonably
withheld) reasonably incurred or suffered by the Executive in connection
therewith, or in connection with seeking to enforce his rights under this
Paragraph 10 and such indemnification shall continue as to the Executive even if
he has ceased to be a officer, director, member, employee, manager, trustee,
representative, consultant or agent of the Company or other entity and shall
inure to the benefit of the Executive's heirs, executors and
administrators.  Notwithstanding anything herein to the contrary, this
Paragraph 10 shall not apply in the event Executive engaged in intentional
misconduct contrary to the directions of the Board.





11.    
    Enforceability





It
is intended that the obligations of the Executive to perform pursuant to the
terms of this Agreement are unconditional and do not depend on the performance
or nonperformance of any agreements, duties or obligations between the Company
and the Executive not specifically contained in this Agreement.





The Company’s action in not enforcing a
breach of any part of this Agreement shall not prevent the Company from
enforcing it as to the same or any other breach of this Agreement.





12.         Assignment





The
Company shall have the right to assign this Agreement.  This Agreement
shall inure to the benefit of, and may be enforced by, any and all successors
and assigns of the Company, including, without limitation, by asset assignment,
stock sale, merger, consolidation or other reorganization.  The
Executive’s rights and obligations under this Agreement are personal to the
Executive; he may not assign or otherwise transfer his rights or obligations
under this Agreement, and any purported assignment or transfer shall be void and
ineffective.





13.         Modification





This
Agreement may not be orally cancelled, changed, modified or amended; and no
cancellation, change, modification or amendment shall be effective or binding,
unless in writing and signed by the parties to this Agreement.


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14.         409A
Compliance





Notwithstanding
anything in this Agreement to the contrary, if any of the severance payments
described in this Agreement are subject to the requirements of Code Section 409A
and the Company determines that Employee is a “specified employee” as defined in
Code Section 409A as of the date of Employee’s termination of employment, such
payments shall not be paid or commence earlier than the first day of the seventh
month following the date of Employee’s termination of employment. In addition,
notwithstanding anything in this Agreement to the contrary, the Company
expressly reserves the right to amend this Agreement without Employee’s consent
to the extent necessary to comply with Code Section 409A, as it may be amended
from time to time, and the regulations, notices and other guidance of general
applicability issued thereunder.





15.         Severability and
Survival





If any
provision of this Agreement is determined to be invalid or unenforceable for any
reason, in whole or in part, the remaining provisions of this Agreement shall
nevertheless be binding upon the parties with the same effect as though the
invalid or unenforceable part had been severed or reformed to be
enforceable.  The parties’ respective rights and obligations hereunder
shall survive the termination of the Executive’s employment to the extent
necessary to the intended preservation of such rights and
obligations.





16.         Applicable Law and Legal
Proceedings





(a)           All
questions concerning the construction, interpretation and validity of this
Agreement, and all matters relating hereto, shall be governed by and construed
and enforced under the laws of Minnesota, without giving effect to any
choice-of-law provision or rule (whether in Minnesota or elsewhere) that would
cause the application of the laws of any jurisdiction other than
Minnesota.





(b)           Each
of the parties hereto hereby irrevocably and unconditionally submits to the
exclusive jurisdiction of any Minnesota state court or federal court sitting in
Hennepin County, Minnesota, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement or for
recognition or enforcement of any judgment.  Each of the parties
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such Minnesota
court or federal court and that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.





17.         Representations by
Executive





The Executive represents that he is not
subject to any agreement, instrument, order, judgment or decree, or any other
agreement, that would present or limit him from entering into this Agreement or
that would be breached upon performance of his duties under this Agreement,
including but not limited to any duties owed to any former employers not to
compete.   Executive will defend and indemnify the Company if
this representative is not true.


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If the Executive possesses any
information that he knows or should know is considered by any third party, such
as a former employer of the Executive’s, to be confidential, trade secret, or
otherwise proprietary, the Executive shall not disclose such information to the
Company or use such information to benefit the Company in any way.





18.         Entire
Agreement





This
Agreement represents the entire agreement between the Company and the Executive
with respect to the employment of the Executive by the Company, and all prior
discussions, negotiations, agreements, plans and arrangements relating to the
employment of the Executive by the Company are nullified and superseded
hereby.





19.         Headings





The
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.





20.         Withholdings





The
Company may withhold from any amounts payable under this Agreement such federal,
state or local taxes as may be required under any applicable law or
regulation.





21.         Counterparts





This
Agreement maybe executed by facsimile transmission and in counterparts, each of
which shall be deemed an original and all of which shall constitute one
instrument.





22.         No Strict
Construction





The
language used in this Agreement will be deemed to be chosen by the Company and
the Executive to express their mutual intent.  No rule of law or
contract interpretation that provides that in the case of ambiguity or
uncertainty a provision should be construed against the draftsman will be
applied against any party hereto.





NEW
      GENERATION BIOFUELS HOLDINGS, INC.Date:
                                            
                                            
                                            ByJohn
      E. MarkIts:
                                            Chairman
      of the BoardMILES
      MAHONEYDate:


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