Exhibit
10.1

    

     

    NEW
GENERATION BIOFUELS HOLDINGS, INC.

    SUBSCRIPTION
AGREEMENT

    


    New
Generation Biofuels Holdings, Inc.

    1000
Primera Boulevard, Suite 3130

    Lake
Mary, Florida 32746

    


    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 [    ] 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 (the “Share,” collectively, the
“Shares ”) of its common
stock, par value $0.001 per share (the “Common Stock”), and
(ii) one warrant (the “Warrant ,” collectively, the
“Warrants”) to purchase
0.2 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 $1.05 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 Capstone
Investments, the placement agent for the Offering (the “Placement Agent”) and that
there is no minimum offering amount.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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):

    


    
      	
              o

            	
              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 ONE
      (1) BUSINESS DAY 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
--

    


    
      	
              o

            	
              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 ONE
      (1) BUSINESS DAY 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: $1.05

    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 Capstone Investments (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 July 22,
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 one (1) business day 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 pursuant to the terms of that certain Escrow
Agreement, dated as of the date hereof, by and among the Company, the Placement
Agent and Continental Stock Transfer & Trust Company (the “Escrow Agent”):

     

    [Account
information to be provided under separate cover]

     

    Such
funds shall be held in escrow until the Closing and delivered by the Escrow
Agent on behalf of the Investors to the Company upon the satisfaction, in the
sole judgment of the Placement Agent, of the conditions set forth in Section 3.2(b)
hereof.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    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 one (1) business day 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.

    


    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 one (1) business day 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 by the Escrow
Agent of the funds held in escrow 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 one (1) business day 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.

    


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    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.

    


    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.

    1000
Primera Boulevard, Suite 3130

    Lake
Mary, Florida 32746

    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.

    


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

    


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    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