0001144204-09-018040 Sample Contracts

NEW GENERATION BIOFUELS HOLDINGS, INC.
Restricted Stock Agreement • March 31st, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • Florida

New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), hereby grants shares of its common stock, $.001 par value (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).

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NEW GENERATION BIOFUELS HOLDINGS, INC.
Non-Qualified Stock Option Agreement • March 31st, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals

New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively the “Agreement”), and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).

NEW GENERATION BIOFUELS HOLDINGS, INC.
Incentive Stock Option Agreement • March 31st, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals

New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively the “Agreement”), and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).

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