October
8, 2010





Via
E-Mail


Personal
and Confidential


Mr. Cary
J. Claiborne


3056
Seneca Chief Trail


Ellicott
City, Maryland 21042





Re:           Separation
Agreement





Dear
Cary:





This
separation agreement (this “Agreement”), if
accepted by you, sets forth the terms of the agreement between you and New
Generation Biofuels Holdings, Inc. (the “Company”) in light of
your resignation as President & Chief Executive
Officer.  Capitalized Terms used but not defined herein shall have the
meanings set forth in the Amended and Restated Employment Agreement, dated
December 18, 2007 and with a current term through December 31, 2011, between the
Company and you (the “Claiborne Employment
Agreement”).





1.           Confirmation of
Resignation.  The parties hereby confirm your resignation as
President and Chief Executive Officer of the Company, and as a Director of the
Company, effective as of October 8, 2010 (the “Separation
Date”).  The parties agree that the term of your Claiborne
Employment Agreement shall terminate as of the Separation Date.





2.           Severance Pay and
Benefits.  In exchange and as material inducement for your
promises in this Agreement, including without limitation your release of claims
as described in Section 6 below (the “Release”), and
provided you do not revoke the Release as described below or breach this
Agreement or the Release, the Company will provide you the
following:





a.           Accrued Amounts per Section 5(a) of
the Claiborne Employment Agreement.  The Company will continue
to pay you your current base salary through the Separation Date.  Any
vacation pay and business expense reimbursements to the extent earned by you
through the Separation Date but not yet paid will also be paid to
you.  The 2009 Accrued but unpaid bonus of $60,000 will be paid to you
within five (5) business days of the Release Effective Date.





b.          Cash Severance
Payment.Within five (5) business days of the later of the
Release Effective Date or your separation from service as defined by Section
409A of the Internal Revenue Code, the Company will pay you a single lump sum of
$130,000, less standard deductions and withholding as determined by the
Company.





c.           Stock Options and Stock
Grants.





(i)          Upon
the Separation Date,  the following unvested Time and
Performance-Based Options previously granted to you shall vest immediately: (1)
options to purchase 797,604 shares of the Company’s common stock;





(ii)         Upon
the Separation Date, 232,026 shares of the Company’s common stock previously
granted pursuant to three-year restricted stock grants under the Company’s
Management Equity Compensation Plan and Omnibus Incentive Plan shall vest
immediately;





(iii)        Within
twenty-one (21) calendar days after the Separation Date, the Company shall file
an S-8 Registration Statement to register all shares and options granted under
the Company’s Omnibus Incentive Plan.





(iv) Within
one (1) business day after the Separation Date, the Company will grant you
1,500,000 shares of common stock. Such shares will be registered under the
aforementioned S-8 Registration Statement.





d.           COBRA.For an
18-month period beginning on the first of the month following your Separation
Date, the Company shall reimburse you for the COBRA premiums above your employee
contribution in order to provide medical, dental, vision and life insurance
benefits to you and/or your family reasonably equivalent to those which were
provided at the Separation Date; provided, further, that you
agree to elect COBRA coverage to the extent available under the Company’s health
insurance plans.





e.           Outplacement
Services.  The Company shall reimburse you for up to $12,000 in
documented outplacement services with a firm such as Right Management or
equivalent.  Such services must be engaged on or before March 31, 2011
and your reimbursement request submitted to the Company no later than April 30,
2011.  Reimbursement will be made within ten (10) business days of
receipt by the Company.





3.           End of
Benefits.  From and after the Separation Date, except as
otherwise provided herein, you shall not be eligible and are not eligible to
participate in any of the Company’s benefits plans, including, but not limited
to, any medical insurance, any retirement plan, vacation leave, sick leave, any
disability insurance, and any life insurance, although you shall be entitled to
any benefits earned or accrued as of the Separation Date in accordance with the
terms of the applicable plans. If you timely elect COBRA coverage as described
in Section 2 (d), you should not have any gap in your health insurance coverage
between the Separation Date and the COBRA effective date.





4.           No Additional
Compensation.  You acknowledge and agree that you shall not
receive any other compensation or benefits except as expressly set forth in this
Agreement.  You further acknowledge and agree that, once the Company
has provided the payments and benefits set forth in this Agreement, you shall
have been provided all compensation and benefits due and owing under this
Agreement and under any employment or other contract you have or may have had
with the Company or from any other source of entitlement, including, without
limitation, the Claiborne Employment Agreement.


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5.           Survival of Certain Employment
Agreement Obligations.You acknowledge and agree that your obligations in
Article(s) 4 and 6 (relating among other things to confidentiality, trade
secrets, inventions, unfair competition and non-solicitation) of the Claiborne
Employment Agreement survive the end of your employment with the Company and
remain binding on you and enforceable by the Company, according to their
terms.  The Company acknowledges and agrees that its obligations in
Article 7 (relating among other things to indemnification) of the Claiborne
Employment Agreement survive the end of your employment with the Company and
remain binding on the Company and enforceable by you, according to their
terms.





6.           Release of
Claims.  Specifically in consideration of the separation pay
and benefits described in Section 2, by signing this Agreement you, for yourself
and anyone who has or obtains legal rights or claims through you, agree to the
following:





a.           You
hereby do release and forever discharge the “Released Parties” (as defined in
Section 6.e. below) of and from any and all manner of claims, demands, actions,
causes of action, administrative claims, liability, damages, claims for punitive
or liquidated damages, claims for attorney’s fees, costs and disbursements,
individual or class action claims, or demands of any kind whatsoever, you have
or might have against them or any of them, whether known or unknown, in law or
equity, contract or tort, arising out of or in connection with your employment
with the Company, or the termination of that employment, or otherwise, and
however originating or existing, from the beginning of time through the date of
your signing this Agreement.





b.           This
release includes, without limiting the generality of the foregoing, any claims
you may have for, wages, bonuses, commissions, penalties, deferred compensation,
vacation, sick, and/or PTO pay, separation pay and/or benefits; tortious
conduct, defamation, invasion of privacy, negligence, emotional distress; breach
of implied or express contract (including, without limitation, any claim for
breach of the Claiborne Employment Agreement except as set forth in Section 5 of
this Agreement), estoppel; wrongful discharge (based on contract, common law, or
statute, including any federal, state or local statute or ordinance prohibiting
discrimination or retaliation in employment); violation of any of the following:
the United States Constitution or the Florida or Maryland, the Age
Discrimination in Employment Act, 29 U.S.C. § 621 et seq., Title VII of
the Civil Rights Act, 42 U.S.C. § 2000e et seq., the Americans
with Disabilities Act, 42 U.S.C. § 12101 et seq., the Employee
Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Family and
Medical Leave Act, 29 U.S.C. § 2601 et seq., the National
Labor Relations Act, 29 U.S.C. § 151 et seq., the
Sarbanes-Oxley Act, 15 U.S.C. § 7201 et  seq.; the Maryland
Fair Employment Practices Act, the Florida Civil Rights Act, any claim for
retaliation; and any claim for discrimination or harassment based on
legally-protected class under federal, state or local law.  You hereby
waive any and all relief not provided for in this Agreement.  You
understand and agree that, by signing this Agreement, you waive and release any
past, present, or future claim to employment with the Company.


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c.           If
you file, or have filed on your behalf, a charge, complaint, or action, you
agree that the payment described above in Section 2 is in complete satisfaction
of any and all claims in connection with such charge, complaint, or action and
you waive, and agree not to take, any award of money or other damages from such
charge, complaint, or action.







d.           You
are not, by signing this Agreement, releasing or waiving (1) any vested interest
you may have in any 401(k) or profit sharing plan by virtue of your employment
with the Company, (2) any rights you have under workers compensation laws, (3)
any rights you have under state unemployment compensation benefits laws, (4) the
right to file a charge of discrimination with a governmental agency such as the
Equal Employment Opportunity Commission (“EEOC”), although, as noted above, you
waive, and agree not to take, any award of money or other damages if you file
such a charge or have a charge filed on your behalf, (5) the right to testify,
assist, or participate in an investigation, hearing, or proceeding conducted by
the EEOC, or (6) any rights you have under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”).




e.           The
“Released Parties,” as used in this Agreement, shall mean New Generation
Biofuels Holdings, Inc. and its parent, subsidiaries, divisions, affiliated
entities, insurers, and its and their present and former officers, directors,
shareholders, trustees, employees, agents, attorneys, representatives and
consultants, and the successors and assigns of each, whether in their individual
or official capacities, and the current and former trustees or administrators of
any pension or other benefit plan applicable to the employees or former
employees of the Company, in their official and individual
capacities.





7.           Notice of Right to Consult Attorney
and Twenty-One (21) Calendar Day Consideration Period.By
signing this Agreement, you acknowledge and agree that the Company has informed
you by this Agreement that (1) you have the right to consult with an attorney of
your choice prior to signing this Agreement, and (2) you are entitled to
Twenty-One (21) calendar days from the receipt of this Agreement to consider
whether the terms are acceptable to you.  You have the right, if you
choose, to sign this Agreement prior to the expiration of the Twenty-One (21)
day period.





8.           Notification of Rights under the
Federal Age Discrimination in Employment Act (29 U.S.C. § 621 et
seq.).  You are hereby notified of your right to rescind the
release of claims contained in Section 6 with regard to claims arising under the
federal Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., within seven
(7) calendar days of your signing this Agreement.  In order to be
effective, the rescission must (a) be in
writing; (b) delivered to John E. Mack, Chairman or the Board, P.O. Box 1575,
Breckenridge, Colorado 80424, by hand or mail within the required period; and
(c) if delivered by mail, the rescission must be postmarked within the required
period, properly addressed to John E. Mack, as set forth above, and sent by
certified mail, return receipt requested.  You understand and agree
that if you rescind any part of this Agreement in accordance with this Section
8, the Company will have no obligation to provide you the payments and benefits
described in Section 2 of this Agreement and you will be obligated to return to
the Company any payments and benefits already received in connection with
Section 2 of this Agreement.  The “Release Effective
Date” shall be upon expiration of the seven (7) day period following your
execution of this Agreement, provided you have not exercised your right of
rescission.


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9.           Cooperation.  Specifically
in consideration of the separation pay and benefits described in Section 2, you
agree that you will respond in a timely and helpful manner to the Company’s
questions/requests for assistance in connection with the transition of your job
duties to the Company’s new President and Chief Executive Office, as well as to
the Chief Financial Officer.  You agree that, for a time period not to
exceed 45 calendar days, you will not be entitled to additional compensation
beyond that set forth in Section 2 related to such cooperation.





10.         Return of
Property.You shall return any Company-provided equipment
within seven calendar days of  your Separation Date.





11.         Non-Disparagement
and Confidentiality.





a.           You
promise and agree not to disparage the Released Parties, its employees, products
or services.  The Company’s executive employees and Board of Directors
promise and agree not to disparage you.





b.           You
further promise and agree not to disclose or discuss, directly or indirectly, in
any manner whatsoever, any information regarding either (1) the contents and
terms of this Agreement, or (2) the substance and/or nature of any dispute
between the Company and any employee or former employee, including
yourself.  You agree that the only people with whom you may discuss
this confidential information are your legal and financial advisors and your
spouse, if applicable, provided they agree to keep the information confidential,
or as otherwise required by law.





12.     
   Remedies.  If you
are found by a court to have breached any term of this Agreement, the Company
shall be entitled to its available legal and equitable remedies, including but
not limited to suspending and recovering any and all payments and benefits made
or to be made under Section 2 of this Agreement.  If the Company seeks
and/or obtains relief from an alleged breach of this Agreement, all of the
provisions of this Agreement shall remain in full force and
effect.  If the Company is found by a court to have breached any term
of this Agreement, you shall be entitled to your available legal and equitable
remedies and the release of your obligations under Section 5 of this Agreement
with respect to Article 6 of the Claiborne Employment Agreement.  The
prevailing party in any dispute arising out of this Agreement shall be entitled
to recover his or its attorney’s fees and costs.





13.         Non-Admission.It is expressly
understood that this Agreement does not constitute, nor shall it be construed
as, an admission by the Company or you of any liability or unlawful conduct
whatsoever.  The Company and you specifically deny any liability or
unlawful conduct.





14.         Successors and Assigns.This
Agreement is personal to you and may not be assigned by you without the written
agreement of the Company.  The rights and obligations of this
Agreement shall inure to the successors and assigns of the Company.





15.         Enforceability.  If
a court finds any term of this Agreement to be invalid, unenforceable, or void,
the parties agree that the court shall modify such term to make it enforceable
to the maximum extent possible.  If the term cannot be modified, the
parties agree that the term shall be severed and all other terms of this
Agreement shall remain in effect.


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16.         Further
Actions.You and the Company agree to take or cause to be
taken such further actions as may be necessary or as may be reasonably requested
in order to fully effectuate the purposes, terms, and conditions of this
Agreement.





17.         Choice of Law.This
Agreement shall be governed by, and construed in accordance with, the laws of
the state of Florida (excluding the choice of law rules thereof).  The
language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against either of
you or the Company.





18.         Full
Agreement.  This Agreement contains the full agreement between
you and the Company and may not be modified, altered, or changed in any way
except by written agreement signed by both parties.  The parties agree
that this Agreement supersedes and terminates any and all other written and oral
agreements and understandings between the parties, except as set forth in
Section 5 of this Agreement.





19.         Acknowledgment of Reading and
Understanding.By signing this Agreement, you acknowledge that you have
read this Agreement, including the release of claims contained in Section 6, and
understand that the release of claims is a full and final release of all claims
you may have against the Company and the other entities and individuals covered
by the release.  By signing, you also acknowledge and agree that you
have entered into this Agreement knowingly and voluntarily.





The deadline for accepting this
Agreement is 5:00 p.m. on the 22nd calendar day following your receipt of this
Agreement.  If not accepted by such time, the offer contained herein
will expire.  After you have reviewed this Agreement and obtained
whatever advice and counsel you consider appropriate regarding it, please
evidence your agreement to the provisions set forth in this Agreement by dating
and signing the Agreement.  Please then return an original signed
Agreement to me no later than 5:00 p.m. on the 22nd calendar day following your
receipt of this Agreement.  Please keep a copy for your
records.





Cary, we wish you all the best both
professionally and personally.





Sincerely,NEW
      GENERATION BIOFUELS, INC.John
      E. MackChairman
      of the
Board


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ACKNOWLEDGMENT AND
SIGNATURE





By signing below, I, Cary J. Claiborne,
acknowledge and agree to the following:





·
            I
      have had adequate time to consider whether to sign this Separation
      Agreement and Release.


·
            I
      have read this Separation Agreement and Release
  carefully.


·
            I
      understand and agree to all of the terms of the Separation Agreement and
      Release.


·
            I
      am knowingly and voluntarily releasing my claims against the Company and
      the other persons and entities defined as the Released
      Parties.


·
            I
      have been given at least twenty-one (21) calendar days to consider this
      Separation Agreement and Release, or I expressly waive my right to have at
      least twenty-one (21)days to consider
      this Separation Agreement and
Release;


·
            I
      have not, in signing this Agreement, relied upon any statements or
      explanations made by the Company except as for those specifically set
      forth in this Separation Agreement and
Release.


·
            I
      intend this Separation Agreement and Release to be legally
      binding.


·
            I
      am signing this Separation Agreement and Release on or after my last day
      of employment with the Company.





Accepted
      this 9th day of October,
      2010.Cary
      J. Claiborne


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